TCR_Public/170810.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, August 10, 2017, Vol. 21, No. 221

                            Headlines

1011778 BC: Moody's Rates Proposed $1BB 2nd Lien Notes B3
1011778 BC: S&P Rates New $1BB 2nd Lien Secured Notes 'B-'
A & K ENERGY: Plan Filing Deadline Extended to October 30
ADVANCED SOLIDS: Sale of Equipment to Stallion for $30K Approved
AFFINITY HEALTH: IJ Citation Received for Douglas Manor, PCO Says

ALPHA NURSING: Seeks Dec. 20 Plan Filing Period Extension
ALPHA NURSING: Wants to Move Plan Filing Deadline to December 20
AMRIT FREIGHT: Case Summary & 19 Largest Unsecured Creditors
ANDREW LANTZMAN: Haerrs Buying Pittsburgh Property for $605K
BCBG MAX ARIA: Sues NYAM LLC for Royalties

BLUE LIGHT CAPITAL: Selling Escondido Property for $2.2M
BOSTWICK LABORATORIES: Combined Hearing Set for Sept. 15
BOYD GAMING: Fitch Affirms B+ IDR & Revises Outlook to Positive
BUCKTAIL MEDICAL: PCO Files Last Patient Care Report
C SWANK ENTERPRISES: Unsecureds to Get Full Payment Under Plan

CARRINGTON FARMS: Exclusive Filing Plan Period Moved to August 15
CASTLE ARCH: Trustee's Sale of Tooele Property for $605K Approved
CASTLE ARCH: Trustee's Sale of Tooele Property for $85K
CHESTON INC: Hires Prewitt CPA as Accountant
CIBER INC: Intends to File Reorganization Plan by November 6

CINCINNATI BELL: Moody's Rates Proposed 1st Lien Loans 'Ba3'
CLINE GRAIN: New Winchester's Selling Kingman Property for $24K
CONNEAUT LAKE VOLUNTEER: Case Summary & 20 Top Unsecured Creditors
CONSTELLATION MERGER: Moody's Assigns B2 Corporate Family Rating
CREEKSIDE CANCER CARE: Plan Confirmation Hearing Set for Sept. 20

CTI BIOPHARMA: Ends Second Quarter with $74.7 Million in Cash
DAVID WINSTON: Unsecureds to be Paid in Full in Over 5 Years
DORAL ACADEMY: S&P Gives BB+ Rating on 2017A/B School Bonds
DRONE LC: Plan Outline Okayed, Plan Hearing on Sept. 19
DYNEGY INC: S&P Rates $600MM Unsecured Notes Rated 'B+'

EL RANCHO OF KALAMAZOO: New Plan Increases PCIL's Monthly Payment
ELLINGTON TRUCKING: Needs Until Sept. 13 to File Chapter 11 Plan
ENERGY FUTURE: Seeks Reconsideration of $275M Breakup Fee
ENGY GROUP: Case Summary & 2 Unsecured Creditors
FLO'S LLC: Case Summary & Largest Unsecured Creditors

FOOTHILL EASTERN: Fitch Affirms BB+ Rating on $198MM Rev. Bonds
GARDNER DENVER: Moody's Assigns B2 Rating to Proposed USD Loan
GENESIS ENERGY: Moody's Rates Proposed $550MM Sr. Unsec. Notes B1
GENESIS ENERGY: S&P Affirms BB- CCR & Rates New $550MM Notes BB-
GREAT CANADIAN: GTA Bundle Win Credit Positive, Moody's Says

GREATER HOPE BAPTIST: Sept. 12 Plan Confirmation Hearing
GYMBOREE CORP: Committee Hires Protiviti as Financial Advisor
GYMBOREE CORP: Committee Taps Hahn & Hessen as Lead Counsel
GYMBOREE CORP: Committee Taps Tavenner & Beran as Local Counsel
HAVEN REAL ESTATE: Plan Outline Okayed, Status Hearing on Sept. 12

ILLINOIS COMPOUNDING: Taps Ramsay & Associates as Accountant
INC RESEARCH: S&P Cuts CCR to BB- on inVentive Deal, Outlook Pos.
INFINITI HOMES: Sept. 13 Plan and Disclosures Hearing
INNOPHOS HOLDINGS: Moody's Affirms Ba2 Corporate Family Rating
INVERSIONES ARAXI: Case Summary & 16 Largest Unsecured Creditors

J CREW GROUP: CEO Gets Salary Raise for Additional Roles
JEM REST CORP: Plan Outline Okayed, Plan Hearing on Sept. 6
KNIGHT ENERGY: Case Summary & 30 Largest Unsecured Creditors
LMCHH PCP: Disclosures Approved; Plan Outline Hearing on Sept. 25
MACBETH DESIGNS: Plan Outline Okayed, Plan Hearing on Sept. 12

MAINLINE EQUIPMENT: 9th Cir. Upholds Nixing of LA Tax Liens
MAINLINE EQUIPMENT: L.A. County Banned from Enforcing Tax Liens
MARKETS & FUN: Sept. 5 Hearing on Plan Outline and Disclosures
MIDWEST FARM: Plan Exclusivity Period Extended Through Sept. 29
MINDEN AIR: Court Approves Disclosure Statement

MSES CONSULTANTS: Hearing on Plan Confirmation Set for August 25
NATIONAL AIR CARGO: Disclosure Statement Hearing Set for Sept. 14
NORTH CENTRAL FLORIDA: Sept. 7 Hearing on Disclosure Statement
ODYSSEY ACADEMY: S&P Lowers 2015A/B Education Bonds Rating to 'BB'
PACIFIC 9: Asks Court to Approve Disclosure Statement

PAREXEL INTERNATIONAL: Moody's Assigns B2 CFR; Outlook Stable
PAREXEL INTERNATIONAL: S&P Assigns 'B' CCR, Outlook Stable
PATELKA DENTAL: Unsecureds to Get 50% of Net Annual Revenues
PET EXPRESS: Plan, Disclosures Hearing Set for Sept. 7
PETROQUEST ENERGY: Incurs $3.4-Mil. Net Loss in Second Quarter

PORTER BANCORP: Reports $9.1 Million Interest Income for Q2
POST HOLDINGS: Moody's Affirms B2 CFR & Revises Outlook to Positive
PRA HEALTH: S&P Affirms 'BB' CCR & Revises Outlook to Stable
PUERTO RICO: Oversight Board Moves to Implement Fiscal Plan
RICHARD GREGG: Selling Personal Property to Pay Alimony

ROBINSON OUTDOOR: Unsecureds to be Paid 20% Under Exit Plan
ROYAL FLUSH: Disclosure Statement Hearing Set for Sept. 5
SANDLEWOOD AFFORDABLE: S&P Alters Outlook on 2011A Bonds to Stable
SCIENTIFIC GAMES: Chief Operating Officer and President Resigns
SEARCHMETRICS INC: Court OKs 2-Week Stay to Foster Settlement

SEAWORLD PARKS: S&P Lowers CCR to B on Lowered EBITDA Forecast
SILICON ALLEY: Hearing on Plan Outline Approval Set for Sept. 19
SPECTRUM ALLIANCE: Asks Court to Approve Disclosure Statement
SPECTRUM HEALTHCARE: Unsecureds to Recoup 5% in 5 Years
STAND 2: Selling IP to Standfast Purchaser for $750K

STAPLES INC: Moody's Lowers Senior Unsecured Rating to B3
STAPLES INC: S&P Lowers CCR to B+ & Rates New $2.4BB Loan BB-
SUCCESS INC: Plan Outline Okayed, Plan Hearing on Sept. 7
SUNEDISON INC: Shareholders' Objections to Plan Confirmation Nixed
TAKATA CORPORATION: Chapter 15 Case Summary

TAKATA CORPORATION: Files for Chapter 15 to Stay U.S. Suits
TAKATA CORPORATION: Special Master Named in Wire Fraud Case
TESLA INC: Moody's Assigns B2 CFR & Rates Unsecured Notes B3
TESLA INC: S&P Affirms 'B-' Long-Term CCR, Outlook Still Negative
TEXARKANA HOTELS: Plan Outline Okayed; Plan Hearing on Sept. 19

TRANSDIGM INC: Moody's Rates $1.8BB Term Loan Due 2024 'Ba2'
TRANSDIGM INC: S&P Affirms 'B+' CCR & Rates $1.8BB Term Loan 'B+'
TRINSEO SA: S&P Rates New Senior Secured Credit Facilities 'BB+'
UNILIFE CORP: FNB Buying York Property for $3M Credit Bid
USS ULTIMATE: Upsized Loans No Impact on Moody's 'B3' CFR

VIRGINIA HIGH TECH: Exclusive Plan Filing Period Moved to Dec. 31
VOYA FINANCIAL: Fitch Affirms BB+ Rating on Jr. Sub. Notes
W&T OFFSHORE: Reports H1 Net Income of $57.6 Million
WEEKLEY HOMES: Moody's Rates Proposed $250MM Sr. Unsec. Notes B3
WEEKLEY HOMES: S&P Rates New $250MM Senior Unsecured Notes 'B+'

WESTMORELAND COAL: Reports $323 Million Revenues for Q2
WILLIAM VANDERPOOL: Deboer Buying Winter Haven Property for $162K
WORLD MARKETING: Associated Bank Loses Summary Judgment Bid
[^] Recent Small-Dollar & Individual Chapter 11 Filings

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1011778 BC: Moody's Rates Proposed $1BB 2nd Lien Notes B3
---------------------------------------------------------
Moody's Investors Service assigned a B3 rating to 1011778 B.C.
Unlimited Liability Company's ("1011778 B.C."), proposed $1.0
billion senior secured 2nd lien notes. 101778 B.C.'s existing
ratings are unchanged, including its B1 Corporate Family Rating
(CFR), B1- PD Probability of Default Rating (PDR), Ba3 first lien
bank ratings, Ba3 first lien note ratings and B3 second lien note
ratings. The company's Speculative Grade Liquidity Rating is SGL-1
and the ratings outlook is stable.

Proceeds from the proposed $1.0 billion debt offering will be used
to redeem a portion of the outstanding $2.25 billion 6.0% 2nd lien
notes due April 2022 and to pay related premiums, fees and
expenses. The proposed new 2nd lien notes rank pari passu with the
existing 2nd lien notes with regards to payment, collateral and
guarantees although Moody's does note that certain covenants are
less restrictive under the proposed new indenture. Ratings and
outlook are subject to receipt and review of final documentation.

Assignments:

Issuer: 1011778 B.C. Unltd Liability Co.

-- Senior Secured Regular Bond/Debenture, Assigned B3(LGD5)

RATINGS RATIONALE

The B1 CFR reflects 1011778 B.C.'s relatively high leverage, modest
cash flow metrics, relatively aggressive financial policy and
significant remodeling requirements of its franchisees. Moody's
also believes that high levels of promotional activities by
competitors and a value focused consumer will continue to pressure
operating performance. However, the ratings also reflect the brand
recognition and meaningful scale of the combined company,
diversified day part and food offerings which boosts returns on
invested capital and profit margins, and very good liquidity.

The stable ratings outlook reflects Moody's views that the
company's steady pipeline of new product offerings, constant focus
on costs, growth initiatives and debt reduction over and above
required amortization will result in a steady improvement in
earnings and credit metrics over the next 12-18 months with
leverage declining to under 5.5 times.

Factors that could result in an upgrade include a sustained
strengthening of debt protection metrics with debt to EBITDA
migrating towards 4.5 times and EBITA coverage of interest moving
towards 3.0 times. A higher rating would also require maintaining
very good liquidity.

Factors that could result in a downgrade include an inability to
strengthen credit metrics with debt to EBITDA exceeding 5.5 times
or EBITA to interest approaching 2.0 times on a sustained basis. A
deterioration in liquidity for any reason could also result in a
downgrade.

1011778 B.C. Unlimited Liability Company, owns, operates and
franchises 16,000 Burger King hamburger quick service restaurants,
more than 4,600 Tim Hortons restaurants and over 2,700 Popeyes
restaurants. Annual revenues are around $4.4 billion, although
systemwide sales are over $28 billion. 3G Restaurant Brands
Holdings LP, owns approximately 42% of the combined voting power
with respect to RBI and is affiliated with private investment firm
3G Capital Partners, Ltd.

The principal methodology used in this rating was Restaurant
Industry published in September 2015.


1011778 BC: S&P Rates New $1BB 2nd Lien Secured Notes 'B-'
----------------------------------------------------------
S&P Global Ratings assigned  its 'B-' issue-level rating and '6'
recovery rating to Restaurant Brands International Inc.'s
subsidiaries 1011778 B.C. Unlimited Liability Co.'s and New Red
Finance Inc.'s proposed $1 billion second-lien senior secured notes
due 2025. The '6' recovery rating indicates our expectation for
negligible  recovery (0%-10%; rounded estimate: 0%) in the event of
payment default. S&P's ratings on all other existing debt issues
remain unchanged.

The company intends to use the net proceeds from the proposed note
issuance to  redeem a portion of the outstanding 6.0% second-lien
senior notes due April  2022, and to pay related premiums, fees,
and expenses.  

The existing corporate credit rating and issue-level ratings
(including  recovery ratings) are not affected by the proposed
financings. The proposed  transaction will be largely
leverage-neutral and therefore does not materially  change the
company's credit metrics. S&P said, "We continue to expect
operating  performance will remain stable and credit measures
should improve over the  next 12-24 months primarily driven by
profit growth. We forecast leverage to  be in the 6.0x area at
fiscal year-end 2017, resulting from continued  restaurant growth
and generally flat same-store sales."

RATINGS LIST

  Restaurant Brands International Inc.
   Corporate credit rating                      B+/Stable/--

  New Ratings
  1011778 B.C. Unlimited Liability Co.
  New Red Finance Inc.
   $1 bil second-lien sr secd. notes due 2025   B-
    Recovery rating                             6(0%)


A & K ENERGY: Plan Filing Deadline Extended to October 30
---------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida extended the exclusive periods during
which only A & K Energy Conservation, Inc. may file a plan of
reorganization through October 30, 2017, and solicit acceptances of
such plan through December 29, 2017.

The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend its exclusivity periods because it
has been actively implementing programs to:

     (a) increase project based revenue;

     (b) diversify revenue mix; automate inventory control systems
and integrate inventory control systems with billing systems,
thereby reducing cash collection cycle time; and

     (c) restructure maintenance routes, thereby reducing payroll
expenses, fuel expenses, and wear and tear on rolling stock.

Accordingly, the Debtor said it needs additional time to appraise
the impact of these programs on its financial condition before
proposing a plan.

                   About A & K Energy Conservation, Inc.

A&K Energy Conservation, Inc. -- http://www.akenergy.com/-- offers
customized lighting solutions and energy management services,
including energy audits, lighting retrofits, rebate processing, and
more.

A & K Energy Conservation filed a Chapter 11 petition (Bankr. M.D.
Fla. Case No. 17-03318) on April 19, 2017. William Maloney, chief
restructuring officer, signed the petition.  The case is assigned
to Judge Catherine Peek McEwen.  The Debtor is represented by Amy
Denton Harris, Esq., and Mark F Robens, Esq., at Stichter, Riedel,
Blain & Postler, P.A. The Debtor estimated assets and liabilities
between $1 million and $10 million.

The Debtor hired Bill Maloney of Bill Maloney Consulting, as chief
restructuring officer; and Wells Houser & Schatzel, P.A., as
certified public accountant.


ADVANCED SOLIDS: Sale of Equipment to Stallion for $30K Approved
----------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Advanced Solids Control, LLC's sale of
equipment to Stallion Oilfield Services, Ltd. for $30,000.

A copy of the list of equipment attached to the Order is available
for free at:

    http://bankrupt.com/misc/Advanced_Solids_168_Order.pdf

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

The sale proceeds are to be paid to WTF Rentals, LLC as a partial
payment on its secured claim.

                  About Advanced Solids Control

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

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

The Debtor tapped William R. Davis, Jr., Esq., at Langley &
Banack,
Inc., as counsel.  Pena and Grillo PLLC serves as special counsel.


AFFINITY HEALTH: IJ Citation Received for Douglas Manor, PCO Says
-----------------------------------------------------------------
Nancy Shaffer, patient care ombudsman for Affinity Health Care
Management, Inc., Health Care Investors, Inc., d/b/a Alexandria
Manor, Health Care Alliance, Inc. d/b/a Blair Manor, Health Care
Assurance, L.L.C. d/b/a Douglas Manor and Health Care Reliance,
L.L.C. d/b/a Ellis Manor, filed a report with the U.S. Bankruptcy
Court for the District of Connecticut, subsequent to a notice
received by the Ombudsman from the Section Chief of Licensure and
Certification, Connecticut Department of Public Health, Ms. Barbara
Cass, regarding a preliminary Immediate Jeopardy situation at
Affinity home, Douglas Manor.

"Immediate Jeopardy" ("IJ") is a deficiency citation that involves
a situation in which the health and safety of the individual and/or
individuals is immediately jeopardized or in which the resident is
actually harmed.

A full-text copy of the PCO Report dated July 11, 2017, is
available at:

        http://bankrupt.com/misc/cob16-30043-768.pdf

              About Affinity Health Care Management

Affinity Health Care Management, Inc., Health Care Investors, Inc.
d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair
Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and
Health
Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home
management company.  They filed for Chapter 11 bankruptcy
protection
(Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on January 13,
2016.  Hon. Julie A. Manning presides over the cases. Elizabeth J.
Austin, Esq., Irve J. Goldman, Esq. and Jessica Grossarth, Esq.,
at
Pullman & Comley, LLC, serve as counsel to the Debtors.

In its petition, Affinity Health Care Management estimated $50,000
to $100,000 in assets and $500,000 to $1 million in liabilities.
The Debtors noted in a court filing that their total secured and
unsecured debt exceeding $16 million.

The Debtors' petitions were signed by Benjamin Fischman,
president.

A committee of unsecured creditors has been appointed and Neubert
Pepe & Monteith, P.C. has been retained as the committee's
counsel.

Nancy Shaffer was appointed patient care ombudsman for the Debtors.


ALPHA NURSING: Seeks Dec. 20 Plan Filing Period Extension
---------------------------------------------------------
Alpha Nursing & Therapy, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to extend its exclusive period for
filing a Plan of Reorganization until Dec. 20, 2017.

The Debtor is in need of additional time within which to file a
plan and disclosure statement. The debtor has several objections to
claims filed by former employees. One objection will most likely be
converted to an Adversary Proceeding, and a plan would not be
feasible without resolutions of these claims.

                     About Alpha Nursing

Alpha Nursing & Therapy, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Tex. Case No. 17-50668) on March 24, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Johnny W. Thomas, Esq.

Judy A. Robbins, the United States Trustee, appointed Thomas A.
Mackey, PhD, APRN-BC, FAAN FAANP, as the Patient Care Ombudsman
for
Alpha Nursing & Therapy, LLC.


ALPHA NURSING: Wants to Move Plan Filing Deadline to December 20
----------------------------------------------------------------
Alpha Nursing & Therapy, LLC asks the U.S. Bankruptcy Court for the
Western District of Texas to extend its exclusive period for filing
a Plan of Reorganization until December 20, 2017.

Without the requested extension, the Debtor's exclusive period
within which to file a plan will expire September 20, 2017.

The Debtor claims that it had previously agreed to file the Plan by
June 24 pursuant to a cash collateral order with the Internal
Revenue Service.  To the Debtor's understanding, the IRS would have
no objection to an exclusivity extension in view of adequate
protection payments from the Debtor at approximately $4,000 per
month beginning September 1.

The Debtor tells the Court it needs additional time within which to
file a plan and disclosure statement.  It believes that, among the
several objections to claims filed by its former employees, one
will most likely be converted to an Adversary Proceeding. As such,
the Debtor asserts that a plan would not be feasible without
resolution of the claims, and all of the parties need additional
time to complete that process.

Currently, the Debtor believes that it can file a Plan and
Disclosure Statement within 90 days from September 20.

                     About Alpha Nursing

Alpha Nursing & Therapy, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Tex. Case No. 17-50668) on March 24, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by the Law Offices of Johnny W. Thomas, Esq.

Judy A. Robbins, the United States Trustee, appointed Thomas A.
Mackey, PhD, APRN-BC, FAAN FAANP, as the Patient Care Ombudsman for
Alpha Nursing & Therapy, LLC.


AMRIT FREIGHT: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Amrit Freight Transport, Inc.
        7118 Hendrickson Lane
        Indianapolis, IN 46237

Business Description: Amrit Freight Transport Inc is a licensed
                      and bonded freight shipping and trucking
                      company running freight hauling business
                      from Indiana.

Chapter 11 Petition Date: August 8, 2017

Case No.: 17-05924

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Robyn L. Moberly

Debtor's Counsel: David R. Krebs, Esq.
                  HESTER BAKER KREBS LLC
                  One Indiana Square, Suite 1600
                  211 N. Pennsylvania Street
                  Indianapolis, IN 46204
                  Tel: 317-833-3030
                  Fax: 317-833-3031
                  E-mail: dkrebs@hbkfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jatinder Singh, president.

The Debtor's list of 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb17-05924.pdf


ANDREW LANTZMAN: Haerrs Buying Pittsburgh Property for $605K
------------------------------------------------------------
Andrew J. Lantzman and Marcella M. Lantzman ask the U.S. Bankruptcy
Court for the Western District of Pennsylvania to authorize the
sale of real property located at 2341 Englewood Drive, Pittsburgh,
Pennsylvania, to Nathan A. Haerr and Diana M. Haerr for $625,000,
subject to overbid.

The Property is the Debtors' primary residence.

The Debtors and the Buyers entered into Standard Agreement for the
Sale of Real Estate for the sale of the Property.  The Debtors
propose it to them for $625,000, free and clear of any liens,
claims and encumbrances, in certified funds payable at closing,
which will occur within 30 days after the later of the (i) Court
Order approving the sale of the Premises becoming a final and (ii)
non-appealable Order or approving confirmation of the Debtors' Plan
of Reorganization.

Notwithstanding the foregoing, upon reasonable notice to the
Debtors, the Buyers may elect to close at any time after the Order
approving the sale of the Premises becomes final and non-appealable
Order, so long as Buyers agree to pay 100% of any applicable
transfer taxes.

The Buyers' offer is further subject to these conditions:

   a. The Buyers will deposit $10,000 with Brian C. Thompson,
counsel to the Debtors, which will be placed in his firm's escrow
account.

   b. The Debtors agree that, effective as of the date the Debtors
and the Buyers entered into the Agreement of Sale and until the
Closing Date, the Premises will be kept in "as is" condition and
that all acts required with respect to any portion of the Premises
will be made in order to correct any violations of which Debtors
will receive written notice after the Effective Date from any
governmental body having jurisdiction over the Premises and in
order to allow Debtors to deliver the Premises to Purchaser in the
same condition as exists on the date hereof.

   c. The Premises will be conveyed to the Buyers with good and
marketable title as is insurable by a reputable title insurance
company at the regular rates, and will be free and clear of any
liens, encumbrances and claims to the fullest extent allowable by
the Bankruptcy Court.  All liens, encumbrances, and claims as to
the title of the property will merge into the sale proceeds.

   d. The balance of the Purchase Price will be paid to the Estate
in certified funds, or via wire transfer, at the Closing.

   e. The Hand Money Deposit will be applicable to the Purchase
Price at closing.

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

            http://bankrupt.com/misc/Andrew_Lantzman_313_Sales.pdf

Unless the Buyers elect to close prior to confirmation of the
Debtors' Plan of Reorganization (in which case, Buyers will pay the
entire amount of any applicable realty transfer stamps), the sale
of the Premises will be exempt from realty transfer stamps, and all
real estate taxes will be prorated as of the Closing Date for the
calendar year in which the Closing Date occurs based upon real
estate taxes levied in that year by each taxing body.

The proceeds of sale of the Property will be distributed as
provided for in the Debtors' Chapter 11 plan dated April 28, 2017,
and summarized as:

   a. Current real estate taxes, pro-rated to the date of closing;

   b. Court approved realtor commissions and other closing costs;

   c. The costs of advertising the sale in the local newspaper and
legal journal;

   d. Court filing fees and attorney fees to Thompson Law Group,
P.C.;
          
   e. The secured claims of Wells Fargo Bank, N.A. and The
Huntington National Bank, N.A., will be paid in full subject to a
carve-out for Administrative Attorney's fees in the approximate
amount of $30,000 to Thompson Law;

   f. The secured tax claims of the Internal Revenue Service, the
Pennsylvania Department of Revenue, Upper St. Clair School
District, and the Township of Upper St. Clair will be paid in full;
and

   g. Any remaining proceeds to be distributed to General Unsecured
Creditors.

The Debtors have filed a Motion to Approve Bidding Procedures
contemporaneously with the Motion to Approve Sale of Real Property.
The Bidding Procedures Motion and, if and when approved, the Order
of Court approving bidding procedures and other matters related to
the sales process, will be posted on the Court's EASI Web site at
http://www.pawb.uscourts.gov/

Andrew J. Lantzman and Marcella M. Lantzman sought relief under
Chapter 13 of the Bankruptcy Code on May 21, 2015.  The case was
subsequently converted to a Chapter 11 case (Bankr. W.D. Penn. Case
No. 15-21857-GLT) on Aug. 12, 2016.


BCBG MAX ARIA: Sues NYAM LLC for Royalties
------------------------------------------
Rick Archer, writing for Bankruptcy Law360, reports that BCBG Max
Azria filed a complaint on July 28, 2017, alleging that distributor
NYAM LLC owe it royalties and other amounts totaling more than
$675,000.

The amount sought include $575,000 in royalties, plus interest and
an unpaid $100,000 credit promised in a 2016 licensing agreement
between the parties, the report cites.

The Chapter 11 plan approved by the court June 23 calls for New
York-based Marquee Brands, a brand acquisition, licensing and
development company, to acquire the rights to BCBG’s intellectual
property for $108.1 million, while Hong Kong-based apparel,
footwear and fashion accessories company Global Brands would take
over marketing, sale and distribution of BCBG brands along with the
debtor's wholesale operations, online sales platform and 42
standalone brick-and-mortar locations for $23 million.

The case is BCBG Max Azria Group LLC v. NYAM LLC, case number
17-01101, in the United States Bankruptcy Court for the Southern
District of New York.

                   About BCBG Max Azria Group

BCBG Max Azria Group started with a single idea -- to create a
beautiful dress.  Founded in 1989, BCBG was named for the French
phrase "bon chic, bon genre," a Parisian slang meaning "good
style,
good attitude."  The brand embodies a true combination of European
sophistication and American spirit.  The BCBG Max Azria label is
sold online, in freestanding boutiques and partner shops at top
department stores across the globe.

BCBG Max Aria and its affiliates filed for bankruptcy (Bankr.
S.D.N.Y., Case No. 17-10466) on Feb. 28, 2017.  The Debtors
estimated assets of $100 million to $500 million and liabilities
of
$500 million to $1 billion.

Kirkland & Ellis LLP and Kirkland & Ellis International LLP
represent the Debtors as bankruptcy counsel.  The Debtors hired
Jefferies LLC as investment banker; AlixPartners LLP as
restructuring advisor; A&G Realty Partners LLC as real estate
advisor; and Donlin Recano & Company LLC as claims and noticing
agent, and administrative advisor.

On March 9, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee retained
Robert J. Feinstein, Esq., and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP, as counsel.

On July 26, 2017, the Bankruptcy Court confirmed a Chapter 11 plan
for the Debtors.  The Plan contemplates that, among other things,
(1) Marquee Brands, LLC will purchase the Debtors' intellectual
property; (2) GBG USA Inc. will purchase certain up to 43 of the
Debtors' existing retail store locations, the Debtors' wholesale
business and ecommerce business as well as inventory; and (3) the
Debtors will winddown the stores and assets not otherwise
purchased.


BLUE LIGHT CAPITAL: Selling Escondido Property for $2.2M
--------------------------------------------------------
Blue Light Capital Corp. asks of the U.S. Bankruptcy Court for the
Central District of California to authorize the sale of real
property known as 2200-2000 Felicita, Escondido, California, to
Hassan Assi for $2,150,000 or to Neilkanth Hospitality, LLC, for
$2,250,000, subject to overbid.

A hearing on the Motion is set for Aug. 28, 2017 at 9:00 a.m.
Objections, if any, must be filed no less than 14 days prior to the
hearing date.

The Property, a vacant land, may have a value of potentially
$3,140,000.  Both the Debtor and the secured creditor Wenqiang Bian
have agreed on this number.  Mr. Bian stated that this was the
value in his Proof of Claim.  The Debtor has an MAI appraisal for
this sum.  Nevertheless, the sale is taking place in the context of
the bankruptcy case, wherein the Debtor is under court order to
sell the property by Aug. 31, 2017.  

There are two potential sales of the Property: Sale A for
$2,150,000 to Assi, and Sale B for $2,250,000 to Neilkanth.  The
two sales are presented out of an abundance caution, in case either
buyer does not go forward for any reason.  The Court is asked to
confirm the highest sale, subject to the overbid procedure.

There is a bona-fide dispute as to the amount owed to the secured
creditor Mr. Bian.  Blue Light received $875,000 only from Mr.
Bian, who has withheld $60,000 of this sum in a fund control
account.  The promissory note was made for a larger amount
($1,750,000) to cover additional advances to be made by Mr. Bian.
No such advances were ever made.  Mr. Bian has made contradictory
statements regarding his claim.  In his Real Property Declaration
attached to a Motion for Relief from Stay he stated, under oath,
that the amount owed was $1,605,000.  However, on May 1, 2017, he
stated that the amount owed was $2,666,216 in a Proof of Claim
filed in this case.  This claim was challenged in Adversary 8:
17-ap-01082-MW.  This dispute constitutes the factual basis for the
Court to find a bona-fide dispute and sell the Property free of
liens.

The expected recovery is:

          a. Sale A:     Gross Proceeds            $2,150,000

                         Est. Gain                 $306,892
                         Fed. Corp. Taxes          $102,938
                         State Corp. Taxes         $27,129
                         Wenqiang Bian             $1,602,601
                             Secured Lien
                         Creditors                 $97,162
                         Property Taxes            $35,845

                         Brokers Commission        $107,500
                         Net Expenses:             $1,937,330
                         Net to Debtor             $176,825

          b. Sale B for $2,250,000 would produce another $100,000
in gross proceeds, figuring an additional $5,000 in commissions,
and a proportionate increase in estimated state and federal taxes
(marginal rates 42% approx. would produce an net recovery as
follows: $95,000-39,900=$55,l00.  Again, these numbers are
approximate. The estimate of taxes and sales expenses are based on
the sale price and the estimated gain.  These estimated numbers
come from the Debtor's information, and the tax estimate was
provided by Richard McLean, C.P.A.

A copy of the Purchase Agreements attached to the Notice is
available for free at:

     http://bankrupt.com/misc/Blue_Light_72_Sales.pdf

In case either potential buyer fails to perform, the Debtor asks
the Court to confirm the sale with the highest dollar value, in
cash, subject to overbid, under these terms:

          a. At least seven calendar days before the sale
confirmation, each overbidder must present proof, satisfactory to
the Debtor, through its counsel, that the overbidder has sufficient
funds to close escrow in accordance with the overbid within 10 days
of Court confirmation.

          b. Each overbid must come with $20,000 in certified
funds, which will be returned if the overbid is rejected.  If the
overbid is accepted, it will be forfeited to the Debtor if the
overbidder fails to close in said 10 days.

          c. Each overbidder must bid not less than $50,000 more
than the previously accepted highest bid.

          d. There are no contingencies in the overbid.

          e. The property is sold free of the liens of Mr. Bian,
whether denominated as a first or second trust deed.

          f. The proceeds of sale will be used to pay property
taxes accrued to date, of approximately $35,000.

          g. Each overbidder must provide to Debtor, through his
counsel, proof of the identity of the overbidder, along with proof
of the ability to purchase the property.

          h. All overbids must be all cash.  This means there can
be no carry back seller financing.

          i. If Mr. Bian wishes to bid, he may do so using the sum
of $1,605,000-$60,000 retained by him in fund control, or net
$1,545,000 as a credit bid.  Any other sums must be paid in cash,
and all other rules regarding overbids apply to this creditor.

          j. All overbid sales are without any warranties by the
Debtor, as the property is being sold "as-is, where-is", with no
representations of fact or law from the Debtor.

These sales are in the best interest of the creditors and the
estate as they provide for recovery to all parties.  The creditors
are paid in full, including Mr. Bian, and the Debtor receives a net
after tax recovery.  For this reason, the Debtor respectfully asks
the Court to approve the relief sought.

The Creditor can be reached at:

          Wanqiang Bian30100 Town Center Dr O 238
          Laguna Niguel, CA 92677-2064

                - or -

          Wanqiang Bian
          C/O Lake Forest Bankruptcy
          23151 Moulton Parkway
          Laguna Hills, CA 92653-1206

                  About Blue Light Capital Corp.

Blue Light Capital Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-14461) on Oct. 28,
2016.  The petition was signed by Kris Wismer, president.  At the
time of the filing, the Debtor disclosed $8.32 million in assets
and $1.61 million in liabilities.  The case is assigned to Judge
Mark S. Wallace.  The Law Offices of Alan M. Lurya is serving as
bankruptcy counsel to the Debtor.


BOSTWICK LABORATORIES: Combined Hearing Set for Sept. 15
--------------------------------------------------------
The U.S. Bankruptcy Court in Delaware is set to hold a hearing on
September 15 to consider final approval of the Chapter 11 plan for
Bostwick Laboratories, Inc. and Bostwick Laboratories Holdings,
Inc.

The court will also consider at the hearing final approval of the
companies' disclosure statement, which explains the proposed plan.
Both documents were approved on an interim basis by the court on
August 1, allowing the companies to start soliciting votes from
creditors.  

The interim order set a September 8 deadline for creditors to file
their objections and a September 5 deadline to cast their votes
accepting or rejecting the plan.

                   About Bostwick Laboratories

Founded in 1999, Bostwick Laboratories, Inc., and Bostwick
Laboratories Holdings, Inc. -- http://www.bostwicklaboratories.com/

-- operate an independent, full-service anatomic pathology
laboratory and are a specialty provider of diagnostic testing
services for urologists and gynecologists in the U.S.  The Debtors
operate a reference laboratory offering a comprehensive suite of
anatomic pathology and molecular testing services to independent
physicians nationally.

BLI is a wholly owned subsidiary of BLHI.  BLHI has no business
operations of its own.

BLI provides laboratory services to the approximately $1.3 billion
urology market, with over 15 years of experience in the field of
diagnostic and prognostic testing for the approximately 7,500
non-hospital based urologists practicing in the United States.  BLI
also has testing capabilities to serve other select subspecialty
markets outside of urology, including women's health/OBGYN,
gastroenterology, nephrology, and dermatology.

BLI has 193 employees, with 125 employees located at the laboratory
facility in Uniondale, New York.  The employees perform a variety
of critical functions relating to the business, including billing
and registration, sales and marketing, and laboratory operations.

As of the bankruptcy filing, the Debtors estimated assets in the
range of $1 million to $10 million and liabilities of up to $100
million.

In August 2014, BLI entered into a settlement agreement with the
Department of Justice, under which BLI agreed to pay the DOJ
$7,000,000.  The agreement resulted in a $3,200,000 unsecured
installment note, payable in seventeen quarterly installments,
starting June 2016 with interest at 2.25%.  The note matures in
June 2020.  As of the Petition Date, the amount owed to the DOJ is
$2,702,020.

Bostwick Laboratories, Inc., and Bostwick Laboratories Holdings,
Inc., based in Uniondale, NY, filed separate Chapter 11 petitions
(Bankr. D. Del. Case Nos. 17-10570 and 17-10572) on March 15, 2017.
The Hon. Brendan Linehan Shannon presides over the case.  David B.
Stratton, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II,
Esq., at Pepper Hamilton LLP, serve as bankruptcy counsel.  The
Debtors hired Donlin Recano & Company as claims and noticing
agent.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $50 million to $100 million in liabilities.  The
petition was signed by Tommy Hunt, CFO.

Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed on
March 23, 2017, three creditors to serve on the official committee
of unsecured creditors.


BOYD GAMING: Fitch Affirms B+ IDR & Revises Outlook to Positive
---------------------------------------------------------------
Fitch Ratings has affirmed Boyd Gaming Corp.'s (Boyd, BYD) Issuer
Default Rating (IDR) at 'B+'. In addition, Fitch has affirmed
Boyd's senior secured credit facility at 'BB+/RR1' and senior
unsecured notes at 'B+/RR4'. The Rating Outlook was revised to
Positive from Stable due to Fitch's expectation Boyd will de-lever
below 5.0x gross leverage in the next one-two years through a
combination of EBITDA growth and debt paydown.

KEY RATING DRIVERS

Improving Credit Profile: Fitch forecasts Boyd's leverage to
continue to decline, reaching 5.2x and 4.9x in 2017 and 2018,
respectively, driven by EBITDA growth from recent acquisitions and
debt paydown. An upgrade of BYD's IDR to 'BB-' is possible if
Boyd's leverage remains below 5.0x and the company's capital
allocation decisions and public comments remain in line with its
currently stated target of maintaining leverage between 4x and 5x.

FCF Supports IDR: Boyd generates healthy FCF, which creates some
cushion against potential operating pressure. Fitch expects annual
FCF before dividends in excess of $300 million through the forecast
period. Fitch expects FCF use to be balanced between debt paydown
and shareholder returns in the form of Boyd's new quarterly
dividend (~$23 million per year) and opportunistic share
repurchases. In the event of future acquisitions that drive
leverage in excess of 5x, an increase in debt paydown to delever
back below 5x in a reasonable timeframe would also support an
upgrade to 'BB-'.

Greater Las Vegas Locals Exposure: Pro forma for acquiring Las
Vegas assets, the Las Vegas Locals and Las Vegas Downtown segments
make up 38% and 8% of the company's property EBITDA, respectively.
Fitch are more optimistic on Boyd's Las Vegas segments relative to
other regional markets given the high level of economic activity in
the area; although Fitch cautions these segments showed higher
volatility during the last downturn.

Challenging Regional Gaming Markets: Over 50% of property EBITDA is
generated in the mature and, in certain cases, energy-exposed
Midwest and Southern markets (segment revenues declined 3.4% in
last 12 months ended June 30). Overall, U.S. regional markets are
up roughly 1.5% year-to-date through June on a same-store basis,
driven primarily by the continued ramp-up of newer markets, where
Boyd's presence is minimal.

REIT Risk: Fitch places a lower than 50/50 probability of a REIT
transaction occurring. Boyd had over five years to consider one
since Penn National first announced it in November 2012 and three
years since Boyd said it was considering a REIT itself. The company
still has a meaningful amount of net operating losses (NOLs), is
closely held, and its $1.5 billion of senior notes have restrictive
covenants regarding asset sales and transfers. The economic
rationale for a REIT spin-off or a sale-leaseback is becoming
diluted given the increase in trading multiples for regional gaming
operators and the prospect of a rising interest rate environment.

DERIVATION SUMMARY

Boyd's rent-adjusted leverage and FCF generation are some of the
strongest among U.S. regional gaming operators. Boyd's credit
profile is better positioned than peers Penn National Gaming and
Pinnacle Entertainment Corp. as it still owns its underlying real
estate and is not subject to the high operating leverage gaming
OpCos have from master leases. As a result, Boyd's FCFs are more
sustainable under moderate operating pressures, similar to other
more traditional gaming operators that still own their underlying
real estate (e.g. Red Rock Resorts, Eldorado Resorts). Boyd also
has outsized exposure to the Las Vegas Locals market, of which
Fitch has a more favorable view relative to other regional gaming
markets. Offsetting these positives is the cyclical nature of
regional gaming, underlying secular headwinds (including
demographic shift and alternatives to casino gaming), and the
industry's capital intensity.

KEY ASSUMPTIONS

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

-- Low single-digit same-store revenue growth for Las Vegas
    Locals and Downtown Las Vegas segments. Low single-digit
    declines in Boyd's Midwest & South segment.
-- Margins increase slightly through 2020 driven by Las Vegas
    Locals, reflecting the segment's larger scale and revenue
    flowthrough.
-- $62 million EBITDA from Aliante and Cannery assets. No
    additional acquisitions are assumed.
-- State and federal NOLs absorb all tax liability through the
    forecast horizon.
-- Capex slightly elevated in 2017 as F&B initiative winds down,
    with run-rate maintenance capex at $125 million per year
    thereafter.
-- Uses of cash include debt paydown, $23 million in annual
    dividends, and $100 million in annual share repurchases
    (Fitch's assumption).

