TCR_Public/171016.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, October 16, 2017, Vol. 21, No. 288

                            Headlines

1657 LLC: Maeng & Bae Buying Bellevue Property for $653K
4 C'S RENTALS: Taps LaMonica Herbst as Legal Counsel
4356 92ND AVE: Case Summary & 6 Unsecured Creditors
47 HOPS: Committee Taps Cairncross as Legal Counsel
ABACUS INVESTMENT: Taps Douglas J. Burns as Accountant

ACCESS CIG: S&P Affirms 'B' CCR on Organic Growth, Outlook Stable
ALLEN CONSTRUCTION: Proposes to Use Cash for October 2017 Expenses
ALLIANCE ONE: Moody's Lowers Rating on First Lien Notes to B2
ALLY FINANCIAL: Declares Dividend on Common Stock
ALUMINUM EXTRUSIONS: Sale of 2014 Kenworth T370 Truck for $32K OK'd

AMERICAN DENTAL: Wants to Use of Cash Collateral Until March 2018
APP HOLDINGS: S&P Affirms Then Withdraws 'B' CCR
ATHERTON BAPTIST: Fitch Affirms BB Rating on 2016 $31MM Bonds
BAIA LLC: Sale of Mt. Airy Property to Yewell for $9.5M Approved
BALLANTRAE LLC: May Use Cash Collateral for 90 Days

BILLNAT CORP: Sav-On Drugs in Chapter 11 to Sell to CVS for $13M
BILLNAT CORPORATION: Voluntary Chapter 11 Case Summary
BREITBURN ENERGY: White & Case Represents Unsecured Noteholders
CAMBER ENERGY: Hires Marketing & Investor Relations Consultants
CAMBER ENERGY: Receives Another Noncompliance Notice from NYSE

CAMBER ENERGY: Two Directors Tender Resignations
CAMPBELLTON-GRACEVILLE: Committee Seeks to Hire IT Specialist
CARECORE NATIONAL: Moody's Puts B2 CFR on Review for Upgrade
CARNELL RODGERS: Licon & Soria Buying Sylmar Property for $500K
CASHMAN EQPT: Oct. 23 Evidentiary Hearing on Sale of Vessels

CATASYS INC: Chris Shirley Named CFO
CCO HOLDING: Fitch Rates Proposed Sr. Unsecured Notes BB+/RR4
CENTRAL GROCERS: Sale of Two Hammond Properties for $1.85M Approved
CHEMOURS COMPANY: Moody's Hikes CFR to Ba2; Outlook Stable
CJ MICHEL INDUSTRIAL: Has Interim Approval to Use Cash Collateral

COBALT INTERNATIONAL: Falls Short of NYSE's Market Cap Rule
COMSTOCK RESOURCES: Expands Joint Development Venture With USG
CONCORDIA INTERNATIONAL: Products Part of UK CMA Probe
CONSOLIDATED POULTRY: Taps Craig & Lofton as Legal Counsel
CORECIVIC INC: Fitch Assigns BB+ Unsecured Notes Rating

CORECIVIC INC: S&P Rates New $250MM Unsecured Notes 'BB'
CTI BIOPHARMA: 8 Directors Elected by Shareholders
D.A.Y. INVESTMENTS: Taps Renee Babcoke as Legal Counsel
DALTON OUTDOOR: Wants Interim Use of Cash for October 2017 Expenses
DAVID FAIRWEATHER: Trustee Proposes Revere Bank Stocks Private Sale

DELCATH SYSTEMS: Files Prospectus for Units Offering
DELCATH SYSTEMS: Will Swap Notes for Warrants & Redeem Pref. Shares
DONALD SZYMIK: Voelker Buying Sioux Falls Property for $192K
DUNCANLITE LABORATORY: Voluntary Chapter 11 Case Summary
DURAFIBER TECHNOLOGIES: Files Chapter 7 Petition

EDP GROUP: Case Summary & 16 Largest Unsecured Creditors
ELECTRONIC SERVICE: May Use Cash Collateral Until Dec. 22
ELO TOUCH: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
ELO TOUCH: S&P Assigns 'B+' Corp Credit Rating, Outlook Stable
ESPLANADE HL: Sale of Algonquin Property for $180K Approved

EVERGREEN ACQCO: Moody's Lowers CFR to Caa2; Outlook Negative
FAIRMOUNT SANTROL: Fitch Affirms B- Long-Term IDR; Outlook Stable
FAIRMOUNT SANTROL: S&P Rates New $700MM Sr. Sec. Term Loan B 'B-'
FINTUBE LLC: Byron & Cincinnati Industl. Buying Equipment for $415K
FIRST CAPITAL: Asks Court to Authorize Cash Collateral Use

FOCUS LEARNING: Fitch Assigns 'D' Issuer Default Rating
FOSTER ENTERPRISES: Taps Dykema Gossett as Legal Counsel
FREEDOM HOLDING: Awards 4.26M Shares to 18 Employees
GABRIELE JASPER: Taps Guarino & Co. as Legal Counsel
GALATIANS ENTERPRISES: Tri-State Bank Seeks to Bar Cash Use

GARLAND FIDELITY: Oct. 30 Plan Confirmation Hearing
GASTAR EXPLORATION: Updates Q3 & Full Year 2017 Production Guidance
GREEN TERRACE: Trustee Taps Furr & Cohen as Legal Counsel
GREENHUNTER RESOURCES: Plan Declared Effective on Oct. 2
HARRINGTON & KING: Inland Bank Buying All Assets for $4M Credit Bid

HAWKERS REALTY: Authorized to Use Cash Collateral on Interim Basis
HELIOS AND MATHESON: Inks Consulting Agreement With Director
HELIOS AND MATHESON: Satisfies MoviePass Deal Financing Condition
HERMAN TALMADGE: Trustee Wants to Harvest & Sell Henry Cty. Timber
HOMEROOMS INC: Taps Weinstein & St. Germain as Legal Counsel

IDEAL DIAMOND: Case Summary & 20 Largest Unsecured Creditors
IMMACULATA UNIVERSITY: Fitch Rates $37.5MM Revenue Bonds 'BB'
ISIGN SOLUTIONS: Mike Engmann Appointed as President & COO
JASON MAZZEI: 221 Chestnut Buying Meadville Property for $100K
JASON MAZZEI: Van Ho Buying Wilkes-Barre Property for $19K

JOEL ELLIOTT: Grabenstein Buying San Francisco Property for $2.6M
KELLY GRAINGER: Selling 2007 Mercedes S-550 for $4.5K
KISSNER HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' CCR
KIWA BIO-TECH: Board Conducts Review of 2017 Financials
KIWA BIO-TECH: Hires Friedman to Replace DYH & Co. as Auditors

KLX INC: S&P Affirms 'B+' CCR & Revises Outlook to Positive
LINTON SHAFER: Taps McNamee Hosea as Legal Counsel
MARKS FAMILY: Proposes an Auction of All Trucks, Trailers & Cranes
MAYACAMAS HOLDINGS: PRC Trustee Taps Bachecki Crom as Accountant
MICRON TECHNOLOGY: S&P Affirms 'BB' CCR on Reduced Debt

NAVIDEA BIOPHARMACEUTICALS: Pays Ex-CEO $618K Arbitration Award
NET ELEMENT: CEO Firer Hikes Stake to 10.5% as of Oct. 3
NEWBERRY BAKERS: Case Summary & 20 Largest Unsecured Creditors
NORTHERN OIL: Counsel Says Issuance of 3M Shares Duly Authorized
OAK CLIFF DENTAL: Seeks Authorization to Use Cash Collateral

OYSTER COMPANY: HSPL Asks Court to Deny Approval of Disclosures
PACIFIC ALLIANCE: Case Summary & 4 Unsecured Creditors
PADCO PRESSURE: Trustee Seeks to Hire Own Firm as Legal Counsel
PFS HOLDING: Moody's Lowers CFR to Caa1; Outlook Negative
RADIAL I LP: S&P Affirms Then Withdraws 'B' Corp Credit Rating

RADIOLOGY SUPPORT: May Use Cash Collateral Through Jan. 31
RENNOVA HEALTH: Increases Size of Board to Six Directors
RENX GROUP: Seeks Approval on Preliminary Use of Cash Collateral
REVOLUTION ALUMINUM: Trustee Taps Stewart Robbins as Legal Counsel
ROBERT TAYLOR: Catahoula Holding Buying Bank Stock for $65K

ROBERT TAYLOR: Father Buying Cattle Farm Equipment for $60K
ROCKY MOUNTAIN: Incurs $9.27 Million Net Loss in Fiscal 2017
ROSETTA GENOMICS: Raises $2 Million from Private Placement
S & E HOLDINGS: Voluntary Chapter 11 Case Summary
SABLE NATURAL: Seeks Exclusivity Extn. to Allow Plan Negotiations

SAMUEL EVANS WYLY: Casa B3905 Buying Dallas Property for $9.4M
SHEET METAL AIR: Has Final Permission to Use Cash Collateral
SL GREEN: Fitch Assigns 'BB' Perpetual Preferred Stock Rating
SNOWBALL TAXI: Taps Trenk DiPasquale as Legal Counsel
SOUTHERN REDI-MIX: Voluntary Chapter 11 Case Summary

SPEED LUBE: Sale of Five Properties for $1.1 Million Approved
SPIRAL HOLDINGS: S&P Lowers CCR to 'B-' Then Withdraws Rating
STAGEARTZ LIMITED: Seeks Conditional Approval of Disclosures
STAPLES INC: S&P Lowers Senior Unsecured Notes Rating to 'B-'
STEMTECH INT'L: Can Continue Using Cash Collateral Through Jan. 15

STEVEN LEYDIG: Selling Interest in Cumberland Property for $210K
STRATITUDE INC: Case Summary & 20 Largest Unsecured Creditors
SUSQUEHANNA AREA: Fitch Affirms BB+ Rating on $147MM Airport Bonds
TSAWD HOLDINGS: Bradford Buying Fresh & Easy Claim for $77K
UNIVAR INC: Moody's Hikes B1 Corporate Family Rating

UPPER CUTS: Case Summary & 8 Unsecured Creditors
VERACRUZ INVESTMENTS: Peachtree Buying Norcross Property for $3.8M
WENATCHEE CITY: Moody's Hikes 2007 LTGO Bonds Rating From Ba1
WILMA SENEVIRATNE: RAC Buying Los Angeles Property for $1.6 Million
WIRECO WORLDGROUP: Moody's Lowers CFR to Caa1; Outlook Stable

WTE S&S AG: Can Continue Using Cash Collateral Through Dec. 31
XPLORNET COMMUNICATIONS: Moody's Affirms B3 Corp. Family Rating
XS RANCH FUND: Taps Rimon PC as Special Counsel
YELLOW PAGES: S&P Rates Proposed C$310MM Secured Notes 'B+'
[*] Alexis Leventhal Joins Cohen & Grigsby's Bankruptcy Group

[*] Bingham Greenebaum's James Irving Bags ABI 40 Under 40 Award
[*] Moody's: Global Spec.-Grade Default Rate Down in September
[*] S&P Affirms Ratings on 4 Federal Prison Project Rev Bond Issues
[^] BOND PRICING: For the Week Ended October 9 to 13, 2017

                            *********

1657 LLC: Maeng & Bae Buying Bellevue Property for $653K
--------------------------------------------------------
1657, LLC, asks the U.S. Bankruptcy Court for the District of
Washington to authorize the sale of the the single family residence
at 1657 151st Ave. SE, Bellevue, Washington, King County tax parcel
#7374600100, to SungGon Maeng and Jinsun Bae for $653,000.

