TCR_Public/170719.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, July 19, 2017, Vol. 21, No. 199

                            Headlines

1567 YORK: Case Summary & 5 Unsecured Creditors
222 AMANDA PROPERTIES: Foreclosure Sale Set for August 11
ADPT DFW: Files Supplement to DLA Piper Retention Bid
AEMETIS INC: Enters Into Limited Guaranty in Favor of Third Eye
ARCHER USA: Court Affirms Setoff of Cirkel's Debts as Equitable

ARMSTRONG ENERGY: S&P Lowers CCR to 'D' on Missed Payment
ASARCO LLC: Court Stays CERCLA Contribution Suit vs. Noranda
ASPIRITY ENERGY: May Use Cash Collateral Until July 28
AVALON CARE: Case Summary & 5 Unsecured Creditors
BIBHU LLC: Unsecureds to Get 5% Dividend in 60 Installments

BICOM NY: Dealers Have $4.5M From JPM While They Pursue Sale
BRIGHTER CHOICE: Fitch Affirms B Rating on $15.6MM Rev Bonds
BRISTLECONE INC: Wants to Obtain $150K in Financing From Gas Hole
CALIFORNIA MUNICIPAL: Fitch Withdraws BB+ on 2008A/B Rev. Bonds
CAMBER ENERGY: Incurs $89.1 Million Net Loss in Fiscal 2017

CAPITAL TEAS: Taps Yumkas Vidmar as Legal Counsel
CASHMAN EQUIPMENT: May Use Cash Collateral Through Aug. 15
CATHEDRAL ROCK: Voluntary Chapter 11 Case Summary
CENTRAL ILLINOIS COMPOUNDING: Case Summary & Unsecured Creditors
CHARLES STREET: Disclosures OK'd; Plan Hearing on Sept. 26

CHARTER COMMUNICATIONS: Fitch Affirms BB+ Issuer Default Ratings
CLINICAL PET: Hearing on Plan Outline Approval Set for Sept. 26
COCOA SERVICES: List of 30 Largest Unsecured Creditors
CONSTRUCTION MATERIALS: Aug. 16 Case Mngt. Conference in ERISA Suit
CROFCHICK INC: Hearing on Plan Confirmation Set for August 15

CROFCHICK REALTY: August 15 Plan Confirmation Hearing
CULTURE PROJECT: Court Denies Bid to Reject Subculture Sublease
D & N ELECTRIC: BofA Wants to Foreclose on MGA Property
DAYBREAK OIL: Reports $800K Net Loss for May 31 Quarter
DELCATH SYSTEMS: Amends 2016 Form 10-K to Include Part III

DISPOSAL TEJAS: Plan Proposes 10%-13% Recovery for Unsecureds
DIVINE MEDICAL: Plan Confirmation Hearing on Aug. 15
DIVINE MEDICAL: Unsecureds to be Paid $750 Monthly Over 5 Years
DOLLAR TREE: S&P Affirms 'BB+' CCR & Revises Outlook To Positive
DOUBLE EAGLE: Case Summary & 20 Largest Unsecured Creditors

DOWLING COLLEGE: Sale of F&E to Mercury for $90K Approved
ECOSPHERE TECHNOLOGIES: Directors Quits Due to Lack of Time
ENERGY FUTURE: Unsecureds to Recoup 100% Under E-Side Debtors Plan
ETERNAL ENTERPRISE: May Use Advance Insurance Proceeds to Pay AD
EUGEN DIETL: Jafari Buying Santa Monica Property for $3.1M

FEDERATION EMPLOYMENT: Selling All Residential Portfolio for $25M
FOREST STREET: Defaulted on Plan; UST Seeks Chapter 7
FTHG DEVELOPMENT: Wants to Use Cash Collateral
GARBER BROS: Has Interim Approval to Use Cash Collateral
GENERAL MOTORS: New GM Not Liable for Punitive Damages, Court Rules

GO LAWN: Case Summary & 19 Largest Unsecured Creditors
GRANDPARENTS.COM INC: Hearing on Disclosures Approval on Aug. 17
GYMBOREE CORP: Has Final OK to Obtain DIP Financing & Use Cash
GYMBOREE CORPORATION: Claims Bar Date Set for August 11
HEALTH DIAGNOSTIC: Court Approves $20MM Settlement with LeClairRyan

HEALTHCARE ALLIANCE: Aug. 1 Claims Bar Date in Receivership Case
HFOTCO LLC: S&P Affirms 'BB-' CCR Amid Acquisition by SemGroup
HI-LO FARMS: Taps Sheehan Law Firm as Legal Counsel
HIGH PLAINS COMPUTING: Taps Doner Law as Special Counsel
HOLSTED MARKETING: To Pay $100K to Unsecured Creditor Fund

HOVNANIAN ENTERPRISES: Fitch Rates Sr. Secured Notes CCC+/RR3
HOVNANIAN ENTERPRISES: Prices $840-Mil. Senior Notes Offering
ISABELLA MANAGEMENT: Taps M. Denise Dotson as Legal Counsel
J. CREW: Moody's Affirms Caa2 CFR & Cuts Term Loan Rating to Caa2
J. CREW: S&P Hikes CCR to 'CCC+' on Completed Distressed Exchange

JEFF BENFIELD: 10th Interim Cash Use Order Entered
JEFFERIES FINANCE: Fitch Assigns BB- IDR; Outlook Stable
JJS IN THE DESERT: Taps Kaempfer Crowell as Legal Counsel
KENTISH TRANSPORTATION: Unsecureds to Get 50% of Net Plan Profits
KING CENTER: Claims vs. Middletown Time-Barred Under Charter

LADERA PARENT: Russo Opposes Lender's Disclosure Statement
LB VENTURES: Has Access to Cash Collateral Until Aug. 8
LDJ ENTERPRISE: Trimont Opposes Use of Cash Collateral
LIGHTING SCIENCE: Cancels Registration of Common Stock
LOGIX HOLDING: Moody's Assigns 1st-Time B3 Corporate Family Rating

LOGIX INTERMEDIATE: S&P Assigns 'B' CCR, Outlook Stable
LOPEK COMPANIES: August 25 Plan and Disclosures Hearing
MEDAPOINT INC: Case Summary & 20 Largest Unsecured Creditors
MERRIMACK PHARMACEUTICALS: Director Quits as Audit Committee Member
MONAKER GROUP: Incurs $799K Net Loss in May 31 Quarter

MONTREAL MAINE: Court Narrows Claims vs. Canadian Pacific
NATIONAL EVENTS: Wants Up To $250K in Financing From SLL & Hutton
NATIONAL MEDICAL: Ashland Acted in Bad Faith, Court Rules
NEWPAGE CORP: EDS Payment to Kadant Considered Advance Payment
NIPOMO GATEWAY: Taps Mark Saltzman as Legal Counsel

NW VALLEY: 3rd Amended Plan Incorporates Kimball Settlement
OCH-ZIFF CAPITAL: Fitch Affirms BB- Longterm IDR , Outlook Negative
OI BRASIL: Chapter 15 Recognition Hearing Set for August 1
OL FRESH LLC: May Use Cash Collateral Through Sept. 19
OLIVE BRANCH: Wants to Use Cash Collateral Through Sept. 30

ONE HORIZON: Series A Shares Automatic Conversion Extended to 2018
OPAL ACQUISITION: Refinancing a Distressed Exchange, Moody's Says
P3 FOODS: May Use PNC Equipment's Cash Collateral Through Aug. 12
PARETEUM CORP: Has Until Nov. 27 to Comply with NYSE Listing Rules
PAS REAL ESTATE: Taps Bach Law Offices as Legal Counsel

PERFORMANCE SPORTS: Bybrook Agrees to Rescind Equity Trades
PERFORMANCE SPORTS: Deal on Purchase Price Adjustment Approved
PERFORMANCE SPORTS: Debtors Ask for Oct. 1 Extension of CCAA Stay
PITTSBURGH PROPERTY: Taps Elliott & Davis as Legal Counsel
POST EAST: Unsecureds Now Impaired Under Connect REO's Latest Plan

POUGHKEEPSIE CITY: Moody's Affirms Ba1 Rating on $60MM GO Bonds
POWER EQUIPMENT: Hearing on Plan Outline Approval Set for Sept. 6
PRUCRES INC: Court Denies UST Bid to Convert or Dismiss
PUERTO RICO: Govt. Development Bank Set for Title VI Liquidation
PUERTO RICO: Hedge Funds Disclose GO Bonds Owned

PUERTO RICO: UPR Mayaguez Teachers Sue Over $47M Budget Cut
QUALITY DISCOUNT: Aug. 17 Hearing on UST's Bid to Dismiss Case
QUALITY OIL: Taps Porter Hedges as Legal Counsel
RESIDENTIAL CAPITAL: Court Imposes Civil Contempt vs. Goyens
RETRO HOME HEALTH: Case Summary & 20 Largest Unsecured Creditors

RISE ENTERPRISES: Taps Gandia-Fabian Law Office as Legal Counsel
RIVER CREST: Taps Turoci Firm as Legal Counsel
ROCKY MOUNTAIN: Changes Series A Preferred Stock Voting Rights
ROOT9B HOLDINGS: OKs Issue of $500K Convertible Note to President
RUE21 INC: Committee Asks Court to Reject Disclosure Statement

RXI PHARMACEUTICALS: Has Resale Prospectus of 8-Mil. Common Shares
S&F MEAT: Taps Smith Kane Holman as Legal Counsel
S&S HOLDING: May Use Cash Collateral Until Aug. 2
SAGICOR FINANCIAL: Fitch Affirms 'B' IDR; Outlook Stable
SANDRA LEE MCLEOD: Trucks, Boat, Trailers & Pool Table Up for Sale

SEMGROUP CORP: Moody's Cuts CFR to B2 on HFOTCO Acquisition
SEMGROUP CORP: S&P Affirms 'B+' CCR on Completed Acquisition
SONSVEST LLC: Hearing on Plan Outline Approval Set for Aug. 24
SQUIRE COURT: NHDC Lacked Authority to File Bankruptcy Petition
SRC LIQUIDATION: IIMAK's Administrative Expense Claim Disallowed

STEPHEN D. MCCORMICK: 8th Cir. Disallows Melekian's Claim
STONEMOR PARTNERS: Delay in 2016 Audit Credit Neg., Moody's Says
SUPERIOR LINEN: Lender Wants Case Dismissed or Converted
TARGA RESOURCES: Moody's Revises Outlook Stable & Affirms Ba2 CFR
TIDEWATER INC: Court Enters Plan Confirmation Order

TOLL ROAD II: Fitch Affirms BB+ Rating on $1BB Revenue Bonds
TOMS SHOES: Moody's Lowers CFR to Caa2; Outlook Stable
TONAWANDA AUTO: Cash Collateral Access Has Final Approval
TVR INC: Disclosures Conditionally Approved; August 8 Plan Hearing
UNCAS LLC: New Class Added to Connect REO's Latest Liquidation Plan

UNIVERSAL SOFTWARE: Sept. 21 Hearing on UST Motion to Convert
US VIRGIN ISLANDS: Fitch Keeps 'B' IDR on Negative Watch
VAUGHAN FITNESS: Aug. 15 Plan Confirmation Hearing
VERSO PAPER: Moody's Lowers CFR to B2; Outlook Stable
WALTER INVESTMENT: Receives Noncompliance Notice from NYSE

WATER PIK: Moody's Puts B3 CFR Under Review for Upgrade
WESLEY ENHANCED: Fitch Assigns BB Rating to 2017A/B Rev. Bonds
WEST TEXAS BULLDOG: Voluntary Chapter 11 Case Summary
WOODSIDE HOMES: S&P Affirms 'B-' CCR & 'B' Sr. Unsec. Notes Rating
YMCA OF MARQ: Has Final Approval to Use Cash Collateral

YMCA OF MARQUETTE: Has Stipulation With USDA to Continue Cash Use

                            *********

1567 YORK: Case Summary & 5 Unsecured Creditors
-----------------------------------------------
Debtor: 1567 York LLC
        22 Cortlandt Street, Room 803
        New York, NY 10007-3154

About the Debtor: 1567 York is a would-be purchaser under a
                  certain contract of sale, dated Dec. 13, 2016,
                  as amended, to purchase two adjoining parcels
                  of real property located at 1567 and 1571 York
                  Avenue, New York, New York.  The current owner
                  of the Property is JGD Papoutsis LLC, which
                  is the seller under the Contract.  The sale
                  calls for the purchase price of $16,600,000,
                  including a deposit of $500,000, and $100,000
                  payment made against vacant rents.

                  The property is the site of two residential
                  apartment buildings occupied by residential
                  and commercial tenants.  The proposed
                  acquisition is being done in connection with
                  an anticipated larger development and joint
                  venture agreement.  Several of the apartments
                  are already vacant.

                  According to the Debtor, since the execution
                  of the contract, it has been working diligently
                  towards a closing, but encountered delays in
                  recent weeks.  A closing date was initially
                  set at June 30, 2017.  This date was extended
                  to July 17, 2017.

                  Dispute arose under the Contract relating to
                  the accuracy of certain of the Seller's
                  representations.  The Debtor said the Seller
                  refused to work cooperatively with it to
                  extend the closing voluntarily, and is
                  persisting in seeking to enforce the time of
                  the essence of closing date on July 17, 2017.
                  Since the Debtor is and remains committed to
                  close, it has instead opted to file the Chapter
                  11 case to preserve all of its rights under the
                  Contract.

Chapter 11 Petition Date: July 16, 2017

Case No.: 17-11953

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

Debtor's Counsel: Ted J. Donovan, Esq.
                  Kevin J. Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-221-5700
                  Fax: 212-422-6836
                  E-mail: TDonovan@GWFGlaw.com
                          knash@gwfglaw.com

Estimated Assets: $10 million to $50 million

Estimated Debt: $10 million to $50 million

The petition was signed by David Smith, manager.  A full-text copy
of the petition is available for free at:

            http://bankrupt.com/misc/nysb17-11953.pdf

Debtor's List of Five Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
David J. Feit, Esq.                Legal Services         $75,000

Hillel Spinner                       Brokerage           $450,000
1363 1st Ave                         Commission
New York, NY
10021-9516

JGD Papoutsis LLC                    Real Estate      $16,000,000
3305 168th St                         Contract
Flushing, NY
11358-1711

Madison Title Company                Title Fees          $100,000

Russell Morris, Esq.                Legal Services        $15,000


222 AMANDA PROPERTIES: Foreclosure Sale Set for August 11
---------------------------------------------------------
Nicole Katsorhis, Esq., as Referee will sell the property of 222
Amanda Properties, Inc., at public auction at the Queens County
Supreme Courthouse, 88 11 Sutphin Blvd., in Courtroom # 25,
Jamaica, NY on August 11, 2017 at 10:00 a.m.

The sale will be held pursuant to a Judgment of Foreclosure and
Sale and dated June 8, 2017 and entered on June 13, in the case,
NYCTL 2015-A TRUST, and THE BANK OF NEW YORK MELLON, as Collateral
Agent and Custodian for the NYCTL 2015-A TRUST, Plaintiffs against
222 AMANDA PROPERTIES, INC, et al. Defendant(s), pending in the
Supreme Court, County of Queens.

The premises known as 222-15 JAMAICA AVENUE, QUEENS VILLAGE, NY.

The approximate amount of lien is $19,508.55 plus interest and
costs.

Plaintiffs are represented by lawyers at Seyfarth Shaw LLP at 620
Eighth Avenue, New York, NY 10018


ADPT DFW: Files Supplement to DLA Piper Retention Bid
-----------------------------------------------------
ADPT DFW Holdings LLC, et al., filed a supplement to their
application seek authority from the U.S. Bankruptcy Court for the
Northern District of Texas to employ DLA Piper LLP (US), as their
special counsel.

The Debtors anticipate requiring DLA's services during these
Chapter 11 Cases with respect to general corporate, joint venture,
healthcare regulatory and limited bankruptcy matters.

More specifically, with respect to corporate and joint venture
matters, DLA anticipates advising the Debtors with respect to (i)
matters related to their joint ventures with Dignity Health,
University of Colorado and Texas Health Resources; (ii) matters
related to their leasehold obligations, including, but not limited
to, those certain master leases with MPT Operating Partnership,
L.P. and its affiliates; and (iii) other matters pertaining to the
Debtors’ day-to-day operations.

With respect to healthcare regulatory matters, DLA anticipates (i)
advising the Debtors on issues related to their compliance with
various state and federal laws governing their operations,
licensure and day-to-day affairs; and (ii) representing the Debtors
in regulatory matters on an ongoing basis.

DLA anticipates supporting the Debtors with their reorganization in
a manner that is consistent with section 327(e) of the Bankruptcy
Code and the Court's ruling at the Hearing, by, among other tasks,
providing limited assistance to the Debtors in connection with
their efforts to obtain approval of the Disclosure Statement and
confirmation of the Plan.

On April 25, 2017, the Debtors filed an application seeking to
employ DLA Piper as their special counsel.  These parties objected
to the request:

     -- Wexford Spectrum Investors, LLC and Debello
        Investors, LLC;

     -- the U.S. Trustee; and

     -- the Official Committee of Unsecured Creditors

The Debtors filed their Omnibus Reply to those Objections.

On May 16, 2017, the Court held a hearing to consider the DLA
Retention Application, Objections and Omnibus Reply.  The
Bankruptcy Court approved the retention of DLA Piper as special
counsel to the Debtors conditioned on the following:

   1. Steven V. Napolitano, a partner at DLA Piper, will resign
      as a member of Adeptus Health, Inc.'s Board of Directors;

   2. DLA Piper will resign as counsel in the Securities Class
      Actions against Adeptus Health;

   3. DLA Piper will transition its representation of the Debtors
      in all securities matters previously handled by DLA Piper
      to Norton Rose Fulbright LLP, the Debtors' general
      bankruptcy counsel;

   4. Mr. Napolitano will be walled off from all matters handled
      by DLA Piper as special counsel to the Debtors, subject to
      a short transition period; and

   5. DLA Piper will file a supplemental retention application
      detailing the services it intends to provide to the Debtors
      during the pendency of the Chapter 11 Cases.

Prior to the bankruptcy filing date, the Debtors hired DLA in
connection with their $175 million preptition credit agreement.
PubCo also employed DLA to advise its Board and management on
PubCo's compliance with its reporting and other obligations under
the Securities Exchange Act and New York Stock Exchange listing
rules relating to various financing transactions.

On May 25, 2017, Mr. Napolitano tendered his resignation to the
Board.

DLA Piper will be paid at these hourly rates:

     Thomas Califano          Partner     $1,000
     Chris Paci               Partner     $1,020
     David Clarke             Partner     $1,015
     Merle Cowin Teitelbaum   Partner     $845
     Dennis Williams          Partner     $805
     Karen Nelson             Partner     $690
     Sanjay Shirodkar         Of Counsel  $770
     Stephen Alicanti         Associate   $730
     Rachel Nanes             Associate   $680
     Andrew Perlman           Associate   $585
     Mordechai Sutton         Associate   $580
     Yohami Lam Guerra        Paralegal   $305

DLA Piper will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Thomas R. Califano, member of DLA Piper LLP (US), assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtor; (b) has not
been, within two years before the date of the filing of the Debtor'
chapter 11 petition, directors, officers or employees of the
Debtor; and (c) does not have an interest materially adverse to the
interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor, or for any other
reason.

DLA Piper can be reached at:

     Thomas R. Califano, Esq.
     DLA Piper LLP (US)
     1251 Avenue of the Americas
     New York, NY 10020-1104
     Tel: (212) 335-4500
     Fax: (212) 335-4501
     E-mail: thomas.califano@dlapiper.com

               About ADPT DFW Holdings LLC

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

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

Judge Stacey G. Jernigan presides over the cases.

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

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

On June 19, 2017, the U.S. Trustee appointed an official committee
of equity security holders. The equity committee hired Winstead
P.C. as legal counsel.

Daniel T. McMurray has been named as Patient Care Ombudsman in the
Debtors' cases. The PCO tapped Focus Management Group USA, Inc., as
medical operations advisor.


AEMETIS INC: Enters Into Limited Guaranty in Favor of Third Eye
---------------------------------------------------------------
Aemetis, Inc. and its wholly owned subsidiary Aemetis Advanced
Products Keyes, Inc. (the "Guarantors") entered into a limited
guaranty in favor of Third Eye Capital Corporation, as
administrative agent and collateral agent for and on behalf of the
noteholders to that certain note purchase agreement, dated July 10,
2017, among Goodland Advanced Fuels, Inc. (the "Borrower"), TECC
and the noteholders.

Pursuant to the Note Purchase Agreement, the Noteholders agreed,
subject to the terms and conditions of the Note Purchase Agreement
and relying on each of the representations and warranties set forth
therein, to make (i) a single term loan to the Borrower in an
aggregate amount of fifteen million dollars, with such indebtedness
to be evidenced by secured promissory notes issued to each
Noteholder and (ii) revolving advances not to exceed ten million
dollars in the aggregate, with such indebtedness evidenced by
secured promissory notes issued to each Noteholder.  The interest
rate per annum applicable to the Term Loan is equal to 10%.  The
interest rate per annum applicable to the Revolving Loans is 12%.
The maturity date of the Loans is July 10, 2019, provided that the
Maturity Date may be extended at the option of the Borrower for up
to two additional one-year periods upon prior written notice and
upon satisfaction of certain conditions and the payment of a
renewal fee for such extension.  An initial advance under the
Revolving Loan will be made in the amount of $2,250,000 as a
prepayment of interest on the Term Loan for the first eighteen
months of interest payments.

The Borrower, the Company and AAPK also entered into separate
Intercompany Revolving Promissory Notes, dated July 10, 2017,
pursuant to which the Borrower may, from time to time, lend a
portion of the proceeds of the Revolving Loans incurred under the
Note Purchase Agreement to a Guarantor.

Additionally, on July 10, 2017, the Company entered into an option
agreement with the Borrower and Michael L. Peterson, the sole
shareholder of the Borrower, pursuant to which the Shareholder
granted to the Company an irrevocable option to purchase all, but
not less than all, of the capital stock of the Borrower owned by
the Shareholder for an aggregate purchase price equal to $0.01 per
share (subject to appropriate adjustment for stock splits, stock
dividends, recapitalizations and the like, to the extent such
adjustments have been consented to by TECC).  The Company has no
obligation to exercise the Option except as set forth in the Option
Agreement.

In consideration for the direct and indirect benefits from the
transactions contemplated by the Note Purchase Agreement, the
Intercompany Revolving Notes and the Option Agreement, the
Guarantors agreed to enter into the Limited Guaranty.  Pursuant to
the Limited Guaranty, the Guarantors guarantee the prompt payment
and performance of all unpaid principal of and interest on the
Loans and all other obligations and liabilities of the Borrower to
TECC or to any Noteholders in connection with the Note Purchase
Agreement; provided that prior to the date on which the Option is
exercised, the aggregate obligations and liabilities of each
Guarantor is limited to the sum of (i) the aggregate amount
advanced by the Borrower to such Guarantor under and in accordance
with the Intercompany Revolving Notes and (ii) the obligation of
the Guarantor pursuant to its indemnity and expense obligations
under the Limited Guaranty and provided further that on and after
the Aemetis Option Exercise Date, the Guaranty Limit will no longer
apply and the Limited Guaranty will be construed as excluding the
term Guaranty Limit.

The obligations of the Guarantors pursuant to the Limited Guaranty
are secured by a first priority lien over all assets of the
Guarantors pursuant to separate general security agreements entered
into by each Guarantor.  Prior to the Aemetis Option Exercise Date,
the secured obligations of the Guarantors are limited to the
Guaranteed Obligations and subject to the Guaranty Limit.
Additionally, the Company entered into a Pledge Agreement, dated
July 10, 2017, with TECC, pursuant to which the Company will pledge
the Shares to TECC upon exercise of the Option.

On July 10, 2017, the Company also entered into a Pledge Agreement
with TECC in conncection with the Limited Waiver and Amendment No.
13 to the Note Purchase Agreement, dated March 1, 2017, by and
between Aemetis Advanced Fuels Keyes, Inc., Aemetic Facility Keyes,
Inc. the Company, TECC and the Noteholders signatory thereto,
pursuant to which the Company pledged and granted a security
interest in all of the shares of stock of Aemetis Advanced
Biorefinery Keyes, Inc. to TECC.

A full-text copy of the Form 8-K report is available at:

                    https://is.gd/g88VT6

                       About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

Aemetis reported a net loss of $15.63 million on $143.15 million of
revenues for the year ended Dec. 31, 2016, compared with a net loss
of $27.13 million on $146.64 million of revenues for the year ended
Dec. 31, 2015.  As of March 31, 2017, Aemetis had $74.97 million in
total assets, $132.81 million in total liabilities and a total
stockholders' deficit of $57.83 million.


ARCHER USA: Court Affirms Setoff of Cirkel's Debts as Equitable
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
issued an order on July 11, 2016, fixing Cirkelselskabet aft 16.
Juli 2008 ApS's claim in the amount of $957,163.02.  In appealing
the order, Cirkel argues that the Bankruptcy Court erred in
offsetting Cirkel's claim against its debt because in this matter
there is no independent right to setoff, as required by the U.S.
Bankruptcy Code, and even if there were such a right, given the
facts here, setoff is not permitted under Washington law and is
disfavored by the equities. Archer USA, Inc., in response, argues
that both Washington law and the Plan Confirmation Order provide an
independent right of setoff, and setting off Cirkel's debts against
Archer's is both warranted and equitable in this case.

Having considered the papers submitted and the balance of the
record, Judge Richard A. Jones of the U.S. District Court for the
Western District of Washington denies Cirkel's appeal.

Cirkel presents the following issues on appeal: (1) whether the
Bankruptcy Court erred by holding that the Confirmed Chapter 11
plan created an independent right of setoff, (2) whether the
Bankruptcy Court erred in determining that Washington law permits
setoff in this case, and; (3) whether the Bankruptcy Court erred by
failing to properly address the equities of applying a setoff.

Cirkel first argues that the Bankruptcy Court erred in allowing
Archer and Cirkel to apply their mutual debts against one another
-- to "setoff" the debts -- because the Confirmed Reorganization
Plan did not grant such a right.

Here, the Bankruptcy Court recognized two independent sources of
authority for the plan administrator's right to offset the debts
between Cirkel and Archer: (1) paragraph 16 of the Plan
Confirmation Order, and (2) Washington law.

Cirkel appears to concede that Washington law provides an
independent right of setoff in this case. Judge Jones agrees with
the parties that Washington law provides an independent right of
setoff; it is therefore unnecessary to determine whether the Plan
also provides such a right.

Cirkel also contends that the Bankruptcy Court erred by failing to
address the equities of setoff in this case. Moreover, Cirkel
argues that permitting setoff is inequitable as it means that
Cirkel receives pennies on the dollar from Archer.

First, contrary to Cirkel's contention, the Bankruptcy Court
addressed the equities. Cirkel has provided no support for the
argument that the Bankruptcy Court was somehow required to address
the equities at greater length or in an alternative manner.

Cirkel further argues that because it will only receive a prorated
share of Archer's estate, it "will lose the full amount of the
Debtor's claim against the Danish Sub in the setoff ordered by the
Bankruptcy Court and then only receive pennies on the dollar. . .
." Judge Jones states that Cirkel has not cited any authority for
the proposition that it is inequitable to allow setoff where it has
been instigated by the debtor, as opposed to the creditor. Further,
the Bankruptcy Court here offset the face values of the debts owed
between Archer and Cirkel--"Apples were offset against apples"—a
straightforward setoff that avoids "the absurdity of making A pay B
when B owes A." Accordingly, the Bankruptcy Court was well within
its discretion in finding that setoff is equitable here.

Judge Jones, thus, denies the appeal and the Clerk of Court is
directed to close the case.

The case is CIRKELSELSKABET AF 16 JULI 2008 APS,
Defendant/Appellant, v. ANTHONY NEUPERT, as Plan Administrator, No.
14-16659TWD (W.D. Wash.).

A full-text copy of Judge Jones' Order is available at
https://is.gd/RxS3wQ from Leagle.com.

Cirkelselskabet af 16.juli 2008 ApS, Appellant, represented by
Brian Lowell Budsberg, BUDSBERG LAW GROUP PLLC.

Anthony Neupert, Appellee, represented by Bruce W. Leaverton --
leavertonb@lanepowell.com -- LANE POWELL PC & Tereza Simonyan --
SimonyanT@lanepowell.com -- LANE POWELL PC.

Bankruptcy Appeals (SEA), Interested Party, Pro Se.

                   About Archer USA

Headquartered in Seattle, Washington, Archer USA, Inc. filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wa. Case No.
14-16659) on Sept. 6, 2014, with estimated assets of 1 million to
$10 million and liabilities of $10 million to $50 million.

Headquartered in Seattle, Washington, Lenco Mobile, Inc. filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wa. Case No.
14-16660) on Sept. 6, 2014, listing $6.5 million in total assets
and total debts of $32.6 million.

The petitions were signed by Matthew Harris, president.


ARMSTRONG ENERGY: S&P Lowers CCR to 'D' on Missed Payment
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit and issue-level
ratings on Armstrong Energy Inc. to 'D' from 'CC' and removed the
ratings from CreditWatch, where it placed them with negative
implications on June 16, 2017. The recovery rating on the company's
senior secured debt remains '4', indicating S&P's expectation of
average (30%-50%, rounded estimate: 45%) recovery in the event of a
payment default.

S&P said, "The downgrade reflects Armstrong's failure to make an
$11.75 million interest payment on the 11.75% senior secured notes
within the 30-day grace period that expired on July 17, 2017. The
interest payment on the notes was originally due on June 15, 2017,
after which the company exercised its 30-day grace period. We lower
the rating to 'D' if the missed interest payment is not made within
30 calendar days after the due date, even if a forbearance
agreement extends the time to make such payment."

Armstrong Energy is an Illinois-based producer of low chlorine,
high sulfur thermal coal. As of March 31, 2017, the company
controlled approximately 565 million tons of proven and probable
coal reserves and operated five active mines. The company's higher
cost relative to peers in the Illinois basin has made its coal less
attractive to utilities and led to a substantial decline in its
operating cash flows.


ASARCO LLC: Court Stays CERCLA Contribution Suit vs. Noranda
------------------------------------------------------------
Asarco LLC has paid over $8.7 million to settle environmental
cleanup liabilities with the Environmental Protection Agency
related to a site near Park City, Utah.  Asarco's complaint seeks
contribution from Defendant Noranda Mining, Inc., pursuant to
Section 113(f) of the Comprehensive Environmental Response,
Compensation, and Liability Act (CERCLA), 42 U.S.C. Section
9613(f), for the portion of the environmental damages that Noranda
caused.

Noranda seeks a stay of this action because the full extent of the
damages is uncertain until the property is remediated. The EPA has
not yet approved a remediation plan for a large portion of the
site. Judge David Nuffer of the United States District Court for
the District of Utah granted the stay until the EPA approves a
remediation plan for the site.

Noranda points out that the allocation of liability changes
depending on the cleanup plan the EPA chooses. If the EPA chooses a
partial excavation with a cap in place for the remaining tailings,
the remediation cost could be $22.5 million. But if the EPA
requires a complete "dig and haul" of all affected soils, the
remediation cost could be $57 million. Asarco's payment is set but
its percentage contribution and the required contributions of
others vary widely depending on total cost.

Judge Nuffer finds that forecasting allocation of liability before
a formal record of decision may turn out to be inaccurate and a
waste of resources, all to estimate a plan which will soon exist.
An administrative agency tasked with primary responsibility for
this function should be allowed to act. Money need not be spent on
experts who will guess what plan the EPA will implement. The risk
that the experts will improperly determine the appropriate
allocation of liability is high. If fault is allocated under a
cleanup plan different than the EPA approves, there is a risk that
the contribution claim would be alleged as a challenge to the
judgment and require a new trial. The risks can be avoided by
waiting for the EPA to approve a cleanup plan for Lower Silver
Creek.

Asarco argues that it is not necessary for all remediation costs to
be incurred for it to succeed on its claim. Delay until all
remediation costs are incurred is not necessary to success on a
CERCLA contribution claim. However, Judge Nuffer opines that a stay
should be granted at least until the EPA has approved a remediation
plan so that the contribution determination is accurate.

Ordering a stay will: promote judicial economy because the EPA, not
the court, is the proper agency to assess the correct cleanup plan;
avoid confusion and potentially inconsistent results if the EPA
selects a different cleanup plan than the one determined by the
experts; and cause minimal prejudice or undue hardship.

Thus, Judge Nuffer rules that Noranda's motion requesting a stay is
granted. The stay will be lifted after the EPA approves a
remediation plan for the Lower Silver Creek site. Every three
months the parties shall file a joint status report. And when the
plan is approved, a status report shall be filed within 14 days,
with a motion to lift the stay and a proposed a schedule for
resolution of claims remaining in this case, with an attorneys'
planning meeting report and a proposed scheduling order as outlined
at
http://www.utd.uscourts.gov/attorney-planning-meeting-andreport.

The case is ASARCO, LLC, a Delaware Limited Liability Company
Plaintiff, v. NORANDA MINING, INC., Defendant Case No. 2:12-cv-527
DN (D. Ut.).

A full-text copy of Judge Nuffer's Memorandum Decision and Order is
available at https://is.gd/hYPnhM from Leagle.com.

Asarco, Plaintiff, represented by Gregory Evans, MCGUIREWOODS LLP,
pro hac vice.

Asarco, Plaintiff, represented by Steven J. Christiansen --
schristiansen@parrbrown.com -- PARR BROWN GEE & LOVELESS, Cheylynn
Hayman -- chayman@parrbrown.com -- PARR BROWN GEE & LOVELESS,
Daphne Hsu, MCGUIREWOODS LLP, pro hac vice, David C. Reymann --
dreymann@parrbrown.com -- PARR BROWN GEE & LOVELESS, James G.
Warren, MCGUIREWOODS LLP, pro hac vice, Laura G. Brys --
lbrys@mcguirewoods.com -- MCGUIREWOODS LLP, pro hac vice, Tanya
Guerrero, MCGUIREWOODS LLP, pro hac vice & William R. Pletcher,
MCGUIREWOODS LLP, pro hac vice.

Noranda Mining, Defendant, represented by Jeffrey C. Corey --
jcorey@parsonsbehle.com -- PARSONS BEHLE & LATIMER, Richard J.
Angell -- rangell@parsonsbehle.com -- PARSONS BEHLE & LATIMER &
Zack L. Winzeler -- zwinzeler@parsonsbehle.com -- PARSONS BEHLE &
LATIMER.

Atlantic Richfield Company, Movant, represented by H. Michael
Keller -- mkeller@fabianvancott.com -- FABIAN VANCOTT.

Sandra M. Stash, Movant, represented by Jonathan W. Rauchway –
jonathan.rauchway@gdslaw.com -- DAVIS GRAHAM & STUBBS LLP, pro hac
vice & H. Michael Keller, FABIAN VANCOTT.

                   About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--  
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts L.L.P.,
and Jordan, Hyden, Womble & Culbreth, P.C., represented the Debtor
in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASPIRITY ENERGY: May Use Cash Collateral Until July 28
------------------------------------------------------
The Hon. Kathleen H. Sanberg of the U.S. Bankruptcy Court for the
District of Minnesota has authorized Aspirity Energy, LLC, to use
Exelon Generation Company, LLC's cash collateral in accordance with
the budget, ending on July 28, 2017.

A further hearing on the Debtor's request to use cash collateral
will be held on July 26, 2017, at 9:00 a.m.

The use of cash collateral as authorized extends through and
includes the date of the Final Cash Collateral Hearing, but any use
of cash collateral beyond the date of the Final Cash Collateral
Hearing must be authorized by further court order.

As adequate protection for any diminution in the value of the
collateral resulting from the use of cash collateral, the Debtor is
authorized to grant to Exelon a replacement lien in the Debtor's
assets, which replacement lien will have the same priority, dignity
and effect as the pre-petition lien held by Exelon, all pending the
Final Cash Collateral Hearing.

The Debtor's right to use the cash collateral pursuant to the terms
set forth in the court order will terminate upon the earliest to
occur of any of the following that has not been waived by Exelon:
(i) the failure of the Debtor to comply with any term of or make
any payment required under the court order; (ii) unless the Court
orders otherwise, the occurrence of July 26, 2017, without the
Court having held a hearing on the Debtor's continued use of cash
collateral; (iii) the dismissal of the Debtor's Chapter 11 case,
the conversion of the Debtor's Chapter 11 case to a case under
Chapter 7 of the Bankruptcy Code, or appointment of a Chapter  11
trustee with expanded powers in the Debtor's Chapter 11 case; (iv)
any stay, reversal, vacatur, rescission or other modification of
the terms of this Order not consented to by Exelon; or (v) the
failure of the Debtor to pay any post-petition local, state, or
federal taxes as they become due.

A copy of the Order is available at:

           http://bankrupt.com/misc/mnb17-41991-16.pdf

As reported by the Troubled Company Reporter on July 10, 2017, the
Debtor sought court permission to use the cash collateral to pay
essential operating expenses, telling the Court that it will suffer
irreversible and irreparable harm if it is not able to use cash
collateral.  

                     About Aspirity Energy

Headquartered in Minnetonka, Minnesota, Aspirity Energy, LLC, is in
the business of providing electricity to several thousand retail
customers.  Aspirity Energy has been in business for approximately
two years.

Aspirity Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Minn. Case No. 17-41991) on June 30, 2017, estimating its assets
at up to $50,000 and its liabilities at between $1 million and $10
million.  The petition was signed by Scott Lutz, president and
CEO.

Judge Kathleen H. Sanberg presides over the case.

Steven B. Nosek, Esq., at Steven Nosek, P.A., serves as the
Debtor's bankruptcy counsel.


AVALON CARE: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: Avalon Care Center - Chowchilla, LLC
           fdba Avalon Care Center
        206 North 2100 West
        Salt Lake City, UT 84116

About the Debtor: Avalon Chowchilla operated a duly licensed
                  65-bed skilled nursing facility in Chowchilla,
                  California.  Avalon Chowchilla ceased active
                  operations in May 2016, has limited resources,
                  no revenues and significant contingent
                  liabilities.

Chapter 11 Petition Date: July 17, 2017

Case No.: 17-12721

Court: United States Bankruptcy Court
       Eastern District of California (Fresno)

Judge: Hon. Rene Lastreto II

Debtor's Counsel: Hagop T. Bedoyan, Esq.
                  KLEIN, DENATALE, GOLDNER, COOPER, ROSENLIEB
                    & KIMBALL, LLP
                  5260 N Palm Ave #201
                  Fresno, CA 93704
                  Tel: 559-438-4374
                  E-mail: hbedoyan@kleinlaw.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Anne Stuart, authorized signatory.

The Debtor's list of five unsecured creditors is available for free
at http://bankrupt.com/misc/caeb17-12721.pdf


BIBHU LLC: Unsecureds to Get 5% Dividend in 60 Installments
-----------------------------------------------------------
Bibhu LLC filed with the U.S. Bankruptcy Court for the Southern
District of New York a disclosure statement to accompany its plan
of reorganization.

Class II under the plan consists of the claims of general unsecured
creditors in the Debtor's case totaling approximately $103,566.74.
Claimants in this class will get a 5% dividend in 60 monthly
installment payments.

Class III consists of the claims of a judgment creditor and holder
of two alleged undocumented personal liability of the principals,
Alicia Vergara, who is an unsecured creditor in the Debtor's case
totaling approximately $270,577.71. Creditors in this class will
also get 5% dividend in 60 monthly installment payments.

The entity's reorganization plan is to maximize revenue by
restructuring the business to diversify the business operations to
offer collections of furs, jewelry collaborations, more European
and US department stores and a more extensive private clientele
portfolio. The restructured, stabilized corporate entity will then
be marketed to capital investors, thereby further maximizing
business profitability.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/nysb17-10042-37.pdf

Attorney for Debtor Bibhu LLC:

     Alla Kachan, Esq
     3099 Coney Island Ave, 3rd Floor
     Brooklyn, NY 11235
     Tel: (718) 513-3145
     Fax: (347) 342-3156
     E-mail: alla@kachanlaw.com

                      About Bibhu LLC

Bibhu, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.
Case No. 17-10042) on January 10, 2017. Alla Kachan, Esq., at the
Law Offices of Alla Kachan P.C. serves as bankruptcy counsel.  The
Debtor's assets and liabilities are both below $1 million.


BICOM NY: Dealers Have $4.5M From JPM While They Pursue Sale
------------------------------------------------------------
BICOM NY, LLC, et al., ask for authorization from the U.S.
Bankruptcy Court for the Southern District of New York to obtain
debtor in possession financing from, and use cash collateral of,
JPMorgan Chase Bank, N.A.

Before and since the Petition Date, the Debtors have actively
marketed and solicited offers from a wide range of potential
purchasers for a sale of substantially all of the Debtors'
operating assets, or significant parts thereof, and have conducted
extensive discussions and negotiations with a number of parties
that expressed an actual interest in such acquisitions.
Unfortunately, the Debtors were unable to consummate the
transaction prior to the filing, and are compelled to sell the
assets of the dealerships.  The Debtors seek to maximize the value
of their assets through the auction that will best position the
Debtors to obtain the highest and best price or prices for the
assets.  The Debtors are confident that the sale process will
achieve a disposition of their assets at fair and reasonable
prices, and, therefore, is supported by the exercise of the
Debtors' sound business judgment.  

In order for the Debtors to be able to fund the case and the run
the sale process, the Debtors require the DIP Facility and use of
cash collateral.

The Debtors' obligations under the DIP Facility, consisting of an
aggregate principal amount of up to $4.5 million, of which up to
$1.5 million will be available upon entry of the interim court
order, will be (i) secured by a priming first lien security
interest in all assets of the Debtors except assets subject to a
valid first priority lien in favor of a party other than Chase, and
(ii) will be accorded superpriority administrative clam status.

The Debtors to utilize the DIP Facility to indefeasibly repay in
full and in cash all obligations under the Credit Agreement dated
Sept. 14, 2016, as amended by that Amendment to Credit Agreement
and Line of Credit Note dated Oct. 4, 2016, entered into between
the Debtors, Kings Automotive Holdings LLC, and Chase.

The Debtors want to grant the lender valid, enforceable,
non-avoidable and fully perfected first priority priming liens on
and senior security interests in all of the property, assets and
other interests in property and assets of the Debtors other than
avoidance actions for the benefit of Chase.  The Debtors also
propose to grant Chase superpriority administrative expense
claims.

The loan will mature on the earliest of (a) Sept. 29, 2017, (b) the
date of acceleration of any of the obligations pursuant to
Section 7, (c) the date of termination of the commitments; (d) the
first business day on which the Interim Order expires by its terms
or is terminated, unless the final court order has been entered and
has become effective prior thereto, (e) July 28, 2017, unless prior
thereto: (1) the final court order has been entered and has become
effective prior thereto, (2) the sales procedures Order has been
entered and has become effective prior thereto, and (3) the Debtors
have received one or more letters of intent from prospective
purchasers for substantially all of the Debtors' assets in form,
substance and amount acceptable to DIP Lender in its sole
discretion; (f) Aug. 31, 2017, unless the Sale Order has been
entered, (g) the date that any of the Chapter 11 cases is converted
to a case under Chapter 7 of the Bankruptcy Code; (h) the date that
any of the Chapter 11 Cases is dismissed; and (i) the effective
date of any of the Debtors' plan of reorganization confirmed in the
Chapter 11 cases.

Sept. 29, 2017, is the termination date.

The loan will have an interest rate of LIBOR + 10% and a default
rate of additional 3.  The specific terms regarding the calculation
of the LIBOR can be found in the DIP Line of Credit Note.

The Lender has agreed to make the Line of Credit available to the
Debtors on a joint and several basis in an aggregate maximum
principal amount of up to $4.5 million.

The Debtors must pay DIP Fee of 1% of the maximum principal amount
of the DIP Facility earned upon the making of the first advance
under the DIP Facility will accrue as payment in kind as a DIP
obligation.

Subject to the carve-out, the obligations of each of the Debtors
under the DIP will be secured by liens.  As security for the DIP
obligations, the DIP Lender is granted valid, binding and fully
perfected, security interests in and liens upon all present and
after-acquired property of the Debtors.

The Lender is entitled to adequate protection of their interest in
prepetition collateral for, and in an aggregate amount equal to,
the diminution in value of interests from and after the Petition
Date for, among other things, the Debtors' sale, lease, or use of
the prepetition collateral, the priming of the prepetition liens as
set forth herein and the imposition of the automatic stay pursuant
to Section 362 of the U.S. Bankruptcy Code.  The prepetition lender
is granted adequate protection, which include (i) adequate
protection liens,  (ii) superpriority claims for diminution in
value of the Cash Collateral, (iii) payment of fees and expense,
and payment of adequate protection from the sale of vehicles.  

A copy of the Debtors' Motion is available at:

          http://bankrupt.com/misc/nysb17-11906-16.pdf

                    About BICOM and ISCOM NY

BICOM NY, LLC, d/b/a Jaguar Land Rover Manhattan --
http://www.landrovermanhattan.com/-- is a dealer of Jaguar and
Land Rover cars in New York City.  ISCOM NY, LLC, d/ba/ Maserati of
Manhattan -- http://www.maseratiofmanhattan.com/-- is a retailer
of Maserati cars in New York City.

BICOM NY, and ISCOM NY and related entity Bay Ridge Automotive
Company, LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
17-11906 to 17-11908) on July 10, 2017.  The petitions were signed
by Gary B. Flom, manager.

BICOM NY disclosed $37.37 million in total assets and $12.17
million in total liabilities as of the bankruptcy filing.  ISCOM NY
disclosed $4.85 million in total assets and $5.33 million in total
liabilities.

Eric J. Snyder, Esq., at Wilk Auslander LLP, serves as the Debtors'
bankruptcy counsel.


BRIGHTER CHOICE: Fitch Affirms B Rating on $15.6MM Rev Bonds
------------------------------------------------------------
Fitch Ratings has affirmed the rating on the following bonds issued
by the Albany Industrial Development Agency (NY) on behalf of the
Brighter Choice Elementary Charter Schools (BCCS):

-- $15.6 million outstanding civic facilities revenue bonds,
    series 2007A at 'B'.

The Rating Outlook is Stable.

SECURITY

The bonds are a general obligation of BCCS and are payable from
gross revenues, primarily state-mandated school district per-pupil
aid payments. Further security includes a cash-funded reserve equal
to maximum annual debt service (MADS), other reserve funds under
the indenture and a first mortgage lien on the two school
facilities.

KEY RATING DRIVERS

HIGHLY SPECULATIVE CREDIT CHARACTERISTICS: The 'B' rating reflects
material risk associated with a short three-year charter renewal
term through 2018, a historical trend of volatile operating
performance and minimal financial cushion. Offsetting factors that
provide a margin of safety include improving financial results,
adequate academic performance, solid enrollment trends, and
stabilized management.

FINANCIAL OPERATIONS IMPROVING: Operating results for fiscal 2016
reflect surplus operations, debt service coverage above the 1.1x
covenant calculated per the bond documents, and improvement in cash
levels. Preliminary fiscal 2017 interim projections show another
operating surplus and increase in cash levels as conservative
budget estimates and additional revenues from a new fifth grade
class supported the results. These results follow two fiscal years
of below 1x debt service coverage and negative operating margins.

MINIMAL RESERVES: The schools have minimal balance sheet cushion to
offset weak operating performance or absorb unexpected pressures.
Available funds at June 30, 2016 accounted for an improved but
still thin 8% of operating expenses and 4% of debt.

RATING SENSITIVITIES

SUFFICIENT DEBT SERVICE COVERAGE: Continued demonstration by BCCS
of debt service coverage exceeding covenant levels as well as
growth in unrestricted cash, could lead to a positive rating
action.


BRISTLECONE INC: Wants to Obtain $150K in Financing From Gas Hole
-----------------------------------------------------------------
Bristlecone, Inc., doing business as Bristlecone Holdings, and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District of
Nevada for authorization to obtain up to $150,000 in secured
postpetition financing under a loan agreement and security
agreements and revolving line of credit promissory note between
Bristlecone, Inc., and lender Gas Hole, LLC.

Borrowing will be repaid in full, and the DIP Facility will
terminate the earlier of: (i) four months after the loan and
security agreement execution date, which will be the date of entry
of a court order approving the DIP Facility, (ii) completion of a
court-approved Section 363 asset sale or (iii) the confirmation by
the Debtors of a new value plan.

The DIP Facility will be available to finance the ongoing business
operations by the Debtors until the time of a Section 363 asset
sale or plan confirmation.  

To secure the borrower's obligations under the DIP Facility, all
obligations of the borrower to the DIP Lender will be entitled to
senior security interest in the collateral.  The DIP Lender
reserves the right to credit bid its unpaid loan balance at any
Section 363 court-approved sale of the collateral.

Advances outstanding of the DIP Facility will bear interest at the
non-default rate of 10% per annum.  The default interest rate will
be equal to the lesser of 18% per annum or the maximum lawful
rate.

A copy of the Debtors' Motion is available at:

          http://bankrupt.com/misc/nvb17-50472-136.pdf

                     About Bristlecone Inc.

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

Bristlecone, Inc., and seven of its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos.
17-50472 to 17-50476 and 17-50478 to 17-50480) on April 18, 2017.

The seven affiliates are Boonfi LLC, Bristlecone Lending LLC,
Bristolecone SPV I LLC, I Do Lending LLC, Medly LLC, One Road
Lending LLC and Wags Lending LLC.  The Debtors' cases are assigned
to Judge Bruce T. Beesley.

At the time of the filing, Bristlecone, Inc., estimated its assets
and liabilities at $10 million to $50 million.  The petitions were
signed by Brandon Kyle Ferguson, president and CEO.


CALIFORNIA MUNICIPAL: Fitch Withdraws BB+ on 2008A/B Rev. Bonds
---------------------------------------------------------------
Fitch Ratings has withdrawn its ratings for the following bonds due
to prerefunding activity:

-- California Municipal Finance Authority (CA) (High Tech High
    Learning Projects) revenue bonds series 2008A (prerefunded
    maturities only - 130497AB6, 130497AC4, 130497AD2). Previous
    Rating: 'BB+'/Rating Outlook Stable;

-- California Municipal Finance Authority (CA) (High Tech High
    Learning Projects) revenue bonds series 2008B (prerefunded
    maturities only - 130497AE0, 130497AF7, 130497AG5, 130497AH3,
    130497AK6). Previous Rating: 'BB'/Rating Outlook Stable.


CAMBER ENERGY: Incurs $89.1 Million Net Loss in Fiscal 2017
-----------------------------------------------------------
Camber Energy, Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$89.12 million on $5.30 million of total net operating revenues for
the year ended March 31, 2017, compared to a net loss of $25.44
million on $968,146 of total net operating revenues for the year
ended March 31, 2016.

As of March 31, 2017, Camber Energy had $39.85 million in total
assets, $50.42 million in total liabilities and a total
stockholders' deficit of $10.56 million.

GBH CPAs, PC -- www.gbhcpas.com -- in Houston, Texas, issued a
"going concern" opinion on the consolidated financial statements
for the year ended March 31, 2017, citing that the Company has
incurred significant losses from operations and had a working
capital deficit at March 31, 2017.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.

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

                     https://is.gd/R6GIoM

                      About Camber Energy

Based in Houston, Texas, Camber Energy (NYSE MKT: CEI) --
www.camber.energy -- is a growth-oriented, independent oil and gas
company engaged in the development of crude oil and natural gas in
the Austin Chalk and Eagle Ford formations in south Texas, the
Permian Basin in west Texas, and the Hunton formation in central
Oklahoma.

Lucas Energy changed its name to Camber Energy, Inc., effective
Jan. 5, 2017, to more accurately reflect the Company's strategic
shift from its Austin Chalk and Eagleford roots to an expanding
addition of shallow oil and gas reserves with longer-lived,
lower-risk production profiles.


CAPITAL TEAS: Taps Yumkas Vidmar as Legal Counsel
-------------------------------------------------
Capital Teas, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to hire legal counsel in connection
with its Chapter 11 case.

The Debtor proposes to employ Yumkas, Vidmar, Sweeney & Mulrenin,
LLC to, among other things, give legal advice regarding its duties
under the Bankruptcy Code; assist in the negotiation of financing
agreements and related transactions; and assist in the preparation
and implementation of a plan of reorganization.

The hourly rates charged by the firm range from $310 to $450 for
members, $275 to $280 for associates, and $125 to $175 for
paralegals.  Lawrence Yumkas, Esq., and Lisa Yonka Stevens, Esq.,
the attorneys who will be handling the case, will charge $435 per
hour and $310 per hour, respectively.  

The firm has agreed to act as legal counsel provided it is paid an
initial retainer of $25,000 after the petition date.

Prior to the petition date, the firm received from the Debtor
$45,907, which was used to pay the filing fee of $1,717, and
pre-bankruptcy fees of $44,190.

Mr. Yumkas disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Lawrence J. Yumkas, Esq.
     Lisa Yonka Stevens, Esq.
     Yumkas, Vidmar, Sweeney & Mulrenin, LLC
     10211 Wincopin Circle, Suite 500
     Columbia, MD 21044
     Tel: 443-569-0795
     Fax: 410-571-2798
     Email: lstevens@yvslaw.com
     Email: lyumkas@yvslaw.com

                     About Capital Teas Inc.

Capital Teas, Inc. -- http://www.capitalteas.com/-- is a retailer
offering green, white, black, oolong, rooibos, mate, fruit tisane,
and herbal tea products.  The Debtor first opened its doors in
2007.  Peter Martino is chief executive officer of the Debtor.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 17-19426) on July 11, 2017.  Mr.
Martino signed the petition.  

At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.  

Judge Robert A. Gordon presides over the case.


CASHMAN EQUIPMENT: May Use Cash Collateral Through Aug. 15
----------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts has authorized, on an interim basis,
Cashman Equipment Corp. to use cash collateral through and
including Aug. 15, 2017.

A continued hearing on the Debtor's cash collateral use will be
held on Aug. 14, 2017, at 10:00 a.m. (prevailing Eastern Time).
Objections to the cash collateral use must be filed by Aug. 9,
2017, at 4:00 p.m. (prevailing Eastern Time).

According to the Debtors, these entities may assert liens on the
Debtors' property and may have an interest in the Debtors ' cash
collateral: (i) U.S. Secretary of Transportation acting through the
U.S. Maritime Administration; (ii) Rockland Trust Company; (iii)
Santander Bank, N.A.; (iv) Wells Fargo, N.A.; (v) Citizens Asset
Finance, Inc.; (vi) Bank of America Leasing and Capital, LLC; (vii)
U.S. Bank Equipment Finance; (viii) KeyBank N. A.; (ix) Fifth Third
Bank; (x) Radius Bank; (xi) Pacific Western Bank; and (xii)
Equitable Bank.

As adequate protection, each of the Lenders is granted a
replacement lien on the same type of post-petition property of the
Debtor's estates against which the Lender held a lien as of the
Petition Date.

A copy of the Interim Order is available at:

          http://bankrupt.com/misc/mab17-12205-217.pdf

                  About Cashman Equipment Corp.

Headquartered in Boston, Massachusetts, Cashman Equipment Corp.
-- http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s.  Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.

Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed bare-bones
Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 17-12205) on
June 9, 2017.  The petitions were signed by James M. Cashman, the
Debtors' president.  Mr. Cashman also commenced his own Chapter 11
case (Bankr. D. Mass. Case No. 17-12204).  The cases are jointly
administered.

Cashman Equipment estimated its assets and debt at between $100
million and $500 million.   Judge Melvin S. Hoffman presides over
the cases.

Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation serve as Cashman Equipment, et al.'s
counsel.  Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar LLC,
serves as Mr. Cashman's counsel, according to Mr. Cashman's
petition.

An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.

Wilmington Trust Company serves as Indenture Trustee under (i)
Trust Indenture dated Dec. 4, 1997, and (ii) Trust Indenture dated
April 14, 1999.