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis assumes that Boyd would be considered a
    going-concern in bankruptcy and that the company would be
    reorganized rather than liquidated.
-- We have assumed a 10% administrative claim.
-- The going-concern EBITDA reflects stresses at Boyd's segments
    of 15%-20% below LTM levels (adjusted for recent
    acquisitions). This reflects a moderate recessionary
    environment with revenue declines of 7%-11% and 50% flow-
    through to EBITDA. This is slightly better than Boyd's
    performance in the previous recession as all three of Boyd's
    segments have not yet fully recovered to pre-recession levels.
-- Fitch's recovery analysis is based on EV multiples that are
    slightly below historical market and M&A-implied multiples.
    This is to account for the difficulty of estimating multiples
    at the time of default, which could be several years out for
    healthier issuers. Fitch assigns 6.5x multiples to the Midwest

    & South segment, 6x to Downtown and 7x to Las Vegas Locals.
    Actual M&A-implied multiples for regional assets have been
    around 7.0x-7.5x.
-- Assumes a full draw on Boyd's revolver, which has $775 million

    in capacity and $482 million in availability as of March 31,
    2017.
-- The waterfall results in a 100% recovery corresponding to an
    'RR1' recovery for the senior secured credit facility. The
    waterfall also indicated a 45% recovery corresponding to 'RR4'

    for the senior unsecured notes.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Debt/EBITDA declining and remaining below 5.0x (Fitch
    forecasts 4.9x for 2018);
-- Discretionary run-rate FCF exceeding $300 million on sustained

    basis (Fitch forecasts $308 million for 2018);
-- Regional markets remaining stable or growing on same-store
    basis.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Boyd's debt/EBITDA ratio remaining above 6.0x on a sustained
    basis (Fitch forecasts 4.9x for 2018);
-- Discretionary run-rate FCF declining towards or below $150
    million (Fitch forecasts $308 million for 2018);
-- Operating pressure with same-store revenues declining over an
    extended period;
-- Boyd pursuing a REIT spin-off or an M&A activity that would
    result in rent-adjusted leverage increasing.

LIQUIDITY

Strong Liquidity: Boyd had $482 million available on its $775
million revolver as of March 31, 2017, Fitch forecasts Boyd's FCF
at $293 million for 2017, and Boyd has no meaningful maturities
until 2021 when the revolver ($280 million outstanding as of March
31, 2017) and term loan A ($219 million prior to any required
prepayments) mature. There are no major developments and run-rate
maintenance capex of $125 million is also manageable. Boyd's strong
FCF generation allows some cushion for moderate operating stress or
a more aggressive return of shareholder value.

FULL LIST OF RATING ACTIONS

Boyd Gaming Corp.
-- IDR affirmed at 'B+'; Outlook to Positive from Stable;
-- Senior secured credit facility affirmed at 'BB+/RR1';
-- Senior unsecured notes affirmed at 'B+/RR4'.


BUCKTAIL MEDICAL: PCO Files Last Patient Care Report
----------------------------------------------------
Laura W. Patt, the Patient Care Ombudsman for The Bucktail Medical
Center, filed with the U.S. Bankruptcy Court for the Middle
District of Pennsylvania her Tenth Report as to the quality of
patient care at the Debtor's facilities, saying it would be her
last report barring any unforeseen circumstances or additional
request from the Court.

The PCO related that on July 14, 2017, an Order was filed approving
the Debtor's Amended Disclosure Statement, fixing August 18, 2017,
as the last day for filing acceptances, rejections, or objections
to the plan, and setting the confirmation hearing to be held on
September 7, 2017 at 9:30 am.  On July 18, 2017, an Amended Order
was filed approving the Amended Disclosure Statement and fixing
August 21, 2017 as the last day for filing acceptances, rejections,
or objections to the plan.

According to the PCO, the Debtor's Administration and Staff were
open and cooperative during each on-site visit.  Personnel were
fully transparent in discussing their roles and responsibilities as
well as providing any and all requested information and data.
Further, management embraced the process of having a PCO on site
and encouraged exchange between the PCO and management, which
enabled the PCO to efficiently discharge her responsibilities.

A full-text copy of the 10th PCO Report is available for free at:

           http://bankrupt.com/misc/pamb15-04297-250.pdf

                 About Bucktail Medical Center

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

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

Judge John J. Thomas presides over the case.

Kevin Joseph Petak, Esq., and James R. Walsh, Esq., at Spence,
Custer, Saylor, Wolfe & Rose, LLC, serves as counsel to the
Debtors.

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

The Debtor filed a Chapter 11 plan of reorganization on April 6,
2017, and a disclosure statement on April 17, 2017.

Laura W. Patt was appointed Patient Care Ombudsman for the Debtor.


C SWANK ENTERPRISES: Unsecureds to Get Full Payment Under Plan
--------------------------------------------------------------
C Swank Enterprises, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Pennsylvania a disclosure statement dated
Aug. 1, 2017, referring to accompany the Debtor's plan of
reorganization dated July 31, 2017.

Class 16 General Unsecured Creditors will be paid in full on the
Plan Effective Date with post-confirmation interest.  The Debtor
believes there are no unsecured creditors.

The Debtor cannot operate and fund the plan payments contemplated
by the Plan unless it has the right to lease and employ those
vehicles and machinery that C. Swank Enterprises, LLC leases to
Royal Flush.  These entities are related and their success is
dependent on each other.

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

          http://bankrupt.com/misc/pawb16-23451-238.pdf

                    About C Swank Enterprises

Headquartered in Apollo, Pennsylvania, C Swank Enterprises, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 16-23451) on Sept. 15, 2016, estimating its assets and
liabilities at between $1 million and $10 million. The petition was
signed by Carol A. Swank, managing member.

Judge Carlota M. Bohm presides over the case.

Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the
Debtor's bankruptcy counsel.

The Debtor has no unsecured creditor, according to its Chapter 11
petition.


CARRINGTON FARMS: Exclusive Filing Plan Period Moved to August 15
-----------------------------------------------------------------
Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the
District of New Hampshire has issued an order setting schedules and
deadlines relating to Carrington Farms Condominium Owners'
Association's Disclosure Statement and Plan of Reorganization dated
July 12, 2017.

The Order provides these schedules and deadlines:

     A. The hearing on the adequacy of the Disclosure Statement is
continued from September 6, 2017 at 2:00 p.m. to October 4, 2017 at
2:00 p.m.

     B. The deadline to object to the adequacy of the Disclosure
Statement is extended from August 30, 2017 to September 27, 2017.

     C. The Exclusive Filing Period is extended from July 15, 2017
to August 15, 2017.

     D. The Exclusive Acceptance Period is extended from September
15, 2017 to October 15, 2017.

On August 4, 2017, the Debtor asked the Court to continue the
hearing on the Debtor's Disclosure Statement and extend the
exclusive periods so as to give the Debtor time to make
substantial, but not complicated changes to the pending Plan of
Reorganization and the Disclosure Statement, which will necessarily
accommodate the agreements in principle reached with Sequel
Development & Management, Inc. and Belletete's Inc., as well as to
conserve the time, money and resources of the Court and the
parties.

The Debtor said Rue K. Toland, on behalf of Granite Bank f/k/a
First Colebrook Bank; Frank P. Spinella, Jr., on behalf of
Belletete's Inc.; and Peter N. Tamposi, on behalf of Sequel
Development & Management, Inc., have assented to the requested
extension.  However, Geraldine Karonis, on behalf of U.S. Trustee
Office of the U.S. Trustee, has not responded at the time of the
filing of the Exclusivity Motion.

The Debtor has also agreed to, and will assent to, a motion to be
filed by Granite Bank that extends the date by which it must answer
or otherwise plead in response to the Complaint in the adversary
proceeding captioned Carrington Farms Condominium Owners'
Association, v. Granite Bank f/k/a First Colebrook Bank (Adv. Pro.
No. 17-01047) to October 5, 2017.

                    About Carrington Farms
                Condominium Owners Association

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

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


CASTLE ARCH: Trustee's Sale of Tooele Property for $605K Approved
-----------------------------------------------------------------
Judge Joel T. Marker of the U.S. Bankruptcy Court for the District
of Utah authorized the private sale by D. Ray Strong, Trustee of
the Consolidated Legacy Debtors Liquidating Trust and the Chapter
11 Trustee, and post-confirmation estate representative for the
consolidated bankruptcy estates of Castle Arch Real Estate
Investment Co., LLC, CAOP Managers, LLC, Castle Arch Kingman, LLC,
Castle Arch Smyrna, LLC, Castle Arch Secured Development Fund, LLC,
and Castle Arch Star Valley, LLC, of the real property located at
approximately 2000 North Droubay Road, Tooele, Utah, and affiliated
water rights located in the Property, to Samuel D. Howard for
$605,000.

The sale is free and clear of all interests.

The Trustee conducted an auction where the highest and best bid
received was made by the Buyer, and the second highest bid received
was made by Land Development, LLC, in the amount of $600,000.

The Trustee is authorized to pay from the gross proceeds of the
sale property taxes and the costs of sale, including the real
estate commission as set forth in the Sale Motion, and to pay the
allowed secured claim of Southern Properties in Northern Dollars,
LLC.

                 About Castle Arch Real Estate

Castle Arch Real Estate Investment Company, LLC, in Salt Lake City,
Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No.
11-35082) on Oct. 17, 2011, together with several affiliates. The
petitions were signed by Trent Waddoups, CEO/president.  Judge
Joel T. Marker presides over the case.  Michael L. Labertew, Esq.,
at Labertew & Associates, LLC, served as counsel to the Debtors.
In its petition, Castle Arch Real Estate Investment Company
scheduled $2,818,931 in assets, and $40,863,600 in debt.

The other filing affiliates are CAOP Managers, LLC; Castle Arch
Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle
Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch
Opportunity Partners I, LLC; and Castle Arch Opportunity Partners
II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and
11-35246, (Substantively Consolidated), Case Nos. 11-35241 and
11-35240, (Jointly Administered).

On May 3, 2012, the Court entered an order appointing D. Ray Strong
as the Chapter 11 bankruptcy Trustee for CAREIC, and in that
capacity he managed each of the other Legacy Debtors.  Peggy Hunt,
Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt
Lake City, Utah, argue for the Chapter 11 Trustee.

On Feb. 8, 2013, the Court entered an Order substantively
consolidating the Legacy Debtors.

On June 7, 2013, the Bankruptcy Court entered an order confirming
the Chapter 11 Trustee's Second Amended Plan of Liquidation Dated
Feb. 25, 2013.  The Confirmation Order designated the Trustee as
the post-confirmation estate representative for the Legacy
Debtors.

The Confirmed Plan became effective on July 22, 2013.


CASTLE ARCH: Trustee's Sale of Tooele Property for $85K
-------------------------------------------------------
Judge Joel T. Marker of the U.S. Bankruptcy Court for the District
of Utah authorized D. Ray Strong, Trustee of the Consolidated
Legacy Debtors Liquidating Trust and the Chapter 11 Trustee, and
post-confirmation estate representative for the consolidated
bankruptcy estates of Castle Arch Real Estate Investment Co., LLC,
CAOP Managers, LLC, Castle Arch Kingman, LLC, Castle Arch Smyrna,
LLC, Castle Arch Secured Development Fund, LLC, and Castle Arch
Star Valley, LLC, to sell the real property located at
approximately 2000 North Droubay Road, Tooele, Utah, with tax
parcel ID number 03-014-0-0020, outside the ordinary course of
business to Samuel D. Howard for $85,000.

The sale is free and clear of all interests.

The Trustee conducted an auction where the highest and best bid
received was made by the Buyer, and the second highest bid received
was made by Land Development, LLC.

The Trustee is authorized to pay from the gross proceeds of the
sale property taxes and the costs of sale, including the real
estate commission as set forth in the Sale Motion.

                  About Castle Arch Real Estate

Castle Arch Real Estate Investment Company, LLC, in Salt Lake
City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case
No. 11-35082) on Oct. 17, 2011, together with several affiliates.
The petitions were signed by Trent Waddoups, CEO/president.  Judge
Joel T. Marker presides over the case. Michael L. Labertew, Esq.,
at Labertew & Associates, LLC, served as counsel to the Debtors.
In its petition, Castle Arch Real Estate Investment Company
scheduled $2,818,931 in assets, and $40,863,600 in debt.

The other filing affiliates are CAOP Managers, LLC; Castle Arch
Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle
Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch
Opportunity Partners I, LLC; and Castle Arch Opportunity Partners
II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and
11-35246, (Substantively Consolidated), Case Nos. 11-35241 and
11-35240, (Jointly Administered).

On May 3, 2012, the Court entered an order appointing D. Ray
Strong as the Chapter 11 bankruptcy Trustee for CAREIC, and in
that
capacity he managed each of the other Legacy Debtors.  Peggy Hunt,
Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt
Lake City, Utah, argue for the Chapter 11 Trustee.

On Feb. 8, 2013, the Court entered an Order substantively
consolidating the Legacy Debtors.

On June 7, 2013, the Bankruptcy Court entered an order confirming
the Chapter 11 Trustee's Second Amended Plan of Liquidation Dated
Feb. 25, 2013. The Confirmation Order designated the Trustee as
the post-confirmation estate representative for the Legacy
Debtors.

The Confirmed Plan became effective on July 22, 2013.


CHESTON INC: Hires Prewitt CPA as Accountant
--------------------------------------------
Cheston Inc. d/b/a Christies Sports Bar seeks authority from the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, to employ Prewitt CPA, PLLC as its accountant.

Hourly rates charged by the Firm are:

    John Mark Prewitt   $250.00/hour
    Ken Herman          $150.00/hour
    Jordan Tudman       $75/hour

John Mark Prewitt attests that the Firm does not hold or represent
any interest adverse to the Debtor's estate, and the Firm is a
"disinterested person" as that phrase is defined in Sec. 101(14) of
the Bankruptcy Code.

The Firm can be reached through:

     John Mark Prewitt, CPA
     PREWITT CPA, LLC
     4245 N Central Expy #235
     Dallas, TX 75205
     Tel: 214-528-4511

                      About Cheston, Inc.

Cheston, Inc., operates a sports bar named Christies Sports Bar on
McKinney Avenue in Dallas, Texas.  Cheston, Inc., filed a Chapter
11 petition (Bank. N.D. Tex. Case No. 17-32076) on May 29, 2017,
disclosing under $1 million in both assets and liabilities.

The Debtor is represented by Howard Marc Spector, Esq., and Nathan
M. Johnson, Esq., at Spector & Johnson, PLLC.


CIBER INC: Intends to File Reorganization Plan by November 6
------------------------------------------------------------
CIBER Inc. and its affiliates request the US Bankruptcy Court for
the District of Delaware to extend by approximately 90 days the
periods during which the Debtors have the exclusive right to (a)
file a chapter 11 plan through November 6, 2017, and (b) solicit
acceptances thereof through January 5, 2018.

A hearing on the Debtors' Motion will be held September 19, 2017 at
10:00 a.m.  Objections are due on August 18.

On May 19, 2017, the Court approved the Debtor's sale of certain
assets to HTC Global Ventures, LLC.  The Sale closed on June 8,
following a successful auction process that yielded significant
proceeds for distribution to creditors.

Since that time, the Debtors claim they have been working
diligently to formulate, and ultimately implement, a plan of
liquidation that efficiently and effectively distributes their
remaining assets, creates a post-effective date management and
governance structure, and winds down the Debtors' estates.

Additionally, the Debtors assert that they must address
approximately 600 filed claims in an aggregate liquidated amount of
approximately $150 million with the goal of maximizing recoveries
for the Debtors' stakeholders. To this end, during the Exclusive
Periods, the Debtors allege that they will be reconciling and
filing objections to claims, seeking to estimate large claims as
appropriate, and negotiating resolutions with claimants in order to
make distributions on the effective date of the Plan or as soon as
reasonably practicable thereafter.

As such, the Debtors believe that any disruption caused by the
filing of a competing plan while the Debtors are in the process of
drafting and negotiating the Plan would only distract the Debtors
and other parties in interest from making distributions and
completing the chapter 11 process.

Recently, the Debtors aver that they engaged discussions with the
Committee and other parties in interest on the terms of the Plan in
an effort to achieve agreement from key parties on a consensual
path forward. Although those discussions are ongoing, the Debtors
believe that they will be able to proceed toward a consensual and
successful conclusion of these Chapter 11 Cases.

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

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

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

The Hon. Brendan Linehan Shannon presides over the case.  

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

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


CINCINNATI BELL: Moody's Rates Proposed 1st Lien Loans 'Ba3'
------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 (LGD2) rating to
Cincinnati Bell Inc.'s (CBB) proposed senior secured 1st lien
credit facility which consists of a $180 million revolver due 2022
and a $600 million term loan B due 2024. Proceeds from the term
loan will be used to fund the acquisition of OnX Enterprise
Solutions Ltd. (OnX), repay CBB's existing term loan B, and pay
fees and expenses associated with the transaction. The acquisition
of OnX is expected to close during the fourth quarter of 2017.

Moody's, in a July 10, 2017 announcement about CBB's anticipated
acquisitions of OnX and Hawaiian Telcom Communications, Inc.
(HCOM), indicated that the company's unsecured debt would likely be
downgraded from B3 based on an originally proposed financing
structure that included $950 million of new secured term loan debt
to help fund these acquisitions and refinance existing secured
debt. With this reduced new term loan issuance of $600 million
Moody's unsecured instrument level rating for CBB will now remain
unchanged at B3. Further, when CBB issues an expected $350 million
of incremental unsecured debt later in the year to help finance the
acquisition of HCOM, the increased level of total unsecured debt
will likely result in a one notch upgrade to this new credit
facility from the Ba3 assigned. The acquisition of HCOM is expected
to close during the second half of 2018 following a regulatory
review process.

Assignments:

Issuer: Cincinnati Bell Inc.

-- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD 2)

RATINGS RATIONALE

CBB's B2 corporate family rating reflects the company's legacy
market position as an incumbent local telecommunications provider
and its evolving fiber-based business model, offset by relatively
high, pre-acquisition leverage of 4.3x (Moody's adjusted) as of
June 30, 2017. Moody's forecasts the OnX and HCOM acquisitions to
be credit neutral. CBB has been investing heavily in the expansion
of a fiber network primarily in its Greater Cincinnati footprint
and repositioning itself as a competitive provider of broadband
data, voice and video services to residential, commercial and
carrier customers. The company is also committed to growing its
enterprise-focused IT (information technology) services business,
which includes managed infrastructure services, telephony and IT
equipment sales, and professional IT staffing services. Post the
close of OnX and HCOM, about 50% of CBB's revenue will be derived
from network-based assets with the remainder from the lower margin
IT services business. Moody's views CBB's fiber network investment
and IT business strategy as credit positive in the long term based
on expectations for a lessening of capital intensity and improved
cash flows from customer growth. The acquisitions of OnX and HCOM
will help strengthen CBB's business positioning through increased
scale, cost synergies, geographic diversification, and market
growth opportunities. With slowing capital spending and recent and
future planned cost cutting, CBB will begin to significantly ramp
free cash flow generation beginning in 2018 and beyond following
high negative free cash flow in recent years.

The stable rating outlook is based on Moody's expectations that CBB
will expand the profitability of its IT services segment through
the successful integration of OnX's broader geographic business,
and continue to deliver profitable growth in the broadband data,
voice and video offerings of its network segment following the
acquisition of HCOM.

Moody's could upgrade CBB if leverage is below 4x and the company
generates sustained positive free cash flow. The rating could be
downgraded if CBB's liquidity or profitability weakens materially,
or if leverage was greater than 6x for an extended period of time.

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

With headquarters in Cincinnati, Ohio, Cincinnati Bell Inc. is a
full-service regional provider of broadband data, voice and video
services, a provider of managed information technology services,
and a reseller of IT and telephony equipment. The company's
anticipated acquisitions of OnX Enterprise Solutions Ltd., a
provider of technology services and solutions to enterprise
customers in the US, Canada and the UK, and Hawaiian Telcom
Communications, Inc., a leading provider of voice, video,
broadband, data center and cloud solutions in Hawaii, will nearly
double the company's $1.2 billion of revenue generated for the 12
months ended June 30, 2017.


CLINE GRAIN: New Winchester's Selling Kingman Property for $24K
---------------------------------------------------------------
New Winchester Properties, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Indiana a motion to sell by
auction, nunc pro tunc to June 29, 2017, the real property located
at 625 E. State Street, Kingman, Indiana, Parcel Id. No.
23-15-36-118-001.000-021, which contains approximately 1.787 acres,
to Rick Patton for $24,380.  

New Winchester filed the sale motion on Aug. 4, 2017.  The
objection deadline is Aug. 28, 2017.  If no objections are filed by
Aug. 28, 2017, then the Court may grant the relief requested in the
Sale Motion without further notice or hearing.

                    About Cline Grain, et al.

Cline Grain, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ind. Case Nos. 17-80004) on Jan. 3,
2017.  Chapter 11 petitions were also simultaneously filed by
Cline
Transport, Inc. (Case No. 17-80005), New Winchester Properties,
LLC
(17-80006), Michael B. Cline and Kimberly A. Cline (Case No.
17-00013) and Allen L Cline and Teresa A. Cline (Case No.
17-00014).  Allen Cline, as authorized representative, signed the
petitions.

The cases are assigned to Judge Jeffrey J. Graham.  On Jan. 10,
2017, the Court ordered the joint administration of all the
Debtors' cases under Case No. 17-80004.

The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.

At the time of the filing, the Debtors reported these assets and
liabilities:

                                     Estimated   Estimated
                                      Assets    Liabilities
                                    ----------  -----------
       Cline Grain, Inc.               $0-$50K    $1M-$10M
       Cline Transport, Inc.        $500K-$1M     $1M-$10M
       New Winchester Properties     $10M-$50M    $1M-$10M

No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.


CONNEAUT LAKE VOLUNTEER: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: Conneaut Lake Volunteer Fire Department of Conneaut Lake   
        
        Borough and Sadsbury Township
        11877 Conneaut Lake Road
        Conneaut Lake, PA 16316

Business Description: The Conneaut Lake Volunteer Fire
                      Department provides fire protection services

                      in the borough of Conneaut Lake and the
                      southern and eastern portions of neighboring
                      Sadsbury Township.  It previously sought
                      bankruptcy protection on Jan. 12, 2016
                      (Bankr. W.D. Pa. Case No. 16-10019).

Chapter 11 Petition Date: August 8, 2017

Case No.: 17-10818

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Erie)

Judge: Hon. Thomas P. Agresti

Debtor's Counsel: Daniel P. Foster, Esq.
                  FOSTER LAW OFFICES, LLC
                  PO Box 966
                  Meadville, PA 16335
                  Tel: 814.724.1165
                  Fax: 814.724.1158
                  E-mail: dan@mrdebtbuster.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Timothy Latta, president.

The Debtor's list of 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pawb17-10818.pdf


CONSTELLATION MERGER: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned Constellation Merger Sub Inc.
new ratings in anticipation of its leveraged buyout of previously
rated ClubCorp Club Operations, Inc. (formerly B1 Corporate Family
Rating, or CFR), including a CFR and Probability of Default Rating
of B2 and B2-PD, respectively. At the same time, Moody's assigned
B1 ratings to each of the company's newly proposed senior secured
credit facilities, which will consist of a $1.125 billion 7-year
first lien term loan B and a $175 million 5-year first lien
revolver. In addition, Moody's assigned a Caa1 rating to the
company's newly proposed $475 million 8-year senior unsecured
notes. The rating outlook is stable. Constellation Merger Sub Inc.
will be renamed ClubCorp Holdings, Inc. following completion of the
pending acquisition. All ratings for the pre-LBO entity will be
withdrawn upon closing of this transaction as all previously rated
debt is being refinanced.

Proceeds from the proposed $1.125 billion term loan and $475
million of unsecured notes together with approximately $635 million
of new sponsor equity from Apollo Global Management, LLC (Apollo)
and $32 million of ClubCorp balance sheet cash will be used to
repay existing debt of approximately $1 billion, purchase the
equity of ClubCorp for roughly $1.1 billion, and pay estimated
transaction fees, OID, and debt redemption premium of $134 million.
Also, approximately $103 million of existing (unrated) debt,
primarily comprised of capital lease obligations and mortgage
loans, will be rolled into the new capital structure.

"ClubCorp's leverage is high with opening pro forma debt-to-EBITDA
of more than 6.5 times, but it is likely to moderate and approach
the low 6.0 times range over the next 12-18 months and improve
further thereafter," according to Brian Silver, Vice President and
Moody's lead analyst for ClubCorp. "Deleveraging will be driven by
profitability growth, largely stemming from a number of planned
cost-saving initiatives, in concert with voluntary debt repayment
over time. Moody's expects that the company will continue to grow
its portfolio of clubs via acquisitions and engage in subsequent
reinvention projects in an effort to grow its membership base, but
growth-oriented capital expenditures will likely ease under new
ownership, which taken together with earnings growth will bolster
free cash flows over the next few years," added Silver.

The following ratings have been assigned for Constellation Merger
Sub Inc. (subject to final documentation):

Corporate Family Rating of B2;

Probability of Default Rating of B2-PD;

$175 million senior secured first lien revolving credit facility
due 2022 rated B1 (LGD3);

$1.125 billion senior secured first lien term loan B due 2024 rated
B1 (LGD3);

$475 million senior unsecured notes due 2025 rated Caa1 (LGD5);

Outlook of Stable.

The following ratings for ClubCorp Club Operations, Inc. will be
withdrawn upon closing of the transaction:

Corporate Family Rating of B1;

Probability of Default Rating of B1-PD;

Speculative Grade Liquidity Rating of SGL-1;

$175 million super priority senior secured revolving credit
facility due 2021 rated Ba1 (LGD1);

$651 million senior secured term loan B due 2022 rated Ba3 (LGD3);

$350 million senior unsecured notes due 2023 rated B3 (LGD5);

Outlook of Stable.

RATINGS RATIONALE

ClubCorp's B2 CFR reflects the company's elevated financial risk
pro forma for its post-LBO capital structure, as evidenced by high
leverage approximating 6.8 times on a Moody's-adjusted
debt-to-EBITDA basis, which the rating agency views as aggressive
considering the potential cyclicality of the company's highly
discretionary core business as a golf and business club
owner/operator. However, Moody's anticipates balance sheet
strengthening over time, with debt leverage expected to decline and
approach 6.0 times over the next 12-18 months as the benefits of
various cost-saving initiatives are realized, cash flows improve
and debt is voluntarily repaid in conjunction with the new
sponsor's focus on deleveraging. The rating is supported by
ClubCorp's leadership position in the private membership business
and its solid and growing recurring revenue base supported by a
dues-based business model and affluent clientele. ClubCorp is
expected to remain acquisitive in the highly fragmented golf club
space, but is unlikely to make a transformational acquisition due
to a limited number of owner/operators with a large amount of
clubs. ClubCorp targets clubs near densely populated and affluent
areas, often with the goal of clustering its properties, thereby
enhancing the value proposition of its primary upgrade offering
that among other things provides members benefits at other ClubCorp
properties. The company's free cash flow generation is expected to
improve over the next 12-18 months after having been tempered by
relatively large outlays for growth oriented capital expenditures
during the last few years, most notably for club reinventions, and
to a lesser extent IT upgrades. The bulk of these investments have
now been completed and free cash flow generation is expected to
accelerate as the company's maintenance capital expenditures are
relatively low. ClubCorp will subsequently also have a very good
liquidity profile, supported by the expectation of positive free
cash flow generation and access to a new $175 million revolving
credit facility.

The stable rating outlook reflects Moody's expectation that
ClubCorp will be able to maintain its membership base and stable
operating performance over the intermediate term. Moody's also
expects the company to utilize excess cash flow to deleverage over
the next few years. In addition, the stable rating outlook
incorporates Moody's expectation that ClubCorp will maintain a very
good liquidity profile, and that it will exercise conservative
financial policies with respect to dividends, acquisitions and
capital allocation more broadly.

The ratings could be upgraded if ClubCorp's leverage as measured by
Moody's-adjusted debt-to-EBITDA is sustained below 5.5 times, or if
EBITA-to-cash interest expense approaches 2.0 times. Alternatively,
the ratings could be downgraded if Moody's-adjusted debt-to-EBITDA
increases to more than 7.5 times, or if EBITA-to-cash interest
expense falls below 1.25 times, both on a sustained basis. The
ratings could also be downgraded if liquidity deteriorates for any
reason, if the company undertakes sizeable debt-financed
acquisitions, or if the company pays a material dividend to its
sponsor.

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

Headquartered in Dallas, TX, Constellation Merger Sub Inc., (dba
"ClubCorp") through its subsidiaries is one of the largest owners,
operators and managers of private golf, country, business, sports
and alumni clubs in North America and the largest owner of golf
clubs in the US. As of June 13, 2017 the company operated 204 clubs
(160 golf & country clubs and 44 business, sports & alumni clubs)
with locations in 26 states, the District of Columbia, and two
foreign countries (Mexico and China) serving more than 430,000
individual members via approximately 184,000 memberships. The
company is in the process of being acquired and taken private by
Apollo Global Management, LLC in an LBO transaction valuing the
firm at approximately $2.3 billion. During the twelve month period
ended June 13, 2017, ClubCorp generated revenue of approximately
$1.1 billion.


CREEKSIDE CANCER CARE: Plan Confirmation Hearing Set for Sept. 20
-----------------------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado approved Creekside Cancer Care LLC's
disclosure statement in support of its second amended plan of
reorganization.

Ballots accepting or rejecting the Plan must be submitted by the
holders of all claims or interests on or before 5:00 p.m. on Sept.
6, 2017.

On or before Sept. 6, 2017, any objection to confirmation of the
Plan must be filed with the Court.

A hearing for consideration of confirmation of the Plan and
objections is set for Wednesday, Sept. 20, 2017, at 1:30 p.m. in
the U.S. Bankruptcy Court for the District of Colorado, Courtroom
C, U.S. Custom House, 721 19th Street, Denver, Colorado.

The Troubled Company Reporter previously reported that creditor
Accuray will receive no distributions under the company's latest
Chapter 11 plan of reorganization.

According to the latest plan, the claims of Accuray, which are
placed in Class 9, are "deemed released, expunged and withdrawn"
pursuant to the settlement agreement.

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

                    https://is.gd/tJNcFB

                   About Creekside Cancer Care

Creekside Cancer Care, LLC is a cancer care and treatment center
based in Lafayette, Colorado.  The Debtor provides a range of
non-invasive radiation therapy treatment options to its patients.

The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No.
16-21943) on Dec. 9, 2016.  The petition was signed by Charles
Kelley Simpson, sole member.  The Debtor estimated assets and
liabilities at $1 million to $10 million.

The Debtor is represented by Steven E. Abelman, Esq., Samuel M.
Kidder, Esq., and Michael J. Pankow, Esq., at Brownstein Hyatt
Farber Schreck, LLP.  

On April 7, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


CTI BIOPHARMA: Ends Second Quarter with $74.7 Million in Cash
-------------------------------------------------------------
CTI Biopharma Corp filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to common shareholders of $1.04 million on $22.22
million of total revenues for the three months ended June 30, 2017,
compared to a net loss attributable to common shareholders of
$19.76 million on $7.36 million of total revenues for the three
months ended June 30, 2016.

For the six months ended June 30, 2017, the Company reported a net
loss attributable to common shareholders of $18.78 million on
$22.97 million of total revenues compared to a net loss
attributable to common shareholders of $16.45 million on $43.83
million of total revenues for the same period during the prior
year.

As of June 30, 2017, CTI Biopharma had $86.33 million in total
assets, $47.41 million in total liabilities and $38.92 million in
total shareholders' equity.

"We will need to continue to conduct research, development, testing
and regulatory compliance activities with respect to our compounds
and ensure the procurement of manufacturing and drug supply
services, the costs of which, together with projected general and
administrative expenses, is expected to result in operating losses
for the foreseeable future.  Additionally, we have resumed primary
responsibility for the development and commercialization of
pacritinib as a result of the termination of the Pacritinib License
Agreement in October 2016, and we will no longer be eligible to
receive cost sharing or milestone payments for pacritinib's
development from Baxalta Incorporated and its affiliates, or
Baxalta, which is now part of Shire plc.  We have incurred a net
operating loss every year since our formation.  As of June 30,
2017, we had an accumulated deficit of $2.2 billion, and we expect
to continue to incur net losses for the foreseeable future.

"Our available cash and cash equivalents were $74.7 million as of
June 30, 2017.  We believe that our present financial resources,
together with payments projected to be received under certain
contractual agreements and our ability to control costs, will only
be sufficient to fund our operations into the third quarter of
2018.  This raises substantial doubt about our ability to continue
as a going concern."

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

                     https://is.gd/gYO9Cy

                     About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- is a biopharmaceutical company
focused on the acquisition, development and commercialization of
novel targeted therapies covering a spectrum of blood-related
cancers that offer a unique benefit to patients and healthcare
providers.  The Company has a late-stage development pipeline,
including pacritinib for the treatment of patients with
myelofibrosis.  CTI BioPharma is headquartered in Seattle,
Washington.
                 
CTI Biopharma reported a net loss attributable to common
shareholders of $52 million on $57.40 million of total revenues for
the year ended Dec. 31, 2016, compared to a net loss attributable
to common shareholders of $122.6 million on $16.11 million of total
revenues for the year ended Dec. 31, 2015.


DAVID WINSTON: Unsecureds to be Paid in Full in Over 5 Years
------------------------------------------------------------
The David Winston Early Cabell Family Limited Partnership, Ltd.,
filed with the U.S. Bankruptcy Court for the Eastern District of
Texas a disclosure statement to accompany its plan of
reorganization, dated August 4, 2017, which provides for a
substantive restructuring of the Debtor's obligations, and a
satisfaction of the claims of the Debtor's creditors.

The Term Claim is a Disputed Claim and the subject of an adversary
proceeding.  During the pendency of the Adversary Proceeding, the
Term Claim will be amortized over 25 years at a 3% annual rate and
paid to Wells Fargo over 60 months in equal monthly installments of
principal and interest with the unpaid balance due at the end of
the 60 month period.

All Allowed General Unsecured Claims will be paid in full over five
years in 20 equal quarterly installments.

The Plan will be funded by the Assets vested in the Reorganized
Debtor pursuant to the Plan and the cash generated from the
operations of Cabell Publishing Co., a wholly-owned non-debtor
subsidiary of the Debtor.

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

     http://bankrupt.com/misc/txeb16-10569-52.pdf

                    About David Winston

The David Winston Early Cabell Family Limited Partnership, Ltd.
owns a commercial office building located at 304 Pearl Street,
Beaumont, Texas 77701. The Debtor conducts no other business
operations besides the management and leasing of the Real
Property.

The David Winston Early Cabell Family Limited Partnership, Ltd.
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Tex. Case No. 16-10569) on Nov. 22, 2016. David W.E. Cabell,
manager, signed the petition.  At the time of the filing, the
Debtor estimated assets and debt at $1 million to $10 million.
Judge Bill Parker is the case judge. Brian A. Kilmer, Esq., at
Kilmer Crosby & Walker PLLC, is serving as counsel to the Debtor.


DORAL ACADEMY: S&P Gives BB+ Rating on 2017A/B School Bonds
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term rating to the State
of Nevada Department of Business and Industry's charter school
lease revenue bonds series 2017A and taxable series 2017B, issued
for Doral Academy of Nevada (Doral Academy). The outlook is stable.


The rating analysis encompasses Doral Academy as the consolidated
group and Saddle and Cactus campuses as the obligated group.

S&P said, "The 'BB+' rating is based on our view of the 'bb+' group
credit profile (GCP) and the obligated group's core status in
relation to the consolidated group, which means that the obligated
group rating is equal to the GCP."

"The GCP reflects our opinion of Doral Academy's limited track
record coupled with rapid expansion, weakening operating
performance, and limited liquidity and unrestricted cash on hand,"
said S&P Global Ratings credit analyst Debra Boyd. "It also
reflects our view of the risk, as with all charter schools, that
the charter authorizer could close the school for nonperformance of
its charter or financial distress prior to the bonds' final
maturity," Ms. Boyd added.

Doral is issuing the series 2017 bonds to purchase the Saddle and
Cactus campuses and perform some renovations at each campus.

Based on the application of the group rating methodology and given
that the obligated group is core to the organization, the stable
outlook reflects S&P's expectation that the academy will maintain
its strong enrollment growth and demand as well as achieve positive
operations.


DRONE LC: Plan Outline Okayed, Plan Hearing on Sept. 19
-------------------------------------------------------
The U.S. Bankruptcy Court in Delaware is set to hold a hearing on
Sept. 19, 2017, to consider approval of the Chapter 11 plan of
liquidation for Drone LC Inc., previously known as Lily Robotics,
Inc.

Under the proposed plan, a liquidation trust will be formed on the
effective date of the plan in order to make distributions to
creditors and to pursue causes of action.  

The liquidating plan proposes to pay general unsecured creditors
25% of their claims, according to the company's latest disclosure
statement which was approved on an interim basis by the court on
August 1.

The interim order set a Sept. 8, 2017, deadline for creditors to
file their objections and cast their votes accepting or rejecting
the plan.

                       About Drone LC

Based in Atherton, California, Drone LC, formerly known as Lily
Robotics, Inc., is the developer of the Lily Camera, a
throw-and-shoot camera that captures pictures and videos from the
skies.  Its camera flies and uses GPS and computer vision to follow
user's adventure activities.  Lily Robotics sells its products
internationally through its Web site at https://www.lily.camera/

Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 17-10426) on Feb. 27, 2017, listing $32.99 million
in total assets and $37.53 million in total liabilities as of Dec.
31, 2016.  The petition was signed by Spencer L. Wells, director.

Judge Kevin J. Carey presides over the case.

Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J.
McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura
Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz,
Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's
bankruptcy counsel.  Prime Clerk LLC is the Debtor's claims and
noticing agent.

On March 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Lowenstein Sandler LLP as its lead counsel, and Richards, Layton &
Finger, P.A., as its Delaware and conflicts counsel.

No trustee or examiner has been appointed in the case.

On June 20, 2017, the court approved the sale of substantially all
of the Debtor's assets.  Pursuant to the asset purchase agreements
with Mota Group, Inc., the Debtor sold its company name, Lily
Robotics, Inc., to Mota and agreed to cease using the Lily Robotics
name.  The sale order authorized the Debtor to make the name change
contemplated by the Mota APA.  In accordance with the Mota APA and
sale order, the Debtor has caused its name to be changed from Lily
Robotics, Inc. to Drone LC, Inc.

On July 11, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of liquidation.


DYNEGY INC: S&P Rates $600MM Unsecured Notes Rated 'B+'
-------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to Dynegy Inc.'s announced $600 million unsecured
issuance due 2026. S&P said, "The '3' recovery rating on the notes
reflects our expectation of meaningful (50%-70%; rounded estimate:
55%) recovery in the event of default. We expect the company to use
the funds, in conjunction with funds from recently announced sales,
to repay $600 million and refinance $600 million of its 2019
maturity. This reduces the outstanding 2019 maturity to $900
million.

"Our 'B+' corporate credit rating and negative outlook are
unchanged in light of the transaction, and our issue-level ratings
on the company's existing debt are also unchanged. The existing
negative outlook takes into account general market headwinds that
independent power producers face, as well as the company's
considerable 2019 maturities. Recently closed sales of Troy and
Armstrong generating facilities, as well as announced sales of
Dighton, Lee, and Milford assets, are likely to help mitigate this
refinancing risk."

Ratings List

  Dynegy Inc.
   Corporate Credit Rating                      B+/Negative/--

  New Rating

  Dynegy Inc.
   $600 mil unsec issuance due 2026             B+
    Recovery Rating                             3(55%)


EL RANCHO OF KALAMAZOO: New Plan Increases PCIL's Monthly Payment
-----------------------------------------------------------------
El Rancho of Kalamazoo Limited Partnership filed with the U.S.
Bankruptcy Court for the Northern District of Indiana an amended
disclosure statement describing its amended plan of reorganization,
dated August 4, 2017.

The amended plan made several changes to the treatment of the
Allowed Secured Claim of Park Capital Investments, LLC in Class 3.


This version of the plan asserts that the Allowed Secured Claim of
this Class shall be deemed to be the lesser of $3,600,000 or
balance of the Allowed Claim of this Class after credit for payment
of the Net Accumulated Rents. Said $3,600,000 shall be deemed to be
the combined value of the real and tangible personal property
constituting the prepetition collateral of this Class together with
the Operating Reserve unless the Class disputes such valuation
prior to Confirmation of the Plan.

The Allowed Secured Claim of this Class shall be paid in full, with
Interest. Payment to the Class shall be in monthly installments
based upon a 25-year amortization commencing with the first monthly
installment which shall be due 30 days after Confirmation of the
Plan. Provided, however, that the remaining balance due on the
Allowed Secured Claim shall be fully due and payable after seven
years after the first monthly payment under this Plan. The
estimated payment to this Class is now $21,592.92 per month. This
Class is impaired.