A hearing on the Motion is set for Nov. 2, 2017 at 9:30 a.m.  The
objection deadline is Oct. 26, 2017.

Among the assets of the estate is the Property.  The Property is
legally described as Lot 10, Block 1, Robinsdale, Addition, Vol. 62
of Plats, pages 87 and 88, King County, Washington.

The sole lien against the Property is held by Veristone Fund I, LLC
which in a recent filing with the Court estimated the balance due
on its claim at $404,000.  The sale proceeds after customary costs
of sale will be sufficient to pay in full the Veristone deed of
trust.  

1657 listed the Property for sale on the Puget Sound Multiple
Listing Service and received competing offers.  1657 selected and
accepted the Buyers' offer because it had the combination of
highest price and fewest contingencies.  

1657 has entered into a Residential Real Estate Purchase and Sale
Agreement.  1657 proposes to sell the Property to the Buyers for
the price of $653,000.  The earnest money is $30,000.  The parties
expect to close the sale on Nov. 10, 2017 or sooner.

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

     http://bankrupt.com/misc/1657_LLC_37_Sales.pdf

To the best of 1657's knowledge, the Buyers are good faith buyers
within the meaning of 11 USC Section 363(m) and the sale price is a
fair price for the property in light of current market conditions
and realtor recommendations.

The Debtor proposes to pay at closing a 6% real estate commission
on the sale price, with such commission to be divided between
Windermere Real Estate and David Eastern, its authorized real
estate broker, and Kay Jun and Skyline Properties, the selling
agent, who were involved with the transaction, as is the custom and
practice in this area.  It also proposes to pay any unpaid real
estate taxes prorated to closing date, lienable utility charges and
other customary closing costs from the sale proceeds.  1657 asks
authority to sign any and all documents reasonably necessary to
complete the sale.

1657 asks that the Court waives the 14-day stay under BR 6004(h) so
that it can proceed to close sale of the Property without further
delay.

                        About 1657 LLC

1657 LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 17-13110) on July 13, 2017, disclosing
under $1 million in both assets and liabilities.  The Debtor hired
James E. Dickmeyer, PC, as counsel.


4 C'S RENTALS: Taps LaMonica Herbst as Legal Counsel
----------------------------------------------------
4 C's Rentals Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to employ LaMonica Herbst & Maniscalco, LLP to,
among other things, give legal advice regarding its duties under
the Bankruptcy Code, and assist in the preparation and
implementation of a plan of reorganization.

The firm's hourly rates are:

     Paraprofessionals     $175
     Associates            $415
     Partners              $595

LaMonica received a $15,000 retainer exclusive of the filing fee of
$1,717.

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

The firm can be reached through:

     Joseph S. Maniscalco, Esq.
     LaMonica Herbst & Maniscalco, LLP
     3305 Jerusalem Avenue
     Wantagh, NY 11793
     Phone: (516) 826-6500

                     About 4 C's Rentals Inc.

4 C's Rentals, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 17-75728) on September 19, 2017, disclosing less
than $1 million in both assets and liabilities.  Judge Robert E.
Grossman presides over the case.


4356 92ND AVE: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: 4356 92nd Ave, LLC
        4356 92nd Avenue SE
        Mercer Island, WA 98040

Type of Business: Single Asset Real Estate (as defined in 11
                  U.S.C. Section 101(51B))

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

Case No.: 17-14511

Chapter 11 Petition Date: October 13, 2017

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Timothy W. Dore

Debtor's Counsel: Barry W Davidson, Esq.
                  DAVIDSON BACKMAN MEDEIROS PLLC
                  1550 Bank of America Financial Center
                  601 W Riverside Ave Ste 1550
                  Spokane, WA 99201
                  Tel: 509-624-4600
                  E-mail: bdavidson@dbm-law.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Patrick A. Price, member and authorized
representative.

A full-text copy of the petition, along with a list of six
unsecured creditors, is available for free at
http://bankrupt.com/misc/wawb17-14511.pdf


47 HOPS: Committee Taps Cairncross as Legal Counsel
---------------------------------------------------
The official committee of unsecured creditors of 47 Hops LLC seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
Washington to hire legal counsel.

The committee proposes to employ Cairncross & Hempelmann, P.S. to,
among other things, give legal advice regarding its duties under
the Bankruptcy Code and assist in any investigation of the Debtor's
financial condition, business operation and other matters relevant
to the formulation of a plan of reorganization.

The firm's hourly rates range from $360 to $600 for attorneys.

Cairncross does not hold or represent any interest adverse to the
Debtor's estate, according to court filings.

The firm can be reached through:

     John R. Rizzardi, Esq.
     Cairncross & Hempelmann, P.S.
     524 Second Ave., Suite 500
     Seattle, WA 98104-2323
     Phone: (206) 587-0700

                        About 47 Hops LLC

Based in Yakima, Washington, 47 Hops LLC -- https://47hops.com/ --
sells aroma and alpha hops to breweries in 38 countries around the
world.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Wash. Case No. 17-02440) on August 11, 2017.
Douglas MacKinnon, its president, signed the petition.

At the time of the filing, the Debtor disclosed $4.3 million in
assets and $7.45 million in liabilities.

Judge Frank L. Kurtz presides over the case.  The Debtor hired
Algeria & Company, PS as its accountant.

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


ABACUS INVESTMENT: Taps Douglas J. Burns as Accountant
------------------------------------------------------
Abacus Investment Group, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire an
accountant.

The Debtor proposes to employ Douglas J. Burns P.A. to prepare its
tax returns and monthly operating reports and provide other
accounting services.

The firm will receive a flat fee of $200 for the initial set-up of
the Debtor's monthly operating reports and a monthly fee of $150
for the preparation of those reports.

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

Douglas J. Burns maintains an office at:

     Douglas J. Burns P.A.
     2559 Nursery Rd Ste A
     Clearwater, FL 33764 - Pinellas County
     Phone: (727) 725-2553

               About Abacus Investment Group Inc.

Based in Auburn, California, Abacus Investment Group, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Fla. Case No. 17-05422) on June 22, 2017.  Herb Miller, its
president, signed the petition.

At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.  Its principal assets are located at 441 Lucerne
Avenue, Tampa, Florida.

Joel S. Treuhaft, Esq., at Palm Harbor Law Group, P.A., serves as
the Debtor's bankruptcy counsel.


ACCESS CIG: S&P Affirms 'B' CCR on Organic Growth, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Livermore, Calif.-based Access CIG LLC. The rating outlook is
stable.

S&P said, "At the same time, we affirmed our 'B' issue-level
ratings on the company's $55 million senior secured revolving
credit facility due 2019 and $522 million ($511 million
outstanding) senior secured first-lien loan due 2021. The '3'
recovery ratings are unchanged, indicating our expectation for
meaningful recovery (50%-70%; rounded estimate: 65%) of principal
for debtholders in the event of a default.

"We also affirmed our 'CCC+' issue-level rating on the company's
$252 million senior secured second-lien loan. The '6' recovery
rating is unchanged, indicating our expectation for negligible
recovery (0%-10%; rounded estimate: 0%) of principal for
debtholders in the event of a default.

"Our ratings on Access reflect its ongoing expansion across U.S and
into different geographies, primarily Latin America, and its
development of its digital service offerings. Although the company
is still limited in size and scale, it is the clear leader in the
small and midsize records and information management industry it
operates in. This industry benefits from low customer turnover,
high switching costs, and long-term storage contracts that provide
stable and recurring revenue. But its barriers to entry is very
low, and it is very fragmented and generally dominated by smaller
competitors. As a result, there is heightened risk of competitors
with greater size and scale than Access (those that primarily focus
on enterprise customers) competing more intensely for small to
midsize customers and creating an even more competitive market.
The stable rating outlook reflects our view that the company will
continue to achieve low- to mid-single-digit percentage organic
revenue growth and relatively stable EBITDA margins on a sustained
basis, while leverage remains above 5x.

"We could lower the corporate credit rating if the company begins
to experience declines in its revenues and EBITDA because of
faster-than-expected migration to digital storage or increased
competition. A downgrade could also occur if the company changes
its financial policy regarding shareholder distributions or if
leverage remains above 7x and FOCF to debt is below 3% on a
sustained basis.

"Although unlikely over the next 12 months, we could raise the
rating if we conclude that Access' leverage will decline below 5x.
This could occur if the company's organic revenue increases at a
mid-single-digit percentage rate and if it generates meaningful
cash flow. We would also expect the company to moderate the pace of
acquisitions and to fund acquisitions with minimal additional
debt."


ALLEN CONSTRUCTION: Proposes to Use Cash for October 2017 Expenses
------------------------------------------------------------------
Allen Construction International, LLC submits a proposed order with
the U.S. Bankruptcy Court for the District of Connecticut
authorizing the use up to $55,929 of cash collateral on an interim
basis commencing on October 1, 2017 and ending on October, 31, 2017
as set forth in the budget.

The proposed order provides, among other things, that:

     (A) The Debtor may use cash collateral to meet all necessary
business expenses incurred in the ordinary course of its business
and U.S. Trustee's statutory fees.

     (B) The Debtor concedes that Patriot Bank Patriot Bank has a
duly perfected security interest in certain of the Debtor's assets,
including cash collateral associated with its real properties.

     (C) Patriot Bank is granted replacement liens in all
after-acquired property of the Debtor from this property, and that
said liens will be of equal extent and priority to that which
Patriot Bank enjoyed with regard to the said property at the time
the Debtor filed its Chapter 11 petition.

     (D) The Debtor will make adequate protection payments to
Patriot Bank in the amount of $850 per month.

A full-text copy of the Proposed Interim Order, dated October 8,
2017, is available at http://tinyurl.com/y78dagvq

                    About Allen Construction

Based in Milford, Connecticut, Allen Construction International,
LLC, filed a Chapter 11 petition (Bankr. D. Conn. Case No.
17-30134) on Feb. 1, 2017.  In its petition, the Debtor disclosed
$3.64 million in assets and $361.5 thousand in liabilities.  The
petition was signed by Jesse Allen, managing member.

Judge Ann M. Nevins presides over the case.  

The Debtor hired Joseph J. D'Agostino, Jr., LLC, as its bankruptcy
counsel, and Kent Walhberg as its accountant.