CATHEDRAL ROCK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:

      Debtor                                            Case No.
      ------                                            --------
      Cathedral Rock Corporation                        17-42927
      3901 Arlington Highlands Blvd.
      Suite 200
      Arlington, TX 76018

      Cathedral Rock Investments, Inc.                  17-42928
      Cathedral Rock Management I, Inc.                 17-42929
      Cathedral Rock Management, L.P.                   17-42930
      Espanola Valley Nursing Operations LLC            17-42932
      Santa Fe Nursing Operations LLC                   17-42933
      Sunshine Haven Nursing Operations LLC             17-42934

About the Debtors: The Debtors are affiliates of Bloomfield
                   Nursing Operations LLC, Casa Real Nursing
                   Operations LLC and Red Rocks Nursing Operations
                   LLC that sought bankruptcy protection on July
                   3, 2017 (Bankr. N.D. Tex. Case Nos. 17-42796,
                   17-42797 and 17-42799, respectively).

Chapter 11 Petition Date: July 17, 2017

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms

Debtors' Counsel: Jeff P. Prostok Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: 817-877-8855
                  E-mail: jpp@forsheyprostok.com
                          jprostok@forsheyprostok.com

                                   Estimated  Estimated
                                    Assets   Liabilities
                                  ---------- -----------
Cathedral Rock Corporation          $0-$50K    $0-$50K
Cathedral Rock Investments          $0-$50K    $0-$50K

The petitions were signed by Kent C. Harrington, president.

The Debtors each did not file a list of 20 largest unsecured
creditors on the Petition Date.

Full-text copies of the petitions are available for free at:

          http://bankrupt.com/misc/txnb17-42927.pdf
          http://bankrupt.com/misc/txnb17-42928.pdf


CENTRAL ILLINOIS COMPOUNDING: Case Summary & Unsecured Creditors
----------------------------------------------------------------
Debtor: Central Illinois Compounding, Inc.
           dba Preckshot Professional Pharmacy
        5832 N. Knoxville Avenue
        Peoria, IL 61614

About the Debtor: Central Illinois Compounding, d/b/a Preckshot
                  Professional Pharmacy, is a pharmacy in Peoria,
                  Illinois.  The Company is co-owned by Jennifer
                  Siefert (51%) and Wade Siefert (49%).  

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

Chapter 11 Petition Date: July 17, 2017

Case No.: 17-81031

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Hon. Thomas L. Perkins

Debtor's Counsel: Casey Christopher Kepple, Esq.
                  KEPPLE LAW GROUP, LLC
                  2426 W. Cornerstone Court
                  Peoria, IL 61614
                  Tel: 309-282-1545
                  E-mail: ckepple@kepplelawllc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jennifer Siefert, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilcb17-81031.pdf


CHARLES STREET: Disclosures OK'd; Plan Hearing on Sept. 26
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
approved Charles Street African Methodist Episcopal Church of
Boston's third amended disclosure statement referring to the
Debtor's second amended third plan of reorganization.

A hearing to consider the confirmation of the Plan will be held on
Sept. 26-29, 2017, and Oct. 2-3, 2017, at 9:30 a.m., Eastern Time.

Objections to the Plan must be filed by Aug. 29, 2017, at 4:30
p.m., Eastern Time.

The voting deadline for the Plan is Aug. 29, 2017, at 5:00 p.m.,
Eastern Time.

                      About Charles Street

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts.  Its
mission is to advocate for the needs of community residents and to
strengthen individuals, families, and the community by providing
social, educational, economic, and cultural services.

The Debtor filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lender, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.

The Debtor estimated both assets and debts of between $1 million
and $10 million.

The Debtor is represented by the Boston firm Ropes & Gray LLP,
which is working free of charge.  The Debtor tapped AlixPartners,
LLP as restructuring advisor, and Steven G. Elliott as commercial
and residential real estate appraiser for purposes of providing
expert appraisal testimony.

David S. Williams, CEO of Deloitte Financial Advisory Services
LLP, was appointed examiner.


CHARTER COMMUNICATIONS: Fitch Affirms BB+ Issuer Default Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' Issuer Default Ratings (IDR)
assigned to CCO Holdings, LLC (CCOH), Charter Communications
Operating, LLC (CCO), Time Warner Cable, Inc. (TWC) and Time Warner
Cable Enterprises LLC (TWCE). The Rating Outlook is Stable.  

Pro forma for recent debt issuances and redemptions, Charter had
approximately $63.3 billion of debt outstanding as of March 31,
2017, including $47.4 billion of senior secured debt. CCOH, CCO,
TWC and TWCE are indirect subsidiaries of Charter Communications,
Inc. (Charter).

KEY RATING DRIVERS

M&A Activity Credit-Positive: In May 2016, Charter completed its
merger with TWC and acquisition of Bright House Networks (Bright
House; collectively, 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 Fitch-calculated gross leverage was 4.3x while senior secured
leverage was 3.2x.

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 26.6
million customer relationships and is the country's second largest
cable multiple-system operator (MSO). Pro forma LTM revenue and
EBITDA totalled approximately $40.4 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 net 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. Fitch does not expect Charter to maintain significant cash
balances resulting in total gross leverage roughly equating to
total net leverage over the rating horizon.

DERIVATION SUMMARY

Charter is well positioned in the MVPD space given its size and
geographic diversity. With 26.6 million customer relationships,
Charter is the third largest U.S. multichannel video programming
distributor (MVPD) after AT&T Inc. (AT&T), through its DirecTV and
U-verse offerings, and Comcast Corporation (Comcast). Both AT&T
('A-'/Negative Watch) and Comcast ('A-'/Outlook Stable) are rated
higher than Charter due primarily to their lower target and actual
total leverage levels and significantly greater revenue size,
coverage area and segment diversification. Conversely, Charter is
rated higher than smaller MVPDs such as Cablevision ('B+'/Outlook
Stable) given its lower leverage and significantly larger revenue
size and coverage area.

Charter expects to realize up to $1 billion of revenue and expense
synergies from the transactions, which should improve EBITDA
margins. However, ratings should be held in check as the company
expects to target the low end of their total net leverage target of
4.0x to 4.5x, issuing debt under additional debt capacity created
by EBITDA improvement. Proceeds from prospective debt issuances
under this additional debt capacity are expected to be used for
investment in the business, accretive acquisitions and shareholder
returns. No country-ceiling, parent/subsidiary aspects impacts the
rating.

KEY ASSUMPTIONS

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

Revenue: Revenues are projected to grow mid-single digits over the
rating horizon driven by an improvement in overall customer
relationships and mid-single digit ARPU growth. Fitch expects
continued low single digit declines in video customers as the
industry struggles to offset the increasingly competitive
environment. However, HSD customer growth at 5%-7% annually should
more than offset these losses, with HSD total revenues surpassing
video total revenues for the first time in 2019. Although telephone
customers continue growing at low single digits, telephone total
revenues fall due to declining telephone ARPU.

EBITDA Margin: Improves more than 250 bp through 2020 as Charter
benefits from revenue growth and realizes the significant
integration opportunities from the transactions. Fitch expects
Charter to realize the full $1 billion of run rate integration
synergies by 2020.

Capex: Expected to remain at approximately 18% of revenues due to
integration of the transactions and product development
investments, including investments related to the company's planned
wireless offering.

FCF: Fitch expects Charter to generate $4 billion to $4.5 billion
of annual FCF over the investment horizon.

Debt Issuance: Fitch expects Charter to issue debt annually to fund
annual maturities and to take advantage of additional debt capacity
created by EBITDA improvement. Proceeds from prospective debt
issuances under this additional debt capacity are expected to be
used for investment in the business, accretive acquisitions and
shareholder returns. Fitch expects Charter to create annual debt
capacity of more than $4 billion to $5 billion annually and still
remain at the low end of its target net leverage of 4x to 4.5x
given the expected EBITDA improvement.

Capital Allocation: Fitch expects Charter to use cash on hand, FCF
and additional debt capacity created by EBITDA improvement for
accretive acquisitions and shareholder returns. Fitch does not
include any acquisitions over the investment horizon and annual
shareholder returns are expected to increase from $7 billion in
2017 to $10.5 billion by 2020. Fitch does not expect Charter to
maintain significant cash balances resulting in total gross
leverage roughly equating to total net leverage over the rating
horizon.

RATING SENSITIVITIES

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

-- Integrating the transactions while limiting disruption in the
    company's overall operations and demonstrating continued
    progress in closing gaps relative to its industry peers in
    service penetration rates and strategic bandwidth initiatives.

-- A strengthening operating profile as the company captures
    sustainable revenue and cash flow growth and the reduction and

    maintenance of total leverage below 4.0x.

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

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

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

LIQUIDITY

Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating. 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 almost $4 billion in FY2017. The
company's pro forma liquidity position at March 31, 2017 is
comprised of cash of $4.2 billion (includes proceeds from $1.5
billion note issuance in June) 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 has a manageable
maturity schedule over the next three years, with $148 million due
in 2017, $2.2 billion due in 2018 and $3.5 billion in 2019.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings with a Stable Outlook:
CCO Holdings, LLC (CCOH)
-- Long-Term IDR at 'BB+';
-- Senior unsecured at 'BB+/RR4'.

Charter Communications Operating, LLC (CCO)
-- Long-Term IDR at 'BB+';
-- Senior secured at 'BBB-/RR1'.

Time Warner Cable LLC (TWC)
-- Long-Term IDR at 'BB+';
-- Senior secured at 'BBB-/RR1'.

Time Warner Cable Enterprises LLC (TWCE)
-- Long-Term IDR at 'BB+';
-- Senior secured at 'BBB-/RR1'.

Fitch has withdrawn the following rating:

Time Warner Cable Enterprises LLC (TWCE)
-- Senior shelf 'BBB-'.


CLINICAL PET: Hearing on Plan Outline Approval Set for Sept. 26
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
scheduled for Sept. 26, 2017, at 2:30 p.m. the hearing to consider
the approval of Clinical Pet of Ocala, LLC's disclosure statement
referring to the Debtor's plan of reorganization.

Any objection to the Disclosure Statement must be filed seven days
before the Hearing.

                   About Clinical Pet of Ocala

Clinical Pet of Ocala, LLC, filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 16-04646), on Dec. 22, 2016.  The petition was
signed by Ali S. Karim, president.  The Debtor is represented by
Robert Altman, Esq., at Robert Altman, P.A.  At the time of filing,
the Debtor estimated both assets and liabilities at $1 million to
$10 million each.


COCOA SERVICES: List of 30 Largest Unsecured Creditors
------------------------------------------------------
Cocoa Services, L.L.C., and Morgan Drive Associates, L.L.C.'s
consolidated list of 30 largest unsecured creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Lyons & Sons, Incorporated                            $2,024,661
905 Lenola Road
Moorestown NJ 08057-1042

NuTec Facilities                                         $31,145
3687 Concord Road
York, PA 17402-8628

Atlantic City Electric                                   $24,718
PO Box 13610
Philadelphia PA 19101

PDQ Electric Corp.                                       $20,600
7 Conestoga Road
Laurel Springs, NJ 08021

Direct Energy Business                                   $20,462
PO Box 32179
New York NY 10087-2179

Harleysville Insurance Company of                        $15,861
New Jersey
PO Box 731178
Dallas TX 75373-1178

Keymar Warehouse Co., Inc.                               $11,980
5 Hanover Square
New York NY 10004

South Jersey Gas Company                                 $11,038
P.O. Box 6091
Bellmawr, NJ 08099

Phase III Trucking, Inc                                  $10,168
2151 Atco Avenue
Atco, NJ 08004

Mobile Dredging & Pumping Co.                             $9,164
3100 Bethel Road
Chester, PA 19013-1488

Protocall Staffing                                        $6,422
One Mall Drive, Suite 203
Cherry Hill NJ 08002

Express Services, Inc.                                    $6,049
P.O. Box 535434
Atlanta, GA 30353-5434

Occupational Safety & Health                              $5,286
Administration
701 Route 73 South
Building # 2, Suite 120
Marlton, NJ 08053

Mettler Toledo Scales                                     $3,904
PO Box 730867
Dallas, TX 75373-0867

Lyneer Staffing Solutions                                 $3,384
Accounts Receivable/Infinity
1011 Whitehead Rd Extension Ewing,
NJ 08638

New Jersey American Water                                 $3,276
PO Box 371331
Pittsburgh PA 15250-7331

Apex Life Sciences                                        $3,180
33035 Collections Center Drive
Chicago, IL 60693-0330

Excell Maintenance Services LLC                           $3,055
2250 US Route 322
Woolwich Twp., NJ 08085

Premium Assignment Corporation                            $2,871
P.O.Box 8000
Tallahassee FL 32314-8000

Aramark Uniform Services                                  $2,690
PO Box 28050
New York NY 10087-8050

Miles Technologies                                        $1,846
300 W Route 38, Suite 103
Moorestown, NJ 08057

Rochester Midland Corporation (RMC)                       $1,835
P.O. Box 64462
Rochester, NY 14624-6862

F.S.Welsford                                              $1,830
P.O. Box 576
Exton, PA 19341

Level (3) Communications, LLC                             $1,794
PO Box 910182
Denver, CO 80291-0182

Lyons & Sons, Incorporated                                $1,774
905 Lenola Road
Moorestown NJ 08057-1042

Modern Handling Equipment                                 $1,706
Company
P.O. Box 95000-5770
Philadelphia, PA 19195-5770

Hyster Capital                                            $1,655
NMHG Financial Services
PO Box 643749
Pittsburgh PA 15264-3749

Amerisan LLC                                              $1,575
Karen Boyt
1833 Columbia Ave.
Folcroft, PA 19032

RK Environmental Services                                 $1,528
768 Carver Ave.
Westwood NJ 07675

Chubb & Son Insurance                                     $1,483
PO Box 3820001
Pittsburgh, PA 15250-8001

                       About Cocoa Services

Cocoa Services, L.L.C., operates a cocoa liquor and  cocoa butter
melting and deodorizing facility  in Logan Township, Gloucester
County, New Jersey.  Morgan Drive Associates LLC is a real estate
holding company that owns the land and building at which Cocoa
Services operates.

Cocoa Services and Morgan Drive are affiliates of and wholly-owned

subsidiaries of Transmar Commodity Group, Ltd.  TCG filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 16-13625) on Dec. 31, 2016,
estimating assets and debt of $100 million and $500 million.  The
case is pending before the Honorable James L. Garrity, Jr.

Cocoa Services, L.L.C., and Morgan Drive Associates, L.L.C., sought
Chapter 11 protection (Bankr. S.D.N.Y. 17-11936 and 17-11938) on
July 14, 2017.  The cases are also pending before Judge  Garrity.

Cocoa Services disclosed total assets of $18.34 million and total
liabilities of $18.55 million as of July 11, 2017.

Riker Danzig Scherer Hyland & Perretti LLP is serving as counsel to
the Debtors.  Klestadt Winters Jureller Southard & Stevens, LLP, is
local counsel.  Deloitte Transactions And Business Analytics LLP's
Robert Frezza is the chief restructuring officer.

Prime Clerk LLC is the claims and noticing agent for Cocoa Services
and Morgan Drive.




CONSTRUCTION MATERIALS: Aug. 16 Case Mngt. Conference in ERISA Suit
-------------------------------------------------------------------
Plaintiff Pension Plan for Pension Trust Fund for Operating
Engineers, et al., filed an action pursuant to the Employee
Retirement Income Security Act, as amended by the Multiemployer
Pension Plan Amendments Act of 1980, 29 U.S.C. sections 1001-1461,
to collect withdrawal liability assessed against Defendant
Construction Materials Testing, Inc., and Does 1 through 10.
Because CMT did not respond to the complaint, Plaintiffs moved for
default judgment against CMT.

On June 29, 2016, CMT filed for Chapter 11 bankruptcy. Plaintiff
thereafter filed a notice of automatic stay under 11 U.S.C. section
362.

On January 24, 2017, CMT's Chapter 11 bankruptcy case was
dismissed.

On July 11, 2017, Plaintiffs filed a Withdrawal of the Notice of
Automatic Stay.

In light of the foregoing, Magistrate Judge Donna M. Ryu of the
U.S. District Court for the Northern District of California,
therefore, lifts the stay, orders the Clerk to reopen the case, and
sets a Case Management Conference for August 16, 2017, at 1:30 p.m.
The Case Management Statement is due no later than August 9, 2017.

The case is PENSION PLAN FOR PENSION TRUST FUND FOR OPERATING
ENGINEERS, et al., Plaintiffs, v. CONSTRUCTION MATERIALS TESTING,
INC., et al., Defendants, Case No. 15-cv-05325-DMR (N.D. Cal.).

A full-text copy of Judge Ryu’s Order is available at
https://is.gd/ntbtaT from Leagle.com.

Pension Plan for Pension Trust Fund for Operating Engineers,
Plaintiff, represented by Carol Antoinette Treasure --
ctreasure@sjlawcorp.com -- Saltzman & Johnson Law Corporation.

Pension Plan for Pension Trust Fund for Operating Engineers,
Plaintiff, represented by Shaamini Babu -- sbabu@sjlawcorp --
Saltzman & Johnson Law Corporation, Anne M. Bevington --
abevington@sjlawcorp.com -- Saltzman & Johnson Law Corporation &
Anjuli Maria Cargain, Saltzman and Johnson Law Corporation.

Trustee Richard Piombo, Plaintiff, represented by Anne M.
Bevington, Saltzman & Johnson Law Corporation, Shaamini Babu,
Saltzman & Johnson Law Corporation, Carol Antoinette Treasure,
Saltzman & Johnson Law Corporation & Anjuli Maria Cargain, Saltzman
and Johnson Law Corporation.

Trustee Russell E. Burns, Plaintiff, represented by Anne M.
Bevington, Saltzman & Johnson Law Corporation, Shaamini Babu,
Saltzman & Johnson Law Corporation, Carol Antoinette Treasure,
Saltzman & Johnson Law Corporation & Anjuli Maria Cargain, Saltzman
and Johnson Law Corporation.

Donald Rose, Defendant, Pro Se.

Donald G. Rose, Defendant, Pro Se.

            About Construction Materials Testing

Headquartered in Concord, California, Construction Materials
Testing, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Calif. Case No. 16-41814) on June 29, 2016, estimating its
assets at up to $50,000 and its liabilities at between $1 million
and $10 million.  The petition was signed by Donald G. Rose,
president.  

Judge Roger L. Efremsky presides over the case.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb16-41814.pdf  

Ruth Elin Auerbach, Esq., at the Law Offices of Ruth Elin Auerbach
serves as the Debtor's bankruptcy counsel.


CROFCHICK INC: Hearing on Plan Confirmation Set for August 15
-------------------------------------------------------------
Judge John J. Thomas of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania approved the disclosure statement
referring to a chapter 11 plan filed by Crofchick, Inc., on May 8,
2017.

August 11, 2017, is fixed as the last day submitting written
acceptances or rejections of the plan.

August 11, 2017, is fixed as the last day for filing and serving
written objections to confirmation of the plan.

August 8, 2017, is fixed as the last day for filing with the Court
a tabulation of ballots accepting or rejecting the plan.

August 15, 2017, at 9:30 a.m. in Courtroom No. 2, Max Rosenn U.S.
Courthouse, 197 South Main Street, Wilkes-Barre Pennsylvania, is
fixed for the hearing on the confirmation of the plan.

                    About Crofchick, Inc.

Crofchick, Inc., and Crofchick Realty, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Pa. Case No. 15-03723 and
15-03724) on Aug. 30, 2015.  Tullio DeLuca, Esq., serves as the
Debtors' bankruptcy counsel.

On June 22, 2016, the Debtors each filed its Chapter 11 Small
Business Disclosure Statement and Chapter 11 Small Business Plan.


CROFCHICK REALTY: August 15 Plan Confirmation Hearing
-----------------------------------------------------
Judge John J. Thomas of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania approved the disclosure statement
referring to a chapter 11 plan filed by Crofchick, Inc. on May 8,
2017.

August 11, 2017, is fixed as the last day submitting written
acceptances or rejections of the plan.

August 11, 2017, is fixed as the last day for filing and serving
written objections to confirmation of the plan.

August 8, 2017, is fixed as the last day for filing with the Court
a tabulation of ballots accepting or rejecting the plan.

August 15, 2017, at 9:30 a.m. in Courtroom No. 2, Max Rosenn U.S.
Courthouse, 197 South Main Street, Wilkes-Barre Pennsylvania, is
fixed for the hearing on the confirmation of the plan.

                   About Crofchick Realty

Crofchick Realty, LLC, was formed on Dec. 31, 2003, and has served
as a real estate holding company that owns improved real estate
that houses the business operations of its affiliate, Crofchick,
Inc., a retail and wholesale bakery in Swoyersville, Pennsylvania.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 15-03724) on Aug. 30, 2015.  Tullio DeLuca, Esq.,
serves as the Debtor's bankruptcy counsel.


CULTURE PROJECT: Court Denies Bid to Reject Subculture Sublease
---------------------------------------------------------------
Judge Michael E. Wiles of the U.S. Bankruptcy Court for the
Southern District of New York addresses an adversary proceeding
relating to a sublease under which The Culture Project, Inc.,
leased a basement theater space to SubCulture, LLC.

In a separate motion, Culture Project has also sought an order
directing SubCulture to pay "use and occupancy" payments to Culture
Project beginning August 2016, or, in the alternative, permitting
Culture Project to reject the sublease under section 365 of the
Bankruptcy Code.

SubCulture moved for a dismissal of some, but not all, of the
claims asserted in the adversary proceeding, and it opposed the
motion seeking use and occupancy payments. It also argued that a
rejection of the sublease would have no practical effect because
SubCulture would have the statutory right, following a rejection,
to continue to occupy the space on the terms set forth in the
sublease.

Culture Project filed an amended complaint alleging seven causes of
action against SubCulture and The Bertha Foundation. Counts 1, 2
and 3 of the amended complaint alleged breaches of the Bertha
agreement and of the sublease. Count 3A alleges that Bertha
committed fraud in the inducement by representing that it would
make the payments set forth in the grant agreement but withholding
information about its true intention not to make the payments.
Count 4 alleges fraud in the inducement by SubCulture. Count 5
alleges that Culture Project is entitled to "injunctive and
equitable relief" against SubCulture by reason of SubCulture's
breaches of its agreements, including an order directing SubCulture
to pay at least $20,000 per month for use and occupation charges
from and after the date on which Culture Project purported to
terminate the sublease. Finally, Count 6 alleges that SubCulture
has been unjustly enriched by using and occupying the subleased
space without paying rent.

Judge Wiles finds that termination of the sublease was not an
automatic consequence of a default under the sublease or a default
by Bertha, and it was not an optional right that Culture Project
was entitled to invoke if and when a default occurred, whether by
SubCulture or Bertha. Accordingly, the notices sent by Culture
Project could not, and did not, terminate the sublease. No other
event occurred that effected such a termination, and so the claims
in the amended complaint that are premised on the notion that the
sublease was terminated must be dismissed.

Addressing the fraud allegations, Judge Wiles rules that the
allegations are not sufficient to state a claim of fraud.
Therefore, the Count against SubCulture alleging fraud in the
inducement should be dismissed. However, if discovery that is taken
in connection with the remaining claims provides a basis for the
renewal of the fraud claims against SubCulture, or for a claim that
SubCulture conspired with Bertha in an actionable way, the Court
will allow a motion at that time for reinstatement of the fraud
claim against SubCulture or for other appropriate amendments to the
pleadings. In that regard, then, the dismissal of the count for
fraud in the inducement as against SubCulture will be a dismissal
without prejudice.

Judge Wiles also finds that counts 5 and 6 are deficient and should
also be dismissed.

In conclusion, the motion to reject the sublease is denied on the
ground that such rejection would have no practical consequence and
would serve no legitimate business purpose of the estate. Counts 1,
2 and 3 will be dismissed with prejudice to the extent that they
claim that the sublease between Culture Project and SubCulture was
terminated based upon alleged defaults under either the Bertha
agreement or the sublease. Counts 5 and 6 will be dismissed, with
prejudice, in their entirety. Count 4 will be dismissed without
prejudice. For the avoidance of doubt, there was no motion to
dismiss those portions of Counts 1, 2 and 3 that allege that
SubCulture breached the terms of the sublease and that seek damages
or other relief (excluding termination) based on those alleged
breaches, and those claims may proceed. A separate Order will be
issued to incorporate these rulings.

A full-text copy of Judge Wiles Memorandum Decision dated July 11,
2017, is available at:

     http://bankrupt.com/misc/nysb16-1187-87.pdf

Attorneys for The Culture Project, Inc.:

     Joel Shafferman, Esq.
     Peter Frank, Esq.
     SHAFFERMAN & FELDMAN LLP
     New York, New York
     joel@shafeldlaw.com

Attorneys for SubCulture, LLC:

     Jeffrey R. Metz, Esq.
     William J. Geller, Esq.
     ADAM LEITMAN BAILEY, P.C.
     New York, New York

Attorneys for The Bertha Foundation:

     Lori A. Schwartz, Esq
     ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C.
     New York, New York
     ls@robinsonbrog.com

               About The Culture Project, Inc.

The Culture Project, Inc. filed a chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-11874) on June 29, 2016.  The Petition was
signed by Allan Buchman, president.  The Debtor is represented by
Joel Shafferman, Esq., at Shafferman & Feldman, LLP.  The Debtor
estimated assets at $0 to $50,000 and liabilities at $500,001 to
$1
million.


D & N ELECTRIC: BofA Wants to Foreclose on MGA Property
-------------------------------------------------------
Bank of America, N.A., asks the Bankruptcy Court in Atlanta,
Georgia, to declare that the automatic stay in the Chapter 11 case
of D & N Electric, a Carter Brothers Company, does not apply to the
real property owned by non-debtor, MGA Holdings, LLC, and grant
relief from the automatic stay.

In the alternative, Bank of America asks the Court to dismiss or
convert the case to Chapter 7.

BofA says the Debtor is jointly and severally, primarily and
unconditionally indebted to the Bank for repayment of two
commercial loans, consisting of (i) a line of credit and (ii) a
term loan, having an aggregate unpaid balance of over $2.2 million
(exclusive of attorneys' fees and costs).

To provide collateral security for the Loans, MGA Holdings, a
Georgia limited liability company formed on March 2, 2006, executed
a Deed to Secure Debt, Assignment of Rents and Security Agreement,
dated as of July 3, 2014, as amended.

Under the MGA Security Deed, MGA granted to the Bank a security
title to and interest in certain real property and improvements
located 3015 RN Martin Street, East Point, Fulton County, Georgia
30344.  MGA also absolutely and unconditionally assigned to the
Bank all of MGA's rights, title and interest in and to any and all
"Leases" and rights to collect "Rents" derived from or related to
use of the MGA Property.

The Debtor defaulted on the BofA Loans pre-bankruptcy by failed to
make monthly payments as and when due, and the Loans matured on
November 30, 2016.

BofA says the Debtor appears to be operating with inadequately
small amounts of cash reserves, and based on the Debtor's monthly
operating reports, its monthly gross receipts appear to have
dropped precipitously from $764,698.68 for January 2017, to only
$155,800.52 in May 2017.

Notwithstanding numerous requests, the Debtor has failed to provide
proof of insurance coverage with respect to the MGA Property
showing BofA as an additional insured and loss payee.

Notwithstanding the fact that the MGA Property is not property of
the Debtor's estate, the Debtor has asserted that the automatic
stay should prevent the Bank from filing a motion to appoint
receiver as to MGA and the MGA Property.

BofA contends that no evidence, nor case law supports the assertion
that the MGA Property is property of the Debtor's estate, and no
evidence nor case law supports the assertion that the automatic
stay prevents the Bank from seeking and obtaining a receiver over
MGA and the MGA Property.

BofA also contends that under 11 U.S.C. Sec. 1112, cause exists to
convert this case to one under Chapter 7, or to dismiss this case
because, among other reasons, there is no reasonable possibility of
plan of reorganization being confirmed within a reasonable time,
there is substantial or continuing loss to or diminution of the
estate, the Debtor has failed to maintain appropriate insurance,
the Debtor has failed to timely meet its reporting requirements and
is unable to provide the Bank with current and reliable financial
information, and the Debtor has failed to file tax returns due
after the bankruptcy filing date.

BofA is represented by:

     Paul M. Alexander, Esq.
     William A. DuPre, IV, Esq.
     Paul M. Alexander, Esq.
     Megan A. Taylor, Esq.
     MILLER & MARTIN PLLC
     1180 West Peachtree Street N.W., Suite 2100
     Atlanta, GA 30309-3407
     Tel: (404) 962-6100
     Fax: (404) 962-6300
     E-mail: Bill.DuPre@millermartin.com
             Paul.Alexander@millermartin.com
             Megan.Taylor@millermartin.com

                       About D & N Electric

D & N Electric, A Carter Brothers Company, is an Atlanta-based
electrical contractor serving owners, developers and general
contractors in the Southeast with its principal place of business
located at 3015 RN Martin Street, East Point, Georgia 30344.  At
present, the Debtor has approximately 170 employees.

The Debtor filed a chapter 11 petition (Bankr. N.D. Ga. Case No.
16-72113) on Dec. 11, 2016.  The petition was signed by John F.
Carter, CEO.  

The Debtor estimated assets and liabilities at $1 million to
$10 million at the time of the filing.

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


DAYBREAK OIL: Reports $800K Net Loss for May 31 Quarter
-------------------------------------------------------
Daybreak Oil and Gas, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common shareholders of $799,997 on $133,724 of revenue
for the three months ended May 31, 2017, compared to a net loss
available to common shareholders of $1.10 million on $105,146 of
revenue for the three months ended May 31, 2016.

Daybreak Oil's balance sheet as of May 31, 2017, showed $1.15
million in total assets, $14.75 million in total liabilities and a
total stockholders' deficit of $13.59 million.

The Company continues to implement plans to enhance its ability to
continue as a going concern.  Daybreak currently has a net revenue
interest in 20 producing wells in its East Slopes Project located
in Kern County, California.  The revenue from these wells has
created a steady and reliable source of income for the Company.
The Company's average working interest in these wells is 36.6% and
the average NRI is 28.4% for these same wells.

The Company anticipates its revenue will continue to increase as
the Company participates in the drilling of more wells in the East
Slopes Project in California and as its exploratory drilling
project begins in Michigan.  However given the current decline and
instability in hydrocarbon prices, the timing of any drilling
activity in California and Michigan will be dependent on a
sustained improvement in hydrocarbon prices and a successful
refinancing or restructuring of our credit facility.

The Company believes that its liquidity will improve when there is
a sustained improvement in hydrocarbon prices.  Daybreak's sources
of funds in the past have included the debt or equity markets and
the sale of assets.  While the Company has experienced revenue
growth, which has resulted in positive cash flow from its crude oil
and natural gas properties, it has not yet established a positive
cash flow on a company-wide basis.  It will be necessary for the
Company to obtain additional funding from the private or public
debt or equity markets in the future.  However, the Company cannot
offer any assurance that it will be successful in executing the
aforementioned plans to continue as a going concern.

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

                      https://is.gd/PNwS7h

                       About Daybreak Oil
   
Daybreak Oil and Gas, Inc., is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

Daybreak Oil reported a net loss available to common shareholders
of $3.59 million for the 12 months ended Feb. 28, 2017, following a
net loss available to common shareholders of $4.33 million for the
12 months ended Feb. 29, 2016.

MaloneBailey, LLP -- www.malonebailey.com -- in Houston, Texas,
issued a "going concern" opinion on the consolidated financial
statements for the year ended Feb. 28, 2017, noting that the
Company suffered losses from operations and has negative operating
cash flows, which raises substantial doubt about its ability to
continue as a going concern.


DELCATH SYSTEMS: Amends 2016 Form 10-K to Include Part III
----------------------------------------------------------
Delcath Systems, Inc. filed with the Securities and Exchange
Commission an amendment no.1 to its annual report for the year
ended Dec. 31, 2016, for the purposes of filing the information
required to be disclosed pursuant to Part III of Form 10-K.

PART III

Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and
         Director Independence
Item 14. Principal Accountant Fees and Services

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

                     https://is.gd/4qio9T

                     About Delcath Systems

Delcath Systems, Inc., is an interventional oncology Company
focused on the treatment of primary and metastatic liver cancers.
The Company's investigational product -- Melphalan Hydrochloride
for Injection for use with the Delcath Hepatic Delivery System
(Melphalan/HDS) -- is designed to administer high-dose chemotherapy
to the liver while controlling systemic exposure and associated
side effects.  The Company has commenced a global Phase 3 FOCUS
clinical trial for Patients with Hepatic Dominant Ocular Melanoma
(OM) and a global Phase 2 clinical trial in Europe and the U.S. to
investigate the Melphalan/HDS system for the treatment of primary
liver cancer (HCC) and intrahepatic cholangiocarcinoma (ICC).
Melphalan/HDS has not been approved by the U.S. Food & Drug
Administration (FDA) for sale in the U.S.  In Europe, its system
has been commercially available since 2012 under the trade name
Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT),
where it has been used at major medical centers to treat a wide
range of cancers of the liver.

Delcath Systems reported a net loss of $17.97 million on $1.99
million of product revenue for the year ended Dec. 31, 2016,
compared to a net loss of $14.70 million on $1.74 million of
product revenue for the year ended Dec. 31, 2015.  As of March 31,
2017, Delcath had $31.03 million in total assets, $31.62 million in
total liabilities and a total stockholders' deficit of $586,000.

Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred recurring
losses from operations and as of Dec. 31, 2016, has an accumulated
deficit of $279.2 million.  These conditions, along with other
matters, raise substantial doubt about the Company's ability to
continue as a going concern.


DISPOSAL TEJAS: Plan Proposes 10%-13% Recovery for Unsecureds
-------------------------------------------------------------
Disposal Tejas, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas a combined plan and disclosure
statement, dated July 7, 2017.

Class 2-A under the plan represents unsecured creditors that are
non-insider/non-affiliated creditors of the Debtor.
Non-insider/non-affiliated unsecured creditors will be paid a pro
rata share of all remaining cash generated by the collection of
funds from all sources. Remaining cash means the funds left after
payment in full of administrative costs and priority tax claimants
described in this Plan, and includes both pre- and post-Plan
confirmation costs. The Debtor estimates payment of a total
dividend of approximately 10% to 13% on all allowed
non-insider/non-affiliated creditors unsecured Claims.

Class 2-B represents insider or affiliated unsecured creditors.
Said insider or affiliate claimants consist primarily of entities
wholly owned and managed by the Debtor's members, namely, FJM Texas
Gold Transport, LLC, and/or are the individual members themselves,
including Felix Venegas. Such claims, which total approximately
$1,050,000, will be paid only after all administrative claimants,
priority tax claimants, and the noninsider/non-affiliated creditors
are paid in full. The Debtor does not anticipate that there will be
any funds available for Class 2-B claimants and therefore they are
unimpaired.

The Debtor has worked to wind-up its affairs and has liquidated all
of its assets. The Debtor has designed this Plan to provide for an
orderly disbursement of the proceeds of the Debtor's assets to
holders of allowed non-insider/non-affiliated unsecured claims and
after payment in full of all allowed administrative claims and
priority tax claims.

A full-text copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/txnb16-60064-11-117.pdf

                About Disposal Tejas

Disposal Tejas, LLC operates a single water disposal well in
Crockett County, Texas, pursuant to a Produced Water Disposal
Contract dated October 3, 2012.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 16-60064) on June 6, 2016.  The
bankruptcy petition was signed by Francisco J. McGee, manager.
The
case is assigned to Judge Robert L. Jones.  

The Debtor estimated both assets and liabilities in the range of
$1
million to $10 million.

McWhorter, Cobb & Johnson LLP represents the Debtor as legal
counsel.  The Debtor hired Robinson Burdette Martin & Seright,
L.L.P., as accountant; Albert C. Elliott as tax and regulatory
consultant; and Billy Boone, Esq., as asset consultant.


DIVINE MEDICAL: Plan Confirmation Hearing on Aug. 15
----------------------------------------------------
The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee has conditionally approved Divine
Medical Blling, Inc.'s disclosure statement referring to the
Debtor's plan of reorganization.

The hearing on confirmation of the Plan and approval of the
Disclosure Statement will be held at 9:00 a.m. on Aug. 15, 2017.

Objections to the Disclosure Statement and plan confirmation must
be filed by Aug. 10, 2017.  Aug. 10 is also the deadline for filing
written acceptances or rejections of the Plan.

               About Divine Medical Billing

Headquartered in Murfreesboro, Tennessee, Divine Medical Blling,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn.
Case No. 16-06467) on Sept. 12, 2016, estimating its assets and
liabilities at between $100,001 and $500,000 each.  Steven L.
Lefkovitz, Esq., at the Law Offices Lefkovitz & Lefkovitz serves as
the Debtor's bankruptcy counsel.


DIVINE MEDICAL: Unsecureds to be Paid $750 Monthly Over 5 Years
---------------------------------------------------------------
Divine Medical Billing, Inc., filed with the U.S. Bankruptcy Court
for the Middle District of Tennessee a disclosure statement
describing their original chapter 11 plan, which may provide Debtor
to reorganize by continuing to operate, to liquidate by selling
assets of the estate, or a combination of both.

Class 4 under the Plan is comprised of the general unsecured
creditors. The total amount of claims for this class is
$225,303.68. Unsecured claimants will be paid $750 monthly over
five years. Monthly payments shall be made on a pro rata basis
based on the value of each unsecured claim. Any plan payments
returned to the Debtor by unsecured creditors shall become property
of the reorganized Debtors.

The Plan will be funded by income from the continued operation of
the medical billing business.

A full-text copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/tnmb3-16-06467-31.pdf

Counsel to the Debtor:

     Steven L. Lefkovitz
     618 Church Street, Suite 410
     Nashville, TN 37219
     Phone: (615) 256-8300
     Fax: (615) 255-4516
     Email: slefkovitz@lefkovitz.com

Divine Medical Blling, Inc. filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Tenn. Case No. 16-06467) on Sept. 12, 2016,
and is represented by Steven L. Lefkovitz, Esq. of the Law Offices
of Lefkovitz & Lefkovitz.


DOLLAR TREE: S&P Affirms 'BB+' CCR & Revises Outlook To Positive
----------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Chesapeake,
Va.-based Dollar Tree Inc. to positive from stable and affirmed the
'BB+' corporate credit rating.

S&P said, "Concurrently, we raised the issue-level ratings on the
company's 2020 and 2023 senior unsecured notes to 'BB+' from 'BB'
and revised our recovery rating to '4' from '5', indicating our
expectation for average (30%-50%; estimated recovery: 45%) recovery
in the event of a payment default. All other recovery and
issue-level ratings remain unchanged.

"The outlook revision reflects our view that Dollar Tree (and the
overall U.S. dollar discount sector) will maintain a deep moat
insulating it from the accelerating threat of encroaching
e-commerce that is plaguing many retail subsectors this year.
Specifically, we believe the dollar industry's very low price
point, convenient locations and accompanying small basket sizes
make delivery economics less attractive to online players.

"The positive outlook incorporates our expectation that Dollar Tree
will continue to expand its market share given consistent positive
SSS expected at both banners in the coming year and a complementary
business model across both fixed price and multi-price-point
strategies and sales, creating a formidable competitor to Dollar
General. That said, we believe competition in the sector will
remain fierce given the continued rapid store growth among peers as
well as new European discount grocers.

"We could raise the corporate credit rating if leverage remains in
the 2.0x to 3.0x range, with FFO/total debt approaching 30% on a
sustained basis, resulting in further improvement in the financial
risk profile. This will involve continuing to optimize locations,
formats, and product mix across banners faster than we anticipate
and driving store productivity gains ahead of our expectations.

"Should Dollar Tree continue at this pace of profitability growth
and reduce debt in line with our expectations, given the
pre-payment flexibility included in its term loan debt, we believe
it remains on a path to an investment-grade rating within one year.
This however depends on the company's financial policy, including
commitment to maintaining disciplined capital allocation that does
not include excessive shareholder returns, especially on a
debt-funded basis.

"We could revise the outlook to stable if performance falls below
our projections because of worse-than-expected performance at FDO,
leading to positive but slower-than-expected sales growth and gross
margin contraction of more than 100 basis points, resulting in
leverage in the high-4x range, coverage below the 3x range, and
low-teens percent FFO to debt. This would occur if Dollar Tree
cannot sustain the turnaround in FDO's operating performance, with
persistent weak same-store sales results and pressured market share
compared to Dollar Tree as it continues to expand its own store
base."


DOUBLE EAGLE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Double Eagle Energy Services, LLC
        3600 Jackson Street, Suite 126D
        Alexandria, LA 71303

Type of Business: Founded in 2006, Double Eagle Energy Services
                  provides general contracting services such as
                  constructing water and sewer mains.

Chapter 11 Petition Date: July 17, 2017

Case No.: 17-80717

Court: United States Bankruptcy Court
       Western District of Louisiana (Alexandria)

Judge: Hon. John W. Kolwe

Debtor's Counsel: Bradley L. Drell, Esq.
                  GOLD, WEEMS, BRUSER, SUES & RUNDELL
                  POB 6118
                  Alexandria, LA 71307-6118
                  Tel: (318) 445-6471
                  E-mail: bdrell@goldweems.com

Total Assets: $12.41 million

Total Debt: $13.18 million

The petition was signed by Joe Ratcliff or Bob Ratcliff, owners.  A
full-text copy of the petition is available for free at:

           http://bankrupt.com/misc/lawb17-80717.pdf

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bobby Ratcliff, Jr.                   Advances          $105,000

Bobby Ratcliff, Sr.                   Advances          $275,000
515 Pebble Drive
Haughton, LA 71037

Century Ready-Mix Corporation                            $30,585

ControlWorx, LLC                                        $111,996

Ditch Witch - Benton Branch                              $29,430

DNOW L.P.                                               $121,592

EMS Electric                                             $70,216

Fusion Industries, LLC                                   $95,711

H & H X-Ray Services, Inc.                               $28,343

Hi-Tech Testing, Inc.                                    $35,872

ICR Equipment Rental                                     $36,944

Komatsu Financial                                        $45,579

Komatsu Financial                  Komatsu D65           $54,028
                                     Dozer

MRC Global (US) Inc.                                    $270,653
P.O. Box 204392
Dallas, TX
75320-4392

POCO Properties, LLC                                      $34,325

Rain for Rent                                             $27,904

Siemens Financial                   Vermeer              $512,697
P.O. Box 2083                     D100x120II
Carol Stream, IL              Directional Drill
60132-2083

TCF Financial                   2500 HD Chevy             $50,942
                                 1/2 Ton (1)

Unit Liner Company                                        $45,822

Vermeer Midsouth, Inc.                                    $74,610


DOWLING COLLEGE: Sale of F&E to Mercury for $90K Approved
---------------------------------------------------------
Judge Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York authorized Dowling College's sale of
furniture and equipment located at the Oakdale Campus ("F&E") to
Mercury International, LLC, as assignee of NCF Capital Ltd., for
$90,000.

The Sale Hearing was held on July 10, 2017.

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

Upon consummation of the Sale of the F&E to Mercury, as assignee of
NCF, the Debtor will pay the proceeds to the administrative agent
for its post-petition secured lenders, which payment will be
applied to the Debtor's Obligations in accordance with the terms of
that certain Debtor-in-Possession Multi-Draw Term Loan Promissory
Note dated as of Nov. 29, 2016, by and among the Debtor and each
lender party thereto and the DIP Agent.

The Debtor is authorized and empowered to take such actions and
execute and deliver such documents and pay such sums as are
reasonably necessary to effectuate the terms of the Order.

                      About Dowling College

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

Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.  

The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP.  Ingerman Smith, LLP and Smith & Downey, PA have
been
tapped as special counsel. Robert Rosenfeld of RSR Consulting,
LLC,
serves as its chief restructuring officer while Garden City Group,
LLC, serves as its claims and noticing agent.  

The Debtor has also hired FPM Group, Ltd., as consultants; Eichen
&
Dimeglio, PC, as accountants; A&G Realty Partners, LLC and Madison
Hawk Partners, LLC, as real estate advisors; and Hilco Streambank
and Douglas Elliman serve as brokers.

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

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


ECOSPHERE TECHNOLOGIES: Directors Quits Due to Lack of Time
-----------------------------------------------------------
Mr. Dean Becker resigned from the Board of Directors of Ecosphere
Technologies, Inc., effective July 10, 2017, according to a Form
8-K report filed with the Securities and Exchange Commission.  In
his emailed resignation, he stated he did not have the time to
devote to the business of the Company.

                  About Ecosphere Technologies

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

Ecosphere reported a net loss of $7.97 million on $91,157 total
revenue for the year ended Dec. 31, 2016, compared with a net loss
of $23.06 million on $721,179 total revenue in 2015.

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


ENERGY FUTURE: Unsecureds to Recoup 100% Under E-Side Debtors Plan
------------------------------------------------------------------
Energy Future Holdings Corp, Energy Future Intermediate Holding
Company LLC, and the EFH/EFIH Debtors filed with the U.S.
Bankruptcy Court for the District of Delaware a disclosure
statement for their joint plan of reorganization, dated July 7,
2017.

The Troubled Company Reporter, on July 10, 2017, reported that
Berkshire Hathaway Energy, a subsidiary of Warren Buffett's
Berkshire Hathaway Inc., has executed a definitive merger agreement
with Energy Future Holdings Corp. (EFH).  Berkshire Hathaway Energy
will acquire reorganized EFH, which will ultimately result in the
acquisition of Oncor, an energy delivery company serving
approximately 10 million Texans.

The all-cash consideration for reorganized EFH is $9 billion
implying an equity value of approximately $11.25 billion for 100%
of Oncor and is subject to closing conditions, including the
receipt of required state, federal and bankruptcy court approvals.
The transaction is currently expected to be completed in the
fourth
quarter of 2017.

On July 7, Energy Future Holdings Corp., certain of its direct and
indirect subsidiaries, Energy Future Intermediate Holding Company
LLC and EFIH Finance, Inc. -- E-Side Debtors -- asked the U.S.
Bankruptcy Court for the District of Delaware, which oversees
their
Chapter 11 cases, to approve the merger agreement with Berkshire
Hathaway.

The E-Side Debtors also filed a new Chapter 11 plan and
explanatory
disclosure statement.


The Plan constitutes a separate plan of reorganization for each of
the EFH/EFIH Debtors. Additionally, the Plan provides for key
transactions and recoveries for each of the EFH Debtors and EFIH
Debtors.

Class A3 under the plan consists of the Legacy General Unsecured
Claims against the EFH Debtors. Except to the extent that a Holder
of an Allowed Claim in Class A3, with the consent of the Plan
Sponsor agrees to a less favorable treatment of its Allowed Claim,
each such Holder shall receive Reinstatement of such Claim on the
Effective Date. Estimated recovery for this class is 100%.

Class A9 consists of the General Unsecured Claims against EFH Corp.
Except to the extent that a Holder of an Allowed Claim in Class A9,
each such Holder shall receive, up to the Allowed amount of its
Claim: (i) its Pro Rata share of the EFH Unsecured Creditor
Recovery Pool; and (ii) if the Class A9 Claims constitute EFH
Beneficiary Claims, and solely to the extent of any portion of its
Allowed Claim that is not paid in full pursuant to the preceding
clause, its Pro Rata share of up to $2 million of the TCEH
Settlement Claim Turnover Distributions, if any. Estimated recovery
for this class is 100%.

Class B6 under the plan consists of General Unsecured Claims
against the EFIH Debtors.  A Holder of an Allowed Claim in Class
B6, with the consent of the Plan Sponsor agrees to a less favorable
treatment of its Allowed Claim, in full and final satisfaction,
settlement, release, and discharge of and in exchange for each
Allowed Claim in Class B6, each such Holder shall receive, up to
the Allowed amount of its Claim, its Pro Rata share of the EFIH
Unsecured Creditor Recovery Pool. Estimated recovery for this class
is 100%.

The Reorganized EFH Debtors and the Reorganized EFIH Debtors shall
fund distributions under the Plan, as applicable, with: (1) EFH
Corp. Cash and EFIH Cash, in each case subject to the Tax
Contingency Disclosure; (2) the Cash Deposit Amount (which, for the
avoidance of doubt, shall be calculated in accordance with the
terms set forth in the Merger Agreement) and EFIH First Lien DIP
Repayment; and (3) if necessary, BHE Stock in accordance with the
terms of the Tax Contingency Disclosure. Each distribution and
issuance shall be governed by the terms and conditions applicable
to such distribution or issuance and by the terms and conditions of
the instruments or other documents evidencing or relating to such
distribution or issuance, which terms and conditions shall bind
each Entity receiving such distribution or issuance. The issuance
of certain securities in connection with the Plan, including the
Reorganized EFH Common Stock and the BHE Stock (if applicable),
will be exempt from SEC registration to the fullest extent
permitted by law.

A copy of the Disclosure Statement is available at:

    http://bankrupt.com/misc/deb14-10979-11427.pdf

                 About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a Portfolio
of competitive and regulated energy businesses in Texas.

Oncor, an 80 percent-owned entity within the EFH group, is the
largest regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).

As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in
book value and liabilities of $49.7 billion.  The Debtors have $42
billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and
Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
Agreement
are represented by Akin Gump Strauss Hauer & Feld LLP, as legal
advisor, and Centerview Partners, as financial advisor.  The EFH
equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the
second-lien noteholders owed about $1.6 billion, is represented by
Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A.
Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq.,
Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey,
Esq., and Howard L. Siegel, Esq.

On May 13, 2014, the U.S. Trustee appointed the Official Committee
of TCEH Unsecured Creditors in the Chapter 11 Cases.  The TCEH
Committee is composed of (a) the Pension Benefit Guaranty
Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee
under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as
Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas
LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g)
Wilmington Savings, as Indenture Trustee under the TCEH Second
Lien
Notes.  The TCEH Committee retained Morrison & Foerster LLP as
counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard
Freres & Co. LLC as investment banker; FTI Consulting, Inc. as
financial advisor; and Charles River Associates as an energy
consultant.

On October 27, 2014, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors representing the interests of the
unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc.
The
EFH/EFIH Committee is composed of (a) American Stock Transfer &
Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation,
LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as
successor-ininterest to the Estate of George Fenicle; and (e)
David
William Fahy.  The EFH/EFIH Committee retained Montgomery,
McCracken, Walker & Rhodes, LLP as co-counsel and conflicts
counsel; AlixPartners, LLP as restructuring advisor; Sullivan &
Cromwell LLC as counsel; Guggenheim Securities as investment
banker; and Kurtzman Carson Consultants LLC as noticing agent for
both the TCEH Committee and the EFH/EFIH Committee.

Given the size and complexity of the Chapter 11 Cases, the U.S.
Trustee proposed, and the Debtors and the TCEH Committee agreed,
to
recommend that the Bankruptcy Court appoint a committee to, among
other things, review and report as appropriate on fee applications
and statements submitted by the professionals paid for by the
Debtors' Estates.  The Fee Committee is comprised of four members:
(a) one member appointed by and representative of the Debtors
(Cecily Gooch, Vice President and Special Counsel for
Restructuring, Energy Future Holdings); (b) one member appointed
by
and representative of the TCEH Creditors' Committee (Peter
Kravitz,
Principal and General Counsel, Province Capital); (c) one member
appointed by and representative of the U.S. Trustee (Richard L.
Schepacarter, Trial Attorney, Office of the United States
Trustee);
and (d) one independent member (Richard Gitlin, of Gitlin and
Company, LLC).   The Fee Committee retained Godfrey & Kahn, S.C.
as
counsel; and Phillips, Goldman & Spence, P.A. as co-counsel.

                       *     *     *

On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit
plans
of two of Energy Future Holdings Corp.'s subsidiaries, power
generator Luminant and retail electricity provider TXU Energy Inc.
(the "T-Side Debtors").  The Plan became effective on Oct. 3, 2016.


ETERNAL ENTERPRISE: May Use Advance Insurance Proceeds to Pay AD
----------------------------------------------------------------
The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the
District of Connecticut has authorized Eternal Enterprise, Inc., to
use cash collateral from advance insurance proceeds to pay A.D.
Property Management.

The Debtor is authorized to pay to A.D. Property Management the sum
of $53,592 for security services provided to the premises known as
270 Laurel Street, Hartford, Connecticut, for the time period
commencing Feb. 1, 2017, through and including May 31, 2017.  The
Payment is to be made solely from the proceeds of the pending
insurance claim with respect to the fire loss that occurred at the
Premises, and strictly from proceeds as are designated as "LABOR
ONLY – Security" in the report of Young & Associates dated Jan.
10, 2017.  The Payment is only to be made at such time as good
funds are available in the special "Insurance Proceeds Account"
that has previously been established by order of this Court, which
Account is subject to specific requirements for disbursement,
including the joint approval by both the Debtor and Hartford
Holdings after prior order of the Court.  

A copy of the Order is available at:

           http://bankrupt.com/misc/ctb14-20292-1175.pdf

As reported by the Troubled Company Reporter on July 5, 2017, the
Debtor sought permission from the Court to use cash collateral from
advance insurance proceeds to pay A.D. Property Management for June
2016, February 2017, March 2017, April 2017, and May 2017.  The
Debtor wanted to pay to A.D. Property Management the sum of: (a)
$13,178 for security services provided to the premises known as 270
Laurel Street, Hartford, Connecticut, for the time period
commencing Feb. 1, 2017, through and including Feb. 28, 2017; (b)
$14,052 for security services provided to the premises known as 270
Laurel Street, Hartford, Connecticut, for the time period
commencing March 1, 2017, through and including March 31, 2017; (c)
$14,310 for security services provided to the premises known as 270
Laurel Street, Hartford, Connecticut, for the time period
commencing April 1, 2017, to April 30, 2017; and (d) $13,962 for
security services and $20,080 for maintenance services provided to
the premises known as 270 Laurel Street, Hartford, Connecticut, for
the time period commencing May 1, 2017, to May 31, 2017.

                     About Eternal Enterprise

Eternal Enterprises Inc. -- http://www.eternalenterprises.net/--  
was initially started in 1997 for the purpose of managing and
owning low income apartment buildings in Hartford, Connecticut.
Since its inception, Eternal has been a family business primarily
operated by spouses, Vera Mladen and Dusan Mladen, and their son,
Goran Mladen.

Eternal Enterprises, which owns and manages eight properties
located in Hartford, Connecticut, filed a Chapter 11 bankruptcy
petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014.
Vera Mladen, president, signed the petition.

Judge Ann M. Nevins presides over the case.  

Irene Costello, Esq., at Shipkevich, PLLC, serves as counsel to the
Debtor, while Greene Law, PC, acts as special counsel.  Lakeshore
Realty has been tapped as broker to the Debtor.  

The Debtor estimated assets at $50,000 to $100,000 and debt at $1
million to $10 million at the time of the Chapter 11 filing.

                         *     *     *

On Feb. 8, 2017, the Debtor filed a disclosure statement, which
explains its Chapter 11 plan of reorganization.  The Plan proposes
to pay general unsecured creditors in full in cash.


EUGEN DIETL: Jafari Buying Santa Monica Property for $3.1M
----------------------------------------------------------
Judge Robert N. Kwan of the U.S. Bankruptcy Court for the Central
District of California will convene a hearing on Aug. 9, 2017 at
11:00 a.m. to consider Eugen Valentin Dietl's sale of his real
property, a vacant lot, located at 422 Lincoln Blvd., Santa Monica,
California to Ali Jafari for $3,120,000, subject to overbid.

Objections, if any, must be filed at least 14 days prior to the
scheduled hearing date on the Motion.

The sole lien against the Property is held by Naghme Nicki Saedi,
who is owed approximately $2,517,447.  

On June 7, 2017, the Debtor filed his Motion for Order Employing
Professional (LBR 2014-1): Luis Garcia and Keller Williams, Keller
Williams | Santa Monica 2701 Ocean Park Blvd., Suite 140, Santa
Monica, California, as Real Estate Broker; the motion was approved
by entry of order thereon on July 5, 2017.  

The listing agreement sets forth that Broker will be compensated 4%
of the purchase price or will share in the commission with a
prospective buyer's agent/broker (2% each).  However as set forth
in the Modification of Terms, the complete Purchase Offer Package,
the commission has been increased to 5% total, 2.5% for Broker and
2.5% for the Buyer's Broker.  The Modification of Terms applies
only to the Buyer; the total commission will not exceed 4% (2% even
split between the agent/brokers) in the event the Property is sold
to any other successful bidder.

The Debtor listed the Property for sale with Broker and since that
time.  The Property was initially listed for sale at $3,100,000.  

After several counteroffers and negotiations between the parties,
the Debtor accepted the offer of the Buyer to purchase the Property
for $3,120,000.  The Buyer's agent is Syrus Jamneshan of Coldwell
Banker Residential Brokerage | Sherman Oaks, 15490 Ventura Blvd.,
Sherman Oaks, California.