The original plan stated that the Allowed Secured Claim of this
Class shall be deemed to be in the amount of $2,875,000 unless the
Class disputes such valuation prior to Confirmation of the Plan. It
also stated that payment to the Class shall be in monthly
installments based upon a 20-year amortization commencing with the
first monthly installment which shall be due 30 days after
Confirmation of the Plan. Provided, however, that the remaining
balance due on the Allowed Secured Claim shall be fully due and
payable after seven years after the first monthly payment under
this Plan. The initial plan's estimated payment to this Class is
$18,973.73 per month.

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

     http://bankrupt.com/misc/innb16-23195-85.pdf

               About El Rancho of Kalamazoo

El Rancho of Kalamazoo Limited Partnership, was organized in
Indiana in 2002, and operates a mobile home and RV Park in
Valparaiso, Indiana.  The Debtor currently leases three employees.

El Rancho of Kalamazoo Limited Partnership filed a Chapter 11
petition (Bankr. N.D. Ind. Case No.  16-23195), on November 10,
2016.

Daniel J. Skekloff, Esq., and Scot T. Skekloff, Esq., at Haller &
Colvin, PC, will serve as the Debtor's bankruptcy counsel.


ELLINGTON TRUCKING: Needs Until Sept. 13 to File Chapter 11 Plan
----------------------------------------------------------------
Ellington Trucking LLC requests the U.S. Bankruptcy Court for the
Southern District of Indiana to extend its exclusivity period to
file a small business plan of reorganization up to and including
September 13, 2017.

On June 1, 2017, the Debtor and ITC Acceptance Co. agreed to
provide ITC with adequate protection.  Under that agreement, the
Debtor is required to file its plan of reorganization on or before
August 14.

Contemporaneously with the filing of the exclusivity motion, the
Debtor's counsel is filing its Motion to Withdraw from the case as
the relationship between the Debtor and counsel has deteriorated
beyond repair. Currently, the Debtor's counsel is unaware if the
Debtor has or will find replacement counsel, but certainly, a
replacement counsel will need some additional time to become
familiarized with the case and work with the Debtor on formulating
a plan of reorganization

The Debtor believes that it is more likely than not that the court
will confirm a plan within a reasonable period of time.  The Debtor
claims that on August 4, its counsel emailed ITC's counsel to see
if ITC has any objection to the requested extension. However, the
Debtor's counsel received an out-of-office reply that ITC's counsel
is in court all day, and as of the time of filing of the
exclusivity motion, the Debtor has not heard from ITC's counsel.

Ellington Trucking LLC is represented by:

          David R. Krebs, Esq.
          Hester Baker Krebs LLC
          One Indiana Square, Suite 1600
          Indianapolis, IN 46204
          Phone: (317) 833-3030
          Fax: (317) 833-3031
          Email: dkrebs@hbkfirm.com

                  About Ellington Trucking LLC

Ellington Trucking LLC filed a Chapter 11 petition (Bankr. S.D.
Ind. Case No. 17-00781), on February 15, 2017.  The Petition was
signed by its authorized representative, Sharon E. Harris.  The
Debtor is represented by David R. Krebs, Esq. at Hester Baker Krebs
LLC.  At the time of filing, the Debtor had $0 to $50,000 in
estimated assets and $100,000 to $500,000 in estimated liabilities.


ENERGY FUTURE: Seeks Reconsideration of $275M Breakup Fee
---------------------------------------------------------
Matt Chiappardi of Bankruptcy Law360 reports that Elliott
Management has asked the U.S. Bankruptcy Court for the District of
Delaware to reconsider the $275 million break-up fee it previously
approved for the proposed Energy Future Holdings Corp.-NextEra
Energy Inc. sale deal, which has also been rejected by Texas
utility regulators.

Elliott Management is the largest creditor of EFH and is trying to
put together a $9.3 billion bid of its own to buy EFH, the report
notes.

Law360 relates that Elliott said the bankruptcy court was made to
believe the fee wouldn't be payable if the proposed $18 billion
sale didn't get regulatory approval and NextEra walks away from the
deal, but wasn't told that NextEra could still claim the fee if it
hung on and tried to challenge the regulatory rejection.

Elliott argued that NextEra did just that, forcing EFH to be the
party to terminate the merger agreement so it could pursue a backup
and allowing NextEra to score the $275 million fee, Law360 relays.

Elliott Management is represented by Scott D. Cousins, Erin R. Fay
and Evan T. Miller of Bayard PA and Keith H. Wofford, Gregg M.
Galardi, D. Ross Martin and Jonathan M. Agudelo of Ropes & Gray
LLP.

NextEra is represented by Howard Seife, Andrew Rosenblatt and Eric
Daucher of Norton Rose Fulbright.

                       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-in-interest 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.


ENGY GROUP: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: The Engy Group, LLC
        2452 Mowery Rd.
        Houston, TX 77045

Type of Business: Engy Group is private equity investment and
                  energy management firm.

Chapter 11 Petition Date: August 8, 2017

Case No.: 17-34848

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Marvin Isgur

Debtor's Counsel: Kyung Shik Lee, Esq.
                  DIAMOND MCCARTHY LLP
                  909 Fannin, Ste 1500
                  Houston, TX 77010
                  Tel: 713-333-5125
                  Fax: 713-333-5195
                  E-mail: klee@diamondmccarthy.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

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

               http://bankrupt.com/misc/txsb17-34848.pdf

Debtor's List of Two Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Kurt Orban Partners, LLC                Loan         $10,800,000
111 Anza Boulevard, Suite 250
Burlingame, California 94010
Matt Orban
Tel: 415-846-3863
Email: morban@kurtorbanpartners.com

Kenneth Lo                         Promissory Note      $950,000
11927 Oak Shadow Dr.
Baton Rouge, LA 70810
Kenneth Lo
Email: kiloproperties@gmail.com


FLO'S LLC: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------
Lead Debtor: Flo's, LLC
               dba Flo's Chinese Restaurant
             12902 E. Corrine Drive
             Scottsdale, AZ 85259

Type of Business: Since 1997, Flo's Chinese Restaurant has been
                  offering Chinese food and exotic Asian cuisine,
                  with locations in Scottsdale and Tempe Arizona.

                  The menu includes appetizers, soups & salads,
                  chicken & poultry, pork, beef, seafood,
                  vegetables, share, beer, wine, cocktails and
                  dessert.

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

Chapter 11 Petition Date: August 8, 2017

Affiliated debtors that simultaneously filed Chapter 11 bankruptcy
petitions:

     Debtor                                   Case No.
     ------                                   --------
     Flo's, LLC                               17-09181
     Flo's Second, LLC                        17-09183
     Flo's Restaurants, Inc.                  17-09186


Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judges: Hon. Madeleine C. Wanslee (17-09181)
        Hon. Daniel P. Collins (17-09183)
        Hon. Eddward P. Ballinger Jr. (17-09186)

Debtors' Counsel: Michael A. Jones, Esq.
                  ALLEN BARNES & JONES, PLC
                  1850 N. Central Ave., Suite 1150
                  Phoenix, AZ 85004
                  Tel: 602-256-6000
                  Fax: 602-252-4712
                  Email: mjones@allenbarneslaw.com

                                      Estimated   Estimated
                                        Assets   Liabilities
                                     ----------  -----------
Flo's, LLC                             $0-$50K     $1M-$10M
Flo's Second                           $0-$50K     $1M-$10M
Flo's Restaurants                      $0-$50K     $1M-$10M

The petitions were signed by Dustin W. Wallace, manager.

Flo's, LLC's list of eight unsecured creditors is available for
free at http://bankrupt.com/misc/azb17-09181.pdf

Flo's Second's list of eight unsecured creditors is available for
free at http://bankrupt.com/misc/azb17-09183.pdf

Flo's Restaurants' list of two unsecured creditors is available for
free at http://bankrupt.com/misc/azb17-09186.pdf

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

      http://bankrupt.com/misc/azb17-09181_petition.pdf
      http://bankrupt.com/misc/azb17-09183_petition.pdf
      http://bankrupt.com/misc/azb17-09186_petition.pdf


FOOTHILL EASTERN: Fitch Affirms BB+ Rating on $198MM Rev. Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed Foothill Eastern Transportation Corridor
Agency, CA's (F/ETCA, or the agency) debt as described below:

-- $2.2 billion of outstanding senior lien toll road revenue
    bonds, including series 2013 B-1 to be remarketed, at 'BBB-';
-- $198 million of outstanding junior toll road revenue bonds at

    'BB+'.

The Rating Outlook is Stable

The 'BBB-' senior bond rating reflects the project's role as a
stand-alone congestion-relieving facility in a large, growing
region with solid legal rate-setting flexibility. These strengths
are offset by a history of volatile traffic demand, moderate- to
high-toll rates, escalating debt service, and a sizeable capital
plan with likely borrowing needs that have yet to be determined.
Financial metrics are consistent with investment-grade for the
senior lien and somewhat weak for the junior lien, with rating case
10-year debt service coverage ratios (DSCR) of 1.4x and 1.3x,
respectively. Fitch views these and other financial metrics as
consistent overall with the bonds' respective ratings based on
indicative rating guidance.

KEY RATING DRIVERS

Growing but Volatile Traffic Base (Revenue Risk: Volume -
Midrange)
F/ETCA serves as a congestion reliever and commuter route in
northeast Orange County, connecting the fast-growing suburban
communities of Riverside County and eastern Orange County to major
employment centers located southwest of the facility. Although the
facility was exposed to a deep and prolonged traffic decline during
the housing-led recession, growth in recent years has been quite
solid. The road has somewhat limited competition for its catchment
area and very low truck exposure. Although toll rates per mile are
somewhat high compared to other Fitch-rated toll roads, this
weakness is mitigated by high wealth levels in Orange County.

Robust Rate-Setting Flexibility (Revenue Risk: Price - Stronger)
Legal rate-setting flexibility is high, as the agency can raise
rates to any level without voter or regulatory approval. The board
has a history of raising rates regularly and incrementally, despite
political risks that are always present for toll roads. Actual
rates have increased faster than inflation, which Fitch views as a
stronger credit feature.

New Facility, Limited Scope of O&M (Infrastructure Development &
Renewal: Revised to Midrange from Stronger)

The revision to Midrange from Stronger reflects recent legal
progress in moving forward with a southern extension of the
facility, thus far long delayed, projected to cost between $1.5
billion and $2 billion. Because the project is in its early phases,
a plan of finance has yet to be cemented; however, the agency may
consider a TIFIA loan and parity toll revenue bond issuances. The
facility is in good condition and the agency's scope of O&M is
limited, since Caltrans is responsible for maintaining the
roadway.

Escalating Debt Service Profile (Debt Structure: Senior - Midrange
/ Junior - Midrange)
The debt structure includes fixed-rate and amortizing senior and
junior debt with good liquidity support that includes cash-funded
debt service reserve accounts sized to the maximum allowed by the
IRS and a use and occupancy fund. The debt profile's strengths are
offset by escalating debt service and interest accretion resulting
in a back-loaded debt profile.

Adequate Financial Metrics: The facility's financial metrics are
satisfactory overall for the senior lien, but somewhat weaker for
the junior lien. Rating case projected average 10-year senior and
total DSCR equal 1.4x and 1.3x, and year-five leverage (net debt to
cash flow) is elevated at 12.5x and 13.6x, respectively. High
leverage levels are offset by low breakeven growth rates of 0.9%
and 1.1%, respectively, which reflect a significant degree of
project liquidity.

Peer Group: F/ETCA's closest peers come from Fitch's rated
standalone / small network toll roads portfolio with senior debt
rated in the 'BBB' category. Its closest peer is its sister agency,
San Joaquin Hills Transportation Corridor Agency (SJHTCA), and
E-470 Public Highway Authority, both of which face initially high
leverage and some dependence on revenue growth. SJHTCA's higher
rating ('BBB'/'BBB-'/Stable Outlook) reflects its stronger
financial metrics with 10-year rating case average senior and
subordinate DSCRs of 1.7x and 1.4x and lower leverage. E-470's
higher rating ('BBB+'/Stable Outlook) also reflects its stronger
financial metrics, with average rating case DSCRs over 2.0x and
leverage of 7.7x.

RATING SENSITIVITIES

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

-- Traffic and revenue underperformance leading to senior and
    total average 10-year rating case DSCRs materially below 1.4x
    and 1.2x, respectively.
-- Evidence of inability or unwillingness to implement rate
    increases over time to support growing debt obligations.
-- An aggressive finance plan for South County Mobility Project
    with a meaningful debt component and a speculative revenue
    profile.

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

-- Traffic and revenue outperformance leading to senior and total

    rating case DSCRs persistently above 1.6x and 1.4x,
    respectively.

TRANSACTION SUMMARY

The authority is remarketing its $125 million term-rate senior lien
toll revenue bonds series 2013 B-1. The fixed-rate remarketing is
projected to achieve $10.8 million of net present value savings as
compared to the agency's original assumptions. The new debt fully
amortizes by 2053; however, the bonds do not begin to pay down
principal until 2050. The bonds have a senior lien on parity with
other outstanding senior toll revenue bonds.

PERFORMANCE UPDATE

Traffic and revenues have performed quite strongly over the past
several years, increasing an average annual 3.6% and 7.5%,
respectively, from 2012-2017. Performance in fiscal 2017
experienced outsized traffic and revenues gains of 5.7% and 8.7%,
respectively, with expanding populations and employment further
buoyed by continued low gas prices and higher toll rates.

The agency's capital improvement plan (CIP) is sizeable, consisting
of three core projects. The first, an express connector from 241 to
Orange County Transportation Authority's SR-91, is expected to
break ground late next year and to open in early 2021. F/ETCA's
share of the $180 million cost is expected to be paid in part from
debt issuances, though the agency expects that toll revenues
derived from the connector will help to boost the overall
facility's financial metrics.

The second project is a 5.5 mile extension of SR-241 at its current
southern terminus at Oso Parkway. The project will be paid from a
local developer in lieu of the developer paying development impact
fees and $30 million of cash on hand for a related bridge.

The third and largest project is the South County Mobility Project.
Because the project is in its early stages, cost estimates and
traffic studies have not yet been completed and, depending on the
ultimate scope of projects chosen for construction, total costs
could range as high as $1.5 billion to $2 billion. The project
would extend the system an additional 16 miles (inclusive of the
5.5 mile extension from Oso Parkway described above), and would
provide an important connection to I-5 at its southern terminus.
Originally planned in 2006, the project has been held up by
regulatory and environmental issues that were largely resolved in
November of 2016 with a broad legal settlement, though political
obstacles remain.

The board recently approved moving forward with Caltrans on
environmental reviews, expected to be completed in 2022 with
construction beginning thereafter. A portion of the capital costs
likely would be debt-financed, with options including a TIFIA loan
or parity toll revenue bond debt issuances. It is unclear as to
what the implications will be on the current debt profile and there
is a possibility the project may never move forward so Fitch's cash
flow cases do not explicitly reflect this risk. Fitch will continue
monitoring the agency's capital plan as it matures.

FITCH CASES

Fitch's base case applies estimated actual results for fiscal 2017
and budgeted financials for fiscal 2018. Thereafter Fitch assumes
2% inflationary rate increases and traffic growth of 1% annually
through 2027 that steps down to 0.5% thereafter. Fitch also assumes
O&M increases 3% annually. The base case results in 10-year average
senior and total DSCR of 1.6x and 1.4x and five-year leverage of
11.3x and 12.3x, respectively.

Fitch's rating case conservatively assumes a hypothetical recession
leads to moderate 3% traffic losses in fiscal years 2019 and 2020,
mitigated by inflationary rate hikes. Otherwise, traffic is assumed
to grow 0.5% with 2% inflationary rate hikes. The rating case
further assumes 3.5% O&M growth. The rating case results in 10-year
average senior and total DSCR of 1.4x and 1.3x and year five
leverage of 12.7x and 13.9x, respectively.

Fitch also calculated a breakeven toll revenue growth rate off of
its base case and concluded that the facility would require a
minimum of 0.9% and 1.1% growth to meet its obligations, assuming
the full draw-down of its DSRAs and unrestricted cash balances.

ASSET DESCRIPTION

F/ETCA fully opened in 1999, is 36 miles long, and comprises state
routes 241, 261, and 133. F/ETCA's staff also manages SJHTCA (a 15
mile SR 73 toll road) but projects are governed by separate boards,
are financed independently, and funds cannot be commingled. SJHTCA
is a separate and distinct legal entity. F/ETCA has a cooperative
agreement with Caltrans extending through 2053.

Bonds are secured by net toll revenues and development impact fees,
the latter only if certain thresholds are met.


GARDNER DENVER: Moody's Assigns B2 Rating to Proposed USD Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating (LGD3) to Gardner
Denver, Inc. proposed refinanced senior secured USD term loan and
Euro term loans due 2024. All other ratings, including its B2
corporate family rating (CFR), and the stable outlook remain
unchanged.

The proposed refinancing is expected to result in a re-pricing and
4-year maturity extension of Gardner Denver's US and Euro
denominated term loans to July 2024. In addition, the refinancing
will be leverage neutral with total reported debt remaining at $2
billion post the transaction. However, the company's debt
composition is expected to shift with a greater proportion
comprised of Euro denominated debt. The USD denominated term loan
is expected to total $1.2 billion, conversely the Euro denominated
term loan is expected to stand at EUR660 million ($752 million
USD-equivalent) pro forma for the refinancing. The guaranty
structure and priority of claims is expected to remain unchanged.

The following ratings were assigned:

Assignments:

Issuer: Gardner Denver, Inc.

-- Senior Secured Bank Credit Facility, Assigned B2 (LGD 3)

RATINGS RATIONALE

Gardner Denver's ratings, including the B2 CFR, reflect Moody's
expectation that the company's leverage profile will improve with
debt/EBITDA (including Moody's standard adjustments) of under 5.0
times and EBIT/interest coverage at around 2.0 times by mid to late
2018. The anticipated improvement in credit metrics is based on
benefits derived from the large aftermarket portion of the
company's energy business that comprises over half of revenues in
that segment, the company's expenditures geared towards new
business and innovation as well as the benefits of restructuring
actions, many of which have already been implemented. End-market
fundamentals in both the company's energy and industrial businesses
have also improved from last year. However, going into 2018 the
rate of improvement is likely to not be as pronounced given that
the end of 2016 and 2017 year-to-date reflect the improvement in
energy end-market conditions after a cyclical trough.

In addition, the recent volatility in oil prices makes revenue
growth visibility stemming from new machinery sales less
predictable next year. Nevertheless, the increase in rig counts in
North America that occurred earlier in the year should lead to
continued healthy production demand for the company's equipment in
coming months and the aftermarket business provides a recurring
revenue stream.

Gardner Denver maintains a well-established position in engineered
products, diversity by end-market and geography, healthy margins
and good free cash flow generation. The company's EBITDA margins
are supported by its brand strength, moderate improvement in
end-market fundamentals and benefits from restructuring efforts.
The ratings also consider the company's announced capital
allocation policies prioritizing internal growth investment,
reducing leverage and ongoing M&A activity. Moody's believes there
is event risk related to potential debt-funded acquisitions and
monetization of KKR's remaining approximate 75% equity position in
the company following the IPO. The recent refinancing developments
further support the expectation that the company will maintain a
good liquidity profile.

The stable rating outlook is based on the expectation that the
company's operating earnings will moderately improve due to
stabilizing to positive end-market fundamentals in certain of the
company's businesses.

An upward rating action would be driven by expectations of
debt-to-EBITDA sustained below 4.5x, free cash flow-to-debt
increasing to the high single digit level as well as sustained
stabilization and improvement in energy end-markets and a strong
liquidity profile.

A ratings downgrade would be considered if the company's liquidity
profile were to weaken including a decline in free cash flow
generation and/or increased reliance on its revolving credit
facility, lack of improvement in top line revenue performance on a
year-over-year basis as well as debt-to-EBITDA reaching and
consistently above 6.0x. A debt-financed acquisition or shareholder
distribution would also exert downward ratings pressure.

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

Gardner Denver, Inc., headquartered in Milwaukee, WI is a global
manufacturer of compressors, pumps and blowers used in general
industrial, energy, medical and other markets. Funds affiliated
with Kohlberg Kravis Roberts & Co. L.P. ("KKR") purchased the
company in July 2013. Post the company's May 2017 IPO, KKR remains
a controlling shareholder, owning roughly three quarters of the
company's common shares. For the twelve months ended June 30, 2017,
the company generated revenues of approximately $2.1 billion.


GENESIS ENERGY: Moody's Rates Proposed $550MM Sr. Unsec. Notes B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Genesis Energy
LP's (GEL) proposed $550 million senior unsecured notes due 2025.
The net proceeds from the notes offering will be used to fund a
portion of the purchase price for GEL's pending $1.325 billion
acquisition of Tronox Limited's soda ash business. The company
intends to fund the remaining portion of the acquisition, which is
expected to close in the second half 2017, with a $750 million
preferred equity issuance and drawings under its revolving credit
facility. GEL's ratings and negative outlook are unchanged,
including its Ba3 Corporate Family Rating (CFR).

"The company's decision to fund the acquisition with 55% preferred
equity and 45% debt will allow the company to reduce leverage on a
pro forma basis by close to half of a turn," said James Wilkins,
Moody's Vice President. "However, GEL's leverage metrics still
remain elevated."

Ratings assigned:

Issuer: Genesis Energy LP

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

RATINGS RATIONALE

The new $550 million senior notes will rank pari passu with
Genesis' existing senior notes. The new senior notes as well as the
existing senior notes are rated B1 or one notch below the Ba3 CFR,
reflecting their subordination to the secured $1.7 billion
revolving credit facility ($1.2 billion outstanding as of June 30,
2017) and guarantees from Genesis' operating subsidiaries.

GEL's Ba3 Corporate Family Rating (CFR) is supported by its
predominantly fee-based cash flows, a high degree of asset and
business line diversification for a company of its size, and
vertical integration among its various assets. The acquisition of
the Tronox's soda ash business will further diversify Genesis'
portfolio of businesses and provide a source of steady cash flow,
but this step out acquisition poses certain integration and
operating risks. GEL's Ba3 CFR is constrained by the company's high
leverage (6.0x as of March 31, 2017) following years of heavy
capital expenditures in 2013-2016 and the partially debt-financed
Enterprise Offshore Business acquisition in 2015. However, the
company raised $141 million of equity in the first quarter of 2017
to fund bolt-on acquisitions and $298 million of equity in 2016.

Moody's expects GEL's leverage and cash flow to gradually improve
as it benefits from its soda ash acquisition, which improves
leverage by close to half a turn on a pro forma basis, and from
organic growth projects. GEL has produced consistent cash flow
through its logistics and pipeline services for crude oil
transportation. Through its refinery services business, GEL is a
supplier of NaHS, a commodity chemical used in many industries
including mining, paper and pharmaceuticals, which has exhibited
low earnings volatility over the 2012-2016 period.

The negative outlook reflects the high leverage for the rating,
potential integration risks for the step out soda ash acquisition
and potential for de-levering efforts to be delayed. The ratings
could be downgraded if: Debt to EBITDA is not expected to fall
below 5.0x by the end of 2018; core business fundamentals weakened;
or the company experienced execution issues on growth projects or
the acquired soda ash business. An upgrade is unlikely at this time
given the high leverage, but the CFR could be upgraded if Moody's
expected Debt to EBITDA to trend towards 4.0x.

The principal methodology used in this rating was Midstream Energy
published in May 2017.

Genesis Energy LP is a midstream master limited partnership (MLP)
with assets located in the US Gulf Coast region. The company
conducts a wide variety of operations through four different
business segments: offshore pipeline transportation (58% of second
quarter 2017 segment margin), onshore facilities and transportation
(19% of segment margin) refinery services (12% of segment margin),
and marine transportation (11% of segment margin).


GENESIS ENERGY: S&P Affirms BB- CCR & Rates New $550MM Notes BB-
----------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' corporate credit
rating on Genesis Energy L.P. The outlook is stable. S&P said, "At
the same time, we raised our issue-level ratings on all the
company's outstanding senior unsecured notes to 'BB-' from 'B+'. We
also revised the recovery rating on the existing notes to '4' from
'5'.

"At the same time, we assigned our 'BB-' issue-level rating and '4'
recovery rating to Genesis Energy's proposed $550 million senior
unsecured notes. The '4' recovery rating indicates our expectation
for average (30%-50%; rounded estimate: 40%) recovery in the event
of default.

"The affirmation stems from our expectation that, while this
transaction will add leverage in the near term, based on our
calculation, the stable cash flows from the new soda ash business
will limit overall cash flow volatility and provide meaningful
diversity. Notably, we ascribe no equity content to the $750
million preferred equity that the partnership is using to partially
fund the acquisition because we believe that the arrangement does
not meet our requirements in deferability. Nevertheless, we still
expect that, on a weighted average basis, Genesis' leverage will
decline beneath 5x, which has been one of our downgrade triggers.

"The stable outlook reflects our view that U.S. midstream energy
partnership Genesis Energy L.P. will see adjusted leverage decline
beneath 5x during the next year and a half and will continue to
have distribution coverage over 1.1x, with leverage decreasing
somewhat thereafter.

"We could lower the rating if Genesis' leverage exceeds 5.25x
consistently in our forecast beyond 2018, either as a result of
ongoing weak commodity prices and diminished volumes or new
leveraging transactions.

"We could revise the outlook to positive or raise the rating if
Genesis expands into new geographic regions, maintains a
significant portion of fee-based cash flows, and lowers
forward-looking total debt to EBITDA to about 4.5x."


GREAT CANADIAN: GTA Bundle Win Credit Positive, Moody's Says
------------------------------------------------------------
Moody's Investors Service commented that Great Canadian Gaming
Corporation's (Ba3 positive) win of the Ontario Lottery and Gaming
Corporation's Greater Toronto Area Gaming Bundle is credit positive
but has no impact on the company's Ba3 rating and positive outlook.


Great Canadian is a gaming and entertainment operator with 21
properties located in British Columbia, Ontario, Nova Scotia and
Washington State. Revenue for the twelve months ended March 31,
2017 was $577 million.


GREATER HOPE BAPTIST: Sept. 12 Plan Confirmation Hearing
--------------------------------------------------------
Judge David S. Kennedy of the U.S. Bankruptcy Court for the Western
District of Tennessee approved Greater Hope Baptist Church, Inc.'s
disclosure statement referring to a chapter 11 plan filed on August
1. 2017.

Sept. 5, 2017, is fixed as the last day for filing written
objections to the plan, and for filing written acceptances or
rejections of the plan.

A Pretrial Conference on confirmation of the plan is set for Sept.
12, 2017, in Courtroom 945 at 11:00 am at 200 Jefferson Ave,
Memphis, Tennessee.

                  About Greater Hope Baptist

Greater Hope Baptist Church, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W. D. Tenn. Case No. 16-30641)
on
Nov. 17, 2016.  The petition was signed by Dannie D. Holmes,
authorized representative.

At the time of the filing, the Debtor disclosed $1.06 in assets
and
$1.18 million in liabilities.

The case is assigned to Judge David S. Kennedy.  Michael Don
Harrell, Esq., represents the Debtor as bankruptcy counsel.  The
Debtor hired Dockery Financial Services as its tax consultant.

On June 24, 2017, the Debtor filed its proposed Chapter 11 plan
and
disclosure statement.


GYMBOREE CORP: Committee Hires Protiviti as Financial Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Gymboree
Corporation, et al. seeks approval from the US Bankruptcy Court for
the Eastern District of Virginia, Richmond Division, to retain
Protiviti Inc. as financial advisor to the Committee, effective as
of June 22, 2017.

Services to be provided by Protiviti are:

     (a) review and analysis of the Debtors' weekly financial and
cash flow performance as compared to its budget;

     (b) review and analysis of historical operating results and
recent performance and comparison to Debtors' forecasts, business
plan, and long-term projections;

     (c) review and analysis of the Debtors' business segments;

     (d) review and analysis of the Debtors' four-wall analysis and
store closure plans;

     (e) analysis of the Debtors' business as a going concern;

     (f) assessment of liquidity needs, cash flows, and
viability/profitability of the business;

     (g) analysis of sufficiency and terms of DIP financing and
assistance in the identification and solicitation of alternative
sources of liquidity or DIP financing as needed;

     (h) evaluation of the assets and liabilities of the Debtors
including interests in non-Debtor entities;

     (i) identification and determination of unencumbered assets;

     (j) preparation of estimated payout or distribution analyses;

     (k) assessment of the financial issues and options concerning
the sale of the Debtors or their assets, either in whole or in
part, and the Debtors' chapter 11 Plan of Reorganization or
liquidation or any other chapter 11 plans;

     (l) review and analysis of the Debtors' Plan of Reorganization
and Disclosure Statement;

     (m) review and analysis of financial and cash flow projections
to evaluate the feasibility of the Debtors’ projections or any
proposed Plan of Reorganization;

     (n) assistance to the Committee and its counsel in developing
strategies and related negotiations with the Debtors and other
interested parties with respect to elements of the Debtors'
treatment to the unsecured creditors under a proposed Plan or such
treatment under alternative proposals;

     (o) analysis of strategic alternatives available to the
Debtors;

     (p) financial analyses as the Committee may require in
connection with the Debtors;

     (q) representation of the Committee in negotiations with the
Debtors and third parties with respect to any of the foregoing;

     (r) testimony in court on behalf of the Committee with respect
to any of the foregoing, if necessary; and

     (s) assistance to the Committee and its counsel as requested
with respect to various financial matters.

The Committee may also authorize and instruct Counsel to directly
retain Protiviti as a testifying expert to perform financial expert
witness, expert testimony, and related expert witness services, as
needed, for the benefit of the Committee and its constituents. The
services to be rendered are:

     (a) identification, investigation, assessment and analysis of
potential causes of action and potential litigation proceeds with
respect to the Debtors, directors and officers, insiders, related
parties, non-Debtor subsidiaries, and other parties;

     (b) forensic review and analysis of relevant banking,
financial, merger & acquisition, and/or accounting transactions;
and

     (c) expert report preparation, deposition, trial preparation,
expert witness testimony, and related services with respect to any
cause of action, financial, or litigation matter the Committee or
Counsel may require.

Rates Protiviti will charge for its professionals and
paraprofessionals assigned to this case are:

     Professional Level                  Hourly Rates

     Managing Directors                  $640 - $725
     Directors and Associate Directors   $430 - $575
     Senior Managers and Managers        $340 - $475
     Senior Consultants and Consultants  $210 - $315
     Administrative                      $120 - $170

Michael Atkinson, Managing Director of Protiviti Inc., attests that
Protiviti and its employees are disinterested parties as defined in
11 U.S.C. Sec. 101(14), and neither hold nor represent any interest
adverse to the Debtors, the Debtors' estate, or the Committee on
the matters upon which they are to be engaged and their employment
would be in the best interests of the Debtors' estate.

The Firm can be reached through:

     Michael Atkinson, CPA
     PROTIVITI Inc.
     1 East Pratt Street, Suite 800
     Baltimore, MD 21202
     Tel: 410-454-6800
     Fax: 410-649-1111
     Email: baltimore@protiviti.com

                      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.

Judy A. Robbins, U.S. Trustee for Region 4, on June 22, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Gymboree Corp.


GYMBOREE CORP: Committee Taps Hahn & Hessen as Lead Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of The Gymboree
Corporation, et al. seeks approval from the US Bankruptcy Court for
the Eastern District of Virginia, Richmond Division, to retain Hahn
& Hessen LLP as lead counsel to the Committee retroactive to June
22, 2017.

Services to be rendered by Hahn & Hessen are:

     a. render legal advice to the Committee with respect to its
duties and powers in this case;

     b. assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of the
Debtors, the operation of the Debtors' businesses, the desirability
of continuance of such businesses, and any other matters relevant
to these cases or to the business affairs of the Debtors;

     c. advise the Committee with respect to the proposed
debtor-in-possession financing;

     d. advise the Committee with respect to any proposed sale of
the Debtors' assets or a sale of the Debtors' business operations
and any other relevant matters;

     e. advise the Committee with respect to any proposed plan of
reorganization or liquidation and the prosecution of claims against
third parties, if any, and any other matters relevant to the cases
or to the formulation of a plan of reorganization or liquidation;

     f. assist the Committee in requesting the appointment of a
trustee or examiner pursuant to section 1104 of the Bankruptcy
Code, if necessary and appropriate; and

     g. perform such other legal services, which may be required
by, and which are in the best interests of, the unsecured
creditors, which the Committee represents.

Hahn & Hessen's proposed rates and staffing plan are:

     Name                 Title                  Hourly Rate
     ----                 -----                  -----------
     Mark T. Power        Partner                    $900
     Mark S. Indelicato   Partner                    $900
     Janine M. Figueiredo Partner                    $725
     Anthony Altamura     Partner (Tax)              $855
     Joshua I. Divack     Partner
                             (Secured Finance)       $810
     Edward L. Schnitzer  Partner (Litigation)       $700
     Don D. Grubman       Partner (Corporate,
                             M&A, Securities)        $810
     Jeffrey Zawadzki     Associate                  $625
     Joseph Orbach        Associate                  $615
     Alison M. Ladd       Associate                  $555
     David Reinhart       Paralegal                  $260
     Sandra Y. Thompson   Paralegal                  $260
     Summer Associates    Legal Researchers          $260

Mark T. Power, Partner at Hahn & Hessen LLP, attests that neither
himself, his firm nor any member or associate has any connection
with  The Gymboree Corporation, et al., the debtors and
debtors-in-possession or any interested party in these bankruptcy
proceedings. His firm and all its members and associates are
"disinterested persons" as that term is defined in section 101(14)
of the Bankruptcy Code.

The Counsel can be reached through:

     Mark S. Indelicato, Esq.
     Mark T. Power, Esq.
     Janine M. Figueiredo, Esq.
     Alison M. Ladd, Esq.
     HAHN & HESSEN LLP
     488 Madison Avenue
     New York, NY 10022
     Telephone: (212) 478-7200
     Facsimile: (212) 478-7400
     Email: mindelicato@hahnhessen.com
            mpower@hahnhessen.com
            jfigueiredo@hahnhessen.com
            aladd@hahnhessen.com

The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:

     (a) Hahn & Hessen did not agree to a variation of its standard
or customary billing arrangement for this engagement;

     (b) None of the professionals included in this engagement have
varied their rate based on the geographic location of these chapter
11 cases;

     (c) Hahn & Hessen did not represent the Committee prior to the
Petition Date;

     (d) Hahn & Hessen is in the process of submitting to the
Committee for its approval Hahn & Hessen's proposed rates and
staffing plan; and

     (e) Hahn & Hessen is also in the process of submitting to the
Committee for its approval the firm's proposed professional fee
budget for the first four-plus months of these chapter 11 cases
through October 31, 2017.

The Firm can be reached through:

     Lynn Lewis Tavenner, Esq.
     Paula S. Beran, Esq.
     David N. Tabakin, Esq.
     Tavenner & Beran, PLC
     20 North Eighth Street, Second Floor
     Richmond, VA 23219
     Telephone: (804) 783-8300
     Telecopy: (804) 783-0178

                          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.

Judy A. Robbins, U.S. Trustee for Region 4, on June 22, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Gymboree Corp.


GYMBOREE CORP: Committee Taps Tavenner & Beran as Local Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Gymboree
Corporation, et al. seeks approval from the US Bankruptcy Court for
the Eastern District of Virginia, Richmond Division, to retain
Tavenner & Beran, PLC as its local counsel, retroactive to June 26,
2017.

Tavenner & Beran is expected to assist Hahn & Hessen. Services to
be rendered are:

     (a) assist, advise and represent the Committee in its
consultations with the Debtors regarding the administration of
these cases;

     (b) assist, advise and represent the Committee in analyzing
the Debtor' assets and liabilities, investigating the extent and
validity of liens and participating in and reviewing any proposed
asset sales, any asset dispositions, financing arrangements and
cash collateral stipulations or proceedings;

     (c) assist, advise and represent the Committee in any manner
relevant to reviewing and determining the Debtors' rights and
obligations under leases and other executory contracts;

     (d) assist, advise and represent the Committee in
investigating the acts, conduct, assets, liabilities and financial
condition of the Debtors, the Debtors' operations and the
desirability of the continuance of any portion of those operations,
and any other matters relevant to these cases or to the formulation
of a plan;

     (e) assist, advise and represent the Committee in its
participation in the negotiation, formulation and drafting of a
plan of liquidation or reorganization;

     (f) advise the Committee on the issues concerning the
appointment of a trustee or examiner under Section 1104;

     (g) assist, advise and represent the Committee in
understanding its powers and its duties under the Bankruptcy Code
and the Bankruptcy Rules and in performing other services as are in
the interests of those represented by the Committee;

     (h) assist, advise and represent the Committee in the
evaluation of claims and on any litigation matters, including
avoidance actions; and

     (i) provide such other services to the Committee as may be
necessary in these cases.

Tavenner & Beran's current hourly rates are:

     Billing Category   Range
     ----------------   -----
     Partners           $415-$425
     Associates         $240
     Paraprofessionals  $100

Lynn L. Tavenner,  member of Tavenner & Beran, PLC, attests that
the Firm is a "disinterested person" within the meaning of Sec.
101(14) of the Bankruptcy Code, as required by Sec. 327(a) of the
Bankruptcy Code, and does not hold or represent an interest adverse
to the Creditors Committee; and Tavenner & Beran has no connection
to the Debtors, their creditors, or other parties in interest.

The following is provided in response to the request for additional
information set forth in D1 of the U.S. Trustee's Appendix B
Guidelines:

     -- Tavenner & Beran and the Creditors Committee have not
agreed to any variations from, or alternatives to, Tavenner &
Beran's standard billing arrangements for this engagement.

     -- The hourly rates used by Tavenner & Beran in representing
the Creditors Committee are consistent with the rates that Tavenner
& Beran charges other comparable chapter 11 clients, regardless of
the location of the chapter 11 case.

     -- Tavenner & Beran has not represented the Creditors
Committee in the 12 months prepetition.

     -- A staffing plan and budget are being provided to the
Creditors Committee through September 2017.

The Firm can be reached through:

     Lynn L. Tavenner, Esq.
     Paula S. Beran, Esq.
     David N. Tabakin, Esq.
     TAVENNER & BERAN, PLC
     20 North Eighth Street, Second Floor
     Richmond, VA 23219
     Telephone: (804) 783-8300
     Facsimile: (804) 783-0178
     Email: ltavenner@tb-lawfirm.com
            pberan@tb-lawfirm.com
            dtabakin@tb-lawfirm.com

                        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.

Judy A. Robbins, U.S. Trustee for Region 4, on June 22, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Gymboree Corp.


HAVEN REAL ESTATE: Plan Outline Okayed, Status Hearing on Sept. 12
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois is
set to hold a status hearing September 12 on confirmation of the
proposed Chapter 11 plan of liquidation for Haven Real Estate Focus
Fund LP.

The liquidating plan proposes to pay general unsecured creditors in
full, plus interest.  Unsecured creditors are expected to recover
$43,284.14, according to Haven's latest disclosure statement which
was approved on a final basis by the court on August 1.

The plan also proposes to pay administrative claims.  Meanwhile,
holders of equity interests in Haven are expected to recover
between $706,075 and $3,165,026.

                         About Haven Real

Haven Real Estate Focus Fund LP sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35511) on
Nov. 7, 2016.  The petition was signed by Albert Adriani, manager.

The case is assigned to Judge Pamela S. Hollis.  The Debtor hires
Springer Brown, LLC, as legal counsel.

At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.

On June 21, 2017, the Debtor filed its proposed Chapter 11 plan of
liquidation.


ILLINOIS COMPOUNDING: Taps Ramsay & Associates as Accountant
------------------------------------------------------------
Central Illinois Compounding, Inc. seeks authorization from the US
Bankruptcy Court for the Central District of Illinois, Peoria
Division, to employ Ramsay & Associates, PC as accountants to
assist, among other duties, in the preparation of its required
schedules and monthly operating reports. The Debtor also needs the
firm with respect to annual and other required tax filings during
the case.

Ramsay will bill its time with its current hourly rates at:

     Certified Public Accountants  $175 per hour
     Bookkeeping                   $100 per hour  

Wendi E. Olson Ramsay, accountant/partner at Ramsay & Associates,
PC, attests that the firm is a "disinterested person" pursuant to
11 U.S.C. Sec. 101(14).

The Firm can be reached through:

     Wendi E. Olson Ramsay, CPA
     Ramsay & Associates, PC
     8428 N. Knoxville Avenue
     Peoria, IL 61615
     Tel: (309) 692-4016

                  About Central Illinois Compounding

Central Illinois Compounding, Inc., doing business as Preckshot
Professional Pharmacy -- http://www.preckshot.com/-- is a pharmacy
in Peoria, Illinois.  The Debtor is co-owned by Jennifer Siefert
(51%) and Wade Siefert (49%).  