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


ALLIANCE ONE: Moody's Lowers Rating on First Lien Notes to B2
-------------------------------------------------------------
Moody's Investors Service affirmed Alliance One International,
Inc.'s Caa1 Corporate Family Rating and Caa1-PD Probability of
Default rating. Moody's also affirmed the Ba3 ABL revolving credit
facility rating and Caa2 second lien note rating. In addition,
Moody's affirmed the company's SGL-4 Speculative Grade Liquidity
Rating. At the same time, Moody's downgraded the rating on the
company's first lien notes to B2 from B1. The rating outlook is
stable.

The first lien note downgrade reflects Moody's reassessment of
recovery prospects for these notes following Alliance One's
increase in obligations that have better recovery prospects in the
event of default. Moody's stated that the first lien note downgrade
does not imply a deterioration in Alliance One's overall credit
quality, but rather a shift in the makeup of the company's debt
capital structure.

Alliance One's committed accounts receivable securitization
facility size was increased to $155 million from $100 million
during the quarter ended June 30, 2017. In Moody's view, the
accounts receivable securitization facility has a claim on assets
that are more desirable compared to the first lien note collateral
because the assets are more liquid. In addition, Alliance One has
sizable uncommitted foreign lines of credit that it relies on to
conduct its foreign operations. While these uncommitted foreign
lines of credit are unsecured, they reside at foreign subsidiaries.
Those foreign subsidiaries hold a majority of Alliance One's assets
and do not provide guarantees on the first lien notes. Therefore,
the uncommitted foreign lines of credit are in a structurally
superior position to the first lien notes. Because of these
factors, there are substantial obligations that are better
positioned than the first lien notes.

Moody's affirmed the following ratings:

- Corporate Family Rating at Caa1

- Probability of Default Rating at Caa1-PD

- $60 million ABL revolving credit facility due 2021 at Ba3
   (LGD 1)

- $720 million second lien notes due 2021 at Caa2 (LGD 4)

- Speculative Grade Liquidity rating at SGL-4

Moody's downgraded the following rating:

- $275 million first lien notes due 2021 to B2 (LGD 2) from B1
   (LGD 2)

The outlook on all ratings is stable.

RATINGS RATIONALE

Alliance One's credit profile is constrained by very high financial
leverage. Moody's expects that debt/EBITDA will fluctuate
seasonally between 8 and 9 times. It is also constrained by weak
liquidity, primarily due to its heavy reliance on uncommitted
financing. The company benefits from its position as one of two
major leaf tobacco merchants, its established relationships with
key cigarette manufacturers, and its global procurement and
processing network.

The stable rating outlook reflects Moody's expectation that
financial leverage will remain high and that liquidity will remain
weak.

Ratings could be downgraded if liquidity weakens, Moody's becomes
concerned about the sustainability of Alliance One's capital
structure, or if there is a deterioration in profitability.

Ratings could be upgraded if debt to EBITDA is below 7.0 times at
the company's fiscal year end, EBITA to interest is sustained above
1.0 times, and liquidity improves.

Alliance One, Headquartered in Morrisville, North Carolina, is a
leaf tobacco merchant. Its principal products include flue-cured,
burley and oriental tobaccos, which are major ingredients in
cigarettes. Revenue for the twelve months ended June 30, 2017 was
approximately $1.7 billion.

The principal methodology used in these ratings was that for the
Global Protein and Agriculture Industry published in June 2017.


ALLY FINANCIAL: Declares Dividend on Common Stock
-------------------------------------------------
The Board of Directors of Ally Financial Inc. declared a quarterly
cash dividend of $0.12 per share of the company's common stock,
payable on Nov. 15, 2017, to shareholders of record on Nov. 1,
2017.

                      About Ally Financial

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

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

Ally reported net income of $1.1 billion for the year ended Dec.
31, 2016, compared to net income of $1.28 billion for the year
ended Dec. 31, 2015.

                          *     *     *

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

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


ALUMINUM EXTRUSIONS: Sale of 2014 Kenworth T370 Truck for $32K OK'd
-------------------------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi authorized Aluminum Extrusions,
Inc.'s sale of 2014 Kenworth T370 truck with 28' foot flatbed, VIN
400607, to Trucks of Little Rock, Inc., for $31,500.

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

The Debtor is authorized to satisfy the indebtedness owed to Paccar
Financial Corp. out of the sale proceeds with the net proceeds of
sale to be retained by the Debtor.  The Debtor is authorized to
execute such papers as may be necessary to effect the sale of the
vehicle.

                   About Aluminum Extrusions

Established in 1993, Aluminum Extrusions, Inc. --
http://aluminumextrusionsinc.com/-- offers services that range
from extrusion, painting, fabrication, packaging and shipping of
aluminum. Its facility is located in Senatobia, Mississippi, and 30
miles south of Memphis, Tennessee.

Aluminum Extrusions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-12693) on July 21,
2017.  John C. King, president, signed the petition.

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

Judge Jason D. Woodard presides over the case.

The Debtor hired Michael P. Coury, Esq., at Glankler Brown, PLLC,
as its legal counsel.  Equity Partners HG, LLC, as financial
consultant.

On Aug. 29, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee has
retained Michael Best & Friedrich LLP as lead counsel; and Milam
Law PA as local counsel.

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


AMERICAN DENTAL: Wants to Use of Cash Collateral Until March 2018
-----------------------------------------------------------------
American Dental Associates, PLLC, asks the U.S. Bankruptcy Court
for the Eastern District of Virginia for authorization on further
use of cash collateral in order to meet its expenses and maintain
the operation of its business.

The Debtor has prepared a budget covering the months of October
2017 through March 2018 which provides total expenses of
approximately $291,303.

As of the Petition Date, Bank of America has a valid secured claim
in the aggregate amount of $121,631, which is secured by a first
priority duly perfected lien in, to and against all assets of the
Debtor that are identified in that certain Security Agreement
incorporated in the Finance Agreement.

Since the Petition Date, Debtor has been using cash collateral with
the informal consent of its secured lender, Bank of America.  The
Debtor believes that Bank of America is the only creditor having an
interest in its cash collateral.

The Debtor proposes to grant Bank of America replacement liens in
the Debtor's post-petition assets, and proceeds of same, to the
same extent, priority and validity as their prepetition liens.  The
Debtor has also agreed to make monthly adequate protection payments
to Bank of America in the amount of $1,732 for the months of
October through December 2017 and $833 for the months of January
through March 2018.

The Debtor argues that without the use of cash collateral, its
operations would be required to terminate, and its employees would
immediately become unemployed. The Debtor asserts that the
continued operation of its business is essential to its
reorganization efforts.

A full-text copy of the Debtor's Motion, filed on Oct. 10, 2017, is
available at http://tinyurl.com/y9xjf85n

                About American Dental Associates

American Dental Associates, PLLC, is a dental practice, with its
principal place of business at 7500 Iron Bar Lane, Suite 201,
Gainesville, VA 20155.

American Dental Associates filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Va. Case No. 17-12155) on June 23, 2017.  The petition
was signed by Steve Pleickhardt, DDS, principal/owner.  At the time
of filing, the Debtor estimated $500,000 to $1 million in assets
and $100,000 to $500,000 in liabilities.

The Debtor is represented by Christopher S. Moffitt, Esq., of the
Law Offices of Christopher S. Moffitt.  The Debtor tapped Scott W.
Miller of Analytic Financial Group, LLC, as chief financial
officer.


APP HOLDINGS: S&P Affirms Then Withdraws 'B' CCR
------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term corporate credit
rating on APP Holdings L.P.(APP). The outlook is stable.

S&P Global Ratings subsequently withdrew its rating on APP at the
company's request.

APP is a supplier of exterior trim, fascia, and precision
components and systems to the auto industry. The company has
several facilities in North America and Europe, with a customer
base composed of leading global automotive original equipment
manufacturers and Tier 1 suppliers.


ATHERTON BAPTIST: Fitch Affirms BB Rating on 2016 $31MM Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the following bonds
issued by Alhambra, CA on behalf of Atherton Baptist Homes
(Atherton):

-- $31,260,000 revenue refunding bonds series 2016.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a gross revenue pledge, mortgage, and debt
service reserve fund.

KEY RATING DRIVERS

IMPROVED OPERATING PERFORMANCE: Atherton's operating performance
has improved significantly over the last four years due to stronger
occupancy and good expense controls. Atherton's operating ratio of
96.2% through the eight-month interim period (ended
Aug. 31, 2017) was favorable to the 97.8% 'below investment grade'
(BIG) median, and much improved from 122.3% in 2013. In addition,
solid entrance fee receipts through the interim resulted in a 21.3%
net operating margin (NOM)-adjusted, above the 20% 'BIG' median.

STRONGER OCCUPANCY: ILU occupancy was at 93% through the interim
period, significantly improved from 81% in 2013. SNF occupancy has
steadily been above 90% and Atherton does not have a large reliance
on Medicare revenue (15% of SNF revenue). Improved occupancy has
been a result of substantial sales initiatives and continued
apartment enhancements upon turnover, which has improved the
marketability of many of the older apartments on campus.

LIQUIDITY GROWTH: Atherton's unrestricted cash and investments grew
to $12 million as of Aug. 31, 2017, compared to $7.6 million at
Dec. 31, 2014 due to improved cash flow over the time period. As a
result, days cash on hand (DCOH) improved to 252, cash to debt grew
to 37.9% and cushion ratio was at 5.7x, all of which were in line
with, or better than, the 'BIG' medians of 256 days, 34.9%, and
4.4x, respectively. There are capital needs over the five-year
period, but these are expected to be funded from operating cash
flow, or initial entrance fees received from potential new
independent living units, and should not impact liquidity.

MODERATE DEBT BURDEN: Atherton's debt burden is moderate as a
result of a favorable refinancing in 2016. Maximum annual debt
service (MADS) was just 10.1% of annualized revenues through the
interim period, much better than the 'BIG' median of 15.8%. In
addition, debt service coverage was at 2.3x, ahead of the 1.6x
median.

RATING SENSITIVITIES

STABILITY EXPECTED: Fitch expects Atherton to maintain financial
performance in line with current levels. Further upward rating
movement is likely if operating performance is maintained with
further growth in liquidity.


BAIA LLC: Sale of Mt. Airy Property to Yewell for $9.5M Approved
----------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland authorized BAIA, LLC and Ridgeville Plaza, Inc. to sell
the real property located at 1311 South Main Street Mount Airy,
Carroll County, Maryland, consisting of a retail and office
building, together with ancillary land, fixtures, equipment,
tangible and intangible personal property, rights, easements and
improvements, to Yewell Acquisition, LLC or its assigns for
$9,547,500.

The sale is free and clear of all Liens and Claims.

The Agreement of Sale and all other ancillary documents, and all of
the terms and conditions thereof, are approved.

Upon Closing, the Assigned Contracts set forth on Schedule 7.18 to
the Agreement of Sale will be deemed assumed and assigned to the
Purchaser or its designee as of the Closing Date.  At or promptly
after Closing, the Debtor will pay all Cure Amounts, as set forth
in the Notice to Counterparties to Executory Contracts and
Unexpired Leases that may be Assumed and Assigned, if any, to the
Contract Counterparties to the Assigned Contracts.

All obligations of the Debtor under the Agreement of Sale,
including all ancillary documents related thereto, will be
satisfied in the manner provided in the Agreement of Sale, without
need of further order of the Court.