The salient terms of the Agreement are:

   a. Purchase price is $3,120,000;
         
   b. The Property will be sold "as is, where is," with no
warranties or representations of any kind whatsoever; and free and
clear of all liens, claims, and interests.

   c. The Buyer will initially deposit $93,000 into escrow;

   d. This is all-cash offer; i.e., the Buyer is not financing the
purchase of the Property;

   e. The escrow is to close within 10 of days of the Court
approval of the sale.

The Debtor and the Broker believe that the Buyer's offer is the
best offer that will be received for the purchase of the property
and Debtor has therefore chosen to accept it.  The Broker, the
Buyer, the Buyer's Broker and the Debtor have no prior connect or
relation, except as set forth.

The proposed sale will produce funds to pay the following: (i) Sole
Lienholder - $2,517,447; (ii) Agent commissions (5%) - $156,000;
(iii) Other estimated closing costs (including but not limited to
escrow and title charges, government recording and transfer
charges)(2%) - $62,400; and (iv) U.S. Trustee fees - $9,750.

The Debtor does not believe that the Los Angeles County Treasurer
and Tax Collector is owed anything at this time.  In the event that
the County is owed any funds, they will be paid in full through
escrow from the proceeds of the sale of the Property.

The Debtor believes that he owes the sole lienholder (Naghme Nicki
Saedi) approximately $2,517,447.  Ms. Saedi will be paid in full in
the amount of approximately $2,517,447, through escrow from the
proceeds of the sale of the Property.  Any additional amount owed
to Ms. Saedi, as asserted through a POC and/or escrow demand will
be paid, subject to review by the Debtor and subject to any further
order of the Court.

The Debtor proposes these overbidding procedures:

   a. The initial overbid must be at least $50,000 more than the
initial bid of $3,120,000.  The overbid must be on substantially
the same terms as set forth in the complete Purchase Offer
Package.

   b. The overbid increments will be $10,000 after the initial
overbid.

   c. Any successful overbidder must be able to close by the
Proposed Closing Date.

   d. Any party wishing to overbid on the Property during the
hearing on the Motion must contact the Debtor's counsel at least 36
hours prior to the hearing and provide evidence of available
financial resources such as funds and/or proof of ability to
finance up to the overbidder's maximum bid to the Debtor's
reasonable satisfaction.

   e. Any overbidder wishing to overbid on the Property during the
hearing must also submit, before the time of the hearing, a deposit
for the purchase of the Property, by cashier's check or other cash
equivalent in the amount of at least $93,000 made payable to "Simon
Resnik Hayes LLP Client Trust Account."  The successful
overbidder's deposit will be applied towards the purchase of the
Property, and will not be refunded in the event the overbidder
cannot successfully close escrow pursuant to the terms of the sale
as proscribed.

   f. If an agent/broker brings a prospective bidder who is
ultimately the successful bidder and to whom the sale is approved,
that agent/broker will share in the commission with Broker; the
total commission will not exceed 4% (2% even split between them),
on the terms set forth in the listing agreement.

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

           http://bankrupt.com/misc/Eugen_Dietl_43_Sales.pdf

The Debtor submits that the proposed sale is in the best interest
of the estate and all creditors as the sale will generate a
significant profit for the estate.  He will deposit the net
proceeds of the sale into his DIP general bank account for the
benefit of the estate and all creditors.  The projected sale of the
Property will result in disposing of the estate's sole secured
creditor and thereby will result in the Debtor's ability to
streamline his efforts in the case.

The Debtor asks the Court to waive the 14-day stay of Bankruptcy
Rule 6004(h) to permit him to proceed with the close of escrow on
the sale as soon as possible.

The Lienholder is represented by:

          Vida Halavi, Esq.
          LAW OFFICE OF VIDA HALAVI
          11040 Santa Monica Blvd., #400
          Los Angeles, CA 90024

                   About Eugen Valentin Dietl

Eugen Valentin Dietl owns and operates a business called Weld Lab
which provides welding services.  He also generates income from his
Aerospace Corp. pension and Social Security.  

Eugen Valentin Dietl sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 17-15007) on April 24, 2017.  

The Debtor tapped Matthew D Resnik, Esq., at Simon Resnik Hayes LLP
as counsel.  Luis Garcia and Keller Williams of Keller Williams |
Santa Monica were appointed as Real Estate Broker on July 5, 2017.


FEDERATION EMPLOYMENT: Selling All Residential Portfolio for $25M
-----------------------------------------------------------------
Federation Employment and Guidance Service, Inc., doing business as
FEGS, asks the U.S. Bankruptcy Court for the Eastern District of
New York to authorize bidding procedures in connection with the
sale of substantially all of its remaining residential estate
portfolio to the State of New York, New York State Office of Mental
Health ("OMH"), and the New York State Office for People With
Developmental Disabilities ("OPWDD") for $25,213,667 in aggregate
consideration including cash, claim waivers, recharacterization of
claims, litigation savings, and the assumption of debt.

The Debtor is the owner of a portfolio of residential real
property, cooperative apartment units and a sponsorship interest in
a housing corporation, each of which is located within New York
City and Long Island; the Properties historically housed clients of
the Debtor's Behavioral Health Programs and its intellectually and
developmentally disabled programs ("DD Programs").

The BH Properties consist of four community health residences in
Manhattan and the Bronx, each housing between 40 and 60 individuals
with serious and persistent mental illness receiving treatment in
OMH sponsored programs.  Two of the residences are subject to deed
restrictions requiring that they be used as mental health
facilities.

The DD Properties consist of 51 cooperative apartment units, single
family, group homes, and multifamily homes located across New York
City's boroughs and Long Island, along with one sponsored housing
corporation, which together house more than 200 of the Debtor’s
former intellectually and developmentally disabled clients, many of
which have sensory and physical challenges (visual, hearing, and
ambulation), and include 19 former Willowbrook patients.

Shortly after the filing, in order to ensure continuity of care to
the client population, the Debtor transferred its Behavioral Health
and its DD Programs to other not-for-profit Providers in a
bifurcated process that allowed the Providers to take possession of
the Properties where the Programs were operating pursuant to either
Leases, or similar license/use agreements, until the ultimate sale
of the Properties could be effectuated.

Shortly after the transfer of the Programs, the Debtor began
discussions with representatives of the State of New York
pertaining to the Properties, while it also initiated a complete
review of the Properties, the various deed and use restrictions on
a number of the Properties, as well as other potential obstacles to
a typical market transaction.  In connection with that review, the
Properties were each appraised by an independent appraiser and
reviewed by the Debtor's main real estate broker in this Case.  The
broker ultimately concluded that the deed and use restrictions on
certain Properties, the tenancy rights of the Providers, and the
occupancy by a fragile client population negatively impacted values
and rendered a wholesale marketing effort likely futile.  Based on
the foregoing, the Debtor determined that it likely would be in the
best interest of the Debtor and its estate to sell the Properties
in bulk to the State for continued use by the Providers.

Thus, in July 2015, the Debtor, the State, the OMH, and OPWDD
("State Providers"), which together were the largest governmental
sponsors of the Programs, initiated bona fide negotiations
regarding various structures for the bulk transfer of the
Properties.

While negotiations with the State/Providers were ongoing, the
Debtor and the Creditors' Committee engaged in discussions
regarding the utility of an additional marketing effort with the
help of broker, Cushman & Wakefield ("C&W"), which reviewed the
portfolio.  In C&W's view, given the deed restrictions on two of
the larger BH Properties, other restrictions contained in the
certificates of occupancy, and the existing Leases in favor of the
Providers, coupled with the fragile nature of the tenant
population, it did not believe a widespread marketing effort was
likely to yield any results, and certainly not anything
meaningfully higher.

While working to finalize and document the transaction with the
State/Providers, in October 2016, a Joint Venture between Altmark
Group, LLC, a real estate development, investment, and management
firm, and Liberty One Group, LLC, forwarded an unsolicited all-cash
offer for the Properties and requested an opportunity to conduct
due diligence.

Over the course of continued negotiations among the parties, both
offeror groups refined and improved their respective offers on
multiple occasions.  Ultimately, the Debtor, together with its
Board of Trustees, was tasked with comparing the improved all cash
offer of Altmark/Liberty with the State/Providers' offer, which
included a combination of cash, assumption of debt, claims waivers,
and the recharacterization of other claims.

In January 2017, after a very thorough vetting of the offers and
issues, and a discussion of the unique considerations each raised,
the Board voted to proceed with the State/Providers' offer as a
"stalking horse" bid subject to higher or otherwise better bids as
part of a sale process.

Accordingly, the Debtor is entering into a series of Purchase and
Sale Agreements with each of the Providers and a Settlement
Agreement among the Creditors' Committee, OMH, OPWDD, the Dormitory
Authority of the State of New York ("DASNY"), New York State
Department of Labor ("DOL"), New York City Industrial Development
Agency ("NYCIDA"), Suffolk County Industrial Development Agency
("SCIDA") and Bank of New York Mellon, in its capacity as Bond
Trustee with respect to certain bond obligations of the Debtor.

The Agreements provide for the Debtor's sale of the Properties to
the Providers, with the contractual and economic support of the
State. The terms consist of approximately $25,213,667 in aggregate
consideration including cash, claim waivers, recharacterization of
claims, litigation savings, and the assumption of debt.

With respect to the DD Properties, the parties agreed to utilize
the appraised values, back out the mortgage debt, calculate the
resulting equity, and apply a discount factor -- which was
ultimately agreed to be 13.75%.  The cash component in respect of
the DD Properties, after reductions for assumed Debt and the
discount rate, is $7,933,853.  Given the potential impact of the
deed and use restrictions on the valuation of the BH Properties,
the significant amount of existing debt, and the need for
significant post-acquisition capital improvements, the parties
negotiated a cash purchase price of $1,250,000 for the BH
Properties.

In addition, all existing mortgage debt encumbering the DD and BH
Properties -- an aggregate of up to $14,236,064 -- will be assumed
or otherwise satisfied by the Purchasers at the Closing.  As an
enhancement to the cash/debt proposals, the State agreed to waive
more than $14 million in claims filed by OPWDD and OMH for alleged
overpayments, audit amounts, and other reimbursement claims.  The
DOL, in turn, agreed to reclassify $1 million of its asserted $4.1
million priority claim as an unsecured claim.

As finally agreed, the State/Providers' offer is summarized as
follows:

          a. Total Cash - $9,183,853: Appraised Equity Value of DD
Properties less 13.75% discount - $7,933,853; plus Negotiated Cash
Component of Behavioral Health Properties Price - $1,250,000

          b. Net Value of Claims Waivers - $843,750

          c. Net Value of DOL Recharacterization - $750,000

          d. Estimated litigation savings - $200,000

          e. Total Additional Cash Equivalent Value - $1,793,750

          f. Total Cash and Cash Equivalent Consideration -
$10,977,603

          g. Assumed Debt - $14,236,064

The material terms of the Sale Agreements are:

          a. Purchase Price: $9,183,853 cash, in the aggregate, to
be paid collectively by the Providers ("Cash Portion"), with each
Provider paying the amount set forth in their respective Sale
Agreement, plus assumption and/or satisfaction of all related
mortgage debt attaching to the Properties being acquired by each
Provider ("Mortgage Portion").

          b. Deposit: 5% of the sum of the Cash Portion and the
Mortgage Portion, upon execution of the Sale Agreement

          c. Closing Date: The Closing will take place on the 30th
day from entry of the Sale Order unless extended by up to an
additional 30 days by mutual agreement of the Debtor and the
Provider.

          d. No Reliance on Warranties or Representations: The
Properties will be conveyed by the Debtor to, and accepted by the
Stalking Horse on an "as is, where is" basis.

          e. Existing Liens and Deed Restrictions: The Providers
are taking the Properties subject to existing deed and use
restrictions and subject to mortgages related to the Mortgage
Portion.

          f. Condition of Closing: It is a condition of Closing
that the Provider has fully satisfied all undisputed obligations
under any Lease and escrowed any disputed amounts.

          g. Break-Up Fee and Expense Reimbursement: A Break-Up Fee
which totals 2% of the aggregate Cash Portion and Mortgage Portion,
and an allocable portion of the Expense Reimbursement of up to
$175,000, in the aggregate, solely out of the proceeds of any
Alternate Transaction.

The material terms of the Settlement Agreement are:

          a. OMH and OPWDD will waive any and all of their claims
against the Debtor including, without limitation, claim number
1777, filed with an asserted amount of $14,915,139, and claim
number 1775, filed with an asserted amount of $75,846.

          b. The DOL will recharacterize $1 million of its
$4,158,134 priority claim asserted for unpaid unemployment
insurance contributions to an unsecured claim, with the remaining
balance being deemed allowed as a priority claim.

          c. Mutual releases by the Debtor and the other parties to
the Settlement Agreement.

Although there is no financing contingency in the Stalking Horse
Sale Agreements, the Providers servicing the DD Programs are
funding the cash portion of the purchase price of the DD Properties
through traditional bank financing, with OPWDD providing financial
support under the Prior Property Approval Program ("PPA Program").
The PPA Program affords the Providers the State's commitment to
fund certain costs in connection with the transfer or
rehabilitation of real property, as well as the payments necessary
to service the bank financing obtained by the Providers for the
acquisitions.  The Debtor is advised that each Provider has
obtained a Prior Property Approval and has received a firm
commitment from T.D. Bank, N.A. to fund each Provider's pro-rata
share of the cash portion of the Stalking Horse's bid.

The waiver and recharacterization of certain claims filed by State
agencies provides additional consideration for the Sale ("State
Consideration"), as contained in the Settlement Agreement by and
between the Debtor, the Creditors' Committee, OPWDD, OMH, the DOL,
DASNY, the IDAs, and the Bond Trustee.  Taken as a whole, based on
various assumptions as to the allowability and likely dividend, the
Debtor values the waivers and recharacterization at approximately
$1.6 million.

The Providers are the transferees of the Debtor's former Behavioral
Health and DD Programs pursuant to Orders previously entered by the
Court.  In connection with the program transfers, all of the
Providers entered into Leases conveying the Properties, which were
approved by the Court in connection with the program transfers.

The Leases commenced in 2015 with a one-year term and the Providers
have remained in possession of the Properties as month-to-month
holdover tenants pursuant to the terms of each respective Lease.
The Leases further provide that in the event a Provider is not the
ultimate Successful Purchaser of a Property which they occupy, such
Provider has the option to extend the terms of the Lease for one
year from the date the Court enters an Order approving an Alternate
Transaction.

The Bid Procedures contain the terms and procedures that the Debtor
proposes govern the submission of bids for the Properties.

The salient terms of the Bid Procedures are:

          a. Bid Deadline: no later than 4:00 p.m. on (TBD)

          b. Minimum Bid: $250,000 more than the value ascribed to
the Agreements plus the 2% Break-Up Fee and $175,000 Expense
Reimbursement (or $26,142,940)

          c. Deposit: 5% of the initial purchase price set forth in
Modified Sale Agreement

          d. As Is, Where Is: The Sale will be on an "as is, where
is" basis and without representations or warranties of any kind.

          e. Qualification Objection Deadline: no later than 4:00
p.m. on (TBD)

          f. Auction: The Auction will take place at the offices of
counsel to the Debtor, Garfunkel Wild, P.C., 111 Great Neck Road,
Great Neck, New York on (TBD) starting at (TBD).

          g. Bidding at the Auction will commence at the amount of
the Starting Auction Bid.  As each subsequent bid must address both
monetary and mission driven considerations, there will be no
pre-established bid increments.

          h. As soon as practicable after the conclusion of the
Auction, the Debtor's Board will convene a meeting, which meeting
may be continued from time to time, the purpose of which will be to
review the Final Bids and determine, consistent with the Board's
dual duties to creditors and the Debtor’s mission, which Final
Bid submitted during the Auction is the highest or otherwise best
Final Bid.

A copy of the Agreements and the Bid Procedures attached to the
Motion is available for free at:

    http://bankrupt.com/misc/Federation_Employment_916_Sales.pdf

The Debtor is liquidating its estate and no longer has a need for
the Properties.  It submits that the Sale of the Properties is in
the best interest of its estate based on the Purchase Price being
fair and reasonable in light of the appraisals received on each of
the Properties, the reasonableness of the bulk-offer discount, and
the terms of existing Leases and deed restrictions affecting the
Properties.  Accordingly, the Debtor asks the Court to grant the
relief sought.

The State Providers can be reached at:

          NEW YORK STATE OFFICE OF MENTAL HEALTH
          Office of Counsel
          44 Holland Avenue, 8th Floor
          Albany N.Y. 12229
          Attn: John Reisinger
          Fascimile: (518) 473-7863
          E-mail: john.reisinger@omh.ny.gov

          NYS OFFICE FOR PEOPLE WITH DEVELOPMENTAL DISABILITIES
          Office of Counsel
          44 Holland Avenue, 3rd Floor
          Albany, NY 12229
          Attn: Roger A Bearden
          Facsimile: (518) 473-7382
          E-mail: roger.a.bearden@opwdd.ny.gov

          WINSTON & STRAWN, LLP
          200 Park Avenue
          New York, NY 10166
          Attn: David Neier
          Facsimile: (212) 294-4700
          E-mail: dneier@winston.com

                           About FEGS

Established in 1934 amidst the Great Depression, Federation
Employment & Guidance Service, Inc. ("FEGS") is a not-for-profit
provider of various health and social services to more than
120,000 individuals annually in the areas of behavioral health,
disabilities, housing, home care, employment/workforce, education,
youth and family services.  At its peak, FEGs' network of programs
operated over 350 locations throughout metropolitan New York and
Long Island and employed 2,217 highly skilled professionals.

FEGS sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case
No. 15-71074) in Central Islip, New York on March 18, 2015.

The Debtor disclosed $86,697,814 in assets and $45,572,524 in
liabilities as of the Chapter 11 filing.

The Debtor filed applications to hire Garfunkel, Wild, P.C., as
general bankruptcy counsel; Togut, Segal & Segal, LLP, as
co-counsel; JL Consulting LLC as Restructuring Advisor, as
restructuring advisor; Crowe Horwath, LLP as accountants; and Rust
Consulting/Omni Bankruptcy as claims and noticing agent.

On March 31, 2015, the U.S. Trustee appointed the Creditors'
Committee.  The U.S. Trustee for Region 2 appointed three members
to the Official Committee of Unsecured Creditors.  The Committee
tapped Pachulski Stang Ziehl & Jones LLP as its counsel.


FOREST STREET: Defaulted on Plan; UST Seeks Chapter 7
-----------------------------------------------------
The United States Trustee asks the Bankruptcy Court for the
District of Massachusetts to enter an order converting the Chapter
11 case of Forest Street Building 165, LLC, to a case under Chapter
7 because the Debtor has failed to pay quarterly fees to the United
States Trustee and because the Debtor is in material default of its
confirmed plan.

According to the U.S. Trustee, the Debtor is delinquent in
submitting post-confirmation distribution reports; the last
distribution report the Debtor submitted was a report for February
2017.

The Debtor also is delinquent in paying quarterly fees owed to the
United States Trustee.  The U.S. Trustee estimates that the amount
of quarterly fees due and owing through the second quarter of 2017
is $4,300.57.  The Debtors' failure to pay the quarterly fees
constitutes material default with respect to a confirmed plan, the
U.S. Trustee says, citing 11 U.S.C. Sec. 1112(b)(4)(N).

The Court entered an Order confirming the Debtor's Modified Second
Amended Joint Plan of Reorganization on September 21, 2016.  There
are two other parties to the joint plan of reorganization:
Framingham 300 Howard, LLC (Case No. 15-42232) and East Main Street
Building 57, LLC (Case No. 15-42224).

William K. Harrington, the United States Trustee for Region 1, is
represented by:

     Lisa D. Tingue, Esq.
     Trial Attorney
     United States Department of Justice
     Office of the U.S. Trustee
     446 Main Street, 14th Floor
     Worcester, MA 01608
     Tel: (508) 793-0555
     Fax: (508) 793-0558
     E-mail lisa.d.tingue@usdoj.gov

                      About Framingham 300

Framingham 300 Howard, LLC, is a Delaware limited liability
company
formed in 2007 to own and operate the real property located at 1
Grant Street/290 Howard Street, Framingham, Massachusetts.  The
Debtor has always been in the business of operating 1 Grant
Street.
Framingham Triangle, LLC, is the Debtor's sole member.  Kimberly
Depietri and Louise Depietri are the members of Framingham
Triangle
and David Depietri is the manager of both the Debtor and
Framingham
Triangle.  1 Grant Street is the Debtor's primary asset.

Framingham 300 Howard filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 15-42232) on Nov. 19, 2015, estimating less than $50,000
in assets and $1 million to $10 million in debt at the time of
filing.

                       About Forest Street  

Forest Street Building 165, LLC, owns the commercial real property
located at 165 Forest Street, Marlborough, Massachusetts.  This
property consists of approximately 50,600 square feet.  The Real
Property has four rental units.  South Middlesex Opportunity
Council leases 12,650 square feet, Advanced Math and Science
Academy leases approximately 12,650 square feet and two units are
currently vacant.  T-Mobile is also a lessee on the property with
an antenna on the roof.

Forest Street Building 165 filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 15-42221) on Nov. 18, 2015,
estimating its assets at between $1 million and $10 million and its
liabilities at between $10 million and $50 million.  The petition
was signed by David P.
Depietri, manager.

Judge Christopher J. Panos presides over the case.

John M. McAuliffe, Esq., at McAuliffe & Associates, P.C., serves
as
the Debtor's bankruptcy counsel.

                    About East Main Street

Headquartered in Marlborough, Massachusetts, East Main Street
Building 57, LLC, owned the commercial real property located at 57
East Main Street, Westborough, Massachusetts.  This property
consists of approximately 57,000 square feet.  

East Main Street Building 57 filed for Chapter 11 bankruptcy
protection (Bankr. D. Mass. Case No. 15-42224) on Nov. 18, 2015,
estimating its assets at between $1 million and $10 million and
liabilities at between $10 million and $50 million.  The petition
was signed by David
Depietri, manager.

Judge Christopher J. Panos presides over the case.

John M. McAuliffe, Esq., at McAuliffe & Associates, P.C., serves
as
the Debtor's bankruptcy counsel.


FTHG DEVELOPMENT: Wants to Use Cash Collateral
----------------------------------------------
FTHG Development, LLC, seeks permission from the U.S. Bankruptcy
Court for the Northern District of New York to use cash
collateral.

Secured creditor Trustco Bank obtained the appointment of a
receiver for the purposes of collecting the rents and operating the
Debtor's mobile home park in Gloversville, New York.

The Debtor intends to rent the vacant units for an additional
approximate monthly rental of $325 per month, for a total
additional monthly rent of $1,300.  The Debtor further intends to
rent the developed lots for a total additional monthly rent of
$1,950.  The Debtor believes that the total monthly rental will be
in excess of $7,000 per month.

The Debtor says that the use of cash collateral is required in
order for the Debtor to provide for the orderly transition of
management and operations of the park and the Property.

With the Debtor's use of cash collateral, the Debtor intends to
make adequate protection payments to Trustco Bank and make payment
of the taxes, as they come due.

After providing Trustco Bank with adequate protection payments, the
Debtor proposes to use the cash collateral to pay any and all
utilities and other operating expenses arising in the ordinary
course of business.

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

          http://bankrupt.com/misc/nynb17-60875-6-12.pdf

                      About FTHG Development

Headquartered in Gloversville, New York, FTHG Development, LLC,
owns and operates a mobile home park, located at 101 Deer Park
Boulevard, Gloversville, New York.

FTHG Development filed for Chapter 11 bankrupcy protection (Bankr.
N.D.N.Y. Case No. 17-60875) on July 5, 2017, estimating assets at
between $500,001 and $1 million and its liabilities at between
$100,001 and $500,000.  Brian H. Bronsther, Esq., at The Bronsther
Law Firm, P.C., serves as the Debtor's bankruptcy counsel.


GARBER BROS: Has Interim Approval to Use Cash Collateral
--------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts has granted Garber Bros., Inc., interim
approval to further use funds and assets of the Debtor constituting
cash collateral.

A continued hearing on the Debtor's request to use cash collateral
will be held on Aug. 2, 2017, at 11:15 a.m.

As reported by the Troubled Company Reporter on June 15, 2017, the
Court previously granted the Debtor interim approval to use funds
and assets of the Debtor constituting cash collateral subject to
the security interest claimed by Citizens Bank, N.A., Zurich
American Insurance Company, and the Massachusetts Department of
Revenue as of the Petition Date as well as funds received and other
cash collateral that are subject to replacement liens granted by
the court order.

                        About Garber Bros.

Garber Bros., Inc., was a greater Boston convenience store
distributor that abruptly ceased operations in April 2017.

Alleged creditors -- BIC USA, Conagra Brands, Inc., General Mills,
Inc., Mars Financial Services, Mondelez, Nestle USA The Coca-Cola
Company, and The Hershey Company -- signed an involuntary Chapter 7
petition against Garber Bros. (Bankr. D. Mass. Case No. 17-11802)
on May 15, 2017.  The petitioning creditors are represented by
Janet E. Bostwick, at Janet E. Bostwick, PC.

The Debtor's motion to convert the case to a Chapter 11 case was
granted on June 7, 2017.

Murphy & King, PC, is serving as counsel to the Debtor in the
Chapter 11 case.  Argus Management Corporation is the Debtor's
financial advisor.

Blakeley LLP is counsel to the Official Committee of Unsecured
Creditors.


GENERAL MOTORS: New GM Not Liable for Punitive Damages, Court Rules
-------------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York is tasked with resolving certain of the 2016
Threshold Issues arising out of the 363 Sale, in which the bulk of
Old GM's assets were sold to General Motors or New GM free and
clear of nearly all liabilities.

Resolving three of the 2016 Threshold Issues, Judge Martin holds
that (i) only plaintiffs with the Ignition Switch Defect in a
Subject Vehicle are Ignition Switch Plaintiffs; (ii) used car
purchasers are bound by the Sale Order to the same extent as their
predecessors in interest; and (iii) claims for punitive damages
against New GM, based on Old GM conduct, are barred by the
Bankruptcy Code’s priority scheme.

In addressing one of the issues, Judge Martin opines that because a
successor corporation may only be liable to the same extent as its
predecessor, New GM cannot be held liable for a claim that its
predecessor would never have had to pay under the Bankruptcy Code.
Old GM was deeply insolvent, and it would have never been liable
for punitive damages until all higher priority claims were paid in
full. Likewise, New GM cannot be held liable for damages that the
Bankruptcy Code dictates would never have been paid by Old GM.

The Court underscores that its decision is based on the priority
scheme under the Bankruptcy Code. While an insolvent debtor may pay
general unsecured claims on a pro rata basis, the Bankruptcy Code
dictates that an insolvent debtor would never pay punitive damages
until higher priority claims are paid in full. It is thus
inconsistent with the Bankruptcy Code to hold a purchaser in a
section 363 sale liable for damages that would be categorically
barred as a matter of priority had the sale never occurred.

The Court, therefore, finds that Post-Closing Accident Plaintiffs
may not assert claims against New GM for punitive damages based on
the conduct of Old GM.

A full-text copy of Judge Martin's July 17, 2017, Memorandum
Opinion is available at:

     http://bankrupt.com/misc/nysb09-50026-13992.pdf

Attorneys for General Motors LLC:

     Arthur Steinberg, Esq.
     Scott Davidson, Esq.
     KING & SPALDING LLP
     1185 Avenue of the Americas
     New York, NY 10036
     asteinberg@kslaw.com
     sdavidson@kslaw.com

Attorneys for General Motors LLC:

     Richard C. Godfrey, Esq.
     Andrew B. Bloomer, Esq.
     KIRKLAND & ELLIS LLP
     300 North LaSalle
     Chicago, IL 60654
     richard.godfrey@kirkland.com
     andrew.bloomer@kirkland.com

Attorneys for Bernard Pitterman, Administrator:

     Joram Hirsch, Esq.
     Robert B. Adelman, Esq.
     ADELMAN HIRSCH & CONNORS LLP
     1000 Lafayette Blvd.
     Bridgeport, CT 06604
     jhirsch@AHCtriallaw.com
     radelman@AHCtriallaw.com

Attorneys for Moore Plaintiffs:

     Kenneth C. Anthony, Jr., Esq.
     K. Jay Anthony, Esq.
     ANTHONY LAW FIRM, P.A.
     150 Magnolia Street
     Spartanburg, SC 29306
     kanthony@anthonylaw.com
     janthony@anthonylaw.com

Attorneys for Brianna Minard:

     Joshua S. Markowitz, Esq.
     CARCIONE, CATTERMOLE, DOLINSKI, STUCKY, MARKOWITZ & CARCIONE
     1300 South El Camino Real, Suite 300
     P.O. Box 5429
     San Mateo, CA 94402

Attorneys and Co-Lead Counsel for Ignition Switch Plaintiffs and
Certain Non-Ignition Switch Plaintiffs in the MDL Court:

     Steve W. Berman, Esq.
     HAGENS BERMAN SOBOL SHAPIRO LLP
     1918 Eighth Avenue, Suite 3300
     Seattle, WA 98101
     steve@hbsslaw.com

Attorneys and Co-Lead Counsel for Ignition Switch Plaintiffs and
Certain Non-Ignition Switch Plaintiffs in the MDL Court:

     Elizabeth J. Cabraser, Esq.
     LIEFF CABRASER HEIMANN & BERNSTEIN, LLP
     275 Battery St., 29th Floor
     San Francisco, CA 94111
     ecabraser@lchb.com

Attorneys and Designated Counsel for Ignition Switch Plaintiffs and
Certain Non-Ignition Switch Plaintiffs in the Bankruptcy Court:

     Edward S. Weisfelner, Esq.
     Howard Steele, Esq.
     BROWN RUDNICK LLP
     Seven Times Square
     New York, NY 10036
     eweisfelner@brownrudnick.com
     hsteel@brownrudnick.com

Attorneys and Designated Counsel for Ignition Switch Plaintiffs and
Certain Non-Ignition Switch Plaintiffs in the Bankruptcy Court:

     Sander L. Esserman, Esq.
     STUTZMAN, BROMBERG, ESSERMAN & PLIFKA, A PROFESSIONAL
CORPORATION
     2323 Bryan Street, Suite 2200
     Dallas, TX 75201
     esserman@sbep-law.com

for Christopher Pope and Gwendolyn Pope:

     Kris Ted Ledford, Esq.
     LEDFORD LAW FIRM
     425 East 22nd St., Suite 101
     Owasso, OK 74055

Counsel to Those Certain Post-Closing Accident Plaintiffs
Represented By Butler Wooten & Peak LLP, Denney & Barrett, P.C.,
Hilliard Muñoz Gonzales L.L.P., and Turner & Associates, P.A.:

     William Weintraub, Esq.
     Gregory Fox, Esq.
     GOODWIN PROCTER LLP
     620 Eighth Avenue
     New York, NY 10018
     wweintraub@goodwinlaw.com
     gfox@goodwinlaw.com

Counsel for Bledsoe Plaintiffs, Elliott Plaintiffs and Sesay
Plaintiffs:

     Gary Peller, Esq.
     GARY PELLER, ESQ.
     600 New Jersey Avenue, NW
     Washington, DC 20001
     peller@law.georgetown.edu

Attorneys for Plaintiff Benjamin Pillars:

     Victor J. Mastromarco, Jr., Esq.
     THE MASTROMARCO FIRM
     1024 N. Michigan Avenue
     Saginaw, MI 48602
     Vmastromar@aol.com

Attorneys for Plaintiffs William D. Pilgrim, et al.:

     Andre E. Jardini, Esq.
     KNAPP, PETERSEN & CLARKE
     550 North Brand Boulevard, Suite 1500
     Glendale, CA 91203
     aej@kpclegal.com

Attorneys for Plaintiffs William D. Pilgrim, et al.:

     Sean Southard, Esq.
     Brendan M. Scott, Esq.
     KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP
     200 West 41st Street, 17th Floor
     New York, NY 10036


Lead Counsel in the MDL Court with Primary Responsibility for
Personal Injury and Wrongful Death Cases:

     Robert Hilliard, Esq.
     HILLIARD MUnOZ GONZALES LLP
     719 South Shoreline, Suite 500
     Corpus Christi, TX 78401

                About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin, Esq.,
and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
assist the Debtors in their restructuring efforts.  Al Koch at AP
Services, LLC, an affiliate of AlixPartners, LLP, serves as the
Chief Executive Officer for Motors Liquidation Company.  GM is
also
represented by Jenner & Block LLP and Honigman Miller Schwartz and
Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP is providing
legal advice to the GM Board of Directors.  GM's financial
advisors
are Morgan Stanley, Evercore Partners and the Blackstone Group
LLP.
Garden City Group is the claims and notice agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured Creditors
Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis
&
Frankel LLP served as bankruptcy counsel to the Creditors
Committee.  Attorneys at Butzel Long served as counsel on supplier
contract matters.  FTI Consulting Inc. served as financial
advisors
to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin &
Drysdale, Chartered, represented the Asbestos Committee.  Legal
Analysis Systems, Inc., served as asbestos valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the
Dissolution Date, pursuant to the Plan and the Motors Liquidation
Company GUC Trust Agreement, dated March 30, 2011, between the
parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GO LAWN: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Go Lawn Inc.
        9841 Boggy Creek Road
        Orlando, FL 32824

About the Debtor: Go Lawn Inc. -- http://www.golawns.com/--
                      provides lawncare maintenance services   
                      including ground care management,
                      pesticides, tree pruning, irrigation
                      maintenance, fertilization and landscaping.

Chapter 11 Petition Date: July 17, 2017

Case No.: 17-04697

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Eric A Lanigan, Esq.
                  LANIGAN & LANIGAN, PL
                  831 W. Morse Blvd
                  Winter Park, FL 32789
                  Tel: (407) 740-7379
                  Fax: (407) 740-6812
                  E-mail: ecf@laniganpl.com
                          Roddy.Lanigan@Laniganpl.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Howard Schwartz, president.

The Debtor's list of 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb17-04697.pdf


GRANDPARENTS.COM INC: Hearing on Disclosures Approval on Aug. 17
----------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida has scheduled for Aug. 17, 2017, at
10:30 a.m. the hearing to consider the approval of Grandparents.com
Inc.'s disclosure statement dated July 6, 2017, referring to the
Debtor's plan of reorganization dated July 6, 2017.

Objections must be filed by Aug. 10, 2017.

As reported by the Troubled Company Reporter on July 11, 2017, the
Debtor filed a joint Chapter 11 plan of liquidation and related
disclosure statement, which says that the Debtors' pre- and
post-Petition Date Lender has funded a liquidating trust with a
cash contribution of $200,000 for general operations, plus an
additional $50,000 specifically earmarked for distribution to Class
3 General Unsecured Claims (i.e., the Plan Fund).

                  About Grandparents.com, Inc.

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

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

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

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

The Debtors are represented by Steven R. Wirth, Esq., and Eyal
Berger, Esq., at Akerman LLP.  They have also tapped Genovese
Joblove & Battista, P.A., as special litigation counsel and
conflicts counsel, and EisnerAmper LLP as accountants and financial
advisor.


GYMBOREE CORP: Has Final OK to Obtain DIP Financing & Use Cash
--------------------------------------------------------------
The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia has entered a final order authorizing
The Gymboree Corporation, et al., to obtain postpetition financing
and use cash collateral.

The Debtor wanted:

     (a) a senior secured postpetition financing on a
         superpriority basis consisting of a senior secured
         superpriority credit facility in the aggregate principal
         amount of up to $273,450,000, which will include (i) an
         $88 million sublimit for the issuance of letters of
         credit and (ii) a $30 million sublimit for swingline
         loans, consisting of (x) $219 million in revolving tranch

         A commitments; (y) $6 million in revolving FILO
         commitments; and (iii) $48.45 million in ABL term loan
         commitments from Bank of America, N.A., as administrative

         and collateral agent, and Pathlight Capital LLC, as ABL
         term loan agent;

     (b) a senior secured postpetition financing on a
         superpriority basis in the aggregate principal amount of
         $105 million, consisting of (a) a $35 million new money
         multiple draw term loan facility and (b) $70 million of
         term loans resulting from the roll-up of amounts
         outstanding under the prepetition term loan agreement
         with Credit Suisse AG, Cayman Islands Branch as
         administrative agent; and

     (c) to use prepetition collateral, including the cash
         collateral of the prepetition ABL parties for any
         diminution in value resulting from the imposition of the
         automatic stay, the Debtors' use, sale, or lease of the
         prepetition collateral.

The Debtors are authorized to continue requesting extensions of
credit up to an aggregate outstanding principal amount of up to
$273.45 million at any one time outstanding under the DIP ABLE
Credit Facility, and $20 million in two separate draws under the
DIP Term Loan Credit Facility.

The DIP ABL Administrative Agent and the DIP Term Loan Agent are
granted on a final basis continuing, valid, binding, enforceable,
non-avoidable, and automatically and properly perfected
postpetition security interests in and liens on all real and
personal property.

The DIP ABL Administrative Agent and the DIP Term Loan Agent are
granted on a final basis allowed superpriority administrative
expense claims in each of the cases and any successor cases for all
DIP obligations.

The Debtors are also allowed to continue using cash collateral to
meet payroll obligations and pay expenses necessary to avoid
immediate and irreparable harm to the Debtors' estates.  The
Debtors grant on a final basis continuing, valid, binding,
enforceable, and perfected postpetition security interests in and
liens on the DIP collateral to the Prepetition ABL Administrative
Agent.  The Debtors also grant the Prepetition Term Loan Agent on a
final basis continuing, valid, binding, enforceable, and perfected
postpetition security interests in and liens on the DIP
collateral.

A copy of the Final DIP Financing Order is available at:

          http://bankrupt.com/misc/vaeb17-32986-384.pdf

As reported by the Troubled Company Reporter on June 16, 2017, the
Court previously granted the Debtor authorization, on an interim
basis, to access $35 million in new money and hundreds of millions
of dollars in other converted debtor-in-possession financing.  

                    About The Gymboree Corp.

The Gymboree Corporation is a children's 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.

On June 16, 2017, the Debtors filed a joint Chapter 11 plan of
reorganization and disclosure statement.

On June 22, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.  The committee hired
Hahn & Hessen LLP as its bankruptcy counsel.


GYMBOREE CORPORATION: Claims Bar Date Set for August 11
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia set
Aug. 11, 2017, at 5:00 p.m. (Prevailing Eastern Time) as the last
date and time for persons or entities to file proofs of claim
against The Gymboree Corporation and its debtor-affiliates.

The Court also set Dec. 8, 2017, at 5:00 p.m. (Prevailing Eastern
Time) as deadline for all governmental units to file their claims
against the Debtors.

All proofs of claim must be filed at:

   The Gymboree Corporation
   Claims Processing Center
   c/o Prime Clerk LLC
   830 Third Avenue, 3rd Floor
   New York, New York 10022

                    About The Gymboree Corp.

The Gymboree Corporation is a children's 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, the Debtors' 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.

On June 16, 2017, the Debtors filed a joint Chapter 11 plan of
reorganization and disclosure statement.

On June 22, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.  The committee hired
Hahn & Hessen LLP as its bankruptcy counsel.


HEALTH DIAGNOSTIC: Court Approves $20MM Settlement with LeClairRyan
-------------------------------------------------------------------
Judge John A. Gibney of the U.S District Court for the Eastern
District of Virginia affirmed the Bankruptcy Court's decision
approving the $20 million settlement entered into by HDL trustee
Richard Arrowsmith and LeClairRyan P.C. to resolve a malpractice
claim. Judge Gibney denied the trustee's motion to dismiss because
the appellants have standing to bring their claims, and the appeals
are not equitably moot.

Russell Warnick and LaTonya Mallory, former HDL executives and
appellants here, have objected to the approval of the Settlement.
Essentially, Warnick and Mallory think that the Approval Order
releases LeClairRyan from claims that Warnick and Mallory may want
to assert against LeClairRyan in future litigation.

The Bankruptcy Court clarified in a memorandum opinion that the
viability of Warnick and Mallory's personal claims against
LeClairRyan would have to be decided in future litigation by
whatever court entertained the future case. Warnick and Mallory,
however, argue that the Approval Order says something different.
They also contend that the Bankruptcy Court erred in maintaining
jurisdiction over disputes arising from the HDL bankruptcy. Warnick
and Mallory also argue that the Bankruptcy Court erred by refusing
to admit into evidence the demand letter that Arrowsmith sent to
LeClairRyan to begin settlement negotiations. The Bankruptcy Court
characterized the letter as inadmissible settlement material,
sealed it from public view, and did not admit it into evidence.

In these appeals, Warnick and Mallory ask the Court to reverse and
vacate the Approval Order. Warnick also seeks reversal of the
Bankruptcy Court’s decision to exclude the Demand Letter from
evidence, although he does not object to its admission under seal.


Explaining his decision, Judge Gibney asserts that the Approval
Order does not release claims held by the appellants individually
against LeClairRyan. The Settlement agreement binds HDL, which it
defines as not only its corporate entities but also as its "former
directors, officers, employees and agents of HDL to the extent they
acted on behalf of or as representatives of HDL."  This language
does not include Mallory or Wamick as individuals, only as
corporate officials.

The Settlement resolves claims held by Arrowsmith "by virtue of his
exercise of the powers and duties conferred by Section 6.5 of the
[Liquidation Plan] . . . or otherwise within the jurisdiction of
the Bankruptcy Court." The Liquidation Plan gives Arrowsmith the
right to “exercise all power and authority that may be or could
have been exercised, commence all proceedings that may be or could
have been commenced, and take all actions that may be or could have
been made by any partner, member, officer, director, or shareholder
of the Debtors with like effect as if authorized, exercised, and
taken by unanimous action of such partners, members, or officers,
directors, and shareholders.” In other words, Arrowsmith can
exercise the rights of HDL, not the rights of Mallory or Warnick as
individuals. Arrowsmith, therefore, cannot release the appellants'
individual claims.

The Bankruptcy Court properly maintained jurisdiction over disputes
arising from the Settlement. The Bankruptcy Court also had the
right to retain jurisdiction under the Liquidation Plan in the
case, which provides the Bankruptcy Court with "such jurisdiction
as is legally permissible" to implement the Plan. This power
includes the authority to effect the settlement of the LeClairRyan
claim. The Court affirms the Bankruptcy Court’s decision to
maintain jurisdiction over the Settlement.

In conclusion, Judge Gibney affirms the Bankruptcy Court's approval
of the Settlement. The Approval Order does not pre-adjudicate the
issue of contribution, which must be decided in any future
litigation. The Settlement does not affect the ability of Warnick
and Mallory to assert their individual claims against LeClairRyan.
To the extent any doubt exists about these matters, this Court's
Order will clarify them. The Bankruptcy Court also did not err in
maintaining jurisdiction over the Settlement, and the Court affirms
its decision to do so.

The Demand Letter will be unsealed, but its admissibility into
evidence has no impact on this case. The Court, therefore, will
affirm the exclusion of the letter from evidence.

An appropriate Order will issue.

A full-text copy of Judge Gibney's Opinion is available at:

     http://bankrupt.com/misc/vaeb3-16-00876.pdf

                 About Health Diagnostic

Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care
businesses based in Richmond, Virginia.  HDL is a blood testing
company.

Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015.  The petitions were signed
by Martin McGahan, chief restructuring officer.  

HDL disclosed $96,130,468 in assets and $108,328,110 in
liabilities as of the Chapter 11 filing.

Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq. at Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.  

Alvarez & Marsal is the Debtors' financial advisor.  Robert S.
Westermann, Esq., at Hirshler Fleisher, P.C., serve as the
Debtors' conflicts counsel.  American Legal Claims Services, LLC,
is the Debtors' claims, noticing and balloting agent.  Ettin
Group, LLC, will market and sell the miscellaneous equipment and
other assets.

MTS Health Partners, L.P., serves as investment banker.

To assist them with their restructuring efforts and to help
maximize the value of their estates, the Debtors filed with the
Court an application seeking entry of an order authorizing the
Debtors to retain Alvarez & Marsal Healthcare Industry Group, LLC
("A&M") to provide the Debtors with a Chief Restructuring Officer
and certain additional personnel.  Richard Arrowsmith is presently
the CRO.

On June 16, 2015, the Office of the United States Trustee for the
Eastern District of Virginia appointed the Committee, consisting
of the following seven members: (i) Oncimmune (USA) LLC; (ii)
Aetna, Inc.; (iii) Pietragallo Gordon Alfano Bosick & Raspanti,
LLP; (iv) Mercodia, Inc.; (v) Numares GROUP Corporation; (vi)
Kansas Bioscience Authority; and (vii) Diadexus, Inc.  On Sept.
23,
2015, Oncimmune (USA) LLC resigned from the Committee and, on Nov.
3, 2015, the U.S. Trustee appointed Cleveland Heart Lab, Inc. to
the Committee.

The Creditors Committee retained Cooley LLP as its counsel and
Protiviti Inc. as its financial advisor.

                          *     *     *

On Nov. 5, 2015, the Court entered an order setting Dec. 22, 2015,
as the Bar Date for the filing of all proofs of claim.

The Debtors have sold substantially all of their operating assets
pursuant to two separate sales approved by the Court.

On Jan. 4, 2016, the Debtors filed a proposed Plan of Liquidation
and Disclosure Statement.

The Troubled Company Reporter on May 20, 2016, reported that Judge
Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern
District of Virginia, Richmond Division, overruled the objections
to Health Diagnostic Laboratory, Inc., et al.'s Modified Second
Amended Plan of Liquidation and approved the Liquidating Plan and
approved the Plan.


HEALTHCARE ALLIANCE: Aug. 1 Claims Bar Date in Receivership Case
----------------------------------------------------------------
The Honorable Constance Epstein, Judge of the Superior Court for
the Judicial District of Hartford, Connecticut, has entered an
order establishing a claims adjudication procedure for
pre-receivership claims and otherwise enjoining all claims against
the receiver for Blair Manor, Douglas Manor and/or Ellis Manor; and
the receivership property.

On May 31, 2017, the Superior Court entered orders granting
receivership and appointing Phyllis A. Belmonte, as receiver of
Healthcare Alliance, Inc. d/b/a Blair Manor; Health Care Reliance,
LLC d/b/a Ellis Manor; and Health Care Assurance, LLC d/b/a Douglas
Manor.  

Ms. Belmonte' obligations as receiver to the Court include,
broadly, the operation of all aspects of the Receivership's
business. Her functions as a receiver are overseen by the Court.

The Receiver cannot be deemed to have assumed responsibility for
any claim or obligation of any kind, including any lease contract,
which was incurred prior to May 31, 2017, the date upon which the
Receivership became effective, unless she has consented in writing
thereto; been so directed by the Court; or unless applicable law
compels such an assumption.

By Order dated June 13, 2017, the Court restrains and enjoins the
commencement, prosecution, or continuance of the prosecution, of
any action, suit, arbitration proceeding, hearing, or any
foreclosure, reclamation, or repossession proceeding, both judicial
and non-judicial, or any other proceeding, in law, or in equity, or
under any statute, or otherwise, against the Receiver or any of the
assets or property in the custody and or control of the Receiver,
without obtaining prior approval from the Superior Court.

The Court directs the Receiver to give timely notice of the claims
adjudication procedure to all known Pre-Receivership creditors by
mailing a copy of this order to each at their last known address,
and to publish the order in the Hartford Courant newspaper, no
later than two weeks after the entry of this order.

Any person or entity claiming a financial or property interest of
any kind that arose prior to the Effective Date of the
Receivership, must provide written notice to:

     Pre-Receivership Claims Affinity Receivership
     c/o Ellis Manor 210
     George Street
     Hartford, CT 06114

for delivery no later than noon on Tuesday, August 1, 2017, the Bar
Date.

The written notice must include a full and complete description of
the facts and circumstances which gave rise to the asserted claimed
interest. Original claims must be submitted by mail and may not be
faxed or delivered by private overnight delivery services. No
special claims form is necessary.

All Pre-Receivership claims submitted must include a full and
complete description of the claim, supported by detailed back-up
materials describing the nature and quantity of the goods or
services sold, as well as the dates of all such transactions.

Any persons or entities claiming a security interest, lien or other
right with respect to property owned by the Receivership or located
in the Facilities, should indicate the collateral with respect to
which a security interest or lien is claimed, as well as notice of
their intention, if any, to retrieve their collateral.

The Receiver shall rely exclusively on the documentation submitted
by claimants with each Pre-Receivership claim, and is not obligated
to inform any Pre-Receivership claimant if the documentation
submitted is inadequate to support any alleged claim.

Claims received after noon on Tuesday, August 1, 2017, the Bar
Date, and claims that do not comply with the substantive
requirements shall not be considered by the Court.

The Court shall hold a claims hearing on a date to be determined
and properly noticed at Connecticut Superior Court, 95 Washington
Street, Hartford, Connecticut 06106. At this hearing, the Receiver
shall report to the Court a list of Pre-Receivership claimants who
filed timely claims, the amount of each asserted claim, and
recommended actions relative to claims recognition.

Given the scale of the liabilities to secured creditors,
notwithstanding the Receiver's recommendations relative to claims
recognition, the claims process is not expected to result in
distributions to unsecured Pre-Receivership creditors.

The receivership case is, State of Connecticut Commissioner of
Social Services, Plaintiff v. Healthcare Alliance, Inc. of Enfield,
CT d/b/a Blair Manor; Health Care Reliance, LLC of Hartford, CT
d/b/a Ellis Manor; Health Care Assurance, LLC of Windham, CT d/b/a
Douglas Manor, Defendants, Docket No. HHD CV17-6078960-S, Superior
Court Judicial District of Hartford.


HFOTCO LLC: S&P Affirms 'BB-' CCR Amid Acquisition by SemGroup
--------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' corporate credit and
senior secured ratings on HFOTCO LLC. The outlook is stable.

The '3' recovery rating on the senior secured notes is unchanged,
reflecting our expectations of meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of default.

The rating outlook on HFOTCO LLC is stable. S&P said, "We expect
cash flow to remain stable and debt to EBITDA to remain between 6x
and 6.25x during the next 18 months because the company has
completed much of its planned capital spending. There is currently
no ratings impact on HFOTCO as a result of the acquisition by
SemGroup Corp.

"We could consider a downgrade if market rates for residual fuel
oil storage drop dramatically and recontracting prospects diminish,
leading to debt to EBITDA exceeding 7x persistently or interest
coverage metrics dropping. Any negative ratings action at SemGroup
Corp would likely have a negative impact on the HFOTCO rating,
because we consider HFOTCO a core insulated subsidiary of
SemGroup.

"An upgrade is currently unlikely due to the substantial leverage
the company is facing and the ownership constraint by a 'B+' rated
parent. We could consider an upgrade only if we raised the rating
on SemGroup and stand-alone metrics improve such that HFOTCO's debt
to EBITDA is below 5x on a sustained basis."


HI-LO FARMS: Taps Sheehan Law Firm as Legal Counsel
---------------------------------------------------
Hi-Lo Farms, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Mississippi to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Sheehan Law Firm PLLC to, among other
things, give legal advice regarding the administration of its case;
investigate its financial condition; and prepare a bankruptcy plan.


Patrick Sheehan, Esq., the attorney who will be handling the case,
will charge an hourly fee of $300.  Paralegals will charge $125 per
hour.

Sheehan Law Firm has no connection with the Debtor or any of its
creditors, according to court filings.

The firm can be reached through:

     Patrick A. Sheehan, Esq.
     Sheehan Law Firm PLLC
     429 Porter Avenue
     Ocean Springs, MS 39564-3715
     Tel: 228-875-0572
     Fax: 228-875-0895
     Email: pat@sheehanlawfirm.com
     Email: mike@sheehanlawfirm.com

                     About Hi-Lo Farms Inc.

Hi-Lo Farms, Inc. is a privately-held company in Gulfport,
Mississippi, which is engaged in farming.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Miss. Case No. 17-51239) on June 23, 2017.
Martha L. Cole, president, signed the petition.  

At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.  

Judge Katharine M. Samson presides over the case.


HIGH PLAINS COMPUTING: Taps Doner Law as Special Counsel
--------------------------------------------------------
High Plains Computing, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to employ Doner Law, PLC as
special counsel.

The firm will continue to represent the Debtor in a lawsuit (Case
No. 16-00620) filed by AvePoint Public Sector, Inc. pending in the
U.S. District Court for the Eastern District of Virginia.  Doner
Law will also represent the Debtor in employment-related matters
and any commercial litigation.

Karen Doner, Esq., the primary attorney who will be providing the
services, will charge an hourly fee of $420.  Other professionals
who may perform work for the Debtor include:

     Natalie Rainforth Poteet     $360
     Ericka Lenz                  $355
     Paralegals                   $110

Ms. Doner disclosed in a court filing that her firm does not have
any interest adverse to the Debtor's estate or creditors.

The firm can be reached through:

     Karen A. Doner, Esq.
     Doner Law, PLC
     1750 Tysons Boulevard, Suite 1500
     Tysons Corner, VA 22102
     Phone: 703-462-5470
     Fax: 703-462-5437

                   About High Plains Computing

High Plains Computing, Inc., d/b/a HPC Solutions --
http://www.hpc-solutions.net/-- offers a broad portfolio of
services and solutions in Information Technology (IT), Unified
Communications, and Professional Services for the government and
healthcare industries. The Company works with manufacturers of IT
software, cloud computing, collaboration, storage, and integration.
It also offers  a wide array of professional services to include
IT support and developmental services, data management  services,
network engineering, technical subject matter experts,
administrative services, engineering, and more.

High Plains Computing, Inc., based in Denver, CO, filed a Chapter
11 petition (Bankr. D. Colo. Case No. 17-14819) on May 23, 2017.
The Hon. Joseph G. Rosania Jr. presides over the case.  Lee M.
Kutner, Esq., at Kutner Brinen, P.C., serves as bankruptcy
counsel.

In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.  The petition
was signed by Roger Cree, CEO.


HOLSTED MARKETING: To Pay $100K to Unsecured Creditor Fund
----------------------------------------------------------
Holsted Marketing, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of New York a disclosure statement for their
plan of reorganization, dated June 30, 2017.

The Plan provides for the reorganization of the Debtor by the use
of the Exit Facility, which shall provide the necessary Cash to
fund the Effective Date Payment. From the Effective Date, Payment,
the Debtor will pay the DIP obligations, Administrative Expenses,
Priority Claims and the $100,000 payment to the Unsecured Creditor
Fund.

The Debtor projects that it will have funds that will be sufficient
to make the Effective Date Payment required under the Plan.

The Debtor currently anticipates that the Effective Date will occur
no later than 90 days after the confirmation of the Plan.

The payments under the Plan will be made from the Exit Facility and
the Cash derived from the Debtor's operations and/or the
Reorganized Debtor's operations.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/nysb16-11683-152.pdf

                  About Holsted Marketing

Founded in 1971, Holsted Marketing, Inc., a New York-based
multi-channel direct-marketing company, has supplied fashion
jewelry and accessories to millions of customers in the United
States, Canada and the United Kingdom.

Holsted Marketing filed its second chapter 11 petition (Bankr.
S.D.N.Y. Case No. 16-11683) on June 8, 2016.  The petition was
signed by Roy Rathbun, senior vice president of finance and IT.
The case is assigned to Judge James L. Garrity, Jr.  The Debtor
estimated assets and liabilities at $1 million to $10 million at
the time of the filing.
  
The Debtor hired Leonard Harris, CPA as accountant.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors in the case.  The committee retained Troutman
Sanders, LLP as counsel.


HOVNANIAN ENTERPRISES: Fitch Rates Sr. Secured Notes CCC+/RR3
-------------------------------------------------------------
Fitch Ratings has assigned 'CCC+/RR3' ratings to Hovnanian
Enterprises, Inc.'s (NYSE: HOV) $440 million 10% senior secured
notes due 2022 and $400 million 10.5% senior secured notes due
2024.

The company intends to use the net proceeds from the notes offering
to fund its previously announced offers and related consent
solicitations to purchase for cash its $75 million outstanding 10%
senior secured second lien notes due 2018, $145 million outstanding
9.125% senior secured second lien notes due 2020 and $577 million
outstanding 7.25% senior secured first lien notes due 2020.

KEY RATING DRIVERS

HOV's rating is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity. Risk factors include the cyclical nature of
the homebuilding industry, the company's high debt load, high
leverage and weak liquidity position.