Central Illinois Compounding filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Ill. Case No. 17-81031) on July 17, 2017,
estimating its assets and liabilities at between $1 million and $10
million.  The petition was signed by Jennifer Siefert, president.

Judge Thomas L. Perkins presides over the case.

Casey Christopher Kepple, Esq., at Kepple Law Group, LLC, serves as
the Debtor's bankruptcy counsel.


INC RESEARCH: S&P Cuts CCR to BB- on inVentive Deal, Outlook Pos.
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on INC
Research Holdings Inc. to 'BB-' from 'BB+' and removed the rating
from CreditWatch, where it was placed with negative implications on
May 10, 2017. The outlook is positive.

Raleigh, N.C.-based contract research organization (CRO) INC
Research Holdings Inc. and Boston-based CRO and contract commercial
organization (CCO) inVentiv Group Holdings Inc. have closed their
merger.

S&P said, "We also lowered the issue-level rating on the the senior
secured credit facility to 'BB-' from 'BB+' and removed the rating
from CreditWatch negative. The recovery rating is '3', indicating
our expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a payment default.

"In addition, we raised our corporate credit rating on inVentiv
Group Holdings Inc. to 'BB-' from 'B' and removed the rating from
CreditWatch, where we placed it with positive implications on May
10, 2017. The outlook is positive.

"At the same time, we raised the rating on inVentiv Group Holdings
Inc.'s senior unsecured notes to 'B' from 'CCC+' and removed the
rating from CreditWatch with positive implications. The recovery
rating is '6', indicating our expectation for negligible (0%-10%;
rounded estimate: 5%) recovery in the event of a payment default.

"Our positive outlook reflects our expectation for a slight decline
in pro forma organic revenue for 2017 followed by a return to
growth in 2018 as industry tailwinds lift the CRO business closer
to the industry growth rate of 7% and new drug approvals stimulate
demand for the CCO business. We believe there is the possibility
that over the next 12 months leverage will decline faster than we
expect from a combination of operating outperformance (low
disruption from integration) and early pay down of debt.

"We could consider a higher rating if in the next 12 months, the
company deleverages faster than we expect, using free cash flow to
repay additional debt and providing more certainty that adjusted
debt leverage will remain below 4x in the long term. In this
scenario, the company would exceed our forecast for new booked
business leading us to expect revenue growth above the industry
average and adjusted EBITDA margin improvement of about 200 basis
points from our current forecast of about 20%. The CCO business
provides upside in the upcoming years, although it adds potential
volatility. In addition, we would expect integration efforts to be
on track.

"We could revise the outlook to stable if we believe that long-term
leverage will remain between 4x-5x. In this scenario, we would
expect mid-single-digit revenue growth and adjusted EBTIDA margins
of about 18%, resulting from lagging bookings across the business
and difficulty capturing synergies.

"In addition, we could consider a lower rating if the company
pursues an additional debt-funded acquisition in the next 12
months, leading us to view financial policy as more aggressive than
expected."


INFINITI HOMES: Sept. 13 Plan and Disclosures Hearing
-----------------------------------------------------
Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern
District of Michigan granted Infiniti Homes International, Inc.'s
disclosure statement preliminary approval.

The deadline to return ballots on the First Amended Plan, as well
as to file objections to final approval of the Disclosure Statement
and objections to confirmation of the First Amended Plan, is Sept.
7, 2017.

The hearing on objections to final approval of the Disclosure
Statement and confirmation of the First Amended Plan will be held
on Sept. 13, 2017, at 11:00 a.m., in Room 1925, 211 W. Fort Street,
Detroit, Michigan.

           About Infiniti Homes International, Inc.

Infiniti Homes International, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Mich. Case No. 17-44832) on March 31, 2017.
The Hon. Thomas J. Tucker presides over the case.  Goldstein
Bershad & Fried, PC represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Derek
Washam, president and 100% owner.


INNOPHOS HOLDINGS: Moody's Affirms Ba2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating,
Ba3-PD probability of default rating and Ba2 senior secured rating
of Innophos Holdings, Inc. and lowered the speculative grade
liquidity rating to SGL-3 from SGL-2. The ratings outlook is
stable. The change in the company's liquidity rating reflects
expectations that the company's revolver availability will be
reduced after it funds a proposed $125 million acquisition of Novel
Ingredients with revolver borrowing and will generate only a modest
amount of free cash flow in 2017 that can be used for debt
reduction. Innophos Holdings announced on August 1 that it entered
into an agreement to acquire Novel Ingredients, a New Jersey-based
provider of dietary supplement ingredient solutions, from a private
equity firm for a total purchase price of $125 million to be funded
with debt. The transaction is subject to regulatory approval and is
expected to be completed in the third quarter.

Moody's took the following rating actions:

Innophos Holdings, Inc.

Ratings Affirmed:

Corporate Family Rating -- Ba2

Probability of Default Rating -- Ba3-PD

Senior Secured Credit Facility Rating -- Ba2 (LGD 3)

Ratings Lowered:

Speculative grade liquidity rating -- SGL-3 from SGL-2

Rating outlook -- Stable

RATINGS RATIONALE

The affirmation of Innophos's Ba2 corporate family rating reflects
expectations that leverage and interest coverage will remain strong
pro forma for the proposed Novel Ingredients acquisition. Pro forma
for the transaction and expected synergies, Innophos' debt/EBITDA
as adjusted by Moody's will increase to 2.5 times in the twelve
months ended June 30, 2017 from a reported level of 1.7 times.
Novel Ingredients has an annual revenue of approximately $100
million. The company reported that the purchase price represents a
12.1 times adjusted 2017 EBITDA multiple and a 7.7 times multiple
pro forma for expected cost and tax synergies. Moody's expects the
company will lower leverage to about 2 times by the end of 2018 as
it integrates the acquisition, realizes synergies and uses modest
free cash flow to pay down debt. Moreover, the expectation assumes
meaningful debt reduction before the next sizable transaction. The
acquisition is credit neutral as it diversifies the company's
products offerings that are currently concentrated in phosphate,
adds faster growing end markets; however, it also increases debt
and provides limited additional free cash flow to de-lever over the
next 12 -- 18 months. Given the company's five-year strategy to
increase sales to $1.25 billion, event risk has increased
significantly and a similarly sized deal over the next two years
would likely result in a negative outlook or downgrade to the
rating. Innophos has the ability to increase leverage under its
credit facility to fund additional acquisitions; hence additional
deals are more likely to negatively impact the rating going
forward.

Innophos' Ba2 corporate family rating reflects the company's modest
scale (revenue base of less than $1 billion) and limited
operational and product diversity, offset by strong credit metrics,
including low leverage and strong interest coverage. Innophos
generates the majority its revenue from specialty phosphates
(including some commodity products, such as phosphoric acid) and
the rest from commodity phosphate fertilizers. Operationally, the
company relies heavily on its Mexican plant for its merchant green
phosphoric acid (MGA), but it can produce purified phosphoric acid
(PPA) at both Mexican and US plants. Innophos' vertical
back-integration into MGA provides a meaningful advantage versus
the competitors.

The stable rating outlook reflects Moody's expectations that the
company will maintain strong credit metrics and use free cash flow
to pay down debt.

The company's rating could be downgraded, if Debt/EBITDA rises
above 2.5x on a sustained basis and Retained Cash Flow/Debt falls
below 20% or if liquidity deteriorates.

Though not expected due to Innophos' modest scale and narrow
product offering, Moody's would consider raising the company's
rating if it were able to (1) diversify its revenue stream (such
that the mineral nutrients business accounted for at least 25% of
earnings); (2) grow revenues above $1.5 billion; and (3) strengthen
credit metrics such that Debt/EBITDA remains 2.0x and Retained Cash
Flow/Debt remains above 25% on a sustained basis.

Moody's expect Innophos to have adequate liquidity over the next
four quarters, supported by modest amount of cash on hand and
modest projected free cash flow generation. The company had $33
million of cash, mostly held overseas. The company is expected to
draw on its $450 million revolving credit facility to fund the
acquisition of Novel Ingredients, which would reduce revolver
availability to about $145 million. The revolver matures on
December 22, 2021 and has a $150 million incremental facility,
which can be accessed at any time prior to the maturity date with
minimum incremental increase of $25 million up to six times. The
credit facility has two financial covenants including a total
leverage ratio at 3.5 times which may step up to 4 times for four
consecutive fiscal quarters following a permitted acquisition, and
an interest coverage ratio at 3 times. Moody's expects it to be in
compliance with the covenants over the next 12 months. Innophos
does not have any material near-term debt maturities.

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

Innophos Holdings, Inc. is a US-based producer of specialty
phosphate salts, acids and related products used by food and
beverage, pharmaceutical, industrial and agricultural end markets.
The company has manufacturing operations in the US, Canada, Mexico,
and China. Innophos' revenues totaled $700 million in the twelve
months ended June 2017 ($800 million pro forma for Novel
Ingredients acquisition).


INVERSIONES ARAXI: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Affiliated debtors that filed Chapter 11 bankruptcy petitions:

      Debtor                                       Case No.
      ------                                       --------
      Inversiones Araxi Group Corp                 17-05575
        DBA Motel The Rose
      Box 565
      Salinas, PR 00751

      Buena Vista Plantation Corp                  17-05576
      Box 565
      Salinas, PR 00751

      PR 1 Investment Rooms Corp                   17-05575
         dba Motel Lisboa
      Box 565
      Salinas, PR 00751

Business Description: Inversiones Araxi Group is a small
                      organization in the hotels and motels
                      industry located in Caguas, Puerto Rico.
                      Inversiones Araxi and Buena Vista Plantation
                      previously sought bankruptcy protection on
                      March 31, 2016 (Bankr. D.P.R. Case No. 16-
                      02428 and 16-02426, respectively).

Chapter 11 Petition Date: August 8, 2017

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Judge: Hon. Edward A Godoy

Debtors' Counsel: Gerardo L Santiago Puig, Esq.
                  GSP LAW, P.S.C.
                  Doral Bank Plaza Suite 801
                  33 Resolucion St
                  San Juan, PR 00920
                  Tel: 787-777-8000
                  Fax: 787-767-7107
                  E=mail: gsantiagopuig@gmail.com

                                        Estimated    Estimated
                                          Assets    Liabilities
                                        ---------   -----------
Inversiones Araxi                       $1M-$10M      $1M-$10M
Buena Vista                            $100K-$500K    $1M-$10M
PR 1 Investment                          $0-$50K      $1M-$10M

The petitions were signed by Luis J. Perez Delgado, president.

Inversiones Araxi's list of 16 largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb17-05575.pdf

Buena Vista's list of four unsecured creditors is available for
free at http://bankrupt.com/misc/prb17-05576.pdf

PR 1 Investment's list of 10 unsecured creditors is available for
free at http://bankrupt.com/misc/prb17-05577.pdf


J CREW GROUP: CEO Gets Salary Raise for Additional Roles
--------------------------------------------------------
J.Crew Group, Inc., entered into an Amendment to Letter Agreement
with Michael Nicholson, dated Aug. 2, 2017, which amended the
Letter Agreement by and between the Company and Mr. Nicholson,
dated Dec. 3, 2015.  The terms of compensation provided for in the
Amendment are intended to compensate Mr. Nicholson for the
additional duties and responsibilities in his role as president and
chief operating officer, which he is undertaking following the
employment of the Company's new chief executive officer.  

Pursuant to the Amendment, effective as of May 25, 2017, Mr.
Nicholson's base salary was raised from $800,000 to $1,000,000.
Mr. Nicholson will be eligible for a retention bonus which will be
paid out on the following schedule, provided that he remains
employed by the Company through the applicable payment date:
$500,000 on Jan. 1, 2018; $500,000 on July 1, 2018; and $1,000,000
on May 1, 2019.  In the event that Mr. Nicholson's employment with
the Company is terminated by the Company without cause, by Mr.
Nicholson for Good Reason, or due to Mr. Nicholson's death or
disability, (1) on or before July 1, 2018, the Company will pay to
Mr. Nicholson $1,000,000 (less any portion of the Retention Bonus
previously paid) and (2) after July 1, 2018 and before May 1, 2019,
a pro rata portion of the remaining $1,000,000 of the Retention
Bonus (based on whole months completed), provided in each case that
Mr. Nicholson executes a valid release and waiver within sixty days
of such termination.

The Amendment provides that Mr. Nicholson is eligible to
participate in the Company's 2017 Transformation Incentive Plan, in
accordance the terms of the TIP and his award notice.  In the event
that Mr. Nicholson's employment with the Company is terminated by
the Company without cause, by Mr. Nicholson for Good Reason, or due
to Mr. Nicholson's death or disability, he will be entitled to
receive the TIP award (1) for the performance period in which the
termination occurs and (2) for the subsequent performance period,
in each case based on actual performance and subject to Mr.
Nicholson's executing a valid release and waiver within sixty days
of such termination.

Mr. Nicholson will receive severance benefits and accelerated
vesting of time-based incentive equity awards (in accordance with
the terms of the Letter Agreement) if (1) the Company achieves
Adjusted EBITDA, determined on a twelve month trailing basis and
sustained for a period of at least six fiscal months thereafter, of
no less than $300 million, (2) he remains continuously employed by
the Company through Feb. 1, 2020, and (3) he terminates his
employment between Feb. 2, 2020, and Aug. 1, 2020, upon thirty
days' notice.  Adjusted EBITDA is calculated consistent with the
methodology used for Company's quarterly earnings release and may
be adjusted in good faith to reflect the consequences of future
acquisitions and dispositions.

The Amendment also states that Mr. Nicholson will be eligible to
participate in any new equity plan adopted by the Company for the
benefit of its senior executives.  Mr. Nicholson agrees that
changes to his position, authority, duties, or responsibilities as
president and chief operating officer will not constitute good
reason except to the extent that they are materially and adversely
inconsistent with the position.

                   About J.Crew Group, Inc.

J.Crew Group, Inc. is an internationally recognized omni-channel
retailer of women's, men's and children's apparel, shoes and
accessories.  As of June 26, 2017, the Company operates 277 J.Crew
retail stores, 118 Madewell stores, jcrew.com, jcrewfactory.com,
the J.Crew catalog, madewell.com, and 179 factory stores (including
39 J.Crew Mercantile stores).  Certain product, press release and
SEC filing information concerning the Company are available at the
Company's website www.jcrew.com.

For the year ended Jan. 28, 2017, J. Crew reported a net loss of
$23.51 million following a net loss of $1.24 billion for the year
ended Jan. 30, 2016.  As of April 29, 2017, J. Crew had $1.28
billion in total assets, $2.18 billion in total liabilities and a
total stockholders' deficit of $907.02 million.

                           *    *    *

As reported by the TCR on July 19, 2017, 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.  "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."

J. Crew has a 'Caa2' Corporate Family Rating from Moody's Investors
Service.  J. Crew's 'Caa2' Corporate Family Rating reflects its
weak operating performance and high debt burden, with credit
agreement debt/EBITDA of 11 times and interest coverage below 1.0
time, Moody's said.


JEM REST CORP: Plan Outline Okayed, Plan Hearing on Sept. 6
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
consider approval of the Chapter 11 plan of reorganization for Jem
Rest. Corp. at a hearing on September 6.

The hearing will be held at 2:00 p.m., at the U.S. Post Office and
Courthouse Building, Courtroom No. 1, Second Floor, 300 Recinto
Sur, San Juan, Puerto Rico.

The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on July 27.

The order required creditors to cast their votes accepting or
rejecting the plan, and file their objections at least 10 days
prior to the hearing.

                      About Jem Rest. Corp.

Headquartered in San Juan, Puerto Rico, Jem Rest., Corp. filed for
Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-00152)
on Jan. 14, 2016.  The Debtor estimated assets of less than $50,000
and liabilities of less than $1 million.  

Judge Brian K. Tester presides over the case.  Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices, LLC, serves as the
Debtor's bankruptcy counsel.

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


KNIGHT ENERGY: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates that filed separate Chapter 11 bankruptcy
petitions:

     Debtor                                         Case No.
     ------                                         --------
     Knight Energy Holdings, LLC                    17-51014
        fka Knight Oil Tools, LLC
     2727 SE Evangeline Thruway
     Lafayette, LA 70508

     Knight Oil Tools, LLC                          17-51015
     Knight Manufacturing, LLC                      17-51016
     KDCC, L.L.C. f/k/a Knight Well Services, LLC   17-51017
     Tri-Drill, LLC                                 17-51018
     Advanced Safety and Training Management, LLC   17-51019
     Knight Security, L.L.C.                        17-51020
     Knight Information Systems, L.L.C.             17-51021
     El Caballero Ranch, Inc.                       17-51022
     Rayne Properties, L.L.C.                       17-51023
     Knight Aviation, L.L.C.                        17-51024
     Knight Research & Development, LLC             17-51025
     Knight Family Enterprises, L.L.C.              17-51026
     HMC Leasing, LLC                               17-51027
     HMC Investments, L.L.C.                        17-51029
  
Business Description: Knight supplies a wide offering of rental
                      equipment and services for drilling,
                      completion and well control activities,
                      serving a diverse base of oil and gas
                      operators.  Knight is a multi-basin service
                      provider with operations in nine states.  
                      The Debtors make their services available to

                      clients in the most prolific producing
                      geographies in the United States, including
                      the Permian, Eagle Ford, San Juan, Bakken,
                      Cotton Valley, DJ, Haynesville, Alaska, and
                      the Gulf Coast.  In the past, the Debtors
                      have also provided services internationally
                      in Norway, the Netherlands, Iraq, UAE,
                      Australia, and Colombia.  There are
                      presently no international operations.
                      The Debtors currently employ approximately
                      330 employees spread throughout the 18
                      active locations.

Chapter 11 Petition Date: August 8, 2017

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

Judge: Hon. Robert Summerhays

Debtors' Counsel:     Douglas S. Draper, Esq.
                      William H. Patrick, III, Esq.
                      Tristan E. Manthey, Esq.
                      Cherie D. Nobles, Esq.
                      HELLER, DRAPER, PATRICK, HORN &
                      DABNEY, L.L.C.
                      650 Poydras Street, Suite 2500   
                      New Orleans, Louisiana 70130
                      Tel: 504.299.3300
                      Fax: 504.299.3399
                      Email: ddraper@hellerdraper.com
                             wpatrick@hellerdraper.com
                             tmanthey@hellerdraper.com
                             cnobles@hellerdraper.com

Debtors'
Crisis
Managers:             GARY L. PITTMAN
                      OPPORTUNE, LLP

Debtors'
Claims,
Noticing
& Solicitation
Agent:                DONLIN, RECANO & COMPANY, INC.
                      Web site:
https://www.donlinrecano.com/Clients/knight/Index

Knight Energy Holdings'
Estimated Assets: $50 million to $100 million

Knight Energy Holdings'
Estimated Debt: $100 million to $500 million

The petitions were signed by Kelley Knight Sobiesk, member,
director.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
National Oilwell Varco &              Trade Debts         $536,238
Affiliates
7909 Parkwood Circle Drive
Houston TX 77036
Amy Raabe
Tel: 281-341-5365
Fax: 281-342-3540
Email: amy.raabe@nov.com

Jones Walker LLP                      Professional        $251,331
201 St. Charles Ave. 50th Floor         Services
New Orleans LA 70170-1000
Joseph Mince
Tel: 504-582-8220
Fax: 504-589-8220
Email: jmince@joneswalker.com

Rubicon Oilfield International         Trade Debts        $246,389
Email: Gayle.Culver@loganinternationalinc.com

GreatAmerica Financial Svcs             Personal          $238,311
                                        Property
                                         Lease

ESIS Inc.                              Professional       $193,349
Email: robin.czajkowski@chubb.com        services

Thompson Reuters Tax &                 Professional       $170,612
Accounting Inc.                          services
Email: justin.dollow@thomsonreuters.com

24 Waterway, LLC                         Guarantee        $159,051
Email: ysoria@pmrg.com                     Claim

Sunbelt Steel Texas, Inc.               Trade Debts       $155,449
Email: mbalexander@sunbeltsteel.com

NLB Corp                                Trade Debts       $146,235

Schmoyer Reinhard LLP                   Professional      $132,542
Email: joverocker@sr-llp.com              services

Safety Kleen Systems, Inc.              Trade Debts       $129,341
Email: nichols.lawanner@cleanharbors.com

Automotive Rentals, Inc.                Trade Debts       $123,395
Email: EHogan@arifleet.com

Waukesha-Pearce Industries, Inc.        Trade Debts       $120,104
Email: karron.gonzalez@wpi.com

A.S.A.P. Industries                     Trade Debts       $118,835
Manufacturing LLC
Email: accountsreceivables@asapind.net

Wex Bank                                Trade Debts       $112,778

T & T Pipe Services, Inc.               Trade Debts       $112,347
Email: ttpipeservice@yahoo.com

Christopher Oil Tools LLC               Trade Debts       $104,917
Email: John@christopheroiltools.com

P.S.C. Supply, Incorporated             Trade Debts        $96,829
Email: shellypsc@bellsouth.net

Bombardier Inc.                         Trade Debts        $90,419
Email: bill.hantzis@aero.bombardier.com

Beacon Oilfield Service LLC             Trade Debts        $81,487
Email: beaconrentaltools@yahoo.com

Swivel Rental                           Trade Debts        $70,918
Email: dburns@swivelrental.com

Artis HRA Hudsons Bay, LP              Real Property       $68,265
                                           Lease

Power Rig Rental Tool Co.               Trade Debts        $68,015
Email: stacy@prrt.glacoxmail.com

ACME Truck Line, Inc.                   Trade Debts        $63,370
Email: connie.savois@acmetruck.com

Gulfstream Services, Inc.               Trade Debts        $60,432
Email: btheriot@gulfstreamservices.com

Buckalew Employment Service             Trade Debts        $59,414

Texas Lehigh Cement Company             Trade Debts        $57,448

Quail Tools, Incorporated               Trade Debts        $55,293

EDI Environmental Services              Trade Debts        $53,999
Email: clay.c@edienvironmental.com

Pneumatic & Hydraulic Co LLC            Trade Debts        $50,544
Email: sherieh@pheumaticandhydraulic.com


LMCHH PCP: Disclosures Approved; Plan Outline Hearing on Sept. 25
-----------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana approved LMCHH PCP, LLC, et al.'s disclosures
statement for its joint plan of liquidation.

Any objection, comment or response to confirmation of the Plan
shall be filed in writing on or before Sept. 18, 2017, at 12:00
p.m. (Central Time).

A hearing shall be held on Sept. 25, 2017, at 9:00 a.m. (Central
Time) to consider confirmation of the Plan.

                   About Louisiana Medical

LMCHH PCP LLC and Louisiana Medical Center and Heart Hospital,
LLC,
currently operate a state-of-the-art 213,000 square facility and
two medical office buildings.

Originally licensed for 58 beds in 2003, as a result of its
physical and strategic expansion in 2007, the Hospital is now a
full-service 132-bed acute care hospital with seven operating
rooms, three catheterization laboratories, and a 24-hour heart
attack intervention center dedicated to providing advanced medical
treatment and compassionate care to patients and families
throughout the North Shore area.

LMCHH PCP and LHH sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10201) on Jan.
30,
2017. The cases have been assigned to the Hon. Judge Laurie Selber
Silverstein.

LMCHH estimated assets in the range of $1 million to $10 million
and liabilities of up to $500 million.  LHH estimated assets in
the
range of $10 million to $50 million and liabilities of $100
million
to $500 million.

The Debtors have hired Young, Conaway, Stargatt & Taylor LLP as
local counsel, Alston & Bird LLP as legal counsel, and The Garden
City Group, Inc., as claims and noticing agent.


MACBETH DESIGNS: Plan Outline Okayed, Plan Hearing on Sept. 12
--------------------------------------------------------------
The U.S. Bankruptcy Court in New Jersey is set to hold a hearing on
Sept. 12, 2017, to consider approval of the Chapter 11 plan for
Macbeth Designs, LLC.

The Court will also consider at the hearing final approval of the
company's disclosure statement, which it conditionally approved on
Aug. 1.

The order set a Sept. 5 deadline for creditors to file their
objections and cast their votes accepting or rejecting the proposed
plan.

                      About Macbeth Designs

Macbeth Designs LLC is a limited liability company incorporated in
the State of New Jersey which licenses designs as a part of the
Macbeth Collection brand.  Macbeth Collection is a global lifestyle
brand known for its "on trend" bright colors and preppy bohemian
prints with a presence in over 6,000 department and specialty
stores ranging from big box retailers like Wal-Mart to high end
department stores like Saks Fifth Avenue.

Together with other related entities in which Margaret Josephs
holds an ownership interest, Macbeth Designs LLC is engaged in the
business of creating, designing and marketing products which
contain various designs that have been developed and maintained
since the inception of the Macbeth Collection brand in 2001.
Currently, Macbeth Designs licenses its trademarks and designs in
connection with, among other things, home accessories, various
storage products, consumer electronics, personal care products and
clothing.

Macbeth Designs, LLC, filed a Chapter 11 petition (Bankr. D.N.J.
Case No. 16-30967) on Nov. 1, 2016.  The petition was signed by
Margaret Josephs, managing member.

The Debtor disclosed $1.5 million in liabilities as of the
bankruptcy filing.

Judge John K. Sherwood presides over the case.  

Cullen and Dykman LLP represents the Debtor as bankruptcy counsel.
The Debtor hired Wetter & Convertini P.C. as its accountant and
Withum Smith & Brown PC as its special financial advisor.

On July 21, 2017, the Debtor filed its proposed Chapter 11 plan and
disclosure statement.


MAINLINE EQUIPMENT: 9th Cir. Upholds Nixing of LA Tax Liens
-----------------------------------------------------------
Bryan Koenig of Bankruptcy Law360 reports that the U.S. Court of
Appeals for the Ninth Circuit upheld bankruptcy court rulings
allowing Mainline Equipment, Inc., dba Consolidated Repair Group,
to set aside tax liens asserted by the Los Angeles County Treasurer
on its personal property.

The adversary case is In re: Los Angeles County Treasurer v.
Mainline Equipment Inc., case number 15-60069, in the U.S. Court of
Appeals for the Ninth Circuit.

                    About Mainline Equipment

Mainline Equipment, Inc., d/b/a Consolidated Repair Group, first
bankruptcy protection (Bankr. C.D. Cal. Case 12-31956) on June 25,
2012, and then again on Aug. 30, 2012 (Bankr. C.D. Cal. Case No.
12-39746).  The petitions were signed by Jennifer PeGan, CFO.  The
Debtor estimated $0 to $50,000 in assets and $1,000,001 to
$10,000,000 in liabilities.

Robert I. Brayer, Esq., of Haberbush Feinberg LLP, served as
counsel to the Debtor in the June 2012 petition.  David R.
Haberbush, Esq., of Haberbush & Associates, LLP, served as counsel
in the August 2012 petition.


MAINLINE EQUIPMENT: L.A. County Banned from Enforcing Tax Liens
---------------------------------------------------------------
The U.S. Court of Appeals, Ninth Circuit, has issued an opinion
affirming the Bankruptcy Appellate Panel and the Bankruptcy Court's
conclusion that Mainline Equipment, Inc., could avoid the Los
Angeles County Treasurer and Tax Collector's liens under Section
545(2).

The County recorded tax delinquency certificates with the Los
Angeles County Recorder in 1993, 2010, and 2012 due to the Debtor's
failure to pay property taxes assessed by the Los Angeles County
Treasurer and Tax Collector on its personal, or non-real estate,
property.

The County obtained statutory liens on the Debtor's personal
property under section 2191.4. Pursuant to section 2191.4 of the
California Revenue and Taxation Code, the recording of the
certificates created broad liens on all of the Debtor's property in
Los Angeles County. The County conceded that it did not record any
of its liens with the Secretary of State of California, arguing
that it was not required to do so to perfect the liens.

In 2012, the Debtor filed a voluntary Chapter 11 bankruptcy
petition, scheduling the County as an unsecured creditor, and
initiated an adversary proceeding to set aside the County's liens
on its personal property, maintaining that it had the power to do
so under 11 U.S.C. Section 545(2).

Under 11 U.S.C. Section 545(2), the County of Los Angeles cannot
enforce a lien on the personal property of a Chapter 11 debtor in
possession, when the County has failed to perfect the lien as
against a bona fide purchaser.

Accordingly, the Bankruptcy Court granted summary judgment to the
Debtor because the liens were statutory in nature and, under
California law, had not been perfected against a hypothetical bona
fide purchaser of personal property. Therefore, the Bankruptcy
Court held that the Debtor was entitled to assert the rights of a
trustee to avoid the liens.

In 2015, relying on the Ninth Circuit's decision in Cummins, 656
F.2d 1262, the Bankruptcy Appellate Panel affirmed the Bankruptcy
Court's judgment, reasoning that a bankruptcy trustee could
invalidate section 2191.4 liens on personal property under the
powers given to a trustee by the statutory antecedent to Section
545(2).

During its appeal to the Bankruptcy Appellate Panel in the
adversary proceeding, the County sought and received a stay of the
Chapter 11 bankruptcy case, to ensure that the Debtor's assets
would not be fully disbursed before the County's right to those
assets was adjudicated. After the Bankruptcy Appellate Panel issued
its decision, the County sought another stay of the bankruptcy case
during its appeal to the Ninth Circuit. However, the BAP denied the
motion, allowing the bankruptcy case to move forward. Mainline's
attorneys then filed an application for attorney's fees and costs
to be disbursed from the Debtor's estate, and a motion to dismiss
the bankruptcy case.

On March 9, 2016 -- while the appeal was pending -- the Bankruptcy
Court dismissed the bankruptcy case and authorized payment of
attorney's fees and costs from the available cash, "subject to any
disgorgement ordered by the Ninth Circuit" in relation to the
appeal.

The Ninth Circuit rejects the Debtor's argument that the appeal has
been mooted by the disbursal of its bankruptcy estate and dismissal
of the Chapter 11 case. The Ninth Circuit maintains that the appeal
is not constitutionally moot because the Court can still provide
"effective relief" to the County. The Ninth Circuit points out that
in the order awarding fees and costs to the Debtor's counsel and
disbursing the last of the Debtor's assets, the Bankruptcy Court
expressly made the payment "subject to any disgorgement" that the
Ninth Circuit  might order in the appeal.

The Ninth Circuit agrees with the Bankruptcy Court and the BAP that
its decision in Cummins controls and that the Debtor may set aside
the County's liens. Pursuant to Section 545(2), the Debtor may
avoid liens that are (1) statutory and (2) unenforceable against a
hypothetical bona fide purchaser under California law.

The Ninth Circuit points out that the County filed certificates
documenting the Debtor's tax delinquency with the Los Angeles
County Recorder, and under the California Revenue and Tax Code
section 2191.4, by filing those certificates, the County obtained
liens "upon all personal and real property in the county" owned by
Debtor. Because the County's liens arose "solely by force of
statute," the Ninth Circuit concludes that they meet Section
545(2)'s first requirement for avoidance.

The Ninth Circuit maintains that Section 2191.4 not only created
the County's liens but it also describes their enforceability. The
statute expressly provides that liens on personal property are
unenforceable against a bona fide purchaser. California's
definition of a bona fide purchaser: one who purchases for "value,
in good faith, and without actual or constructive notice of
another's rights."

The County points out that section 2191.4 provides that liens
created by the statute have "the force, effect, and priority of a
judgment lien." The County says that this "judgment lien" provision
renders its liens enforceable against a bona fide purchaser.

The Ninth Circuit concludes that since there is an express
exception to the enforceability of liens created by section 2191.4
-- liens on personal property are not perfected against bona fide
purchasers -- this exception must control against the more general
judgment lien provision, which applies to both personal and real
property.

Moreover, the Ninth Circuit states that section 2191.4's judgment
lien provision did not give the County's liens the same
enforceability as any judgment lien. Rather, the Ninth Circuit
points out that it gave the County's liens -- which were recorded
with the county -- the validity of a judgment lien recorded with
the county. the Ninth Circuit maintains that judgment liens
recorded with the county are enforceable against real, but not
personal, property.

The Ninth Circuit mentions that a judgment lien on personal
property can be perfected by recording it with the Secretary of
State. The Ninth Circuit, however, notes that the County took no
additional steps to perfect its liens beyond recording them with
the county.

The appealed case is IN RE MAINLINE EQUIPMENT, INC., DBA
Consolidated Repair Group, Debtor, LOS ANGELES COUNTY TREASURER &
TAX COLLECTOR, Appellant, v. MAINLINE EQUIPMENT, INC., Appellee,
No. 15-60069 (9th Cir.).

A full-text copy of the Opinion filed on July 31, 2017, is
available at http://tinyurl.com/y73ukofsfrom Leagle.com.

                       About Mainline Equipment

Mainline Equipment, Inc. dba Consolidated Repair Group filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-39746), on August
30, 2012. The petition was signed by Jennifer PeGan, CFO. The case
is assigned to Judge Barry Russell. The Debtor is represented by
David R. Haberbush, Esq. at Haberbush & Associates, LLP. At the
time of filing, the Debtor had less than $50,000 in estimated
assets and $1,000,001 to $10,000,000 in estimated liabilities.

Barry S. Glaser, Susan M. Freedman, and Jacquelyn H. Choi,
Steckbauer Weinhart LLP, Los Angeles, California, for Appellant.

Walter J. de Lorrell, III, Senior Deputy; Thomas E. Montgomery,
County Counsel; Office of County Counsel, San Diego, California;
for Amici Curiae California State Association of Counties and
California Association of County Treasurers and Tax Collectors.


MARKETS & FUN: Sept. 5 Hearing on Plan Outline and Disclosures
--------------------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the District of Puerto Rico conditionally approved Markets & Fun,
LLC's disclosure statement with respect to its plan of
reorganization filed on August 1, 2017.

Sept. 5, 2017, at 10:00 a.m. is fixed for the hearing on final
approval of the disclosure statement and for the hearing on
confirmation of the plan.

Three days prior to the hearing is fixed as the last day for filing
written acceptances or rejections to the plan.

Three days prior to the hearing is fixed as the last day for filing
and serving written objections to the disclosure statement and
confirmation of the plan.

Markets & Fun, LLC, filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 16-08010) on October 5, 2016, and is represented by Myrna
L Ruiz Olmo, Esq., at MRO Attorneys at Law, LLC.


MIDWEST FARM: Plan Exclusivity Period Extended Through Sept. 29
---------------------------------------------------------------
The Hon. Charles L. Nail, Jr. of the U.S. Bankruptcy Court for the
District of South Dakota, upon the behest of Midwest Farm, L.L.C.,
has extended the exclusive periods for the Debtor to file a
modified plan and an amended disclosure statement to September 29,
2017, and the exclusive period for the Debtor to obtain
confirmation of a plan to January 31, 2018.

The Troubled Company Reporter has previously reported the Debtor
asked for exclusivity extension because it wants to preserve its
exclusivity rights in case it needs to file a different Plan later
on.

The Debtor told the Court that it had reached an agreement with
Plains Commerce Bank by written e-mails which set forth the terms
of such agreement. After extensive negotiations between the
Parties, the Debtor also told the Court that Plains Commerce Bank
accepted those terms in writing.  However, the Debtor claimed that
when its counsel placed those terms into a formalized written
Stipulation, Plains Commerce Bank refused to sign it and now wants
a better deal.

Thereafter, the Debtor said it had already prepared its Disclosure
Statement and Plan of Reorganization based upon the written
agreement, which agreement required the Debtor to file its
Disclosure Statement and Plan of Reorganization on July 24, 2017.
In compliance with its agreement with Plains Commerce Bank, the
Debtor filed its Disclosure Statement and Plan of Reorganization on
July 24, but wants to preserve its rights by extending the
exclusivity in case it needs to file a different Plan later on.

                      About Midwest Farm

Midwest Farm, L.L.C., is engaged in the business of grain farming
and custom farming with facilities located in and around Aurora,
South Dakota, and farms real estate located in Brookings County,
South Dakota; Moody County, South Dakota; and Lincoln County,
Minnesota.  Each of Douglas Stein and Dana Stein owns a 50%
membership interest in the Debtor.

Midwest Farm filed a Chapter 11 petition (Bankr. D. S.D. Case No.
17-40091) on March 24, 2017.  At the time of filing, the Debtor
disclosed $9.69 million in total assets and $6.66 million in total
liabilities.

The case is assigned to Judge Charles L. Nail, Jr.

Gerry & Kulm Ask, Prof. LLC, is serving as bankruptcy counsel, with
the engagement led by Laura L. Kulm Ask, Esq.  Kathy Meland is the
Debtor's agricultural financial consultant.


MINDEN AIR: Court Approves Disclosure Statement
-----------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada issued an order approving Minden Air Corp.'s
disclosure statement in support of its plan of reorganization.

The Troubled Company Reporter previously reported that under the
restructuring plan, creditors holding Class 6 general unsecured
claims will be paid, without interest, within two years following
the effective date of the plan.

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

                      https://is.gd/1vDsZ4

                     About Minden Air Corp.

Minden Air Corp. operates an aircraft repair, refurbishing and
reconfiguration company.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 16-51033) on August 18, 2016.  The
petition was signed by Leonard K. Parker, president.  At the time
of the filing, the Debtor disclosed $5.07 million in assets and
$883,504 in liabilities.

Judge Bruce T. Beesley presides over the case.  The Law Offices of
Alan R. Smith represents the Debtor as legal counsel.


MSES CONSULTANTS: Hearing on Plan Confirmation Set for August 25
----------------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia approved MSES Consultants,
Inc.'s fourth amended disclosure statement in support of its fourth
amended plan of reorganization.

August 18, 2017, is fixed as the last day for filing acceptances or
rejections of the Plan of Reorganizations.

August 18, 2017, is fixed as the last day for filing with the Court
and serving written objections to confirmation of the Plan of
Reorganization.

A hearing shall be held on August 25, 2017, at 2:00 p.m., in the
U.S. Bankruptcy Courtroom, located 324 West Main Street,
Clarksburg, West Virginia, to consider and act upon confirmation of
the Fourth Amended Plan of Reorganization and any objection thereto
timely filed with the court.

As previously reported by the Troubled Company Reporter, under the
fourth amended plan, general unsecured creditors are classified in
Class 5 and will receive a distribution of 13.13% of their allowed
claims, to be distributed in 60 equal monthly payments, with the
first payment being made on Sept. 1, 2017.  This class is impaired
by the Plan. Monthly payment will be at $3,600 until July 1, 2022.

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

          http://bankrupt.com/misc/wvnb15-01204-301.pdf

                    About MSES Consultants

Headquartered in Clarksburg, West Virginia, MSES Consultants,
Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. W.V. Case
No. 15-01204) on Dec. 14, 2015, estimating its assets at between
$50,000 and $100,000 and liabilities at between $1 million and $10
million.  The petition was signed by Lawrence M Rine, president.

Judge Patrick M. Flatley presides over the case.

Richard R. Marsh, Esq., at McNeer, Highland, McMunn And Varner,
LC, serves as the Debtor's bankruptcy counsel.


NATIONAL AIR CARGO: Disclosure Statement Hearing Set for Sept. 14
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York is
set to hold a hearing on Sept. 14, 2017, to consider approval of
the disclosure statement, which explains the Chapter 11 plan for
National Air Cargo, Inc.

The hearing will take place at the Olympic Towers, Part I
Courtroom, Suite 350, 300 Pearl Street, Buffalo, New York.
Objections are due by Sept. 6.

                    About National Air Cargo

National Air Cargo, Inc. -- http://www.nationalaircargo.com/-- is

incorporated in the state of New York and operates out of Orchard
Park New York.  The parent company is incorporated in the state of
Florida.  The Debtor provides transportation and logistics
solutions to get cargo quickly and safely to wherever it needs to
be.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
W.D.N.Y. Case No. 14-12414) on Oct. 17, 2014.  The petition was
signed by Brian T. Conaway, secretary and VIP of Finance.  The
Debtor estimated its assets and liabilities at $1 million to $10
million each.

The Hon. Michael J. Kaplan presides over the case.  John A.
Mueller, Esq., and Raymond L. Fink, Esq., at Harter Secrest & Emery
LLP, serve as the Debtor's bankruptcy counsel.

On July 31, 2017, the Debtor filed a Chapter 11 plan and disclosure
statement.


NORTH CENTRAL FLORIDA: Sept. 7 Hearing on Disclosure Statement
--------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida will convene a hearing on Sept. 7, 2017, at
10:45 AM, Eastern Time to consider the approval of The North
Central Florida YMCA, Inc.'s disclosure statement with regard to
its plan of reorganization, dated August 3, 2017.

August 31, 2017, is fixed as the last day for filing and serving
written objections to the disclosure statement.