The Debtor is authorized and directed to make at Closing all
payments required to be made pursuant to the Agreement of Sale, and
all such payments, including broker commissions will be (i) deemed
allowed administrative expenses of the Debtor's estate; (ii) senior
in right of payment to any of Debtor’s creditors (including,
without limitation, all secured creditors); and (iii) senior in
priority to any and all Liens and Claims on the Debtor's property
(including, without limitation, Liens and Claims of the Debtor's
secured creditors).

Pursuant to Bankruptcy Rules 7062, 9014, and 6004(h), the Sale
Order will be effective immediately upon entry and the Debtor and
the Purchaser are authorized to close the Sale upon entry of the
Sale Order.

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

     http://bankrupt.com/misc/BAIA_LLC_192_Order.pdf

The Purchaser:

          YEWELL ACQUISITION, LLC
          c/o E. Smith Yewell
          1962 Foxview Circle NW
          Washington, DC 20007

The Purchaser is represented by:

          Kurt A. Van Derslice, Esq.
          SAUL EWING LLP
          500 East Pratt Street
          Baltimore, MD 21202

                        About Baia LLC

Baia, LLC, is a limited liability company organized in 2006 with
principal place of business located in Carroll County, Maryland.
It owns, leases and manages commercial real property located in Mt.
Airy, Maryland.

Ridgeville Plaza, Inc. is a corporation formed in 1998 with
principal place of business located in Carroll County, Maryland.
It owns, leases and manages a commercial real property located in
Mt. Airy, Maryland.

Baia and Ridgeville filed Chapter 11 petitions (Bankr. D. Md. Lead
Case No. 16-26941) on Dec. 30, 2016.  

The petitions were signed by Frank Illiano, president.  

The cases are assigned to Judge David E. Rice.  

The Debtors are represented by James Greenan, Esq., at McNamee,
Hosea, et al.  

At the time of filing Baia estimated assets of less than $50,000
and liabilities of $10 million to $50 million.  Ridgeville
estimated less than $50,000 in assets and $10 million to $50
million in liabilities.
  
On May 1, 2017, the Debtors filed a disclosure statement, which
explains their proposed Chapter 11 plan.


BALLANTRAE LLC: May Use Cash Collateral for 90 Days
---------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has entered an agreed interim order
granting Ballantrae, LLC, permission to use American Business
Lending, Inc.'s cash collateral for 90 days, or until confirmation,
whichever is sooner.

The Court will hold a final hearing on the cash collateral at 2:00
p.m. on Nov. 1, 2017.

The Debtor will provide for the U.S. Trustee fee in the approximate
amount of $550 per month.

The Debtor will pay $16,933 per month as adequate protection to
ABL, due by the 5th of each month, starting Oct. 5, 2017, by
delivering payment to ABL, at the same location as payments were
delivered prepetition, and will simultaneously provide proof of
payment to the creditor's counsel by e-mail.  Failure to deliver
payment or proof of the same by the due date will constitute
default, terminating the Debtor's right to use cash collateral.
Adequate protection payments under this court order and prior
orders will be applied to accrued interest.

Any advancements made by the Debtor's principal to the Debtor to
help fund the payments provided for herein, will be deemed a gift.


In order to provide ABL with adequate protection, ABL, will have,
nunc pro tunc as of the commencement of the Chapter 11 cases, a
replacement lien pursuant to 11 U.S.C. Section 361(2) on and in all
property of the Debtor acquired or generated after the Petition
Date, but solely to the same extent and priority, and of the same
kind and nature, as the property of the Debtor securing the
prepetition obligations ABL.

In the event that diminution occurs in the value of cash collateral
from and after the Petition Date as a result of the Debtor's use
thereof in an amount in excess of the value of any replacement
liens granted, then ABL will be granted an administrative claim
under Section 507(b) of the U.S. Bankruptcy Code with priority over
all other administrative expense claims.  ABL's super-priority
administrative expense claim will not attach to or be paid from the
proceeds of the avoidance actions.

A copy of the Order is available at:

           http://bankrupt.com/misc/flsb17-13427-67.pdf

                      About Ballantrae, LLC

Ballantrae, LLC, has a fee simple interest in a property located at
5397 Roebuck Road, Jupiter, Florida.  It operates a pre-school/day
care facility doing business as Oceanside Academy School at the
property.

Ballantrae, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-13427) on March 22, 2017.  The petition was signed by
Corinne Gates, Manager Member.  At the time of filing, the Debtor
disclosed $2.03 million in total assets and $3.42 million in total
liabilities.

The Debtor tapped Brian K. McMahon, Esq., at Brian K. McMahon, as
counsel.


BILLNAT CORP: Sav-On Drugs in Chapter 11 to Sell to CVS for $13M
----------------------------------------------------------------
BillNat Corporation, the operator of the 20 Sav-On Drugs pharmacies
in Michigan, sought Chapter 11 protection after reaching a deal to
sell most its assets to unit of CVS Pharmacy Inc. for $12.80
million, absent higher and better offers.

A hearing on the first-day motions is scheduled for Oct. 17, 2017,
at 2 p.m. EST, before Judge Maria L. Oxholm.

BillNat operates 20 retail pharmacies from leased facilities in
Southeastern Michigan under the name "Sav-On Drugs".  The Debtor's
corporate headquarters is located in Livonia, Michigan.

The Debtor was solely owned by Mr. William G. Newman until all of
its capital stock was acquired by the Frank W. Kerr Company in
exchange for Mr. Newman receiving additional shares of Kerr in a
transaction that closed in August 2015, but was retroactively
effective as of Dec. 15, 2014.  Kerr was engaged in the business of
selling wholesale pharmaceutical products to retail pharmacies,
including the Debtor, and recently confirmed its Plan of
Liquidation (the "Kerr Plan") in Bankr. E.D. Mich. Case No.
16-51724 and Kerr's assets are being liquidated and distributed
pursuant the terms of the Kerr Plan.

The Debtor is also a co-obligor of Kerr's obligations owed to
JPMorgan Chase Bank, N.A., as Administrative Agent ("Agent"), and
its capacity as a Lender, ("Chase") for itself and Comerica Bank
("Comerica", and with Chase, the "Lenders") related to Kerr's and
the Debtor's secured financing agreements with the Lenders (the
"Credit Agreement") pursuant to certain joinder agreements. At
present, the obligation to Lenders is approximately $41.5 million.

Kerr is also the largest creditor of the Debtor, representing more
than 90% of the Debtor's total debt excluding the obligations to
the Lenders.  According to the books and records of both the Debtor
and Kerr, the Debtor owes over $60 million in accounts payable to
Kerr.

                        Road to Chapter 11

Jeffrey K. Tischler, Chief Restructuring Officer of the Debtor,
explained in a court filing that starting in early 2016, because of
its financial difficulties, Kerr became inconsistent in its ability
to supply Debtor with pharmaceutical and other products.  As a
result, the Debtor sought to have Cardinal Health 110, LLC,  become
its primary vendor of pharmaceutical products utilizing a Prime
Vendor Agreement previously executed by Cardinal and Debtor on Dec.
1, 2012 and later superseded by a Prime Vendor Agreement, Contract
No. 81875 effective Aug. 1, 2016 -- Cardinal Prime Vendor Agreement
-- under which Cardinal agreed to provide the Debtor with a
revolving inventory line of credit in the aggregate amount of
$3,000,000 to be used to fund purchases of inventory by the Debtor
from Cardinal (the "Cardinal Line of Credit"), which ensured the
Debtor a supply of necessary products at favorable prices as Kerr
ultimately ceased operating and no longer able to supply the
Debtor.

Because of the financial condition of Kerr and the Debtor, Cardinal
was unwilling to supply products to Debtor pursuant to the Cardinal
Prime Vendor Agreement without receiving a perfected first priority
security interest in the Debtor's assets to secure payment for
goods shipped to Debtor.  Accordingly, on June 24, 2016, the Debtor
entered into a certain security agreement granting Cardinal liens
on all of Debtor's assets, subject to the liens of Lenders, to
secure all sums owed by Debtor for goods supplied by Cardinal (the
"Cardinal Security Agreement").  A UCC-1 Financing Statement was
filed by Cardinal on June 27, 2016, with the Michigan Department of
State, No. 2016089582-2 to perfect the security interests granted
in the Cardinal Security Agreement (the "Cardinal Pre-Petition
Liens").

On July 1, 2016, Cardinal and the Lenders entered into an
Intercreditor Agreement pursuant to which Lenders subordinated
their liens to Cardinal's liens to the extent of the Cardinal Line
of Credit for goods shipped to Debtor (the "Cardinal Indebtedness")
provided that Cardinal (a) continued to supply products to Debtor
on credit pursuant to the Cardinal Prime Vendor Agreement; and (b)
all of the Debtor's assets were sold as a going business or sales
of the assets of its individual locations were sold as going
businesses.

On the Petition Date, the amount of the Cardinal Indebtedness was
approximately $1.6 million plus accrued but unpaid interest,
attorneys' fees, late fees, costs, expenses and other charges of
the kind provided for by the Cardinal Documents as of such date,
less any and all credits, rebates, and payment for statement
credits and rebates for goods purchased under the Cardinal
Documents and Cardinal's vendor policies, including but not limited
to the RBC promotional pricing and rebate programs as of such
date.

The Debtor has operated at a significant loss for years.  Its
financial statements reflect a combined net loss of $11,437,327 for
the four-year period ending Dec. 31, 2016.  However, after
adjusting for a one-time credit issued to it by Kerr in 2016, the
Debtor's real operational loss over that same four year period was
actually approximately $27.3 million.

As a part of the strategy to maximize value for all of the
creditors of Kerr, as well as Debtor, after interviewing several
investment bankers, the Debtor with the advice and consent of
Lenders and approval from the Debtor's Board of Directors, retained
SSG Advisors, LLC ("SSG") as its investment banker on June 14, 2016
to market the assets and seek a buyer for such assets.

Prior to the Petition Date, Debtor was owed $1,799,164.00 (the
"Huntsman Loan Balance") by Huntsman I, LLC ("Huntsman"), an entity
owned and controlled by Mr. Newman.

Prior to the Petition Date and following a period of negotiations,
Debtor entered into a certain Standby and Settlement Agreement with
Huntsman (the "Huntsman Agreement"), pursuant to which Huntsman
agreed to grant the Debtor the exclusive right to market and sell
Huntsman's business and all of its real estate and personal
property assets (the "Huntsman Assets") as a part of the Sale
Process or any other disposition by Debtor in its sole discretion,
in return for Debtor's agreement to accept a surrender of all of
the Huntsman Assets in full satisfaction of the Huntsman Loan
Balance.  Pursuant to the Huntsman Agreement, Huntsman executed a
Voluntary Surrender Agreement and other documents, which were
placed into escrow with Debtor's counsel, that convey the Huntsman
Assets to Debtor so that the Huntsman Assets will become property
of the debtor and its estate at closing and can be conveyed to the
Successful Bidder at closing.