HOV is the ninth largest homebuilder in the U.S. during 2016 (based
on home deliveries) and, similar to other public homebuilders in
Fitch's coverage, has good geographic and price diversity and top
10 market positions in several if the large metropolitan markets
where it operates.

HOV's leverage (debt to capitalization above 100%) is meaningfully
higher than its peers, including Beazer Homes USA, Inc.
('B-'/Outlook Stable). The company's high leverage and difficulty
in refinancing debt maturities has limited HOV's ability to invest
in new land holdings (and instead lowered inventory levels to
generate cash and pay down debt), resulting in lower community
count and declining home deliveries and new orders. The company has
recently increased its total lots controlled modestly and expects
community count growth in the second half of FY2018. Fitch expects
the company's high debt load and leverage to constrain growth,
particularly as HOV has meaningful debt maturities in the next
three years

LIQUIDITY

As of April 30, 2017, HOV had $275 million of unrestricted
homebuilding cash and $7.6 million of borrowing availability under
its $75 million unsecured revolving credit facility. Fitch expects
the company will end the year with about $250 million to $300
million of liquidity (unrestricted cash and revolver
availability).

The refinancing of HOV's 2018 and 2020 allows the company to
address near-term debt maturities, although HOV continues to have
meaningful debt coming due in 2017, 2018 and 2019. On a pro forma
basis, HOV will have the following maturities: (calendar year)
2017: $57 million, 2018: $52 million, and 2019: $441 million.

During the past year, the company used internally generated cash to
pay down its debt maturities. HOV lowered its land and development
spending, converted some communities into joint ventures, and
exited certain of its markets to improve its liquidity position.
Fitch expects the company will again use these levers to support
its liquidity if the capital markets are not available to refinance
its upcoming maturities.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch ratings case for the issuer
include:
-- Industry single-family housing starts improve 10%, while new
    and existing home sales grow 10% and 1.7%, respectively in
    2017.
-- HOV's revenues decline 8%-10% during 2017.
-- EBITDA margins are flat versus 2016.
-- The company ends FY2017 with about $250 million-$300 million
    of liquidity (combination of unrestricted cash and revolver
    availability)

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Negative rating actions may occur if HOV's liquidity position
    falls below $150 million and the company does not provide a
    credible plan to address its upcoming debt maturities.

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Positive rating actions are unlikely in the next 12 months as

    liquidity remains constrained, leverage is expected to remain
    elevated, and coverage will continue to be weak. However,
    Fitch may consider a positive rating action if the housing
    recovery is meaningfully better than Fitch current outlook and

    is maintained over a multi-year period, allowing HOV to
    significantly improve its liquidity position and credit
metrics.

FULL LIST OF RATING ACTIONS

Fitch has the following ratings for Hovnanian Enterprises, Inc.:

-- Long-term IDR at 'CCC';
-- First lien term loan due 2019 at 'B'/'RR1';
-- Senior secured first lien notes due 2020 at 'B'/'RR1';
-- Senior secured second lien notes due 2018 and 2020 at 'CCC-
    '/'RR5';
-- Senior secured notes due 2020 and 2021 at 'CCC+'/'RR3';
-- Senior unsecured notes at 'CCC-'/'RR5';
-- Series A perpetual preferred stock at 'C'/'RR6'.

Fitch has also assigned the following ratings:
-- Senior secured notes due 2022 and 2024 'CCC+'/'RR3'.


HOVNANIAN ENTERPRISES: Prices $840-Mil. Senior Notes Offering
-------------------------------------------------------------
Hovnanian Enterprises, Inc.'s wholly-owned subsidiary, K. Hovnanian
Enterprises, Inc., priced $440,000,000 aggregate principal amount
of 10.000% senior secured notes due 2022 and $400,000,000 aggregate
principal amount of 10.500% senior secured notes due 2024 in a
private placement.  K. Hovnanian intends to use the net proceeds
from the Notes Offering to fund its previously announced offers and
related consent solicitations to purchase for cash any and all of
its $75 million outstanding 10.000% Senior Secured Second Lien
Notes due 2018, $145 million outstanding 9.125% Senior Secured
Second Lien Notes due 2020 and $577 million outstanding 7.250%
Senior Secured First Lien Notes due 2020, and to fund the
redemption of all Existing Secured Notes that have not been
accepted and paid for in the Tender Offers and to satisfy and
discharge K. Hovnanian's obligations under the related indentures
and to pay related fees and expenses.

The Notes have not been registered under the Securities Act of
1933, as amended.  The Notes may not be offered or sold within the
United States or to U.S. persons, except to "qualified
institutional buyers" in reliance on the exemption from
registration provided by Rule 144A and to certain persons in
offshore transactions in reliance on Regulation S.

                   About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under the
trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes,
Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt
Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

Hovnanian reported a net loss of $2.81 million on $2.75 billion of
total revenues for the year ended Oct. 31, 2016, compared to a net
loss of $16.10 million on $2.14 billion of total revenues for the
year ended Oct. 31, 2015.  As of April 30, 2017, Hovnanian had
$2.13 billion in total assets, $2.26 billion in total liabilities
and a total stockholders' deficit of $133.90 million.

                          *     *     *

As reported by the TCR on April 22, 2016, Moody's Investors Service
downgraded the Corporate Family Rating of Hovnanian Enterprises to
'Caa2' and Probability of Default Rating to 'Caa2-PD'.  The
downgrade of the Corporate Family Rating reflects Moody's
expectation that Hovnanian will need to dispose of assets and seek
alternative financing methods in order to meet its upcoming debt
maturity wall.

The TCR reported on July 13, 2017, that S&P Global Ratings affirmed
its 'CCC+' corporate credit rating on Hovnanian Enterprises Inc.
The rating outlook is negative.  The negative outlook reflects the
potential for a downgrade over the next 12-18 months if it appears
Hovnanian will experience difficulty or delays raising capital
through land banking arrangements, joint ventures, or other
transactions in amounts sufficient to meet upcoming debt
maturities.

In August 2016, Fitch Ratings affirmed the ratings of Hovnanian
Enterprises, including the company's Long-Term Issuer Default
Rating (IDR) at 'CCC' following the recently announced financing
commitments and proposed tender offer for its existing unsecured
notes.


ISABELLA MANAGEMENT: Taps M. Denise Dotson as Legal Counsel
-----------------------------------------------------------
Isabella Management, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire M. Denise Dotson, LLC to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, and represent it with respect to a bankruptcy plan.

The firm will charge an hourly fee of $275 for the services of its
attorneys and $75 for legal assistants.

Prior to the Debtor's bankruptcy filing, Dotson received a retainer
in the amount of $5,000, plus $1,717 for the filing fee.  

M. Denise Dotson, Esq., disclosed in a court filing that the firm
does not hold or represent any interest adverse to the Debtor and
its estate.

The firm can be reached through:

     M. Denise Dotson, Esq.
     M. Denise Dotson, LLC
     170 Mitchell Street
     Atlanta, GA 30303
     Tel: (404) 526-8869
     Fax: (404) 526-8855
     Email: ddotsonlaw@me.com

                  About Isabella Management LLC

Isabella Management, LLC is a small business debtor as defined in
11 U.S.C. Section 101(51D).  It owns a property located at 420
Eagles Landing Parkway, Stockridge, Georgia, with a current value
of $950,000.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 17-59976) on June 5, 2017.  Benjamin
Hurd, president, signed the petition.  

At the time of the filing, the Debtor disclosed $998,300 in assets
and $1.58 millionin liabilities.


J. CREW: Moody's Affirms Caa2 CFR & Cuts Term Loan Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service affirmed Chinos Intermediate Holdings A,
Inc.'s ("J.Crew") Corporate Family Rating (CFR) at Caa2, upgraded
the Probability of Default Rating (PDR) to Caa1-PD/LD from Caa3-PD,
and downgraded the term loan rating to Caa2 from Caa1.
Concurrently, Moody's assigned a Caa1 rating to the $250 million
New Notes due 2021 and $97 million New Private Placement Notes due
2021, both issued by J.Crew Brand, LLC, an unrestricted subsidiary
of J.Crew. The Ca rating on $566.5 million 7.75%/8.50% Senior PIK
Toggle Notes due 2019 was withdrawn. The Speculative Grade
Liquidity (SGL) Rating was affirmed at SGL-3, and the ratings
outlook was revised to stable from negative.

"With the exchange completed, J.Crew has about a 3-year runway to
delever before starting to address its nearest maturity," said
Moody's analyst Raya Sokolyanska. "Even though the company is
working on a number of turnaround initiatives, this is a tall order
since earnings would have to grow roughly by 70% from current
levels to reduce leverage from 10.3 times to what Moody's views as
a more sustainable level of 6 times."

On July 13, 2017, J.Crew announced the close of its agreement to
exchange 99.85% of the $566.5 million 7.75%/8.50% Senior PIK Toggle
Notes due 2019 ("HoldCo notes") into new $250 million notes ("New
Notes"), as well as non-convertible preferred stock and common
equity. Moody's deemed the transaction a distressed exchange and
appended the /LD limited default indicator to J.Crew's PDR; this
will remain for one business day. In addition, the company issued
$97 million of New Private Placement Notes and a $30 million
incremental term loan and used balance sheet cash to repurchase and
cancel $150 million of the existing term loan held by lenders who
consented to the term loan amendment. The term loan amendment,
among other things, permits the transfer of the remaining 27.96% of
the previously transferred intellectual property, ratifies the
original intellectual property transfer, tightens negative
covenants, and adds a leverage covenant.

The upgrade of the PDR to Caa1-PD/LD from Caa3-PD reflects the
decreased probability of default in the next 24 months due to the
extended maturity and J.Crew's adequate liquidity profile. These
factors combined provide the company a longer runway to achieve
operational improvement. J.Crew's nearest debt maturity is now
March 2021 and its largely undrawn $350 million asset-based
revolving credit facility supports its adequate liquidity profile.

The affirmation of the CFR reflects the PDR assessment and Moody's
estimate of 35% recovery rate in an event of default.

The downgrade of the term loan rating to Caa2 from Caa1 reflects
the removal of support from unsecured HoldCo notes in the capital
structure and the addition of the secured New Notes and New Private
Placement Notes, which Moody's ranks ahead of the term loan because
of their higher recovery in an event of default. It also
acknowledges that the term loan recovery has been impaired by the
pledging of key intellectual property to the secured New Notes and
New Private Placement Notes.

The affirmation of the SGL-3 rating incorporates Moody's
expectations of adequate near-term liquidity. Despite significant
reduction in cash flows due to $45 million of combined cash
interest payments on the New Notes and New Private Placement Notes
and reduction of cash balances following the transaction, Moody's
projects breakeven free cash flow, ample excess ABL availability
and good cushion under the term loan covenant.

The stable outlook reflects Moody's expectations of stable to
modestly improving earnings and adequate liquidity.

Moody's took the following rating actions:

Issuer: Chinos Intermediate Holdings A, Inc.

-- Corporate Family Rating, affirmed at Caa2

-- Probability of Default Rating, upgraded to Caa1-PD/LD from
    Caa3-PD

-- $500 million ($566.5 million outstanding) Senior Unsecured PIK

    Toggle Notes due 2019, withdrawn at Ca (LGD5)

-- Speculative Grade Liquidity Rating, affirmed SGL-3

-- Outlook, changed to Stable from Negative

Issuer: J.Crew Group, Inc.

-- $1.567 billion Senior Secured Term Loan B due 2021, downgraded

    to Caa2 (LGD5) from Caa1 (LGD2)

Issuer: J.Crew Brand, LLC

-- $250 million Senior Secured Notes due 2021, assigned Caa1
    (LGD3)

-- $97 million Senior Secured Private Placement Notes due 2021,
    assigned Caa1 (LGD3)

Moody's will move the CFR, PDR, SGL and outlook from Chinos
Intermediate Holdings A, Inc. and reinstate them to J.Crew Group,
Inc. in up to three business days for administrative reasons.

RATINGS RATIONALE

J. Crew's Caa2 Corporate Family Rating reflects its weak operating
performance and high debt burden, with Moody's-adjusted debt/EBITDA
of 7.8 times (credit agreement debt/EBITDA of 10.3 times) and
EBIT/interest expense of 0.6 times pro-forma for the debt exchange.
At current performance levels, Moody's still views the company's
capital structure as unsustainable. The rating also reflects J.
Crew's relatively small scale and high business risk as a specialty
apparel retailer, which exposes the company to performance
volatility as a result of fashion risk or changes in consumer
spending. The rating is supported by J. Crew's credible market
position in the highly fragmented specialty apparel retailing
segment, very well recognized lifestyle brand name, and adequate
liquidity profile.

The ratings could be downgraded if revenues and earnings continue
to decline, or if liquidity weakens.

J. Crew's ratings could be upgraded if operating performance
improves, including a return to sustained revenue growth and margin
expansion. Quantitatively, the ratings could be upgraded if
Moody's-adjusted EBIT/interest expense improves to over 1.0 time
and debt/EBITDA declines below 7 times. An upgrade would require
maintenance of adequate liquidity.

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

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


J. CREW: S&P Hikes CCR to 'CCC+' on Completed Distressed Exchange
-----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on the New
York-based specialty retailer J. Crew Group Inc. to 'CCC+' from
'SD'. The outlook is negative.

S&P said, "At the same time, we withdrew our issue-level rating on
the company's $566 million unsecured pay-in-kind (PIK) toggle notes
following the distressed exchange of these debt instruments. We
also revised the recovery rating on the company's term loan
facility to '5' from '4', with an issue-level rating of 'CCC',
indicating our expectation for modest (10% to 30%; estimated
recovery: 15%) recovery in the event of a payment default. We also
assigned a 'B' issue-level rating to the company's $250 million
notes secured by intellectual property with a '1' recovery rating,
which indicates our expectation for very high recovery (90% to
100%; estimated recovery: 95%) in the event of payment default or
bankruptcy.  

"The rating action follows our review of J. Crew capital structure
following the company's exchange of the unsecured PIK toggle notes
maturing in 2019. The distressed exchange transaction modestly
reduced debt levels by about $40 million (as we treat the new
preferred stock as debt) and extends the company's debt maturity
profile out to 2021. However, we also think J. Crew still faces
significant operating pressures and our rating reflects our
projection for continued operating weakness, modestly negative free
operating cash flow, and the still large debt burden. The company's
capital structure appears unsustainable in the long term and we do
not expect operations will meaningfully improve over the next 12
months.

"The negative outlook indicates an at least one-in-three chance we
could lower the ratings in the next 12 months. We believe the
retail apparel market will ontinue to remain weak and that J.
Crew's operating performance will continue to be pressured, with a
low- to mid-single-digit comparable sales decline and margin
deterioration leading to adjusted leverage in the low-9x range and
modestly negative free operating cash flow.

"We could lower our ratings if we envision a specific default
scenario in the next 12 months. This could occur if operating
performance does not show signs of meaningful improvement, causing
further erosion in liquidity and increasing the likelihood that the
company will seek to again restructure its debt. We could also
lower the rating if weakening operating performance led us to
believe that the company would breach its financial maintenance
covenants applicable starting in the third quarter of 2019."

A positive rating action, including an outlook revision to stable,
is unlikely in the near term and would be predicated on a
substantial improvement in operating performance and initiatives
all leading to positive sustainable same-store sales and customer
traffic trends, such that the company generates positive free
operating cash flow, has sufficient liquidity to meet debt
obligations and operating needs, and is able to sustain operating
performance to levels such that leverage appears manageable. S&P
does not expect this scenario over the next 12 months.


JEFF BENFIELD: 10th Interim Cash Use Order Entered
--------------------------------------------------
The Hon. J. Craig Whitley of the U.S. Bankruptcy Court for the
Western District of North Carolina signed a 10th interim order
authorizing Jeff Benfield Nursery, Inc., to use cash collateral
during the period starting at 12:00 a.m. on July 7, 2017, and
continuing through 11:59 p.m. on the date of the final hearing.

According to the Interim Order, the Debtor may use cash collateral
only for ordinary and necessary business expenses.

Lenders who may have interests in inventory and accounts receivable
of the Debtor and the proceeds therefrom will be granted adequate
protection.  As adequate protection for the Lenders' interest in
cash collateral, to the extent the Debtor uses cash collateral, the
Lenders are granted valid, attached, choate, enforceable, perfected
and continuing security interests in, and liens upon all
post-petition assets of the Debtor of the same character and type,
to the same extent and validity as the liens and encumbrances of
the Lenders attached to the Debtor's assets pre-petition.  The
Lenders' security interests in, and liens upon, the post-petition
collateral will have the same validity as existed between the
Lenders, the Debtor, and all other creditors or claimants against
the Debtor's estate on the Petition Date.

                   About Jeff Benfield Nursery

Headquartered in Marion, North Carolina, Jeff Benfield Nursery,
Inc., operates a commercial wholesale nursery, growing trees,
shrubs, and similar agricultural products on approximately 1,000
acres in McDowell and Avery Counties.  The Debtor, which was formed
in 1989, has 30 regular employees and additional seasonal workers.

Jeff Benfield Nursery previously sought bankruptcy protection in
2009 (Case No. 09-40311), and its plan of reorganization was
confirmed in an order entered on June 10, 2010.

Jeff Benfield Nursery filed a chapter 11 petition (Bankr. W.D.N.C.
Case No. 16-40375) on Aug. 26, 2016.  The petition was signed by
Jeffrey L. Benfield, president.  The Debtor estimated assets at $10
million to $50 million and liabilities at $1 million to $10 million
at the time of the filing.

The case is assigned to Judge J. Craig Whitley.  Richard S. Wright,
Esq., at Moon Wright & Houston, PLLC, is the Debtor's bankruptcy
counsel.  The Debtor hired GreerWalker LLP as financial advisor.

On May 26, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan.


JEFFERIES FINANCE: Fitch Assigns BB- IDR; Outlook Stable
--------------------------------------------------------
Fitch Ratings has assigned long-term Issuer Default Ratings (IDRs)
of 'BB-' to Jefferies Finance LLC (JFIN) and its debt co-issuing
subsidiary JFIN Co-Issuer Corporation. The Rating Outlook is
Stable. Concurrently, Fitch has assigned a secured debt rating of
'BB' and an unsecured debt rating of 'BB-' to JFIN and JFIN
Co-Issuer Corporation's outstanding obligations.

KEY RATING DRIVERS

IDRs AND SENIOR DEBT

JFIN's ratings reflect the benefits of its relationship with
Jefferies Group LLC (Jefferies; Long-term IDR 'BBB-'), which
provides the firm with ample access to underwriting deal flow and
the resources of the broader platform. The ratings are also
supported by a strong and experienced management team; focus on
senior lending relationships in the funded portfolio; absence of
material portfolio concentrations; solid asset quality performance;
variable cost structure; and supportive owners, including Jefferies
and Massachusetts Mutual Life Insurance Company (MassMutual;
Long-term IDR 'AA'), which have provided JFIN with debt funding and
incremental equity investments over time to support business
expansion.

Rating constraints include higher than peer leverage, a primarily
secured funding profile, potential liquidity and leverage impacts
of meaningful draws on revolver commitments, and sensitivity of
deal flow and syndication capabilities to market conditions. The
ratings also contemplate the current aggressive underwriting
conditions in the broadly syndicated market, which include tighter
spreads, higher underlying leverage, meaningful EBITDA adjustments,
and, in many cases, the absence of financial covenants, all of
which could lead to meaningful deterioration in asset quality
performance in a more challenged operating environment.

JFIN is jointly and equally owned by Jefferies and MassMutual
through their combined $1.2 billion equity commitment to the firm.
JFIN has exclusive access to arrange all loans originated by
Jefferies, and fees are split with Jefferies depending on the
structure of the underwriting transaction (committed or best
efforts basis). JFIN also reimburses Jefferies for all shared
services and for services performed on its behalf. Fitch believes
Jefferies has a relatively strong franchise in middle market
lending, which provides JFIN with access to ample deal flow. In the
first six months of 2017, Jefferies was the 11th largest bookrunner
in U.S. leveraged loans, according to Thomson Reuters.

From an earnings perspective, JFIN's performance is heavily market
dependent, as underwriting revenues are driven by transaction
volumes and mix. The firm arranged 71 transactions totaling $21.5
billion in arranged volume in the first half of 2017 (1H17), which
was up from just 21 transactions totaling $5.1 billion in arranged
volume in 1H16. Committed deal volume is fueled by merger &
acquisition activity and is more lucrative for the firm, while best
efforts deals are driven, instead, by re-pricings, re-financings,
and dividend recapitalizations and garner lower fees. Committed
deals can be particularly risky if market conditions deteriorate
between JFIN committing to a deal and fully allocating its book.
This was the case in 2016, when the firm recorded $50.9 million of
realized and unrealized losses on loan commitments that were held
for sale, but were marked down due to deteriorating market
conditions. This contributed to the recognition of $19.6 million of
operating losses for the year. While JFIN attempts to manage this
risk through its underwriting process, which includes a thorough
assessment of the borrower's credit risk, in addition to
considerations related to pricing, capital markets, and
distribution conditions, the risk of getting 'hung' on a committed
deal can never fully be mitigated, in Fitch's view, which serves as
a rating constraint.

To offset a portion of the firm's revenue volatility, JFIN has
built a funded loan portfolio, which consists largely of first lien
broadly syndicated loans, which are term financed with
collateralized loan obligations (CLOs). This portfolio is generally
believed to be less risky than traditional middle market loan
portfolios, as loans are made to larger, more established
companies, which generate higher average EBITDA and stronger
interest coverage ratios. However, the prevalence of EBITDA
adjustments and add-backs likely skews the comparison to some
extent. Fitch believes the funded loan portfolio is
well-diversified from individual issuer and industry perspectives,
particularly as compared to business development companies.

JFIN is also in the process of building a direct lending portfolio,
which is focused on first lien lending to the middle market, and
has a small asset-based lending book. In aggregate, JFIN had $4.6
billion of loans, net of its allowance for loan losses, outstanding
at May 31, 2017, which represented a compound annual growth rate of
34.8% since year-end 2010. Fitch believes the funded loan book
provides the firm with a relatively steady source of net interest
income, which reduces the underwriting volume necessary to cover
the firm's operating expenses.

Asset quality on the funded loan portfolio has been relatively
strong over time, with net charge-offs averaging 16 basis points
(bps) from 2012 through 1H17 and amounting to 31 bps and 51 bps in
2016 and 1H17, respectively. Net losses peaked at 3.1% during the
financial crisis, but that portfolio had more of a middle market
focus. Following the financial crisis, the funded book transitioned
from into more of a broadly syndicated portfolio as Jefferies moved
up-market, in response to increased bank regulation and reduced
competition. However, Fitch believes recent credit metrics are at
unsustainable lows, and weaker underwriting conditions (higher
underlying leverage, tighter spreads, and weaker covenant packages)
could exacerbate loss performance when the credit cycle turns.

JFIN's leverage, as measured by debt-to-tangible equity, amounted
to 5.75x as of May 31, 2017, which was within Fitch's 'bb' rating
category quantitative leverage benchmark range of 5.0x-7.0x for
finance and leasing companies, but is meaningfully higher than the
peer group, which includes underwriters/lenders in the middle
market space. Leverage has ticked-up rather meaningfully over time,
as the funded portfolio has expanded, and can be influenced by
market conditions, as net losses in 2016 reduced the equity base
and pushed leverage up modestly.

JFIN uses term CLOs, revolver CLOs and warehouse facilities to
finance the funded loan portfolio (funding debt), while fronting
facilities and proceeds from a secured term loan and three
unsecured note issuances are used to fund the underwriting business
(non-funding debt). JFIN's unsecured debt includes an
incurrence-based covenant limiting non-funding debt to total equity
to 1.75x. This ratio was 1.61x at May 31, 2017, and is how the firm
looks to manage its leverage. While the funding debt is
non-recourse to JFIN, Fitch views the CLO debt and warehouse
facilities as a funding source for one of the firm's core
businesses and, therefore, evaluates the firm's leverage on a
consolidated basis.

At May 31, 2017, secured funding represented 75.6% of JFIN's total
debt, but secured debt was just 12.7% of total non-funding debt.
Fitch believes JFIN's unsecured debt issuance will remain
opportunistic and does not expect a meaningful shift in the debt
mix over time, as CLOs remain a cost effective way to the fund the
loan portfolio.

JFIN's liquidity resources include unrestricted cash on the balance
sheet, which amounted to $991.2 million at May 31, 2017, borrowing
capacity on fronting facilities and warehouse facilities ($1.2
billion), and revolving capacity in term CLOs and revolver CLOs.
Cash balances are volatile over time as they are based on the
amount of transactions that have been fronted with balance sheet
cash. JFIN's primary liquidity uses relate largely to underwriting
commitments and unfunded revolver exposures.

Liquidity risk arises for JFIN when it commits to underwriting
multiple deals at one time. Should market conditions weaken or the
market view of an individual credit deteriorate, the firm could
have trouble allocating committed deals in a timely or profitable
fashion. Should JFIN need to finance deals for a longer hold
period, it could impair the firm's liquidity position and prevent
it from committing to additional deals, which would also have an
adverse impact on JFIN's earnings, reputation and market position.

Additionally, as a lead arranger on underwriting transactions, JFIN
is required to provide borrowers with revolving credit facilities.
At May 31, 2017, undrawn revolver commitments amounted to $1.6
billion; about $900 million of which could be funded with revolving
CLO capacity. The remaining obligations could be a potential call
on the firm's liquidity if revolver utilization increases
significantly above historical levels. Fitch expects the firm will
look to expand the funding capacity for potential revolver draws
over time, by looking to expand the investor base in revolving CLO
structures, though that may take some time to develop. The firm may
also consider outright sales of a portion of its revolver
exposures. The maintenance of adequate liquidity to finance
revolver draws under stressed utilization scenarios is a key rating
sensitivity.

While Fitch believes JFIN's liquidity profile is adequate for the
rating category, the funding commitments and undrawn revolver
commitments are considered rating constraints.

Jefferies and MassMutual each had undrawn equity commitments to
JFIN of $83.1 million as of May 31, 2017. These commitments decline
to the extent the firm retains earnings in the business. JFIN has
no stated dividend policy and historical dividends have been
limited to tax distributions.

Fitch believes JFIN has a strong and experienced management team.
Leadership at the company includes the founding members, many of
whom had previously worked together at General Electric Capital
Corporation and/or Heller Financial Inc. The senior team, on
average, has over 30 years of industry experience.
The Stable Outlook reflects the expectation that Jefferies will
maintain its market position, thus providing JFIN with sufficient
access to deal flow. The Outlook also reflects expectations for
modest deterioration in asset quality; improved earnings
performance relative to 2016 levels, economic access to the term
funding markets to finance growth in the funded loan portfolio,
consistent leverage, and a stable liquidity profile.

The 'BB' rating on the senior secured term loan is rated one-notch
above JFIN's 'BB-' long-term IDR, reflecting the firm's relatively
large pool of unencumbered assets. This profile indicates good
recovery prospects for secured debtholders under a stressed
scenario.

The unsecured debt rating is equalized with JFIN's long-term IDR,
which reflects the heavy proportion of unsecured debt as a
percentage of non-recourse debt and average recovery prospects for
debtholders under a stressed scenario given the size of the
unencumbered asset portfolio.

SUBSIDIARY AND AFFILIATED COMPANY

The long-term IDR of JFIN Co-Issuer Corporation is equalized with
the IDR of its parent, JFIN. JFIN Co-Issuer Corporation is
essentially a shell finance subsidiary, with no material
operations, and is a co-issuer on the secured term loan and the
unsecured notes.

RATING SENSITIVITIES
IDRs AND SENIOR DEBT

Rating upside could be driven by sustained declines in leverage
approaching or declining below 5.0x, an improvement in the firm's
liquidity profile particularly as it relates to undrawn revolver
commitments, enhanced funding diversity, including an increase in
the proportion of unsecured funding, evidence of strong asset
quality performance of the funded loan portfolio through a credit
cycle, increased revenue diversity, and improved consistency of
operating performance over time.

Negative rating action could be driven by a change in the firm's
exclusive relationship with Jefferies, a material increase in
leverage on a consolidated basis approaching or exceeding 7.0x
and/or non-funding basis approaching or exceeding the covenanted
level, a weakening liquidity profile particularly as it relates to
undrawn revolver commitments, deterioration in asset quality,
and/or an extended inability to syndicate transactions, which
results in material operating losses and/or weakens the firm's
reputation and market position.

The secured debt rating is expected to move in tandem with JFIN's
long-term IDR, although the notching uplift could be eliminated if
there is material deterioration in the quality or amount of the
unencumbered asset pool and/or a significant increase in
non-funding secured debt.

The unsecured debt rating is expected to move in tandem with JFIN's
long-term IDR, although the rating could be notched down from the
IDR to the extent secured debt expands as a percentage of
non-funding debt and relative to the unencumbered asset pool.

SUBSIDIARY AND AFFILIATED COMPANIES

JFIN Co-Issuer Corporation's ratings are expected to move in tandem
with the ratings of JFIN.


JFIN is a commercial finance company that structures, underwrites
and syndicates primarily senior secured loans to corporate
borrowers. JFIN also purchases performing loans in the syndicated
markets.

Fitch has assigned the following ratings:

Jefferies Finance LLC
-- Long-term Issuer Default Rating (IDR) 'BB-';
-- Secured debt rating 'BB'; and
-- Unsecured debt rating 'BB-'.

JFIN Co-Issuer Corporation
-- Long-term IDR 'BB-';
-- Secured debt rating 'BB'; and
-- Unsecured debt rating 'BB-'.

The Rating Outlook is Stable.


JJS IN THE DESERT: Taps Kaempfer Crowell as Legal Counsel
---------------------------------------------------------
JJs In The Desert One, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Kaempfer Crowell to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, and assist in the preparation of a plan of reorganization.

The hourly rates charged by the firm range from $255 to $550 for
the services of its attorneys, and $140 to $165 for
paraprofessional services.

Bryan Viellion, Esq., and Louis Bubala, Esq., the attorneys who
will be handling the case, will charge $255 per hour and $400 per
hour, respectively.  Merrilyn Marsh, paralegal, will charge $190
per hour.

Prior to the petition date, the firm received a retainer in the sum
of $10,000, of which $5,000 was used to pay its pre-bankruptcy
services while $1,717 was used to pay the filing fee.

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

The firm can be reached through:

     Bryan M. Viellion, Esq.
     Kaempfer Crowell
     1980 Festival Plaza Drive, Suite 650
     Las Vegas, NV 89135
     Tel: (702) 792-7000
     Fax: (702) 796-7181
     Email: bviellion@kcnvlaw.com

                  About JJS In The Desert One

JJs In The Desert One, LLC owns and operates one Jimmy Johns
gourmet sandwich restaurant located in Las Vegas, Nevada.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-13269) on June 16, 2017.  Veronica
R. Turner, manager, signed the petition.  

At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$1 million.


KENTISH TRANSPORTATION: Unsecureds to Get 50% of Net Plan Profits
-----------------------------------------------------------------
Kentish Transportation, Inc., filed with the U.S. Bankruptcy Court
for the Northern District of Alabama a disclosure statement dated
July 10, 2017, referring to the Debtor's Chapter 11 plan.

The Plan places all Unsecured Claims in Class 2.  The total amount
of these claims is $362,002.75.  The Debtor reserves all rights,
claims and defenses with respect to the allowance, amount and
classification of all unsecured claims.  Moreover, some of the
claims are disputed or unliquidated.  Additional claims may be
unknown to the Debtor.  The Debtor reserves all rights and make no
representation or warranty as to the amount of allowed claims.

The allowed Claims of the unsecured creditors will be paid from 50%
of the net plan profits of Debtor for five years or until paid in
full.  However, if unsecured debts are not paid in full by the end
of year five, any remaining balance will balloon at the end of year
six and be due and payable by the Debtor at that time.

The Plan will be funded by the operations of the Debtor.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/alnb17-80242-169.pdf

                   About Kentish Transportation

Kentish Transportation, Inc., formerly known as KTI Express
Courier, based in Huntsville, Alabama, is a transportation and
logistics company that specialize in on demand and routed type
services.  The Debtor's area of service is concentrated in Alabama,
but can go as far out as 150 to 300 miles outside state lines.  The
Debtor delivers anything from an envelope to large boxes and
pallets.  Its services are in demand from companies that need
delivery and do not want the costs associated with hiring and
maintaining employees and equipment.

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


KING CENTER: Claims vs. Middletown Time-Barred Under Charter
------------------------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York granted  the City of Middletown's
Motion to Dismiss King Center Corp.'s complaint seeking to undo
Middletown's transfer to itself of a four-story mixed-use building
located at 11-15 King Street in downtown Middletown, New York, and
to recover the Property or its value.

The transfer was made in order to satisfy several tax liens for
outstanding school and city taxes and water and sewer charges, and
it is undisputed that the value of the Property significantly
exceeds the aggregate amount of the sums that were due. The
transfer occurred pursuant to an in rem tax lien foreclosure
procedure that is set forth in Middletown's Charter.

In its Motion to Dismiss, Middletown argues that King Center cannot
succeed because its claims are time-barred under the Charter, and
because King Center has not pleaded facts sufficient to state a
plausible claim to recover the Property as a constructively
fraudulent conveyance.

Middletown argues that the allegations of the Complaint show that
it conveyed the property to itself by the Oct. 22, 2010 quitclaim
deed, naming itself as transferor and transferee on the title,
after providing notice of the Conveyance to King Center. Middletown
also argues that the allegations of the Complaint show that it
satisfied the notice requirements of Charter Section 93 by sending
the September 2009, March 2010, and May 2010 Letters to King
Center.

In addition, Middletown argues that the New York State court has
already concluded that "the owner of record received the requisite
notice for due process purposes." Accordingly, Middletown argues
that because it has satisfied its notice obligation under Charter
Section 93(4), the statute of limitations provided in Charter
Section 105 bars King Center's action, and it must prevail on this
aspect of its Motion to Dismiss.

King Center asserts that the relief that it seeks is distinct from
the precise relief that is the subject of Charter Section 105 and
its two-year limitations period. That is, King Center argues that
it seeks an order directing Middletown "to return the [Property] or
its value" to King Center, and not an order setting aside the
Conveyance, to which the two-year limitations period contained in
Charter Section 105 applies.

Judge Stong opines that while King Center insists that it does not
seek to set aside the Tax Deed, the relief that it seeks would have
the same practical effect. If labeling an action as one to recover
property or its value could remove it from the two-year limitations
period contained in Charter Section 105, Middletown could be
subject to a claim to recover the value of a property transferred
in an in rem tax foreclosure proceeding for as much as six years
after the date of the transfer, not for the two years provided by
the limitations period contained in Charter Section 105. This
result is not supported by the plain terms of Charter Section 105,
or by the important goals of finality and closure that the
limitations period aims to achieve.

For these reasons, Middletown has shown that King Center's
allegations in the Complaint establish that Middletown executed and
delivered the Tax Deed pursuant to the Middletown Charter, as
required for the two-year statute of limitations to bar a claim to
recover the Property under Charter Section 105.

In the conveyance issue, Judge Stong finds that King Center did not
commence a timely action to avoid the transfer and recover the
Property or its value under Bankruptcy Code Section 548, or under
Charter Section 105. As a consequence, even if the Court were
inclined to follow the trail blazed by the cases cited by King
Center, it would not affect the disposition of King Center's claims
in this adversary proceeding.

For these reasons, Middletown has shown that King Center does not
allege facts sufficient to establish the first element of its NY
DCL Section 274 claim, that King Center made the Conveyance. For
the same reasons, King Center does not state a plausible claim to
recover the Property or its value as a constructively fraudulent
conveyance under NY DCL Section 274.

The Court concludes that Middletown has met its burden to show that
King Center's claims to recover the Property or its value are
time-barred by the terms of the Middletown City Charter. The Court
also concludes that, in the alternative, Middletown has met its
burden to show that King Center does not allege a necessary element
of its claims to recover the Property or its value under Bankruptcy
Code Sections 544 and 550 and New York's Debtor and Creditor Law
Sections 273 and 274, because it does not allege that it made the
conveyance at issue.

For these reasons, and based on the entire record, the Court
concludes that Middletown has met its burden to show that King
Center does not state a plausible claim for relief, and the Motion
to Dismiss is granted.

The Court also concludes that with respect to leave to replead, it
is unclear whether "the prospect of a plausible claim is
suggested," but not established, in the Complaint.

For these reasons, and based on the entire record, King Center may
file a motion for leave to amend the Complaint, together with a
proposed amended complaint, within sixty days of the entry of this
Memorandum Decision.

An order in accordance with this Memorandum Decision shall be
entered simultaneously herewith.

The adversary proceeding is KING CENTER CORP., an unincorporated
company/business association, Plaintiff, v. CITY OF MIDDLETOWN,
Defendant, Adv. Pro. No. 15-01167-ess (Bankr. E.D. N.Y.).

A full-text copy of Judge Stongs’ Memorandum Decision is
available at https://is.gd/KfMndq from Leagle.com.

King Center Corp., an unincorporated company/business association,
Plaintiff, represented by Howard J. Berman -- hberman@egsllp.com --
Ellenoff Grossman & Schole LLP, Ted Poretz --
tporetz@zukermangore.com -- Zukerman Gore Brandeis & Crossman LLP.

City of Middletown, Defendant, represented by Mike Pinsky --
olearym@hvc.rr.com -- Hayward, Parker, O'Leary & Pinsky.

King Center Corp. filed for Chapter 11 bankruptcy protection
(E.D.N.Y. Case No. 15-44165) on Sept. 10, 2015, and is represented
by Howard J. Berman of Ellenoff Grossman & Schole LLP.


LADERA PARENT: Russo Opposes Lender's Disclosure Statement
----------------------------------------------------------
Claimant Russo Development Enterprises, Inc., opposes Lender
RWNIH-DL 122nd Street 1 LLC's disclosure statement filed on behalf
of Debtors Ladera Parent LLC and Ladera, LLC.

Russo asserts that discovery is needed in order to determine if the
Lender's interest in its mortgages should be vitiated or
subordinated to the interest of the Article 3-A trust fund
beneficiaries.

Until such discovery is obtained, Russo objects to the Lender's
Disclosure Statement to the extent that it:

   -- Classifies Russo's (and other Article 3-A trust fund
beneficiaries) interests as being subordinate to the Lender's
interest by failing to create a classification for the Article 3-A
trust fund beneficiaries,

   -- Allows the Lender to credit bid at the upcoming sale,

   -- Prevents Russo (and the other Article 3-A trust fund
beneficiaries) from pursuing trust fund related claims against the
Lender, and

   -- Prevents Russo (and the other Article 3-A trust fund
beneficiaries) from pursuing its trust fund related claims against
any other third parties

To the extent that the Lender is in possession of funds (including
escrowed funds) from (i) the $35,890,000 consolidated, amended and
restated acquisition loan agreement or (ii) its, $750,000 building
loan agreement, Russo will contend that some, if not all of those
assets, constitute trust funds.

Likewise, since the Lender's $35,890,000 consolidated, amended and
restated acquisition loan mortgage was recorded after the
commencement of the improvement, the Lender may have diverted trust
funds for its benefit and/ or knowingly assisted in the diversion
thereof.

For the said reasons, Russo objects to the approval to the Lender's
Disclosure Statement.

The Troubled Company Reporter previously reported that The Lender
Plan provides for the sale of certain of the Debtors' Assets and
the payment to Creditors on account of their Claims from the Sale
Proceeds.

The Lender Plan shall be funded by the Sale of the Assets pursuant
to the Bid Procedures and the Sale Proceeds. These funds shall be
utilized to satisfy payments consistent with the terms of the
Lender Plan. The Plan Proponent is backstopping a recovery to
creditors by agreeing to provide the Plan Funding under the terms
of its Credit Bid Agreement. The Plan Funding amount is $950,000,
less any amounts that may be funded by RWN prior to Confirmation on
account of outstanding real estate taxes for the Real Property.

A full-text copy of the Disclosure Statement dated June 23 is
available at:

     http://bankrupt.com/misc/nysb16-13382-82.pdf

Attorneys for Claimant Russo Development Enterprises, Inc:

     David Etkind (DE- 9805)
     ECHTMAN & ETKIND, LLC
     551 Fifth Avenue, 3rd Floor
     New York, New York 10176
     Tel: (212) 757-2310
     Fax: (212) 757-2366

                    About Ladera Parent LLC

Ladera Parent LLC, based in New York, NY, and Ladera, LLC filed
Chapter 11 petitions (Bankr. S.D.N.Y., Lead Case No. 16-13382) on
December 4, 2016.  The petitions were signed by Hans Futterman,
manager.

A. Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese
& Gluck P.C., serves as bankruptcy counsel while Phillips Nizer
LLP
serves as special real estate & corporate counsel.

Ladera Parent listed $21 million in assets and $21.02 million in
liabilities while Ladera LLC listed $75 million in assets and
$45.75 million in liabilities.

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


LB VENTURES: Has Access to Cash Collateral Until Aug. 8
-------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts has authorized LB Ventures, LLC, to
continue using cash collateral on the same conditions previously
ordered through the continued hearing which will be held on Aug. 8,
2017, at 11:00 a.m.

As reported by the Troubled Company Reporter on May 19, 2017, the
Court previously authorized the Debtor to continue using cash
collateral on the same conditions previously ordered pending
further order of the Court.

                        About LB Ventures

LB Ventures, LLC, based in Quincy, MA, filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 16-13840) on Oct. 4, 2016.  The petition
was signed by Luis M. Barros, manager.  At the time of the filing,
the Debtor estimated $1 million to $10 million in assets and
$500,000 to $1 million in liabilities.

Judge Joan N. Feeney presides over the case.  

The Debtor is represented by Joseph G. Butler, Esq., at Law Office
of Joseph G. Butler.  

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


LDJ ENTERPRISE: Trimont Opposes Use of Cash Collateral
------------------------------------------------------
Trimont Real Estate Advisors, LLC, asks the U.S. Bankruptcy Court
for the Northern District of Mississippi to prohibit LDJ
Enterprise, LLC's use of cash collateral.

On Sept. 26, 2013, the Debtor executed a promissory note in favor
of VFC Partners 25 LLC, in the original principal amount of
$1,612,190 bearing interest at a per annum rate of 8.00% with a
maturity date of Sept. 9, 2014.  In addition to the note and deed
of trust, on Sept. 26, 2013, the Debtor also executed a security
agreement in favor of VFC Partners 25, LLC.

The Debtor defaulted on its obligation to pay VFC the amounts due
on the Note.  The loan matured on Sept. 9, 2014, and as of Feb. 13,
2017, the Note was in arrears, including late fees, in the amount
of $1,863,649.  As a result of the default, prior to the filing of
the Debtor's bankruptcy petition, Trimont Real Estate accelerated
the sums due on the Note and the Note is now due and payable in
full in the amount of $1,863,649 as of Feb. 13, 2017, plus
interest, late fees, attorneys fees and all costs of collection.

Trimont Real Estate is the agent and attorney-in-fact of VFC
pursuant to a certain special and limited power of attorney from
the undersigned holders in favor of Trimont Real Estate, executed
March 31, 2016.  Under the power of attorney, Trimont Real Estate
is granted the power to represent VFC.

Upon information and belief Debtor has outstanding rents and
receivables in excess of $20,000, all of which are secured in favor
of VFC.  The receivables, as well as all monies or other funds
owned by the Debtor are secured by VFC’s lien and constitute cash
collateral.

The Debtor is prohibited from the use, sale or lease of any cash
collateral secured by VFC's lien unless VFC consents to the use of
cash collateral and the Court authorizes the use of cash
collateral.  VFC has not consented to the use of its cash
collateral nor has the Court authorized the Debtor to use VFC's
cash collateral.  VFC lacks adequate protection for the use of its
cash collateral and the Debtor failed to provide VFC with adequate
protection for the use of the subject cash collateral as required.

A copy of Trimont Real Estate is available at:

           http://bankrupt.com/misc/msnb17-11088-23.pdf

Trimont Real Estate is represented by:

     Patrick F. McAllister, Esq.
     Clifton R. Agnew, Esq.
     WILLIFORD, McALLISTER & JACOBUS, LLP
     303 Highland Park Cove, Suite A
     Ridgeland, MS 39157-6059
     Tel: (601) 991-2000
     E-mail: pmcallister@wmjlaw.com
             cagnew@wmjlaw.com

                       About LDJ Enterprise

Headquartered in Tupelo, Mississippi, LDJ Enterprise, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No.
17-11088) on March 23, 2017, estimating its assets and liabilities
at up to $50,000 each.  Dalton Middleton, Esq., at Middleton Law
Office, PLLC, serves as the Debtor's bankruptcy counsel.


LIGHTING SCIENCE: Cancels Registration of Common Stock
------------------------------------------------------
Lighting Science Group Corporation filed a Form 15 with the
Securities and Exchange Commission notifying the termination of
registration of its common stock, $0.001 par value per share, under
Section 12(g) of the Securities Exchange Act of 1934.  As a result
of the Form 15 filing, the Company is not anymore obliged to file
periodic reports with the SEC.  As of July 14, 2017, there were
only 283 holders of the Company's common shares.

                    About Lighting Science

Lighting Science Group Corporation is a provider of light emitting
diode (LED) lighting technology.  The Company designs, develops,
manufactures and markets illumination solutions that use LEDs as
exclusive light source.  The Company's product portfolio includes
offerings, such as replacement lamps, luminaires and biological
lighting.  LED-based retrofit lamps (replacement bulbs) are used in
existing light fixtures, as well as LED-based luminaires (light
fixtures).

Lighting Science reported a net loss of $20.21 million for the year
ended Dec. 31, 2016, compared to a net loss of $27.08 million for
the year ended Dec. 31, 2015.  As of March 31, 2017, Lighting
Science had $27.30 million in total assets, $51.39 million in total
liabilities, $563.99 million in preferred stock and a total
stockholders' deficit of $588.09 million.


LOGIX HOLDING: Moody's Assigns 1st-Time B3 Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a first-time B3 corporate
family rating (CFR) and a B3-PD probability of default rating (PDR)
to LOGIX Holding Company, LLC (LOGIX or the company). Moody's has
also assigned a B2 (LGD3) rating to the company's proposed senior
secured credit facility comprised of a $250 million seven-year term
loan B and $20 million five-year revolver. The proceeds from the
senior secured credit facilities will be used by funds associated
with Astra Capital Management, LLC (Astra or the sponsor) to
acquire Alpheus Holdings, LLC (Alpheus). The ratings reflect
Moody's view of the pro forma entity. The ratings are contingent
upon Moody's review of final documentation and no material change
in the terms and conditions of the debt as advised to Moody's.
Moody's expects the acquisition to close in the fourth quarter. The
outlook is stable.

Assignments:

Issuer: Logix Holding Company, LLC

-- Probability of Default Rating, Assigned B3-PD

-- Corporate Family Rating, Assigned B3

-- Senior Secured Bank Credit Facility, Assigned B2 (LGD 3)

-- Outlook, Assigned Stable

RATINGS RATIONALE

LOGIX's B3 CFR reflects the company's small scale, high leverage,
competitive pressures from incumbent carriers such as AT&T, and
execution and integration risks associated with the acquisition of
Alpheus. LOGIX generates approximately 75% of its revenue from
enterprise customers, with the remainder from carrier wholesale.
While Moody's believes the company's increasing proportion of
on-net enterprise customers will help keep churn low, LOGIX could
be challenged to increase on-net penetration into medium and larger
enterprises in Texas due to tough competition. The company also
experiences higher churn on its off-net leased network which
further pressures revenue. Alpheus's carrier wholesale business has
been negatively impacted over the past several years by industry
consolidation, as well as pricing pressures. Moody's expects these
combined company trends to continue, dampening LOGIX's top-line
growth rate in the intermediate term until organic growth
initiatives gain better traction. LOGIX owns outright about 16% of
the approximately 5,600 route miles of its combined metro and long
haul fiber network, with the remainder comprised largely of various
long-term IRUs (indefeasible rights of use). The company's rating
is further limited by this network ownership structure given its
lower proportion of network assets owned outright relative to its
peers, which contributes to lower leverage tolerance.

The rating is supported by positive free cash flow generation,
contracted recurring revenue, and the potential for solid organic
growth due to the strong demand characteristics of the fiber
infrastructure market. Demand for bandwidth is expected to continue
to increase from both carrier and enterprise customers, fueled
mainly by an increase in cloud computing which should drive data
revenue. The addressable market near LOGIX's network footprint in
Dallas, Houston, Austin and San Antonio provides significant
opportunity for the company to scale its business, especially given
favorable business demographic trends and a rapidly growing
population.

The merger of LOGIX and Alpheus is strategically positive. The two
assets have little overlap and are complementary, allowing the
combined entity to offer a more complete and broader range of
communications and infrastructure services than either company is
able to do on a standalone basis. Additionally, management has
identified opportunities to significantly reduce costs across the
combined company. Moody's expects the majority of merger synergies
to be realized within the first year after deal close. The company
plans to continue to migrate its base of off-net customers to its
owned network in order to improve profitability, as well as add new
on-net customers and increase existing on-net building penetration.
This business mix improvement is likely to take several years
before significant top line revenue growth is achieved. Moody's
expects the majority of this on-net growth will be driven by a
disciplined, success-based capital spending strategy with
reasonable payback periods.

Moody's expects that LOGIX will maintain good liquidity over the
next 12 months due to positive free cash flow of over $10 million
annually, aided by merger and operational cost synergies. The
company will have a $20 million revolver which Moody's expects will
remain undrawn. The revolver is subject to a springing senior
secured leverage covenant, which will be tested when 30% of the
revolver commitment is drawn. Moody's believes LOGIX will have
sufficient cushion for the next 12 months. The company owns
valuable fiber assets but these are mainly encumbered by the bank
facilities.

The ratings for debt instruments reflect both the probability of
default of LOGIX, to which Moody's assigns a PDR of B3-PD, and
individual loss given default assessments. The senior secured
credit facilities are rated B2 (LGD3), one notch above the CFR
given the loss absorption support from a subordinated, payment in
kind seller note that will be issued to equity holders of Alpheus.

The stable outlook reflects Moody's view that LOGIX will continue
to grow revenue and EBITDA, resulting in leverage trending towards
5x (Moody's adjusted) by 2018.

The B3 rating could be upgraded if leverage is sustained below 4x
(Moody's adjusted) and free cash flow to debt is in the 5% to 10%
range. The rating could be downgraded if liquidity deteriorates, if
free cash flow weakens or if leverage is not on track to fall below
5x (Moody's adjusted) by fiscal year end 2018.

The principal methodology used in these ratings was Global
Communications Infrastructure Rating Methodology published in June
2011.

LOGIX, with headquarters in Houston, TX, is a provider of bandwidth
infrastructure services. Pro-forma for the proposed acquisition of
Alpheus Holdings, LLC, the company will generate approximately $165
million of annual revenues.


LOGIX INTERMEDIATE: S&P Assigns 'B' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Houston-based Logix Intermediate Holding Corp. The outlook is
stable.

S&P said, "We also assigned our 'B' issue-level rating and '3'
recovery rating to Logix Holding Co. LLC's proposed $270 million
senior secured facilities, which consist of a $20 million revolving
credit facility due 2022 and a $250 million term loan due 2024. The
'3' recovery rating indicates our expectation for meaningful
recovery (50%-70%; rounded estimate: 60%) for lenders in the event
of a payment default."

Logix is acquiring Texas-based fiber infrastructure provider
Alpheus Holdings LLC for $205 million. Logix will use proceeds from
the proposed term loan and a combination of new cash equity and
rollover seller investment to fund the acquisition, refinance
Logix's existing indebtedness, and pay related fees and expenses.

S&P said, "The rating reflects an aggressive financial policy
employed by private-equity sponsor Astra Capital Management LLC
resulting in pro forma leverage of about 5.5x, intense competition
from larger players (including incumbents and facility-based
providers), limited geographic diversity, and small scale. Revenue
visibility from Logix's multi-year contracts, growing market demand
for bandwidth, and free operating cash flow (FOCF) partly offset
these factors. We expect high-single-digit EBITDA growth over the
next two years, primarily due to cost synergies associated with the
acquisition and product mix shift to higher margin on-net services
as well as higher bandwidth consumption driven by usage of
bandwidth applications, such as video over internet protocol,
cloud-based applications, mobile devices, and more connected
devices. This should result in adjusted debt to EBITDA of around
4.8x by fiscal year end 2018.

"The stable outlook reflects our belief that while the company will
gradually de-leverage to below 5x from earnings growth over the
next year, it will likely re-leverage in the future for shareholder
returns or acquisitions.

"We could lower the rating if projected synergies do not
materialize and/or pricing pressure drives a decline in EBITDA,
such that leverage rises to above 6.5x and/or the company begins to
generate negative FOCF. We could also lower the ratings if the
company were to make another significant debt-financed acquisition
that would keep leverage above 6.5x.

"Although unlikely, we could raise the rating if the financial
sponsor makes a commitment to maintain adjusted leverage below 4.5x
on a sustained basis, including the potential for future
debt-financed acquisitions or shareholder returns. This would also
be predicated on continued margin improvement to levels on par with
peers."


LOPEK COMPANIES: August 25 Plan and Disclosures Hearing
-------------------------------------------------------
Judge Harlin De Waye Hale of the U.S. Bankruptcy Court for the
Northern District of Texas conditionally approved Lopek Companies,
LLC's small business disclosure statement for its amended plan of
reorganization filed on June 20, 2017.

August 21, 2017, is fixed as the last day for filing written
acceptances or rejections of Lopek's proposed Chapter 11 plan which
must be received by 5:00 p.m. (CDT).

August 21, 2017, is fixed as the last day for filing and serving
written objections to the final approval of Lopek's Disclosure
Statement; or confirmation of Lopek's proposed Chapter 11 plan.

The hearing to consider final approval of Lopek's Disclosure
Statement (if a written objection has been timely filed) and to
consider the confirmation of the Lopek's proposed Chapter 11 Plan
is fixed and shall be held on August 25, 2017, at 1:15 p.m. at the
following location:

     United States Bankruptcy Court
     COURTROOM #2
     1100 Commerce Street
     14th Floor
     Dallas, Texas 75242‐1496

                     About Lopek Companies

Lopek Companies, LLC, and HD Retail Repair LLC are in the business
of facilities maintenance for retail outlets.  HDRR provides
facilities maintenance services to all Home Depot stores
nationwide.  Lopek provides facilities maintenance services to
several local dealerships.

HD Retail and Lopek Companies filed Chapter 11 petitions (Bankr.
N.D. Tex. Case No. 16-34817 and 16-34818) on Dec. 16, 2016.  The
petitions were signed by Kevin Loper, president.  The cases are
assigned to Judge Stacey G. Jernigan.  The Debtors have requested
joint administration of their Chapter 11 cases.

The Debtors are represented by Roberth Thomas DeMarco, Esq., at
DeMarco Mitchell, PLLC.  

Lopek Companies estimated assets at $0 to $50,000 and liabilities
at $1 million to $10 million at the time of the filing.


MEDAPOINT INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Medapoint, Inc.
        3005 S. Lamar Blvd.
        Suite D109-136
        Austin, TX 78704

Business Description: Founded in 2009 and based in Austin, Texas,
                      MedaPoint is revolutionizing emergency
                      medical services (EMS) -- by delivering
                      efficient, state-of-the art software
                      solutions which are both affordable and
                      accessible.  Built on groundbreaking
                      technology and dynamic vision, the Company's
                      applications currently support more than
                      1,500 private and municipal EMS providers
                      throughout the United States, including one
                      of the nation's leading private ambulance
                      services, which provides more than 1.5
                      million transports annually.  It offers the
                      only 100% cloud-based, end-to-end solution
                      purposely built for EMS, available through
                      its unique pay-as-you-go subscription model.
                      The Company's solutions are radically
                      intuitive and simple, easily enhancing and
                      streamlining workflow without disruption.  
                      It guarantees a pain-free implementation and
                      always-available customer service to help
                      its customers make the most of their
                      MedaPoint solutions.  For more information,
                      please visit https://www.medapoint.com

Chapter 11 Petition Date: July 17, 2017

Case No.: 17-10876

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Tony M. Davis

Debtor's Counsel: Howard Marc Spector, Esq.
                  SPECTOR & JOHNSON PLLC
                  12770 Coit Rd., Ste. 1100
                  Dallas, TX 75251
                  Tel: (214) 365-5377
                  Fax: (214) 237-3380
                  E-mail: hspector@spectorjohnson.com
                          hms7@cornell.edu

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eric J. Becker, president, CEO and
director.