           About The North Central Florida YMCA

The North Central Florida YMCA, Inc., based in Gainesville,
Florida, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No.
16-10293) on Dec. 14, 2016.  The petition was signed by Michele F.
Martin, vice-chair.  The Debtor is represented by the Law Offices
of Jason A. Burgess, LLC.  The case is assigned to Judge Karen K.
Specie.  The Debtor disclosed $3.49 million in assets and $4.30
million in liabilities.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of The North Central Florida
YMCA,
Inc. as of Feb. 3, according to a court docket.


ODYSSEY ACADEMY: S&P Lowers 2015A/B Education Bonds Rating to 'BB'
------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating and underlying
rating to 'BB' from 'BB+' on Arlington Higher Education Finance
Corp., Texas' series 2015A education revenue bonds and series 2015B
taxable education revenue bonds, issued for Odyssey Academy Inc.
(OA) The outlook is negative.

The 'AAA' long-term rating is based on the academy's inclusion in
the Texas Permanent School Fund Bond Guarantee Program. This report
and rating action reflect only the underlying characteristics of
the charter school and do not assess the enhancement program or the
school's qualification under that program.

"The one-notch downgrade and negative outlook reflect our view of
the academy's significant decline in liquidity, continued trend of
negative operations, and weak maximum annual debt service coverage
over the past couple of years at levels we believe are no longer
commensurate with 'BB+' rating," said S&P Global Ratings credit
analyst James Gallardo. "In our opinion, senior management will be
able to improve the school's weak debt service coverage and
liquidity by implementing a strategy in consultation with a
financial advisor to meet future covenants. In our view, if
management is unable to stabilize operations or violates any of the
school's covenants, further negative rating pressure could
result."

S&P said, "We assessed Odyssey Academy's financial profile as
vulnerable, with a very weak liquidity position, poor operating
margins, very weak maximum annual debt service (MADS) coverage, and
a moderately high debt burden. We assessed Odyssey Academy's
enterprise profile as adequate characterized, by a stable demand
profile with healthy enrollment growth, good academics, and a good
charter standing with the authorizer. Combined, we believe these
credit factors lead to an indicative standalone credit profile of
'bb' and a final long-term rating of 'BB'.

"The negative outlook reflects our view that there is a
one-in-three chance that, during the one-year outlook period, the
school's operating deficits, very weak coverage, and deteriorating
liquidity will likely continue to pressure the school's financial
profile. We anticipate the school's demand profile will continue to
reflect healthy enrollment growth, excellent student retention, and
sufficient academics.

"We could lower the ratings if management is not able to stabilize
operations and operating margins remain negative, if liquidity
weakens from current levels, or if the academy violates any
financial covenants, and it is considered an event of default with
resulting bondholder action. In addition, we would view negatively
a significant decline in enrollment that would further pressure
financial operations.

"We do not expect to take a positive rating action during the
outlook period. However, we could consider a positive rating if the
school achieves a trend of positive operating margins on a
full-accrual basis, improves MADS coverage, and grows its cash
position to levels that are commensurate with a higher rating."

As of Aug. 31, 2016, OA had a total of approximately $17 million in
debt, including bonds, notes payable, and short-term loans.


PACIFIC 9: Asks Court to Approve Disclosure Statement
-----------------------------------------------------
Pacific 9 Transportation, Inc., asked the U.S. Bankruptcy Court for
the Central District of California to approve the disclosure
statement, which explains its proposed Chapter 11 plan.

The request, if granted by the court, would allow Pacific 9 to
start soliciting votes for the plan.

Under U.S. bankruptcy law, a plan proponent must get court approval
of its disclosure statement to start soliciting votes from
creditors.  The document must contain adequate information to
enable creditors to make an informed decision about the bankruptcy
plan.

In the same filing, Pacific 9 asked the court to set a hearing date
for confirmation of the plan and set a deadline for creditors to
cast their votes.

Judge Julia Brand will hold a hearing on September 7, at 10:00 a.m.
The hearing will be held at Courtroom 1375, 255 E. Temple Street,
Los Angeles, California.

                 About Pacific 9 Transportation

Pacific 9 Transportation, Inc., is a trucking company located in
Los Angeles, California that provides trucking services throughout
California. The Company rents real property located at 21900 S.
Alameda Street, Los Angeles, CA 90810 for the premises used to
store its trucks, trailers, ocean containers, and legally related
equipment.  As of Sept. 1, 2016, it began using the premises as its
office and principal place of business.

Pacific 9 sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 16-15447) on April 26, 2016.  The
petition was signed by Le Phan, CFO.  The Debtor estimated both
assets and liabilities in the range of $1 million to $10 million.

The case is assigned to Judge Julia W. Brand.

The Debtor hired Haberbush & Associates LLP as its general
bankruptcy counsel; and The Law Firm of Atkinson, Andelson, Loya,
Ruud & Romo as its special counsel.

On June 14, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee retained
Danning, Gill, Diamond & Kollitz, LLP as local counsel, and Armory
Consulting Company as financial advisor.


PAREXEL INTERNATIONAL: Moody's Assigns B2 CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to PAREXEL International
Corporation. Moody's also assigned a B1 to the proposed senior
secured credit facilities and a Caa1 rating to the proposed
unsecured notes offering. The proceeds of the debt offerings, along
with about $2.7 billion of common equity, will be used to finance
the acquisition of PAREXEL by Pamplona Capital Management, LLP.
This is the first time that Moody's has rated PAREXEL. The outlook
is stable.

Moody's assigned the following ratings:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$300 million senior secured revolving credit facility expiring 2022
at B1 (LGD 3)

$2.065 billion senior secured term loan due 2024 at B1 (LGD 3)

$720 million senior unsecured notes due 2025 at Caa1 (LGD 5)

The outlook is stable.

RATING RATIONALE

The B2 rating is constrained by the high financial leverage
resulting from the leveraged buyout. Moody's estimates adjusted
debt/EBITDA of about 7.0x. The ratings are also constrained by
inherent volatility in the contract research organization (CRO)
industry that can lead to project cancellations. Over the last
twelve months, PAREXEL has experienced elevated project
cancellations that have resulted in year-over-year declines in
revenue and earnings on an organic basis. Despite the recent
weakness in PAREXEL's earnings, Moody's believes restructuring
initiatives and operating efficiencies will drive deleveraging such
that adjusted debt to EBITDA will approach 6.0x within the next
18-24 months.

The B2 rating is supported by PAREXEL's good scale and breadth of
service offerings in the CRO industry. Moody's believes that CROs
have good long-term growth prospects as the biopharmaceutical
industry continues to increase outsourcing of R&D functions. The
rating is also supported by Moody's expectation for very good
liquidity and positive free cash flow.

The stable outlook reflects Moody's view that leverage will remain
high but free cash flow will be positive and liquidity will remain
good.

Failure to achieve benefits from the company's recently announced
restructuring programs or other cost initiatives could pressure the
ratings. The ratings could also be downgraded if PAREXEL
experiences persistently high contract cancellations or weak new
business awards. Further, if Moody's anticipates that adjusted
debt/EBITDA will be sustained above 6.5x, the rating agency could
downgrade the ratings. A weakening of liquidity or negative free
cash flow could lead to a rating downgrade.

The ratings could be upgraded if the company demonstrates a
moderation of cancellation rates, has strong new business awards,
and returns to market level growth rates. PAREXEL would also need
to demonstrate a disciplined approach to M&A and internal expansion
before Moody's would consider an upgrade. Furthermore, sustained
adjusted debt/EBITDA below 5.5x would support an upgrade.

Headquartered in Waltham, Massachusetts, PAREXEL International
Corporation is a global biopharmaceutical services company
providing clinical research and logistics, technology solutions,
and consulting services for the pharmaceutical, biotechnology, and
medical device industries. Revenues are approximately $2.1
billion.

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


PAREXEL INTERNATIONAL: S&P Assigns 'B' CCR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Waltham, Mass.-based clinical research organization (CRO) PAREXEL
International Corp. The outlook is stable.

S&P said, 'We also assigned our 'B' issue-level rating to the
company's senior secured credit facility, which consists of a $300
million revolving facility due 2022 and a $2.065 billion term loan
B due 2024. The recovery rating is '3', indicating our expectation
for meaningful (50%-70%; rounded estimate: 50%) recovery in the
event of a payment default.

"At the same time, we assigned our 'CCC+' issue-level rating to its
$720 million senior unsecured notes due 2025. The recovery rating
is '6', indicating our expectation for negligible (0%-10%; rounded
estimate: 5%) recovery in the event of a payment default."

PAREXEL International Corp. is a top-tier, global CRO with services
from phase I to post-approval. Key risks that define our view of
PAREXEL's business are its relatively small size, exposure to
cancellation risk, below-average EBITDA margins, and in-progress
operational improvements. These risks are mostly offset by its
position as a top-three CRO, predictable revenue stream from a $4.1
billion backlog and preferred partnerships with large
pharmaceutical companies, and positive industry outsourcing trends.
S&P said, "In addition, the rating reflects our expectation for
adjusted debt leverage of about 8x in 2018, declining to the mid-6x
area by 2019 as the company realizes returns on efficiency
investments. We expect discretionary cash flow above $30 million.

"Our stable outlook reflects revenue growth of in the low-single
digits in 2018 and adjusted EBITDA margins of 16%-17%, reflecting
high spending on efficiency projects. Our base case assumes a net
book-to-bill ratio of about 1.1x, and we acknowledge the potential
for upside in net booked business given the strength of the
underlying industry and PAREXEL's reputation.

"We consider an upgrade to be unlikely over the next 12 months
given our expectation that adjusted debt leverage will rise to
about 8x due to investment in efficiency projects. In the future,
we could consider a high rating if we believe long-term leverage
will remain in the 5x-6x range and the company will generate
discretionary cash flow in the $100 million area. In this scenario,
PAREXEL will maintain its market share and its efficiency projects
will yield adjusted EBITDA margins above 20% (about a
100-basis-point improvement from 2016 margins).

"We also believe a downgrade in the next 12 months is unlikely
given the predictability of revenue from the company's backlog and
the low capital intensity of CROs. We could consider lowering the
rating if PAREXEL experiences a decline in its reputation,
manifesting in a net book-to-bill ratio at or below 1x. In this
scenario, we would expect future covenant tightness and negligible
cash flows."


PATELKA DENTAL: Unsecureds to Get 50% of Net Annual Revenues
------------------------------------------------------------
Patelka Dental Management, LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania a disclosure
statement dated July 31, 2017, referring to the Debtor's plan of
reorganization dated July 31, 2017.

Class 7 General Unsecured Claims are impaired by the Plan.  For
each of calendar years 2018 and 2019, to the extent that the
Debtor's gross annual revenues exceed $2,400,000, after payment of
operating expenses, claims in Classes 1 through 6 and the
unclassified claims, Class 7 creditors will receive a pro rata
share of 50% of the net annual revenues.  Estimated percent of
claim paid is presently unknown.

Payments and distributions under the Plan will be funded by:

     (a) ongoing operating revenues and accounts receivable; and

     (b) Investment Fund of $500,000, upon approval of the EB-5
         Program.

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

           http://bankrupt.com/misc/paeb16-14743-132.pdf

               About Patelka Dental Management, LLC

Patelka Dental Management, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Pa. Case No. 16-14743) on July 1, 2016.  The
Hon. Magdeline D. Coleman presides over the case. Dilworth Paxson
LLP represents the Debtor as 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 Svetlana Kutovoy, president.


PET EXPRESS: Plan, Disclosures Hearing Set for Sept. 7
------------------------------------------------------
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District
of Puerto Rico conditionally approved Pet Express USA Corp.'s
disclosure statement referring to its plan of reorganization filed
on August 3, 2017.

Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on/or before 14 days prior to the date of
the hearing on confirmation of the Plan.

Any objection to the final approval of the Disclosure Statement
and/or the confirmation of the Plan shall be filed on/or before 14
days prior to the date of the hearing on confirmation of the Plan.

A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan and of such
objections as may be made to either will be held on Sept. 7, 2017,
at 09:30 A.M. at the U.S. Bankruptcy Court, Southwestern Divisional
Office, MCS Building, Second Floor, 880 Tito Castro Avenue, Ponce,
Puerto Rico.

                  About Pet Express USA Corp.

Pet Express USA Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 17-00914) on February 13,
2017.  The case is assigned to Judge Edward A. Godoy. At the time
of the filing, the Debtor estimated assets and liabilities of less
than $50,000.


PETROQUEST ENERGY: Incurs $3.4-Mil. Net Loss in Second Quarter
--------------------------------------------------------------
Petroquest Energy, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common stockholders of $3.38 million on $24.25 million
of revenues for the three months ended June 30, 2017, compared to a
net loss available to commono stockholders $24.14 million on $15.82
million of revenues for the same period during the prior year.

For the six months ended June 30, 2017, the Company reported a net
loss of $8.30 million on $45.02 million of revenues compared to a
net loss available to common stockholders of $63.28 million on
$33.14 million of revenues for the six months ended June 30, 2016.

As of June 30, 2017, Petroquest had $148.57 million in total
assets, $402.01 million in total liabilities and a total
stockholders' deficit of $253.43 million.

"We have historically financed our acquisition, exploration and
development activities principally through cash flow from
operations, borrowings from banks and other lenders, issuances of
equity and debt securities, joint ventures and sales of assets.

"However, our liquidity position has been negatively impacted by
the prolonged decline in commodity prices that began in late 2014.
In response to lower commodity prices we executed a number of
transactions aimed at preserving liquidity, reducing overall debt
levels and extending debt maturities.  Through these transactions,
which included two debt exchanges, we have eliminated all debt
maturing in 2017 and have reduced total debt 30% from $425 million
at December 31, 2014 to $296 million at June 30, 2017.  In addition
to extending the maturity on the majority of our debt that was due
in 2017, our September 2016 debt exchange permits us to reduce our
cash interest expense on our 2021 PIK Notes from 10% cash to 1%
cash and 9% payment-in-kind for the first three semi-annual
interest payments, which is expected to provide us with more than
$30 million of cash interest savings during 2017 and 2018.
Finally, in October 2016, we entered into a new $50 million
Multidraw Term Loan Agreement maturing in 2020, replacing our prior
bank credit facility."

At June 30, 2017, the Company had a working capital deficit of
approximately $18.9 million as compared to a working capital
deficit of approximately $37.8 million as of Dec. 31, 2016.  The
increase in working capital is primarily due to the redemption on
March 31, 2017, of the Company's remaining 2017 Notes.

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

                     https://is.gd/h9zZrw

                      About PetroQuest

PetroQuest Energy, Inc., is an independent energy company engaged
in the exploration, development, acquisition and production of oil
and natural gas reserves in East Texas, Oklahoma, South Louisiana
and the shallow waters of the Gulf of Mexico.  PetroQuest's common
stock trades on the New York Stock Exchange under the ticker PQ.

Petroquest reported a net loss available to common stockholders of
$96.24 million on $66.66 million of oil and gas revenues for the
year ended Dec. 31, 2016, compared to a net loss available to
common stockholders of $299.92 million on $115.96 million of oil
and gas revenues for the year ended Dec. 31, 2015.
   
                          *     *     *

The TCR reported on June 28, 2017, that Moody's Investors Service
has withdrawn all assigned ratings for PetroQuest Energy, including
the 'Caa3' Corporate Family Rating, following the elimination of
all of its rated debt.

As reported by the TCR on Oct. 26, 2016, S&P Global Ratings raised
the corporate credit rating on Lafayette, La.-based E&P company
PetroQuest Energy Inc. to 'CCC' from 'SD'.  The outlook is
negative.  "The upgrade reflects our reassessment of the company's
corporate credit rating following the exchange of the majority of
its outstanding 10% senior unsecured notes due September 2017 at
par," said S&P Global Ratings credit analyst Daniel Krauss.  The
negative outlook reflects the company's current debt leverage
levels, which S&P views to be unsustainable, as well as its less
than adequate liquidity position.


PORTER BANCORP: Reports $9.1 Million Interest Income for Q2
-----------------------------------------------------------
Porter Bancorp, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $1.71 million on $9.13 million of interest income for the three
months ended June 30, 2017, compared to net income of $1.01 million
on $8.70 million of interest income for the three months ended June
30, 2016.

For the six months ended June 30, 2017, Porter Bancorp reported net
income of $3.38 million on $18.35 million of interest income
compared to net income of $2.49 million on $17.89 million of
interest income for the six months ended June 30, 2017.

As of June 30, 2017, Porter Bancorp had $954.5 million in total
assets, $916.1 million in total liabilities, and $38.39 million in
total stockholders' equity.

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

                     https://is.gd/NSzJNX

                   About Porter Bancorp, Inc.

Porter Bancorp, Inc. (NASDAQ: PBIB) -- http://www.pbibank.com-- is
a Louisville, Kentucky-based bank holding company which operates
banking centers in 12 counties through its wholly-owned subsidiary
PBI Bank.  The Company's markets include metropolitan Louisville in
Jefferson County and the surrounding counties of Henry and Bullitt,
and extend south along the Interstate 65 corridor.  The Company
serves southern and south central Kentucky from banking centers in
Butler, Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess
counties.  The Company also has a banking center in Lexington,
Kentucky, the second largest city in the state.  PBI Bank is a
traditional community bank with a wide range of personal and
business banking products and services.

Porter Bancorp reported a net loss of $2.75 million for the year
ended Dec. 31, 2016, a net loss of $3.21 million for the year ended
Dec. 31, 2015, and a net loss of $11.15 million for the year ended
Dec. 31, 2014.

The Company said in its 2016 Annual Report that, "Regulatory
restrictions have limited our ability to pay interest on the
junior subordinated debentures that underlie our trust preferred
securities. If we cannot pay accrued and unpaid interest on these
securities for more than twenty consecutive quarters, we will be
in default."

"At December 31, 2016, we had an aggregate obligation of $21.4
million relating to the principal and accrued unpaid interest on
our four issues of junior subordinated debentures, which has
resulted in a deferral of distributions on our trust preferred
securities.  Although we are permitted to defer payments on these
securities for up to five years (and we commenced doing so in
2016), the deferred interest payments continue to accrue until
paid in full.  Our deferral period expires after the second quarter
of 2021."

"Our holding company debt could make it difficult to recapitalize
or enter into a business combination transaction because any
investor or purchaser would effectively assume the outstanding
liability on the debt in addition to the amount of funds such
investors or purchaser would need to provide in order to
recapitalize the Bank and the Company."


POST HOLDINGS: Moody's Affirms B2 CFR & Revises Outlook to Positive
-------------------------------------------------------------------
Moody's Investors Service affirmed all of the ratings of Post
Holdings, Inc. ("Post") and revised the rating outlook to positive
from stable. Ratings affirmed include the B2 Corporate Family
Rating, Ba2 ratings on senior secured debt and B3 ratings on senior
unsecured debt, inclusive of the proposed $500 million add-on
issuance being offered on Aug. 7 by Post.

The proposed issuance of senior unsecured notes will be an add-on
to the existing $750 million 5.75% senior unsecured notes due 2027.
The use of proceeds will be for general corporate purposes,
including financing acquisitions.

The positive rating outlook reflects improvement in Post's credit
profile over the past several years that has been achieved
primarily through acquisitions and to a lesser extent, core
earnings growth.

"Although acquisitions have maintained the company's high exposure
to the slowly declining ready-to-eat cereal category, they also
have greatly expanded the company's scale and cash flow," commented
Brian Weddington, a Moody's food industry analyst.

Since Post was spun off from Ralcorp Holdings in 2012, the company
has grown through acquisitions from about $960 million in fiscal
2012 sales to over $5.5 billion in fiscal 2018 sales forecasted by
Moody's.

"The significant increase in scale over the past five years has
improved the company's capacity to successfully manage through
periods of high financial leverage that are inherent in Post's
growth-through-acquisitions strategy," added Weddington.

In addition to adding new categories such as protein bars and egg
products, Post has made major acquisitions in the cereal category,
including MOM Brands in 2015 and Weetabix in 2017. On a proforma
basis, including completed acquisitions, the cereal category
currently represents about 43% of Post sales and the Michael Foods
commercial eggs unit represents about 38% of sales.

The outlook revision to positive also reflects Moody's anticipation
that Post will continue to demonstrate capacity and willingness to
restore its credit metrics following leveraged acquisitions, which
could lead to a rating upgrade.

RATINGS RATIONALE

The B2 Corporate Family Rating reflects Post's investment holding
company profile that is characterized by a serial
growth-through-acquisitions strategy and related periods of high
financial leverage. The ratings are supported by the attractive
profit margin and strong cash flow Post generates within the slowly
declining but highly profitable US ready-to-eat cereal category.
The company's major commercial egg business also is an important
contributor to earnings. However, this commodity business generates
much lower margins and has experienced periods of high volatility
over the past two years related to the 2015 US avian flu pandemic.
Finally, the ratings are supported by improved geographic
diversification provided through the $1.8 billion acquisition of
UK-based Weebatix Food Company earlier this year, Post's first
significant investment outside of North America.

Ratings affirmed:

Corporate Family Rating affirmed at B2;

Probability of Default Rating affirmed at B2-PD;

Speculative Grade Liquidity Rating affirmed at SGL-1;

$800 million Senior Secured Revolving Credit Facility expiring
March 2022 affirmed at Ba2 (LGD2);

$2,200 million Senior Secured Term Loan maturing May 2024 affirmed
at Ba2 (LGD2);

$630 million 6.00% Senior Unsecured notes due 2022 affirmed at B3
(LGD4 to LGD5);

$1,000 million 5.50% Senior Unsecured notes due 2025 affirmed at B3
(LGD4 to LGD5);

$138 million 8.00% Senior Unsecured notes due 2025 affirmed at B3
(LGD4 to LGD5);

$1,750 million 5.00% Senior Unsecured notes due 2026 affirmed at B3
(LGD4 to LGD5);

$750 million 5.75% Senior Unsecured notes due 2027 (to be upsized
through the proposed offering) affirmed at B3 (LGD4 to LGD5).

Outlook is revised to positive from stable

The proposed $500 million add-on note issuance would cause
debt/EBITDA to rise to 6.5x from about $6.0x currently, proforma
for the Weetabix transaction. However, Moody's anticipates that the
issuance proceeds, along with $750 million of current cash
balances, will eventually be used to fund acquisitions, which,
depending on the transaction size, could be deleveraging. Further,
in absence of a near-term acquisition, Post still should be able to
reduce debt/EBITDA to below 6x within the next 12-18 months.

The ratings could be upgraded if the pace of Post's acquisition
slows, operating profit margins stabilize in both the RTE cereal
and commercial egg businesses and the company remains capable of
restoring debt/EBITDA below 6.0 times within 12-18 months following
a leveraged acquisition.

The ratings could be downgraded if operating performance
deteriorates, if debt to EBITDA is sustained above 7.0 times, or if
free cash flow turns negative.

The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.

CORPORATE PROFILE

Post Holdings, based in St. Louis Missouri, is a manufacturer of
shelf-stable cereal, value-added egg products, branded potatoes and
cheese, active nutrition products and private label peanut butter
and granola. Pro-Forma annual sales approximate $5.5 billion.


PRA HEALTH: S&P Affirms 'BB' CCR & Revises Outlook to Stable
------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term corporate credit
rating on PRA Health Sciences Inc. S&P revised the outlook to
stable from positive.

S&P said, "We do not expect any change to our issue-level ratings
or recovery ratings and will update our recovery analysis when more
information on the financing is available.

"The outlook revision reflects our expectation that adjusted debt
leverage will generally remain between 3x-4x in the long term,
following the $530 million (plus additional contingencies)
acquisition of Symphony Health that will temporarily elevate
leverage to the mid-4x area. We now believe it is less likely that
adjusted debt leverage will decline below 3x in the long term. PRA
Health is a relatively capital-light business, similar to other
large CROs, and we believe its EBITDA growth, cash generation, and
mandatory debt repayment facilitate rapid deleveraging. However, we
now expect PRA Health will continue to either make similarly sized
acquisitions in future years or begin returning more capital to
shareholders, generally maintaining leverage above 3x.

"We view the acquisition of Symphony Health as neutral to business
diversity, as we believe that the underlying drivers of the CRO
industry and the health care data and analytics industry are highly
correlated. In addition, we do not believe the acquisition
materially diversifies PRA Health's customer base due to its
smaller size. We do not assume material cost synergies but see some
cost savings in the integration of back office functions. Similar
to the merger between Quintiles and IMS, we do not assume any
immediate improvements to PRA Health's competitive bidding from
full access to Symphony Health's prescribing and other health care
data, although, longer term, the immediate access to Symphony's
data could assist in more efficient patient identification.

"Our rating continues to reflect PRA Health's position among the
large, global CROs in an industry that we project to grow 7%-8% in
2017, benefiting from increasing drug development spending and
outsourcing by biopharmaceutical companies of all sizes. We believe
PRA Health maintains a similar competitive position to other large
clinically focused CROs. The company benefits from a few
preferred-provider relationships but is somewhat limited by its
scale in negotiating with its large pharmaceutical customers and in
competing with larger CROs, including Quintiles IMS, Pharmaceutical
Product Development, and PAREXEL. The company is exposed to trial
cancellations and delays, similarly to other CROs. That said, PRA
Health is growing faster than the industry average, indicating
market share gains, which we believe is primarily driven by the
addition of a few large clients."

Forecast assumptions for 2017:

-- Organic revenue growth of 13% supported by continued
industry-wide  spending in complex therapeutic areas.

-- Adjusted EBITDA margins of approximately 20%, similar to 2016
levels,  with better capacity utilization of clinical staff in the
second half of  the year and into 2018.

-- Adjusted funds from operation (FFO) of about $260 million.

-- Capital expenditures of about $40 million with the possibility
for  slightly higher investment from the acquisition.

-- Discretionary cash flow (excluding acquisitions) of about $100
million,  increasing significantly in 2018 to over $150 million.

S&P said, "Based on these assumptions, we expect adjusted debt
leverage of about 4x by  the end of 2017 and FFO to debt of about
18% in 2017. We believe the company  has largely used its capacity
for acquisitions at the 'BB' rating for the next  12 months. By the
end of 2018, we expect adjusted debt leverage in the mid-3x area.

"We view the creditworthiness of debt-issuing subsidiary
Pharmaceutical  Research Associates Inc. and parent PRA Health
Sciences Inc. as the same  because Pharmaceutical Research
Associates Inc. represents 100% of the  operating results of PRA
Health Sciences Inc. and PRA Health Sciences Inc.  guarantees the
debt.

"The stable outlook reflects our expectation for organic revenue
growth of  about 13% in 2017, slowing in the following year closer
to the industry growth  rate of about 7%. We expect adjusted EBITDA
margins to improve to about 20%,  close to 2015 levels. In
addition, we believe leverage will decline below 4x  in the first
half of 2018 from a combination of EBITDA expansion and mandatory
debt repayment, and we believe that leverage will generally remain
between  3x-4x in the long term.

"We could consider raising our rating on PRA Health if we become
confident that  the company's long-term leverage will remain below
3x. If the company reduced  debt outstanding and sustains leverage
in the 2x-2.5x range, we could consider  a higher rating. In this
scenario, we would expect to see similar positive  pharmaceutical
R&D trends, and we would expect the company to meet our  forecast
for healthy operating performance.

"We could consider a lower rating if PRA Health makes another
meaningful  debt-funded acquisition in the next 12 months that
could indicate a more  aggressive financial policy, leading us to
believe adjusted debt leverage will  frequently rise above 4x.

"Alternatively, we could consider a lower rating if PRA Health
experiences the  cancellation of multiple trials and has difficulty
booking new business as  demonstrated by a book-to-bill of about
1x. In this scenario, we would expect  margins to decline due to
lower workforce utilization and elevated  restructuring expenses
and potentially resulting in adjusted debt leverage  above 4x for
an extended period."


PUERTO RICO: Oversight Board Moves to Implement Fiscal Plan
-----------------------------------------------------------
During its ninth Open Meeting held Aug. 4, 2017, the Financial
Oversight and Management Board for Puerto Rico, created by Congress
under the bipartisan Puerto Rico Oversight, Management and Economic
Stability Act ("PROMESA" or the "Act"), focused on the
implementation of the certified Fiscal Plan, specifically two
elements critical to the success of achieving fiscal
responsibility:

     -- implementation of pension reform, and
     -- government right-sizing.

The Board also certified a compliant fiscal plan, subject to
certain amendments, for the Public Corporation for the Supervision
and Insurance of Cooperatives (COSSEC).

Pension Reform

During the meeting, the Board reported on the work it has been
doing with respect to pension reform in accordance with the
Commonwealth's certified Fiscal Plan.  Pension reform is one of the
critical reforms necessary for the stabilization and revitalization
of the economy of Puerto Rico.

"The employee retirement systems will soon deplete the assets they
use to pay benefits.  Without action, this could lead to large
benefit cuts for all retirees that would be devastating," said
Oversight Board member and pension system expert Andrew Biggs, as
he led a discussion of the proposed reforms.

Biggs noted that the Board's proposals for system-wide overhaul of
the government's pension system are meant to accomplish three
things: First, fund existing pension obligations on a "pay go"
basis, which means that the government will pay benefits to
retirees directly as they come due. Second, enroll both active
employees and newly-hired workers in a true defined contribution
retirement system. Third, ensure that all newly-hired employees are
enrolled in Social Security.

It was also noted that the Commonwealth's certified Fiscal Plan
provides for a reduction in pension benefit outlays of 10% by
fiscal year 2020, to ensure the systems can meet their obligations
to all retirees.  These pension benefit reductions would be enacted
in a progressive manner, with protections to ensure that those at
or below the poverty level are not impacted by pension adjustments.
To ensure the necessary savings are achieved and to provide
retirement security to current and future retirees, reforms will be
pursued through a court approved plan of adjustment.

The Oversight Board released an explanatory memorandum that details
the proposed changes to Puerto Rico's government pension systems as
provided for in the certified Fiscal Plan for Puerto Rico.

Right-sizing

During the meeting, the Oversight Board reviewed the importance of
government right-sizing efforts to the certified Fiscal Plan.
Right-sizing in the certified Fiscal Plan targeted savings of $880
million in Fiscal Year 2018.  The Government made marked progress
by submitting $662 million in right-sizing measures toward this
target. Therefore, the Board determined that additional measures
must result in net savings of at least the remaining $218 million.
Accordingly, the Oversight Board determined to reduce but not to
repeal the furlough program included in the Commonwealth's
certified Fiscal Plan.  The Government must plan for and execute a
furlough program, commencing on Sept. 1, 2017, which shall be
formally communicated to the Governor.  Additionally, the fiscal
year 2018 budget should be adjusted to reflect these changes.

"In light of the significant progress that the Government has made
on right-sizing, we foresee this will be a two-day per month
furlough for all Executive Branch employees, with the exclusion
only of front-line police, for fiscal year 2018.  This is instead
of the furlough program that the certified Fiscal Plan envisioned,
which was a four-day per month furlough for most government
employees," said Oversight Board Executive Director Natalie
Jaresko.

"We recognize that the Government has made significant progress in
enacting meaningful measures to right-size the government and
government spending, in an effort to bring spending in line with
Puerto Rico's dire fiscal reality and to encourage a greater share
of private sector development and employment.  However, full
implementation is required to enable us to reach the goals in the
certified Fiscal Plan, which envisions an overall 30% reduction in
the Government's operating expenditures over three years," said
Jaresko.

In addition to $441 million in subsidy reductions, specific savings
the Board credited towards the $880 million right-sizing target
include $188 million in payroll-related measures and $33 million in
additional non-personnel expenditure reductions, Jaresko
explained.

As per the Fiscal Plan, the furlough program will remain active
until two criteria are met: (1) the required savings of $218
million have been achieved or are reasonably expected to be
achieved based on actual fiscal year-to-date and projected fiscal
year performance; and (2) the Board determines in its sole
discretion that the Government has made material and sufficient
progress toward identifying opportunities, developing plans, and
beginning to execute the transformational changes required to truly
right-size the Government.

Regarding the Government's recent announcement that it intends to
implement an Incentivized Transition Program, which could produce
significant long-term savings, the Board recognized it is a
promising step in the right direction, but noted it will not be
able to produce any budgetary savings in fiscal year 2018.

Certification of COSSEC'S Fiscal Plan with Amendments

At the meeting, the Oversight Board unanimously adopted a
resolution approving the certification of a compliant fiscal plan,
subject to certain amendments, for the Public Corporation for the
Supervision and Insurance of Cooperatives ("COSSEC") pursuant to
PROMESA Sec. 201(e).  The Board resolved that COSSEC's Fiscal Plan
should be amended (1) to include revised stress-test analyses that
replicate the National Credit Union Administration's approach; (2)
to include an implementation plan for the COOP-SELF program; (3) to
include a reform plan that redefines COSSEC'S mission and
governance; and (4) to outline the scope of activities that should
be addressed through requests for external assistance from federal
agencies or external contractors.

Furthermore, the certification of COSSEC's Fiscal Plan remained
contingent on three additional conditions requiring amendments to
existing statutes: (1) amending the COSSEC Enabling Act to provide
that during the implementation of the fiscal plan, the Government
constitute a committee composed of COSSEC's Board President, the
Executive Director of the Puerto Rico Fiscal Agency and Financial
Advisory Authority ("AAFAF," for its Spanish acronym) and the
Commissioner of Financial Institutions that will supersede COSSEC's
Board and its powers; (2) amending both the Coops Act and COSSEC's
Enabling Act to authorize a coop to issue preferred shares in an
amount in excess of the amount of its common stock and to expressly
authorize COSSEC to sell the assets of a coop to a non-coop entity
in the event that COSSEC orders the liquidation, consolidation or
merger of such coop; and (3) amending Act 220-2015 in order that
COSSEC's regulatory powers over a cooperative are not limited in
any way due to a coop's investments in bonds or notes issued by the
Commonwealth or its instrumentalities.

The Board specifically requested the Government to submit within 30
days, a plan to implement the amendments and a revised fiscal plan
that complies with the measures described in said amendments no
later than 15 days thereafter.

Conclusion

"We have entered an important new stage in the implementation of
PROMESA.  We have moved from developing a Fiscal Plan and Budget
within that plan, to implementation of the certified Fiscal Plan.
Key elements of the plan include right-sizing the government and
government spending, pension reform, healthcare reform and tax
reform.  Today, we moved forward in two of these areas, both
critical to achieving fiscal discipline in Puerto Rico," concluded
Jaresko.

The recorded proceedings, as well as all material of public
interest considered during the meeting, will be posted on the
Oversight Board's website as soon as possible after the meeting

Contact:

         Jose Luis Cedeno
         Tel: 787-400-9245
         E-mail: jcedeno@forculuspr.com
                 info@forculuspr.com

Board's Contact Information:

         E-mail: comments@oversightboard.pr.gov
         Web site: 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
(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.


RICHARD GREGG: Selling Personal Property to Pay Alimony
-------------------------------------------------------
Richard Lee Gregg asks the U.S. Bankruptcy Court for the District
of Nebraska to authorize the sale of 1935 Ford Phaeton, 1960 MGA
Roadster, 1936 Ford Fordor, 1940 Lincoln-Zephyr 3w Coupe, 1940
Lincoln-Zephyr Convertible Coupe, tools and car parts, at auction.

Objections, if any, must be filed no later than Aug. 17, 2017.

The Property will be sold to a private purchaser or at auction with
the net proceeds of said sale being deposited into the Debtor's DIP
Account at Core Bank.  The proceeds of said sale will be used to
pay post-petition alimony then due and owing to Lisa Olson,
formerly known as Lisa Gregg.  

The Debtor has requested and been granted a shortened notice period
of 10 days ("Order").

A copy of the Order attached to the Notice is available for free
at:

    http://bankrupt.com/misc/Richard_Gregg_64_Sales.pdf

Counsel for the Debtor:

          Patrick M. Patino, Esq.
          KOENIG DUNNE P.C., LLO
          1266 South 13th Street
          Omaha, NE 68108-3502
          Telephone: (402) 346-1132
          E-mail: patrickp@koenigdunne.com

Richard Lee Gregg sought Chapter 11 protection (Bankr. D. Neb. Case
No. 17-80266) on March 6, 2017.  The Debtor tapped Patrick Patino,
Esq., at Koenig Dunne P.C., LLO, as counsel.


ROBINSON OUTDOOR: Unsecureds to be Paid 20% Under Exit Plan
-----------------------------------------------------------
Unsecured creditors of Robinson Outdoor Products, LLC, will be paid
20% of their claims under a proposed Chapter 11 plan of
reorganization for the company.

The plan filed by Scott Shultz, the company's principal
shareholder, proposes to pay 20% of the allowed Class 2 unsecured
claims in monthly installments of $5,000 per month with no
interest.  Payments will start on the 20th day of the first month
following the effective date of the plan.

The total amount of Class 2 unsecured claims is estimated at
$2,921,528.

Under the plan, the company's remaining assets would be merged into
Mr. Shultz's existing business and create the value that would
allow cash flow to be generated sufficient to fund the plan.

Moreover, it is estimated that Robinson has roughly $2 million in
loss carry-forward, which can be utilized to generate additional
cash flow to pay creditors, according to a disclosure statement
filed with the U.S. Bankruptcy Court in Minnesota.

A copy of the disclosure statement is available for free at
https://is.gd/hL2kTl

                 About Robinson Outdoor Products

Based in Cannon Falls, Minnesota, Robinson Outdoor Products, LLC --
http://www.robinsonoutdoors.com/-- designs and produces hunting
apparel for hunters.

Robinson Outdoor Products filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 17-30904) on March 28, 2017.  The petition was
signed by Scott Shultz, president.  The Debtor estimated less than
$50,000 in assets and $1 million to $10 million in liabilities.
Manty & Associates, P.A., served as the Debtor's counsel.

The case is assigned to Judge William J. Fisher.  

Nauni Jo Manty was appointed as Chapter 11 trustee for the Debtor.
The trustee hired Silverman Consulting, Inc., as business
consultant.


ROYAL FLUSH: Disclosure Statement Hearing Set for Sept. 5
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
is set to hold a hearing on Sept. 5, 2017, to consider approval of
the disclosure statement, which explains the Chapter 11 plan of
reorganization for Royal Flush, Inc.

The hearing will take place at the U.S. Steel Tower, Courtroom D,
54th Floor, 600 Grant Street, Pittsburgh, Pennsylvania.  Objections
are due by Aug. 29.

                        About Royal Flush

Headquartered in Spring Church, Pennsylvania, Royal Flush, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 16-23458) on Sept. 15, 2016, estimating its assets and
liabilities at between $1 million and $10 million each.  The
petition was signed by Carol A. Swank, secretary/treasurer.

Judge Jeffery A. Deller presides over the case.  

Donald R. Calaiaro, Esq., at Calaiaro Valencik, serves as the
Debtor's bankruptcy counsel.  The Debtor hired C&H Accounting, LLC,
as its accountant.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20, 2016,
appointed five creditors of Royal Flush, Inc., to serve on the
official committee of unsecured creditors.  The committee is
represented by Leech Tishman Fuscaldo & Lampl, LLC.


SANDLEWOOD AFFORDABLE: S&P Alters Outlook on 2011A Bonds to Stable
------------------------------------------------------------------
S&P Global Ratings revised the outlook on Charlotte Housing
Authority, N.C.'s series 2011A revenue bonds, issued for Sandlewood
Affordable Housing LLC (Sandlewood Apartments), to stable from
negative, and affirmed the 'CCC+' rating on the debt.

"The outlook revision reflects gradual increases in debt service
coverage in fiscals 2015 and 2016 due to improved operating results
and higher occupancy rates," said S&P Global Ratings credit analyst
Emily Avila. "Although these improvements signal a potential
stabilization of the project, they were achieved with significant
contributions from the project owner. We still believe the bonds
are vulnerable to non-payment in the event of adverse business,
financial, or economic conditions, since the project is unable to
generate sufficient income for debt service."


SCIENTIFIC GAMES: Chief Operating Officer and President Resigns
---------------------------------------------------------------
Karin-Joyce Tjon resigned as chief operating officer and president
of Scientific Games Corporation on Aug. 2, 2017, to pursue other
professional opportunities, according to a Form 8-K report filed
with the Securities and Exchange Commission.

The Company and Ms. Tjon entered into a mutual separation agreement
in connection with her resignation pursuant to which Ms. Tjon will
receive (i) over a 12-month period commencing upon her separation
date, separation payments in an aggregate amount equal to her base
salary plus half of her target bonus amount for 2017 and continued
COBRA coverage at the Company's expense, (ii) her 2017 bonus,
pro-rated, payable at the time bonuses are normally paid and (iii)
reimbursement of certain expenses.

In consideration for these payments and benefits, Ms. Tjon has
executed a release of claims against the Company.  Certain
provisions from Ms. Tjon's employment agreement with the Company,
including the restrictive covenants and mitigation clause, will
continue to apply following her separation.