Out of an overabundance of caution, the Debtor will also file a
motion seeking the entry of an Order approving the Huntsman
Agreement pursuant to Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure (the "Huntsman Order").

                           Sale to CVS

The Debtor, utilizing the support of SSG and in consultation with
the Lenders as well as with disclosure to the Official Unsecured
Creditors Committee of Kerr (the "Kerr UCC"), responded to these
potential buyers by executing confidentiality agreements, providing
them with a Confidential Offering Memorandum, assisting them with
due diligence including providing access to an electronic data room
and soliciting letters of intent and indications of interest.

After months of due diligence being conducted by prospective buyers
and months of negotiations of letters of intent with prospective
buyers for all and portions of the Debtor's assets on operating
basis and non-operating basis, all done in consultation with the
Lenders and disclosure to the Kerr UCC, the Debtor has
entered into the asset purchase agreement (the "Stalking Horse
Purchase Agreement") for the sale of substantially all of Debtor's
assets utilized in its retail pharmacy business (excluding assets
formerly used in its long term care pharmacy business ("LTC
Assets"), which was sold previously), with Woodward Detroit CVS,
L.L.C., a subsidiary of CVS Pharmacy, Inc., which will be the
"stalking horse" bidder.  The Stalking Horse Purchase Agreement
provides for the Debtor and its estate to receive approximately
$12,799,890 (the "Purchase Price") for the assets being purchased
pursuant to the Stalking Horse Purchase Agreement (the "Purchased
Assets").  The Purchase Price is exclusive of the value of certain
excluded assets retained by the Debtor ("Excluded Assets"), which
are estimated at approximately $7,335,723, resulting in the Debtor
receiving a total of approximately $20,135,614.  There also remains
the possibility that, if the Stalking Horse Purchaser is able to
secure leases on certain other locations leased by the Debtor on
terms acceptable to the Stalking Horse Purchaser, the Purchase
Price increases for each such location which can result in a
maximum additional increase of $6,000,000 to the Purchase Price to
be paid by the Stalking Horse.

The Debtor believes that the Stalking Horse Purchase Agreement
reflects a fair and reasonable valuation of the Purchased Assets,
is the highest and best offer that can be secured prior to going
through a competitive auction sale process (the "Sale Process"),
and will result in higher values being achieved in such a Sale
Process.

Consequently, the Debtor initiated this Bankruptcy Case in order to
maximize the value of its assets for all parties in interest via
the Sale Process, with the Stalking Horse Purchase Agreement
serving as the baseline bid in such a Sale Process.

In the months since the Debtor was operated by the CRO, it has
gradually gotten to operating at close to a break even cash flow
basis.  However, while the Debtor was able to meet its payment
obligations, the value of its assets continued to erode and this
decline will accelerate in this case due to the added costs of a
chapter 11 proceedings.  The Debtor currently estimates that the
diminution to the value of its assets in a chapter 11 case could be
is as much as $1 million per month.

Additionally, because of the holiday period, CVS has advised the
Debtor that it will be unable to convert the Store Buy Locations
from Dec. 8, 2017 to Jan. 15, 2017, with the result that the Debtor
needs to commence the "rolling closing" process for Store Buy
Locations, which will take an estimated three weeks, in time to
complete it by Dec. 8, 2017.  If the Store Buy Locations are not
closed by Dec. 8, 2017, they will be converted by CVS after Jan.
15, 2018 but the lag will result in the estate losing significant
value through continuing administrative expenses.

Given that the Debtor's assets and business have been extensively
and exhaustively marketed to a limited universe of potential buyer
for over 13 months, the Debtor, relying upon SSG, does not believe
that a chapter 11 marketing process is likely to attract new
potential Buyers or that the proposed 20-day process will result in
the exclusion of potential qualified bids.

                       About BillNat Corp.

BillNat Corporation operates 20 retail pharmacies from leased
facilities in Southern Michigan under the name "Sav-On Drugs".  It
was solely owned by Mr. William G. Newman until all of its capital
stock was acquired by the Frank W. Kerr Company in exchange for Mr.
Newman receiving additional shares of Kerr in a transaction that
closed in August 2015, but was retroactively effective as of Dec.
15, 2014.

Novi, Michigan-based Frank W. Kerr Company filed a chapter 7
petition on Aug. 23, 2016.  The Debtor consented to and the Court
entered an order for relief under Chapter 11, converting the case
to a Chapter 11 proceeding (Bankr. E.D. Mich. Case No. 16-51724) on
Sept. 19, 2016.  Kerr tapped McDonald Hopkins PLC as counsel.  Epiq
Bankruptcy Solutions, LLC, serves as the Debtor's noticing, claims
and balloting agent.  The Debtor hired Conway Mackenzie Management
Services, LLC, as restructuring consultant and Jeffrey K. Tischler
as chief restructuring officer.  The official committee of
unsecured creditors retained Lowenstein Sandler LLP as lead
counsel; Wolfson Bolton PLLC as local counsel; and BDO USA, LLP, as
financial advisor.

BillNat filed a petition seeking relief under chapter 11 of the
United States Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-54357)
on Oct. 13, 2017.

BillNat estimated assets of $10 million to $50 million and debt of
$50 million to $100 million.

The case judge is the Hon. Maria L. Oxholm.

BillNat tapped McDonald Hopkins PLC as counsel, SSG Advisors, LLC,
as investment banker, Conway Mackenzie Management Services, LLC, as
restructuring advisor, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.


BILLNAT CORPORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: BillNat Corporation
          dba Sav-On Drugs
        34550 Glendale St.
        Livonia, MI 48150

Type of Business: BillNat Corporation operates 20 retail
                  pharmacies from leased facilities in Southern
                  Michigan under the name "Sav-On Drugs".  The  
                  Debtor was solely owned by Mr. William G. Newman
                  until all of its capital stock was acquired by
                  the Frank W. Kerr Company in exchange for Mr.
                  Newman receiving additional shares of
                  Kerr in a transaction that closed in August
                  2015, but was retroactively effective as
                  of Dec. 15, 2014.  Frank W. Kerr Company is
                  also a debtor in a related Chapter 11 bankruptcy
                  case filed on Aug. 23, 2016 (Bankr. E.D. Mich.
                  Case No. 16-51724).  Kerr's assets are being
                  liquidated and distributed pursuant to the terms

                  of its confirmed plan of liquidation.  Kerr is
                  the largest creditor of the Debtor, representing
                  more than 90% of the Debtor's total debt
                  excluding the obligations to the lenders.

Chapter 11 Petition Date: October 13, 2017

Case No.: 17-54357

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Maria L. Oxholm

Debtor's Counsel: Stephen M. Gross, Esq.
                  MCDONALD HOPKINS PLC
                  39533 Woodward Avenue, Suite 318
                  Bloomfield Hills, MI 48304
                  Tel: (248) 646-5070
                  E-mail: sgross@mcdonaldhopkins.com

                     - and -

                  Jayson Ruff, Esq.
                  MCDONALD HOPKINS PLC
                  39533 Woodward Avenue, Suite 318
                  Bloomfield Hills, MI 48304
                  Tel: (248) 646-5070
                  E-mail: jruff@mcdonaldhopkins.com

Debtor's
Investment
Banker:           SSG ADVISORS, LLC

Debtor's
Restructuring
Advisor:          CONWAY MACKENZIE MANAGEMENT SERVICES, LLC

Debtor's
Claims,
Noticing &
Balloting
Agent:            EPIQ BANKRUPTCY SOLUTIONS, LLC
                  P.O. Box 4419
                  Beaverton, OR 97076-4419
                  Web site: http://dm.epiq11.com/#/case/BNT

Estimated Assets: $10 million to $50 million

Estimated Debt: $50 million to $100 million

The petition was signed by Jeffrey K. Tischler, chief restructuring
officer.

BillNat Corporation did not file a list of 20 largest unsecured
creditors on the Petition Date.

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

         http://bankrupt.com/misc/mieb17-54357.pdf


BREITBURN ENERGY: White & Case Represents Unsecured Noteholders
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
White & Case LLP disclosed that it represents an Ad Hoc Group of
Unsecured Noteholders formed in the Chapter 11 cases of Breitburn
Energy Partners, LP, et al.

The Ad Hoc Group is comprised of holders of $85,247,000 of:

    (i) the 7.875% senior notes due 2022 issued pursuant
        to the Indenture dated as of Jan. 13, 2012, by and
        among Breitburn Energy Partners LP and Breitburn
        Finance Corporation, as co-issuers, and the
        remaining debtors as guarantors, and Wilmington
        Trust Company, as successor indenture trustee; and

   (ii) the 8.625% senior notes due 2020 issued pursuant to
        the Indenture dated as of Oct. 6, 2010, by and
        among Breitburn Energy Partners LP and Breitburn
        Finance Corp., as co-issuers, each of the remaining
        debtors, as guarantors, and Wilmington Trust
        Company as successor indenture trustee.

The aggregate principal amount of the Unsecured Notes outstanding
as of the Petition Date is $1.155 billion.

In addition to the Unsecured Notes, members of the Ad Hoc Group
hold various accounts with investment authority with respect to:


    (i) 1,218,650 shares of the Debtors' 8.25% series
        cumulative redeemable perpetual preferred units,
        and

   (ii) 29 shares of the Debtors' common stock.

The Ad Hoc Group was formed on Jan. 20, 2017, and engaged White &
Case to represent it in connection with potential restructuring of
the Debtors.

The firm can be reached at:

       Harrison L. Denman, Esq.
       J. Christopher Shore, Esq.
       Andrew T. Zatz, Esq.
       WHITE & CASE LLP
       1221 Avenue of the Americas
       New York, NY 10020-1095
       Tel: (212) 819-8200
       Fax: (212) 354-8113
       E-mail: harrison.denman@whitecase.com
              cshore@whitecase.com
              azatz@whitecase.com

              - and -

       Thomas E. Lauria, Esq.
       WHITE & CASE LLP
       Southeast Financial Center
       200 South Biscayne Boulevard, Suite 4900
       Miami, FL 33131-2532
       Tel: (305) 371-2700
       Fax: (305) 358-5744
       E-mail: tlauria@whitecase.com

The members of the Ad Hoc Group and their disclosable interests
are:

   1. 1992 MSF International Ltd.
      By Highbridge Capital Management, LLC,
      As Trading Manager
      40 West 57th Street
      32nd Floor
      New York, NY
      * $9,150,000 of 8.625% senior notes due 2020
      * $22,600,000 of 7.875% senior notes due 2022

   2. 1992 Tactical Credit Master Fund LP
      By Highbridge Capital Management, LLC,
      As Trading Manager
      40 West 57th Street
      32nd Floor
      New York, NY
      * $2,850,000 of 8.625% senior notes due 2020
      * $5,400,000 of 7.875% senior notes due 2022

   3. Akanthos Capital Management LLC
      21700 Oxnard Street, Suite 1730
      Woodland Hills, CA 91367
      * $11,000,000 of 8.625% senior notes due 2020
      * $32,297,000 of 7.875% senior notes due 2022
      * 1,218,650 shares of 8.25% series A cumulative
        redeemable perpetual preferred units

   4. Barclays Bank PLC, solely in
      respect of its Distressed Trading Desk
      745 Seventh Avenue
      New York, NY 10019
      * $17,750,000 of 7.875% senior notes due 2022
      * 29 shares of common stock

   5. Franklin Advisers, Inc., as
      Investment manager on behalf of certain funds
      1 Franklin Parkway
      San Mateo, CA 94403
      * $600,000 of 8.625% senior notes due 2020
      * $49,600,000 of 7.875% senior notes due 2022

   6. Newberg Fmily Trust UTD
      11601 Wilshire Boulevard, Suite 1925
      Los Angeles, CA 90025
      * $13,000,000 of 7.875% senior notes due 2022

   7. Pacific Capital Management
      11601 Wilshire Boulevard, Suite 1925
      Los Angeles, CA 90025
      * $13,000,000 of 7.875% senior notes due 2022

   8. Sonoma Capital Management LLC
      437 Madison Avenue, 34th Floor
      New York, NY
      * $8,000,000 of 7.875% senior notes due 2022

                      About Breitburn Energy

Breitburn Energy Partners LP is engaged in the acquisition,
exploitation and development of oil and natural gas properties,
Midstream Assets, and a combination of ethane, propane, butane and
natural gasoline that when removed from natural gas become liquid
under various levels of higher pressure and lower temperature, in
the United States.  Operations are conducted through Breitburn
Parent's wholly-owned subsidiary, Breitburn Operating LP, and
BOLP's general partner, Breitburn Operating GP LLC.