The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txwb17-10876.pdf


MERRIMACK PHARMACEUTICALS: Director Quits as Audit Committee Member
-------------------------------------------------------------------
Gary Crocker resigned from the Audit Committee of the Board of
Directors of Merrimack Pharmaceuticals, Inc., and Vivian Lee, a
current member of the Board and an independent director, was
appointed to the Audit Committee.  Mr. Crocker will continue to
serve as a director and as the Chairman of the Board of the
Company.

On July 10, 2017, the Company received a letter from the Nasdaq
Stock Market stating that Mr. Crocker's service on the Audit
Committee from March 9, 2017, to July 7, 2017, had caused the
Company to not be in compliance with the audit committee
composition requirement set forth in Nasdaq Listing Rule
5605(c)(2)(A) during that time.  Nasdaq determined that Mr. Crocker
did not meet the Listing Rule's criteria for service on the Audit
Committee because he had participated in the preparation of the
Company's financial statements while he was interim president and
chief executive officer of the Company from Oct. 3, 2016, to
Feb. 6, 2017.  The letter also stated that because Mr. Crocker had
been replaced on the Audit Committee by a director that did meet
the Listing Rule's criteria, the Company had regained compliance
with the Listing Rule and the matter is now closed.

                      About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $153.5 million on $144.3 million
of total revenues for the year ended Dec. 31, 2016, compared to a
net loss of $147.8 million on $89.25 million of total revenues for
the year ended Dec. 31, 2015.  As of March 31, 2017, Merrimack had
$68.63 million in total assets, $345.78 million in total
liabilities, $1.40 million in non-controlling interest and a total
stockholders' deficit of $275.73 million.

PricewaterhouseCoopers LLP, in Boston, Massachusetts, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2016, noting that the
Company has negative working capital and cash outflows from
operating activities that raise substantial doubt about its ability
to continue as a going concern.


MONAKER GROUP: Incurs $799K Net Loss in May 31 Quarter
------------------------------------------------------
Monaker Group, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $798,587 on $156,046 of total revenues for the three months
ended May 31, 2017, compared to a net loss of $1.12 million on
$95,099 of total revenues for the year ended May 31, 2016.

As of May 31, 2017, Monaker had $2.11 million in total assets,
$2.91 million in total liabilities and a total stockholders'
deficit of $804,603.

As of May 31, 2017, the Company had $441,262 of cash on-hand, a
decrease of $565,803 from $1,007,065 at the start of fiscal 2018.
The decrease in cash was due primarily to the payment of operating
expenses and website development costs during the three months
ended May 31, 2017.

As of May 31, 2017, the Company had total current liabilities of
$2,913,272, consisting of a Line of Credit facility of $1,193,000
from Republic Bank, accounts payable and accrued expenses of
$182,499, convertible promissory notes -- related party of
$1,409,326 and other current liabilities of $128,447.  The Company
anticipates that it will satisfy these amounts from proceeds
derived from equity sales, warrant exercises and revenue generated
from sales.

The Company had negative working capital of $1,653,172 as of
May 31, 2017, and an accumulated deficit of $101,458,219.

Net cash used in operating activities was $979,191 for the three
months ended May 31, 2017, compared to $898,700 for the three
months ended May 31, 2016, an increase of $80,491.  This increase
was primarily due to increases in stock based compensation and
consulting fees which were offset by the $450,945 credit from the
settlement of the advisory agreement, the payoff of accounts
payable, accrued expenses and other current liabilities.

Net cash used in investing activities was $76,500 and $4,200 for
the three months ended May 31, 2017, and 2016, respectively which
was primarily the result of the capitalized website development
costs.

Net cash provided by financing activities decreased $370,832 to
$489,888 for the three months ended May 31, 2017, compared to
$860,720, for the three months ended May 31, 2016.  This decrease
was primarily due to the net decrease of proceeds from the issuance
of common stock and the exercise of warrants of $350,832.

"The growth and development of our business will require a
significant amount of additional working capital.  We currently
have limited financial resources and based on our current operating
plan, we will need to raise additional capital in order to continue
as a going concern.  However, there can be no assurance that we
will be able to raise additional capital upon terms that are
acceptable to us.  We currently do not have adequate cash to meet
our short or long-term objectives.  In the event additional capital
is raised, it may have a dilutive effect on our existing
stockholders.

"The growth and development of our business will require a
significant amount of additional working capital.  We currently
have limited financial resources and based on our current operating
plan, we will need to raise additional capital in order to continue
as a going concern. However, there can be no assurance that we will
be able to raise additional capital upon terms that are acceptable
to us.  We currently do not have adequate cash to meet our short or
long-term objectives.  In the event additional capital is raised,
it may have a dilutive effect on our existing stockholders.

"Monaker is a technology driven travel and logistics company with
alternative lodging rental inventory.  Monaker's inventory consists
of ALRs owned and leased by third parties which are available to
rent through Monaker's websites.  Core to the Company's services
are key elements including technology, an extensive film library,
media distribution, trusted brands and established partnerships
that enhance product offerings and reach. We believe that consumers
are quickly adopting video for researching and educating themselves
prior to purchases, and Monaker has carefully amassed video
content, media distribution, key industry relationships and a
prestigious Travel Brand as cornerstones for the development and
planned deployment of core-technology on both proprietary and
partnership platforms.

"We are subject to all the substantial risks inherent in the
development of a new business enterprise within an extremely
competitive industry.  Due to the absence of a long standing
operating history and the emerging nature of the markets in which
we compete, we anticipate operating losses until we can
successfully implement our business strategy, which includes all
associated revenue streams.  Our revenue model is new and evolving,
and we cannot be certain that it will be successful.  The potential
profitability of this business model is unproven.  We may never
ever achieve profitable operations or generate significant
revenues.  Our future operating results depend on many factors,
including demand for our products, the level of competition, and
the ability of our officers to manage our business and growth.  As
a result of the emerging nature of the market in which we compete,
we may incur operating losses until such time as we can develop a
substantial and stable revenue base. Additional development
expenses may delay or negatively impact the ability of the Company
to generate profits.  Accordingly, we cannot assure you that our
business model will be successful or that we can sustain revenue
growth, achieve or sustain profitability, or continue as a going
concern.

"We have very limited financial resources.  We currently have a
monthly cash requirement of approximately $300,000, exclusive of
capital expenditures.  We will need to raise substantial additional
capital to support the on-going operation and increased market
penetration of our products and services including the development
of national advertising relationships, increases in operating costs
resulting from additional staff and office space until such time as
we generate revenues sufficient to support our operations, if ever.
We believe that in the aggregate, we could require several
millions of dollars to support and expand the marketing and
development of our travel products and services, repay debt
obligations, provide capital expenditures for additional equipment
and development costs, payment obligations, office space and
systems for managing our business, and cover other operating costs
until our planned revenue streams from travel products are
fully-implemented and begin to offset our operating costs.  Our
failure to obtain additional capital to finance our working capital
needs on acceptable terms, or at all, will negatively impact our
business, financial condition and liquidity.  As of May 31, 2017,
we had approximately $2.9 million of current liabilities (a
decrease of approximately $100,000 from the $3.0 million of current
liabilities as of February 28, 2017). We currently do not have the
resources to satisfy these obligations, and our inability to do so
could have a material adverse effect on our business, our ability
to continue as a going concern, and the value of our securities.

"Since our inception, we have funded our operations with the
proceeds from the private equity financings.  Currently, revenues
provide less than 10% of our cash requirements.  Our remaining cash
needs are derived from debt and equity raises," the Company stated
in the Quarterly Report.

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

                      https://is.gd/onraj8

                      About Monaker Group

Monaker Group, Inc., formerly known as Next 1 Interactive, Inc., is
a digital media marketing company focusing on lifestyle enrichment
for consumers in the travel, home and employment sectors.

Monaker reported a net loss of $7.10 million on $400,277 of
revenues for the year ended Feb. 28, 2017, compared to a net loss
of $4.55 million on $544,658 of revenues for the year ended
Feb. 29, 2016.

LBB & Associates Ltd. LLP, in Houston, Texas, states that the
Company's accumulated deficit and limited financial resources
raise substantial doubt about the Company's ability to continue as
a going concern.


MONTREAL MAINE: Court Narrows Claims vs. Canadian Pacific
---------------------------------------------------------
Canadian Pacific Railway Company and Soo Line Railroad Company
filed a Motion to Dismiss the Third Amended Complaint filed by
Robert J. Keach, Estate Representative of the post-effective date
estate of Montreal Maine & Atlantic Railway, Ltd.

The motion is predicated on two general grounds: forum non
conveniens and multiple theories contesting the adequacy of the
Complaint under Fed. R. Civ. P. 12(b)(6), made applicable to this
proceeding by Fed. R. Bankr. P. 7012(b).

Judge Peter G. Cary of the U.S. Bankruptcy Court for the District
of Maine granted the Motion to Dismiss as to Count II and denied it
as to the remaining Counts of the Complaint.

CP and Soo Line argue that the private interests favoring dismissal
include the most obvious, that Canada is where the Derailment
occurred. As a result, it is also where virtually all of the
"derailment-related" physical evidence is and where witnesses to
the derailment and its aftermath live. CP and Soo Line also note
that the majority of Lac-Megantic residents speak French, while few
of them speak English. The Estate Representative replies that the
Derailment itself, unlike in the Lac Megantic Train Derailment
Litigation case, is not the focus of his injury. He argues that his
claims spring from actions taken or not taken by the Defendants in
the United States and that his damages -- the destruction of MMA as
a business -- likewise occurred in Maine and the United States
where MMA was headquartered and conducted most of its business.

Judge Cary states that while he agrees with CP and Soo Line that
there are private interests which factor in their favor, he
disagrees that those factors strongly favor dismissal.

In their Motion to Dismiss, CP and Soo Line also argue that the
public interest factors -- court congestion, the local interest in
having local disputes decided at home, the unfairness of burdening
citizens in an unrelated forum, and potential application of law
difficulties — all weigh in their favor.

As with his consideration of the private interest factors, Judge
Cary does not believe that CP and Soo Line have shown that the
public interest factors strongly weigh in their favor. In sum,
Judge Cary finds that the Defendants have failed to show that
dismissing this case in favor of litigation in Canada would result
in serious unfairness to the parties, and for these reasons he will
not grant the Motion to Dismiss on forum non conveniens grounds.

CP and Soo Line also seek dismissal based on a variety of arguments
under Rule 12(b)(6): they assert (a) Counts I and III must be
dismissed because of the application of the economic loss doctrine;
(b) Count I fails to allege plausible facts to support a claim that
CP or Soo Line breached duties imposed upon them by 49 C.F.R.
section 171.2(e); (c) the Counts in the Complaint are preempted by
federal law; and (d) Count II fails because the Estate
Representative does not have standing to assert contract claims
based upon the Bill of Lading and even if he did, the claim is
untimely, precluded by the terms of the Bill of Lading and
preempted.

After analyzing each argument thoroughly, Judge Cary rules that
Count II should be dismissed. The Estate Representative has
repeatedly argued and asserted the position that he has no relevant
contract claims against CP (and by extension Soo Line). As such, he
cannot assert Count II. Given this decision, Judge Cary does not
address CP and Soo Line's other arguments in favor of dismissing
Count II.

For the foregoing reasons, Judge Cary grants the Motion to Dismiss
as to Count II and deny it as to the remaining Counts of the
Complaint. A separate order shall enter.

The adversary proceeding is ROBERT J. KEACH, solely in his capacity
as the estate representative of the post-effective date estate of
MONTREAL MAINE & ATLANTIC RAILWAY, LTD. Plaintiff, v. CANADIAN
PACIFIC RAILWAY COMPANY and SOO LINE RAILROAD COMPANY, Defendants,
Adv. Proc. No. 14-1001 (Bankr. D. Me.).

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

Robert J. Keach, Plaintiff, represented by D. Sam Anderson, Esq. --
sanderson@bernsteinshur.com -- Bernstein Shur Sawyer & Nelson, Roma
N. Desai, Esq. -- rdesai@bernsteinshur.com -- Bernstein, Shur,
Sawyer & Nelson P.A., Paul McDonald -- pmcdonald@bernsteinshur.com
-- Bernstein Shur Sawyer & Nelson, Timothy J. McKeon, Esq.,
Bernstein, Shur, Sawyer & Nelson, P.A., John A. Woodcock, Bernstein
Shur.

Canadian Pacific Railway Corporation, Defendant, represented by
Aaron P. Burns, Pearce & Dow, LLC, Joshua R. Dow, Esq., Pearce &
Dow, LLC, Paul Joseph Hemming -- phemming@briggs.com -- Briggs and
Morgan, P.A., John R. McDonald, Esq. -- jmcdonald@briggs.com --
Briggs and Morgan, PA, Timothy R. Thornton -- tthornton@briggs.com
-- Briggs and Morgan, PA.

                     About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., operated the train that
derailed and exploded in July 2013, killing 47 people and
destroying part of Lac-Megantic, Quebec.

The Company sought bankruptcy protection (Bankr. D. Maine Case No.
13-10670) on Aug. 7, 2013, with the aim of selling its business.
ts Canadian counterpart, Montreal, Maine & Atlantic Canada Co.,
meanwhile, filed for protection from creditors in Superior Court
of Quebec in Montreal.

Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian
unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd.
("MMA"), on July 20, 2015, filed a Chapter 15 bankruptcy petition
(Bankr. D. Maine Case No. 15-20518) in Portland, Maine, to seek
recognition and enforcement in the U.S. of the order by the Quebec
Court approving MMA Canada's plan to pay off victims of the July
2013 derailment.

The law firm of Verrill Dana serves as counsel to the Debtor.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., is the Chapter 11 trustee.  Lindsay K. Zahradka and and D.
Sam Anderson, Esq. serves as his counsel.  Development
Specialists,
Inc., serves as his financial advisor; and Gordian Group, LLC,
serves as his investment banker.

Justice Martin Castonguay oversees the case in Canada.  Andrew
Adessky at Richter Consulting was named CCAA monitor.  The CCAA
Monitor is represented by Sylvain Vauclair at Woods LLP.  MM&A
Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur
Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

The unofficial committee of wrongful death claimants is
Represented
by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.;
Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers,
Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The
Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green
Toups & Terrell LLP.

The Debtor's Revised First Amended Plan of Liquidation, which
created a C$446 million settlement fund for the benefit of all
victims of the train derailment in 2013 that killed 47 people,
became effective Dec. 22, 2015.


NATIONAL EVENTS: Wants Up To $250K in Financing From SLL & Hutton
-----------------------------------------------------------------
National Events of America, Inc., and New World Events Group, Inc.,
through Edward J. LoBello, the state court appointed Temporary
Receiver and Responsible Party, seek authorization from the U.S.
Bankruptcy Court for the Southern District of New York to obtain up
to $250,000 in debtor-in-possession financing from SLL USA Holdings
LLC, and Hutton Ventures LLC.

The proposed financing is important to the Corporate Debtors and
all creditors of the Corporate Debtors' estates because it provides
critical financing necessary in these cases to enable the Receiver
and his professionals both to undertake the investigation necessary
to unravel the fraud that appears to have taken place, and to
pursue recoveries for the benefit of creditors consistent with the
mandate of his appointment.  The Debtors need to: (A) pay fees and
expenses of the Receiver and his professionals, as may be permitted
or allowed by the Court, (B) repay of the Bridge Loan, and (C) pay
interest, fees, costs, and expenses related to the DIP Facility.

The DIP Loans will have an interest of 13% per annum, and a default
interest of 18% per annum.  No fees are needed to be paid.

The DIP Loans will mature on the date that is earliest of (i) six
months from the Petition Date of the Chapter 11 filings of the
Corporate Debtors, provided that this date may be extended for an
additional three months on written request submitted prior to the
Maturity Date; (ii) the date on which all obligations under the DIP
Loan have been repaid in full and all commitments under the DIP
Loan have been terminated; (iii) the date on which a Chapter 11
plan of reorganization for the Corporate Debtors becomes effective;
or (iv) the occurrence of an event of default, which include, among
others:

     (1) appointment in the cases (or any of them) of any
         Statutory committee or other committee of creditors or
         any creditor constituency, appointment of an examiner
         with expanded powers or a trustee in the cases (or any of

         them), conversion of the Cases (or any of them) to
         Chapter 7 of the U.S. Bankruptcy Code, or dismissal of
         the cases (or any of them) by order of the Court;

     (2) a default in the payment of any interest on any of the
         Agreements as and when the same will become due and
         payable or the failure to make any adequate protection
         payments when due;

     (3) a default in the payment of all or any part of the
         principal of any of the Agreements as and when the same
         will become due and payable either at maturity, by
         declaration, acceleration, or otherwise, whether or not
         prohibited by any provisions hereof;

     (4) a failure on the part of the borrowers to duly observe or

         perform any of the covenants or agreements on the part of

         the Debtors contained in the Agreement; and

     (5) there is entered against the Debtors a judgment or levy
         upon the collateral where such judgment or levy is equal
         to or greater than $25,000, which remains uncured or
         unstayed for five business days.

Upon entry of a final court order, the DIP Loan will be secured by
all assets and properties of the Corporate Debtors.

To secure the DIP obligations, upon entry of a final court order,
the DIP Lenders are granted continuing, valid, binding,
enforceable, non-avoidable, and automatically and properly
perfected liens in the collateral.

A copy of the Debtors' Motion is available at:

          http://bankrupt.com/misc/nysb17-11798-18.pdf

                 About National Events Holdings

National Events Holdings, LLC, et al., operate together a ticket
broker and wholesale distributor of tickets for sporting and
theatrical events that was formed in 2006.  The Debtors provide
ticketing services for all concert, theater and sporting event
tickets, as well as various V.I.P. hospitality packages that
deliver exclusive access to big name events, including hotels,
celebrity meet and greets and exclusive parties.

National Events Holdings, et al., filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 17-11556) on June 5,
2017.

The Debtors' attorneys are Stephen B. Selbst, Esq., and Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP, in New York.  Timothy
Puopolo of RAS Management Advisors, LLC, is the Debtors' as chief
restructuring officer.


NATIONAL MEDICAL: Ashland Acted in Bad Faith, Court Rules
---------------------------------------------------------
Judge Cynthia M. Rufe of the U.S. District Court for the Eastern
District of Pennsylvania denied Defendant Ashland Funding, LLC's
motion to dismiss Plaintiffs National Medical Imaging, LLC and
National Medical Imaging Holding Company, LLC's Amended Complaint.

NMI alleged that Ashland filed involuntary bankruptcy petitions
against them in bad faith pursuant to 11 U.S.C. section 303(i(2).
NMI seeks to hold ten defendants jointly and severally liable.

Ashland argues that its dismissal from this case is warranted for
the following five reasons: (1) its dismissal from the Florida
bankruptcy action compels its dismissal here; (2) NMI has not
alleged that Ashland was a "petitioner" under section 303(i)(2);
(3) NMI has not sufficiently pleaded that Ashland acted in bad
faith; (4) NMI has failed to plead that its damages were
proximately caused by Ashland filing the petition in bad faith; and
(5) section 303(i)(2) does not provide for joint and several
liability.

In addressing some of the arguments, Judge Rufe asserts that in the
Florida proceedings, Ashland was never a petitioner by virtue of
the petition being dismissed before Ashland was substituted for DVI
Funding. Here, Ashland was listed as a petitioning creditor in the
petition that was ruled upon. Accordingly, Ashland's dismissal in
the Florida Bankruptcy case does not preclude the instant suit, and
the Court will not make any rulings at this stage as to whether or
not the Florida rulings establish liability.

In its argument that NMI has not pleaded that Ashland acted in bad
faith, Judge Rufe finds that the facts alleged in the amended
complaint, taken as true, support an inference that Ashland and the
other Defendants acted in concert and in bad faith in filing the
underlying involuntary petition, which this and other courts found
to lack merit.

Ashland also erroneously argues that it must be dismissed from the
case because section 303(i) does not allow for joint and several
liability. Whether joint and several liability is available is
within the discretion of the Court, and it is to be determined
based on the totality of the circumstances.33 Thus, joint and
several liability is possible under section 303(i), and it would be
premature to hold that NMI may not pursue it.

For these reasons, Judge Rufe denies Ashland's Motion to Dismiss.
An appropriate Order will be entered.

The case is NATIONAL MEDICAL IMAGING, LLC, et al., Plaintiffs, v.
U.S. BANK, N.A., et al., Defendants, Civil Action No. 16-5044 (E.D.
Penn.).

A full-text copy of Judge Rufe's Memorandum Opinion is available at
https://is.gd/35Viiz from Leagle.com.

NATIONAL MEDICAL IMAGING, LLC, Plaintiff, represented by ARIS J.
KARALIS -- AKaralis@cmklaw.com -- MASCHMEYER KARALIS, P.C..

NATIONAL MEDICAL IMAGING, LLC, Plaintiff, represented by DAVID M.
DEVITO -- ddevito@kcr-law.com -- KAUFMAN COREN & RESS PC, FRANK S.
MARINAS, MASCHMEYER KARALIS, PC & STEVEN M. COREN --
scoren@kcr-law.com -- KAUFMAN COREN & RESS PC.

NATIONAL MEDICAL IMAGING HOLDING COMPANY, LLC, Plaintiff,
represented by ARIS J. KARALIS, MASCHMEYER KARALIS, P.C., DAVID M.
DEVITO, KAUFMAN COREN & RESS PC, FRANK S. MARINAS, MASCHMEYER
KARALIS, PC & STEVEN M. COREN, KAUFMAN COREN & RESS PC.

U.S. BANK, N.A., Defendant, represented by PETER H. LEVITT --
PLevitt@shutts.com -- SHUTTS & BOWEN & STEVEN J. ADAMS, STEVENS &
LEE.

LYON FINANCIAL SERVICES, INC., Defendant, represented by JACK C.
MCELROY -- JMcelroy@shutts.com -- SHUTTS & BOWEN LLP, PETER H.
LEVITT, SHUTTS & BOWEN & STEVEN J. ADAMS, STEVENS & LEE.

DVI RECEIVABLES XIV, LLC, Defendant, represented by JACK C.
MCELROY, SHUTTS & BOWEN LLP, PETER H. LEVITT, SHUTTS & BOWEN &
STEVEN J. ADAMS, STEVENS & LEE.

DVI RECEIVABLES XVI, LLC, Defendant, represented by JACK C.
MCELROY, SHUTTS & BOWEN LLP, PETER H. LEVITT, SHUTTS & BOWEN &
STEVEN J. ADAMS, STEVENS & LEE.

DVI RECEIVABLES XVII, LLC, Defendant, represented by JACK C.
MCELROY, SHUTTS & BOWEN LLP, PETER H. LEVITT, SHUTTS & BOWEN &
STEVEN J. ADAMS, STEVENS & LEE.

DVI RECEIVABLES XVIII, LLC, Defendant, represented by JACK C.
MCELROY, SHUTTS & BOWEN LLP, PETER H. LEVITT, SHUTTS & BOWEN &
STEVEN J. ADAMS, STEVENS & LEE.

DVI RECEIVABLES XIX, LLC, Defendant, represented by JACK C.
MCELROY, SHUTTS & BOWEN LLP, PETER H. LEVITT, SHUTTS & BOWEN &
STEVEN J. ADAMS, STEVENS & LEE.

DVI FUNDING, LLC, Defendant, represented by JACK C. MCELROY, SHUTTS
& BOWEN LLP, PETER H. LEVITT, SHUTTS & BOWEN & STEVEN J. ADAMS,
STEVENS & LEE.

ASHLAND FUNDING, LLC, Defendant, represented by AMY E. VULPIO --
vulpioa@whiteandwilliams.com -- WHITE AND WILLIAMS.

JANE FOX, Defendant, represented by JACK C. MCELROY, SHUTTS & BOWEN
LLP, PETER H. LEVITT, SHUTTS & BOWEN & STEVEN J. ADAMS, STEVENS &
LEE.

U.S. BANK, N.A., Counter Claimant, represented by PETER H. LEVITT,
SHUTTS & BOWEN & STEVEN J. ADAMS, STEVENS & LEE.

NATIONAL MEDICAL IMAGING HOLDING COMPANY, LLC, Counter Defendant,
represented by ARIS J. KARALIS, MASCHMEYER KARALIS, P.C., DAVID M.
DEVITO, KAUFMAN COREN & RESS PC, FRANK S. MARINAS, MASCHMEYER
KARALIS, PC & STEVEN M. COREN, KAUFMAN COREN & RESS PC.

NATIONAL MEDICAL IMAGING, LLC, Counter Defendant, represented by
ARIS J. KARALIS, MASCHMEYER KARALIS, P.C., DAVID M. DEVITO, KAUFMAN
COREN & RESS PC, FRANK S. MARINAS, MASCHMEYER KARALIS, PC & STEVEN
M. COREN, KAUFMAN COREN & RESS PC.

               About National Medical

National Medical Imaging Holding Company, L.L.C., was a diagnostic
imaging company.

DVI Receivables Trusts and other alleged creditors filed
involuntary chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 05-
12714 and 05-12719) against Philadelphia, Pa.-based National
Medical Imaging, L.L.C., and National Medical Imaging Holding
Company, L.L.C., on March 3, 2005.  The Creditors amended the
involuntary petitions three times: on Nov. 10, 2008; April 10,
2009; and on Aug. 26, 2009, following a contested hearing.

In 2014, National Medical Imaging hit U.S. Bank NA with a $50
million lawsuit in Pennsylvania federal court alleging the bank
ruined its business by forcing it into involuntary bankruptcy
proceedings just as it was beginning to implement a turnaround
plan.  The company claims that the involuntary bankruptcy
petitions
U.S. Bank and eight other defendants filed against NMI and its
holding company ultimately destroyed its business, even though the
cases were ultimately tossed.


NEWPAGE CORP: EDS Payment to Kadant Considered Advance Payment
--------------------------------------------------------------
The present appeals case captioned PIRINATE CONSULTING GROUP, LLC,
AS LITIGATION TRUSTEE OF THE NP CREDITOR LITIGATION TRUST,
Appellant, v. KADANT SOLUTIONS DIVISION, Appellee, Civ. No.
16-955-SLR (D. Del.), arises from a preference action filed by
Pirinate Consulting Group, LLC, as trustee of a creditors'
litigation trust created under the confirmed Chapter 11 plan of
NewPage Corporation, et al.

The preference action sought to avoid $765, 120.68 in payments made
to defendant Kadant Solutions Division within the 90 days prior to
Sept. 7, 2011. On Sept. 30, 2016, the bankruptcy court entered a
memorandum opinion and order granting Kadant's motion for summary
judgment and dismissing the adversary proceeding.

The bankruptcy court determined that: (i) a $351,709.20 transfer
was not subject to avoidance because it was a prepayment and not a
transfer on account of an antecedent debt as required for avoidance
by section 547(b)2 of the Bankruptcy Code; and (ii) the remaining
transfers at issue, totaling $413,411.48, were protected from
avoidance by the Bankruptcy Code's ordinary course defense.

The Trustee appeals the bankruptcy court's decision with respect to
the EDS payment on the basis that the bankruptcy court erred in
determining that it was not a transfer on account of an antecedent
debt.

Judge Sue L. Robinson of the U.S. District Court for the District
of Delaware affirms the bankruptcy court's opinion and order and
denies the Trustee's appeal.

Among other things, the bankruptcy court concluded that the EDS
payment was "an advance payment" and "was not for or on account of
an antecedent debt." In reaching this conclusion, the bankruptcy
court considered the terms of the agreement and the uncontroverted
facts set forth in Kadant's affidavits to determine when the
Debtors became legally obligated to pay and whether there was an
enforceable obligation at the time of the EDS payment.
Additionally, the bankruptcy court observed that, pursuant to the
General Terms, the "Debtors had the right to terminate the order
for the EDS at any time and without cause on 10 days' notice to
Kadant" and, at the time of payment, "could have cancelled without
any liability since [Kadant] had not started to manufacture the
EDS."

It is undisputed that the EDS payment was made, not only in advance
of any services being rendered by Kadant but before the exact
specifications for EDS had even been finalized by the parties. The
Trustee failed to come forward with specific facts showing that
there is a genuine issue for trial with respect to the prepayment.
Summary judgment as to the EDS payment may be affirmed on this
basis alone.

The Trustee also argues that, in reaching its conclusion, the
bankruptcy court improperly relied on the fact that the agreement
required payment before any work was performed and that, until work
began, Kadant could not have asserted a claim for monetary damages.
The Trustee argues that, by focusing on what rights Kadant and the
Debtors may have had under the contract -- rights which are
governed by state law -- and failing to consider whether, as a
result of the contract, Kadant had a "claim" against the Debtors as
broadly defined in the Bankruptcy Code, the bankruptcy court
impermissibly applied Frenville's "accrual" standard, which the
Third Circuit overruled in Grossman's, and that the bankruptcy
court's holding is contrary to the "obvious trend interpreting
'antecedent debt' broadly and rejecting the proposition that debt
is only incurred as it becomes due.

In determining whether an antecedent debt existed at the time of
the EDS payment, Judge Robinson opines that the bankruptcy court
did not disregard the definition of "claim" discussed in Grossman's
nor did it include any consideration of whether there was a breach
or whether a cause of action accrued under state law. Rather the
bankruptcy court looked to terms of the agreement and the unrefuted
facts to determine when a right to payment arose. The bankruptcy
court determined that payment in advance was required under the
agreement and there was no right to payment at the time of the EDS
payment as Kadant had not performed any services. The bankruptcy
court focused on when obligations between the parties arose under
the terms of the agreement — not when an action accrued under
state law. The bankruptcy court's analysis did not deviate from
Grossman's holding that a claim under the Bankruptcy Code may exist
before an action accrues under state law.

Based on the terms of the agreement and undisputed facts, Judge
Robinson finds that the EDS payment was a payment in advance, and
the Trustee cannot sustain its burden in establishing that the EDS
payment was for or on account of an antecedent debt owed by the
Debtors before the payment was made. The Trustee failed to present
a genuine issue of material fact that the EDS payment was not a
payment in advance, and summary judgment was appropriate.

The appeals case is NEWPAGE CORPORATION, et al., Chapter 11,
Reorganized Debtors. PIRINATE CONSULTING GROUP, LLC, AS LITIGATION
TRUSTEE OF THE NP CREDITOR LITIGATION TRUST, Appellant, v. KADANT
SOLUTIONS DIVISION, Appellee, Civ. No. 16-955-SLR (D. Del.).

The adversary proceeding is NEWPAGE CORPORATION, et al., Chapter
11, Reorganized Debtors. PIRINATE CONSULTING GROUP, LLC, AS
LITIGATION TRUSTEE OF THE NP CREDITOR LITIGATION TRUST, Appellant,
v. KADANT SOLUTIONS DIVISION, Appellee, Adv. No. 13-52520 (KG) (D.
Del.).

The bankruptcy case is In re: NEWPAGE CORPORATION, et al., Chapter
11, Reorganized Debtors. PIRINATE CONSULTING GROUP, LLC, AS
LITIGATION TRUSTEE OF THE NP CREDITOR LITIGATION TRUST, Appellant,
v. KADANT SOLUTIONS DIVISION, Appellee, No. 11-12804 (KG) (D.
Del.).

A full-text copy of Judge Robinson's Memorandum Opinion is
available at https://is.gd/eTw7GF from Leagle.com.

Pirinate Consulting Group LLC, Appellant, represented by M. Blake
Cleary -- mbcleary@ycst.com -- Young, Conaway, Stargatt & Taylor
LLP.

Pirinate Consulting Group LLC, Appellant, represented by Jaime
Luton Chapman -- jchapman@ycst.com -- Young, Conaway, Stargatt &
Taylor LLP.

Kadant Solutions Division, Appellee, represented by Rachel B.
Mersky -- RMersky@monlaw.com -- Monzack Mersky McLaughlin and
Browder, P.A.

                     About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.

NewPage successfully completed its financial restructuring and has
officially emerged from Chapter 11 bankruptcy protection pursuant
to its Modified Fourth Amended Chapter 11 Plan, confirmed on
Dec. 14, 2012, by the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.

Pirinate Consulting Group, LLC, has been named as Liquidation
Trustee of the NP Creditor Liquidation Trust.


NIPOMO GATEWAY: Taps Mark Saltzman as Legal Counsel
---------------------------------------------------
Nipomo Gateway, LLC has filed anew an application to employ the Law
Offices of Mark E. Saltzman as its legal counsel.

In its application filed with the U.S. Bankruptcy Court for the
Central District of California, the Debtor proposes to hire the
firm to assist in the preparation of a plan of reorganization, and
provide other legal services related to its Chapter 11 case.

The court had previously denied the Debtor's initial application,
citing its "failure to comply with the service and notice
requirements" under the Bankruptcy Code.

The hourly rates charged by the firm range from $150 to $650 for
the services of its associates, and from $90 to $150 for paralegal
services.  Law clerks charge $90 per hour.

Mark Saltzman, Esq., the attorney who will be handling the case,
will charge an hourly fee of $500.  He received $15,000 from Robert
Marinai, the Debtor's managing member, prior to the petition date.

Mr. Saltzman disclosed in a court filing that he is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Mark E. Saltzman, Esq.
     Law Offices of Mark E. Saltzman
     21241 Ventura Blvd Suite 160
     Woodland Hills, CA 91364
     Tel: 818-343-0600
     Fax: 818-343-0684
     Email: bankruptcycounsel@yahoo.com

                     About Nipomo Gateway LLC

Nipomo Gateway, LLC is a single asset real estate as defined in 11
U.S.C. Section 101(51B) whose principal assets are located at 549
Hill Street, Nipomo, California.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 17-10860) on May 15, 2017.
Robert Marinal, manager, signed the petition.  

At the time of the filing, the Debtor estimated $1 million to $10
million in assets and liabilities.

Judge Peter Carroll presides over the case.


NW VALLEY: 3rd Amended Plan Incorporates Kimball Settlement
-----------------------------------------------------------
NW Valley Holdings LLC filed for the U.S. Bankruptcy Court for the
District of Nevada a disclosure statement to accompany their third
amended chapter 11 plan of reorganization.

Class 3 under the Plan consists of all Allowed General Unsecured
Claims.  Holders of Class 3 Allowed General Unsecured Claims will
be paid in full in cash on the Effective Date, together with
interest at either the rate as provided in their applicable
contract.

Holders of Allowed General Unsecured Claims in Class 3 are
Unimpaired under the Plan, and thus are not entitled to vote to
accept or reject the Plan, but rather are presumed to have accepted
the Plan.

On or about June 7, 2017, the KHI Trusts and the Kyle Parties,
among others, entered into a Stipulation Resolving Claims
Concerning Inspirada and Kyle Canyon Developments and Reclassifying
Class C-1 Claims in the Kimball Hill Bankruptcy Cases. The Illinois
Bankruptcy Court presiding over the Kimball Hill Bankruptcy Cases
is anticipated to approve the matter. The Debtor was not a party to
the Kimball Settlement, however, it was an express intended third
party beneficiary thereof because it effectively eliminated the
disputes between KEH and the Kimball Hill Trusts for purposes of
the Debtor's Chapter 11 Case as well, thereby greatly simplifying
what remains to do be done to complete the Debtor's Chapter 11
Case.

On and after the Effective Date, except as provided in the Plan,
all of Debtor's remaining assets shall revest in Reorganized Debtor
and Reorganized Debtor shall continue to exist as a separate entity
in accordance with applicable law. The Debtor's existing Articles,
by-laws, and operating agreement will continue in effect for
Reorganized Debtor following the Effective Date, except to the
extent that such documents are amended in conformance with the Plan
or by proper corporate action after the Effective Date. As
permitted by section 1123(a)(5)(B) of the Bankruptcy Code, on the
Effective Date, all of Debtor's Assets shall vest in Reorganized
Debtor. Thereafter, Reorganized Debtor may operate its business and
may use, acquire, and dispose of such property free and clear of
any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and
the Bankruptcy Court.

The Kimball Settlement is incorporated into the Plan without change
and is effectuated as of the Effective Date as between the Debtor,
on the one hand, and KEH, Kyle Agent, and their Affiliates,
designees, and assigns, on the other hand. To the extent any
provisions of the Plan conflicts with the Kimball Settlement, the
terms of the Kimball Settlement shall control.

A full-text copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/nvb15-10116-395.pdf

                   About NW Valley Holdings

NW Valley Holdings LLC was organized on Feb. 12, 2014, to provide
a
vehicle and a process for its managers and members, who were all
homebuilders and other property developers, to group together and
make a joint bid to acquire certain real property consisting of
1,710.86 gross acres located in the City of Las Vegas, Nevada at a
Bureau of Land Management auction, and on which they intended to
develop a master-planned community.  A syndicate of lenders led by
Wachovia Bank, N.A., as administrative agent, agreed to provide
$565,000,000 to finance the acquisition and develop the property.

The great recession and financial crisis of 2007 to 2008 hit.  In
September 2008, a trustee's deed upon sale was recorded, thereby
evidencing the transfer of the property for a credit bid of $5
million to an entity called KAG Property, LLC, as successor to
Wachovia's rights under the loan.  The trustee's deed excluded any
portion of the property "lying within the U.S. Highway 95/Rancho
Drive as it presently exists."  The remaining real property
consists of 6 very small parcels of property directly under or
immediately adjacent to the U.S. Highway 95.

In May 2013, Wells Fargo, successor by merger to Wachovia, sold
all
of its rights and interests in the loan and KAG Property to
affiliates of Kyle Partners, LLC.  Kyle Agent, LLC, was named
successor administrative agent.  Kyle Partners owns 89% of the
beneficial interest of any remaining amounts owing under the
credit
agreement.

KEH acquired an aggregate 90.41% of the membership interests in
the
Company.  The Kimball Hill Trusts hold the remaining 9.59%.

NW Valley Holdings LLC filed a Chapter 11 bankruptcy petition
(Bank. D. Nev. Case No. 15-10116) on Jan. 10, 2015.  The petition
was signed by Charles C. Reardon, senior managing director of
Asgaard Capital, LLC, as manager.  The Debtor disclosed assets of
$815,000 and liabilities of $428 million.  Judge August B. Landis
is assigned to the case.  

On Feb. 27, 2015, the Court authorized the employment of Asgaard
Capital LLC as the Debtor's manager.

The Debtor has tapped Larson & Zirzow, LLC, as general bankruptcy
counsel.  The Debtor also hired Asset Insight of Nevada as real
property appraiser to provide an appraisal of the Remaining Real
Property.  The Debtor has tapped David R. Black, CPA, as its
accountant.


OCH-ZIFF CAPITAL: Fitch Affirms BB- Longterm IDR , Outlook Negative
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Ratings
(IDRs) of Och-Ziff Capital Management Group LLC and its related
entities (collectively, Oz) at 'BB-'. The ratings have been removed
from Negative Watch and assigned a Negative Outlook.

KEY RATING DRIVERS

IDR AND SENIOR UNSECURED DEBT
The affirmation and removal of the Negative Rating Watch is driven
by the slowing pace in assets under management (AUM) outflows
combined with an improvement in recent investment performance.
Total AUM declined year-to-date (YTD) Jan. 1 through July 1 by a
relatively modest $1.7 billion compared to an $11.1 billion
decrease in AUM from Jan. 1, 2016 through Jan. 1, 2017. Investment
performance has also rebounded from a relatively weak 2016. Net
returns for the Oz Master Fund, which comprises nearly half of Oz's
AUM, were 7.50% YTD through June 30, 2017 compared to returns of
3.82% for fiscal year 2016.

Oz's ratings were placed on Rating Watch Negative in September 2016
following an announcement that Oz had entered into a settlement
with the Department of Justice (DOJ) and Securities and Exchange
Commission (SEC) regarding violations of the Foreign Corrupt
Practices Act (FCPA). The settlement included a $412 million fine
and deferred prosecution agreement for Oz and a guilty plea by one
of Oz's subsidiaries, Oz Africa Management GP LLC. Fitch believes
that capital withdrawals directly related to the FCPA settlement
have largely abated and that future flows will be driven more so by
Oz's investment performance and broader industry dynamics.

The Negative Rating Outlook reflects Fitch's expectation of
significantly lower management fee earnings generation capacity and
the resultant impacts on cash flow leverage and interest coverage
ratios. Specifically, based on Oz's updated public guidance with
respect to base salaries, bonus expense and non-compensation
expenses for 2017, leverage, as defined by debt to FEBITDA is
expected to be in excess of 6.0x and interest coverage, as defined
by FEBITDA to interest expense is expected to remain near or below
3.0x, absent a material change in AUM and/or fee rates. Fitch also
notes that reduced investor appetite for hedge funds as an asset
class, combined with challenged performance relative to benchmarks,
has pressured fund flows and fees for the hedge fund industry as a
whole.

In its analysis of Oz, Fitch primarily relies on the company's
non-GAAP reporting of economic income. Fitch takes a corporate
approach, in which the focus is on debt service coverage and cash
flow leverage rather than a balance sheet analysis. Fitch uses
fee-related earnings before interest, taxes, depreciation and
amortization (FEBITDA) as a proxy for cash flow in its review of
Oz's debt service, which consists of management fees, less
compensation expenses (including salary and bonuses equal to
approximately 25% of management fees), excluding incentive income,
less operating expenses, plus depreciation and amortization.

Oz's FEBITDA margin was 18.9% for the trailing twelve months (TTM)
ending March 31, 2017, which was at the high end of Fitch's 'bb'
category quantitative earnings benchmark of 10% to 20%. Taking into
account Oz's expense guidance range, Fitch expects margins to fall
to between 13.5% and 21.5% for FY17, which is much lower than Oz's
longer-term historical range of 35% to 45%.

Leverage was 4.88x for the TTM period ending March 31, 2017, which
was just below Fitch's 'bb' category quantitative leverage
benchmark of 3.0x to 5.0x. Taking into account Oz's 2017 expense
guidance range, leverage is expected to range from 6.0x to 9.6x in
FY17 driven by weaker earnings.

Interest coverage was 3.32x for the TTM period ending March 31,
2017. Taking into account Oz's 2017 expense guidance range interest
coverage is expected to range from 2.4x to 3.9x for FY17, which
straddles Fitch's 'bb' and 'b' category quantitative interest
coverage benchmarks of 3.0x to 6.0x and less than 3.0x,
respectively.

Ratings remain supported by the company's long-term performance
track record, particularly in its core multi-strategy hedge fund
business; adequate core profitability metrics relative to ratings;
and a seasoned management team.

Key rating constraints beyond those articulated in the context of
the Negative Outlook include the elevated level of market risk due
to the meaningful amount of net asset value (NAV)-based management
fees; key man risk associated with the firm's founder and CEO,
Daniel Och; and less diversified, albeit improving AUM relative to
higher-rated alternative investment manager peers.

Oz is a publicly traded holding company, and its primary assets are
ownership interests in the operating group entities (Oz Management
LP, Oz Advisors LP and Oz Advisors II LP), which earn management
and incentive fees and are indirectly held through two intermediate
holding companies. Oz conducts substantially all of its business
through the operating group entities.

Och-Ziff Finance Co. LLC serves as the debt-issuing entity for Oz's
unsecured debt issuance, and benefits from joint and several
guarantees from the management and incentive-fee generating
operating group entities. Fitch's analysis of the unsecured debt
relies on the joint and several guarantees provided by the
operating group entities.

The IDRs assigned to Oz management LP, Oz Advisors LP, and Oz
Advisors II LP are equalized with the ratings assigned to Oz,
reflecting the joint and several guarantees among the entities.

The senior unsecured debt is equalized with Oz's IDR reflecting the
expectation of average recovery prospects for the instrument.

RATING SENSITIVITIES

IDR AND SENIOR UNSECURED DEBT

Ratings could be downgraded if outflows, fee pressure and/or the
inability to meaningfully reduce expenses translate into sustained
leverage above 5.0x, interest coverage below 3.0x or materially
reduced liquidity resources. Ratings may also be downgraded if
asset outflows further accelerate, fundraising capability is
materially impaired or Fitch believes the franchise has experienced
significant reputational damage. Oz's ratings also continue to
remain sensitive to a key man event with respect to Daniel Och.

A revision of the Outlook to Stable would be conditioned upon
maintenance of investment performance and fee generation along with
a stabilizing expense base, which translate into sustained leverage
and interest coverage levels below 5.0x and above 3.0x,
respectively.

The senior unsecured debt rating is equalized with Oz's IDR and,
therefore, would be expected to move in tandem with any changes to
Oz's IDR. Were Oz to incur material secured debt, this could result
in the unsecured debt being rated below Oz's IDR.

Ratings are also sensitive to a change in the ownership of the
preferred securities or a material reduction in common stock
ownership by the preferred unitholders, either of which would
eliminate the current alignment of interests between the investor
classes. Under such a scenario, Fitch would treat the full notional
amount of the preferred securities as debt, reflecting the
cumulative nature of the instrument's dividends and change of
control provisions, with interest rate step-ups and mandatory
redemption terms. Such treatment, which would be consistent with
Fitch's 'Non-Financial Corporates Hybrids Treatment and Notching
Criteria' dated April 2017, would likely have a material adverse
impact on Oz's leverage and ratings.

Fitch has affirmed the following ratings:

Och-Ziff Capital Management Group LLC
OZ Management LP
OZ Advisors LP
OZ Advisors II LP
-- Long-term IDRs at 'BB-'.

Och-Ziff Finance Co. LLC
-- Long-term IDR at 'BB-';
-- $400 million senior unsecured debt at 'BB-'.

The Rating Outlook is Negative.


OI BRASIL: Chapter 15 Recognition Hearing Set for August 1
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
scheduled a hearing before the Hon. Sean H. Lane in Room 701, One
Bowling Green, New York, New York, on Aug. 1, 2017, at 11:00 a.m.
(Eastern Time) to consider approval of:

     (a) the petition for relief under Chapter 15, and

     (b) the verified petition and motion for an order (i)
recognizing the Dutch Bankruptcy Proceeding for Oi Brasil Holdings
Cooperatief U.A.; (ii) recognizing the insolvency trustee as the
foreign representative; (iii) modifying the prior recognition
order; (iv) modifying the prior joint administration order; and (v)
granting certain related relief.

Objections to the approval of the petitions, if any, were due July
15.

The petitions were filed by Jasper R. Berkenbosch, solely in his
capacity under Dutch law as the duly appointed trustee of Oi Brasil
in its bankruptcy proceeding Case No. F.13/17/163, pending before
the District Court of Amsterdam under the Dutch Bankruptcy
Insolvency Act.

                         About Oi SA

Headquartered in Rio de Janeiro, and operating almost exclusively
within Brazil, the Oi Group provides services like fixed-line data
transmission and network usage for phones, internet, and cable,
Wi-Fi hot-spots in public areas, and mobile phone and data
services, and employs approximately 142,000 direct and indirect
employees.

Ojas N. Shah filed a Chapter 15 petition for Oi S.A. (Bankr.
S.D.N.Y. Case No. 16-11791), Oi Movel S.A. (Bankr. S.D.N.Y. Case
No. 16-11792), Telemar Norte Leste S.A. (Bankr. S.D.N.Y. Case No.
16-11793), and Oi Brasil Holdings Cooperatief U.A. (Bankr. S.D.N.Y.
Case No. 16-11794) on June 21, 2016.  The case is assigned to Judge
Sean H. Lane.

The Chapter 15 Petitioner is represented by John K. Cunningham,
Esq., and Mark P. Franke, Esq., at White & Case LLP, in New York;
and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq., and Laura L.
Femino, Esq., at White & Case LLP, in Miami, Florida.


OL FRESH LLC: May Use Cash Collateral Through Sept. 19
------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts has authorized OL Fresh, LLC, to use cash
collateral on an interim basis through the continued hearing
scheduled for Sept. 19, 2017, at 10:00 a.m.

The Debtor will make additional $100 monthly adequate protection
payments to Peoples United Bank commencing on Aug. 1, 2017.

                          About OL Fresh

OL Fresh, LLC, filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 17-10994) on March 23, 2017.  The petition was signed by James
W. Amatucci, managing member.  At the time of filing, the Debtor
disclosed $30,400 in total assets and $298,003 in total
liabilities.  The case is assigned to Judge Joan N. Feeney.  The
Debtor is represented by Timothy M. Mauser, Esq.  


OLIVE BRANCH: Wants to Use Cash Collateral Through Sept. 30
-----------------------------------------------------------
Olive Branch Real Estate Development, LLC, asks for authorization
from the U.S. Bankruptcy Court for the District of New Hampshire to
continue using cash collateral from rent received to pay its
postpetition obligations for the period Aug. 1, 2017 through Sept.
30, 2017.

A hearing on the Debtor's request will be held on July 26, 2017, at
1:30 p.m.

As reported by the Troubled Company Reporter on June 7, 2017, the
Court previously granted the Debtor permission to continue using
cash collateral through July 31, 2017.

At this time, Debtor believes that Porrazzo and Bascom hold a first
priority lien on the prepetition cash collateral.

On the Petition Date, the cash collateral consisted of
approximately $0 in cash, and the real estate located at 832 Route
3, Holderness, New Hampshire valued at $255,510.  The Debtor has
accounts receivables in the approximate amount of $0.  The Debtor
admits it is not current on its monthly mortgage payment to secured
co-lenders, Porrazzo and Bascom however secured lenders are working
with Debtor.

The Debtor proposes a 60-day operating budget which sets forth,
among other things, the Debtor's estimated cash receipts and cash
disbursements for the period Aug. 1, 2017 through Sept. 30, 2017,
for the Debtor as to its Holderness property.  As shown in its
budget, the Debtor projects that during the Budget Period it will
generate approximately $800 in income from rent from August 2017
and $800 in income from rent from September 2017.  The Debtor's
cash flow will be comprised of revenue from rent receipts.

After payment of postpetition obligations necessary to the
operation of the properties, including estimated Chapter 11
expenses, the Debtor projects that it will have approximately
($2,500) in August 2017 and ($2,500) in September 2017.  Secured
lender is working with the Debtor.  The principal of Debtor will
contribute sufficient funds to cover monthly operating bills for
property. Debtor has filed a Reorganization Plan and a confirmation
hearing is currently scheduled for July 12, 2017.

In order to provide adequate protection of the security interest of
Porrazzo and Bascom in cash collateral and to protect the interest
of other creditors, the Debtor needs to use the cash collateral.

Absent the use of cash collateral, the Debtor will be forced to
cease operations immediately, resulting in the forced liquidation
of its assets.  The Debtor needs the use of the cash collateral to
satisfy necessary mortgage payments, utility, insurances, taxes and
monthly expenses.

The Debtor requests authorization to use the income generated from
its rent of $800 for August 2017 and $800 for September 2017 as
cash collateral for monthly mortgage and expenses through Sept. 30,
2017.

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

          http://bankrupt.com/misc/nhb16-11444-137.pdf

            About Olive Branch Real Estate Development

Olive Branch Real Estate Development, LLC, is a real estate
development company with a principal address of 832 Route 3, Unit
#1, Holderness, New Hampshire.  It is owned and operated by Gerard
M. Healey.  The business has been in operation since 2011.

Olive Branch filed a Chapter 11 petition (Bankr. D.N.H. Case No.
16-11444) on Oct. 13, 2016.  The petition was signed by Gerard M.
Healey, managing member.  At the time of filing, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$500,000.

The Debtor is represented by S. William Dahar II, Esq., at Victor
W. Dahar, P.A.  

On March 30, 2017, the Debtor filed a disclosure statement and
Chapter 11 plan of reorganization.


ONE HORIZON: Series A Shares Automatic Conversion Extended to 2018
------------------------------------------------------------------
The Board of Directors of One Horizon Group, Inc. voted to approve
amending the previously filed Certificate of Designation for its
shares of Series A Convertible Preferred Stock to extend the date
on which the Series A Shares would automatically convert into such
number of fully paid and non-assessable shares of Common Stock,
until Feb. 1, 2018, as will cause the holders to own an aggregate
of 555,556 shares of the Company's common stock and adjust the
conversion price of the Series A Shares from $35.10 per share to
$1.80 per share.  All of the holders of the Company's Series A
Shares voted unanimously to approve the Amendment.

                       About One Horizon

Ireland-based One Horizon Group, Inc., is the inventor of the
patented SmartPacketTM Voice over Internet Protocol ("VoIP")
platform.  The software is designed to capitalize on numerous
industry trends, including the rapid adoption of smartphones, the
adoption of cloud based Internet services, the migration towards
all IP voice networks and the expansion of enterprise
bring-your-own- device to work programs.  The Company designs,
develops and sells white label SmartPacketTM VoIP software and
services to large Tier-1 telecommunications operators.

One Horizon reported a net loss of $5.54 million on $1.61 million
of revenue for the year ended Dec. 31, 2016, compared to a net loss
of $6.30 million on $1.53 million of revenue for the year ended in
2015.  As of March 31, 2017, One Horizon had $9.66 million in total
assets, $6.81 million in total liabilities and $2.84 million in
total stockholders' equity.

The Company's independent accountants Cherry Bekaert LLP in Tampa,
Fla., stated in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2016, that the Company has
recurring losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.




OPAL ACQUISITION: Refinancing a Distressed Exchange, Moody's Says
-----------------------------------------------------------------
Moody's Investors Service changed Opal Acquisition, Inc's ("Opal"
dba One Call Medical) Probability of Default Rating ("PDR") to
Caa1-PD/LD from Caa1-PD following the recent exchange of its 8.875%
unsecured notes due 2021 for 7.5% first lien notes due 2024 and 10%
second lien notes due 2024. The /LD designation reflects Moody's
view that this is a distressed exchange under Moody's definition of
default. Moody's definition of default is intended to capture
events whereby issuers fail to meet debt service obligations
outlined in their original debt agreements. Moody's will remove the
/LD designation from the PDR in three days. These transactions do
not constitute an event of default under any of the company's debt
agreements. Concurrently, Moody's assigned a B3 rating to the first
lien notes and a Caa3 rating to the second lien notes and
downgraded the existing first lien credit facility rating to B3
from B2.

Moody's considers the notes exchange to be a positive from a credit
perspective as it extends the company's maturity profile and should
make it easier to refinance the credit facility, which consists of
a revolver due November 2018 and a term loan due November 2020.
Moody's is affirming the company's Caa1 Corporate Family Rating
based on very high leverage and weak operating performance.

Moody's changed the rating outlook to stable from negative,
reflecting the extended maturities and progress in restructuring
the business. The company has completed the much delayed
integration of past acquisitions onto a single operating platform
and has consolidated operating locations. Moody's believes that
costs associated with further restructuring and some state
reimbursement pressure will result in modestly lower earnings in
2017, but that the company will return to growth in 2018.

The downgrade of the credit facility rating to B3 reflects the
greater portion of first lien debt in the capital structure.

Moody's took the following rating actions on Opal Acquisition,
Inc.:

-- Corporate Family Rating, affirmed at Caa1

-- Probability of Default Rating, changed to Caa1-PD/LD from
    Caa1-PD

-- $125 million senior secured first lien revolver downgraded to
    B3 (LGD 3) from B2 (LGD 3)

-- $1,300 million senior secured first lien term loan B
    downgraded to B3 (LGD 3) from B2 (LGD 3)

-- $200 million 7.5% first lien senior secured notes due 2024
    assigned at B3 (LGD 3)

-- $410 million 10% second lien GTD senior secured notes due 2024

    assigned at Caa3 (LGD 5)

-- $610 million senior unsecured notes at Caa3 (LGD 5) to be
    withdrawn when repaid

The rating outlook changed to stable from negative.

RATINGS RATIONALE

The Caa1 CFR reflects very high financial leverage and weak
operating performance. If the company cannot improve earnings and
begin to generate cash sufficient to reduce debt and financial
leverage, Moody's believes the company's capital structure will
become unsustainable. The rating also reflects the company's
considerable concentration of revenues with its largest customers.
However, the rating is supported by Opal's leading market position
in workers' compensation cost containment services and good
geographic diversity. Further, Moody's expects the company to
generate positive free cash flow and maintain good liquidity.

The stable outlook reflects Moody's expectation that leverage will
remain very high and the operating environment will remain
challenging. The outlook also incorporates Moody's expectation that
the company will maintain a good liquidity profile with positive
free cash flow.

The ratings could be downgraded if liquidity or free cash flow
weakens, or if earnings deteriorate. The rating will be downgraded
if Moody's believes the capital structure is becoming
unsustainable.