                      About Scientific Games

Scientific Games Corporation (NASDAQ:SGMS) is a developer
of technology-based products and services and associated content
for worldwide gaming, lottery and interactive markets.  The
Company's portfolio includes gaming machines, game content and
systems; table games products and shufflers; instant and draw-based
lottery games; server-based lottery and gaming systems; sports
betting technology; loyalty and rewards programs; and interactive
content and services.  For more information, please visit
ScientificGames.com.

Scientific Games reported a net loss of $353.7 million on $2.88
billion of total revenue for the year ended Dec. 31, 2016,
compared to a net loss of $1.39 billion on $2.75 billion of total
revenue for the year ended Dec. 31, 2015.

                           *    *    *

In November 2014, Moody's Investors Service downgraded Scientific
Games Corporation's Corporate Family Rating to 'B2' from 'B1'
following the announcement that the company had completed its
merger with Bally Technologies, Inc.

As reported by the TCR on July 26, 2017, S&P Global Ratings
affirmed its ratings on Las Vegas-based Scientific Games Corp.,
including its 'B' corporate credit rating.  The outlook is stable.
"The affirmation of our 'B' corporate credit rating reflects our
expectation for adjusted EBITDA coverage of interest to remain
around 2x through 2018 and for the company to prioritize the use of
free cash flow for debt repayment, which we believe partially
mitigates currently high leverage.  We are forecasting adjusted
debt to EBITDA to be in the low- to mid-7x area in 2017 and around
7x in 2018, given our forecast for only modest EBITDA growth and
debt reduction."


SEARCHMETRICS INC: Court OKs 2-Week Stay to Foster Settlement
-------------------------------------------------------------
Judge Haywood S. Gilliam, Jr., of the U.S. District Court for the
Northern District of California approves the Stipulation by and
between Plaintiff BrightEdge Technologies, Inc., and Defendants
Searchmetrics, GmbH and Searchmetrics, Inc.

On July 17, 2017, the U.S. Bankruptcy Court for the District of
Delaware entered an order dismissing the Defendant Searchmetrics,
Inc.'s Chapter 11 bankruptcy petition and lifting the automatic
stay.

On July 18, 2017, the Court ordered the parties to "meet and confer
regarding a proposed case schedule through claim construction and
to e-file a stipulation and proposed order setting out the
schedule" by July 28, 2017.

Accordingly, the Parties have agreed in principle to further
settlement discussions, including a personal face-to-face meeting
between the principals of all three parties mediated by Tony Piazza
to occur on August 1.

Searchmetrics, Inc. has represented that, if settlement discussions
and mediation fail, it will likely file for Chapter 7 liquidation,
again imposing an automatic stay in this case and related
litigation.

The Parties stipulated that the case styled BRIGHTEDGE
TECHNOLOGIES, INC., Plaintiff, v. SEARCHMETRICS GMBH, ET AL.,
Defendants, Case No. 4:14-cv-01009-HSG, (N.D. Cal.) be temporarily
stayed, subject to the following conditions:

     (1) The case is stayed until August 11, 2017;

     (2) On or prior to August 11, 2017, the Parties may submit a
stipulation establishing good cause for a continuation of the stay
due to a settlement in principle or anticipated, accompanied by a
proposed order.

The Parties believe that an interim two-week stay will foster
settlement discussions and the anticipated mediations, preserve the
status quo, and preserve the resources of the parties and the
Court. The Parties will thereafter advise the Court whether a
settlement in principle has been reached or is anticipated at the
end of the interim two-week stay and, if not, the Parties will
submit a proposed case schedule pursuant to the Court's July 18,
2017 order.

A full-text copy of the Stipulation and Order dated July 31, 2017,
is available at https://is.gd/CrhUhi from Leagle.com.

                     About Searchmetrics Inc.

Headquartered in San Mateo, California, Searchmetrics Inc. --
http://www.searchmetrics.com/-- a wholly owned subsidiary of
Searchmetrics GmbH, develops search analytics software solutions.
It offers Searchmetrics Suite, a SaaS solution that provides
companies with a view of the search engine optimization (SEO)
performance of their Web sites, as well as the search strategies of
their competitors; and SEO consulting through its network of
partners.  The Company has over 100,000 users worldwide, many of
whom are respected brands like T-Mobile, eBay and Siemens.

Searchmetrics Inc. filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the
Debtor's assets between $1 million and $10 million, and liabilities
between $10 million and $50 million.

Judge Christopher S. Sontchi presides over the case.  

The Debtor hired Chipman Brown Cicero & Cole, LLP, as lead
bankruptcy counsel and DLA Piper LLP (US) as litigation counsel.
Wayne Weitz, managing director of EisnerAmper's Bankruptcy and
Restructuring Group, serves as chief restructuring officer. He
signed the bankruptcy petition.


SEAWORLD PARKS: S&P Lowers CCR to B on Lowered EBITDA Forecast
--------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Orlando,
Fla.-based theme park operator SeaWorld Parks & Entertainment Inc.
to 'B' from 'B+'. The outlook is negative.

S&P said, "At the same time, we lowered our issue-level rating on
the company's $1.8 billion senior secured credit facility
(consisting of a $210 million revolver due 2022, $567 million in
outstanding term B-2 loans due 2020, and $998 million in
outstanding term B-5 loans due 2024) to 'B' from 'BB-', in line
with the lower corporate credit rating and to reflect decreased
recovery prospects for secured lenders in the event of a payment
default. In addition, we revised our recovery rating on this debt
to '3' from '2', reflecting a lower emergence valuation. The lower
valuation stemmed from a lower recovery multiple and emergence
EBITDA assumptions due to the impaired value of the company's brand
and parks, as the recent write-down of $269 million of goodwill
from SeaWorld Orlando demonstrates. The '3' recovery rating also
reflects our expectation for meaningful (50%-70%; rounded estimate:
65%) recovery for lenders in the event of a payment default.

"The downgrade reflects our lowered forecast for 2017, which now
has adjusted EBITDA declining into the mid-teens percentage area.
This is due to continued declines in the attendance of both
domestic and international guests at SeaWorld Orlando from
increased competitive pressures; public-perception issues, which
have resurfaced at SeaWorld San Diego; and a strong dollar that
continues to hamper international guests' attendance. Further, we
lowered our preliminary estimate for EBITDA in 2018 to a decline in
the mid-single-digit percentage area. As a result, we expect that
lease-adjusted debt to EBITDA will be elevated above our previous
5.5x downgrade threshold for a prolonged period, increasing to the
high-5x area through 2018.

"Under our current base-case forecast SeaWorld will not violate its
leverage covenant through 2018. Nevertheless, the negative rating
outlook reflects its high level of cash-flow variability and the
possibility that SeaWorld could require an amendment to widen its
covenant threshold if operating performance is worse than in our
current base-case forecast.

"If the company were to breach covenants within the next year, we
believe the breach would happen during the seasonally weak first
quarter, when cash balances and the revolver draw are weakest.
However, given the company will benefit from Easter shifting back
into the first quarter in 2018, resulting in a
trailing-four-quarter measure of covenant EBITDA that includes two
Easter holidays, we do not forecast a violation. However, the
cushion would be thin at 5% compared to the 5.75x covenant
threshold. In the event EBITDA underperforms our current base-case
forecast and the company needs to amend the covenant, increased
interest costs to secure the amendment would likely hurt coverage
measures, and we could consider another downgrade.

"We could lower the rating again if we believe the company will be
required to amend covenants in its credit facility due to
underperformance compared to our base-case forecast, resulting in
EBITDA interest coverage that is meaningfully worse.

"If the company outperforms our expectations meaningfully in the
seasonally strong third quarter, to the point where we do not
foresee a scenario where the company would require an amendment or
potentially breach its covenant threshold, we could consider
revising the outlook to stable. An upgrade is unlikely at this time
and would require a meaningful improvement and stabilization in
EBITDA that sustains total lease-adjusted debt to EBITDA below 5x."


SILICON ALLEY: Hearing on Plan Outline Approval Set for Sept. 19
----------------------------------------------------------------
The Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey will hold on Sept. 19, 2017, at 2:00 p.m. a
hearing to consider Silicon Alley Group Inc.'s disclosure statement
referring to the Debtor's plan of reorganization.

Written objections to the adequacy of the Disclosure Statement must
be filed no later than 14 days prior to the hearing before the
Court.

                     About Silicon Alley

Silicon Alley Group Inc. filed a voluntary Chapter 11 petition
(Bankr. D. N.J. Case No. 16-18244) on April 28, 2016, and is
represented by Harrison Ross Byck, Esq., at Kauri Byck, LLC, in
Edison, N.J. At the time of the filing, the Debtor estimated its
assets at less than $50,000 and its liabilities exceeding $1
million.


SPECTRUM ALLIANCE: Asks Court to Approve Disclosure Statement
-------------------------------------------------------------
Spectrum Alliance, LP, filed a motion asking the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to approve its
disclosure statement in support of its proposed plan of
reorganization.

The Debtor also asked the Court to fix the dates for the filing of
acceptances, rejections, or objections to the plan.

Finally, the Debtor asked the Court to fix a date for a hearing on
the confirmation of the proposed plan.

Class 1 under the plan consists of allowed unsecured claims.

Class 1A Claims. Class 1A creditors shall be paid by each
respective SPE which has a direct obligation to a Class 1A
creditor. Class 1A creditors shall not be paid from the proceeds
distributed to Class 1B creditors unless the Class 1A creditor has
declared a default, foreclosed on any collateral and liquidated the
same and established a Deficiency Claim.

Class 1B Claims. Class 1B creditors shall consist of all Claims
against the Debtor other than Class 1A Claims. Class 1B Claims
shall be capped at $34,000,000, inclusive of all interest, late
fees, penalties, premiums, costs, expenses, damages, charges or
attorneys’ fees. To the extent the Class 1B Claims total less
than $34,000,000, the Post- Confirmation Class 1B Claims shall
equal the Class 1B Claim. To the extent the Class 1B Claims exceed
$34,000,000, each Post-Confirmation Class 1B Claim shall be
determined by multiplying the Class 1B Claim by a fraction
determined by dividing $34,000,000 by the total Class 1B Claims.

Post-Confirmation Class 1B Claims will be paid as follows:

   1. Interest will begin to accrue at the annual rate of 5% upon
the earlier of (i) Jan. 1, 2020, or (ii) the day when Post-
Confirmation Class 1B Claims are reduced to an amount less than
$24,000,000.

   2. Simple interest only will accrue on the Post-Confirmation
Class 1B Claim. There shall be no compounding or the accrual of
interest on unpaid interest.

   3. Each Class 1B creditor will receive a pro-rata distribution
on the Effective Date of "Units" in the Debtor equivalent in the
aggregate to a 12.5% Limited Partner Interest. Such Units will be
part pari passu to any other Limited Partner Interest.

   4. Principal on Post-Confirmation Class 1B Claims shall be paid
from funds, if any, available to the Debtor in excess of the MFR.

   5. Class 1B Claims shall have the option, in lieu of the options
set forth in Items B.1, B.2 and B.3, and to the extent cash is
available in the Debtor, to receive a 5% cash distribution on the
Effective Date in full and final satisfaction of its Class 1B
Claim.

The Debtor will establish a reserve fund of $2,500,000 for its
operational and capital expenditures. This will not be funded as of
the Effective Date. Rather, the Minimum Reserve Fund will be funded
out of cash flow received by the Debtor after the Effective Date
from all sources and replenished to the extent it is drawn down.
Any excess available cash above the MRF as determined on the 45th
day following the end of the Debtor's fiscal year will be used to
pay: (i) Post-Confirmation Class 1B interest (if any); (ii)
payments of outstanding Net Credit Event fees to management (if
any); (iii) any Post-Confirmation Class 1B Principal outstanding,
pro rata; and then (iv) distributions to Class 2 Claims.

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

     http://bankrupt.com/misc/paeb17-14250-88.pdf

                  About Spectrum Alliance LP

Based in North Wales, Pennsylvania, Spectrum Alliance LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Pa.
Case No. 17-14250) on June 20, 2017. James R. Wrigley, president,
signed the petition.

At the time of the filing, the Debtor estimated its assets and
debts at $50 million to $100 million.

Judge Jean K. FitzSimon presides over the case.  Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C., represents the
Debtor as bankruptcy counsel. The Debtor tapped Migelouche LLC, as
financial advisor.


SPECTRUM HEALTHCARE: Unsecureds to Recoup 5% in 5 Years
-------------------------------------------------------
Spectrum Healthcare Manchester, LLC, filed with the U.S. Bankruptcy
Court for the District of Connecticut a disclosure statement for
its proposed plan of reorganization, dated August 4, 2017, which
contemplates a financial rehabilitation of the Debtor and the
continuation of its business.

The primary purpose of the Plan is to ensure that the Debtor can
service its secured debt and to satisfy the Debtor's obligations
to, among others, holders of Allowed Unsecured Claims. The
restructuring proposed in the Plan will enable the Debtor to exit
chapter 11, service its debts, and continue its existing
operations. The Debtor will retain its assets and operate its
businesses after confirmation of the Plan. The Creditors will
receive payment of their Claims against the Debtor, either on the
Effective Date of the Plan or over time.

Class 3 Claims include all General Unsecured Claims including all
Rejection Claims. Each Holder of a General Unsecured Claim that is
an Allowed Claim classified in this Class shall receive its Pro
Rata Share of an amount equaling 5% of its Allowed Claim, which
shall be paid in equal quarterly cash installments beginning on the
tenth day of the third month following the month in which the
Effective Date occurs and continuing over a five-year period until
paid. Such distributions shall be funded by the Debtor over a five
year period from the Debtor's operations. This class is impaired.

On the Effective Date, the Reorganized Debtor will be authorized
and directed to execute and deliver all documents and agreements
and take all actions contemplated by the Plan. The Debtor will
retain all of its property subject only to the Claims as provided
in the Plan. The Debtor will make distributions provided for in the
Plan from the Debtor's cash on hand, operating revenue and from the
Exit Financing Facility.

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

     http://bankrupt.com/misc/ctb16-21635-515.pdf

                 About Spectrum Healthcare

Spectrum Healthcare, LLC, and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos.
16-21635 to 16-21639) on Oct. 6, 2016.  The petitions were signed
by Sean Murphy, chief financial officer.

The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC. Blum, Shapiro & Co., P.C. serves as their accountant and
financial advisor.

At the time of filing, the Debtors listed these assets and
liabilities:

                                          Total        Estimated
                                          Assets      Liabilities
                                        ----------    -----------
Spectrum Healthcare                     $282,369      $500K-$1M
Spectrum Healthcare Derby               $2,068,467      $1M-$10M
Spectrum Healthcare Hartford            $4,188,568        N/A
Spectrum Healthcare Manchester, LLC     $2,729,410        N/A
Spectrum Healthcare Torrington, LLC     $3,321,626        N/A

Spectrum Healthcare and its affiliates previously filed Chapter 11
petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012.

William K. Harrington, the U.S. Trustee for the District of
Connecticut, appointed Nancy Shaffer, M.A., a member of the
Connecticut Long Term Care Ombudsman's Office, as the Patient Care
Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare
Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum
Healthcare Torrington, LLC.


STAND 2: Selling IP to Standfast Purchaser for $750K
----------------------------------------------------
Stand 2, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Missouri to authorize the sale of intellectual property
and general intangibles to Standfast TRAM, LLC, for $750,000,
subject to adjustment, and the assumption of specified liabilities,
if any, subject to overbid.

A hearing on the Motion is set for Sept. 18, 2017 at 11:00 a.m.
The objection deadline is Sept. 11, 2017 at 5:00 p.m. (CDT).

The Debtor has entered into the Asset Purchase Agreement dated Aug.
1, 2017, with the Purchaser for the sale of the Acquired Assets
free and clear of all liens, claims, encumbrances or interests of
any kind.

The Acquired Assets are related to the business operations of the
Purchaser and directly related to the sale of assets concluded in
the bankruptcy case of the Standfast USA, LLC, Case No.
16-46691-659.  There were no other bidders for those assets and,
similarly, it is not anticipated that there will be other
prospective bidders for these assets.

To the best knowledge and belief of the Debtor, there are no
liens/security interests encumbering the Acquired Assets.

On Aug. 3, 2017, the Debtor filed its Procedures Motion which
sought, among other things, the Procedures Order from the Court
approving Bid Procedures to establish Qualified Bidders, the
procedures for conduct of the Auction and the approval of dates for
the sale and approval of the Acquired Assets.

The APA is subject to, among other things, the Court's approval of
the Bid Procedures and for any resulting auction of the Acquired
Assets.  It expressly conditioned upon the approval of the Court,
and the general terms of the APA.  The sale of the Acquired Assets
will be on an "as is" basis, without representation, warranty or
guaranty of any kind other than as specifically set out in the
APA.

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

          http://bankrupt.com/misc/Stand_2_14_Sales.pdf

The offer submitted by the Purchaser for the Acquired Assets is the
best offer that it has received to date for the purchase of the
Acquired Assets and the price offered by the Purchaser constitutes
fair and reasonable consideration for the Acquired Assets.
Accordingly, the Debtor asks authority to sell the Acquired Assets
to the Purchaser pursuant to the terms and conditions of the APA,
or such other party as may be deemed the Successful Bidder by the
Court as the result of the Auction to be conducted on Sept. 12,
2017, or such other date set by the Court.

The Debtor asks the Court to waive any and all applicable stays of
the Order approving the Motion pursuant to Rule 6004(h) of the
Bankruptcy Rules and declare that such Order immediately is final
and effective upon its entry in the Court's docket.

The Purchaser:

          STANSFAST TRAM, LLC
          7700 Forsyth Blvd.
          St. Louis, MO 63105
          Attn: Mr. Robert O'Brien
          E-mail: bobrien@obcapllc.com

The Purchaser is represented by:

          Spencer P. Desai, Esq.
          CARMODY MACDONALD, PC
          120 South Central Avenue
          18th Floor
          Clayton, MO 63105
          E-mail: spd@carmodymacdonald.com

                       About Stand 2, LLC

Stand 2, LLC, a small business debtor as defined in 11 U.S.C. Sec.
101(51D), owns patents, copyrights, trademarks, and trade secrets
Patents and Trademarks used by its affiliate Standfast USA, LLC,
which patents are valued at $750,000.

Standfast USA sought bankruptcy protection (Bankr. E.D. Mo. Case
No. 16-46691) on Sept. 16, 2016.

Stand 2, LLC, sought Chapter 11 protection (Bankr. E.D. Mo. Case
No. 17-45233) on July 31, 2017, disclosing total assets at $750,590
and total liabilities at $2,200,000.  The petition was signed by
Robert O'Brien, managing member.

Judge Kathy A. Surratt-States is assigned to the case.

Stand 2 tapped Spencer P. Desai, Esq., at Carmody MacDonald P.C.,
as counsel.


STAPLES INC: Moody's Lowers Senior Unsecured Rating to B3
---------------------------------------------------------
Moody's Investors Service took a variety of rating actions on
Staples, Inc., including a downgrade of the senior unsecured rating
to B3 from Baa2, the assignment of a B1 corporate family rating,
and a withdrawal of the Prime-2 commercial paper rating. The
outlook is stable. These rating actions conclude the review for
downgrade that was commenced on June 29, 2017.

These rating actions are due to Staples' agreement to be acquired
by affiliates of Sycamore Partners for around $6.8 billion.

"The acquisition of Staples by affiliates of private equity firm
Sycamore Partners for around $6.8 billion results in significantly
weaker credit metrics, as well as the inherent enhanced credit risk
of private equity ownership," stated Moody's Vice President Charlie
O'Shea. "That said, the restructuring of the business into three
segments, with the commercial/delivery business the surviving rated
entity, allows management to focus on a relatively narrow
competitive universe where it is the clear market leader, with a
historically 'sticky', less fickle customer base that is focused
more on service than price, which will prove advantageous going
forward on multiple fronts," continued O'Shea. "Staples made a
conscious decision over 10 years ago to effectively exit the
"casual, retail" office supply market, basically ceding those sales
to drugstores, discounters, etc. except for back-to-school, and the
commercial business was both the largest and most profitable
segment."

Downgrades:

Issuer: Staples, Inc.

-- Senior Unsecured Regular Bond/Debenture , Downgraded to
B3(LGD5) from Baa2

Assignments:

Issuer: Staples, Inc.

-- Probability of Default Rating, Assigned B1-PD

-- Corporate Family Rating, Assigned B1

-- Senior Secured Bank Credit Facility, Assigned Ba3(LGD3)

-- Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD5)

Outlook Actions:

Issuer: Staples, Inc.

-- Outlook, Changed To Stable From Rating Under Review

Withdrawals:

Issuer: Staples, Inc.

-- Senior Unsecured Commercial Paper, Withdrawn , previously
    rated P-2

RATINGS RATIONALE

Staples' B1 Corporate Family Rating considers the risks to
creditors that are inherent in a sponsor-owned company, as well as
the competitive strength of the reconstituted Staples delivery-only
business, which Moody's believes is the clear market-leader with
around $10 billion in revenues, with very "sticky" commercial
relationships that benefit from historical retention rates in the
mid-90% range. The B1 Corporate Family Rating also recognizes
Staples' quantitative profile, with pro forma debt/EBITDA of around
5 times and EBIT/interest of around 2.25 times, and Moody's
expectation that the company will maintain very good liquidity. The
stable outlook reflects Moody's view that financial policy will
remain benign through the 12-18 month rating horizon, current
corporate strategy, and the management team will largely remain in
place to ensure operating performance does not weaken.

The Ba3 rating on the proposed term loan reflects its elevated
position in the capital structure, as well as the cushion it
receives from more junior claims, including the B3-rated proposed
senior unsecured notes. The rating on these notes reflects their
junior position in the capital structure, with relatively little
support from more junior claims, as well as the presence of both
the term loan and unrated proposed ABL in more senior positions.
The ratings on both facilities also reflect application of Moody's
Loss Given Default Methodology.

Ratings could be upgraded if operating performance and financial
policy result in credit metrics improving such that debt/EBITDA is
sustained below 4.5 times and EBIT/interest rises above 2.5 times.
Ratings could be downgraded if either weakened operating
performance or a more aggressive financial policy resulted in
debt/EBITDA approaching 6 times or EBIT/interest approaching 1.75
times.

Headquartered in Framingham, MA, Staples, Inc. is a seller of
office supplies and related products to predominantly commercial
customers, with annual revenues of around $10 billion.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.


STAPLES INC: S&P Lowers CCR to B+ & Rates New $2.4BB Loan BB-
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Staples
Inc. to 'B+' from 'BBB-'. S&P removed the ratings from CreditWatch
with negative implications, where it was placed on June 29, 2017.
The outlook is stable.

S&P said, "At the same time, we assigned a 'BB-' issue-level rating
to the proposed $2.4 billion first lien term loan, with a '2'
recovery rating that indicates our expectation for substantial
(70%-90%; rounded estimate: 80%) recovery in our default scenario.
We also assigned a 'B-' issue-level rating to the proposed $1.6
billion unsecured notes with a '6' recovery rating, indicating our
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
in a default situation. We do not rate the proposed $1.2 billion
asset-based revolving credit facility.

"We will withdraw our ratings on the company's existing 2018 and
2023 senior unsecured notes when the repayment/tender offer is
complete, which we expect to occur simultaneously with the closing
of the acquisition.

"The ratings reflect our assessment of the company's substantial
debt burden and our view of Staples' business-to-business operation
post-transaction close. We believe Staples faces intense
competition in the office supply distribution business, limited
entry barriers, and low customer switching costs. Still, because of
the company's market position in office supply business, we expect
profits and cash flows should remain consistent over the next one
to two years even if top line revenue remains soft, driven by cost
cutting initiatives and price reinvestment.

"The stable outlook reflects our forecast for modest sales growth
as the company reinvests benefits from its transformational plan
into price savings for customers and operating initiatives such as
warehouse improvements to drive volume growth. We expect EBITDA
margins of around 9% and leverage of more than 5x over the next
year.  

"We could consider a lower rating if leverage climbs because
competitive pressures from other players, including online
retailers, hurt Staples' sales and EBITDA leading us to believe the
company's market position has weakened. If this occurs, we could
see flat to negative low-single-digit sales comparison and profit
margins down by about 150 bps or more because of pricing pressures.
In that case, leverage could approach 6.5x or more. Such weakened
credit metrics could also result from sizeable debt-financed
dividends to the owners, which would also cause a downgrade.

"We think it is unlikely we could raise the ratings in the next
year given the substantial amount of transaction-related debt that
hurt credit metrics. However, any eventual upgrade would be
predicated on Staples' ability to improve its credit profile such
that it sustains a debt-to-EBITDA ratio around 4.5x. An upgrade
would also be predicated on market share gains and consistent
profit growth, such that EBITDA margins improve 150 bps, and cash
flows remain robust."


SUCCESS INC: Plan Outline Okayed, Plan Hearing on Sept. 7
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut is set to
hold a hearing on September 7 to consider approval of the Chapter
11 plan of reorganization for Success, Inc.

The hearing will be held at 10:00 a.m., at the U.S. Bankruptcy
Court, 18th Floor, 157 Church Street, New Haven, Connecticut.

The court on July 27 approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.  

The order set an August 28 deadline for creditors to file their
objections and cast their votes accepting or rejecting the
restructuring plan.

In its latest plan filed on July 21, the company estimated the
total amount of unsecured claims at $2.5 million.  Unsecured
creditors are placed in Class 17.  Success Inc.'s equity holder
will invest a minimum of $300,000 into the company on or before the
plan takes effect.

                       About Success Inc.

Success, Inc. was incorporated on April 24, 1996, for the purpose
of acquiring and managing real estate properties, both with
existing buildings on them as well as vacant properties,
residential as well as commercial.  The Debtor currently owns four
parcels of real property in Connecticut.  Two of these properties
are single family residential units, one is a commercial property
and one is a vacant parcel of land.

The Debtor filed a Chapter 11 petition (Bankr. D. Conn. Case No.
16-50884) on July 1, 2016.  The petition was signed by Gus Curcio,
Sr., president.  The Debtor is represented by Douglas S. Skalka,
Esq., at Neubert, Pepe, and Monteith, P.C.  The case is assigned to
Judge Julie A. Manning.  The Debtor estimated assets and debt at $1
million to $10 million at the time of the filing.

No unsecured creditors' committee, trustee or examiner has been
appointed.

On Nov. 21, 2016, the Debtor filed a proposed Chapter 11 plan of
reorganization and disclosure statement.


SUNEDISON INC: Shareholders' Objections to Plan Confirmation Nixed
------------------------------------------------------------------
Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York issued an order overruling the
shareholders' objections to the confirmation of Sunedison, Inc.,
and affiliates' joint plan of reorganization.

The Court confirmed the Second Amended Joint Plan of Reorganization
of SunEdison, Inc. and its Debtor Affiliates, dated July 20, 2017,
by order dated July 28, 2017. The Plan did not provide for any
distribution to Class 8A, the equity in publically-traded
SunEdison, Inc. and canceled their interests. Shareholders Michael
Sklorenko and Jordan Danelz, members of Class 8A, objected to the
Plan, and the Court also received numerous emails from other
shareholders during the 15 months since SUNE has been in bankruptcy
raising many of the same issues as well as others.

The Shareholders filed the Objection prior to the confirmation
hearing. They asserted that the Plan was not fair and equitable to
the equity holders under section 1129(b) of the Bankruptcy Code and
was not proposed in good faith in violation of section 1129(a)(3)
of the Bankruptcy Code. In particular, they pointed to the "massive
difference between the book value of the Debtors' assets as of
their April 21, 2016, petition date -- over $10.5 Billion when
excluding Goodwill, and assets of the [non-debtor YieldCos] -- and
the distributable assets values, now supposedly only $1.044
Billion." The Shareholders also argued that the Debtors failed to
provide adequate information regarding the value of their assets
and stymied the equity holders' efforts to obtain such information.


Other SUNE shareholders sent emails to the Court emails, before and
after the confirmation hearing and the entry of the order
confirming the Plan, requesting similar as well as other relief.
Virtually all sought more time and money to conduct an
investigation into possible value and to explain the shortfall
between book value (and reported shareholder equity) and the fair
market value as reflected in the evidence received by the Court at
the initial hearing to appoint an official equity committee, the
renewed hearing to appoint an official equity committee and the
confirmation hearing. They also urged the Court to require the
Debtors to file audited financial statements.

In his analysis, Judge Bernstein finds that the Debtors
demonstrated that their Plan was fair and equitable to Class 8A,
and thus, satisfied their burden of cramming down the plan over the
"deemed rejection" by the class. The unrefuted evidence received by
the Court on three occasions, including the confirmation hearing,
showed that the Debtors are hopelessly insolvent. They have
approximately $1 billion in assets and over $6 billion in debt.
They would have to come up with $5 billion more in assets before
equity would be entitled to a share. Furthermore, there is no
junior class below Class 8A, and consequently, no junior class is
receiving or retaining any value. Some shareholders have complained
that wiping out their shares is unfair and unethical, but the
Bankruptcy Code commands this result, and a court is not free to
ignore the law and substitute its own notions of fairness.

Many shareholders have speculated, some with more certainty than
others, that there is substantial additional value to recover and
distribute. This belief is due, in large part, to the gross
disparity between the recorded equity on SUNE’s books and records
and the value evidence described above as well as the failure to
explain to the satisfaction of the shareholders the uses of the $24
billion that the Debtors raised. They argue for further
investigation and explanation.

Despite the passage of 15 months, no one has discovered sufficient
additional value to bridge the $5 billion gap between solvency and
insolvency, even though the creditors, like the shareholders, had
great incentive to do so. The Debtors appeared to be hopelessly
insolvent from the inception of the cases but investigations to
date have not turned up evidence to support claims to recover
material assets.

It is all well and good for the shareholders to request or demand a
further investigation, or the appointment of an official equity
committee to undertake it, but somebody has to pay for it, and the
creditors are unwilling to spend the funds in the estate for that
purpose. The shareholders have been free, individually or through
ad hoc committees, to investigate claims or discover additional
value, but as explained in the decision declining to appoint an
equity committee, they had to front that cost and assert claims for
their substantial contribution thereafter.

At bottom, the numerous investigations and lawsuits have failed to
uncover any claims of sufficient value to cover the $5 billion
shortfall, and no one has provided evidence that something was
missed. Accordingly, the Objection is overruled and the request to
appoint an official equity committee is denied for the same reason
that the Court denied the first request, except that the Debtors do
not just appear to be hopelessly insolvent, they are hopelessly
insolvent. To the extent that the Court has not specifically
discussed an issue raised by the Shareholders or in the shareholder
emails, the Court concludes that they lack merit.

A full-text copy of Judge Bernstein's Memorandum Opinion and Order
dated August 7, 2017, is available at:

                  http://bankrupt.com/misc/nysb16-10992-3804.pdf

Attorneys for the Debtors:

     Anthony W. Clark, Esq.
     Jay M. Goffman, Esq.
     J. Eric Ivester, Esq.
     James J. Mazza, Jr., Esq.
     Louis S. Chiappetta, Esq.
     SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
     Four Times Square
     New York, New York 10036
     anthony.clark@skadden.com
     jay.goffman@skadden.com
     eric.ivester@skadden.com
     james.mazza@skadden.com
     louis.chiappetta@skadden.com

Shareholders Pro se:

     MICHAEL SKLORENKO
     5276 Summerlin Commons Way
     Suite 703
     Fort Myers, Florida 33907

     JORDAN DANELZ
     2240 Oliver Avenue
     Memphis, Tennessee 38104

                  About SunEdison, Inc.

SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of
photovoltaic energy solutions, an owner and operator of clean
power generation assets, and a global leader in the development,
manufacture and sale of silicon wafers to the semiconductor
industry.

On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos.
16-10991 to 16-11017).  Martin H. Truong, the senior vice
president, general counsel and secretary, signed the petitions.
The Debtors disclosed total assets of $20.7 billion and total debt
of $16.1 billion as of Sept. 30, 2015.

The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild
Inc. as investment banker and financial advisor, McKinsey Recovery
& Transformation Services U.S., LLC, as restructuring advisors and
Prime Clerk LLC as claims and noticing agent.  The Debtors
Employed PricewaterhouseCoopers LLP as financial advisors; and
KPMG LLP as their auditor and tax consultant.

SunEdison also has tapped Eversheds LLP as its special counsel for
Great Britain and the Middle East. Cohen & Gresser LLP has also
been retained as special counsel.

The Debtors tapped Ernst &Young LLP to provide tax-related
services.  Keen-Summit Capital Partners LLC has been hired as real
estate advisor.  Binswanger of Texas, Inc. also has been retained
as real estate agent.

Sullivan & Cromwell LLP serves as counsel to TerraForm Power,
Inc., and TerraForm Global, Inc.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Weil, Gotshal & Manges LLP as its
general bankruptcy counsel and Morrison & Foerster LLP as special
counsel.  Togut, Segal & Segal LLP and Kobre & Kim LLP serve as
conflicts counsel.  Alvarez & Marsal North America, LLC, serves as
the Committee's financial advisors.

Counsel to the administrative agent under the Debtors' prepetition
first lien credit agreement are Richard Levy, Esq., and Brad
Kotler, Esq., at Latham & Watkins.

Counsel to the administrative agent under the postpetition DIP
financing facility are Scott Greissman, Esq., and Elizabeth Feld,
Esq. at White & Case LLP.

Counsel to the Tranche B Lenders (as defined in the DIP credit
agreement) and the steering committee of the second lien creditors
are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss
Hauer & Field, LLP.

Counsel to the administrative agent under the Debtors' prepetition
second lien credit agreement is Daniel S. Brown, Esq., at
Pillsbury Winthrop Shaw Pittman LLP.

The collateral trustee under the Debtors' prepetition second lien
credit agreement and the indenture trustee under each of the
Debtors' outstanding bond issuances, is represented by Marie C.
Pollio, Esq., at Shipman & Goodwin LLP.

Counsel to the ad hoc group of certain holders of the Debtors'
convertible senior notes is White & Case LLP's Tom Lauria, Esq.


TAKATA CORPORATION: Chapter 15 Case Summary
-------------------------------------------
Lead Debtor: Takata Corporation
             2-12-31 Akasaka
             Minato-ku, Toyko 107-0052
             Japan

Type of Business: Takata Corporation is a global innovator and
                  supplier of automotive safety systems, including

                  airbag systems, seat belts, steering wheels,
                  electronics, sensors, and child restraint
                  systems, and supplies all major automotive
                  manufacturers in the world.  Headquartered in
                  Tokyo, Japan, it operates 56 plants in 20
                  countries with approximately 46,000 global
                  employees worldwide.  Takata Corporation owns
                  100% of the equity of Takata Kyushu Corporation
                  and Takata Service Corporation, the other two
                  Japanese Debtors.

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

Foreign
Proceeding:       Civil Rehabilitation Proceeding under the
                  Civil Rehabilitation Act of Japan, Act No.
                  225 of December 22, 1999, before the 20th
                  Department of the Civil Division of the
                  Tokyo District Court


Chapter 15 Petition Date: August 9, 2017

Affiliated debtors that simultaneously filed Chapter 15 petitions:

        Name                               Case No.
        ----                               --------
        Takata Corporation                 17-11713
        Takata Kyushu Corporation          17-11714
        Takata Services Corporation        17-11715

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

Judge: Hon. Brendan Linehan Shannon

Foreign Representative: Hiroshi Shimizu
                        Executive Vice President
                        and Executive Director

Chapter 15 Debtors'
U.S. Counsel:       Robert S. Brady, Esq.
                    Pauline K. Morgan, Esq.
                    Ryan M. Bartley, Esq.
                    YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                    Rodney Square
                    1000 North King Street
                    Wilmington, Delaware 19801
                    Tel: (302) 571-6600
                    Fax: (302) 571-1253
                    E-mail: rbrady@ycst.com
                            pmorgan@ycst.com
                            rbartley@ycst.com

                          - and -

                    Nobuaki Kobayashi, Esq.
                    NAGASHIMA OHNO & TSUNEMATSU
                    JP Tower
                    2-7-2 Marunouchi, Chiyoda-ku
                    Tokyo 100-7036, Japan
                    Tel: +81-3-6889-7000
                    Fax: +81-3-6889-8000

Estimated Assets: Not Indicated

Estimated Debt: Not Indicated

A full-text copy of Takata Corp.'s Chapter 15 petition is available
for free at:

           http://bankrupt.com/misc/deb17-11713.pdf

U.S. and Mexican affiliates that sought Chapter 11 protection in
Delaware (Bankr. D. Del.) on June 25, 2017, which cases remain
pending:

    Debtor                                         Case No.
    ------                                         --------
    Takata Americas                                17-11372
    TK Finance, LLC                                17-11373
    TK China, LLC                                  17-11374
    TK Holdings Inc.                               17-11375
    Takata Protection Systems Inc.                 17-11376
    Interiors in Flight Inc.                       17-11377
    TK Mexico Inc.                                 17-11378
    TK Mexico LLC                                  17-11379
    TK Holdings de Mexico, S. de R.L. de C.V.      17-11380
    Industrias Irvin de Mexico, S.A. de C.V.       17-11381
    Takata de Mexico, S.A. de C.V.                 17-11382
    Strosshe-Mex, S. de R.L. de C.V.               17-11383


TAKATA CORPORATION: Files for Chapter 15 to Stay U.S. Suits
-----------------------------------------------------------
Takata Corporation ("TKJP") and two affiliates filed Chapter 15
cases in Delaware to seek U.S. recognition of their restructuring
proceedings in Japan.

Specifically, Takata wants the U.S. Bankruptcy Court to enter an
order recognizing the Civil Rehabilitation Proceedings under the
Civil Rehabilitation Act of Japan, Act No. 225 of December 22, 1999
(the “Civil Rehabilitation Act") before the 20th Department of
the Civil Division of the Tokyo District Court Japan, as "foreign
main proceedings."

As widely reported, automotive safety company Takata has
experienced financial distress due to issues relating to certain of
its products.  Specifically, certain airbag inflators containing
phase-stabilized ammonium nitrate (the "PSAN Inflators")
manufactured by Takata have ruptured during deployment of the
airbag. The rupture of these PSAN Inflators prompted Takata and
certain original equipment manufacturers (each an "OEM") to take
actions to initiate wide-ranging recalls of vehicles globally,
including in Japan and the United States, in coordination with
regulatory authorities including the National Highway
Transportation Safety Administration in the United States and the
Ministry of Land, Infrastructure, Transport and Tourism in Japan.
The OEMs have asserted substantial liabilities against the Takata
entities, including the Japanese Debtors, arising out of claims,
rights of reimbursement, indemnification, setoff and other similar
rights against Takata for the costs and expenses incurred by the
OEMs arising out of the airbag system recall.

On top of the massive cost of these recalls, Takata is subject to a
plea agreement resulting from a two-year investigation by the DOJ.
The Plea Agreement culminated with the entry of the Restitution
Order by the United States District Court
for the Eastern District of Michigan, which imposes significant
fines and penalties that must be satisfied in full for Takata to
have any hope of continuing its operations going forward.  While
some of the penalties and Restitution Payments have already been
satisfied, presently under the Restitution Order, Takata must
satisfy in full $850 million of Restitution Payments by March 4,
2018.  Should Takata fail to do so, the DOJ retains the right to
withdraw the Plea Agreement and pursue criminal charges and
penalties above and beyond those that were settled under the Plea
Agreement against all Takata entities, including the Japanese
Debtors.

TKJP appointed an independent advisory committee consisting of five
legal and financial professionals in February 2016 for the purpose
of formulating a comprehensive restructuring plan for Takata.
TKJP, including through the Steering Committee, engaged in
extensive efforts to address the liabilities associated with the
recalls of PSAN Inflators, in an effort to ensure the continued
viability of Takata’s business and to preserve and maximize the
value of its business for stakeholders.  Takata first explored an
out of court transaction because, among other things, Takata
believed that would provide the most stability for Takata to ensure
an uninterrupted, stable supply of its products to its customers.
During this process, Takata selected Key Safety Systems, Inc.
("KSS") as the potential sponsor for a restructuring of the Takata
business.  Takata, however, was not able to garner enough support
for an out-of-court restructuring.

As a result, and in the face of a rising tide of liabilities,
certain Takata entities commenced coordinated restructuring
proceedings -- the Chapter 11 Cases in the United States
and the Japanese Proceedings -- to pursue a global sale of
substantially all of Takata’s assets to KSS, but excluding the
assets related to the PSAN Inflators business.  Takata and KSS have
reached a tentative agreement in principle for a sale transaction
with a base purchase price targeted at $1.588 billion, subject to
certain adjustments. Importantly, the transaction proposes that the
obligation to pay the $850 million of Restitution Payments under
the Plea Agreement will be satisfied through the sale proceeds from
KSS.  In addition to the base purchase price, KSS has agreed to an
"earn out" payment to Takata of up to $400 million depending upon
achievement of certain financial metrics post-closing.