Breitburn Energy Partners LP and 21 of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016,
listing assets of $4.71 billion and liabilities of $3.41 billion.
The petitions were signed by James G. Jackson, executive vice
president and chief financial officer.

The Debtors tapped Ray C Schrock, Esq., and Stephen Karotkin, Esq.,
at Weil Gotshal & Manges LLP, as bankruptcy counsel.  The Debtors
hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at
Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts
counsel.  The Debtors tapped Alvarez & Marsal North America, LLC,
as financial advisor; Lazard Freres & Co. LLC as investment banker;
and Prime Clerk LLC as claims and noticing agent.

An Official Committee of Unsecured Creditors been formed in the
case.  The Creditors Committee retained Milbank, Tweed, Hadley &
McCloy LLP as counsel.

A Statutory Committee of Equity Security Holders was also formed in
the case.  The Equity Committee is currently composed of seven
individual holders.  The Equity Committee retained Proskauer Rose
LLP as counsel.


CAMBER ENERGY: Hires Marketing & Investor Relations Consultants
---------------------------------------------------------------
Camber Energy, Inc., entered into an agreement with a digital
marketing advisor pursuant to which the advisor agreed to create
original content with the goal of increasing public awareness about
the Company and the Company agreed to pay the advisor (a) $20,000
per month beginning in October 2017 and ending on Feb. 28, 2018,
(b) $50,000 per month thereafter through Oct. 4, 2018, the end of
the term of the agreement, and (c) 3,750,000 shares of restricted
common stock, with 2.5 million shares payable within 15 days of the
parties' entry into the agreement and the remainder due on May 1,
2018.

On Oct. 4, 2017, the Company entered into a consulting agreement
with a third party consultant which consultant agreed to provide
investor relations and public relations services to the Company. As
consideration pursuant to the agreement, the Company agreed to
issue the consultant 1,000,000 shares of restricted common stock,
with piggy-back registration rights.

                       About Camber Energy

Based in San Antonio, Texas, Camber Energy, Inc., formerly known as
Lucas Energy, Inc. (NYSE American:CEI) -- http://www.camber.energy
-- is a growth-oriented, independent oil and gas company engaged in
the development of crude oil, natural gas and natural gas liquids
in the Hunton formation in Central Oklahoma in addition to
anticipated project development in the San Andres formation in the
Permian Basin.

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

Camber reported a net loss of $89.12 million on $5.30 million of
total net operating revenues for the year ended March 31, 2017,
compared to a net loss of $25.44 million on $968,146 of total net
operating revenues for the year ended March 31, 2016.  

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

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


CAMBER ENERGY: Receives Another Noncompliance Notice from NYSE
--------------------------------------------------------------
Camber Energy, Inc., received a deficiency letter from NYSE
AMERICAN LLC stating that the Company is not in compliance with the
continued listing standards as set forth in Section 103(f)(v) of
the NYSE American Company Guide.  The Letter stated that because
the Company's common stock had been trading below $0.20 on a 30-day
average price as of Oct. 5, 2017, the Company was not in compliance
with Section 1003(f)(v) of the Company Guide.  The NYSE American
staff determined that the Company's continued listing is predicated
on it effecting a reverse stock split of its common stock or
otherwise demonstrating sustained price improvement within a
reasonable period of time, which the staff determined to be until
April 5, 2018.  The Company intends to regain compliance with the
listing standards set forth in the Company Guide by undertaking a
measure or measures that are for the best interests of the Company
and its shareholders.

In the interim, the Company's common stock will continue to be
listed on the NYSE American while it attempts to regain compliance
with the listing standards, subject to the Company's compliance
with other continued listing requirements.  The NYSE American
notification does not affect the Company's business operations or
its reporting obligations under the Securities and Exchange
Commission regulations and rules and does not conflict with or
cause an event of default under any of the Company's material
agreements.

                      About Camber Energy

Based in San Antonio, Texas, Camber Energy, Inc., formerly known as
Lucas Energy, Inc. (NYSE American:CEI) -- http://www.camber.energy
-- is a growth-oriented, independent oil and gas company engaged in
the development of crude oil, natural gas and natural gas liquids
in the Hunton formation in Central Oklahoma in addition to
anticipated project development in the San Andres formation in the
Permian Basin.

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

Camber reported a net loss of $89.12 million on $5.30 million of
total net operating revenues for the year ended March 31, 2017,
compared to a net loss of $25.44 million on $968,146 of total net
operating revenues for the year ended March 31, 2016.  

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

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


CAMBER ENERGY: Two Directors Tender Resignations
------------------------------------------------
Alan W. Dreeben and Robert D. Tips resigned as members of the Board
of Directors of Camber Energy, Inc., effective Oct. 6, 2017.  The
Company said that those resignations were not in connection with a
disagreement with the Company or in connection with any matter
relating to the Company's operations, policies or practices.

Effective Oct. 6, 2017, Robert Schleizer, who currently serves as
the Company's interim chief financial officer, and Donnie B. Seay,
were appointed as members of the Board of Directors of the Company
to fill the vacancies created by the resignations.  Additionally,
Mr. Seay was appointed as a member of the Audit Committee,
Compensation Committee and Nominating and Corporate Governance
Committee (as the sole member of each such Committee after the
Resignations).  Moving forward the Company plans to appoint
additional independent director(s) and appoint such person(s) to
the committees described above in order to meet applicable NYSE
American listing requirements and rules which generally require
that each of the Company's committees have at least two members who
are required to be independent members of the Board of Directors.


Mr. Seay does not have any family relationships with any other
director or officer of the Company.  However, Mr. Seay was an
affiliate (the Manager of the General Partner) of DBS Investments,
Ltd., which was one of the sellers under that certain Asset
Purchase Agreement dated Dec. 30, 2015, as amended from time to
time, pursuant to which the Company purchased working interests in
producing properties and undeveloped acreage in Texas and Oklahoma,
including varied interests in two largely contiguous acreage blocks
in the liquids-rich Mid-Continent region of the United States, and
related wells, leases, records, equipment and agreements associated
therewith.  In consideration for such purchase, the Company agreed,
among other things, to issue 1,783,775 shares of common stock to
DBS Investments, Ltd. Additionally, Mr. Seay is a guarantor under
the Company's Aug. 25, 2016, $40 million Loan Agreement with
International Bank of Commerce.  On Sept. 8, 2017, the Company
received a Notice of Default and Opportunity to Cure from IBC,
stating that the Company was in default under its loan with IBC.

Mr. Seay has been a self-employed investor over the last five
years.  Mr. Seay, is a 60 year veteran of the oil and gas industry
and a former partner of Altex Resources, which developed the Hunton
Limestone Play and drilled the first horizontal well there in
southeast Oklahoma.  Mr. Seay is also a former president of
Guaranty State Bank and the founder and Chairman of the Board of
Citizens Bank, both of New Braunfels, Texas.

                      About Camber Energy

Based in San Antonio, Texas, Camber Energy, Inc., formerly known as
Lucas Energy, Inc. (NYSE American:CEI) -- http://www.camber.energy
-- is a growth-oriented, independent oil and gas company engaged in
the development of crude oil, natural gas and natural gas liquids
in the Hunton formation in Central Oklahoma in addition to
anticipated project development in the San Andres formation in the
Permian Basin.

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

Camber reported a net loss of $89.12 million on $5.30 million of
total net operating revenues for the year ended March 31, 2017,
compared to a net loss of $25.44 million on $968,146 of total net
operating revenues for the year ended March 31, 2016.  

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

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


CAMPBELLTON-GRACEVILLE: Committee Seeks to Hire IT Specialist
-------------------------------------------------------------
The official committee of unsecured creditors of
Campbellton-Graceville Hospital Corp. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Florida to hire an
information technology specialist.

The committee proposes to employ Detekted, Inc. to provide digital
forensics, eDiscovery processing and hosting, and data preservation
and management services.  The firm will be paid a service fee of
125 per hour.

Oscar Delatorre disclosed in a court filing that he and his firm do
not hold or represent any interest adverse to the Debtor's estate.

The firm can be reached through:

     Oscar Delatorre
     Detekted Inc.
     8660 NW 8th Street
     Miami, FL 33126

                  About Campbellton-Graceville
                      Hospital Corporation

Campbellton-Graceville Hospital Corporation is a non-profit
corporation established pursuant to the laws of the State of
Florida in 1961 and operates as a not-for-profit 25-bed critical
access hospital serving northern Florida, as well as surrounding
areas in Georgia and Alabama, and had approximately 100 employees.
It offered comprehensive medical care, including emergency
services, general hospitalization, laboratory services, swing bed,
and physical therapy.

Campbellton-Graceville Hospital filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 17-40185) on April 17, 2017.
The Hon. Karen K. Specie presides over the case.  Berger Singerman
LLP represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million to $50 million in
liabilities.

The petition was signed by Marwill Glade of GlassRatner Advisory &
Capital Group, LLC, chief restructuring officer.

On June 8, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Broad and Cassel LLP as counsel, and Wayne Black and Associates,
Inc., as investigative assistant.

Judge Karen K. Specie in June 2017 entered an order finding that
the appointment of a patient care ombudsman for
Campbellton-Graceville Hospital is not necessary.


CARECORE NATIONAL: Moody's Puts B2 CFR on Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed all ratings for CareCore National,
LLC ("CareCore"/ dba eviCore healthcare) on review for upgrade.
This follows the announcement that CareCore is being acquired by
Express Scripts Holding Company ("Express Scripts", Baa2 stable)
for $3.6 billion. Moody's expects the transaction to close by the
end of 2017. Express Scripts is one of the nation's largest
pharmacy benefit managers with about $100 billion in revenue.