The ratings could be upgraded if the company demonstrates sustained
earnings and cash flow growth and debt to EBITDA trends below 8
times.

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

Opal provides cost containment services related to workers'
compensation claims. The company acts as an intermediary between
healthcare providers, payors and patients. Customers include
insurance carriers, third-party administrators, self-insured
employers, and state funds in the workers compensation industry.
The company is owned by Apax Partners and generates annualized
revenue of roughly $1.6 billion.


P3 FOODS: May Use PNC Equipment's Cash Collateral Through Aug. 12
-----------------------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois has authorized P3 Foods, LLC's use
and expenditure of PNC Equipment Finance, LLC,'s cash collateral
through Aug. 12, 2017.

A hearing to consider the continued use of cash collateral will be
held on Aug. 8, 2017, at 10:00 a.m.

In consideration of and as adequate protection for any diminution
in the value of the PNC's cash and non-cash collateral arising from
the use, sale, or lease of the collateral and the imposition of the
automatic stay:

     a. retroactive to the Petition Date, PNC is granted post-
        petition replacement liens, to the same extent and with
        the same priority as held pre petition on the same type of

        assets;

     b. to the extent that the use of PNC's cash collateral
        results in diminution of PNC's interest in cash collateral

        as of the Petition Date in excess of the value of the
        adequate protection liens, then PNC will have a claim
        pursuant to Sections 503(b) and 507(b) of the U.S.
        Bankruptcy Code which will have priority over all other
        Claims entitled to priority under Section 507(a)(l ), with

        the sole exception of quarterly fees due to the U.S.
        Trustee; and

     c. in addition, the Debtor will make an adequate protection
        payment, in the amount of $16,428 to PNC.  This payment
        is intended to be adequate protection for the Debtor's use

        of the cash collateral during the term of this 10th
        interim court order.  This payment will be applied to the
        amounts due under PNC's claim consistent with the
        provisions of the loans, subject to reallocation as deemed

        appropriate by the Court.

20/20 Franchise Funding LLC and Leaf Capital Funding LLC are
granted adequate protection as follows: a post-petition replacement
lien, to the same extent and with the same priority as held pre
petition, under 11 U.S.C. Sections 361(2) on the same type of asset
without any further action by the Debtor or said secured creditor
and without executing or recording any financing statements,
security agreements, or other documents.

By July 14, 2017, the Debtor will make the following payments to
secured creditors:

     a. 20/20 Franchise      $4,835
     b. Leaf Capital           $797

A copy of the Interim Order is available at:

          http://bankrupt.com/misc/ilnb16-32021-131.pdf

                      About P3 Foods, LLC

P3 Foods, LLC, which operates nine Burger King franchises in
Minneapolis, Minnesota, filed a chapter 11 petition (Bankr. N.D.
Ill. Case No. 16-32021) on Oct. 6, 2016.  

The case is assigned to Judge Donald Cassling.  

The Debtor tapped Richard L. Hirsh, Esq., at Richard L. Hirsh,
P.C., as counsel.  The Debtor also engaged Aldridge Chasewater LLC
as accountant.

An official committee of unsecured creditors has not yet been
appointed in the case.


PARETEUM CORP: Has Until Nov. 27 to Comply with NYSE Listing Rules
------------------------------------------------------------------
Pareteum Corporation announced that the NYSE MKT LLC has granted
the Company an extension for compliance with its listing
requirements through Nov. 27, 2017.

On July 13, 2017, Pareteum received a notice from the NYSE MKT LLC
indicating that the Company is not currently in compliance with the
Exchange's continued listing standards as set forth in Section
1003(a)(i), Section 1003(a)(ii), Section 1003(a)(iii), and Section
1003(a)(iv) of the NYSE MKT Company Guide.  The Company is now in
compliance with Section 1003(f)(v).  The Exchange has reviewed the
Company's most recent updates and determined to extend the plan
period for the Company to regain compliance with Section
1003(a)(iv) through Nov. 27, 2017.  The compliance date for Section
1003(a)(i), Section 1003(a)(ii), and Section 1003(a)(iii) remain
Nov. 27, 2017, as the Company previously stated in the exchange's
notice dated Jan. 5, 2017.

"We are pleased to receive the NYSE MKT's extension through
November 27, 2017.  Having completed our restructuring in 2016,
Pareteum is proving its value and potential in the market through
our $60 million contracted backlog, which we expect will convert
into growing quarterly revenues.  Combined with our cost cutting
measures, we are positioned to meet our listing requirement
obligations," stated Hal Turner, executive chairman of Pareteum.

                       About Pareteum Corp

New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known
as Elephant Talk Communications, Inc. -- http://www.pareteum.com/
-- is an international provider of business software and services
to the telecommunications and financial services industry.

Pareteum incurred a net loss of $31.44 million for the year ended
Dec. 31, 2016, compared with a net loss of $5 million for the year
ended Dec. 31, 2015.  As of March 31, 2017, Pareteum had $13.10
million in total assets, $16.33 million in total liabilities and a
total stockholders' deficit of $3.23 million.

Squar Milner, 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, has an accumulated deficit of
$287,080,234 and has negative working capital.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


PAS REAL ESTATE: Taps Bach Law Offices as Legal Counsel
-------------------------------------------------------
PAS Real Estate LLC - 308 West New Indian Trail and its affiliate
have filed separate applications seeking approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire
legal counsel.

In their applications, the company and PAS Real Estate LLC - 1460
West Larkin propose to employ the Bach Law Offices to, among other
things, negotiate with creditors; examine and resolve claims; and
prepare a Chapter 11 plan.

Paul Bach, Esq., and Penelope Bach, Esq., the attorneys who will be
handling the cases, will charge an hourly fee of $425.

Prior to the Debtors' bankruptcy filing, the firm received a
retainer of $9,217.  The payment does not include the filing fee of
$1,717.

The proposed attorneys disclosed in court filings that they are
"disinterested persons" as defined by the Bankruptcy Code.

Bach Law Offices can be reached through:

     Paul M. Bach. Esq.
     Penelope N. Bach, Esq.
     Bach Law Offices
     P.O. Box 1285
     Northbrook, IL 60065
     Phone: (847) 564-0808

                    About PAS Real Estate LLC

PAS Real Estate LLC - 308 West New Indian Trail and PAS Real Estate
LLC - 1460 West Larkin sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case Nos. 17-18808 and 17-18809)
on June 22, 2017.  Aref Senno, managing member, signed the
petitions.  

At the time of the filing, PAS 308 West disclosed that it had
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.  PAS 1460 West disclosed that it had estimated
assets of less than $1 million and liabilities of $1 million to $10
million.  

Judge Timothy A. Barnes presides over the cases.


PERFORMANCE SPORTS: Bybrook Agrees to Rescind Equity Trades
-----------------------------------------------------------
Old PSG Wind-down Ltd., formerly known as Performance Sports Group
Ltd., said in a regulatory filing with the Securities and Exchange
Commission that it has come to the Company's attention that certain
overseas investment funds affiliated with Bybrook Capital LLP
participated in trades in PSG equity interests, allegedly without
actual knowledge of the procedures in the Trading Order or the
purchasing restrictions and procedures set forth therein.

If not remedied, these trades could result in an ownership change
within the meaning of Section 382 of the Internal Revenue Code of
1986, as amended, which could, in turn, result in significant cash
tax liabilities for the Company in connection with its Section 363
asset sale and an inability to use certain of the Company's tax
assets to offset income for future periods.

In connection with the Debtors' bankruptcy filings, the Court on
November 28, 2016, entered a Final Order Pursuant to Sections
105(a), 362(a)(3), and 541 of the Bankruptcy Code and Bankruptcy
Rule 3001 Establishing Notification and Hearing Procedures for
Trading in Equity Securities in Debtors, which established notice
and hearing procedures that must be followed before certain
transfers of equity securities in PSG, or of any beneficial
interest therein, are deemed effective.  The Trading Order was
implemented to protect the Company's net operating losses and other
tax attributes, including built-in losses in its assets.

On July 12, 2017, the Company entered into the Stipulation and
Order between the Debtors and certain funds affiliated with Bybrook
in an attempt to enforce the Trading Order and mitigate any
potential adverse tax consequences arising from a potential
ownership change.

Robert Dafforn, chief investment officer of Bybrook, said, "Bybrook
purchased its PSG shares with no knowledge of any trading or
purchasing restrictions.  No seller or broker advised us of the
trading order.  Upon learning of the trading order on our own
initiative, we immediately contacted debtor's counsel to advise
them of the situation and to work toward a consensual resolution.
We are happy to report that we achieved that resolution today."

The Stipulation provides that by no later than 12:00 a.m. EST on
July 28, 2017, Bybrook must:

     (i) rescind all transactions with all sellers (except for
         certain shares acquired on dates on which Brookfield
         Asset Management Inc. undertook sales) and restore PSG
         shares to the sellers of such shares, such that Bybrook
         and the respective sellers are in the same position they
         would have been had the trades never occurred;

    (ii) sell all shares held by Bybrook in excess of 2,249,062
         shares into the market to holders that are not, and that
         would not become, Substantial Shareholders (as defined
         in the Trading Order) as a result of the purchase;

   (iii) donate all excess shares to qualifying charities
         selected by PSG; or

    (iv) divest itself of all excess shares through a combination
         of:

         (a) rescission transactions restoring the shares to
             sellers, such that Bybrook and the respective
             sellers are in the same position in which they would
             have been had the trades never occurred,

         (b) selling excess shares into the market, and

         (c) donating excess shares to qualified charities.

Bybrook may be reached at:

         Robert J. Dafforn
         CIO
         Bybrook Capital LLP
         Pollen House
         10-12 Cork Street
         London W1S 3NP
         Tel: 020 3598 3710

Bybrook is represented by:

         Patrick J. Trostle, Esq.
         Jenner & Block LLP
         919 Third Avenue
         New York, NY 10022
         Tel: 212 891-1665
         E-mail: ptrostle@jenner.com

A copy of the Stipulation is available at https://is.gd/rGAK3t

                     About Performance Sports

Exeter, N.H.-based Performance Sports Group Ltd. --
http://www.PerformanceSportsGroup.com/-- is a developer and
manufacturer of ice hockey, roller hockey, lacrosse, baseball and
softball sports equipment, as well as related apparel and
soccer apparel.  

On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.

The U.S. Debtors are: BPS US Holdings Inc. n/k/a Old BPSUSH Inc.;
Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey
Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance
Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation
Inc.

The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton
Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.;
BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.

The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as
counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.

Ernst & Young LLP is the monitor in the CCAA cases.  The Monitor
tapped Thornton Grout Finnigan LLP, Allen & Overy LLP, and Buchanan
Ingersoll & Rooney PC as attorneys.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors.  The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.

The U.S. Trustee appointed a committee of equity security holders.
The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.

The U.S. Court appointed M.J. Renick & Associates LLC as the fee
examiner.

                           *   *   *

As reported by the Troubled Company Reporter, effective as of
February 27, 2017, the Company consummated the sale of
substantially all of the assets of the Company and its North
American subsidiaries, including its European and global
operations, pursuant to an asset purchase agreement, dated as of
October 31, 2016, as amended, by and among the Sellers, 9938982
Canada Inc., an acquisition vehicle co-owned by affiliates of
Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and
the designated purchasers party thereto, for a base purchase price
of US$575 million in aggregate, subject to certain adjustments, and
the assumption of related operating liabilities.

The transaction was the culmination of the process commenced by
the
Sellers pursuant to creditor protection proceedings launched on
Oct. 31, 2016, in the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code, as amended.

The Company conducted a court-supervised sale and auction process
as part of its Canadian and U.S. court proceedings.  The bid made
by the Purchaser served as the "stalking horse" bid for purposes
of
the process and was ultimately determined to be the successful bid
in accordance with the related court approved bidding procedures.

In accordance with, and pursuant to, the terms and conditions of
the Agreement, the Company has changed its name to "Old PSG
Wind-down Ltd." from "Performance Sports Group Ltd." effective as
of March 20, 2017.


PERFORMANCE SPORTS: Deal on Purchase Price Adjustment Approved
--------------------------------------------------------------
Old PSG Wind-Down Ltd, formerly Performance Sports Group Ltd.
before it sold its assets to an investor group led by Sagard
Capital Partners, L.P. and Fairfax Financial Holdings Limited, has
won approval from the U.S. Bankruptcy Court for the District of
Delaware and the Ontario Superior Court of Justice (Commercial
List) of a stipulation to finalize a purchase price adjustment in
accordance with the terms of its asset purchase agreement, as
amended, among the parties thereto.  

Pursuant to the Stipulation, the Company will receive approximately
U.S.$8 million, subject to certain fees and expenses, of funds
previously placed in escrow.

To recall, on Oct. 31, 2016, the Debtors entered into, subject to
court approval, a Purchase Agreement by and among Performance
Sports Group Ltd. and its affiliates, as sellers, and 9928982
Canada Inc., as purchaser, for the sale of substantially all of the
Debtors' business as a going concern.  9928982 Canada is the entity
formed by the investor group.

On Feb. 6, 2017, the U.S. Bankruptcy Court for the District of
Delaware entered an order approving the Purchase Agreement and the
Ontario Superior Court of Justice (Commercial List) entered an
order similarly approving the Purchase Agreement.

In connection with the entry into the Purchase Agreement, the
Purchaser deposited on its behalf an aggregate amount equal to
$28,750,000 in cash as a "good faith deposit" by wire transfer of
immediately available funds to Citibank, N.A., to be held in escrow
in accordance with the terms of the escrow agreement entered into
on October 31, 2016 between and among the Purchaser, the Debtors
and the Deposit Escrow Agent.

Prior to the Sale closing, the Parties disputed whether the lease
in respect of 3500 Willow Lane, Thousand Oaks, California, 91361 by
and between Martin Properties, Inc. and Easton Baseball I Softball
Inc. dated May 11, 2015, constitutes a "Capitalized Lease" under
the Purchase Agreement for purposes of the calculation of the
Specified Assumed Liability Deduction Amount (as defined in the
Purchase Agreement) to be deducted from the purchase price at the
closing of the Sale (the "Capitalized Lease Issue").

To facilitate the closing of the Sale, the Debtors and Purchaser
entered into the Third Amendment to Purchase Agreement and
Agreement dated Feb. 27, 2017.  The Third Amendment provides, among
other things:

    i. Capitalized Lease Issue: In full resolution of the
Capitalized Lease Issue for purposes of closing the transactions
contemplated by the Purchase Agreement, the Parties covenant and
agree that:

        1. Notwithstanding anything to the contrary in Section
2.7(b)(iii)(B) of the Purchase Agreement, the Company and Purchaser
shall deliver, or cause to be delivered, an executed joint
instruction letter instructing the Deposit Escrow Agent to (A)
retain $12,008,073 of the Deposit (the "Capital Lease Escrow
Amount") until such time as the Company and Purchaser deliver to
the Deposit Escrow Agent a certified copy of a final non-appealable
judgment or order from the [Courts] instructing
or awarding the disbursement of such amount, or an executed joint
instruction letter instructing the Deposit Escrow Agent to disburse
such amount pursuant to and in accordance with such order, and (B)
disburse the balance of the Deposit at the Closing to Sellers in
immediately available funds.

        2. The Parties shall commence proceedings in the [Courts]
promptly following the Closing Date to determine, on notice to all
stakeholders and with request for a hearing, the Capitalized Lease
Issue and, if applicable, provide a ruling regarding the amount of
the reduction of the purchase price with respect thereto; provided
that, in no event shall either Party with respect to the
Capitalized Lease Issue request, move or petition the [Courts] for
damages, payments or an award or determination of such issue in an
amount exceeding the Capital Lease Escrow Amount, and any such
amount awarded shall be payable by releasing all or a portion of
the Capital Lease Escrow Amount from the remaining Deposit Escrow
as provided in clause (i) above in the amount and to the party(ies)
as determined by the [Courts]; provided further, that the Parties
may settle the Capitalized Lease Issue (but in no event for an
amount in excess of the Capital Lease Escrow Amount) pursuant to a
settlement approved by the [Courts].  Each Party shall be
responsible for its own fees and expenses related
thereto.

        3. The Parties agree that the Capital Lease Escrow Amount
is an agreed-upon amount solely to resolve the Capital Lease Issue
for purposes of Closing and is not to be used in whole or in part
as an admission or evidence regarding the amount or merits of the
Capitalized Lease Issue.

To avoid the expense and costs of litigation, among other things,
the Parties have negotiated a consensual disposition of their
rights in the Capital Lease Escrow Amount in final resolution of
the Capitalized Lease Issue.

In a stipulation approved by U.S. Bankruptcy Judge Kevin J. Carey
on July 17, 2017, the parties agreed that:

    -- In full and final resolution of the Capitalized Lease Issue
and all claims arising under or related thereto, the Parties agree
that, in each case subject to the Escrow Expense Deduction, (a) the
Debtors will receive $8,000,000 from the Capital Lease Escrow
Amount and (b) the Purchaser will receive $4,008,073 from the
Capital Lease Escrow Amount (disbursements (a) and (b) hereof, the
"Purchase Price Payments").

    -- The Escrow Agent may deduct any fees and expenses owed to it
under the Deposit Escrow Agreement, if any (the "Escrow Expense
Deduction") in accordance with the terms of the Deposit Escrow
Agreement prior to making the Purchase Price Payments. In

    -- Within five business days after approval of the Stipulation
by the Courts, the Debtors and Purchaser will deliver, or cause to
be delivered, an executed joint instruction letter instructing the
Deposit Escrow Agent to disburse the Capital Lease Escrow Amount in
accordance with this Stipulation in immediately available funds.

                     About Performance Sports

Exeter, N.H.-based Performance Sports Group Ltd. --
http://www.PerformanceSportsGroup.com/-- is a developer and
manufacturer of ice hockey, roller hockey, lacrosse, baseball and
softball sports equipment, as well as related apparel and soccer
apparel.  

On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.

The U.S. Debtors are: BPS US Holdings Inc. n/k/a Old BPSUSH Inc.;
Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey
Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance
Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation
Inc.

The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton
Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.;
BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.

The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as
counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.

Ernst & Young LLP is the monitor in the CCAA cases.  The Monitor
tapped Thornton Grout Finnigan LLP, Allen & Overy LLP, and Buchanan
Ingersoll & Rooney PC as attorneys.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors.  The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.

The U.S. Trustee appointed a committee of equity security holders.
The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.

The U.S. Court appointed M.J. Renick & Associates LLC as the fee
examiner.

                            *   *   *

As reported by the Troubled Company Reporter, effective as of
February 27, 2017, the Company consummated the sale of
substantially all of the assets of the Company and its North
American subsidiaries, including its European and global
operations, pursuant to an asset purchase agreement, dated as of
October 31, 2016, as amended, by and among the Sellers, 9938982
Canada Inc., an acquisition vehicle co-owned by affiliates of
Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and
the designated purchasers party thereto, for a base purchase price
of US$575 million in aggregate, subject to certain adjustments, and
the assumption of related operating liabilities.

The transaction was the culmination of the process commenced by
the
Sellers pursuant to creditor protection proceedings launched on
Oct. 31, 2016, in the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code, as amended.

The Company conducted a court-supervised sale and auction process
as part of its Canadian and U.S. court proceedings.  The bid made
by the Purchaser served as the "stalking horse" bid for purposes
of
the process and was ultimately determined to be the successful bid
in accordance with the related court approved bidding procedures.

In accordance with, and pursuant to, the terms and conditions of
the Agreement, the Company has changed its name to "Old PSG
Wind-down Ltd." from "Performance Sports Group Ltd." effective as
of March 20, 2017.


PERFORMANCE SPORTS: Debtors Ask for Oct. 1 Extension of CCAA Stay
-----------------------------------------------------------------
Old PSG Wind-down Ltd., formerly Performance Sports Group Ltd., and
its affiliates, have sought from the Ontario Superior Court of
Justice (Commercial List) an order extending the stay of
proceedings to Oct. 1, 2017.

The stay of proceedings expires Aug. 1, 2017, pursuant to previous
orders entered by the Canadian Court.

Ernst & Young Inc., the monitor in the Canadian proceedings, says
the Canadian Debtors require an extension of the Stay of
Proceedings in order to continue to reconcile claims and complete a
claims process pursuant to a further order of the Court, wind up
the estate and distribute funds to the Debtors' creditors and
potentially other stakeholders.

The Canadian Debtors and the Monitor have significant cash on hand
from the sale proceeds from the Closing.  The administrative costs
associated with winding up the Restructuring Proceedings during the
extension of the Stay of Proceedings will be paid from these funds.
The Monitor has expressed its view to all parties involved that
winding up the Restructuring Proceedings should be done in the most
cost efficient manner possible, for the general benefit of
stakeholders.

To recall, the Debtors conducted a comprehensive sale process for
the going concern sale of substantially all of their assets with a
stalking horse asset purchase agreement dated Oct. 31, 2016, as
amended, for the sale of substantially all of the Applicants'
assets to 9938982 Canada Inc., an acquisition vehicle co-owned by
affiliates of Sagard Holdings Inc. and Fairfax Financial Holdings
Limited.  The sale closed on February 28, 2017.

                        Lease Stipulation

The Canadian Debtors also asked the Canadian Court to approve the
Lease Stipulation between the Applicants and the Purchaser which
settles the outstanding Capitalized Lease Issue between the
parties.

Prior to the Closing, the Debtors and the Purchaser were unable to
agree on the calculation of the purchase price due to a
disagreement as to whether a lease of Old EBS Inc. (f/k/a Easton
Baseball/Softball Inc.), a US-incorporated Applicant, in respect of
a property in Thousand Oaks, California constituted a "Capitalized
Lease", as that term is defined under the Asset Purchase
Agreement.

Under the terms of the Asset Purchase Agreement, liabilities
related to capitalized leases were to be included in the Specified
Assumed Liability Deduction Amount -- as that term is defined under
the Asset Purchase Agreement -- and deducted from the cash portion
of the purchase price payable by the Purchaser at Closing. The
Purchaser believed that the Thousand Oaks Lease was a capitalized
lease under the Asset Purchase Agreement, and therefore, the
liability related to it was deductible from the cash purchase price
payable at Closing.  The Debtors did not agree with the Purchaser's
position.  Inclusion of the liability related to the Thousand Oaks
Lease in the Specified Assumed Liability Deduction Amount would
have reduced the cash portion of purchase price payable on Closing
by US$12,008,073.

In order to facilitate Closing, the Applicants and the Purchaser
agreed to enter into a third amendment to the Asset Purchase
Agreement dated February 27, 2017.  The Applicants and the
Purchaser instructed Citibank, N.A., as escrow agent under the
Asset Purchase Agreement, who was holding a deposit previously paid
pursuant to the Asset Purchase Agreement, to retain US$12,008,073
of the deposit -- Capitalized Lease Escrow Amount -- pending
resolution of the Capitalized Lease Issue.

Following the Closing, the Applicants entered into discussions with
the Purchaser to settle the Capitalized Lease Issue. The Applicants
kept the Monitor apprised of the status of these discussions.  The
parties have agreed to a stipulation, which provides that the
Applicants will receive US$8,000,000 of the Capitalized Lease
Escrow Amount and the Purchaser shall receive the remaining
US$4,008,073, in each case net of any deduction of escrow fees and
expenses of the escrow agent to be shared equally between the
Applicants and the Purchaser.  The Lease Stipulation further
provides that the Purchaser and the Applicants will mutually
release each other from any claims in respect of the Capitalized
Lease Issue.

The Lease Stipulation has been reviewed and approved by PSG's board
of directors, the Monitor and the Committees.

A copy of the 9th Monitor's Report filed July 13, 2017, is
available at:

      http://bankrupt.com/misc/PSG_1196_Mon_9th_Report.pdf

Attorneys for Ernst & Young Inc., as Monitor of the Debtors in the
Canadian Proceeding:

        ALLEN & OVERY LLP
        Ken Coleman
        1221 Avenue of the Americas
        New York, NY 10020
        Tel: (212) 610-6300
        Fax: (212) 610-6399
        E-mail: ken.coleman@allenovery.com

              - and -

        BUCHANAN INGERSOLL & ROONEY PC
        Mary F. Caloway
        Kathleen A. Murphy
        919 North Market Street, Suite 1500
        Wilmington, Delaware 19801
        Tel: (302) 552-4200
        Fax: (302) 552-4295
        E-mail: mary.caloway@bipc.com
                kathleen.murphy@bipc.com

              - and -

        THORNTON GROUT FINNIGAN LLP
        Toronto Dominion Centre
        100 Wellington Street West, Suite 3200
        Toronto, Ontario M5K 1K7
        Robert I. Thornton
        E-mail: rthornton@tgf.ca / Tel: (416) 304-0560
        Rachel Bengino
        E-mail: rbengino@tgf.ca / Tel: (416) 304-1153

                     About Performance Sports

Exeter, N.H.-based Performance Sports Group Ltd. --
http://www.PerformanceSportsGroup.com/-- is a developer and
manufacturer of ice hockey, roller hockey, lacrosse, baseball and
softball sports equipment, as well as related apparel and soccer
apparel.  

On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.

The U.S. Debtors are: BPS US Holdings Inc. n/k/a Old BPSUSH Inc.;
Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey
Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance
Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation
Inc.

The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton
Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.;
BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.

The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as
counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.

Ernst & Young LLP is the monitor in the CCAA cases.  The Monitor
tapped Thornton Grout Finnigan LLP, Allen & Overy LLP, and Buchanan
Ingersoll & Rooney PC as attorneys.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors.  The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.

The U.S. Trustee appointed a committee of equity security holders.
The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.

The U.S. Court appointed M.J. Renick & Associates LLC as the fee
examiner.

                            *   *   *

As reported by the Troubled Company Reporter, effective as of
February 27, 2017, the Company consummated the sale of
substantially all of the assets of the Company and its North
American subsidiaries, including its European and global
operations, pursuant to an asset purchase agreement, dated as of
October 31, 2016, as amended, by and among the Sellers, 9938982
Canada Inc., an acquisition vehicle co-owned by affiliates of
Sagard Holdings Inc. and Fairfax Financial Holdings Limited, and
the designated purchasers party thereto, for a base purchase price
of US$575 million in aggregate, subject to certain adjustments, and
the assumption of related operating liabilities.

The transaction was the culmination of the process commenced by
the
Sellers pursuant to creditor protection proceedings launched on
Oct. 31, 2016, in the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code, as amended.

The Company conducted a court-supervised sale and auction process
as part of its Canadian and U.S. court proceedings.  The bid made
by the Purchaser served as the "stalking horse" bid for purposes
of
the process and was ultimately determined to be the successful bid
in accordance with the related court approved bidding procedures.

In accordance with, and pursuant to, the terms and conditions of
the Agreement, the Company has changed its name to "Old PSG
Wind-down Ltd." from "Performance Sports Group Ltd." effective as
of March 20, 2017.


PITTSBURGH PROPERTY: Taps Elliott & Davis as Legal Counsel
----------------------------------------------------------
City of Pittsburgh Property Development, Inc. seeks approval from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to hire legal counsel in connection with its Chapter 11 case.

The Debtor proposes to hire Elliott & Davis, PC to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, and assist in the preparation of a bankruptcy plan.

Jeffrey Morris, Esq., the attorney who will be handling the case,
will charge an hourly fee of $200.  Paralegals will charge $100 per
hour.

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

Elliott & Davis can be reached through:

     Jeffrey T. Morris, Esq.
     Elliott & Davis, PC
     425 First Avenue, First Floor
     Pittsburgh, PA 15219
     Tel: (412) 434.4911, ext. 34
     Fax: (412) 774.2168
     Email: morris@elliott-davis.com

               About City of Pittsburgh Property
                         Development Inc.

City of Pittsburgh Property Development, Inc. sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
17-22729) on July 2, 2017.  Prasad Bandhu, president, signed the
petition.  

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


POST EAST: Unsecureds Now Impaired Under Connect REO's Latest Plan
------------------------------------------------------------------
Secured creditor Connect REO, LLC filed with the U.S. Bankruptcy
Court for the District of Connecticut a third amended disclosure
statement explaining their third amended plan of liquidation for
Post East, LLC.

The amended plan adds that the Plan Administrator will be paid on
an hourly basis at the agreed hourly rate of $200.00, subject to
approval by the Court and Connect REO, LLC of all incurred
fees/costs.

Class 2 unsecured claimants, which was previously unimpaired, are
now impaired.

A copy of Connect REO's Third Amended Disclosure Statement is
available at:

     http://bankrupt.com/misc/ctb16-50848-211.pdf

                   About Post East LLC

Post East, LLC, owns real estate at 740-748 Post Road East,
Westport, Connecticut.  The property is a commercial real estate
which presently has seven leased spaces.  The secured creditor is
Connect REO, LLC, which is owed $1,043,000.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Conn. Case No. 16-50848) on June 27, 2016.  The petition was
signed
by Michael F. Calise, member.  The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.
  
The Debtor is represented by Carl T. Gulliver, Esq., at Coan
Lewendon Gulliver & Miltenberger LLC.  The Debtor employed Richard
J. Chappo of Chappo LLC as mortgage broker.


POUGHKEEPSIE CITY: Moody's Affirms Ba1 Rating on $60MM GO Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 the City of
Poughkeepsie, NY's $60 million outstanding general obligation
limited tax bonds. The outlook has been revised to stable from
negative.

The Ba1 rating reflects the city's ongoing weak financial position
marked by negative fund balance and a very narrow cash position.
The rating also takes into account the above average fixed cost
burden, moderately sized tax base which continues to contract, low
resident incomes relative to the region and recent significant tax
increase for fiscal 2017.

Rating Outlook

The stable outlook reflects the improved cash position across all
governmental funds, a recent surplus in 2016 and expected small
surpluses going forward.

Factors that Could Lead to an Upgrade

Significant increase in reserve levels

Substantially improved liquidity

Factors that Could Lead to a Downgrade

Any additional deterioration in liquidity

Further deterioration in reserve levels

Legal Security

The bonds are secured by a general obligation pledge as limited by
the Property Tax Cap - Legislation (Chapter 97 (Part A) of the Laws
of the State of New York, 2011).

Use of Proceeds

Not applicable.

Obligor Profile

The city is located in Dutchess County in New York State with a
population of 30,639.

Methodology

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


POWER EQUIPMENT: Hearing on Plan Outline Approval Set for Sept. 6
-----------------------------------------------------------------
The Hon. Paul Sala of the U.S. Bankruptcy Court for the District of
Arizona will hold on Sept. 6, 2017, at 10:00 a.m. a hearing to
consider the approval of Power Equipment, LLC's disclosure
statement dated July 3, 2017.

Written objections to the Disclosure Statement must be filed five
business days prior to the Hearing.

As reported by the Troubled Company Reporter on July 11, 2017, the
Detor filed with the Court a disclosure statement to accompany its
plan of reorganization, dated June 30, 2017.  Under the plan, the
Debtor proposed to pay, among others, 100% to Compass Bank over the
life of its loan and would pay any valid arrearages, approximate
amount $140,000, owed to Compass over a 24 month period with
arrearage payments to commence Feb. 1, 2018.

                     About Power Equipment

Power Equipment, LLC, sought Chapter 11 protection (Bankr. D. Ariz.
Case No. 17-02136) on March 8, 2017.  Judge Paul Sala is assigned
to the case.

The Debtor estimated assets in the range of $10 million to $50
million and $1 million to $10 million in debt.

The Debtor tapped Bert L Roos, Esq., at Gertell & Roos, PLLC, as
counsel.

The petition was signed by Gerald Booden, managing member.


PRUCRES INC: Court Denies UST Bid to Convert or Dismiss
-------------------------------------------------------
Bankruptcy Judge Robert E. Nugent on July 13, 2017, denied the
request of the United States Trustee to convert to Chapter 7 or
dismiss the Chapter 11 bankruptcy case of Prucres, Inc.

The Bankruptcy Court on July 14 entered a final decree closing the
Chapter 11 case, and declared the case closed.

MP Property Parners-90Acres, LLC and the Debtor filed a response to
the request.

After hearing the statement of the parties and review of the file,
the Court finds that the case is ready for a final decree.  With
the anticipated order being entered forthwith, the U.S. Trustee's
motion is rendered moot and is denied.

Samuel K. Crocker, the United States Trustee, is represented by:

     Richard A. Wieland, Esq.
     Trial Attorney
     301 North Main, Suite 1150
     Wichita, Kansas 67202
     Tel: 316-269-6214
     Fax: 316-269-6182
     E-mail: Richard.Wieland@usdoj.gov

Wichita, Kansas-based Prucres Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D. Kan. Case No. 14-10284) on Feb. 24, 2014.
Judge Robert E Nugent presides over the case.  A bankruptcy-exit
plan was confirmed in the case May 1, 2015.


PUERTO RICO: Govt. Development Bank Set for Title VI Liquidation
----------------------------------------------------------------
The Financial Oversight and Management Board for Puerto Rico
created by Congress under the bipartisan Puerto Rico Oversight,
Management and Economic Stability Act on July 14, 2017, authorized
the Government Development Bank for Puerto Rico ("GDB") to pursue
the restructuring of its debts under Title VI of PROMESA and
conditionally certified GDB's Restructuring Support Agreement
("RSA") under the relevant provisions of Title VI.

The Oversight Board's decision was in response to a Fiscal Agency
and Financial Advisory Authority ("FAFAA") request, dated June 30,
2017, in which the agency noted that the proposed restructuring,
along with certain related settlements contemplated by the RSA,
will result in an efficient wind down of GDB's operations and a
comprehensive financial restructuring of GDB's obligations.  FAFAA
noted further that by proceeding under Title VI of PROMESA with the
requisite creditor support, GDB believes that it will realize its
objective of maximizing value for its stakeholders, while avoiding
the delay, expense and uncertainty associated with litigation.

The RSA provides for the organized and consensual restructuring of
a substantial portion of GDB's liabilities, including GDB public
bonds, deposit claims by municipalities and certain non-public
entities and claims under certain GDB-issued letters of credit and
PO Box 192018 San Juan, PR 00919-2018; www.oversightboard.pr.gov;
comments@oversightboard.pr.gov guarantees ("Participating Bond
Claims"). In exchange for releasing GDB from liability relating to
these claims, the claim-holders will receive new bonds to be issued
by a new entity (the "Issuer").

To secure and service the new bonds, GDB will transfer to the
Issuer its entire municipal loan portfolio, certain real estate
assets available for sale, proceeds of certain public entity loans
and a certain amount of cash.

The new bonds will consist of three tranches (or series), A, B or
C, each with different terms -- including different coupon rates
and upfront exchange ratios -- from which the claimants can choose.
In general, the higher the exchange ratio between the value of the
current claim and the value of the new bonds, the lower the coupon
rate.

                               Tranche A    Tranche B   Tranche C
                               ---------    ---------   ---------
Amortization +
   Collateral Priority          First         First      Second
Upfront Exchange Ratio           55%           60%         75%
Coupon (%)                      7.50%         5.50%       3.50%
Maturity                       1-Jul-40      1-Jul-40   1-Jul-40

Tranches A and B will be secured by a first lien on the assets to
be transferred from GDB to the Issuer with respect to principal
payments and will be entitled to amortizing principal payments from
available cash on an equal basis.  Tranche C will be secured by a
second lien on the assets with respect to principal payments and,
unless an event of default occurs, will not be entitled to any
principal payments until Tranches A and B bonds are paid in full.

Interest will be paid semi-annually on an equal basis on all three
tranches to the extent of available cash from collections. Interest
will be paid "in kind" if cash on the related semiannual
payment date is insufficient.

The RSA already has the support of 51% of the Participating Bond
Claims.  According to FAFAA, as of June 21, 394 individual parties,
holding more than $2.45 billion in claims against GDB, have signed
the RSA, the vast majority of which constitute on-island
creditors.

Indeed, more than 300 on-island bondholders and an additional 50
on-island credit unions have entered into the RSA.  The RSA is also
supported by the Ad Hoc Group of GDB bondholders, which holds more
than $1 billion of GDB public bonds.

Under the RSA, Puerto Rico Municipality Depositors and on-island
GDB bondholders are treated equally with off-island GDB
bondholders, all as general unsecured creditors.

Puerto Rico residents and Puerto Rico institutions who are GDB
creditors comprise 56% of GDB's creditors.

              Frequently Asked Questions on GDB RSA

1. Does the GDB Restructuring Support Agreement ("RSA") have
   support from the GDB's creditors?

   -- Yes, the RSA is a consensual agreement that is supported
      by over 51% of GDB's Participating Bond Claims.

2. How are the claims of local Puerto Rico creditor groups
   treated under the RSA?

   -- The Puerto Rico Municipality Depositors and on-island GDB
      Bondholders are treated equally with off-island GDB
      Bondholders (i.e., all as general unsecured creditors)

   -- Puerto Rico residents and Puerto Rico institutions who are
      GDB creditors comprise 56% of GDB's creditors

3. What will happen to GDB as a result of the transactions
   described in the RSA?

   -- All existing financial liabilities of GDB will be
      extinguished (except for certain guarantee claims that are
      not subject to the Qualifying Modification and which will
      remain at GDB)

   -- GDB to be wound down in an orderly fashion consistent with
      the Amended Fiscal Plan

4. Who will manage the collateral securing the New Bonds provided
   to GDB's existing creditors?

   -- Initially, GDB, with a qualified and independent Asset
      Manager taking over management within 12 months of closing

   -- The eventual use of a third party to manage the loan
      collateral was requested by the Participating Bond Claims
      holders during negotiations and is expected to ensure the
      quality of the management of the loan collateral in the
      long-term as GDB winds down its operations

   -- A "Collateral Monitor" will be engaged to monitor the
      condition and performance of the New Bond Collateral and
      provide periodic certification reports.

Contact:

         Jose Luis Cedeno
         787-400-9245
         E-mail: jcedeno@forculuspr.com
                 info@forculuspr.com

Board's Contact Information:

         E-mail: comments@oversightboard.pr.gov
         Website: www.oversightboard.pr.gov

                       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 (D.
P.R. 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.  On July 2, 2017, a Title III case was commenced for the
Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Hon. Judith
Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

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.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      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).

                            Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped Jenner
& Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.   The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.


PUERTO RICO: Hedge Funds Disclose GO Bonds Owned
------------------------------------------------
One of the Commonwealth Puerto Rico's creditor groups, the Ad Hoc
Group of General Obligation (GO) Bondholders, has disclosed the
amount of commonwealth debt held by each of its seven current
members.

According to a document filed in Puerto Rico's Title III cases, as
of July 12, the Ad Hoc Group collectively held about $2.9 billion
in bonds issued by Puerto Rico and its instrumentalities:

   1. Aurelius Capital Management, LP
      535 Madison Avenue
      New York, NY 10022

      * $466,350,000 in General Obligation Bonds

      * $4,592,000 in General Obligation Bonds (insured by
         monoline insurer)

      * $2,475,000 in bonds issued by the Puerto Rico Highways
        and Transportation Authority (insured by monoline
        insurer)

   2. Autonomy Capital (Jersey) LP
      7-9 Conway Street Conway House, 2nd Floor
      Saint Helier, Jersey JE2 3NT

      * $937,585,000 in General Obligation Bonds

   3. FCO Advisors LP 745 Fifth Avenue
      14th Floor
      New York, NY 10151

      * $419,000,000 in General Obligation Bonds

      * $2,985,000 in General Obligation Bonds (insured by
        monoline insurer)

      * $10,155,000 in subordinate bonds issued by the Puerto
        Rico Sales Tax Financing Corporation

   4. Franklin Mutual Advisers LLC
      101 John F. Kennedy Parkway
      Short Hills, NJ 07078

      * $294,052,000 in General Obligation Bonds

   5. Monarch Alternative Capital LP
      535 Madison Avenue
      26th Floor
      New York, NY 10022

      * $549,200,000 in General Obligation Bonds

      * $35,900,000 in General Obligation Bonds (insured by
        monoline insurer)

      * $21,500,000 in bonds issued by the Puerto Rico Highways
        and Transportation Authority (insured by monoline
        insurer)

   6. Senator Investment Group LP
      510 Madison Avenue
      28th Floor
      New York, NY 10022

      * $254,740,000 in General Obligation Bonds

   7. Stone Lion L.P.
      555 Fifth Avenue
      18th Floor
      New York, NY 10017

      * $307,192,000 in General Obligation Bonds

      * $2,845,000 in General Obligation Bonds (insured by
        monoline insurer)

      * $14,425,000 in bonds issued by the Puerto Rico Highways
        and Transportation Authority

      * $915,000 in bonds issued by the Puerto Rico Highways and
        Transportation Authority (insured by monoline insurer).

In July 2015, certain members of the Ad Hoc Group of General
Obligation Bondholders engaged Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Robbins, Russell, Englert, Orseck, Untereiner &
Sauber LLP to represent their interests as holders of General
Obligation Bonds.  From time to time thereafter, certain additional
holders of General Obligation Bonds have joined the Ad Hoc Group of
General Obligation Bondholders.  In October 2016, the Ad Hoc Group
of General Obligation Bondholders retained Jimenez, Graffam &
Lausell, as its Puerto Rico counsel.

Counsel to the Ad Hoc Group of General Obligation Bondholders:

       Andrew N. Rosenberg, Esq.
       Richard A. Rosen, Esq.
       Walter Rieman, Esq.
       Kyle J. Kimpler, Esq.
       Karen R. Zeituni, Esq.
       PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
       1285 Avenue of the Americas
       New York, NY 10019
       Telephone: (212) 373-3000
       Facsimile: (212) 757-3990
       E-mail: arosenberg@paulweiss.com

               - and -

       Lawrence S. Robbins, Esq.
       Mark T. Stancil, Esq.
       Gary A. Orseck, Esq.
       Kathryn S. Zecca, Esq.
       Ariel N. Lavinbuk, Esq.
       Donald Burke, Esq.
       ROBBINS, RUSSELL, ENGLERT, ORSECK, UNTEREINER & SAUBER LLP
       1801 K Street, NW
       Washington, D.C. 20006
       Telephone: (202) 775-4500
       Facsimile: (202) 775-4510
       E-mail: mstancil@robbinsrussell.com

               - and -

       J. Ramon Rivera Morales, Esq.
       JIMENEZ, GRAFFAM & LAUSELL
       PO Box 366104
       San Juan, PR 00936-6104
       Telephone: (787) 767-1030
       Facsimile: (787) 751-4068
       E-mail: rrivera@jgl.com

                       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.  On July 2, 2017, a Title III case was commenced for the
Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

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.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      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).

                            Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped Jenner
& Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.   The Creditors Committee tapped Paul Hastings  LLP and
O'Neill & Gilmore LLC as counsel.


PUERTO RICO: UPR Mayaguez Teachers Sue Over $47M Budget Cut
-----------------------------------------------------------
An organization of teaching staff at the Mayaguez Campus of the
University of Puerto Rico (RUM) has commenced a lawsuit in district
court in Puerto Rico against the Financial Oversight and Management
Board for Puerto Rico, as representative of the Commonwealth of
Puerto Rico, over a $201 million reduction in the budget for the
University of Puerto Rico, including a $47 million haircut for the
Mayaguez Campus.

The organization, the Asociaciion de Profesoras y Profesores del
Recinto Universitario de Mayaguez, Inc. (APRUM), in an adversary
proceeding filed in Puerto Rico's Title III PROMESA cases on July
9, 2019, said that it is evident that PROMESA requires that
essential government services be protected, that fiscal targets are
achieved, and investments are made to generate economic growth.

However, APRUM contends that the Commonwealth's fiscal plan dated
March 13, 2017, as implemented through the newly enacted Fiscal
Plan Compliance Law, totally disregards these requisites therefore
constitutes a gross violation of the clear statutory mandates of
PROMESA, rendering the Fiscal Plan illegal.

"The Oversight Board's determinations summarized in the Fiscal Plan
and imposed in the 2017-2018 budget, are arbitrary, lacking a
rational basis and in clear and open violation of the requirements
of Section 201 of PROMESA.  These also make impossible the
confirmation of a plan of adjustments of debts according to Section
314 of PROMESA, for lack of sustainability of payments. Thus, the
Oversight Board's determinations summarized in the Fiscal Plan and
imposed in the 2017-2018 budget violates the Due Process of Law
enshrined in the Constitution of the United States of America,"
says Rolando Emmanuelli Jimenez, Esq., at Bufete Emmanuelli C.S.P.

APRUM points out that according to a study made by Dr. Edwin
Irizarry Mora and Dr. Jose I. Alameda Lozada, the cuts imposed to
UPR for the 2017-2018 fiscal year budget will have an adverse
impact in Mayaguez Campus of approximately $47 million which
include $9.7 million less in funds available for payroll expenses.
This will result in a reduction of 155 full-time professors and 7
part-time and therefore, a drastic increase in the workload of each
faculty member of the institution.

According to APRUM, the University of Puerto Rico is the largest
sustained public investment in the history of Puerto Rico.  After
116 years of existence, UPR has evolved from a teachers' college in
Rio Piedras and a faculty of agriculture and mechanical arts in
Mayaguez to become a university system with 11 campuses and an
enrollment of 60,000 students -- 33.4% of all college students in
the country for 2015.

APRUM asks Court to enter a judgment against defendants as
follows:

   a. An order declaring that UPR's services are essential public
services, a capital expenditure and investment necessary to promote
economic growth and indispensable for the achievement of fiscal
targets and responsibility.

   b. An order declaring that the Fiscal Plan violates Section 201
of PROMESA, because it neglects the funding of essential public
services, the achievement of fiscal targets and capital
expenditures and investments necessary to promote economic growth.

   c. An order declaring that the Fiscal Plan should be totally
recast to ensure the funding of essential public services, enable
the achievement of fiscal targets and provide for capital
expenditures and investments necessary to promote economic growth.

   d. An order declaring that the Budget for 2017-2018 should be
totally recast to ensure the funding of essential public services,
enable the achievement of fiscal targets and provide for capital
expenditures and investments necessary to promote economic growth.

   e. An order declaring that the Oversight Board's determinations
summarized in the Illegal Fiscal Plan and imposed in the 2017-2018
budget are arbitrary, lacking a rational basis and in clear and
open violation of the Due Process of Law enshrined in the
Constitution of the United States of America.

   f. An order enjoining and staying defendants from presenting any
plan of adjustment until the Illegal Fiscal Plan is recast to
comply with PROMESA and the United State Constitution.

Attorneys for the Asociaciion de Profesoras y Profesores del
Recinto Universitario de Mayaguez, Inc.:

         Rolando Emmanuelli Jimenez, Esq.
         Yasmin Colon Colon, Esq.
         BUFETE EMMANUELLI C.S.P.
         2803 Calle San Francisco
         Ponce, Puerto Rico 00717
         Tel: (787) 848-0666
         Fax: (787) 841-1435
         E-mail: rolando@bufete-emmanuelli.com
                 yasmin@bufete-emmanuelli.com
                 notificaciones@bufete-emmanuelli.com

A full-text copy of the Complaint:

   http://bankrupt.com/misc/PR_Adv_Pro_17-00197_Complaint.pdf

                       About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.

The Commonwealth of Puerto Rico 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.  On July 2, 2017, a Title III case was commenced for the
Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

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.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      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).

                            Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped
Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.   The Creditors Committee tapped Paul Hastings  LLP and
O'Neill & Gilmore LLC as counsel.


QUALITY DISCOUNT: Aug. 17 Hearing on UST's Bid to Dismiss Case
--------------------------------------------------------------
The Hon. Louise Decarl Adler will hold a hearing on Aug. 17, 2017,
to consider the request of the Acting United States Trustee to
dismiss the Chapter 11 case of Quality Discount Ice Cream
Distributors, Inc.

The Acting U.S. Trustee is represented by:

     Corina Pandeli, Esq.
     Haeji Hong, Esq.
     OFFICE OF THE UNITED STATES TRUSTEE
     880 Front Street, Suite 3230
     San Diego, CA 92101
     Tel: 619-557-5013

                About Quality Discount Ice Cream

Quality Discount Ice Cream Distributors, Inc., is a wholesale
distributor of confectionery and cold sweets.

Alleged creditors Farshad Yoghouti, Gholamreza Chitgari and Babak
Afshin filed an involuntary chapter 11 petition against Quality
Discount Ice Cream Distributors (Bankr. S.D. Cal. Case No.
16-01709) on March 29, 2016.

The case is assigned to Judge Christopher B. Latham.

Farshad Yaghouti asserts a claim in the amount of $2,348,000;
Gholamreza Chitgari asserts a claim in the amount of $500,000; and
Babak Afshin asserts a claim in the amount of $150,000.

The petitioners are represented by Kit James Gardner, Esq., at the
Law Offices of Kit J. Garnder.


QUALITY OIL: Taps Porter Hedges as Legal Counsel
------------------------------------------------
Quality Oil Tools LLC and QOT Holding Company LLC seek approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire legal counsel in connection with their Chapter 11 cases.

The Debtors propose to hire Porter Hedges LLP to, among other
things, give legal advice regarding their duties under the
Bankruptcy Code; represent them in financing deals or sale of their
assets; and assist in the preparation of a plan of reorganization.

The hourly rates charged by the firm are:

                         Low/High
                         --------
     Partners            $425/$750
     Of Counsel          $250/$760
     Associates          $275/$450
     Staff Attorneys     $275/$450
     Paralegals          $205/$240

The firm received an initial retainer of $10,000 on October 10,
2016, and additional retainers and payments totaling $50,000 for
its pre-bankruptcy services.  As of the petition date, the balance
of the retainer is $35,105.79.

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

The firm can be reached through:

     Joshua W. Wolfshohl, Esq.
     Aaron J. Power, Esq.
     Porter Hedges LLP
     1000 Main Street, 36th Floor
     Houston, TX 77002
     Tel: (713) 226-6000
     Fax: (713) 226-6248
     Email: jwolfshohl@porterhedges.com

                   About Quality Oil Tools LLC

Quality Oil Tools LLC -- http://www.qualityoiltools.com/-- is a
manufacturer and servicer of pressure control equipment such as
gate valves, check valves, and choke and kill manifolds used by
contractors and operators worldwide.  The company offers a full
line of 5,000 through 15,000-psi gate valves and various sizes and
pressures of hydraulically operated drilling chokes with both
single and dual control consoles.  

Quality Oil Tools LLC and QOT Holding Company LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos.
17-33807 and 17-33808) on June 18, 2017.  John Bradley Mitchell,
general manager and CEO, signed the petitions.  

At the time of the filing, Quality Oil Tools disclosed that it had
estimated assets of $1 million to $10 million and liabilities of
$10 million to $50 million.  QOT Holding Company disclosed that it
had estimated assets of less than $50,000 and liabilities of $10
million to $50 million.  

Judge Marvin Isgur presides over the case.

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


RESIDENTIAL CAPITAL: Court Imposes Civil Contempt vs. Goyens
------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York granted the U.S. Trustee's motion for civil
contempt against Chaledeeannka Deborah Ann Williams Goyens-Bell
Eberwein.

The Motion requested that the Court enters an order requiring
Goyens to withdraw her filing seeking "judicial notice" and to
impose a daily sanction of $100 for every day after June 17, 2017,
that she failed to do so. The Request for Notice is 62 pages and
appears to have no intelligible principle of organization. It
appears to consist of random court documents and handwritten notes.
Particularly egregious, some of the notes appear to have personal
financial information and names of non-parties.

As of the Hearing, the Request for Notice had not been withdrawn.
The Motion sought entry of an order holding Goyens in contempt,
imposing monetary sanctions to compel compliance with the Contempt
Order, and providing that if Goyens did not withdraw the Request
for Notice after 60 days, the Request for Notice be removed from
public view and that further accumulation of monetary sanctions
cease. Objections to the Motion were due June 22, 2017; none were
filed. The U.S. Trustee served Goyens with the Motion on May 17,
2017. The Court granted the Motion in a form substantially similar
to what the U.S. Trustee sought, as described in the Contempt
Order.

After analyzing all the arguments presented before the court, Judge
Martin finds that Goyens willfully violated the Permanent
Injunction and that the Court was justified in issuing the Contempt
Order. Based on Goyens' repeated disregard for court orders, the
Court has little reason to believe that Goyens will comply with
previously issued orders and injunctions in this case or in other
cases. The U.S. Trustee should consider referral to the U.S.
Attorney for possible criminal contempt prosecution in the event of
further contumacious conduct.

The U.S. Trustee shall serve a copy of the Contempt Order and this
Opinion on Goyens.

A full-text copy of Judge Martin’s Memorandum Opinion dated July
12, 2017, is available at:

     http://bankrupt.com/misc/nysb12-12020-10413.pdf

     Andrew D. Velez-Rivera, Esq.
     OFFICE OF THE UNITED STATES TRUSTEE
     U.S. Federal Office Building
     201 Varick Street, Room 1006
     New York, New York 10014
     andy.velez-rivera@usdoj.gov

                About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.  Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the
conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.

                      *     *     *

The ResCap Liquidating Trust was established in December 2013
under
the Second Amended Joint Chapter 11 Plan of Residential Capital,
LLC, et al., to liquidate and distribute assets of the debtors in
the ResCap bankruptcy case.  The Trust maintains a website at
www.rescapliquidatingtrust.com, which Unitholders are urged to
consult, where Unitholders may obtain information concerning the
Trust, including current developments.


RETRO HOME HEALTH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Retro Home Health Care Services, Inc.
           dba Retro Home Care Services, Inc.
        8771 Boehning Lane
        Indianapolis, IN 46219

Business Description: Retro Home Health Care Services, Inc. doing
                      business as Retro Home Care Services --
                      http://www.retrohomecareservices.com-- is a

                      home care service located in Indianapolis,
                      Indiana with satellites throughout the state

                      of Indiana.  The Company provides
                      care to disabled persons who want to
                      maintain their independence and remain in
                      their homes as long as possible.  The
                      Company reported gross revenue of $2.84
                      million for 2016 and gross revenue of $2.24
                      million for 2015.

Chapter 11 Petition Date: July 17, 2017

Case No.: 17-05297

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Jeffrey J. Graham

Debtor's Counsel: Eric C Redman, Esq.
                  REDMAN LUDWIG, PC
                  151 N Delaware St Ste 1106
                  Indianapolis, IN 46204
                  Tel: 317-685-2426
                  E-mail: ksmith@redmanludwig.com

Total Assets: $53,100

Total Liabilities: $1.22 million

The petition was signed by Michelle Cherry, CEO.

The Debtor's list of five unsecured creditors is available for free
at http://bankrupt.com/misc/insb17-05297.pdf


RISE ENTERPRISES: Taps Gandia-Fabian Law Office as Legal Counsel
----------------------------------------------------------------
Rise Enterprises, S.E. seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Gandia-Fabian Law Office to, among
other things, give legal advice regarding its duties under the
Bankruptcy Code, and negotiate with creditors for the purpose of
arranging an orderly liquidation of its assets or formulating a
plan of reorganization.

Gandia-Fabian charges an hourly rate of $200 for the services of
its junior attorneys and $290 for senior attorneys, including Mary
Ann Gandia, Esq., the attorney who will be handling the case.
Meanwhile, the firm charges an hourly fee of $125 for legal
assistance.

The firm received a retainer in the sum of $3,000 from the Debtor.

Ms. Gandia disclosed in a court filing that she is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Mary Ann Gandia, Esq.
     Gandia-Fabian Law Office
     P.O. Box 270251
     San Juan, PR 00927
     Tel: 1-787-390-7111
     Fax: 1-787-729-2203
     Email: gandialaw@gmail.com

                  About Rise Enterprises S.E.

Rise Enterprises, S.E. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 17-04678) on June 30,
2017.  Ismael Falcon Ortega, partner, signed the petition.  

At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $1 million and liabilities of $1
million to $10 million.  

Judge Mildred Caban Flores presides over the case.


RIVER CREST: Taps Turoci Firm as Legal Counsel
----------------------------------------------
River Crest Estates, LLC and River Crest Development, LLC have
filed separate applications seeking court approval to hire legal
counsel in connection with their Chapter 11 cases.

In their applications filed with the U.S. Bankruptcy Court for the
Central District of California, the Debtors propose to employ The
Turoci Firm to, among other things, give advice regarding matters
of bankruptcy law; conduct examinations; and assist in the
preparation and implementation of a plan of reorganization.

The hourly rates charged by the firm are:

     Todd Turoci               $500  
     Julie Philippi            $400
     Michael Ortiz             $275
     Law Clerks/Paralegals     $175

Prior to the bankruptcy filing, the firm received a retainer in the
amount of $10,000, including the $1,717 filing fee.