Takata expects to obtain support for the transaction with KSS from
OEMs that, in the aggregate, purchased approximately 90% of PSAN
Inflators sold by Takata as of March 2017 and hold a substantial
majority of the total unsecured claims against the Takata
entities.

Through the Verified Petition, Takata asks the U.S. Bankruptcy
Court to:

   (a) grant recognition to the Japanese Proceedings as foreign
main proceedings under section 1517 of the Bankruptcy Code; and

   (b) recognize TKJP as the "foreign representative" as defined
in section 101(24) of the Bankruptcy Code in respect of the
Japanese Proceedings.

Doing so will assist the Japanese Court in administering the
Japanese Proceedings and assist the Japanese Debtors in undergoing
civil rehabilitation, Takata says.

                            U.S. Assets

TKJP's primary asset in the United States is its equity ownership
of TK Holdings Inc. ("TKH"), a major United States-based affiliate
of the Japanese Debtors and one of the Chapter 11 Debtors with
cases pending before the Court.  TKJP also holds an interest in a
retainer held by the Japanese Debtors' Delaware counsel in these
Chapter 15 Cases, Young Conaway Stargatt & Taylor, LLP, maintained
in a Delaware bank account.

                          U.S. Suits

Takata said that the Chapter 15 Cases have been commenced for the
purpose of obtaining the assistance of the U.S. Bankruptcy Court to
ensure the effective and economical administration of the Japanese
Proceedings by, among other things, restricting certain creditors
from taking certain actions in the United States that would
undermine the unified, collective and equitable resolution of the
Japanese Debtors' liabilities in the Japanese Proceedings before
the Japanese Court.

"Absent the relief requested, actions may continue against the
Japanese Debtors (and new actions may be commenced), which would
interfere with the orderly determination of claims in the foreign
proceeding and substantially frustrate the efforts to restructure
the Takata business.  If creditors unilaterally pursue collection
or enforcement efforts, such efforts could diminish the value of
the Japanese Debtors' assets and cause significant delay and
disruption to the Japanese Debtors' restructuring process,"
Takata's counsel, Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, explains.

A hearing on the Debtors' motion is scheduled for Aug. 11, 2017, at
9:00 a.m., before Bankruptcy Judge Brendan Linehan Shannon in
Delaware.

                      About Takata Corp

Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures and sells
safety products for automobiles.  The Company offers seatbelts,
airbags, steering wheels, child seats and trim parts.
Headquartered in Tokyo, Japan, Takata operates 56 plants in 20
countries with approximately 46,000 global employees worldwide. The
Company has subsidiaries located in Japan, the United States,
Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea,
China and other countries.  

Takata Corp. filed for bankruptcy protection in Tokyo and the U.S.,
amid recall costs and lawsuits over its defective airbags.  Takata
and its Japanese subsidiaries commenced proceedings under the Civil
Rehabilitation Act in Japan in the Tokyo District Court on June 25,
2017.  

Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S.
and Mexican affiliates each filed voluntary petitions under
Chapter11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11375) on June 25, 2017.  Together with the bankruptcy filings,
Takata announced it has reached a deal to sell all its global
assets and operations to Key Safety Systems (KSS) for US$1.588
billion.

Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese
proceedings.  Weil, Gotshal & Manges LLP  and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata.  Ernst & Young LLP is
tax advisor.  Prime Clerk is the claims and noticing agent.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor.  UBS Investment Bank also
provides financial advice to KSS.  

On June 28, 2017, TK Holdings, as the foreign representative of the
Chapter 11 Debtors, obtained an order of the Ontario Superior Court
of Justice (Commercial List) granting, among other things,  a stay
of proceedings against the Chapter 11 Debtors pursuant to Part IV
of the Companies' Creditors Arrangement Act.  The Canadian Court
appointed FTI Consulting Canada Inc. as information officer.  TK
Holdings, as the foreign representative, is represented by
McCarthy Tetrault LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Trade Creditors and a separate Official Committee of Tort
Claimants.  Pachulski Stang Ziehl & Jones LLP  represents the
Official Committee of Tort Claimants as bankruptcy counsel.

The Official Committee of Unsecured Creditors has selected
Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F.
Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington,
Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and
Tyson
Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York;
and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Washington, D.C., as its bankruptcy counsel.

                         Chapter 15 Cases

Takata Corporation ("TKJP") and affiliates Takata Kyushu
Corporation and Takata Services Corporation commenced Chapter 15
cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9,
2017, to seek U.S. recognition of the civil rehabilitation
proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the
Chapter 15 cases.  Young, Conaway, Stargatt & Taylor, LLP, serves
as Takata's counsel in the Chapter 15 cases.


TAKATA CORPORATION: Special Master Named in Wire Fraud Case
-----------------------------------------------------------
Judge George Caram Steeh of the U.S. District Court for the Eastern
District of Michigan has issued an order appointing Eric D. Green
as Special Master with respect to the custody, administration and
distribution of the Restitution Funds that Takata Corporation will
pay in the case styled UNITED STATES OF AMERICA, v. TAKATA
CORPORATION, Defendant, Case No. 16-CR-20810-04, (E.D. Mich.).

On February 27, 2017, Takata Corporation pled guilty to one count
of wire fraud in violation of 18 U.S.C. Section 1343. On the same
date, the Court entered a Restitution Order requiring Takata to pay
restitution in the amount of $125,000,000 to the individuals who
suffered or will suffer personal injury caused by the malfunction
of a Takata airbag inflator and who have not already resolved their
claims against Takata and $850,000,000 in restitution to auto
manufacturers that purchased airbags with phase-stabilized ammonium
nitrate inflators from Takata or any of its subsidiaries (the "OEM
Restitution Fund").

As part of the Rule 11 Plea Agreement, the United States and Takata
recommended that the Court appoint a Special Master to determine
the proper administration and disbursement of the $975,000,000 in
restitution monies Takata will pay in this case.

Accordingly, on July 10, 2017, the Court issued a notice of intent
to appoint Eric D. Green as Special Master, which addressed the
qualifications of Mr. Green, and required Mr. Green to file an
affidavit disclosing whether there were any grounds for
disqualification, and requested that all parties consent in writing
to the appointment of Mr. Green. Takata and the United States
consented to the appointment of Mr. Green as Special Master.

On March 29, 2017, Takata paid, directly and through certain of its
affiliates, the $125,000,000 for the Individual Restitution Fund.
Pursuant to the Restitution Order, Takata is directed to pay,
directly or through its affiliates or subsidiaries, the
$850,000,000 for the OEM Restitution Fund within five days after
the closing of the currently anticipated sale, merger, acquisition,
or combination involving a transfer of control of Takata, which
must occur within one year after entry of the plea.

A full-text copy of the Order dated July 31, 2017, is available at
https://is.gd/4uUTG8 from Leagle.com.

                      About Takata Corp

Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures and sells  
safety products for automobiles.  The Company offers seatbelts,
airbags, steering wheels, child seats and trim parts.
Headquartered in Tokyo, Japan, Takata operates 56 plants in 20
countries with approximately 46,000 global employees worldwide. The
Company has subsidiaries located in Japan, the United States,
Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea,
China and other countries.  

Takata Corp. filed for bankruptcy protection in Tokyo and the U.S.,
amid recall costs and lawsuits over its defective airbags.  Takata
and its Japanese subsidiaries commenced proceedings under the Civil
Rehabilitation Act in Japan in the Tokyo District Court on June 25,
2017.  

Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S.
and Mexican affiliates each filed voluntary petitions under
Chapter11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11375) on June 25, 2017.  Together with the bankruptcy filings,
Takata announced it has reached a deal to sell all its global
assets and operations to Key Safety Systems (KSS) for US$1.588
billion.

Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese
proceedings.  Weil, Gotshal & Manges LLP  and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata.  Ernst & Young LLP is
tax advisor.  Prime Clerk is the claims and noticing agent.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor.  UBS Investment Bank also
provides financial advice to KSS.  

On June 28, 2017, TK Holdings, as the foreign representative of the
Chapter 11 Debtors, obtained an order of the Ontario Superior Court
of Justice (Commercial List) granting, among other things,  a stay
of proceedings against the Chapter 11 Debtors pursuant to Part IV
of the Companies' Creditors Arrangement Act.  The Canadian Court
appointed FTI Consulting Canada Inc. as information officer.  TK
Holdings, as the foreign representative, is represented by McCarthy
Tetrault LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Trade Creditors and a separate Official Committee of Tort
Claimants.  Pachulski Stang Ziehl & Jones LLP  represents the
Official Committee of Tort Claimants as bankruptcy counsel.

The Official Committee of Unsecured Creditors has selected
Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F.
Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington,
Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson
Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York;
and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Washington, D.C., as its bankruptcy counsel.


TESLA INC: Moody's Assigns B2 CFR & Rates Unsecured Notes B3
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to Tesla, Inc., and also assigned a B3 rating to the
company's offering of senior unsecured notes. The company's
Speculative Grade Liquidity is SGL-3, and the rating outlook is
stable.

RATINGS RATIONALE

The B2 CFR reflects Moody's expectation that the launch, production
ramp up, and market acceptance of the Model 3 will be successful
enough to achieve approximately 300,000 unit sales during 2018 (a
full-year sales rate averaging about 5,500 per week) with a gross
margin approximating 25%. This level of sales and profitability
would enable Tesla to strengthen its performance from sizable
losses to an operating position that supports the B2 CFR. The B2
rating is further supported by Moody's expectation than in the
event of severe financial or operating stress, Tesla's brand name,
production facilities, and product lineup would have considerable
value to another automotive OEM or technology firm targeting the
electric vehicle and mobility markets.

The B3 rating of the unsecured notes reflects the junior position
of the notes relative to the company's $1.9 billion secured credit
facility.

The stable outlook reflects Moody's expectations that the shipment
levels and profitability of the Model 3, combined with an adequate
liquidity profile, will enable the company to materially strengthen
its operating performance and credit metrics during 2018.

Bruce Clark, Senior Vice President with Moody's, said "With the
Model 3 Tesla has brought together the technologies, design and
manufacturing processes that have the potential to produce a
profitable, high-volume electric vehicle that also has advanced
autonomous driving capabilities." Clark further noted, "The major
challenge facing the company during the next twelve months will
largely be the considerable execution risks associated with the
rapid ramp up in production of a totally new vehicle."

Tesla faces significant risks as it attempts to take production of
the Model 3 from a targeted rate of 5,000 per week in early 2018 to
10,000 per week by year-end 2018. This targeted plan could put
full-year production in excess of 350,000 units. This compares with
a US market for full electric vehicle that was approximately 85,000
units in 2016. The company must also sustain strong customer
support for the vehicle during this challenging operating period.
Beyond this launch phase, Tesla will also have to contend with what
will likely be an accelerated competitive response from both auto
OEMs as well as technology firms that are targeting the automotive
mobility market.

As a result of the rapid ramp up in Model 3 production and the
significant increase in capital expenditures required under the
production plan, Moody's expects that Tesla will remain free cash
flow negative into 2019. Given this negative free cash flow
outlook, the uncertainties associated with the launch of the Model
3, and the potential cash requirements necessary to cover the
maturities of its convertible debt, Tesla will face large cash
requirements through 2018. The liquidity resources available to the
company provide moderately adequate coverage of these cash
requirements. This is reflected in the SGL-3 liquidity rating.
Tesla's principal liquidity sources include the company's $3
billion in cash, proceeds from the proposed note offering, and $900
million available under its $1.9 billion secured revolver. Without
the proceeds from the note offering, Tesla's liquidity position
would be stressed.

Tesla's rating could be upgraded if the launch, production ramp up,
and market acceptance of the Model 3 maintain a trajectory for unit
sales exceeding 350,000 units for 2018. Credit metrics that would
support an upgrade include EBITA/interest on track to exceed 1.5x
and debt/EBITDA below 5.0x. Under most scenarios Tesla will remain
free cash flow negative through 2018 due to its growing capital
expenditure plans. However, a ratio of retained cash flow to debt
above 25% would support an upgrade.

The rating could be downgraded if there are major production or
quality problems for the Model 3, if consumer demand erodes to the
degree that the company cannot maintain its 5,000 per week
production target through 2018, or if the level of Model 3
reservations supported by $1,000 deposits fall from the current
level of 455,000 to below 350,000. A ratio of EBIT/interest
approximating 0.5x would also pressure the rating.

The following rating actions were taken:

Assignments:

Issuer: Tesla, Inc.

-- Probability of Default Rating, Assigned B2-PD

-- Speculative Grade Liquidity Rating, Assigned SGL-3

-- Corporate Family Rating, Assigned B2

-- Backed Senior Unsecured Regular Bond/Debenture, Assigned B3
    (LGD 4)

Outlook Actions:

Issuer: Tesla, Inc.

-- Outlook, Assigned Stable

The principal methodology used in these ratings was Automobile
Manufacturer Industry published in June 2017.


TESLA INC: S&P Affirms 'B-' Long-Term CCR, Outlook Still Negative
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term corporate credit
rating on Tesla Inc. The outlook is negative.

S&P said, "At the same time, we assigned our 'B-' issue-level
ratings to its proposed $1.5 billion of senior unsecured notes due
in 2025. The '3' recovery rating indicates our expectation of
meaningful recovery (50%-70%; rounded estimate: 60%) in the event
of a payment default.

"We also affirmed our 'B-' issue-level ratings on its existing
senior unsecured debt and revised our recovery ratings to '3'
(50%-70%; rounded estimate: 60%) from '4'.

"The affirmation reflects Tesla's improved liquidity cushion, which
in our view somewhat offsets the substantial risk related to the
rapid scale-up of its Model 3 production and the significantly high
debt burden on its balance sheet. Given the recent launch of the
Model 3, scale of Tesla's battery manufacturing investments, the
public perception of its technology, and its access to the capital
markets, the company's financial commitments appear sustainable for
now--albeit with significant execution risks.

"The negative outlook on Tesla reflects the company's increased
execution risks over the next 12 months and the lack of visibility
around when it will sustain positive FOCF, which could cause us to
downgrade it over the next 12 months.

"We could lower our ratings on Tesla if execution issues related to
the Model 3 launch later this year or the ongoing expansion of its
Models S and X production lead to significant cost overruns.

"We could also downgrade the company if it appears unlikely that
Tesla will refinance its upcoming maturities and sustain a
liquidity cushion of at least $1.5 billion as it funds its
capital-intensive operations over the next 12 months. This could
lead us to believe that Tesla's financial commitments are
unsustainable over the long-term.

"We could revise our outlook on Tesla to stable if the company is
able to sustain its liquidity position and we see a credible
pathway for it to generate marginally positive FOCF following its
aggressive production ramp-up over the next 12 months. We would
also need to believe that the company's improved market position is
sustainable.

"Longer term, we also believe that any upward rating momentum would
be based on a sustained track record of successful execution toward
its operating and financial targets on sales and gross margins. We
believe the company's high level of vertical integration offers a
credible pathway for the company to achieve meaningful scale over
the long term, allowing it to achieve a higher return on capital as
its battery costs decline."


TEXARKANA HOTELS: Plan Outline Okayed; Plan Hearing on Sept. 19
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas is set
to hold a hearing on Sept. 19, 2017, to consider approval of the
Chapter 11 plan for Texarkana Hotels, LLC.

The plan calls for the liquidation of the company's remaining
assets following the sale of its hotel.  Under the plan, allowed
Class 4 claims of unsecured creditors will be paid a pro-rata share
of funds remaining after payment of senior classes, according to
the company's disclosure statement which was approved by the court
on August 1.

The order set a Sept. 12 deadline for creditors to file their
objections and a September 15 deadline to cast their votes
accepting or rejecting the plan.

                    About Texarkana Hotels

Texarkana Hotels, LLC, operates a 127-room hotel and convention
center under the name of Holiday Inn and the Arkansas Convention
Center located at 5200 Convention Plaza in Texarkana, Arkansas.

Texarkana Hotels sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E. D. Texas Case No. 16-50056) on March 31,
2016.  The petition was signed by Hiren Patel, managing member.  

At the time of the filing, the Debtor estimated its assets at $1
million to $10 million and debts at $10 million to $50 million.

                          *     *     *

The Debtor sold its hotel and convention center to New Boston
Investments, LLC for $6.5 million.  The sale closed on April 28,
2017.

On June 15, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan.  The plan calls for the
liquidation of the remaining assets of the Debtor.


TRANSDIGM INC: Moody's Rates $1.8BB Term Loan Due 2024 'Ba2'
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to TransDigm,
Inc.'s new senior secured term loan (G) due 2024. All other
ratings, including the B1 Corporate Family Rating, and the stable
outlook remain unchanged. Proceeds from the $1.8 billion term loan
along with cash on hand will be used to fund a special dividend in
the range of $1.0 to $1.25 billion and to pay down the term loan C
(ratings will be withdrawn upon close of the transaction).

RATINGS RATIONALE

The B1 Corporate Family Rating considers TransDigm's considerable
tolerance for financial risk, a highly leveraged balance sheet and
the company's private equity-like business model that prioritizes
shareholder returns over creditors. Pro forma for the transaction,
Moody's adjusted Debt-to-EBITDA is expected to increase about 0.4x
to 7.2x, a level of financial leverage that is near the upper
bounds of leverage previously published for expectations at the B1
corporate family rating. The rating continues to reflect
TransDigm's strong competitive position and especially high margins
which are underpinned by the proprietary and sole-sourced nature of
the majority of its products as well as the company's focus on
highly profitable aerospace aftermarkets. Moody's views TransDigm's
sizable and growing installed base of niche products across
multiple platforms and carriers, along with its focus on the
profitable aftermarket business, as adding stability to the
company's revenue stream, a consideration which adds further
support.

Moody's expects TransDigm to maintain its strong liquidity profile
with pro forma cash balances in excess of $300 million, substantial
free cash flow generation with free cash flow to debt in the mid to
high single-digits, and near full availability under its $600
million revolving credit facility due 2020. This should afford the
company some of the financial flexibility necessary to manage its
large debt burden.

The stable outlook incorporates Moody's expectations that favorable
industry fundamentals will continue to support earnings growth and
a strong liquidity profile. The outlook also reflects the
expectation that TransDigm will make progress in reducing leverage
through earnings growth between periodic leveraging transactions.

An upgrade is unlikely in the near term given expectations that
TransDigm will continue to pursue an aggressive financial policy
and a highly leveraged capital structure. An upward rating action
would be driven by leverage sustained below 5.0x on a Moody's
adjusted basis, coupled with the maintenance of the company's
industry leading margins and a continuation of the strong liquidity
profile. Factors that could result in lower ratings include Moody's
adjusted Debt-to EBITDA sustained above the high 7x level or an
erosion in profitability such that EBITDA margins were expected to
approach 40%. A deteriorating liquidity profile involving
FCF-to-Debt continuously below 5%, annual free cash flow generation
sustained below $650 million or increased reliance on the revolver
could also pressure the rating downward.

Issuer: TransDigm, Inc.

The following ratings were assigned:

$1.819 billion senior secured term loan (G) due 2024, assigned Ba2
(LGD2)

TransDigm Inc., headquartered in Cleveland, Ohio, is a manufacturer
of engineered aerospace components for commercial airlines,
aircraft maintenance facilities, original equipment manufacturers
and various agencies of the US Government. TransDigm Inc. is the
wholly-owned subsidiary of TransDigm Group Incorporated (TDG).
Revenues for the last twelve month period ending June 2017 were
approximately $3.5 billion.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.


TRANSDIGM INC: S&P Affirms 'B+' CCR & Rates $1.8BB Term Loan 'B+'
-----------------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on TransDigm Inc.,
including its 'B+' corporate credit rating. The outlook remains
stable.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '3' recovery rating to the company's proposed $1.819
billion first-lien term loan G due 2024. The '3' recovery rating
indicates our expectation for meaningful recovery (50%-70%; rounded
estimate: 60%) in the event of a payment default.

"The affirmation reflects our expectation that, despite an initial
increase in TransDigm's debt due to a higher-than expected level of
dividends ($2.6 billion compared with $1.5 billion previously) in
fiscal-year 2017 (ending Sept. 30, 2017), the company's credit
metrics will remain appropriate for the current rating. TransDigm
plans to use the proceeds from a new $1.819 billion first-lien term
loan G and cash to refinance about $1.2 billion of the outstanding
debt on its first-lien term loan C due 2020 and pay a $1.0 billion
to $1.25 billion dividend to its shareholders. The company is also
seeking a one-time waiver from its lenders to pay the proposed
dividend. We now expect the company's debt-to-EBITDA to increase to
6.5x-7.0x in fiscal-year 2017, which compares with our prior
expectation for 6.0x-6.5x. We also believe that the proposed
transaction is consistent with TransDigm's strategy of maintaining
high leverage while undertaking debt-financed dividends and
acquisitions in order to boost its shareholder returns.

"The stable outlook on TransDigm Inc. reflects our expectation that
the company will continue to benefit from the strong conditions in
the commercial aerospace market and contributions from its
acquisitions, which should provide it with strong free cash flow
generation. However, TransDigm's aggressive financial policy and
appetite for leverage will likely lead its debt-to-EBITDA to
increase to 6.5x-7.0x over the next 12 months.

"We could lower our ratings on TransDigm if the company's total
debt-to-EBITDA rises above 7.0x for a sustained period, especially
if the increase is due to additional debt to fund acquisitions or
shareholder rewards. While less likely, we could lower our ratings
if changing business conditions or weakness in the company's
markets cause us to take a weaker view of its business risk
profile.

"We do not anticipate raising our ratings on TransDigm over the
next year unless management commits to a less aggressive financial
policy and the company's debt-to-EBITDA remains below 6x."


TRINSEO SA: S&P Rates New Senior Secured Credit Facilities 'BB+'
----------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB+' issue-level rating to
Berwyn, Pa.-based Trinseo S.A.'s proposed senior secured credit
facilities, consisting of a $375 million revolver due 2022 and $750
million term loan due 2024. The recovery rating is '1', indicating
S&P's expectation of very high (90% to 100%; rounded estimate: 95%)
recovery in the event of a payment default.

S&P said, "We have also assigned our 'BB-' issue-level rating to
the company's proposed $450 million of unsecured notes due 2025.
The recovery rating is '3', indicating our expectation for
meaningful (50% to 70%; rounded estimate: 60%) recovery in the
event of a payment default.  The borrower issuing the debt is
Trinseo Materials Operating S.C. A. and Trinseo Materials Finance
Inc.

"The company plans to use proceeds from the new debt issuance to
repay outstanding indebtedness. We expect to withdraw ratings on
the existing secured and unsecured debt when they are repaid in
full upon close of this transaction.

"Our existing ratings on Trinseo, including the 'BB-' corporate
credit rating, are unchanged. The outlook is stable."

RATINGS LIST

  Trinseo S.A.
  Trinseo Materials Operating S.C.A.
  Corporate Credit Rating                  BB-/Stable/--


  New Ratings

  Trinseo Materials Operating S.C.A.
  Trinseo Materials Finance Inc.
   Senior Secured
    $375 mil revolver due 2022             BB+
     Recovery rating                       1 (95%)
    $750 mil term loan due 2024            BB+
     Recovery rating                       1 (95%)

   Senior Unsecured
    $450 mil notes due 2025                BB-
     Recovery rating                       3 (60%)


UNILIFE CORP: FNB Buying York Property for $3M Credit Bid
---------------------------------------------------------
Unilife Corp. and its affiliates ask the U.S. Bankruptcy Court for
the District of Delaware to authorize the private sale of Unilife
Cross Farm, LLC's real property commonly known as 250 Cross Farm
Lane, York, Pennsylvania, to First National Bank of Pennsylvania
("FNB") for a credit bid of $3,000,000.

A hearing on the Motion is set for Aug. 28, 2017 at 3:00 p.m. (ET).
The objection deadline is Aug. 21, 2017 at 4:00 p.m. (ET).

The Property is an approximately 165,000-square-foot facility
located on a 38-acre site in York, Pennsylvania.  The facility was
opened in December 2010 and includes clean rooms, administrative
offices, research and development laboratories, prototyping and
automation facilities, a warehouse and expansion space.  The
Debtors had listed the Property for sale several months prior to
the Petition Date, and were unable to secure a buyer prior to the
Petition Date.

The Property is subject to a first mortgage in favor of FNB.  As of
Dec. 31, 2016, the aggregate amount due on the mortgage loan was
approximately $12.1 million.  The U.S. Department of Agriculture
has guaranteed $8 million of the mortgage loan due December 2031.
In addition, the Debtors have deposited funds in a debt service
reserve account held by FNB to secure payment of the debt secured
by the first mortgage ("Restricted Account").  The current balance
in the Restricted Account is approximately $1.8 million.

On the Petition Date, the Property was also subject to a second
mortgage held by FNB in the approximate amount of $3.75 million, a
third mortgage in favor of Commonwealth of Pennsylvania Financing
Authority in the approximate amount of $2 million, and a fourth
mortgage held by ROS Acquisition Offshore, L.P.in excess of $80
million.

On the Petition Date, the Debtors filed a Sale Motion.  The
Property was included in the assets which the Debtors sought to
sell pursuant to the Sale Motion.  On May 4, 2017, the Court
entered Bid Procedures Order.  Among other things, the Bid
Procedures Order approved procedures for the marketing of the
Debtors' assets (including the Property), and set certain dates and
deadlines, including a deadline for them to receive qualified bids,
the date for an auction (if necessary) and the date for a hearing
to consider the sale transaction(s).

In connection with the Sale Motion and in compliance with the terms
of the Bid Procedures Order, the Debtors marketed the Property,
along with all of the Debtors' other assets, to potential
purchasers.  The Debtors conducted an auction on July 17, 2017.
Other than a credit bid by the Buyer, the Debtors did not receive
any bids for the Property, either on its own or in conjunction with
other assets.  A sale hearing was conducted on July 19, 2017 at
which the Debtors presented to the Court three credit bids which
were the highest and best offers received by the Debtors for the
respective assets to be purchased under each of the bids.  None of
the bids included the Property as an asset to be purchased.

On July 21, 2017, the Court entered two orders approving the asset
purchase agreements entered into between the Debtors and the three
successful bidders.  The closing on the approved sale transactions
occurred as of July 24, 2017.  Although the Buyer appeared at the
auction, the Debtors did not accept the $3 million credit bid
proposed by the Buyer at that time.  However, both during and
subsequent to the auction, the Debtors conducted arm's-length
discussions with the Buyer and the Committee in an effort to
generate enhancements that would be required in order for the
Debtors and the Committee to support a credit bid offer by the
Buyer for the Property.  

Ultimately, the parties reached the Sale Agreement and the Buyer
amended its initial credit bid.

The salient terms of the Agreement are:

   a. The sale of the Property for a credit bid of $3 million will
be free and clear of all liens, claims, encumbrances with a trustee
deed delivered/recorded with closing no later than Aug. 31, 2017;

   b. The Debtors will waive any claim or interest in the Deposit
Account held at FNB as additional collateral to secure the
repayment of the mortgage in the approximate amounts of $1.8
million;

   c. The Buyer releases the Debtors and their estates from any and
all claims, including any deficiency claim against the Debtors;

   d. The Buyer will transfer $20,000 to the Debtors' estates in
exchange for a full release from their estates, including any
surcharge claim under 11 U.S.C. Section 506(c);

   e. The Buyer, post-closing, will be free to negotiate with the
other successful purchasers of the Debtors' assets to lease all or
some portion of the Property; and

   f. The Buyer may continue to charge cash management fees to the
Debtors until they move their funds to another financial
institution.

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

     http://bankrupt.com/misc/Unilife_Corp_312_Sales.pdf

As set forth, after a robust marketing effort, the Debtors did not
receive any offers for the Property, other than from the Buyer.
There is no reason to assume that the additional cost of
undertaking a new sales process would generate a different result.
Under these circumstances, the Debtors believe that the best course
of action is to sell the Property to the Buyer in a private sale,
subject to higher and better offers, and to provide notice of the
sale to parties in interest.  In addition to a payment of $20,000
and release of claims over $7 million, the Debtors will cease
incurring utility charges, security fees and other costs associated
with the Property that could erode their limited remaining
resources.  They believe that the sale of the Property to the Buyer
represents a prudent and proper exercise of their business judgment
and is supported by sound business reasons.

The Debtors and the Buyer intend to consummate the sale by closing
as quickly as possible.  Accordingly, they respectfully ask that
the Court orders that the Rule 6004(h) stay will not apply to any
Order approving the sale, and that such Order will be effective and
enforceable immediately upon entry.

                    About Unilife Corporation

Unilife Corporation -- http://www.unilife.com-- is a U.S.-based
developer and commercial supplier of injectable drug delivery
systems.  Unilife has a portfolio of innovative, differentiated
products with a primary focus on wearable injectors.  Products
within each platform are customizable to address specific customer,
drug and patient requirements.

Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 17-10805) on April 12, 2017.  John Ryan, chief
executive officer, signed the petition.  

The Debtor disclosed total assets of $82.98 million and total
liabilities of $201.0 million as of the bankruptcy filing.

The Hon. Laurie Selber Silverstein presides over the case.  

Cozen O'Connor serves as counsel to the Debtor.

An official committee of unsecured creditors has been appointed in
the case.  The panel retained Lowenstein Sandler LLP as counsel.


USS ULTIMATE: Upsized Loans No Impact on Moody's 'B3' CFR
---------------------------------------------------------
Moody's Investors Service said USS Ultimate Holdings, Inc's
proposed first and second lien term loan upsizings are a moderate
credit negative, but do not impact the company's B3 Corporate
Family Rating (CFR), the B2 rating on the first lien senior secured
term loan, and the Caa2 rating on the second lien senior secured
term loan. The ratings outlook is stable.

Headquartered in Westborough, MA, USS Ultimate Holdings, Inc.
through its subsidiaries is a provider of portable sanitation
units, temporary fencing, storage containers and temporary electric
equipment serving the construction, commercial and industrial,
special event, government agency and other end markets. Following
the completion of the leveraged buyout, USS will be majority owned
by Platinum Equity, with remaining shares held by management. USS
is expected to generate pro forma revenues of approximately $480
million in 2017. Portable Merger Corporation is the initial
borrower and will be merged into USS, which will be the obligor
under the new capital structure.


VIRGINIA HIGH TECH: Exclusive Plan Filing Period Moved to Dec. 31
-----------------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia extended the exclusive periods
within which West Virginia High Technology Consortium Foundation
and HT Foundation Holdings, Inc. have the exclusive right to file a
plan of reorganization and solicit acceptance to any such plan
through December 31, 2017.

As reported by the Troubled Company Reporter on August 4, 2017, the
Debtors requested the Court for an extension of the exclusivity
period, pending confirmation of its Second Amended and Plan and
Second Amended Disclosure, to continue to work with their creditors
toward an amicable resolution of any claims and toward confirmation
of the Second Amended Plan of Reorganization.

The Debtors told the Court that since the Petition Date, they have
spent much of the first few months attempting to stabilize their
operations and negotiating in good faith with Huntington regarding
potential restructuring options.  Once the negotiations with
Huntington broke down in late September, the Debtors said that they
immediately considered their reorganization options and formulated
a Plan of Reorganization.

The Debtors recounted that after Huntington filed an objection to
the original Disclosure Statement, they filed a First Amended Joint
Disclosure Statement and First Amended Joint Plan of Reorganization
in an attempt to address the objections raised by Huntington in its
objection to the original Disclosure Statement.

The Debtors alleged that since that date, the Debtors and
Huntington have resolved the Debtors' request to Surcharge
Huntington's collateral and the Debtors' complaint to determine the
secured status of Huntington. The Debtors said that the resolution
of both matters were essential to the Debtors' ability to formulate
a revised plan of reorganization and corresponding disclosure
statement.

In addition, the Debtors said they have negotiated a sale of their
Training Center, which sale was approved by the Court on July 25,
2017.

                About West Virginia High Technology

West Virginia High Technology Consortium Foundation is a West
Virginia non-profit corporation incorporated in 1993.  HT
Foundation Holdings, Inc., a West Virginia non-profit corporation
incorporated in 2008, is an organization that is related to West
Virginia High Technology Consortium Foundation.  

West Virginia High Technology Consortium Foundation, along with HT
Foundation Holdings, Inc., two other non-debtor charitable
title-holding organizations related to West Virginia High
Technology Consortium Foundation, and a single purpose entity LLC,
of which West Virginia High Technology Consortium Foundation is the
sole member, foster business development, promote partnerships
between state, national, and international technology companies and
institutions, and conduct cutting-edge research and development
under contracts with federal and state government.

As part of their operations, West Virginia High Technology
Consortium Foundation and its related organizations, including HT
Foundation Holdings, Inc. own, develop, and manage real property,
buildings, and facilities, which, after development, are leased to
various government and private tenants.

West Virginia High Technology Consortium Foundation and HT
Foundation Holdings, Inc., filed chapter 11 petitions (Bankr. N.D.
W.Va. Case Nos. 16-00806 and 16-00807) on Aug. 4, 2016.  The
petitions were signed by James L. Estep, president and CEO. The
Debtors estimated $10 million to $50 million in assets and
liabilities.

The Hon. Patrick M. Flatley presides over the case.

David B. Salzman, Esq., at Campbell & Levine, LLC, serves as
bankruptcy counsel to the Debtors.  The Debtors hired Rolston &
Company as real estate appraiser; Easter Valley, LLC, as real
estate broker; and Arnett Carbis Toothman, LLP as accountants.

                          *     *     *

On Feb. 3, 2017, the Debtors filed with the Bankruptcy Court a
First Amended Disclosure Statement and Joint Plan of
Reorganization.  Under the Amended Plan, each holder of a Class 6
General Unsecured Claim will receive an amount equal to 100% of the
unpaid amount of their Allowed General Unsecured Claim over 3 years
in 12 consecutive, equal, quarterly installments, with the first
payment due no later than 60 days after the Effective Date.


VOYA FINANCIAL: Fitch Affirms BB+ Rating on Jr. Sub. Notes
----------------------------------------------------------
Fitch Ratings has affirmed Voya Financial, Inc.'s (Voya) life
insurance subsidiaries' Insurer Financial Strength (IFS) ratings at
'A' (Strong). Fitch has also affirmed Voya's senior debt rating at
'BBB', and junior subordinated debt rating at 'BB+'. The Rating
Outlook for all ratings is Stable.

The affirmation reflects Voya's very strong balance sheet
fundamentals and strong business profile, which reflect good
business diversification and operating scale. The ratings also
consider the company's strong operating performance within its core
business segments. Offsetting these positives are the challenges
related to the run-off of Voya's closed-block VA book and ongoing
headwinds associated with the low rate environment, which
negatively impacts earnings and reserve adequacy.

KEY RATING DRIVERS

Fitch considers Voya's financial performance and earnings to be
strong but somewhat below expectations for the rating. Voya
reported 2016 pre-tax operating income of $777 million, a 20%
decline from the prior year, and an operating return on equity
(ROE) of 6.5%. Voya's operating ROE reflects increased operating
expenses associated with the company's strategic plan to invest in
technology initiatives designed to increase growth and reduce costs
after 2018 but excludes operating results related to the closed
block VA business (CBVA). Adjusted pre-tax operating income for the
ongoing business, which excludes corporate expenses and CBVA
results, was down 4% from the prior year due to higher loss ratios
in employee benefits, lower prepayment income, and lower
reinvestment rates due to the impact of the continued low interest
rate environment.

While Voya expects operating income to improve, operating ROE will
continue to be impacted by the significant amount of capital
supporting the closed block VA and individual life business. Fitch
expects a sustained low interest rate environment will create
headwinds and could impact Voya's ability to meaningfully improve
earnings.

Fitch considers Voya's statutory capitalization to be very strong
for the current rating level. The consolidated risk-based capital
(RBC) ratio for the company's U.S. insurance subsidiaries was
reported to be 493% at year-end 2016. Fitch expects reported RBC to
be in the 425% to 450% range over the intermediate term. Fitch's
view of the company's capitalization considers Voya's use of
captives to finance excess life reserves.

At year-end 2016, financial leverage was approximately 25%, which
is at management's stated target level and slightly below Fitch's
median guideline for the rating category. The increase in leverage
from 23% over 2016 was a result of the issuance of $800 million of
debt to partially refinance upcoming maturities as well as to fund
the premium and principal to retire higher coupon debt and reduce
run rate interest expense. Voya redeemed an additional $400 million
of senior notes due 2018, funded primarily by a senior debt
issuance of the same amount and cash in July 2017.

Fitch expects GAAP adjusted operating earnings-based interest
coverage to be in the 6x to 7x range in 2017. GAAP adjusted
operating earnings-based interest coverage was 6x in 2016, down
from 7x in full year 2015, primarily reflecting the decline in
operating income. Fitch estimates Voya's statutory interest
coverage will be approximately 4x in 2017, down from 5x in 2016 and
in excess of Fitch's median ratio guideline of 3x for an 'A' rated
company. The decline in statutory dividend capacity is due to the
elimination of ordinary dividend capacity at Reliastar Life
Insurance Company (Reliastar), which has negative earned surplus as
a result of the recapture and cession of a term life insurance
block to a captive reinsurer in the fourth quarter of 2016.

Fitch's key rating concerns include the challenges related to the
run-off of Voya's approximately $38 billion closed-block VA book,
particularly in a tail-risk scenario. Fitch notes as a positive
that the company has utilized dynamic and macro hedging to mitigate
the statutory capital impact associated with changes in the equity
markets and/or interest rates. However, policyholder behavior
assumptions cannot be hedged and therefore remain a risk. At
year-end 2016, Voya had approximately $8.0 billion in reserves and
capital supporting the closed-block VA book.

RATING SENSITIVITIES

The key rating triggers that could result in an upgrade include:

-- Continued growth in operating profitability which leads to an
    improvement in operating ROE to over 11%;
-- Sustained maintenance of GAAP adjusted operating earnings-
    based interest coverage of more than 10x;
-- Disposition of closed-block business at good value with boost
    to capitalization and reduction in volatility and risk;
-- Reported RBC above 450%, a Prism Capital model score of 'Very
    Strong', and financial leverage below 20%.

The key rating triggers that could result in a downgrade include:

-- A decline in reported RBC below 375% and a Prism capital model

    score at the low end of 'Strong';
-- Financial leverage exceeding 30%;
-- Significant adverse operating results which leads to GAAP
    adjusted operating earnings-based interest coverage below 6x;
-- Sustained decline in operating ROE below 6%;
-- Material reserve charges required in its insurance/variable
    annuity books.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings with a Stable Outlook:

Voya Financial, Inc.
-- Long-term IDR at 'BBB+';
-- 2.9% senior notes due Feb. 15, 2018 at 'BBB';
-- 5.5% senior notes due July 15, 2022 at 'BBB';
-- 3.125% senior notes due July 15, 2024 at 'BBB';
-- 3.65% senior notes due June 15, 2026 at 'BBB';
-- 5.7% senior notes due July 15, 2043 at 'BBB';
-- 4.8% senior notes due June 15, 2046 at 'BBB';
-- 5.65% fixed-to-floating junior subordinated notes due May 15,
2053 at 'BB+'.

Voya Retirement Insurance and Annuity Company
Voya Insurance and Annuity Company
ReliaStar Life Insurance Company
ReliaStar Life Insurance Company of New York
Security Life of Denver Insurance Company
-- IFS at 'A'.

Equitable of Iowa Companies, Inc.
-- Long-term IDR at 'BBB+'.

Equitable of Iowa Companies Capital Trust II
-- 8.424% Trust Preferred Stock at 'BB+'.

Peachtree Corners Funding Trust
-- $500 million of 3.976% pre-capitalized trust securities due
    2025 at 'BBB'.

Voya Holdings Inc.
-- 7.25% senior notes due Aug. 15, 2023 at 'A+';
-- 7.625% senior notes due Aug. 15, 2026 at 'A+';
-- 6.97% senior notes due Aug. 15, 2036 at 'A+'.


W&T OFFSHORE: Reports H1 Net Income of $57.6 Million
----------------------------------------------------
W&T Offshore, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $33.31 million on $123.32 million of revenues for the three
months ended June 30, 2017, compared to a net loss of $120.92
million on $99.65 million of revenues for the three months ended
June 30, 2016.

For the six months ended June 30, 2017, W&T Offshore reported net
income of $57.61 million on $247.71 million of revenues compared to
a net loss of $311.43 million on $177.37 million of revenues for
the same period a year ago.

The Company's balance sheet at June 30, 2017, showed $874.97
million in total assets, $1.47 billion in total liabilities, and a
total stockholders' deficit of $597.95 million.