The following ratings were placed on review for upgrade:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior secured first lien revolving credit facility expiring 2019
at B2 (LGD 3)

Senior secured first lien term loan due 2021 at B2 (LGD 3)

-- Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The review for upgrade is based on Moody's view that, should the
acquisition by Express Scripts be consummated, CareCore will become
part of an enterprise with a stronger overall credit profile than
if CareCore remains a standalone company. Moody's expects that
CareCore's debt will be repaid at the close of the acquisition.
Moody's will withdraw CareCore's ratings when all debt is repaid.

Excluding the contemplated acquisition by Express Scripts,
CareCore's B2 Corporate Family Rating reflects its relatively high
financial leverage, significant customer concentration and reliance
on the radiology category. The rating is supported by CareCore's
leading position in the market for medical benefits management,
favorable industry fundamentals, and strong cash flow.

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

CareCore is a medical benefits management company. CareCore's
services include programs aimed at reducing the cost, improving the
quality, and more consistently and efficiently utilizing diagnostic
imaging services. Revenues are around $2.0 billion.


CARNELL RODGERS: Licon & Soria Buying Sylmar Property for $500K
---------------------------------------------------------------
Carnell Rodgers asks the U.S. Bankruptcy Court for the Central
District of California to authorize the bidding procedures in
connection with the sale of real property located at 13881 Wallabi
Avenue, Sylmar, California to Julio Cesar Licon and Alejandro Soria
for $500,000, subject to overbid.

A hearing on the Motion is set for Nov. 9, 2017 at 2:00 p.m.
Objections, if any, must be filed at least 14 days prior to the
scheduled hearing date.

The Debtor commenced the bankruptcy case to liquidate his assets
and payoff debtors.  His income is insufficient to pay his existing
debt obligations and living expenses.  Beginning in March 2017, the
Debtor moved out of the Property and is renting the home to
tenants.  He receives rental income of $2,950.  In filing the
instant case, the Debtor believes that upon approval of the sale,
he will be able to propose a feasible Chapter 11 Plan.

The Debtor listed the property for sale with Joyce Mack.  Since
that time, the agent has listed the property on the Multiple
Listing Service and has shown the property for several months.

On Aug. 8, 2017, the Debtor entered into an Escrow Settlement
Statement with the Buyers for the sale of the Property.

The salient terms of the Agreement are:

     a. The purchase price is $500,000.

     b. The Buyers will make an initial deposit of $5,000.

     c. The Property will be sold "as is" with no warranties or
representations of any kind whatsoever, free and clear of all
liens, encumbrances, claims or interests.

     d. The escrow is to close upon the Court's approval.

The proposed sale will pay out the first lien holder, JNQ
Enterprises in the approximate amount of the principal balance
$443,971.  

The proceeds from the sale will also pay property tax for 2016-2017
and other taxes owed to the second lien holder, the Los Angeles
County Tax Collector in the approximate amount of $25,345.

The Debtor proposes to pay the following additional amounts to the
following entities through escrow: (i) the Broker's Commission
totaling no more than 6% if the total sale proceeds, to be split
between the buyer's and the seller's agents, less any disputed
amount; and (ii) the United States Trustee Quarterly fee in the
amount of $6,500.

The Debtor proposes these overbidding procedures:

     a. The initial overbid must be at least $10,000.00 more than
the initial bid of $500,000.  The overbid must be on substantially
the same terms as set forth in the Escrow Closing Statement.

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

     c. Any successful overbidder must be able to close by the
Proposed Closing Date, or upon the Court's approval, whichever is
later.

     d. Any party wishing to overbid on the Property during the
hearing on the Motion must contact the Debtor's counsel at least 48
hours prior to the hearing and provide evidence of available
financial resources such as funds and/or proof of ability to
finance the Debtor's counsel up to the overbidder's maximum bid to
the Debtor's reasonable satisfaction.

     e. Any overbidder wishing to overbid on the Property during
the hearing must also submit, before the time of the hearing, a
deposit for the purchase of the Property, by cashier's check or
other cash equivalent in the amount of at least $10,000 made
payable to "Tang & Associates Client Trust Account."  The
successful overbidder's deposit will be applied towards the
purchase of the Property, and will not be refunded in the event the
overbidder cannot successfully close escrow pursuant to the terms
of the sale as proscribed.

     f. If the Broker brings a prospective bidder who is ultimately
the successful bidder and to whom the sale is approved, the Broker
will share in the commission on the terms set forth in the Escrow
Closing Statement.

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

           http://bankrupt.com/misc/Carnell_Rodgers_85_Sales.pdf

The proposed sale, or any overbid, of the Property should result in
the Debtor obtaining the highest and best price for the Property.
His projected sale of the Property will generate substantial funds
to pay the property taxes and first lienholder.  The Debtor
believes the proposed sale of the Property is in the best interest
of the Debtor's estate and his creditors.

Carnell Rodgers sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 17-10840) on March 31, 2017.  The Debtor tapped Kevin Tang,
Esq., at Tang & Associates, as counsel.

Counsel for the Debtor:

          Kevin Tang, Esq.
          TANG & ASSOCIATES
          601 S, Figueroa Street., Suite 4050
          Los Angeles, CA 90071
          Tel: (213) 330-2619
          Fax: (213) 403-5545
          E-mail: tangkevin911@gmail.com


CASHMAN EQPT: Oct. 23 Evidentiary Hearing on Sale of Vessels
------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts held an evidentiary hearing on Cashman
Equipment Corp.'s sale procedures and closing costs in connection
with the sale of vessels free and clear of liens in the ordinary
course of business.

Objections to the said sale have been filed by Citizens Asset
Finance, Inc. and Rockland Trust Company.

A further evidentiary hearing is set for Oct. 23, 2017, at 10:00
a.m.

                  About Cashman Equipment Corp.

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

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

Cashman Equipment estimated its assets and debt at between $100
million and $500 million.

Judge Melvin S. Hoffman presides over the cases.

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

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


CATASYS INC: Chris Shirley Named CFO
------------------------------------
Catasys, Inc., appointed Christopher Shirley as its new chief
financial officer, effective May 16, 2017.  Mr. Shirley succeeds
Susan Etzel, who was appointed SVP of finance and will remain a key
member of the Company's financial team.

"We are excited to bring Christopher on as our new Chief Financial
Officer at this important time in our Company's history.  His
extensive experience with vital roles spanning GE Healthcare and GE
Digital will make him a valuable resource as Catasys ramps up its
operations across the U.S.  We are confident that Christopher's
financial, operational and IT expertise in healthcare will help
improve efficiencies in our business and expedite enrollment rates
for our behavioral health services," said Terren Peizer, Chairman
and CEO of Catasys.

"As Catasys continues to grow, we recognize the need to further
expand and strengthen our senior management team.  Our established
customer base of leading health insurance plans and the scaling of
our behavioral health services across the U.S., positions us to
attract top industry talent.  We are also planning to make
additions to our scientific data capabilities," concluded Mr.
Peizer.

Mr. Shirley joins Catasys with approximately 20 years of finance
experience, including senior leadership roles at healthcare
technology and big data companies.  As CFO of GE Intelligent
Platforms, he led the finance function during a period of rapid
expansion. Following the 2016 merger of GE Intelligent Platforms
into a newly formed GE Digital unit, Mr. Shirley led the
integration effort, ensuring that the business continued to perform
and deliver on its growth commitments.  Prior to GE Digital, Mr.
Shirley was the Financial Integration Leader for GE Healthcare,
where he led the financial integration and delivery of deal model
expectations following its acquisition of API Healthcare.

Mr. Shirley commented, "I am excited to be joining the Catasys team
at this point in its history.  The established agreements Catasys
has with some of the largest health insurance plans in the country
is a testament to the OnTrak solution.  I look forward to working
alongside the rest of the Catasys team and help improve
efficiencies in the business and support overall growth."

The Company and Mr. Shirley entered into an employment agreement
providing, among other things, that (i) his annual base salary will
be $285,000, (ii) he will receive a targeted cash bonus of 40% of
his base salary, which bonus will be subject to the Company's
discretion, and (iii) the initial length of the Shirley Agreement
will be two years unless terminated earlier according to its terms.


                      About Catasys, Inc.

Los Angeles, California-based Catasys, Inc. -- www.catasys.com --
is a provider of data analytics based specialized behavioral health
management and treatment services to health plans through its
OnTrak program.  The Company's program utilizes member engagement
and patient centric treatment that integrates evidence based
medical and psychosocial interventions along with care coaching in
a 52-week outpatient program.

Catasys reported a net loss of $17.93 million on $7.07 million of
revenues for the year ended Dec. 31, 2016, compared to a net loss
of $7.22 million on $2.70 million of revenues for the year ended
Dec. 31, 2015.  As of June 30, 2017, Catasys had $11.21 million in
total assets, $4.85 million in total liabilities and $6.35 million
in total stockholders' equity.

The Company's independent accounting firm Rose, Snyder & Jacobs
LLP, in Encino, California, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2016, citing that the Company has continued to incur
significant operating losses and negative cash flows from
operations during the year ended Dec. 31, 2016, and continues to
have negative working capital at Dec. 31, 2016.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

As of Aug. 14, 2017, the Company had a balance of approximately
$8.3 million cash on hand.  The Company had working capital of
approximately $5.7 million as of June 30, 2017.  The Company has
incurred significant operating losses and negative operating cash
flows since its inception.

"We could continue to incur negative cash flows and operating
losses for the next twelve months.  Our current cash burn rate is
approximately $477,000 per month, excluding non-current accrued
liability payments.  In April 2017, we closed on a public offering
for aggregate gross proceeds of $16.5 million prior to deducting
underwriter discounts, commission and other estimated offering
expenses.  We expect our current cash resources to cover expenses
through at least the next twelve months," the Company said in its
quarterly report for the period ended June 30, 2017.


CCO HOLDING: Fitch Rates Proposed Sr. Unsecured Notes BB+/RR4
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR4' rating to CCO Holding, LLC's
(CCOH) proposed issuance of senior unsecured notes due 2023 and
2028. CCOH is an indirect, wholly owned subsidiary of Charter
Communications, Inc. (Charter). CCOH's Issuer Default Rating (IDR)
is currently 'BB+' with a Stable Outlook.

The company is expected to use net proceeds to pay related fees and
expenses and for general corporate purposes, including potential
buybacks of Class A common stock of Charter or common units of
Charter Communications Holdings, LLC (CCH), a subsidiary of
Charter. As of Sept. 8, 2017, Charter had $6.4 billion available
under its Class A common stock buyback program, an amount that
excludes any potential buybacks of CCH common units. Pro forma for
the proposed issuance and additional notes issued since June 30,
2017, Charter had approximately $68.3 billion of debt outstanding
as of June 30, 2017, including $49.4 billion of senior secured
debt.