Todd Turoci, Esq., owner and principal of The Turoci Firm,
disclosed in a court filing that he and his firm are "disinterested
persons" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Todd L. Turoci, Esq.
     Julie Philippi, Esq.
     The Turoci Firm
     3845 Tenth Street
     Riverside, CA 92501
     Tel: (888) 332-8362
     Fax: (866) 762-0618
     Email: mail@theturocifirm.com

                        About River Crest

River Crest Estates, LLC listed its business as a single asset real
estate (as defined in 11 U.S.C. Section 101(51B)).  It owns a fee
simple interest in a vacant land, roughly 22 acres of property, in
Bullhead City, Arizona, that is planned for development as a
residential community.  The property is valued at $665,000.  The
principal business address of River Crest Development, LLC is 44615
Sandia Creek Drive, Temecula, California.
  
River Crest Estates, LLC and River Crest Development, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Calif. Case Nos. 17-15755 and 17-15757) on July 10, 2017.  Earl
Coleman, general manager, signed the petitions.  

At the time of the filing, River Crest Estates disclosed $845,185
in assets and $2.02 million in liabilities.  River Crest
Development disclosed $80,000 in assets and $1.86 million in
liabilities.

Judge Scott C. Clarkson presides over the cases.


ROCKY MOUNTAIN: Changes Series A Preferred Stock Voting Rights
--------------------------------------------------------------
Rocky Mountain High Brands, Inc.'s board of directors approved an
amendment to the Certificate of Designation for the Company's
Series A Preferred Stock.  The amendment changes the voting rights
of the Company's Series A Preferred Stock from 1,200 votes for
every share of Series A Preferred Stock to 400 votes for every
share of Series A Preferred Stock, as disclosed in a Form 8-K
report filed with the Securities and Exchange Commission.

                     About Rocky Mountain

Rocky Mountain High Brands, Inc., (RMHB) is a consumer goods brand
development company specializing in developing, manufacturing,
marketing, and distributing high quality, health conscious,
hemp-infused food and beverage products and spring water.  The
Company currently markets a lineup of five hemp-infused beverages.
RMHB is also researching the development of a lineup of products
containing Cannabidiol (CBD).  The Company's intention is to be on
the cutting edge of the use of CBD in consumer products while
complying with all state and federal laws and regulations.

Rocky Mountain reported net income of $2.32 million on $1.07
million of sales for the fiscal year ended June 30, 2016, compared
with a net loss of $16.62 million on $489,849 of sales for the
fiscal year ended June 30, 2015.  As of March 31, 2017, Rocky
Mountain had $2.56 million in total assets, $7.40 million in total
liabilities, all current, and a total shareholders' deficit of
$4.83 million.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements for
the year ended June 30, 2016, citing that the Company has a
shareholders' deficit of $1,477,250, an accumulated deficit of
$16,878,382 at June 30, 2016, and has generated operating losses
since inception.  These factors, among others, raise substantial
doubt about the ability of the Company to continue as a going
concern.


ROOT9B HOLDINGS: OKs Issue of $500K Convertible Note to President
-----------------------------------------------------------------
The Board of Directors of root9B Holdings, Inc. approved the
issuance of a convertible promissory note to Dan Wachtler, the
president and chief operating officer of the Company, with a
principal amount of $500,000, along with warrants to purchase
shares of the Company's common stock, par value $0.001 per share,
representing 50% warrant coverage.  Subject to receipt of approval
from the Company's secured convertible promissory note holders, the
Note will be pari passu with the previously issued secured notes
and Mr. Wachtler will become a party to that certain Security
Agreement, dated Sept. 9, 2016, by and among the Company and the
investors.

The term of the Note is three years after issuance.  The Note
accrues interest at a rate of 10% per annum, payable on each
March 31, June 30, September 30 and December 31, commencing
Sept. 30, 2017, until the earlier of (i) the entire principal
amount being converted or (ii) the Maturity Date.  The interest
payments will be made in either cash or, at Mr. Wachtler's option,
in shares of Common Stock at a per share price equal to 85% of the
average daily volume weighted average price of the Common Stock
during the five consecutive trading day period immediately prior to
the interest payment date, but in no event less than $10.00 per
share.  Following the date which is six months after the date of
issuance, at the election of Mr. Wachtler, all principal and
interest due and owing under the Note is convertible into shares of
Common Stock at a conversion price equal to $10.00.  The conversion
price is subject to adjustment for stock splits, stock dividends,
combinations, or similar events.

The Company may prepay any portion of the outstanding principal
amount of the Note and any accrued and unpaid interest, with the
prior written consent of Mr. Wachtler, by paying to him an amount
equal to (i) if the prepayment date is prior to the first
anniversary of the date of issuance, (1) the unpaid principal to be
repaid plus (2) any accrued but unpaid interest plus (3) an amount
equal to the interest which has not accrued as of the prepayment
date but would accrue on the principal to be repaid during the
period beginning on the prepayment date and ending on the
Anniversary Date of the then-outstanding principal amount of the
Note or (ii) if the prepayment date is after the Anniversary Date,
(1) the unpaid principal to be repaid plus (2) any accrued but
unpaid interest plus (3) an amount equal to one-half of the
interest which has not accrued as of the prepayment date but would
accrue on the principal to be repaid during the period beginning on
the prepayment date and ending on the Maturity Date.

The Warrant has a term of five years, an exercise price of $10.00
per share and may be exercised at any time following the date which
is six months after the date of issuance.  The number of shares of
Common Stock issuable upon exercise of the Warrant is subject to
adjustment for certain stock dividends or stock splits, or any
reclassification of the outstanding securities of, or
reorganization of, the Company.

Pursuant to the terms of both the Note and the Warrant, Mr.
Wachtler may not be issued Shares if, after giving effect to the
conversion or exercise of the Shares, as applicable, he, would
beneficially own in excess of 19.99% of the outstanding shares of
Common Stock.  In addition, in the event the Company consummates a
consolidation or merger with or into another entity or other
reorganization event in which the Common Stock is converted or
exchanged for securities, cash or other property, or the Company
sells, assigns, transfers, conveys or otherwise disposes of all or
substantially all of its assets or the Company or another entity
acquires 50% or more of the outstanding Common Stock, then
following such event, (i) at his election within 30 days of
consummation of the transaction, Mr. Wachtler will be entitled to
receive the Prepayment Amount, and (ii) Mr. Wachtler will be
entitled to receive upon exercise of his Warrant the same kind and
amount of securities, cash or property which he would have received
had he exercised his Warrant immediately prior to such transaction.
Any successor to the Company or surviving entity wiall assume the
Company's obligations under the Note and the Warrant.

The Note and Warrant were issued and sold pursuant to exemptions
from the registration requirements of the Securities Act, including
Section 4(a)(2) thereof and Rule 506(b) of Regulation D thereunder,
as well as comparable exemptions under applicable state securities
laws, as transactions by an issuer not involving a public
offering.

                          About Root9B

root9B Holdings (OTCQB: RTNB) -- http://www.root9bholdings.com/--
is a provider of Cybersecurity and Regulatory Risk Mitigation
Services.  Through its wholly owned subsidiaries root9B and IPSA
International, the Company delivers results that improve
productivity, mitigate risk and maximize profits.  Its clients
range in size from Fortune 100 companies to mid-sized and
owner-managed businesses across a broad range of industries
including local, state and government agencies.

Root9B Technologies, Inc., changed its name to root9B Holdings,
Inc. effective Dec. 5, 2016, and relocated its corporate
headquarters from Charlotte, NC to the current headquarters of
root9B, its wholly owned cybersecurity subsidiary, in Colorado
Springs, CO.

Root9B reported a net loss of $30.48 million for the year ended
Dec. 31, 2016, following a net loss of $8.33 million for the year
ended Dec. 31, 2015.  As of March 31, 2017, Root9B Holdings had
$16.84 million in total assets, $15.80 million in total liabilities
and $1.03 million in total stockholders' equity.

Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, noting that Company has suffered
recurring losses from operations and has negative operating cash
flows and will require additional financing to fund the continued
operations.  The availability of such financing cannot be assured.
These conditions raise substantial doubt about its ability to
continue as a going concern, the auditors said.


RUE21 INC: Committee Asks Court to Reject Disclosure Statement
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of rue21, inc., et
al., objects to rue21, inc., et al's motion for an order approving
the Disclosure Statement for the Debtors' Joint Plan of
Reorganization, approving certain dates related to plan
confirmation, approving procedures for soliciting, voting, and
tabulating votes on, and for filing objections to, the Plan and
approving the forms of Ballots and notices, and granting related
relief.

The Committee contends that the Disclosure Statement fails to
provide adequate information. Specifically, the Debtors fail to
disclose that some of their largest vendors and most factors are
not currently providing trade terms to the Debtors. Support from
the supply chain is critical to the Reorganized Debtors' success
upon emergence from bankruptcy. The Debtors' financial projections
require increasingly larger credit terms over time from their
vendors and factors to meet their projected liquidity targets.
Without the necessary support from the Debtors' vendors and
factors, the Reorganized Debtors will not meet their liquidity
targets, struggle to continue operations, and ultimately file a
subsequent bankruptcy.

Moreover, the Disclosure Statement fails to describe the ability to
sell or otherwise liquidate Holders of General Unsecured Claims'
interest, if any, in the New Equity as well as describe other
so-called "tag along, drag along" rights associated with New
Equity. The value of minority shares of equity in a nonpublic
company is adversely impeded if there are no minority shareholder
protections in the organizational documents of the Reorganized
Debtors. The Disclosure Statement, therefore, must include a full
description of all rights associated with the New Equity.

While the Committee recognizes that the Motion pertains only to the
sufficiency of the Disclosure Statement, there are instances when,
even if a disclosure statement contains adequate information, it is
not in the best interests of the estate to allow a disclosure
statement to be approved and a plan to be solicited because the
described plan cannot be confirmed. In addition to the feasibility
issues due to lack of supply chain support, the Plan suffers from
several other defects that might render it patently unconfirmable.
Most notably, the Plan includes a "death-trap" that would leave
Holders of General Unsecured Claims with no recovery should they
vote to reject the Plan.

The Plan also targets vendors and factors by requiring them to do
business with the Reorganized Debtors under preexisting trade terms
by holding required payments of 503(b)(9) Claims hostage for an
inappropriately extended period and threatening litigation on
claims controlled by, but not benefitting, the Reorganized Debtors.
Feasibility of the Plan cannot rest on the Debtors’ blatant
attempt at extorting trade terms from their vendors and factors.
Furthermore, these coercive provisions do not establish a plan
proposed by the Debtors in good faith.

From these reasons, the Committee asks the Court to issue an order
denying approval of the Disclosure Statement and granting such
other and further relief as the Court deems just and proper.

The Troubled Company Reporter previously reported that the Debtors
filed a Chapter 11 plan of reorganization that would reduce its
debt by as much as $700 million and would provide the company and
its affiliates with the capital necessary to fund their
operations.

According to the plan, upon exiting their bankruptcy cases, the
reorganized companies' capital structure will consist of a senior
secured revolving credit facility in the aggregate principal amount
of up to $125 million, and a senior secured term loan credit
facility in the aggregate principal amount of $50 million to be
entered into by the companies on the effective date of the plan.

A copy of the disclosure statement is available for free at:

                https://is.gd/bugUqm

Proposed Counsel for the Official Committee of Unsecured Creditors
of rue21, inc., et al:

     Jay Indyke (admitted pro hac vice)
     Cathy Hershcopf (admitted pro hac vice)
     Michael Klein (admitted pro hac vice)
     Cooley LLP
     1114 Avenue of the Americas
     New York, New York 10036-7798
     jindyke@cooley.com
     chershcopf@cooley.com
     mklein@cooley.com
     Telephone: (212) 479-6000
     Facsimile: (212) 479-6275

Proposed Co-Counsel for the Official Committee of Unsecured
Creditors of rue21, inc., et al:

     John R. Gotaskie, Jr.
     PA ID No. 81143
     Jeffrey M. Schlerf (admitted pro hac vice)
     Fox Rothschild LLP
     BNY Mellon Center
     500 Grant Street, Suite 2500
     Pittsburgh, PA 15219
     jgotaskie@foxrothschild.com
     Telephone: (412) 391-1334
     Facsimile: (412) 391-6984

                        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.


RXI PHARMACEUTICALS: Has Resale Prospectus of 8-Mil. Common Shares
------------------------------------------------------------------
RXi Pharmaceuticals Corporation filed a Form S-1 registration
statement with the Securities and Exchange Commission covering the
sale of an aggregate of up to 8,048,797 shares of the Company's
common stock, $0.0001 par value per share, by Timothy J. Barberich,
Alexey Eliseev, Ph.D., Alexey Wolfson, James Griffin, M.D., Craig
Mello, Ph.D., Gregory Hannon, Ph.D., Monica Betancur-Boissel,
Taisia Shmushkovich and Tod Woolf, Ph.D.

The Shares being offered consist of (a) 3,868,595 shares of Common
Stock issued pursuant to a Stock Purchase Agreement dated as of
Jan. 6, 2017, and (b) up to 4,180,202 shares of Common Stock
issuable upon the achievement of certain development or commercial
milestones within two years of the Stock Purchase Agreement.

The Company will not receive any proceeds from the sale by the
Selling Stockholders of the shares covered by the prospectus.  The
Company is paying the cost of registering the shares covered by
this prospectus, as well as various related expenses.  The shares
included in this prospectus may be offered and sold directly by the
Selling Stockholders in accordance with one or more of the methods
described in the plan of distribution, which begins on page 25 of
this prospectus.  The Selling Stockholders are responsible for all
selling commissions, transfer taxes and other costs related to the
offer and sale of their shares under this prospectus.  If required,
the number of shares to be sold, the public offering price of those
shares, the names of any broker-dealers and any applicable
commission or discount will be included in a supplement to this
prospectus, called a prospectus supplement.

The Company's Common Stock is currently listed on The NASDAQ
Capital Market under the symbol "RXII".  The closing price of the
Company's Common Stock on July 13, 2017, as reported by NASDAQ, was
$0.6961 per share.

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

                     https://is.gd/6el8H8

                           About RXi

RXi Pharmaceuticals Corporation is a biotechnology company focusing
on discovering and developing therapies primarily in the areas of
dermatology and ophthalmology.  The Company develops therapies
based on siRNA technology and immunotherapy agents.  Its clinical
development programs include RXI-109, a self-delivering RNAi
compound, which is in Phase IIa clinical trial that is used to
prevent or reduce dermal scarring following surgery or trauma, as
well as for the management of hypertrophic scars and keloids; and
Samcyprone, an immunomodulation agent, which is in Phase IIa
clinical trial for the treatment of various disorders, such as
alopecia areata, warts, and cutaneous metastases of melanoma.  The
Company's preclinical program includes the development of products
for ocular indications with RXI-109, including retinal and corneal
scarring.  Its discovery stage development programs include a
dermatology franchise for the discovery of collagenase and
tyrosinase targets for its RNAi platform; and ophthalmology
franchise, a program for the discovery of sd-rxRNA compounds for
oncology indications, including retinoblastoma.  The company was
incorporated in 2011 and is headquartered in Marlborough, Mass.

RXi reported a net loss applicable to common stockholders of $11.06
million for the year ended Dec. 31, 2016, a net loss applicable to
common stockholders of $10.43 million for the year ended Dec. 31,
2015, and a net loss applicable to common stockholders of $12.93
million for the year ended Dec. 31, 2014.  As of March 31, 2017,
RXi had $10.51 million in total assets, $2.26 million in total
liabilities, all current, and $8.24 million in total stockholders'
equity.


S&F MEAT: Taps Smith Kane Holman as Legal Counsel
-------------------------------------------------
S&F Meat Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to hire Smith Kane Holman, LLC to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code, and assist in the preparation of a bankruptcy plan.

Smith Kane received $30,000, of which $12,098.30 was used to pay
its pre-bankruptcy fees and costs while $1,717 was used to pay the
filing fee.  The firm received the payments on June 10 and 11.

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

Smith Kane can be reached through:

     David B. Smith, Esq.
     Smith Kane Holman, LLC
     112 Moores Road, Suite 300
     Malvern, PA 19355
     Phone: (610) 407-7217
     Fax: (610) 407-7218
     Email: rgreenbaum@sgllclaw.com

                       About S&F Meat Corp.

S&F Meat Corp. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case No. 17-14687) on July 10, 2017.  Yleana
Rodriguez, president, signed the petition.  

At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.  

Judge Ashely M. Chan presides over the case.


S&S HOLDING: May Use Cash Collateral Until Aug. 2
-------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts has authorized S&S Holding Company LLC to
continue using cash collateral to the date of the continued hearing
scheduled for Aug. 2, 2017, at 11:30 a.m.

The Court previously scheduled for July 12, 2017, at 11:30 a.m., a
hearing for the Debtor's use of cash collateral.

As reported by the Troubled Company Reporter on July 12, 2017, the
Debtor has sought permission from the Court to use cash collateral
of the secured creditors, including but not limited to Radius Bank,
regarding 14 Oakland Place, Brockton, MA.

                        About S&S Holding

Headquartered in Franklin, Massachusetts, S&S Holding Company LLC
is a single location business engaged in real property leasing.  

On March 22, 2017, S&S filed its first Chapter 7 case (Bankr. D.
Mass. Case No. 17-40504).  It again filed a Chapter 7 petition on
June 21, 2017 (Bankr. D. Mass. Case No. 17-41145), which case had
been dismissed by the court.

S&S sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case
No. 17-41199) on June 29, 2017, estimating assets and liabilities
at between $1 million and $10 million.  The petition was signed by
James McNeil, manager.

Judge Elizabeth D. Katz presides over the Chapter 11 case.

Ann Brennan, Esq., at Ann Brennan Law Offices, serves as the
Debtor's bankruptcy counsel.


SAGICOR FINANCIAL: Fitch Affirms 'B' IDR; Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed Sagicor Financial Corporation Limited's
(SFCL) Long-Term Issuer Default Rating (IDR) at 'B'. The Rating
Outlook is Stable.  

SFCL's ratings are constrained by Fitch's view of the economic
environment and the sovereign risks, including transfer and
convertibility (T&C) risks, in Jamaica which are due primarily to
the regional segments' significant earnings contribution and
capital relative to the consolidated group.

Fitch's sovereign rating for Jamaica is 'B' (Local and Foreign
Currency IDR) and the country ceiling is 'B'. In Fitch's view, the
funds available in external accounts, which are largely owned by
non-Barbados subsidiaries, reduces much but not all T&C exposure to
Barbados, but T&C risks tied to Jamaica largely remain, due to the
potential move back of funds into the Jamaican subsidiaries and
imposition of foreign exchange controls in an adverse Jamaica
scenario. Thus, Jamaica's country ceiling of 'B' has been applied
to SFCL's ratings and SFCL's IDR has been notched down to 'B' as a
result.

KEY RATING DRIVERS

Fitch's ratings reflect the challenging operating and economic
environments of two of the main insurance subsidiaries domiciled in
Jamaica and Barbados; very high capital exposure to below
investment-grade sovereign debt, partially offset by good operating
company capitalization; and good and improving profitability. The
ratings also consider the company's high financial leverage, the
positive impact of senior management's actions to reduce Barbados
exposure and increase transparency of cash flows, and the
macroeconomic challenges associated with low interest rates.

While Fitch does not publish a sovereign rating or a country
ceiling for Barbados, it maintains internal viewpoints on the
sovereign that were considered in SFCL's rating. The high debt
burden of the Barbados government has increased concerns of the
likelihood of a sovereign restructuring event in Barbados. Fitch
believes that potential investment losses from a Barbados sovereign
debt restructuring could increase up to 10%-15% of capital and
views that as manageable relative to the company's earnings,
capital position, and provisions in place for credit and interest
rate risk.

The capitalization of SFCL's primary insurance subsidiaries is
considered good. Management uses Canadian regulatory capital
standards to help manage capital, and the consolidated MCCSR for
SFCL is strong on an absolute basis at 291% as of year-end 2016.
Historically, MCCSR at the consolidated SFCL level has remained
relatively stable above 250% since 2011. The quality of SFCL's
insurance subsidiary capital is lower relative to Canadian or
international peers given a higher Tier 2 capital component. The
company's minimum target MCCSR range at the consolidated level is
175%.

Fitch considers SFCL's operating earnings to be good and improving
with an upward trend over the last four years as the company's
Jamaica, Barbados and Trinidad operations have been drivers of
increased SFCL profitability. Losses due to currency re-translation
and discontinued operations have historically been sources of
volatility for the company. Operating earnings for 2016 were
improved over the prior year due to the absence of residual losses
from a divested business segment and higher investment and fee
income but partially offset by currency re-translation losses
primarily from Jamaica.

SFCL's financial leverage ratio (FLR) is high at 43% (adjusted to
exclude non-controlling interests from capital) as of year-end
2016, but down from 49% as of year-end 2015 due to the redemption
of preferred shares, but partially offset by an increase in
short-term debt. Fitch expects leverage to remain around current
levels in the intermediate term. Interest coverage remains
satisfactory and within rating expectations.

SFCL's investment portfolio is concentrated in the sovereign debt
of its countries of operations, including Jamaica and Barbados, and
as a result, the company has a significant concentration of below
investment-grade debt. The concentration of investment exposure to
Barbados and Jamaica's sovereign debt could result in sharp
declines in capitalization ratios in an adverse sovereign scenario.
Management has taken steps to actively reduce the company's
exposure to these sovereign instruments, which declined over 2016
due to the sale of Jamaica government bonds related to a company
strategy to rebalance the investment portfolio. Where possible,
particularly in the Trinidad and Tobago and U.S. segments, the
company invests in investment-grade securities and the investment
portfolios are of high quality.

Fitch's ratings also factor in the positive impact of senior
management actions to reduce exposure to Barbados and increase
transparency of cashflows, including the completed re-domiciling of
the SFCL holding company to Bermuda from Barbados, the expected
completion of the unstacking of operating subsidiaries out from the
Barbados entity directly into the holding company, and the
company's progress towards the designation of assets at the Bermuda
holding company, which would be available to pay annual debt
service, if needed, and also help to mitigate T&C exposure for the
company.

SFCL is a Bermuda-based financial holding company and leading
provider of insurance products and financial services in the
Caribbean. It also provides insurance products in the U.S. as well
as banking and investment management services in Jamaica. Primary
insurance subsidiaries and the corresponding regions for SFCL
include Sagicor Group Jamaica Ltd. (Jamaica and Cayman Islands),
Sagicor Life Inc. (Barbados and Trinidad and Tobago), and Sagicor
Life USA (U.S.). Aside from these main subsidiaries and regions,
the company also has insurance operations in many of the Eastern
and Dutch Caribbean islands and select Latin American countries.

RATING SENSITIVITIES

Key rating triggers that could result in an upgrade of all the
ratings for Sagicor Financial Corporation Limited include:

-- A higher country ceiling of Jamaica, without any heightened
    sovereign concerns in Barbados or decline in performance of
    the company;
-- A shift in country mix, including a significantly greater
    percentage of profitability and capital in countries with
    higher sovereign ratings and a decline in Barbados and Jamaica

    sovereign debt concentration;

A key rating trigger that could result in an upgrade of the
Long-Term IDR for Sagicor Financial Corporation Limited includes:
-- An increase in liquid assets assigned to the Bermuda holding
    company sufficient to cover at least 1x annual debt service at

    SFCL;

Key rating triggers that could result in a downgrade include:

-- Perceived deterioration by Fitch in the economic environments
    of Jamaica, including a downgrade in Jamaica's sovereign
    rating;
-- Higher than expected investment losses associated with a
    potential sovereign debt restructuring in Barbados;
-- Deterioration in key financial metrics, including consolidated

    MCCSR falling below 180%, financial leverage exceeding 50%,
    and ROE below 5% on a sustained basis.

Fitch affirms the following ratings with a Stable Outlook:

Sagicor Financial Corporation
-- IDR at 'B'.

Sagicor Finance (2015) Limited
-- Senior unsecured notes at 'B/RR5'.


SANDRA LEE MCLEOD: Trucks, Boat, Trailers & Pool Table Up for Sale
------------------------------------------------------------------
In the Chapter 7 bankruptcy case of Sandra Lee McLeod (Bankr.
M.D.N.C. Case No. 16-80299), Iron Horse Auction Co., Inc., on July
18, 2017, began an online auction of assets that include trucks, a
boat, trailers, a pool table and various tools.

The online auction runs from July 18 at 8 a.m. to July 25 at 12
p.m.

The Properties are located at 513 White Smith Rd, Pittsboro, NC.

Additional information is available at https://is.gd/f44Mk7

Contact auction manager:

     Marc Baysek
     IRON HORSE AUCTION COMPANY
     P.O. Box 1267
     Rockingham, NC 28380
     Tel: 910-206-1881
     E-mail: marc@ironhorseauction.com


SEMGROUP CORP: Moody's Cuts CFR to B2 on HFOTCO Acquisition
-----------------------------------------------------------
Moody's Investors Service downgraded SemGroup Corporation Corporate
Family Rating (CFR) to B2 from B1, its Probability of Default
Rating (PDR) to B2-PD from B1-PD, and its senior unsecured notes
rating to B3 from B2. Moody's affirmed SEMG's SGL-3 Speculative
Grade Liquidity Rating. The outlook is stable. At the same time,
Moody's downgraded HFOTCO, LLC's senior secured bank credit
facility rating to Ba3 from Ba2 and assigned HFOTCO a Ba3 Corporate
Family Rating and a Ba3-PD Probability of Default Rating. The
outlook is stable.

The rating actions follow SEMG's acquisition of Buffalo Parent Gulf
Coast Terminals LLC (unrated), which wholly owns HFOTCO, from
Alinda Capital Partners (Alinda) for $2 billion using a mix of debt
and equity. Of this amount, $1.4 billion was funded at close
(including $760 million of existing debt remaining in place at
HFOTCO) with the remaining $600 million payment due December 31,
2018.

"Despite the strengthening of SEMG's business profile through the
addition of HFOTCO's stable crude oil and residual fuels terminal
business, characterized by take-or-pay contracts with strong
counterparties and an advantaged location, pro forma consolidated
leverage will spike and remain elevated through 2018," said John
Thieroff, Moody's Vice President. "Leverage is not expected to fall
below 6x until 2019 at the soonest."

Issuer: SemGroup Corporation

Downgrades:

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

-- Corporate Family Rating, Downgraded to B2 from B1

-- Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD

    4) from B2 (LGD 5)

Affirmations:

-- Speculative Grade Liquidity Rating, Affirmed SGL-3

Outlook Action:

-- Outlook, changed to Stable from Rating Under Review

Issuer: Rose Rock Midstream, L.P.

Downgrades:

-- Senior Unsecured Regular Bond/Debentures, Downgraded to B3
    (LGD 4) from B2 (LGD 5)

Issuer: HFOTCO, LLC

Downgrades:

-- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD 4)

    from Ba2

Ratings Assigned:

-- Corporate Family Rating, Assigned Ba3

-- Probability of Default Rating, Assigned Ba3-PD

Outlook Action:

-- Outlook, Changed to Stable from Rating Under Review

RATINGS RATIONALE

SEMG's B2 CFR reflects a highly leveraged balance sheet, a
disparate mix of largely non-correlated assets and an improving
business risk profile stemming from the company's growing
refinery-facing businesses on the Gulf Coast. EBITDA growth is
expected at SEMG and its unrestricted subsidiary HFOTCO in the near
term as projects currently under construction come online. In
particular, the Maurepas Pipeline which is expected to be placed in
service in the third quarter of 2017 and benefits from a long-term
take-or-pay contract with Shell Oil Company. The HFOTCO acquisition
increases SEMG's percentage of gross margin that is take-or-pay to
52% pro forma, up from about 40% at year-end 2016. SEMG's also
benefits from a further skew toward crude oil and refined crude
products. HFOTCO represents a second significant step in SEMG's
efforts to establish a presence on the Gulf Coast, although HFOTCO
does not provide physical integration or direct overlap with SEMG's
other businesses. SEMG's reliance on its revolver to fund capital
spending and expected capital contributions at HFOTCO as well as a
$600 million deferred payment related to the HFOTCO acquisition due
at year-end 2018, will keep leverage elevated with Debt/EBITDA at
year-end 2018 above 6x. Targeted annual dividend growth of 10%
diminishes SEMG's capacity to internally fund its growth capital
projects, although dividend coverage is expected to remain
satisfactory.

HFOTCO'S Ba3 CFR reflects its advantaged location, diverse mix of
high-credit quality counterparties offset by high leverage and its
ownership by SEMG. HFOTCO's residual fuel oil and crude oil storage
terminals operate on the Houston Ship Channel, with good
connectivity to local refineries, truck and rail loading and ample
ship and barge docking. The company's crude expansion project,
scheduled to be completed in 2018, is expected to be a significant
driver of EBITDA growth over the next several years. HFOTCO
continues to enjoy strong relationships with its counterparties and
has been able to rollover the large majority of contracts at
expiration, most of which range from three to five years in
duration. Debt to EBITDA, expected to be 7x at year-end 2017,
should improve to less than 6x by year-end 2018 due to improved
cash flow from the crude expansion; however, HFOTCO is expected to
pay out all of its distributable cash flow to SEMG. Although SEMG
will contribute cash to HFOTCO for capital projects, distributions
from HFOTCO will be an essential component of SEMG reaching its
aggressive dividend growth target.

The B3 rating on SEMG's senior unsecured notes reflects their
subordinate position relative to the company's $1 billion secured
credit facility in the capital structure. The potential priority
secured claim of the revolver relative to the notes results in the
unsecured notes being rated one notch beneath the B2 CFR under
Moody's Loss Given Default Methodology.

The Ba3 rating on HFOTCO's senior secured credit facility is the
same as the Ba3 CFR. Although the credit facility ranks behind
HOFTCO's $225 million super senior Hurricane Ike bonds in
liquidation preference, the size of the bonds is relatively small.
Accordingly, Moody's believes the Ba3 rating is more appropriate
than what is suggested by Moody's Loss Given Default methodology.

SEMG's SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity through mid-2018, supported by $875 million available
under its credit facility and $66 million of balance sheet cash,
both as of March 31, 2017. Moody's expects that the company will
rely heavily on its revolving credit facility to fund its
substantial capital spending program through 2018. The credit
facility expires in March 2021 and is governed by three financial
covenants: leverage of no more than 5.5x, interest coverage of no
less than 2.5x, and senior secured leverage of no more than 3.5x.
These covenants do not consider HFOTCO's debt or interest expense.
Moody's expects that the company will remain in compliance with
these covenants through mid-2018. Dividend coverage is expected to
be adequate through 2018 at 1.3x after subtracting
maintenance-level capital spending. Following completion of the
proposed tender and repayment of SemGroup's 2021 notes issue, the
next maturity will be the $400 million senior unsecured notes due
in 2022.

HFOTCO's adequate liquidity is underpinned by its $75 million
senior secured revolver. HFOTCO is undergoing a significant crude
expansion and will draw heavily on its revolver to fund a portion
of the related spending through 2018, although it is expected to
maintain sufficient availability to cover working capital needs.
While HFOTCO will pay out all of its distributable cash flow, SEMG
is expected to contribute necessary capital to HFOTCO to cover
capital spending shortfalls. The revolver matures in August 2019;
the term loan in August 2021.

SEMG's stable outlook reflects Moody's expectation that near-term
cash flow growth will allow the company to begin deleveraging by
late 2017. Ratings would likely be downgraded if year-end 2018
leverage is expected to be above 7x. Ratings could be upgraded if
debt/EBITDA appears sustainable below 6x and dividend coverage is
maintained above 1.2x.

HFOTCO's stable outlook reflects the consistent nature of the
company's operations and that growth through 2018 can be funded
without a significant increase in debt. Debt/EBITDA above 7.5x
would likely lead to a downgrade; a downgrade of SEMG could also
lead to a downgrade of HFOTCO. Ratings are unlikely to be upgraded
without an upgrade of SEMG.

The principal methodology used in these ratings was Midstream
Energy published in May 2017.

Tulsa, Oklahoma-based SemGroup owns a diverse suite of midstream
assets focused on the gathering, processing, transportation, and
storage of crude oil and natural gas across several major North
American oil and gas basins. As of December 31, 2016 the company
had total assets of $3.1 billion.

Houston, Texas- based HFOTCO is one of the largest providers of
residual fuel and crude oil storage in the U.S. Gulf Coast with
approximately 16.8 million barrels of tankage. HFOTCO provides
additional ancillary services and optionality for its customers,
including product heating, blending and transportation services for
regional refiners, major integrated oil companies and trading
operations.


SEMGROUP CORP: S&P Affirms 'B+' CCR on Completed Acquisition
------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' corporate credit and
senior unsecured ratings on SemGroup Corp. The outlook is stable.

The '4' recovery rating on the senior unsecured notes is unchanged,
reflecting S&P's  expectation of average (30%-50%; rounded
estimate: 35%) recovery in the event of default. The 'BB' senior
secured rating and '1' recovery rating are unchanged. The '1'
recovery rating on the senior secured revolving credit facility
reflects S&P's  expectation of very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.

SemGroup Corp. has completed its acquisition of HFOTCO from Alinda
Capital Partners. The initial payment of approximately $1.5 billion
included the assumption of roughly $760 million of existing HFOTCO
debt. To fund the initial payment, SemGroup made an approximate
$300 million cash payment by using the revolving credit facility
and issued roughly $400 million of common shares to Alinda. S&P
said, "A remaining $600 million deferred cash payment is due by
year-end 2018, and in our view, gives SemGroup financial
flexibility, allowing the company to time its financing around
market conditions. Our forecast assumes this deferred payment is
financed in a balanced manner with a mix of both debt and equity.

"The stable rating outlook reflects our expectation of adequate
liquidity and a consolidated adjusted debt to EBITDA ratio in the
5.5x to 5.75x range.

"We could lower the rating if SemGroup's consolidated leverage is
sustained above 6x. This could occur due to weaker-than-expected
volumes in the underlying business segments or if low-rated
counterparties are unable to meet their contractual agreements.

"Though unlikely in the next year due to the elevated leverage, we
could raise the rating if we expect consolidated adjusted debt to
EBITDA to be sustained below 5x."


SONSVEST LLC: Hearing on Plan Outline Approval Set for Aug. 24
--------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina has scheduled for Aug. 24, 2017, at
10:30 a.m. a hearing to consider the approval of Sonsvest, LLC's
disclosure statement dated July 5, 2017, referring to the Debtor's
Chapter 11 plan dated July 5, 2017.

Aug. 14, 2017, is the last day for filing and serving written
objections to the Disclosure Statement.

                     About Sonsvest Holdings, LLC

Sonsvest Holdings, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. S.C. Case No. 17-01698) on April 4, 2017.  The Hon.
David R. Duncan presides over the case. McCarthy, Reynolds & Penn,
LLC represents the Debtor as counsel.

The Debtor disclosed total assets of $1.85 million and total
liabilities of $1.42 million. The petition was singed by Fred J.
McCutcheon, Sr., owner.


SQUIRE COURT: NHDC Lacked Authority to File Bankruptcy Petition
---------------------------------------------------------------
Judge J. Leon Holmes of the U.S. District Court for the Eastern
District of Kansas affirmed the bankruptcy court's ruling granting
Centerline Credit Enhanced Partners LP and Chartermac Credit
Enhanced SLP LLC's motion to dismiss the Chapter 11 bankruptcy
petition filed by NHDC Texas Affordable Housing, Inc., on behalf of
Squire Court Partners Limited Partnership.

Centerline and Chartermac argued that the bankruptcy petition
should be dismissed because NHDC Texas lacked corporate authority
to file it, NHDC Texas filed it in bad faith, and the bankruptcy
court should abstain and dismiss the case under 11 U.S.C. section
305(a). They also moved for sanctions based on their
bad-faith-filing claim. The bankruptcy court held that NHDC Texas
filed the petition without authority and granted the limited
partners' motion to dismiss. The bankruptcy court found no evidence
that NHDC Texas filed the petition in bad faith, and it rejected
the limited partners' argument under 11 U.S.C. section 305(a). It
therefore denied their motion for dismissal on those grounds as
well as their motion for sanctions. NHDC Texas and guarantor
National Community Renaissance appealed the dismissal. The limited
partners cross-appealed, arguing that the bankruptcy court erred in
denying their motion as to bad faith, abstention under 11 U.S.C.
section 305(a), and sanctions.

The appellants principally argue on appeal that the provision in
the amended partnership agreement requiring unanimous consent of
the members to file for bankruptcy is void as a matter of federal
public policy. They contend that federal public policy provides
that only a fiduciary may decide whether an entity will or will not
seek relief under the bankruptcy code. They interpret the unanimous
consent provision as a "veto" held in the hands of self-interested
parties who have no obligation to put the partnership's interests
ahead of theirs.

They also argue that the limited partners are unable to act in the
best interests of the partnership because they stand in conflict
with partnership by way of their contribution obligations and by
way of their decision to enforce the guaranty agreement rather than
seek bankruptcy. The combination of conflicting interests and a
lack of fiduciary duties, they say, frustrates the partnership's
constitutional right to seek bankruptcy relief. The appellants
alternatively request that the case be remanded for additional
factual development.

Judge Holmes finds that the appellants have provided the Court with
no case holding that a bona fide equity owner must hold a fiduciary
position before it can vote on whether to file a bankruptcy
petition. At oral argument, the appellants argued that their
position is supported by decades of case law holding that authority
to file for bankruptcy rests with a corporation's board of
directors not the majority of shareholders. That example, though,
undercuts their argument. A corporation typically delegates the
board of directors authority to manage the business and affairs of
the corporation. The authority does not originate with the board of
directors but comes to it by corporate delegation, whether by
default statutory provisions or corporate governance documents.
Cases holding that the decision to file for bankruptcy rests with a
corporation's board of directors focus on the delegation of
authority, not the fact that the directors have fiduciary duties.

Just as the authority of a board of directors is delegated,
likewise a general partner has authority delegated to it to act on
behalf of the partnership. Sometimes that authority may include the
power to file for bankruptcy. Here, however, Squire Court did not
delegate to NHDC Texas the power to file for bankruptcy on its own
initiative. Instead, the partners retained for themselves, acting
by unanimous consent, the decision whether to file a bankruptcy
petition.

The appellants alternatively seek remand to the bankruptcy court to
determine whether the unanimous-consent provision was added after
the inception of Squire Court, whether the limited partners acted
as fiduciaries in withholding their consent, and whether National
Community Renaissance was in fiscal distress. The bankruptcy court
held an evidentiary hearing and placed no restriction on the
parties' ability to introduce evidence. Judge Holmes finds that no
reason exists to remand for another evidentiary hearing.

The bankruptcy court's factual findings are also not erroneous, and
it did not abuse its discretion in denying the limited partners'
motion for sanctions.

The appeals case is SQUIRE COURT PARTNERS LIMITED, PARTNERSHIP and
NATIONAL COMMUNITY RENAISSANCE DEVELOPMENT CORPORATION,
Appellants/Cross-Appellees, v. CENTERLINE CREDIT ENHANCED PARTNERS
LP SERIES J and CHARTERMAC CREDIT, ENHANCED SLP LLC SERIES, J.
Appellees/Cross-Appellants. WELLS FARGO BANK, N.A. Appellee, No.
4:16CV00935 JLH (E.D. Ark.)

A full-text copy of Judge Holmes' Opinion and Order is available at
https://is.gd/ptdJkM from Leagle.com.

Squire Court Partners Limited Partnership, Appellant, represented
by Eric Soderlund –eric.soderlund@judithwross.com -- Law Offices
of Judith W. Ross, pro hac vice.

Squire Court Partners Limited Partnership, Appellant, represented
by James F. Dowden, Attorney at Law, Judith W. Ross, Law Offices of
Judith W. Ross –judith.ross@judithwross.com -- pro hac vice &
Lesley C. Ardemagni – Lesley.ardemagni@judithwross.com -- Law
Offices of Judith W. Ross, pro hac vice.

National Community Renaissance Development Corporation, Appellant,
represented by David R. Weinstein --
dweinstein@weinsteinlawfirm.net -- Weinstein Law Firm, pro hac vice
& Paul Thomas Bennett -- pbennett@ramsaylaw.com -- Ramsay,
Bridgforth, Robinson and Raley LLP.

Centerline Credit Enhanced Partners LP Series J, Appellee,
represented by Martha Ruth Hagan – rhagan@bakerdonelson.com --
Baker, Donelson, Bearman, Caldwell & Berkowitz, Steven F. Griffith,
Jr., --sgriffith@bakerdonelson.com --  Baker, Donelson, Bearman,
Caldwell & Berkowitz, pro hac vice & Robert F. Tom --
rtom@bakerdonelson.com -- Baker, Donelson, Bearman, Caldwell &
Berkowitz.

Chartermac Credit Enhanced SLP LLC Series J, Appellee, represented
by Martha Ruth Hagan, Baker, Donelson, Bearman, Caldwell &
Berkowitz, Steven F. Griffith, Jr., Baker, Donelson, Bearman,
Caldwell & Berkowitz, pro hac vice & Robert F. Tom, Baker,
Donelson, Bearman, Caldwell & Berkowitz.

Wells Fargo Bank NA, Appellee, represented by Lance R. Miller --
lmiller@mwlaw.com -- Mitchell, Williams, Selig, Gates & Woodyard,
P.L.L.C. & Stanley Dale Smith -- ssmith@mwlaw.com -- Mitchell,
Williams, Selig, Gates & Woodyard, P.L.L.C.

                       About Squire Court

Squire Court Partners Limited Partnership sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E. D. Ark. Case No.
16-14816) on September 12, 2016. The petition was signed by Philip
Nelson Lee, director.

The case is assigned to Judge Richard D. Taylor.

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

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


SRC LIQUIDATION: IIMAK's Administrative Expense Claim Disallowed
----------------------------------------------------------------
Standard Register Inc. filed an objection to International Imaging
Materials, Inc.'s section 503(b)(9) claim. The issue is whether
goods were "received by" the Debtor from IIMAK within the meaning
of section 503(b)(9) of the Bankruptcy Code.

Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware sustained the objection pursuant to 11 U.S.C.
sections 502(b) and 503(b)(9) and hold that IIMAK possesses a
general unsecured non-priority claim in the amount of $46,318.16.

Considering the facts presented, Judge Shannon finds that IIMAK
failed to carry its burden to demonstrate its entitlement to an
administrative priority for the value of the goods identified in
its 503(b)(9) claim. As stipulated by the parties, these goods were
delivered by IIMAK to a common carrier (UPS) for shipping via the
Debtor’s account to a third party SRC customer during the
relevant twenty day period. The Debtor never physically possessed
the goods. Only UPS possessed the goods, and as a carrier UPS does
not qualify as an agent. The goods were never received by the
Debtor from IIMAK within the meaning of section 503(b)(9).

For these reasons, Judge Shannon sustains SRI's objection and
disallow IIMAK's administrative expense claim.

An appropriate order follows.

A full-text copy of Judge Shannon's Opinion dated July 13, 2017, is
available at:

     http://bankrupt.com/misc/deb15-10541-2236.pdf

Counsel to Standard Register, Inc.:

     Matthew P. Austria, Esquire
     Werb & Sullivan
     300 Delaware Avenue, 13th Floor
     Wilmington, DE 19801
     maustria@werbsullivan.com

            -and-

     Phillip Bohl, Esquire
     Gray Plant Mooty Mooty & Bennet, P.A.
     500 IDS Center
     80 South Eighth Street
     Minneapolis, MN 55402
     phillip.bohl@gpmlaw.com

Counsel to International Imaging Materials, Inc.:

     Michael Busenkell, Esquire
     Gellert Scali Busenkell & Brown, LLC
     1201 North Orange Street, Suite 300
     Wilmington, DE 19801
     mbusenkell@gsbblaw.com

            -and-

     Henry P. Baer, Jr., Esquire
     Finn Dixon & Herling LLP
     6 Landmark Square
     Stamford, CT
     hbaer@fdh.com

               About Standard Register

Standard Register provided market-specific insights and a
compelling portfolio of workflow, content and analytics solutions
to address the changing business landscape in healthcare,
financial
services, manufacturing and retail markets.  The Company had
operations in all U.S. states and Puerto Rico, and had 3,500
full-time employees.

The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.

The cases are pending before the Honorable Judge Brendan L.
Shannon
and are jointly administered under Case No. 15-10541.

The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.

The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.

                          *     *     *

Assets of Standard Register and its affiliates were sold to Taylor
Corp., a privately held company.  The sale to Taylor closed on
July
31, 2015.

SRC Liquidation Company, f/k/a The Standard Register Company, and
its affiliated debtors on Nov. 19, 2015, won confirmation of their
Second Amended Chapter 11 Plan of Liquidation.  The Effective Date
of the Plan occurred on Dec. 18, 2015.  The Plan proposes to pay
1%
of the allowed claims of general unsecured creditors.


STEPHEN D. MCCORMICK: 8th Cir. Disallows Melekian's Claim
---------------------------------------------------------
Debtor-appellees Steven McCormick and Karen McCormick signed a
promissory note in favor of creditor-appellant Melikian
Enterprises, LLLP. After the McCormicks defaulted on their payments
and sought bankruptcy relief, Melikian filed a proof of claim in
the bankruptcy proceeding seeking to recover a deficiency judgment.
The bankruptcy court sustained the McCormicks' objection to this
proof of claim, and the district court affirmed. The U.S. Court of
Appeals, Eighth Circuit saw no error and likewise affirmed the
decision.

At issue on appeal is whether Melikian's proof of claim against the
McCormicks is allowed. On appeal, Melikian raises four primary
issues. First, it contends that the Bankruptcy Code broadly
preempts Arizona law such that Melikian was not required to comply
with section 33-814 to preserve its claim for a deficiency. Second,
it argues that its 2012 state court suit was sufficient to satisfy
section 33-814. Third, it argues that the bankruptcy court's
exclusive jurisdiction obviated the need for a separate state court
deficiency action. Finally, it asserts that the limitations period
in section 33-814 never lapsed.

Melikian argues that the Bankruptcy Code -- specifically 11 U.S.C.
sections 362 and 502 -- impliedly preempts Arizona law. Given the
presumption against a finding of implied preemption and the
Travelers determination that, where applicable, state law plays a
vital role in determining the validity of a claim, the Eighth
Circuit holds that section 502 does not preempt Arizona Revised
Statute section 33-814. After the McCormicks sought bankruptcy
relief, Melikian was entitled to, and did, file a proof of claim in
the proceeding. Faced with the McCormicks' objection to this proof
of claim, the bankruptcy court's duty under § 502(b)(1) was to
consult applicable law to determine whether the claim was
enforceable. The applicable law in determining the validity of
Melikian's deficiency claim is section 33-814. So, the bankruptcy
court appropriately considered the effect of section 33-814 on
Melikian's deficiency claim.

Next, Melikian contends that the automatic stay provision, 11
U.S.C. section 362(a)(1), impliedly preempts section 33-814 because
the stay made it impossible to comply with the state law 90-day
time limit. The Eighth Circuit finds it unnecessary to address this
argument because, even assuming that Melikian is correct, the
outcome remains unchanged.

Melikian makes two additional arguments. First, it asserts that the
2012 state court suit was sufficient to satisfy section 33-814.
Next, it argues that the bankruptcy court's exclusive jurisdiction
obviated the need for a separate state court deficiency action.

After analyzing these arguments, the Court concludes that because
Melikian's state court action was dismissed shortly after the
trustee's sale for failure to perfect service on the defendants, it
was not "maintained" within the meaning of the Kohlhase case cited
by Melikian. Finally, regardless of the bankruptcy court's
exclusive jurisdiction, the Court finds that Melikian is not
entitled to the deficiency judgment it seeks because it failed to
meet the requirements of Arizona Revised Statute section 33-814.

For these reasons, the Eighth Circuit affirms the decision of the
bankruptcy court.

The appeals case is Melikian Enterprises, LLLP, Creditor-Appellant,
v. Steven D. McCormick; Karen A. McCormick, Debtors-Appellees, Case
No. 15-3983 (8th Cir.).

A full-text copy of the Eighth Circuit’s Decision is available at
https://is.gd/l3A4Xu from Leagle.com.

Jon R. Brakke -- jbrakke@vogellaw.com -- for Appellee.

Caren W. Stanley -- cstanley@vogellaw.com -- for Appellee.

S. Gregory Jones, for Appellant.

Stephen D. McCormick, also known as Steve D. McCormick, and Karen
A. McCormick filed a voluntary chapter 11 petition on August 29,
2012.


STONEMOR PARTNERS: Delay in 2016 Audit Credit Neg., Moody's Says
----------------------------------------------------------------
Moody's Investors Service said StoneMor Partners, L.P.'s missed
2016 audit filing deadline and the right for unsecured creditors to
send a notice of failure to deliver the audit to the company
through the trustee under the indenture governing the Caa1-rated
7.875% senior unsecured notes due 2021 are negative credit
developments as they pressure ongoing turn-around efforts at the
company, but that the B3 Corporate Family and other ratings, as
well as the negative ratings outlook, remain unchanged at this
time.

StoneMor is a provider of funeral and cemetery products and
services in the United States. As of September 30, 2016, StoneMor
operated 317 cemeteries and 105 funeral homes in the US and Puerto
Rico. The company owns 286 of these cemeteries and operates the
remaining 31 under long-term management agreements with non-profit
cemetery corporations that own the cemeteries. American
Infrastructure MLP Funds ("AIM"), a private investment firm,
controls StoneMor through its ownership of StoneMor's general
partner and owns 7% of StoneMor's outstanding limited partnership
interests. Moody's expects GAAP revenues of over $300 million in
2017.


SUPERIOR LINEN: Lender Wants Case Dismissed or Converted
--------------------------------------------------------
RD VII Investments, LLC, the first priority secured creditor of
Superior Linen, LLC, asks the Bankruptcy Court in Nevada to dismiss
or convert the Chapter 11 case of Superior Linen, LLC, to Chapter 7
liquidation.

A hearing on the request is set for Aug. 16, 2017, at 9:30 a.m.

Other than disbursing RD VII's money, and litigating officer and
director claims in another forum, there is nothing left to do in
this case, RD VII tells the Court.

RD VII is the successor-in-interest to FCC, LLC, d/b/a First
Capital, through Ares Management, L.P., the senior secured lender
of the Debtor.  RD VII has a pre-petition claim in excess of $10
million against the Debtor, which is secured by a first priority
lien against all of the Debtor's assets.

RD VII contends that, after an expensive and disappointing sale
process, which yielded far less than what the Debtor projected
and/or valued its assets at the outset of this case, the Debtor's
estate is now hopelessly insolvent, with no viable method of exit
other than conversion to Chapter 7 or dismissal.  

"The current state of affairs for the Debtor's Chapter 11 case and
ongoing professional fees and other administrative expenses cry out
for Chapter 7 or dismissal," RD VII says.

Nearly all of the Debtor's assets were sold to Las Vegas Linen,
LLC, in June 2017, and less than half of the debtor-in-possession
loan was paid back to RD VII.

As reported by the Troubled Company Reporter, Superior Linen sought
to authorize the private sale of substantially all assets to Las
Vegas Linen for $1,850,000, subject to adjustments.

As of the Petition Date, the Debtor owed RD VII Investments, LLC,
its senior secured lender, the sum of $10,535,905, and Midwest
Community Development Fund VII, L.L.C., its junior secured lender,
the sum of $8,052,998.

RD VII also provided a total of $2,100,000 in postpetition
financing in accordance with the terms of the First, Second and
Third DIP Loans.  Pursuant to the various interim and final orders
approving the DIP Loans, RD VII was granted a super-priority
priming lien in the Debtor's Chapter 11 case, subject only to a
carve outs of: (i) $125,000 for the Debtor's bankruptcy counsel and
special counsel; (ii) $100,000 to the Unsecured Creditors'
Committee; and (iii) $150,000 to Province, Inc., the Debtor's
financial advisors.

RD VII received $1,000,000 from the sale proceeds.  Other than the
receipt of $1 million, Debtor has not repaid the remaining $1.1
million of the DIP Loans, plus interest, fees and costs.

On July 12, 2017, the Debtor filed its monthly operating report for
the month ended May 31, 2017, which was the month immediately prior
to the sale.  The May 2017 MOR shows, among other things, total
income since the Petition Date (excluding the DIP Loans of
$2,100,000.00) was 7,978,543.

For the same period, the May 2017 MOR indicates total post-petition
disbursements of $9,944,560, which results in a total post-petition
loss of $1,966,107.  For the same post-petition period, the May
2017 MOR indicates accrued professional fees of $486,934.

"The Debtor now has very few assets and no significant ongoing
business operations," RD VII argues.

"All that remains to be done in the Chapter 11 case is to
distribute the remaining sale proceeds to RD VII, less the agreed
upon carve out to the Debtor's professionals. Those tasks fit
squarely within the duties of a Chapter 7 trustee, and if fact,
they are spelled out in Section 704 of the Bankruptcy Code.
Moreover, those tasks can also be readily accomplished outside of
bankruptcy."

RD VII notes that the Debtor's estate holds no unencumbered cash,
and RD VII has a super-priority secured claim (less the carve out
for the Debtor's professionals) in all remaining cash.  With RD
VII's super-priority DIP claim, along with its prepetition first
priority secured claim, it would be a virtual impossibility that
all other administrative expense claims could be paid in full, in
cash, on the effective date of a Chapter 11 plan.  The Debtor's
estate simply does not have the funds necessary to make that type
of a payment.  For a plan to be confirmable under those
circumstances, the Debtor or committee of unsecured creditors would
need to obtain the agreement of RD VII and each and every other
holder of an administrative expense claim against the Debtor's
estate to take less than payment in full in cash on the effective
date.

RD VII contends that, even if it were possible for the Debtor or
the Unsecured Creditors' Committee to cram down a plan over the
objection of RD VII and, most likely, other creditors (after no
doubt hundreds of thousands of dollars of additional litigation and
other expenses), such a plan would fail and could not go effective
under black-letter bankruptcy law.  In other words, if the
commencement of speculative litigation did not result in a "home
run" recovery of many millions of dollars, then the plan would
fail, and the Debtor's case would be right back where we are now --
with chapter 7 being the only viable option -- except that several
months and substantial estate resources would have been wasted.

"Dismissal or wind-down in Chapter 7, however, would raise none of
those concerns.  Chapter 7 is streamlined and straightforward, is
far less expensive than a Chapter 11 plan process (and the related
continuing carrying costs of administration) and cannot fail.
Chapter 7 is designed for cases like this. In Chapter 7, the
trustee will liquidate and monetize estate assets, to the extent
necessary, and distribute the proceeds in accordance with the
priority scheme set forth in the Bankruptcy Code," according to RD
VII.

RD VII also notes that Baltic Linen obtained leave to prosecute
claims against the Debtor's insiders, and is poised to pursue those
claims in other forums. Indeed, as part of RD VII's collateral
package, both the claims against officers and directors, and the
proceeds of any insurance policies relating to those claims are the
rightful collateral of RD VII. Litigating those claims and rights
is better achieved in another forum, where jurisdictional concerns
will be alleviated.

Attorneys for RD VII Investments, LLC:

     Samuel A. Schwartz, Esq.
     Bryan A. Lindsey, Esq.
     SCHWARTZ FLANSBURG PLLC
     6623 Las Vegas Blvd. South, Suite 300
     Las Vegas, Nevada 89119

Las Vegas Linen, LLC is represented in the case by:

     Brett A. Axelrod, Esq.
     E-mail: baxelrod@foxrothschild.com
             pchlum@foxrothschild.com
             mwilson@foxrothschild.com

Baltic Linen Co Inc. is represented by:

     Brandy L Brown, Esq.
     E-mail: bbrown@ajkunglaw.com
             paralegal2@ajkunglaw.com
             paralegal3@ajkunglaw.com
             attorney5@ajkunglaw.com
             paralegal5@ajkunglaw.com

                       About Superior Linen

Superior Linen, LLC, doing business as Superior Linen and Laundry
Services, a full service commercial laundry company providing the
entire spectrum of laundry services to hotels and food and beverage
managed restaurants and clubs, filed a Chapter 11 petition (Bankr.
D. Nev. Case No. 16-15388) on Sept. 30, 2016.  The petition was
signed by Robert E. Smith, chief financial officer.  

The Debtor estimated assets and debt of $10 million to $50 million
at the time of the filing.

The case is assigned to Judge Mike N. Nakagawa.  