Net cash provided by operating activities for the six months ended
June 30, 2017, was $65.6 million and net cash used by operating
activities for the six months ended June 30, 2016, was $11.3
million.  Cash flows from operating activities, before changes in
working capital, insurance reimbursements, escrow deposits and ARO,
were $112.3 million for the six months ended June 30, 2017,
compared to $6.5 million in the comparable period.  The increase in
cash flows was primarily due to higher realized prices for all our
commodities - oil, NGLs and natural gas, lower operating costs and
lower interest payments.  Our combined average realized sales price
per Boe increased 41.8% in the first half of 2017, which caused
total revenues to increase $70.3 million.  Lease operating expenses
decreased $9.4 million, G&A expenses decreased $2.9 million and
interest expense, net of amounts capitalized, (the portion of
interest that is including in net cash provided by operating
activities) decreased $34.4 million.  (Interest related to the New
Debt is reported within cash flows from financing activities under
ASC 470-60).    

Other items affecting operating cash flows for the six months ended
June 30, 2017, were ARO settlements of $36.0 million and the escrow
payment related to the Apache lawsuit of $49.5 million, partially
offset by insurance reimbursements of $30.1 million and changes in
receivables, accounts payable and accrued liabilities of $12.3
million.  

Net cash used in investing activities during the six months ended
June 30, 2017, and 2016 was $45.5 million and $50.4 million,
respectively, which represents our investments in oil and gas
properties and equipment.  There were no acquisitions of properties
during either period.  Investments in oil and natural gas
properties on an accrual basis in the six months ended June 30,
2017 were $43.8 million compared to $17.7 million for the same
period in 2016.  The capital expenditures during the six months
ended June 30, 2017, related primarily to investments on the
conventional shelf.  In addition, adjustments from working capital
changes associated with investing activities was a net cash usage
of $0.8 million in the six months ended June 30, 2017 compared to
net cash usage of $34.1 million for the same period in 2016.  These
amounts represent timing differences between when the work was
performed and the payment made.  During the six months ended June
30, 2016, assets sales were $1.5 million.      

Net cash used by financing activities for the six months ended June
30, 2017, was $18.0 million and net cash provided by financing
activities for the six months ended June 30, 2016, was $148.1
million.  The net cash used for the six months ended June 30, 2017
was primarily attributable to the interest payments on the 1.5 Lien
Term Loan, the Second Lien PIK Toggle Notes, and the Third Lien PIK
Toggle Notes, which are reported as a financing activities under
ASC 470-60.  The net cash provided for the six months ended June
30, 2016, was attributable to the net borrowings on the revolving
bank credit facility.

During the second quarter of 2017, a final trial court judgment was
rendered in Apache Corporation's lawsuit against the Company.  As a
result, the Company deposited $49.5 million in an escrow account
from cash on hand as a first step to allow the Company to appeal
the decision.    

"We have assessed our financial condition, the current capital
markets and options given different scenarios of commodity prices.
We believe we will have adequate liquidity to fund our operations
beyond September 2018, the period of assessment to qualify as a
going concern.  However, we cannot predict the potential changes in
commodity prices or the future bonding requirements, either of
which could affect our operations, liquidity levels and compliance
with debt covenants."

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

                     https://is.gd/ZeUcSn

                      About W&T Offshore

Based in Houston, Texas, W&T Offshore, Inc., is an independent oil
and natural gas producer, active in the exploration, development
and acquisition of oil and natural gas properties in the Gulf of
Mexico.  In October 2015, the Company disposed of substantially all
of its onshore oil and natural gas interests with the sale of its
Yellow Rose field in the Permian Basin.  The Company retained an
overriding royalty interest in the Yellow Rose field production.
W&T Offshore, Inc. is a Texas corporation originally organized as a
Nevada corporation in 1988, and successor by merger to W&T Oil
Properties, Inc., a Louisiana corporation organized in 1983.  The
Company's interest in fields, leases, structures and equipment are
primarily owned by the parent company, W&T Offshore, Inc. and its
wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited
liability company.

W&T Offshore reported a net loss of $249.02 million for the year
ended Dec. 31, 2016, a net loss of $1.04 billion for the year ended
Dec. 31, 2015, and a net loss of $11.66 million for the year ended
Dec. 31, 2014.

                         *     *     *

As reported by the TCR on April 14, 2017, S&P Global Ratings
affirmed its 'CCC' corporate credit rating on U.S.-based oil and
gas exploration and production (E&P) company W&T Offshore Inc.  The
rating outlook is negative.  "The affirmations follow our review of
W&T's capital structure and credit profile in light of challenging
conditions in the offshore E&P industry," said S&P Global Ratings
credit analyst Kevin Kwok.


WEEKLEY HOMES: Moody's Rates Proposed $250MM Sr. Unsec. Notes B3
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed new
$250 million of senior unsecured notes of Weekley Homes, LLC and
upgraded the rating on Weekley's existing $200 million of senior
unsecured notes to B3 from Caa1. In the same rating action, Moody's
affirmed Weekley's Corporate Family Rating ("CFR") of B2 and the
Probability of Default Rating of B2-PD. The outlook is stable.

The upgrade to Weekley's senior unsecured notes is a result of a
significant shift in the composition of the company's capital
structure and is not as a result of any change in the credit
profile of the company. Proceeds of the note offering will be used
to retire a like amount of secured debt after which the company
will reduce the size of its secured revolver to $400 million from
$700 million.

The following rating actions were taken:

B2 Corporate Family Rating was affirmed

B2-PD Probability of Default Rating was affirmed

Rating on existing $200 million of senior unsecured notes due 2023
upgraded to B3, LGD5 from Caa1, LGD6

B3, LGD5 rating assigned to the proposed new $250 million of senior
unsecured notes

Stable rating outlook.

RATINGS RATIONALE

Weekley's B2 CFR reflects its small size and scale relative to the
big national builders, limited tangible net worth position,
geographic concentration in Texas, particularly Houston, and
Florida, thin cash position, an adjusted debt to book
capitalization profile that is only average for its rating, and
weak to negative cash flow generation that is likely to keep
revolver usage up.

At the same time, Weekley ratings incorporate an impressive
earnings track record, with the company having registered positive
net income in 34 of the past 36 years; a tendency to buy mostly
finished lots, which reduces impairment potential and increases
inventory turns; an over 75% inventory position in vertical
construction, which also reduces impairment risk; a diverse product
platform; better geographic diversification than many of its small
homebuilding peers; and a stabilization of the Houston homebuilding
market.

The stable outlook acknowledges that modestly improving industry
conditions will result in continued top and bottom line growth for
the company while debt leverage will remain flat.

Factors that could lead to an upgrade include a large increase in
size, scale, and tangible net worth, an adjusted debt to book
capitalization below 50%, and maintenance of solid liquidity.

Factors that result in a downgrade include the company's beginning
to generate bottom line losses, adjusted debt to book
capitalization rising above 65% on a sustained basis, a
deterioration in liquidity, and/or a shift into a more aggressive
land strategy.

Weekley has an adequate liquidity profile, with a thin cash
position and expected weak to negative cash flow being offset by
pro forma $400 million secured and $50 million unsecured revolver
facilities with several banks maturing from 2018 to 2023. Pro forma
availability, after issuing the new notes, paying down revolver
debt, and reducing the secured revolver size will be over $250
million as of June 30, 2017.

Established in 1976 and headquartered in Houston, TX, Weekley
Homes, LLC is one of the largest private homebuilders in the US,
constructing entry level, first move-up, second move-up, and custom
homes. Owned entirely by the Weekley family and by senior
management, the company has a presence in 20 metropolitan areas
across 12 states. For the 12 months ended June 30, 2017, the
company generated approximately $1.9 billion in revenues and $73
million in net income (an LLC does not include a provision for
income taxes).

The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in April 2015.


WEEKLEY HOMES: S&P Rates New $250MM Senior Unsecured Notes 'B+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating to Weekley
Homes LLC's proposed $250 million senior unsecured notes due 2025.
S&P said, "The recovery rating of '3' indicates our expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a payment default. We expect the company will use the proceeds
to pay down outstanding balances on its revolving credit facility
and, in conjunction, will reduce committed amounts on its credit
facility to $435 million ($400 million secured and $35 million
unsecured) from $735 million."

The new $250 million senior unsecured notes will rank pari passu
with the company's existing $200 million senior unsecured notes due
2023, which have a recovery rating of '3' and an issue-level rating
of 'B+'.

The corporate credit rating on Weekley Homes is 'B+' with a
negative outlook. For S&P's complete corporate credit rating
rationale on the company, see its research update published on Dec.
19, 2016.

RECOVERY ANALYSIS

Key analytical factors

S&P said, "The issue-level rating on the proposed senior unsecured
notes is 'B+', in line with the 'B+' corporate credit rating and
our notching guidelines for a '3' recovery rating. A recovery
rating of '3' indicates our expectation for meaningful (50%-70%;
rounded estimate: 60%) recovery in the event of payment default.

"Both the proposed $250 million senior unsecured notes due 2023 and
the existing $200 million senior unsecured notes due 2023 are
ranked equally in terms of priority.

"We estimate a gross recovery value of about $670 million, which
assumes a blended 40% discount to the assumed $1.08 billion in book
value of inventory as of June 30, 2017."

Simulated default assumptions

S&P's simulated default scenario contemplates a payment default in
2021.

Under this scenario, a U.S. economic recession drastically affects
the volume of new home sales versus our forecast and drives the
company's average selling prices and deliveries back to the low
levels of the last housing downturn (2007-2010).

S&P said, "For purposes of our default scenario, we assumed
aggregate borrowings of about $280 million under the secured
revolving facility, which is 70% usage of the $400 million
committed amount."

Simplified waterfall

-- Net recovery value (after 5% administrative costs): $615
million
-- Estimated priority claims (0% usage of $35 million unsecured
revolving credit facility and 70% usage of $400 million secured
revolving credit facility less undrawn letters of credit): $280
million
-- Net recovery available to unsecured claims: $280 million
-- Estimated senior unsecured claims: $465 million
-- Recovery expectation: 50%-70% (rounded estimate: 60%)

Ratings List

  Weekley Homes LLC
   Corporate Credit Rating                       B+/Negative/--

  New Rating

  Weekley Homes LLC
   $250 mil sr unsec notes due 2025              B+
    Recovery Rating                              3(60%)


WESTMORELAND COAL: Reports $323 Million Revenues for Q2
-------------------------------------------------------
Westmoreland Coal Company filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common shareholders of $50.38 million on $323.02
million of revenues for the three months ended June 30, 2017,
compared to a net loss applicable to common shareholders of $28.58
million on $357.6 million of revenues for the three months ended
June 30, 2016.

For the six months ended June 30, 2017, Westmoreland reported a net
loss applicable to common shareholders of $87.18 million on $662.8
million of revenues compared to a net loss applicable to common
shareholders of $1.18 million on $713.5 million of revenues for the
same period during the prior year.

As of June 30, 2017, Westmoreland Coal had $1.45 billion in total
assets, $2.22 billion in total liabilities and a total deficit of
$766.51 million.

As of June 30, 2017, the Company is in compliance with the fixed
charge ratio under its revolver agreement.  Based on current
projections, absent management plans, there is substantial doubt as
to its ability to comply with this covenant during the next twelve
months from this filing.  

"If we were to breach this covenant, we could lose access to the
Revolver and impact certain customary cross-default provisions in
our $350.0 million 8.75% Notes and our $322.2 million Term Loan
which would become immediately due.  Our belief, based on
historical patterns, is that it is probable we would be able to
alleviate or cure any such Revolver covenant default with an
amendment or waiver.

"Availability under the Revolver and WMLP Revolver is subject to
their respective borrowing base calculations as defined in the
underlying debts agreement for each.  At June 30, 2017,
availability on the Revolver was $27.0 million which reflects $9.9
million in outstanding letters of credit and $23.1 million in
borrowing base restrictions.  The Company had no borrowings on the
Revolver.  The Company anticipates that its cash from operations,
cash on hand and available borrowing capacity will be sufficient to
meet its investing, financing, and working capital requirements for
the foreseeable future.

"We conduct our operations through subsidiaries.  We have
significant cash requirements to fund our debt obligations, ongoing
heritage health benefit costs, pension contributions, and corporate
overhead expenses.  The principal sources of cash flow to the WCC
are distributions from our operating subsidiaries.  The cash at all
of our subsidiaries is immediately available, except Westmoreland
Risk Management, Inc. ("WRMI"), the Westmoreland San Juan Entities,
and WMLP.  The cash at our captive insurance entity, WRMI, is
available to us through dividends and is subject to maintaining a
statutory minimum level of capital, which is $0.25 million.

"Although we anticipate that our cash from operations, cash on hand
and available borrowing capacity will be sufficient to meet our
business obligations, we have proactively engaged financial
advisors to assess our capital structure.  These advisors, together
with management and our board of directors, will advise us on
options to optimize our overall capital structure and provide
greater financial flexibility and liquidity, particularly in light
of the December 2017 maturity of the WMLP Revolver, the December
2018 maturity of the WMLP Term Loan, and 2018 interest rate and
other changes associated with the San Juan Loan."

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

                     https://is.gd/kHjsU8

                About Westmoreland Coal Company

Englewood, Colorado-based-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest        

independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal reported a net loss of $28.87 million on $1.47
billion of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $219.09 million on $1.41 billion of revenues for the
year ended Dec. 31, 2015.

                          *     *     *

As reported by the TCR on March 2, 2016, Moody's Investors Service
downgraded the ratings of Westmoreland Coal Company, including its
corporate family rating to 'Caa1' from 'B3', probability of default
rating (PDR) to 'Caa1-PD' from 'B3-PD', and the ratings on the
senior secured credit facility and senior secured notes to 'Caa3'
from 'Caa1'.  The Speculative Grade Liquidity rating of SGL-3
remains unchanged.  The outlook is stable.

In April 2017, S&P Global Ratings lowered its corporate credit
rating on Westmoreland to 'CCC+' from 'B'.  S&P views
Westmoreland's capital structure to be unsustainable in the long
term without a significant boost in coal prices and volumes over
the next year.


WILLIAM VANDERPOOL: Deboer Buying Winter Haven Property for $162K
-----------------------------------------------------------------
William Mac Vanderpool, Jr. and Kimberly D. Vanderpool ask the U.S.
Bankruptcy Court for the Middle District of Florida to authorize
the sale of real property located at U.S. Highway 542 W, Winter
Haven, Polk County, Florida, outside the ordinary course of
business, to David Deboer for $162,000.

The Property is subject to a first mortgage lien of Wells Fargo
Bank, N.A. in the approximate amount of $220,000.

The Debtors' Plan of Reorganization, which has been confirmed by
the Court, proposed to sell the Property and satisfy liens thereon
and distribute any proceeds in excess of the amount due for said
liens to their unsecured creditors.  They were to complete the sale
within 90 days after the Effective Date of the Plan.

The Debtors have entered into a contract to sell the Property to
the Buyer for $162,000 free and clear of all liens.  The contract
has been approved by Wells Fargo.  

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

      http://bankrupt.com/misc/William_Vanderpool_226_Sales.pdf

The Debtors ask the Court to authorize the Closing Agent or other
appropriate party to pay out of the proceeds of the sale to the
first mortgagee Wells Fargo; all incidental closing costs,
including ad valorem taxes, title insurance, and related costs, if
any.  They also ask the Court to direct the Closing Agent or other
appropriate party to provide the United States Trustee's Office a
Closing Statement within 14 days from the closing.

The proposed method of sale is fair and equitable and is in the
best interest of the bankruptcy estate and its creditors.

Counsel for Debtors:

           Pierce J. Guard, Jr., Esq.
           THE GUARD LAW GROUP, PLLC
           2511 Orleans Avenue
           Lakeland, FL 33803
           Telephone: (863) 619-7331

Wells Fargo can be reached at:

           WELLS FARGO BANK, N.A.
           420 Montgomery Street
           San Francisco, CA 94163

William Mac Vanderpool, Jr. and Kimberly D. Vanderpool sought
Chapter 11 protection (Bankr. M.D. Fla. Case No. 15-06078) on June
11, 2015.  The Debtors' Plan of Reorganization has been confirmed
by the Court.


WORLD MARKETING: Associated Bank Loses Summary Judgment Bid
-----------------------------------------------------------
Judge Timothy A. Barnes of the United States Bankruptcy Court for
the Northern District of Illinois has denied the Motion for Summary
Judgment brought by Associated Bank, National Association, in the
adversary case captioned Norman B. Newman, solely as Liquidating
Trustee of the World Marketing Liquidating Trust, successor in
interest to the Official Committee of Unsecured Creditors of World
Marketing Chicago, LLC, et al., Plaintiff, v. Associated Bank,
National Association, Defendant, Adversary No. 16ap00019 (Bankr.
N.D. Ill.), because the motion fails to demonstrate that there is
no genuine issue of material fact.

On August 27, 2014, the Debtors' parent company, World Marketing
Holdings, LLC ("Holdings"), acquired the assets and subsidiaries of
World Marketing Inc. from BH Media Group Inc., a subsidiary of
Berkshire Hathaway Inc.

Both the Trustee and Associated Bank agree that on October 17,
2014, Associated Bank and Holdings entered into a Credit Agreement
in which Associated Bank agreed to make a revolving loan to
Holdings with a facility cap up to $6 million, with the apparent
purpose of providing working capital to Holdings and the Debtors.

In connection with the Loan, the Debtors and Robert M. Kraft,
Robert W. Kraft and Blue Streak Holdings, LLC, executed an
unconditional and absolute guaranty as a condition of the Loan,
subjecting each Guarantor to joint and several liability for the
Loan's full amount and all obligations owed by Holdings to
Associated Bank under the Credit Agreement. As security, the
Debtors granted Associated a security interest in substantially all
of the Debtors' assets.

On January 11, 2016, the Committee commenced the Adversary
proceeding against Associated Bank, seeking, among other things, to
avoid the Guaranty and Liens, and to recover all sums previously
taken by Associated Bank pursuant to the Guaranty and Liens for the
Debtors' bankruptcy estates.

On March 24, 2016, Associated Bank sought for dismissal of the
Complaint under Federal Rule of Civil Procedure 12(b)(6), which the
Committee opposed. On June 28, 2016, the Court dismissed counts
XIX-XXII of the Complaint, but permitted the Committee to proceed
on the remaining counts, including several fraudulent transfer
claims.

Subsequently, Associated Bank moves for summary judgment, alleging
that the Trustee has no evidence to support the fraudulent transfer
claims and contending that the Debtors were not insolvent on the
Loan Closing Date. Associated Bank further contends that the
Trustee cannot show that the Loan resulted in unreasonably small
capital for the Debtors or that the Loan caused the Debtors to
incur debts beyond their ability to pay as the debts matured, and
that, as a result, judgment must be rendered in its favor.

In opposing the Motion, the Trustee offers the expert opinion of
Michael L. Atkinson, his expert report and his declaration. Mr.
Atkinson is a managing director in the corporate restructuring and
litigation services practice of the risk-management consulting firm
Proviti, Inc., is a certified public accountant, and has testified
as an expert in numerous other bankruptcy cases.

In his Report, Mr. Atkinson concludes that the Debtors were
insolvent on the Loan Closing Date. He does so by applying three
separate solvency tests: the balance sheet test, the inadequate
capital test, and the inability to pay debts as they became due
test. The report concludes that the Debtors were insolvent when
they transacted with Associated Bank, which Associated Bank
disputes, which creates a genuine issue of material fact and
Associated Bank is not therefore entitled to judgment as a matter
of law.

In the Reply in Support of its Summary Judgment Motion, Associated
Bank argues that the expert evidence is inadmissible, and thus does
not overcome Associated Bank's allegations of no evidence.

The Court finds, however, that the Debtors' solvency is a material
issue that is in dispute, and as such the use of Mr. Atkinson's
evidence will be determined in the context of a trial. The Court
determines that Associated Bank has not succeeded in establishing
that no evidence exists to support the Complaint, and therefore the
Court need not consider whether Associated Bank is entitled to
judgment as a matter of law.

Associated Bank further challenges the basis of the Report, arguing
that Mr. Atkinson should have used going concern values instead of
liquidation values in analyzing the Debtors' solvency via the
Balance Sheet test. Associated Bank also contends that Atkinson's
conclusions are erroneous and based on incorrect data and/or
valuation methods.

The Court does not disagree with Associated Bank's argument that
without expert testimony to support it, the Trustee's contention
that the Debtors were insolvent on the Loan Closing Date fails. The
Court explains that if the expert report itself is inadmissible,
even if the foregoing holds true, the evidentiary record will be
commensurably harmed. However, the Court notes that for expert
testimony to be excluded from the record, it must be so
fundamentally unsupported that it cannot assist the trier of fact.
The Court cannot conclude that is the case here. Accordingly, the
Court maintains that since the admissibility of the Report is a
credibility issue which will be taken up at trial, and exclusion of
the Report at this stage is therefore not proper.

A full-text copy of the Memorandum Decision dated July 31, 2017, is
available at https://is.gd/KD1B70 from Leagle.com.

                About World Marketing Chicago

Headquartered in Milwaukee, Wisconsin, World Marketing Chicago,
LLC, offers marketing consulting and mailing services.  World
Marketing Chicago, LLC (Bankr. N.D. Ill. Case No. 15-32968), and
affiliates World Marketing Atlanta, LLC (Bankr. N.D. Ill. Case No.
15-32975) and World Marketing Dallas, LLC (Bankr. N.D. Ill. Case
No. 15-32977) filed for Chapter 11 bankruptcy protection on Sept.
28, 2015, each estimating their assets and liabilities at between
$1 million and $10 million.  The petitions were signed by Robert W.
Kraft, the authorized individual.

The cases are jointly administered.  Judge Timothy A. Barnes
presides over the cases.

Jeffrey C Dan, Esq., at Crane Heyman Simon Wlch & Clar serves as
the Debtors' bankruptcy counsel.

The Official Committee of Unsecured Creditors appointed in the case
are represented by Elizabeth Vandesteeg, Esq., and Aaron L. Hammer,
Esq., at Sugar Felsenthal Grais & Hammer LLP as counsel. AEG
Partners LLC serves as the Committee's financial advisor.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Joby Hurst, D.M.D., M.S., P.C.
   Bankr. N.D. Ala. Case No. 17-03199
      Chapter 11 Petition filed July 28, 2017
         See http://bankrupt.com/misc/alnb17-03199.pdf
         represented by: C. Taylor Crockett, Esq.
                         C. TAYLOR CROCKETT, P.C.
                         E-mail: taylor@taylorcrockett.com

In re Richard Tigran Kayseryan
   Bankr. C.D. Cal. Case No. 17-19235
      Chapter 11 Petition filed July 28, 2017
         represented by: Michael Jay Berger, Esq.
                      E-mail: michael.berger@bankruptcypower.com

In re Johnny J. Jones
   Bankr. M.D. Ga. Case No. 17-10919
      Chapter 11 Petition filed July 28, 2017
         represented by: Lawton Chad Heard, Jr., Esq.
                         E-mail: lheard2000@gmail.com

In re Anthony G. Garcia
   Bankr. D. Md. Case No. 17-20217
      Chapter 11 Petition filed July 28, 2017
         represented by: Jeffrey M. Sirody, Esq.
                         JEFFREY M. SIRODY AND ASSOCIATES, P.A.
                         E-mail: smeyers5@hotmail.com

In re Divya R. Patel
   Bankr. D.N.J. Case No. 17-25230
      Chapter 11 Petition filed July 28, 2017
         represented by: David L. Stevens, Esq.
                         SCURA, WIGFIELD, HEYER & STEVENS
                         E-mail: dstevens@scuramealey.com

In re Boris Khinkis
   Bankr. D.N.J. Case No. 17-25289
      Chapter 11 Petition filed July 28, 2017
         represented by: David L. Stevens, Esq.
                         SCURA, WIGFIELD, HEYER & STEVENS
                         E-mail: dstevens@scuramealey.com

In re Jill D. Fenchel
   Bankr. D. Nev. Case No. 17-14091
      Chapter 11 Petition filed July 28, 2017
         represented by: Michael J. Harker, Esq.
                         E-mail: notices@harkerlawfirm.com

In re Running "M" Ranch Trust
   Bankr. E.D. Okla. Case No. 17-80831
      Chapter 11 Petition filed July 28, 2017
         See http://bankrupt.com/misc/okeb17-80831.pdf
         represented by: Karen Carden Walsh, Esq.
                         RIGGS ABNEY NEAL ET AL ATTORNEYS
                         E-mail: kwalshattorney@riggsabney.com

In re Byron Joseph Wysocki
   Bankr. D. Ore. Case No. 17-32854
      Chapter 11 Petition filed July 28, 2017
         represented by: Joseph A. Field, Esq.
                         E-mail: joe@fieldjerger.com

In re Gregory N. Laurence and Elizabeth W. Laurence
   Bankr. W.D. Tenn. Case No. 17-26568
      Chapter 11 Petition filed July 28, 2017
         represented by: Claire D. Reno, Esq.
                         THE RENO LAW OFFICES
                         E-mail: bkmail@renofirm.com

In re James W. Arrigan
   Bankr. N.D. Tex. Case No. 17-43071
      Chapter 11 Petition filed July 28, 2017
         represented by: Craig Douglas Davis, Esq.
                         DAVIS, ERMIS & ROBERTS, P.C.
                         E-mail: davisdavisandroberts@yahoo.com

In re Carugati Construction, LLC
   Bankr. S.D. Tex. Case No. 17-34563
      Chapter 11 Petition filed July 28, 2017
         See http://bankrupt.com/misc/txsb17-34563.pdf
         represented by: Larry A. Vick, Esq.
                         E-mail: lv@larryvick.com

In re 4200-02 Chester Associates, LLC
   Bankr. E.D. Pa. Case No. 17-15134
      Chapter 11 Petition filed July 30, 2017
         See http://bankrupt.com/misc/paeb17-15134.pdf
         represented by: James J. O'Connell, Esq.
                         E-mail: jamesjoconnell@verizon.net

In re Harvey Harrington, III and Debra H Harrington
   Bankr. E.D. Ark. Case No. 17-14177
      Chapter 11 Petition filed July 31, 2017
         represented by: Lyndsey D. Dilks, Esq.
                         DILKS LAW FIRM
                         E-mail: ldilks@dilkslawfirm.com

In re Herbert Simmons
   Bankr. C.D. Cal. Case No. 17-12030
      Chapter 11 Petition filed July 31, 2017
         represented by: Kevin Tang, Esq.
                         TANG & ASSOCIATES
                         E-mail: tangkevin911@gmail.com

In re Sarina Dawn Bryson
   Bankr. E.D. Cal. Case No. 17-25004
      Chapter 11 Petition filed July 31, 2017
         represented by: Mikalah R. Liviakis, Esq.

In re South Texas Materials LLC
   Bankr. D. Conn. Case No. 17-50935
      Chapter 11 Petition filed July 31, 2017
         See http://bankrupt.com/misc/ctb17-50935.pdf
         represented by: Scott M. Charmoy, Esq.
                         CHARMOY & CHARMOY
                         E-mail: scottcharmoy@charmoy.com

In re Hai Capital LLC
   Bankr. S.D. Fla. Case No. 17-19774
      Chapter 11 Petition filed July 31, 2017
         See http://bankrupt.com/misc/flsb17-19774.pdf
         represented by: William J. Maguire, Esq.
                         MAGUIRE LAW CHARTERED
                         E-mail: william@maguire-law.com

In re KDM Construction and Development, LLC
   Bankr. N.D. Ga. Case No. 17-41820
      Chapter 11 Petition filed July 31, 2017
         See http://bankrupt.com/misc/ganb17-41820.pdf
         Filed Pro Se

In re Global Empowerment Ministries, Inc.
   Bankr. N.D. Ga. Case No. 17-63234
      Chapter 11 Petition filed July 31, 2017
         See http://bankrupt.com/misc/ganb17-63234.pdf
         represented by: Leslie M. Pineyro, Esq.
                         JONES AND WALDEN, LLC
                         E-mail: lpineyro@joneswalden.com

In re Bostick Construction, LLC
   Bankr. N.D. Miss. Case No. 17-12814
      Chapter 11 Petition filed July 31, 2017
         See http://bankrupt.com/misc/msnb17-12814.pdf
         represented by: Jarret P. Nichols, Esq.
                         LAW OFFICES OF CRAIG M. GENO, PLLC
                         E-mail: jnichols@cmgenolaw.com

In re S.A. Logistic Inc.
   Bankr. E.D. Pa. Case No. 17-15152
      Chapter 11 Petition filed July 31, 2017
         See http://bankrupt.com/misc/paeb17-15152.pdf
         represented by: Julius E. Crawford, Esq.
                         LAW OFFICE OF JULIUS E. CRAWFORD
                         E-mail: Jcrawfordesq@comcast.net

In re Netwest, Inc.
   Bankr. N.D. Tex. Case No. 17-43103
      Chapter 11 Petition filed July 31, 2017
         See http://bankrupt.com/misc/txnb17-43103.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re Beer Nation, Inc.
   Bankr. S.D. Tex. Case No. 17-34707
      Chapter 11 Petition filed July 31, 2017
         See http://bankrupt.com/misc/txsb17-34707.pdf
         represented by: H. Joseph Acosta, Esq.
                         FISHERBROYLES, LLP
                         E-mail: joseph.acosta@fisherbroyles.com

In re Paula Terry Douglass
   Bankr. S.D. Tex. Case No. 17-34716
      Chapter 11 Petition filed July 31, 2017
         represented by: Ronald J Sommers, Esq.
                         NATHAN SOMMERS JACOBS
                         E-mail: efilers@nathansommers.com

In re DB2017, LLC
   Bankr. W.D. Tex. Case No. 17-60592
      Chapter 11 Petition filed July 31, 2017
         See http://bankrupt.com/misc/txwb17-60592.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS P.C.
                         E-mail: eric@ealpc.com

In re Winston O'Mally
   Bankr. C.D. Cal. Case No. 17-19369
      Chapter 11 Petition filed August 1, 2017
         File Pro Se

In re William B Stanwix-Hay, Jr.
   Bankr. M.D. Fla. Case No. 17-02827
      Chapter 11 Petition filed August 1, 2017
         represented by: Thomas C. Adam, Esq.
                         ADAM LAW GROUP, P.A.
                         E-mail: tadam@adamlawgroup.com

In re Osmin A. Morales and Monica Morales
   Bankr. S.D. Fla. Case No. 17-19826
      Chapter 11 Petition filed August 1, 2017
         represented by: Chad T. Van Horn, Esq.
                         E-mail: Chad@cvhlawgroup.com

In re CEE Hotel Management LLC
   Bankr. M.D. Ga. Case No. 17-51642
      Chapter 11 Petition filed August 1, 2017
         See http://bankrupt.com/misc/gamb17-51462.pdf
         represented by: Joel A.J. Callins, Esq.
                         THE CALLINS LAW FIRM, LLC
                         E-mail: jcallins@callins.com

In re Sherrance Henderson
   Bankr. N.D. Ga. Case No. 17-63452
      Chapter 11 Petition filed August 1, 2017
         represented by: Matthew J. Tokajer, Esq.
                         JONES & WALDEN, LLC
                         E-mail: mtokajer@joneswalden.com

In re Carl Edward Carr
   Bankr. N.D. Ga. Case No. 17-63517
      Chapter 11 Petition filed August 1, 2017
         represented by: Cameron M. McCord, Esq.
                         JONES & WALDEN, LLC
                         E-mail: cmccord@joneswalden.com

In re Delia Malqui
   Bankr. D. Mass. Case No. 17-12872
      Chapter 11 Petition filed August 1, 2017
         represented by: Michael Van Dam, Esq.
                         VAN DAM LAW LLP
                         E-mail: mvandam@vandamlawllp.com

In re Irvin Bernard Krukenkamp and June Elaine Krukenkamp
   Bankr. D. Maine Case No. 17-20412
      Chapter 11 Petition filed August 1, 2017
         represented by: Lee Anne Graybeal, Esq.
                         E-mail: leeanne@graybeallaw.com

In re RDL, LLC
   Bankr. D.N.J. Case No. 17-25573
      Chapter 11 Petition filed August 1, 2017
         See http://bankrupt.com/misc/njb17-25573.pdf
         represented by: John P. Di Iorio, Esq.
                         SHAPIRO CROLAND REISER APFEL & DI IORIO
                         E-mail: jdiiorio@shapiro-croland.com

In re William Joseph Natale
   Bankr. D.N.J. Case No. 17-25636
      Chapter 11 Petition filed August 1, 2017
         represented by: Anthony Sodono, III, Esq.
                     TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
                         E-mail: asodono@trenklawfirm.com

In re Richard Herman and Alyssa Navallo
   Bankr. D. Nev. Case No. 17-14193
      Chapter 11 Petition filed August 1, 2017
         represented by: Corey B. Beck, Esq.
                         E-mail: becksbk@yahoo.com

In re Yury Bangiev
   Bankr. E.D.N.Y. Case No. 17-44013
      Chapter 11 Petition filed August 1, 2017
         represented by: Alla Kachan, Esq.
                         E-mail: alla@kachanlaw.com

In re JUAN RUIZ VALENTIN
   Bankr. D.P.R. Case No. 17-05434
      Chapter 11 Petition filed August 1, 2017
         represented by: Luis E Correa Gutierrez, Esq.
                         CORREA BUSINESS CONSULTING GROUP, LLC
                         E-mail: lcorrea@correalawoffice.com

In re Victor Soto Concepcion
   Bankr. D.P.R. Case No. 17-05447
      Chapter 11 Petition filed August 1, 2017
         Filed Pro Se

In re Rio Banco, LLC
   Bankr. S.D. Tex. Case No. 17-10290
      Chapter 11 Petition filed August 1, 2017
         See http://bankrupt.com/misc/txsb17-10290.pdf
         represented by: Enrique J Solana, Esq.
                         LAW OFFICE OF ENRIQUE J SOLANA, PLLC
                         E-mail: enrique@solanapllc.com

In re Jun Qin, Hau Yin Mak and Pui Sze Chan
   Bankr. N.D. Cal. Case No. 17-51840
      Chapter 11 Petition filed August 1, 2017
         See http://bankrupt.com/misc/canb17-51840.pdf
         represented by: Robert A. Franklin, Esq.
                         DORSEY AND WHITNEY LLP
                         E-mail: Franklin.Robert@Dorsey.com

In re The Verde Portal LLC
   Bankr. D. Ariz. Case No. 17-08921
      Chapter 11 Petition filed August 2, 2017
         Filed Pro Se

In re Double D Fitness Company
   Bankr. N.D. Fla. Case No. 17-50242
      Chapter 11 Petition filed August 2, 2017
         See http://bankrupt.com/misc/flnb17-50242.pdf
         represented by: Robert C. Bruner, Esq.
                         E-mail: RobertCBruner@hotmail.com

In re Josephine Jean-Pierre
   Bankr. E.D.N.Y. Case No. 17-44037
      Chapter 11 Petition filed August 2, 2017
         represented by: Clover M. Barrett, Esq.
                         CLOVER BARRETT & ASSOCIATES, P.C.
                         E-mail: cbarrettpc@aol.com

In re Optimal Health Chiropractic Center
   Bankr. M.D. Tenn. Case No. 17-05242
      Chapter 11 Petition filed August 2, 2017
         See http://bankrupt.com/misc/tnmb17-05242.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Barton Food Mart, Inc.
   Bankr. W.D. Tex. Case No. 17-10963
      Chapter 11 Petition filed August 2, 2017
         See http://bankrupt.com/misc/txwb17-10963.pdf
         represented by: Stephen W. Sather, Esq.
                         BARRON & NEWBURGER, P.C.
                         E-mail: ssather@bn-lawyers.com

In re Ivan Rene Moore
   Bankr. C.D. Cal. Case No. 17-12071
      Chapter 11 Petition filed August 3, 2017
         Filed Pro Se

In re Sau Van Lam
   Bankr. C.D. Cal. Case No. 17-19551
      Chapter 11 Petition filed August 3, 2017
         represented by: Michael R. Totaro, Esq.
                         TOTARO & SHANAHAN
                         E-mail: Ocbkatty@aol.com

In re Orange Park Dental Professionals, P.A.
   Bankr. M.D. Fla. Case No. 17-02849
      Chapter 11 Petition filed August 3, 2017
         See http://bankrupt.com/misc/flmb17-02849.pdf
         represented by: Jason A. Burgess, Esq.
                         THE LAW OFFICES OF JASON A. BURGESS, LLC
                         E-mail: jason@jasonaburgess.com

In re Thomas Michael Priano
   Bankr. S.D. Fla. Case No. 17-19923
      Chapter 11 Petition filed August 3, 2017
         represented by: Jon Polenberg, Esq.
                         E-mail: jpolenberg@bplegal.com

In re Millern Prince Jarrett-Thorpe and
      Cynthia Oremi Jarrett-Thorpe
   Bankr. N.D. Ga. Case No. 17-63674
      Chapter 11 Petition filed August 3, 2017
         represented by: Will B. Geer, Esq.
                         LAW OFFICE OF WILL B. GEER, LLC
                         E-mail: willgeer@willgeerlaw.com

In re Janey Tang Ho
   Bankr. D. Hawaii Case No. 17-00776
      Chapter 11 Petition filed August 3, 2017
         represented by: Harrison P. Chung, Esq.
                         LAW OFFICE OF HARRISON P. CHUNG
                         E-mail: hpchawaii@msn.com

In re Robert D. Bleza
   Bankr. N.D. Ind. Case No. 17-22229
      Chapter 11 Petition filed August 3, 2017
         represented by: Gordon E. Gouveia, Esq.
                         E-mail: geglaw@gouveia.comcastbiz.net

In re Laura J. Barry
   Bankr. D. Mass. Case No. 17-12898
      Chapter 11 Petition filed August 3, 2017
         represented by: Scott C. Hubbell, Esq.
                         HUBBELL LAW
                         E-mail: scott.hubbell@hubbell-law.com

In re Scott L. Ressler
   Bankr. D.N.J. Case No. 17-25753
      Chapter 11 Petition filed August 3, 2017
         represented by: David L. Stevens, Esq.
                         SCURA, WIGFIELD, HEYER & STEVENS
                         E-mail: dstevens@scuramealey.com

In re The Mall Salon LLC
   Bankr. D.N.J. Case No. 17-25817
      Chapter 11 Petition filed August 3, 2017
         See http://bankrupt.com/misc/njb17-25817.pdf
         represented by: Raymond C. Osterbye, Esq.
                         LEGAL SERVICE CENTER LLC
                         E-mail: rosterbye@legalservicecenter.org

In re MSAMN Corp.
   Bankr. W.D. Pa. Case No. 17-23126
      Chapter 11 Petition filed August 3, 2017
         See http://bankrupt.com/misc/pawb17-23126.pdf
         See http://bankrupt.com/misc/pawb17-23126_Creditors.pdf
         represented by: Jeffrey T. Morris, Esq.
                         ELLIOTT & DAVIS PC
                         E-mail: morris@elliott-davis.com

In re Rasoul Aghadavoudi
   Bankr. S.D. Ala. Case No. 17-02923
      Chapter 11 Petition filed August 4, 2017
         represented by: Irvin Grodsky, Esq.
                         E-mail: igpc@irvingrodskypc.com

In re Studio Twentyeight, Inc.
   Bankr. M.D. Fla. Case No. 17-06911
      Chapter 11 Petition filed August 4, 2017
         See http://bankrupt.com/misc/flmb17-06911.pdf
         represented by: Mark F. Robens, Esq.
                         STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
                         E-mail: mrobens.ecf@srbp.com

In re Jill Barbara Byers
   Bankr. S.D. Fla. Case No. 17-19955
      Chapter 11 Petition filed August 4, 2017
         Filed Pro Se

In re Robert W. Steele, II
   Bankr. E.D.N.C. Case No. 17-03844
      Chapter 11 Petition filed August 4, 2017
         represented by: Trawick H Stubbs, Jr., Esq.
                         STUBBS & PERDUE, P.A.
                         E-mail: efile@stubbsperdue.com

In re Felix Wu and Dorothea Wu
   Bankr. S.D.N.Y. Case No. 17-12181
      Chapter 11 Petition filed August 4, 2017
         represented by: Lawrence Morrison, Esq.
                         E-mail: lmorrison@m-t-law.com

In re Kevin Dale Doty
   Bankr. S.D. Tex. Case No. 17-50160
      Chapter 11 Petition filed August 4, 2017
         represented by: William B. Kingman, Esq.
                         E-mail: bkingman@kingmanlaw.com

In re Alfonso T Rodriguez
   Bankr. N.D. Cal. Case No. 17-30765
      Chapter 11 Petition filed August 4, 2017
         represented by: William F. McLaughlin, Esq.
                         LAW OFFICES OF WILLIAM F. MCLAUGHLIN
                         E-mail: mcl551@aol.com

In re Kenneth Norton
   Bankr. D. Mass. Case No. 17-12913
      Chapter 11 Petition filed August 5, 2017
         represented by: David G. Baker, Esq.
                         E-mail: david@bostonbankruptcy.org


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Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

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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
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

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