The Debtor tapped Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC,
as bankruptcy counsel.  Paras Barnett, Esq., at Barnett &
Associates is serving as special counsel.  Province, Inc., serves
as financial and restructuring advisors.

The U.S. Trustee for Region 17 appointed three creditors to serve
on an Official Committee of Unsecured Creditors: Baltic Linen
Company, Inc., United Cleaners Supply, Inc., and Regent Apparel.
The Committee is represented by Candace C. Carlyon, Esq., and
Matthew R. Carlyon, Esq., at Morris, Polich & Purdy, LLP.


TARGA RESOURCES: Moody's Revises Outlook Stable & Affirms Ba2 CFR
-----------------------------------------------------------------
Moody's Investors Service changed Targa Resources Corp.'s outlook
to stable from negative. Moody's also affirmed Targa's Ba2
Corporate Family Rating (CFR), Ba2-PD Probability Default Rating
(PDR), SGL-3 Speculative Grade Liquidity Rating (SGL), and B1
secured bank facility rating. Moody's withdrew Targa's senior
secured term loan facility rating since the outstanding balance of
$160 million was repaid in full with borrowings under its revolver.
The Ba3 senior unsecured rating and B1 preferred stock rating of
Targa Resources Partners LP (TRP), wholly owned by Targa, were also
affirmed.

"The change in outlook to stable reflects Moody's expectations that
Targa's improving Permian footprint and ample equity funding for
projects will keep consolidated leverage around 5 times over 2018
despite increased growth capex," commented Arvinder Saluja, Moody's
Vice President -- Senior Analyst. "While the growing
Permian-focused assets reduce volumetric risk due to higher
producer activity in the basin, this will not provide meaningful
EBITDA benefit until 2018."

Issuer: Targa Resources Corp.

Affirmations:

-- Probability of Default Rating, Affirmed Ba2-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-3

-- Corporate Family Rating, Affirmed Ba2

-- Senior Secured Bank Credit Facility, Affirmed B1 (LGD 6% )

Withdrawals:

-- Senior Secured Term Loan Facility, Withdrawn , previously
    rated B1 (LGD 6%)

Outlook Actions:

-- Outlook, Changed To Stable From Negative

Issuer: Targa Resources Partners LP

Affirmations:

-- Pref. Stock Preferred Stock, Affirmed B1 (LGD 6%)

-- Senior Unsecured Regular Bond/Debentures, Affirmed Ba3 (LGD
    4%)

Withdrawals:

-- Probability of Default Rating, Withdrawn , previously rated
    Ba2-PD

-- Speculative Grade Liquidity Rating, Withdrawn , previously
    rated SGL-3

-- Corporate Family Rating, Withdrawn , previously rated Ba2

RATINGS RATIONALE

Targa's Ba2 CFR is supported by its sole ownership of TRP, its
scale and EBITDA generation which has remained sizeable despite the
volatile and low commodity prices, its track record of strong
execution of growth projects, and the meaningful and growing
proportion of fee-based margin contribution. Targa has increased
geographic diversification, more recently in the Permian Basin, and
improved business diversification through acquisitions. Targa is
building a 300 Mbbl/day NGL pipeline, expected to be in service
before mid-2019, that will connect the Permian Basin and its North
Texas system to its Mont Belvieu complex. Its Outrigger
acquisition, also in the Permian Basin, closed in March 2017 and
adds over 250,000 acres dedicated under long-term contracts from a
mix of active operators. These positive attributes are tempered by
its material exposure to the gathering and processing business,
weakness in natural gas liquids (NGL) markets that lowers its
earnings on commodity sensitive contracts, its historically
aggressive distribution policies, and volume risk.

The SGL-3 rating reflects Moody's expectation of adequate liquidity
through at least mid-2018. At March 31, 2017, Targa had $80 million
of cash, including $72 million of cash at TRP, as well as $235
million available ($435 million of borrowings outstanding) under
its $670 million senior secured revolver due February 2020. TRP had
$1.6 billion of availability under its revolver due October 2020.
Targa is solely reliant on distributable cash flow from TRP to fund
its common and preferred unit distributions after TRP's preferred
distributions. Moody's anticipates increased borrowings under the
TRP revolver to fund negative free cash flow, as growth capital
projects are completed. Both Targa and TRP were in compliance with
the covenants governing their revolving credit facilities. The
Targa revolver requires that consolidated debt/EBITDA be no greater
than 4x. Covenant calculations exclude TRP debt, and Moody's
expects Targa will maintain compliance with ample headroom. The TRP
revolver requires maintenance of EBITDA to interest expense of at
least 2.25x, debt to EBITDA no greater than 5.5x, and senior debt
to EBITDA of no greater than 4x (excluding the TRP unsecured
notes). TRP's leverage covenant calculations exclude the secured
debt at Targa. Secondary liquidity is limited as the majority of
the partnership's assets are pledged to the senior secured
creditors.

TRP's senior notes are unsecured and the creditors have a
subordinated claim to TRP's assets behind the senior secured
revolving credit facility and the accounts receivable
securitization facility. While the senior notes rating suggested
under Moody's Loss Given Default (LGD) methodology is Ba2, Moody's
believes the Ba3 rating, one notch below the Ba2 CFR, better
reflects the substantial amount of priority-claim secured debt in
the capital structure and the likelihood of increased use of the
revolver over time. The preferred units are rated B1 reflecting
their effective subordination to all of TRP's existing senior
unsecured notes and the senior secured revolving credit facility.

Targa's senior secured credit facility is rated B1 as the debt at
Targa is structurally subordinated to all the debts and preferred
equity interests at TRP. Targa's credit facility is secured by
substantially all of Targa's assets, which are essentially its
equity ownership interests in TRP.

Targa's CFR could be upgraded to Ba1 if consolidated leverage is
sustained below 4.5x, dividend coverage remains above 1.1x, and its
business mix becomes less exposed to commodity price risk. The
ratings could be downgraded if consolidated leverage is over 5.5x.
Significant delays or cost overruns on growth projects could also
pressure the ratings.

Targa Resources Corp., through its wholly-owned subsidiary Targa
Resources Partners LP, operates a portfolio of midstream energy
assets that include, gathering pipelines, gas processing plants,
NGL pipeline, NGL fractionation units, and a marine import/export
facility on the Gulf Coast.

The principal methodology used in these ratings was Midstream
Energy published in May 2017.


TIDEWATER INC: Court Enters Plan Confirmation Order
---------------------------------------------------
The United States Bankruptcy Court for the District of Delaware on
July 17, 2017, issued a written order approving the Second Amended
Joint Prepackaged Chapter 11 Plan of Reorganization of New
Orleans-based Tidewater Inc., as modified by the Confirmation
Order.

The Debtors anticipate that the effective date of the Plan will
occur, and the transactions contemplated by the Plan will be
consummated, as soon as all conditions precedent to the Plan have
been satisfied or waived.  Although the Debtors are targeting the
Effective Date to occur by the end of July 2017, the Debtors give
no assurance as to when, or ultimately if, the Plan will become
effective.  It is also possible that technical amendments could be
made to the Plan.

"We are very pleased that the court has confirmed our Plan within a
relatively short time frame," said Jeffrey M. Platt, Tidewater's
President and Chief Executive Officer, in a statement dated July
13.  "The substantial deleveraging of our balance sheet through the
recapitalization contemplated by the Plan, as well as our strong
liquidity position, should reassure our customer and vendor base of
our ongoing ability to perform our contracts and meet our
obligations while we weather the continuing headwinds in the
offshore energy industry."

"Additionally, this restructuring will position us to consider
possible targeted acquisition opportunities in an industry where
consolidation is to be expected. We are working hard to complete
the remaining steps necessary to emerge from bankruptcy by the end
of this month. Tidewater is thankful for the continued support of
our many stakeholders, including our lenders, noteholders,
stockholders, employees, customers, vendors and trade creditors.
Their support has been integral to the successful outcome of the
chapter 11 process, and we look forward to emerging in the coming
weeks as a strong, well-capitalized company, poised to continue
providing our customers with the same safe, compliant and efficient
services which have been the hallmark of our Company throughout our
history."

                          Exit Plan Terms

Pursuant to the Plan, the lenders under the Credit Agreement, the
holders of Notes, and the lessor parties to certain sale leaseback
agreements holding claims thereunder -- General Unsecured Claims --
will receive their pro rata share of:

       (a) $225 million of cash,

       (b) subject to certain considerations, common stock and,
           if applicable, new creditor warrants to purchase
           common stock, representing 95% of the pro forma common
           equity in reorganized Tidewater (subject to dilution
           by a management incentive plan and the exercise of
           warrants issued to existing stockholders under the
           Plan); and

       (c) new 8% fixed rate secured notes due in 2022 in the
           aggregate principal amount of $350 million -- New
           Secured Notes.

The Company and the Sale Leaseback Parties are not in agreement
with respect to the allowed amount of claims of the Sale Leaseback
Parties.  

Accordingly, on the Effective Date, a portion of the cash, New
Creditor Warrants, and New Secured Notes referenced above, in an
amount that the Company believes represents the maximum possible
distributions owing on account of such disputed Sale Leaseback
Claims, will be withheld from distributions to General Unsecured
Creditors and will be distributed according to the terms of the
Plan as such claims are resolved. To the extent the Sale Leaseback
Claims are resolved for less than the amount withheld, the
remainder will thereafter be distributed to holders of allowed
General Unsecured Claims pro rata.

To assure the continuing ability of certain vessels owned by the
Company's subsidiaries to engage in U.S. coastwise trade, the
number of shares of the Company's common stock that would otherwise
be issuable to the allowed General Unsecured Creditors may be
adjusted to assure that the foreign ownership limitations of the
United States Jones Act are not exceeded. The Jones Act requires
any corporation that engages in coastwise trade be a U.S. citizen
within the meaning of that law, which requires, among other things,
that the aggregate ownership of common stock by non-U.S. citizens
within the meaning of the Jones Act be not more than 25% of its
outstanding common stock.

The Plan requires that, at the time Tidewater emerges from
bankruptcy, not more than 22% of the outstanding common stock will
be held by non-U.S. citizens. To that end, the Plan provides for
the issuance of a combination of common stock of reorganized
Tidewater and the New Creditor Warrants to purchase common stock of
reorganized Tidewater on a pro rata basis to any non-U.S. citizen
among the allowed General Unsecured Creditors whose ownership of
common stock, when combined with the shares to be issued to other
General Unsecured Creditors and existing Tidewater stockholders
that are non-U.S. citizens, would otherwise cause the 22% threshold
to be exceeded.

The New Creditor Warrants will not grant the holders thereof any
voting or control rights or dividend rights, or contain any
negative covenants restricting the operation of the Company's
business. Generally, the New Creditor Warrants will be
transferrable and will be exercisable immediately at a nominal
exercise price, subject to restrictions contained in the Company's
new certificate of incorporation designed to assure the Company's
continuing eligibility to engage in coastwise trade under the Jones
Act that prohibit the exercise of such warrants where the exercise
would cause the total number of shares held by non-U.S. citizens to
exceed 24% of the Company's outstanding common stock.  Tidewater
will establish, under its charter and through DTC, appropriate
measures to assure compliance with these ownership limitations.

The Plan also provides that the Company's existing shares of common
stock will be cancelled as of the Effective Date. Existing common
stockholders of Tidewater will receive their pro rata share of
common stock representing 5% of the pro forma common equity in
reorganized Tidewater (subject to dilution by a management
incentive plan and the exercise of warrants issued to existing
stockholders under the Plan) and six-year warrants to purchase
additional shares of common stock of reorganized Tidewater. These
warrants will be issued in two tranches, with the first tranche
(the "Series A Warrants") being exercisable immediately, at an
aggregate exercise price based upon an equity value of the Company
of approximately $1.71 billion, and the second tranche (the "Series
B Warrants") being exercisable immediately, at an aggregate
exercise price based upon an equity value of the Company of $2.02
billion.

The Series A Warrants will be exercisable for a number of shares
equal to 7.5% of the sum of (i) the total outstanding shares of
common stock after completion of the transactions contemplated by
the Plan, and (ii) any shares issuable upon exercise of the New
Creditor Warrants and the Series A Warrants, while the Series B
Warrants will be exercisable for a number of shares equal to 7.5%
of the sum of (x) the total outstanding shares of common stock
after completion of the transactions contemplated by the Plan, and
(y) any shares issuable upon the exercise of the New Creditor
Warrants, the Series A Warrants, and Series B Warrants.

Like the New Creditor Warrants, the Series A Warrants and the
Series B Warrants will not grant the holders thereof any voting or
control rights or dividend rights, or contain any negative
covenants restricting the operation of the Company's business and
will be subject to the restrictions in the Company's new
certificate of incorporation that prohibit the exercise of such
warrants where such exercise would cause the total number of shares
held by non-U.S. citizens to exceed 24% of the Company's
outstanding common stock.

The Plan also provides that the undisputed claims of other
unsecured creditors such as customers, employees, and vendors, will
be paid in full in the ordinary course of business (except as
otherwise agreed among the parties).

Unless otherwise specified, the treatment set forth in the Plan and
Confirmation Order will be in full satisfaction of all claims
against and interests in the Debtors, which will be discharged on
the Effective Date. All of the Company's existing common stock will
be extinguished by the Plan.

As of July 14, 2017, the Company had 47,117,676 shares of common
stock issued and outstanding. By operation of the Plan, on the
Effective Date, all shares of the Company's common stock will be
cancelled and will permanently cease to exist, and new common
shares will be issued as set forth in the Plan.

The Plan provides that 30,000,000 New Common Shares will be issued
or reserved for issuance on the Effective Date as follows:

     * 5% to holders of existing Tidewater common stock as of
       the Effective Date, and

     * 95% to General Unsecured Creditors, which may be issued
       as New Common Shares or, if more than 22% of the
       outstanding common stock on the date of emergence would
       otherwise be held by non-U.S. citizens, in a combination
       of New Common Shares and New Creditor Warrants, which
       would be exercisable for New Common Shares.

In addition to the Effective Date Shares, the pre-emergence holders
of common stock will receive Series A Warrants and Series B
Warrants, as described above under the heading, "The Plan of
Reorganization and Treatment of Claims and Interests," for each
share of pre-emergent Tidewater common stock that they own. To
satisfy those obligations, the Company will reserve an additional
7.5% of the New Common Shares for issuance upon the potential
exercise of the Series A Warrants and an additional 7.5% for
issuance upon the potential exercise of the Series B Warrants.
Finally, the Company will reserve 8% of the New Common Shares, on a
fully-diluted basis, for issuance under the Management Incentive
Plan.

The Amended and Restated Certificate of Incorporation of the
Company, which is expected to be filed with the Secretary of State
of the State of Delaware on or prior to the Effective Date,
authorizes 128,000,000 New Common Shares, of which 125,000,000
shall be common stock, par value $0.001 per share, and 3,000,000
shall be preferred stock, without par value.

             Post-Emergence Governance and Management

On the Effective Date, and in accordance with the terms of the Plan
confirmed by the Bankruptcy Court, the term of any current members
of the board of directors of the Company will expire, and they will
resign from the board with the exception of Jeffrey M. Platt who
will remain on the board and continue in office as Chief Executive
Officer, and a new board of directors of the Company will take
office.

The Company's New Board will initially consist of:

     -- Thomas Robert Bates, Jr.,
     -- Alan Carr,
     -- Randee Day,
     -- Dick Fagerstal,
     -- Steven Newman,
     -- Larry Rigdon, and
     -- Jeffrey M. Platt

The Company's current officers will continue to serve as officers
of the Company on and after the Effective Date at the pleasure of
the New Board.

                     Management Incentive Plan

As part of the Plan, the Bankruptcy Court approved and the Company
will adopt the Tidewater Inc. 2017 Stock Incentive Plan, the
Management Incentive Plan (the "MIP"), which is an equity-based
compensation plan for key employees, officers and directors
pursuant to which the Company may issue up to 8% of the fully
diluted New Common Shares in the form of stock options, restricted
stock, restricted stock units, and other equity- or cash-based
awards on such terms and conditions as may be determined by the New
Board or a committee thereof.

               Settlement, Releases and Exculpations

The Plan incorporates an integrated compromise and settlement of
claims to achieve a beneficial and efficient resolution of the
Company's chapter 11 cases. Unless otherwise specified, the
settlement, distributions, and other benefits provided under the
Plan, including the releases and exculpation provisions included
therein, are in full satisfaction of all claims and causes of
action that could be asserted.

The Plan provides releases and exculpations for the benefit of the
Debtors, certain of the Debtors' claimholders, other parties in
interest and various parties related thereto, each in their
capacity as such, from various claims and causes of action, as
further set forth in Article X of the Plan entitled Effect of
Confirmation of Plan.

                      Assets and Liabilities

As of May 31, 2017, total assets of the Company and its
consolidated subsidiaries were approximately $4.2 billion and total
liabilities were approximately $2.4 billion. This financial
information has not been audited or reviewed by the Company's
independent registered public accounting firm and may be subject to
future reconciliation or adjustments. This information should not
be viewed as indicative of future results.

A copy of the Debtors' Second Amended Joint Plan is available at
https://is.gd/KjoTx1

A copy of the Court's Findings of Fact, Conclusions of Law, and
Order approving the Debtors' Disclosure Statement and confirming
the Plan is available at https://is.gd/MSEjrT

                       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 Paul, Weiss, Rifkind, Wharton & Garrison LLP, as
restructuring counsel, and Blank Rome LLP, as maritime counsel in
connection with restructuring discussions.

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; and three creditors to serve on the official
committee of unsecured creditors.  Counsel to the Equity Committee
are Saul Ewing LLP and Brown Rudnick LLP.  Lawyers at Whiteford,
Taylor & Preston LLC represent the Unsecured Creditors Committee.


TOLL ROAD II: Fitch Affirms BB+ Rating on $1BB Revenue Bonds
------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating for Toll Road Investors
Partnership II (TRIP II, the partnership) Dulles Greenway project's
approximately $1 billion in outstanding revenue bonds series 1999
and 2005. The Rating Outlook is Stable.

Summary: The 'BB+' rating reflects Dulles Greenway's predominantly
commuter traffic base which is susceptible to elasticity due to
nearby non-tolled alternate routes. The rating also reflects TRIP
II's short-term rate-making predictability via scheduled,
above-inflationary annual toll increases per the Virginia Highway
Corporation Act, subject to annual approval by the Virginia State
Corporation Commission (SCC) through 2020. Long-term rate-making
uncertainty remains a key credit concern as TRIP II's projected
financial profile, under stressed operating assumptions within
Fitch's rating case, relies on annual toll increases of at least 2%
to maintain metrics consistent with the rating. Credit concerns
also include the partnership's relatively weak fiscal position,
evidenced by narrow rating case 10-year average debt service
coverage ratios (DSCRs) of 1.27x and elevated leverage of 12.56x
net debt to cash flow available for debt service.

KEY RATING DRIVERS

Revenue Risk - Volume: Midrange
Healthy Service Area with Competition: Dulles Greenway benefits
from a primarily commuter base with very minimal exposure to
commercial traffic within the economically strong metro DC service
area. However, the road has experienced a sizable amount of traffic
volatility, with a traffic peak-to-trough decline of roughly 24%,
as a result of the Great Recession, some elasticity to toll
increases, and several non-tolled alternatives existing in the
vicinity. The Greenway's toll rates are higher than most peers at
roughly $0.40 peak per mile, though comparable to privately-owned
peers within similar, healthy service areas.

Revenue Risk - Price: Midrange
Short-Term Rate-Making Predictability: TRIP II's short-term
financial position is somewhat stabilized by the current
legislation, which provides for annual, above-inflationary toll
increases through 2020. TRIP II's history of raising rates above
inflation despite political issues is viewed positively. However,
rate-making ability beyond 2020 could be constrained in the event a
similar tolling arrangement is not obtained. Inadequate rate
adjustments due to political interference would warrant a downward
assessment to Weaker.

Infrastructure Development & Renewal: Midrange
Manageable Near-Term Capital Works: Dulles Greenway's 10-year,
$46.4 million cash-funded capital plan is manageable, with majority
of the plan allocated to repaving. TRIP II's ability to raise tolls
to recover capital expenses is constrained due to the current rate
framework, though presently mitigated as the Greenway is still a
relatively young asset with minimal commercial traffic exposure and
no near-term capacity constraints. However, capital needs will
likely increase as the asset ages and the partnership's long-term
ability to fund needs is currently uncertain.

Debt Structure: Midrange
Back-loaded Debt, Flexible Amortization Schedule: TRIP II's debt
structure features fixed-rate, senior debt with several bullet
maturities. TRIP II's mandatory early redemption feature is viewed
positively as it causes the partnership's debt service profile to
gradually escalate at an annual average rate of 0.76% rather than
balloon. Missing an early redemption payment is not an event of
default, though deferral of planned early redemptions could cause
debt obligations to balloon. However, this risk is partially
mitigated by the requirement to annually trap excess revenue when
the 1.25x DSCR (including early mandatory redemptions) rate
covenant is breached.

Financial Metrics
High Leverage, Narrow Coverage: TRIP II's rating case financial
profile is comparatively weaker, characterized by high leverage and
narrow DSCRs. Weaker financial metrics coupled with recent and
potential near-term rate covenant breaches are inconsistent with
investment grade. Unrestricted cash and O&M reserve balances of
nearly $8.8 million or 177 days cash on hand somewhat mitigate TRIP
II's weaker debt metrics.

PEER GROUP

Dulles Greenway's peers include similar commuter-based facilities
such as North Carolina Turnpike Authority's Triangle Expressway
System (Triangle Expressway, rated 'BBB-'/Outlook Stable) and San
Joaquin Hills Transportation Corridor Agency (SJHTCA,
'BBB-'/'BB+'/Outlook Stable). Triangle Expressway and SJHTCA's
higher senior ratings reflect higher rating case average coverage
levels of 1.4x or better.

RATING SENSITIVITIES

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

-- Failure to obtain legislative approval for adequate toll
    increases beyond 2020.
-- Traffic underperformance that pressures debt service and loan
    life coverage ratios to 1.2x or lower for a prolonged period.

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

-- Legislative approval for sufficient toll increases beyond
    2020.
-- Continued improvement in traffic growth that increases debt
    service and loan life coverage ratios at or above the 1.4x to
    1.5x range on a sustained basis.


TOMS SHOES: Moody's Lowers CFR to Caa2; Outlook Stable
------------------------------------------------------
Moody's Investors Service downgraded the ratings of TOMS Shoes,
LLC, including the company's Corporate Family Rating ("CFR") to
Caa2 from Caa1, Probability of Default Rating ("PDR") to Caa2-PD
from Caa1-PD, and senior secured term loan rating to Caa2 from
Caa1. The rating outlook is stable.

The downgrade reflects Moody's expectations that weak industry-wide
apparel and footwear conditions particularly in the wholesale
channel will make it challenging for TOMS to avoid increased
reliance on its revolver. The company has made significant progress
in its turnaround plan, including supply chain efficiencies,
product improvement, assortment optimization, and SG&A cost
savings. However, despite these improvements, TOMS credit metrics
remain very weak and its liquidity remains tight. In Moody's view
the ongoing deterioration in the apparel environment poses a threat
to TOMS' ability to grow earnings and generate positive free cash
flow. Moody's expects this to result in higher revolver reliance,
leaving the company with a limited liquidity cushion to manage any
earnings weakness.

Moody's took the following rating actions for TOMS Shoes, LLC:

-- Corporate Family Rating, downgraded to Caa2 from Caa1

-- Probability of Default Rating, downgraded to Caa2-PD from
    Caa1-PD

-- $306.5 Million Senior Secured Term Loan due 2020, downgraded
    to Caa2 (LGD4) from Caa1 (LGD4)

-- Stable outlook

RATINGS RATIONALE

The Caa2 CFR reflects TOMS' adequate but weakened liquidity,
including Moody's projections for nominal cash balances, negative
annual free cash flow generation and meaningful revolver borrowings
in the next 12-18 months. Moody's expects challenging apparel and
footwear conditions to offset the benefits of TOMS turnaround
initiatives in the near term and result in continued high leverage
and weak interest coverage. The rating also incorporates TOMS'
small scale, high fashion risk and limited revenue diversification
compared to the majority of rated apparel peers, with about half of
revenue derived from the alpargata line. The rating is supported by
the ongoing appeal of TOMS successful philanthropic-based
"one-for-one" product giveaway commitment, growth outside alpargata
shoes and channel diversification, including a sizeable e-commerce
segment.

The stable outlook reflects Moody's expectations for modestly
declining to stable earnings in the next 12-18 months and adequate
liquidity. The stable outlook also reflects that TOMS nearest debt
maturity is not until the asset-based revolver expiration in
October 2019.

The ratings could be downgraded if liquidity deteriorates for any
reason, if the probability of a distressed exchange or other
default increases, or Moody's recovery rate estimates decline. In
addition, the ratings could be pressured if it appears that TOMS'
is unable to execute its turnaround plan and grow earnings, or if
its core product and philanthropic "one-for-one" shoe giveaway
commitment is no longer resonating strongly with consumers.

The ratings could be upgraded if TOMS improves its overall
liquidity profile, including expectations for substantially reduced
revolver reliance. An upgrade would also require revenue, EBITDA
and cash flow improvement.

TOMS Shoes, LLC ("TOMS") is a designer, retailer and wholesaler
primarily of footwear under the TOMS brand. TOMS' commitment to
donating one free product for each one sold is a cornerstone of its
business strategy. The company's products are sold globally in the
wholesale channel and directly to consumers primarily through
ecommerce. Net sales for the twelve months ended March 31, 2017
were about $379 million. The company was founded by Mr. Blake
Mycoskie in 2006 and Bain Capital acquired a 50% ownership stake in
October 2014.

The principal methodology used in these ratings was Global Apparel
Companies published in May 2013.


TONAWANDA AUTO: Cash Collateral Access Has Final Approval
---------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York has entered a final order authorizing
Tonawanda Auto Sales & Service, Inc., to use cash collateral in
which secured creditors NYS Department of Taxation and Finance,
Nextgear Capital, Inc., and KeyBank N.A., f/k/a First Niagara Bank,
have or claim a lien or security interests.

As adequate protection, the Secured Creditors are granted
"rollover" replacement liens in postpetition assets of the Debtor
of the same relative priority and on the same types and kinds of
collateral as they possessed prepetition, as the same may
ultimately be determined, to the extent of cash collateral actually
used, effective as of the date of the filing of the case.

A copy of the Final Order is available at:

           http://bankrupt.com/misc/nywb17-10860-38.pdf

               About Tonawanda Auto Sales & Service

Tonawanda Auto Sales & Service, Inc., d/b/a E&M Auto Sales, is a
privately-owned New York State Limited Liability Company with its
principal place of business in Tonawanda, New York and its
principal assets located in Erie County.  The Company is in the
business of operating an used auto sales and service business and
activities incidental thereto.

Tonawanda Auto Sales filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 17-10860) on April 27, 2017.  Eiad M. Musleh, president,
signed the petition.  The Debtor estimated assets and liabilities
of less than $500,000.  

The case is assigned to Judge Michael J. Kaplan.

The Debtor tapped Gleichenhaus, Marchese & Weishaar, PC, as legal
counsel.


TVR INC: Disclosures Conditionally Approved; August 8 Plan Hearing
------------------------------------------------------------------
Judge John J. Thomas of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania conditionally approved the combined
disclosure statement and chapter 11 plan filed by TVR, Inc., on
June 25, 2017.

August 4, 2017, is fixed as the last day for submitting written
acceptances or rejections of the Plan.

August 4, 2017, is fixed as the last day for filing and serving
written objections to confirmation of the Plan.

August 7, 2017, is fixed as the last day to file with the Court a
tabulation of ballets accepting or rejecting the plan.

August 8, 2017, at 9:30 a.m. in Bankruptcy Courtroom No. 2, U.S.
Bankruptcy Court, 274 Max Rosenn U.S. Courthouse, 197 South Main
Street, Wilkes-Barre Pennsylvania, is fixed for the hearing on the
confirmation of the plan.

The Troubled Company Reporter previously reported that under the
plan, Class 2.A. general unsecured creditors will receive 5% of
their claims to the extent that the claims are dully allowed, in
quarterly installments starting on or before the end of the first
quarter following the effective date of the confirmed Plan or the
date upon which any the claim is allowed by a final non-appealable
court order, and ending 68 months thereafter.

The Combined Plan and Disclosure Statement is available at:

          http://bankrupt.com/misc/pamb16-04183-65.pdf

                         About TVR Inc.

TVR, Inc., aka Joseph's Restaurant, sought protection under
Chapter
11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 16-04183) on
Oct. 7, 2016.  The Debtor's business involves the operation of a
restaurant.  The Debtor hired John Fisher, Esq. as counsel and C
Stephen Gurdin, Jr., Esq., of Wilke-Barre PA as co-counsel.
Joseph
Flynn II serves as accountant.


UNCAS LLC: New Class Added to Connect REO's Latest Liquidation Plan
-------------------------------------------------------------------
Secured creditor Connect REO, LLC, filed with the U.S. Bankruptcy
Court for the District of Connecticut a third amended disclosure
statement explaining their third amended plan for Uncas, LLC.

This version of the plan adds a new class (Class 2) consisting of
the Allowed Claims of Connect REO, which has a second mortgage and
lien on the Owenoke Property in the amount of $2,030,031.47 as of
the Debtor's bankruptcy filing date of which is
cross-collateralized with a first mortgage on property located at
740-748 Post Road East, Wesport, Connecticut. To the extent that
Connect REO, LLC seeks to sell the Owenoke Property such shall be
pursuant to Section 1146 of the Bankruptcy Code. Connect REO, LLC,
through the Plan Administrator, will seek an exemption from the
imposition of any state or local conveyance taxes which might
otherwise be imposed.

Unsecured claimants are now classified in Class 3 and are now
impaired.

A full-text copy of Connect REO's Third Amended Disclosure
Statement is available at:

     http://bankrupt.com/misc/ctb16-50849-146.pdf

                      About Uncas LLC

Uncas, LLC, owns real estate located at 2A Owenoke Park, Westport,
Connecticut.  The property is a vacant piece of raw land.  

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Conn. Case No. 16-50849) on June 28, 2016.  The
petition was signed by Michael F. Calise, member.  At the time of
the filing, the Debtor estimated its assets and liabilities at $1
million to $10 million.

The Debtor is represented by Coan, Lewendon, Gulliver &
Miltenberger LLC.


UNIVERSAL SOFTWARE: Sept. 21 Hearing on UST Motion to Convert
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
continued the hearing to consider the request of the United States
Trustee to convert the Chapter 11 case of Universal Software
Corporation to one under Chapter 7 or, in the alternative, convert
dismiss the case.

The hearing is continued to Sept. 21, 2017 at 2:00 p.m.

Bankruptcy Judge Christopher J. Panos presides over the case.

               About Universal Software Corporation

Universal Software Corporation was formed in 1992 in Massachusetts
as an IT consulting, software development, and IT project
management services firm.  Its offices are located at 1 Olde North
Road, Chelmsford, Massachusetts.  The Debtor was a provider of IT
staffing services to various companies, itself, or through its 99%
owned affiliate USoft Technologies India Private Limited, an India
corporation. Debtor provided staffing services that placed, in
U.S.
companies, individuals in the employ of the Debtor to fill the
U.S.
companies' IT staffing requirements.  At the time of the Chapter
11
filing, the Debtor had 90 full time employees.

The Debtor filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 16-40872) on May 18, 2016.  The petition was signed by Kishore
Deshpande, president.  The Debtor is represented by George J.
Nader, Esq., at Riley & Dever, P.C.  Judge Christopher J. Panos
presides over the case.  The Debtor estimated assets of $1 million
to $10 million and estimated liabilities of $1 million to $10
million.

The Office of the U.S. Trustee appointed the Official Committee of
Unsecured Creditors on July 1, 2016.  The Committee hired
Posternak
Blankstein & Lund LLP as counsel.

                         *     *     *

As reported by the Troubled Company Reporter, Universal Software
filed a disclosure statement dated July 5, 2017, with respect to
the Debtor's Chapter 11 liquidation plan dated July 5, 2017.

The Plan is a liquidation plan in which the Debtor proposes to
distribute the proceeds received from the sale of substantially
all
of its assets to FirstTek in connection with the sale motion,
including the Carve-Out Funds, in accordance with the Plan.

Under the Plan, the Debtor will establish a fund in the amount of
$110,000, utilizing the Carve-Out Funds from which it will make
one
$110,000 dividend distribution to the general unsecured creditors
on or within 30 days following the Effective Date of confirmation
of the Plan in a pro rata amount to holders of Allowed General
Unsecured Claims.  The Debtor estimates general unsecured claims
at
approximately $2 million.

The total distribution to holders of Allowed General Unsecured
Claims will represent an estimated 5% dividend on their Allowed
Claim, depending on the ultimate amount of Allowed General
Unsecured Claims after objections, if any, are filed and a final
determination made.  This class is impaired under the Plan and
each
member is entitled to vote to accept or reject the Plan.


US VIRGIN ISLANDS: Fitch Keeps 'B' IDR on Negative Watch
--------------------------------------------------------
Fitch Ratings has maintained its Negative Rating Watch on the
Issuer Default Rating (IDR) of the United States Virgin Islands
(USVI) and the ratings of the USVI dedicated tax bonds issued by
the USVI Public Finance Authority (VIPFA).

KEY RATING DRIVERS

CAFR DISCLAIMERS: Maintenance of the Negative Watch reflects
additional disclaimers and qualified opinions on material
components of the USVI's recently released comprehensive annual
financial report (CAFR) for fiscal 2016, including the Governmental
Activities and General Funds. BDO noted a significant lack of
requisite documentation to support key financial items such as: tax
revenues, payments in lieu of taxes, income tax receivables, and
federal grants. Because of the significance of the matters leading
to the disclaimer opinions, BDO refrained from expressing an
opinion on the financial statements of these and other key funds.

SIGNIFICANT ECONOMIC AND FINANCIAL PRESSURES: The USVI is
challenged by significant financial and economic pressures that are
compounded by an extremely high liability burden. The inability to
access capital markets for debt issuance has added to the pressure
on its financial situation, with a strained liquidity position
giving rise to a sizable escalation in accounts payable.

RATING SENSITIVITY

DISCUSSION WITH INDEPENDENT AUDITOR: The Negative Watch is expected
to be resolved in the near term following Fitch's analysis of the
USVI's financial position in the context of recent audit findings
and how, if at all, those findings impact the robustness of updated
cash flow statements provided by the USVI. Fitch expects to speak
with the independent auditor in the near future.

MARGIN OF SAFETY: The IDR and security ratings could be downgraded
if Fitch believes the USVI's limited margin of safety has
diminished further given its low liquidity, significant financial
and economic pressures and extremely high liability burden.

Fitch placed the following ratings on Negative Rating Watch on Jan.
17, 2017, after the USVI experienced difficulty in securing market
access for its VIPFA matching fund revenue bonds:

-- USVI IDR rated 'B';
-- $697.8 million gross receipts tax (GRT) revenue bonds, rated
    'BB-';
-- $741.4 million senior lien matching fund revenue bonds, rated
    'BB-';
-- $147 million subordinate lien matching fund revenue bonds,
    rated 'BB-';
-- $232.2 million subordinate lien matching fund revenue bonds
    (Diageo project) series 2009A, rated 'BB-';
-- $34.9 million subordinate lien matching fund revenue bonds
    (Cruzan project) series 2009A, rated 'BB-'.

SECURITY

GRT revenue bonds issued by the VIPFA are secured by a pledge of
GRT collections deposited to the trustee in a separate escrow
account for bondholders prior to their use for general purposes.
The bonds also carry a general obligation pledge of the USVI.

The matching fund revenue bonds are special, limited obligations of
VIPFA payable from and secured by a pledge of and lien on the trust
estate of each respective indenture, primarily matching fund
revenues associated with rum production at the Cruzan and Diageo
facilities located on the USVI.

All current and future GRT and matching fund bondholders have been
provided with a statutory lien on the respective dedicated revenue
streams, following passage of legislation granting this lien by the
USVI Senate on Nov. 3, 2016. The rating on the bonds is two notches
above the USVI's IDR, reflecting Fitch's assessment that, even
though the bonds are exposed to operating risks of the territory,
bondholders benefit from enhanced recovery prospects due to the
statutory lien on the respective revenue streams for bondholders.


VAUGHAN FITNESS: Aug. 15 Plan Confirmation Hearing
--------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada has conditionally approved Vaughan Fitness's
disclosure statement dated July 5, 2017, referring to the Debtor's
plan of reorganization dated July 5, 2017.

A hearing to consider the final approval of the Disclosure
Statement is set for Aug. 15, 2017, at 1:30 p.m.

Aug. 1, 2017, is the last day for filing objections to confirmation
of the plan and for parties in interest to object to the
conditionally approved Disclosure Statement.

Aug. 8 2017, is the deadline for the ballots to be returned to
Riggi Law Office.

                    About Vaughan Fitness

Headquartered in Las Vegas, Nevada, Vaughan Fitness filed for
Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 16-14940)
on Sept. 8, 2016, estimating its assets at up to $50,000 and its
liabilities at betweeen $100,001 and $500,000.  

Seth D Ballstaedt, Esq., at The Ballstaedt Law Firm, was initially
hired to serve as the Debtor's bankruptcy counsel. The U.S. Trustee
objected to the application, and the Court denied the employment
request.

David A. Riggi, Esq., Law Office of David A. Riggi serves as the
Debtor's bankruptcy counsel.


VERSO PAPER: Moody's Lowers CFR to B2; Outlook Stable
-----------------------------------------------------
Moody's Investors Service, downgraded Verso Paper Holding LLC's
(Verso) corporate family rating (CFR) to B2 from B1, probability of
default rating (PDR) to B2-PD from B1-PD, senior secured term loan
to B3 from B2 and speculative grade liquidity rating to SGL-3 from
SGL-2. Verso rating outlook is stable.

" Verso's rating was downgraded to B2 to reflect 6 times leverage
expected this year and the challenges of continuing secular decline
in coated paper demand as customers continue to switch from paper
to digital alternatives." said Ed Sustar, Moody's Senior Vice
President.

Issuer: Verso Paper Holding LLC

Downgrades:

-- Corporate Family Rating, Downgraded to B2 from B1

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

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

-- Senior Secured Bank Credit Facility due 2021, Downgraded to B3

    (LGD4) from B2 (LGD4)

Outlook Actions:

-- Outlook, remains Stable

RATINGS RATIONALE

Verso's B2 corporate family rating primarily reflects high leverage
(expected to be 6x in 2017 and about 5x for 2018), the continuing
secular decline in the demand for coated paper, and the need for
Verso, as the dominant player in the North American coated paper
market, to regularly reduce supply to match demand reductions.
Verso's rating also reflects a lack of product diversity and the
execution risks in realizing cost reductions and the potential
transformation to other grades of paper.

Verso has adequate liquidity (SGL-3), with about $140 million of
liquidity to fund $18 million of debt repayments and Moody's
estimate of about break-even cash flow (before working capital
changes and including required pension funding and cash
restructuring costs) over the next 12 months. At March 2017, Verso
had $134 million of availability on a $375 million asset-based
revolving credit facility (unrated) that matures in July 2021 (net
of borrowing base restrictions, $157 million drawings and $78
million letter of credit) and $7 million of cash. Verso ability to
comply with its net leverage covenant (currently 1.6x versus the
2.5x covenant) is not certain as the covenant steps down to 1.75x
by the end of 2018. Most of the company's assets are encumbered.

The stable outlook reflects expectations that leverage metrics will
improve in 2018 (adjusted leverage below 5x) as EBITDA improves
from cost reductions and debt declines from term loan amortization
and required pension contributions. The rating outlook reflects
Moody's expectations of the commitment of the sector to reduce
coated paper supply in pace with ongoing demand declines.

The ratings may be upgraded if:

The company generates positive free cash flow on a sustainable
basis

Reduces debt-to-EBITDA to about 4.5 times (estimated to be around
6x for 2017) and improves retained cash flow minus capex to debt to
5% (estimated to be around 4% for 2017) on a sustainable basis.

The ratings may be downgraded if:

The company's liquidity position weakens

The operating environment and credit metrics deteriorate,
specifically if leverage increases to over 6 times (estimated to be
around 6x for 2017) on a sustained basis.

The $200 million secured term loan is rated B3, one notch below
the LGD model implied rating, given Moody's views that size of the
priority debt ($375 million ABL plus priority trade payables) is
large relative to the size of the term loan, and the lack of
balance sheet debt that ranks behind the term loan that could
provide loss absorption in the event of a default.

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.

Headquartered in Miamisburg, OH, Verso is the largest North
American coated paper producer with about 50% of the coated
freesheet market. The company emerged from Chapter 11 in July 2016.


WALTER INVESTMENT: Receives Noncompliance Notice from NYSE
----------------------------------------------------------
Walter Investment Management Corp. announced that on July 13, 2017,
it received written notification from the New York Stock Exchange
that the Company was considered to be below the compliance
standards set forth under Rule 802.01C of the NYSE Listed Company
Manual because the average closing price of the Company's common
stock fell below $1.00 over a consecutive 30 trading-day period as
of July 10, 2017.

Upon receipt of the Notice, the Company became subject to the
procedures set forth in Rule 802.01C of the NYSE Listed Company
Manual, and in accordance with such procedures, on or before
July 27, 2017, the Company expects to acknowledge receipt of the
Notice and notify the NYSE of its intention to seek to cure the
deficiency set forth therein.

The Company can regain compliance if, at any time in the six-month
period following receipt of the Notice, the closing price of its
common stock on the last trading day of any month is at least $1.00
and the 30 trading-day average closing price of its common stock on
such day is also at least $1.00.  If the Company determines that it
intends to cure the stock price deficiency by taking a corporate
action which would require approval by its stockholders, the
six-month cure period described above may be extended in accordance
with Rule 802.01C of the NYSE Listed Company Manual to allow the
Company to obtain the requisite stockholder approval no later than
its next annual meeting.  The Company is considering various
options it may take in an effort to cure this deficiency and regain
compliance with Rule 802.01C of the NYSE Listed Company Manual.

Subject to the Company's compliance with the other continued
listing requirements set forth in the NYSE Listed Company Manual,
during the applicable cure period the Company's common stock is
expected to continue to be listed and traded on the NYSE under the
symbol "WAC," but will have an added designation of ".BC" to
indicate the status of the common stock as below compliance.

Receipt of the Notice by the Company is not a violation of the
terms of, and does not constitute a default or event of default
under, any of the Company's material debt obligations.

                   About Walter Investment

Walter Investment Management Corp. and its subsidiaries --
http://www.walterinvestment.com/-- are independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans.  The Company services a wide array of loans across the
credit spectrum for its own portfolio and for GSEs, government
agencies, third-party securitization trusts and other credit
owners.  Through the consumer, correspondent and wholesale lending
channels, the Company originates and purchases residential mortgage
loans that are predominantly sold to GSEs and government agencies.
The Company also operates two supplementary businesses; asset
receivables management and real estate owned property management
and disposition.

As of March 31, 2017, Walter Investment had $16.19 billion in total
assets, $15.91 billion in total liabilities and $282.97 million in
total stockholders' equity.  Walter Investment reported a net loss
of $529.15 million for the year ended Dec. 31, 2016, compared to a
net loss of $263.19 million for the year ended
Dec. 31, 2015.

                           *    *    *

As reported by the TCR on March 22, 2017, S&P Global Ratings said
it lowered its long-term issuer credit rating on Walter Investment
Management Corp. to 'CCC' from 'B'.  The outlook is negative.  At
the same time, S&P also lowered the rating on the company's senior
secured term loan to 'CCC' from 'B' and the rating on its senior
unsecured notes to 'CC' from 'CCC+'.

The TCR reported on June 9, 2017, that Moody's Investors Service
downgraded its long-term corporate family rating on Walter
Investment Management Corp. to to Caa2 from Caa1.  The rating
action is due to the growing risk of a debt restructuring that
Moody's believes is presented by the company's depleted capital,
which is due to its continued losses.


WATER PIK: Moody's Puts B3 CFR Under Review for Upgrade
-------------------------------------------------------
Moody's Investors Service placed the ratings for Water Pik, Inc.
under review for upgrade following the announcement that the
company is being acquired for approximately $1 billion in cash by
Church & Dwight Co., Inc. (NYSE: CHD; Baa1 senior unsecured). Prior
to the acquisition announcement Water Pik had a B3 Corporate Family
Rating with a stable outlook. Moody's understands that the
acquisition of the company will be structured as a stock purchase
that CHD plans to finance with debt. Moody's will withdraw the
ratings for Water Pik if the debt is repaid in connection with the
acquisition. The acquisition is expected to close on or before
September 30, 2017 subject to applicable regulatory approvals and
customary closing conditions. If for some reason the transaction
does not close as anticipated, Water Pik's ratings will be
re-evaluated at that time.

Ratings at Water Pik, Inc. placed under review for upgrade:

B3 Corporate Family Rating;

B3-PD Probability of Default Rating;

$25 million first lien senior secured revolving credit facility due
2018 rated B2 (LGD3);

$290 million principal first lien senior secured term loan due 2020
rated B2 (LGD3); and

$130 million principal second lien senior secured term loan due
2021 rated Caa2 (LGD5).

The outlook has been changed to rating under review.

RATINGS RATIONALE

Setting aside the potential acquisition by Church & Dwight, Water
Pik's B3 Corporate Family Rating reflects the company's high debt
leverage, small revenue base, narrow product focus in two niche
categories, and competition with larger and better capitalized
players. Further, Water Pik's high customer concentration makes the
company highly dependent on shelf space allocation and promotional
activity decisions at key mass retailers. Nevertheless, these risks
are mitigated by the company's stable performance through economic
cycles, brand recognition, international presence, and high
reported market share in its categories. Water Pik's good liquidity
profile, highlighted by Moody's expectation that the company will
generate positive free cash flow over the next 12 months provides
key support to the rating.

The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.

Headquartered in Fort Collins, Colorado, Water Pik, Inc. ("Water
Pik") designs and sells consumer oral health products (primarily
water flossers), replacement showerheads and professional oral
health products (consumables used in dental cleaning and
procedures). The company has been owned by MidOcean Partners and
its affiliates (92%) and management (8%) since the July 2013 LBO of
the company. Water Pik generated approximately $265 million of net
sales for the twelve month period ended April 2, 2017.


WESLEY ENHANCED: Fitch Assigns BB Rating to 2017A/B Rev. Bonds
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the following bonds
issued by Philadelphia Authority for Industrial Development on
behalf of Wesley Enhanced Living Obligated Group (WEL OG):

-- $100.3 million senior living facilities revenue bond tax-
    exempt series 2017 A;
-- $26.3 million senior living facilities revenue bonds federally

    taxable series 2017 B.

Bond proceeds are expected to be used to refund existing debt
obligations, to pay for certain renovations and capital
improvements at various WEL OG communities/campuses, to fund future
entrance fee refunds, to pay for outstanding accounts payable, to
terminate an outstanding swap agreement, to fund a debt service
reserve fund, and to pay costs of issuance. The bonds are expected
to sell via negotiated sale the week of July 31, 2017.
Additionally, WEL's new Main Line (ML) campus is expected to be a
part of its OG following the issuance of the series 2017 bonds.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by pledged revenues of the obligated group, a
mortgage lien on various WEL communities, and a debt service
reserve fund.

KEY RATING DRIVERS

THIN OPERATIONAL PERFORMANCE: WEL's historical operational
performance has been weak as evidenced by its 105.2% operating
ratio, negative 3.2% net operating margin (NOM), and its 11.9%
NOM-adjusted in fiscal 2016 which all remain weaker than Fitch's
below investment grade (BIG) medians. Due to weak operations, WEL
will continue to rely heavily on net turnover entrance fees to
support debt service. However, pro forma maximum annual debt
service (MADS) is manageable at 12% of the WEL new OG's (including
ML) total fiscal 2016 revenues.

MIXED LIQUIDITY: WEL's historical OG had approximately $21.3
million in unrestricted cash and investments in fiscal 2016 which
translates into 162 days cash on hand (DCOH), 33.4% cash to debt,
and 3.6x cushion ratio, and all remain below Fitch's BIG medians.
However, following the issuance of the series 2017 bonds and the
inclusion of WEL's ML campus in its OG, WEL is expected to have
approximately $43.8 million in unrestricted cash, which translates
into 254 DCOH, pro forma cash to debt of 34.6%, and a pro forma
cushion ratio of 5.3x.

CONSISTENT CASH FLOW: Despite weak operations, WEL's healthy
occupancy levels and steady turnover have led to consistent cash
flow from entrance fees which totaled $6.2 million and $5.8 million
in fiscal 2016 and 2015, respectively. Historical actual annual
debt service (AADS) coverage has averaged 1.5x over the last four
fiscal years. Additionally, following the issuance of the series
2017 bonds and the inclusion of WEL's ML campus in its OG, pro
forma MADS coverage is projected to be maintained near 1.5x, which
is sufficient for its 'BB' rating level.

STRONG OCCUPANCY LEVELS: WEL's favorable pricing structure and
well-established reputation in the southeastern Pennsylvania market
has supported robust historical occupancy levels despite heavy
competition in its service area. In fiscal 2016, WEL maintained
strong occupancy across all levels of care and all four of its
campuses as evidenced by its 91% occupancy in independent living
units (ILUs), 93% occupancy in its personal care units (PCUs), and
96% in its skilled nursing (SN) beds. WEL's overall occupancy
becomes slightly diluted with the inclusion of its ML campus;
however, occupancy is anticipated to improve at ML following WEL's
renovation and repositioning of the campus.

HIGH SKILLED-NURSING EXPOSURE: WEL's resident revenue is highly
driven by its skilled nursing facility (SNF) which accounted for a
high 47% of total fiscal 2016 resident revenues (including its ML
campus). Additionally, Medicaid comprised a high 49% of total
fiscal 2016 skilled nursing net revenues. WEL's high concentration
of SN revenues leaves it susceptible to ongoing changes in the SN
landscape as well as governmental reimbursement pressures.

RATING SENSITIVITIES

OCCUPANCY AND TURNOVER MAINTENANCE: Wesley Enhanced Living's (WEL)
ability to maintain healthy occupancy and turnover levels, coupled
with a successful renovation/reposition of its new Main Line
campus, will be key to maintaining coverage levels and increasing
liquidity over the next few years. There may be positive rating
momentum if WEL maintains strong census, sufficient coverage, and
improves liquidity through its renovation/reposition of its Main
Line campus. Conversely, an inability to maintain sufficient
coverage and grow liquidity would likely put negative pressure on
the rating.


WEST TEXAS BULLDOG: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: West Texas Bulldog Oilfield Services, Inc.
        P.O. Box 4636
        Odessa, TX 79769

Business Description: Auto body parts supplier

Chapter 11 Petition Date: July 17, 2017

Case No.: 17-70126

Court: United States Bankruptcy Court
       Western District of Texas (Midland)

Judge: Hon. Tony M. Davis

Debtor's Counsel: Jesse Blanco, Jr., Esq.
                  JESSE BLANCO ATTORNEY AT LAW
                  7406 Garden Grove
                  San Antonio, TX 78250
                  Tel: (713) 320-3732
                  Fax: (210) 509-6903
                  E-mail: jesseblanco@sbcglobal.net
                          lawyerjblanco@gmail.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nicholas Solis, member.

The Debtor did not file a list of its 20 largest unsecured
creditors on the Petition Date.

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

            http://bankrupt.com/misc/txwb17-70126.pdf


WOODSIDE HOMES: S&P Affirms 'B-' CCR & 'B' Sr. Unsec. Notes Rating
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating and
'B' senior unsecured note rating on Woodside Homes Co. and removed
the ratings from CreditWatch, where they were placed with positive
implications on March 13, 2017. S&P said, "The recovery rating on
the notes is '2', reflecting our expectation of substantial
(70%-90%; rounded estimate: 80%) recovery in the event of default.


"We subsequently withdrew all ratings on Woodside and subsidiary
Woodside Homes Finance Inc. upon receiving confirmation that the
senior unsecured notes had been retired.

"Because the company will not be rated moving forward, we are
unclear as to the new parent's intentions for Woodside's capital
structure and operational strategy. However, we anticipate that
Woodside will continue to operate as a homebuilder and that the
fundamentals of the business are unchanged. We also expect the
company will aim to increase its existing market presence and
potentially grow outside its current market footprint, as the U.S.
housing recovery continues."


YMCA OF MARQ: Has Final Approval to Use Cash Collateral
-------------------------------------------------------
The Hon. Scott W. Dales of the U.S. Bankruptcy Court for the
Western District of Michigan has entered a final order approving
Young Mens Christian Association of Marquette County to use cash
collateral of United States Department of Agriculture – Rural
Development.

As reported by the Troubled Company Reporter on June 27, 2017, the
Debtor asked the Court to authorize the Debtor's stipulation with
USDA for the continued use of cash collateral until Sept. 10,
2017.

The Court has allowed the Debtor to use cash collateral to fund
payment of normal and ordinary postpetition operating expenses
(including, without limitation, the payment of post-petition
professional fees and expenses approved by the Court in accordance
with the requirements of the Code).

The Debtor will comply with the stipulation in order to provide
USDA adequate protection pursuant to Sections 361 and 363 of the
Code with respect to the indebtedness and for any diminution in the
prepetition collateral, cash or otherwise, pursuant to Section
361(2), with monthly adequate protection payments of $1000.

The Debtor's authority to use cash collateral will continue unless
or until: the Debtor fails to materially comply with the terms
recited in the motion or stipulation, a Chapter 11 trustee is
appointed, the Chapter 11 case is converted to Chapter 7, an Order
is entered dismissing this case without USDA's consent, unless
extended by written agreement between the Debtor and USDA or as
ordered by the Court.

Any unsecured creditor's committee will have 45 days from the July
11 entry of the court order to object, or to seek an extension of
time within which to object to this court order.

A copy of the Final Order is available at:

           http://bankrupt.com/misc/miwb17-90131-52.pdf

                   About YMCA Marquette County

Young Mens Christian Association of Marq has principal assets
located at 1420 Pine St Marquette, Michigan.  Young Mens Christian
Association of Marq filed a Chapter 11 petition (Bankr. W.D. Mich.
Case No. 17-90131) on May 5, 2017.  Jenna Zdunek, chief executive
director, signed the petition.  The Debtor estimated assets and
liabilities between $1 million and $10 million.  

The case is assigned to Judge Scott W. Dales.  

The Debtor is represented by Timothy C. Quinnell, Esq., at Quinnell
Law Firm, PLLC.

On June 9, 2017, the U.S. trustee for Region 9 appointed an
official committee of unsecured creditors.  Robert F. Wardrop II,
Esq., at Wardrop & Wardrop P.C. serves as the Committee's legal
counsel.


YMCA OF MARQUETTE: Has Stipulation With USDA to Continue Cash Use
-----------------------------------------------------------------
Young Mens Christian Association of Marquette County asks the U.S.
Bankruptcy Court for the Western District of Michigan to approve
its stipulation with the U.S. Department of Agriculture-Rural
Development allowing the Debtor's use of cash collateral for the
period June 17 to Sept. 30, 2017.

Copies of the Debtor's Motion and the budget are available at:

         http://bankrupt.com/misc/miwb17-90131-51.pdf
         http://bankrupt.com/misc/miwb17-90131-51-2.pdf

As reported by the Troubled Company Reporter on June 27, 2017, the
Debtor asked the Court to authorize the Debtor's stipulation with
the USDA for the continued use of cash collateral until Sept. 10,
2017.  The Court had authorized the Debtor to use cash collateral
to fund payment of its normal and ordinary postpetition operating
expenses until June 13, 2017.  

                   About YMCA Marquette County

Young Mens Christian Association of Marq has principal assets
located at 1420 Pine St., Marquette, Michigan.  It filed a Chapter
11 petition (Bankr. W.D. Mich. Case No. 17-90131) on May 5, 2017.
Jenna Zdunek, chief executive director, signed the petition.  The
Debtor estimated assets and liabilities between $1 million and $10
million.  

The case is assigned to Judge Scott W. Dales.  

The Debtor is represented by Timothy C. Quinnell, Esq., at Quinnell
Law Firm, PLLC.

On June 9, 2017, the U.S. trustee for Region 9 appointed an
official committee of unsecured creditors.  Robert F. Wardrop II,
Esq., at Wardrop & Wardrop P.C., is the Committee's legal counsel.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
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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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Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

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