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

KEY RATING DRIVERS

M&A Activity Credit Positive: In May 2016, Charter Communications,
Inc. completed its merger with Time Warner Cable, Inc. (TWC) and
acquisition of Bright House Networks (collectively, the
transactions). Fitch continues to view the transactions positively
and believes they strengthen Charter's overall credit profile.
Fitch estimates total Fitch-calculated gross leverage was 4.6x
while secured leverage was 3.3x for the latest 12 months (LTM)
ended June 30, 2017, pro forma for recent debt issuances.

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

Credit Profile Changes: Charter served 26.8 million customer
relationships as of June 30, 2017 and is the country's
second-largest cable multiple-system operator. LTM revenue and
EBITDA totalled approximately $40.8 billion and $15.0 billion,
respectively.

Improving Operating Momentum: Charter's operating strategies are
positively affecting its operating profile, resulting in a
strengthened competitive position. The market-share-driven strategy
focusing on enhancing the overall competitiveness of Charter's
video service and leveraging its all-digital infrastructure is
improving subscriber metrics, growing revenue and ARPU, and
stabilizing operating margins.

Debt Capacity Growth: Charter maintains a target net leverage range
of 4.0x-4.5x. Fitch expects Charter to continue creating additional
debt capacity and remain within its target leverage, primarily
through EBITDA growth. Proceeds from prospective debt issuances
under additional debt capacity created are expected to be used for
investment in the business, accretive acquisitions and shareholder
returns. Fitch does not expect Charter to maintain significant cash
balances, resulting in total gross leverage roughly equating to
total net leverage over the rating horizon.

DERIVATION SUMMARY

Charter is well-positioned in the multichannel video programming
distributor (MVPD) space given its size and geographic diversity.
With 26.8 million customer relationships, Charter is the third
largest U.S. MVPD after AT&T Inc. (AT&T), through its DirecTV and
U-verse offerings, and Comcast Corporation (Comcast). Both AT&T
(A-/Negative Watch) and Comcast (A-/Stable) are rated higher than
Charter due primarily to their lower target and actual total
leverage levels and significantly greater revenue size, coverage
area and segment diversification. Conversely, Charter is rated
higher than smaller MVPDs such as Cablevision (B+/Stable) and
Cequel Communications (b*/Stable) given its lower leverage and
significantly larger revenue size and coverage area.

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

KEY ASSUMPTIONS

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

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

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

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

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

Debt Issuance: Fitch expects Charter to issue debt annually to fund
annual maturities and to take advantage of additional debt capacity
created by EBITDA improvement. Proceeds from prospective debt
issuances under this additional debt capacity are expected to be
used for investment in the business, accretive acquisitions and
shareholder returns. Fitch expects Charter to create annual debt
capacity of more than $4 billion to $5.5 billion annually and still
remain within its target net leverage of 4.0x to 4.5x given the
expected EBITDA improvement.

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

RATING SENSITIVITIES

Positive Action: Future developments that may, individually or
collectively, lead to positive rating action include integrating
the transactions while limiting disruption in the company's overall
operations, and demonstrating continued progress in closing gaps
relative to its industry peers in service penetration rates and
strategic bandwidth initiatives. A strengthening operating profile
as the company captures sustainable revenue and cash flow growth,
and the reduction and maintenance of total leverage below 4.0x
could also lead to positive action.

Negative Action: Future developments that may, individually or
collectively, lead to negative rating action include: leveraging
transaction or adoption of a more aggressive financial strategy
that increases leverage beyond 5.5x in the absence of a credible
deleveraging plan; perceived weakening of its competitive position;
or failure of the current operating strategy to produce sustainable
revenue, cash flow growth and strengthening operating margins.

LIQUIDITY

Fitch regards Charter's liquidity position and overall financial
flexibility as satisfactory given the rating. Charter's financial
flexibility will improve in step with the growth of FCF generation
following the completion of the transactions. Charter generated
$4.3 billion of FCF during the LTM ended June 30, 2017.

The company's liquidity position at June 30, 2017 was comprised of
$694 million of cash and was supported by $2.8 billion of borrowing
capacity from its $3 billion revolver, which expires in May 2021,
and anticipated FCF generation. Charter has a manageable maturity
schedule over the next three years, with $99 million due in 2017,
$2.2 billion due in 2018 and $3.5 billion in 2019.


CENTRAL GROCERS: Sale of Two Hammond Properties for $1.85M Approved
-------------------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Central Grocers, Inc. and
its affiliates to sell Raceway Central, LLC's real properties (i)
located at 6603 Columbia Avenue, Hammond, Indiana for $400,000; and
(ii) located at 629 Columbia Avenue, Hammond, Indiana for
$1,850,000 to Steve Navarro.

The Sale Hearing was held on Oct. 12, 2017.

The sale is free and clear of all Claims.

The payment of the purchase price will be deposited by wire
transfer into the Concentration Account to be applied to the
Obligations in accordance with the terms of the DIP Orders and
subject to the rights of parties in interest thereunder.

The Debtors are authorized in accordance with sections l05(a), 363,
and 365 of the Bankruptcy Code to assume and assign any Assumed
Contracts to the Buyer free and clear of all Claims.

Notwithstanding the provisions of Bankruptcy Rules 6004(h),
6006(d), 7062, or any applicable provisions of the Local Rules of
Bankruptcy Practice and Procedures of the U.S. Bankruptcy Court for
the Northern District of Illinois, the Sale Order will not be
stayed after the entry hereof, but will be effective and
enforceable immediately upon entry, and the 14-day stay provided in
Bankruptcy Rules 6004(h) and 6006(d) is expressly waived and will
not apply.

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

     http://bankrupt.com/misc/Central_Grocers_835_Order.pdf

                     About Central Grocers

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

Central Grocers is the seventh largest grocery cooperative in the
United States. It supplies over 400 stores in the Chicago area with
groceries, produce, fresh meat, service deli items, frozen foods,
ice cream and exclusively the Centrella Brand distributor.  Sales
have grown to $2 billion per year over the past 94 years.

Central Grocers and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 17-10992 to
17-11003) between May 2 and May 4, 2017. Central Grocers estimated
$100 million to $500 million in assets and liabilities.  The
petitions were signed by Donald E. Harer, chief restructuring
officer.

Prior to the Chapter 11 filing, certain creditors of CGI filed an
involuntary case against the company under Chapter 7.  The case was
filed in the U.S. Bankruptcy Court for the Northern District of
Illinois on May 2, 2017.

On June 13, 2017, the Chapter 11 cases were transferred to the
Illinois court, including CGI's case which was consolidated into
the involuntary Chapter 7 case pending before the Illinois court.

All the Chapter 11 cases are proceeding before the Illinois court,
and are being jointly administered under Case No. 17-13886 for
procedural purposes only.  CGI's petition date is May 2, 2017 while
the petition date for the other Debtors is May 4, 2017.

Judge Pamela S. Hollis presides over the cases.

Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy
counsel. The Debtors also hired Richards, Layton & Finger P.A. as
local counsel; McDonald Hopkins LLC as local counsel and conflicts
counsel; Lavelle Law, Ltd., as general corporate counsel; Conway
Mackenzie Inc. as chief restructuring officer; Peter J. Solomon
Company as investment banker; and Prime Clerk as claims and
noticing agent.  Meanwhile, HYPERAMS, LLC and Tiger Capital Group,
LLC, were employed as liquidation consultants.

An official committee of unsecured creditors was appointed by the
Office of the U.S trustee on May 15, 2017.  The committee retained
Kilpatrick Townsend & Stockton LLP as bankruptcy counsel; Saul
Ewing LLP as Delaware counsel; and FTI Consulting, Inc., as
financial advisor; and Reid Collins & Tsai LLP as special
litigation counsel.


CHEMOURS COMPANY: Moody's Hikes CFR to Ba2; Outlook Stable
----------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Ratings
(CFR) of The Chemours Company to Ba2 from Ba3 to reflect the
improved credit profile and stronger operating performance in the
company's Titanium Technologies and Fluoroproducts segments. Other
ratings upgraded at this time include Chemours' senior secured term
loans to Baa3 from Ba1 and senior unsecured notes to Ba3 from B1.
The Speculative Grade Liquidity Rating was upgraded to SGL-1 from
SGL-2. The outlook on the ratings is stable.

Ratings Upgraded:

Issuer: Chemours Company, (The)

-- Probability of Default Rating, upgraded to Ba2-PD, from Ba3-PD

-- Corporate Family Rating, upgraded to Ba2, from Ba3

-- Senior Secured Bank Credit Facilities, upgraded to Baa3 (LGD2)

    from Ba1 (LGD 2)

-- Senior Unsecured Regular Bond/Debenture, upgraded to Ba3
    (LGD5) from B1 (LGD5)

-- Speculative Grade Liquidity Rating, upgraded to SGL-1, from
    SGL-2

Outlook Actions:

-- Outlook remains Stable

RATINGS RATIONALE

The upgrade to Ba2 CFR reflects Chemours improved credit profile
made possible by substantial growth in EBITDA since early 2016 --
the result of the robust cyclical recovery in titanium dioxide
pigments, aggressive cost cutting and restructuring across the
portfolio, and from the market penetration and growth of the new
hydrofluoroolefins (HFO) family of refrigerant products sold into
the auto OEM markets in Europe and the U.S.

The Ba2 CFR rating reflects Chemours' position as the leading
global producer in TiO2 pigments, where scale, technology and ore
flexibility allow for industry-leading margins currently and over
the cycle. The credit profile also reflects leading market
positions across much of the fluoroproducts branded franchise,
which continues to have a favorable growth outlook from Opteon -- a
leader and one of only two major producers in the new HFO
generation of auto refrigerant products.

Moody's expects the favorable fundamentals and outlook in TiO2 to
continue, owing to limited new global capacity announced to date
against a backdrop of positive, albeit modest, demand growth,
allowing industry operating rates to nudge higher and support
producer pricing power. In addition, the bifurcated or segmented
market benefits producers like Chemours that target higher quality
end use chloride markets serving paints, coatings, and plastics.
Moody's also expects the favorable trend in the fluoroproducts
segment to continue as HFO products continue to penetrate US OEM
auto markets through the end of the decade.

Negative factors in the credit include the historical cyclical
nature of the TiO2 industry, notwithstanding the current cyclical
recovery, which Moody's believes still has a favorable outlook.
Other weaknesses include limited diversification, as TiO2 and
Fluoroproducts account for nearly all of the company's EBITDA, as
well as exposure to ongoing environmental costs and numerous
environmental sites. The recent PFOA settlement and payment
virtually eliminates medium-term litigation risk; future risk and
costs will depend on whether litigation emerges and expands beyond
the West Virginia and Ohio regions.

Chemours' leverage and cash flow metrics have improved considerably
and are now expected to surpass the triggers Moody's set for an
upgrade by year end. Moreover, a positive EBITDA outlook is
supported by recent and pending TiO2 price increases, expectations
for additional price hikes, albeit the pace of increases is
expected to moderate, further ramp up of Opteon YF refrigerant
products, and completion of the company's transformational plan and
cost cutting.

Management recently raised its 2017 EBITDA guidance to $1.3-1.4
billion, which Moody's believes is achievable and which should
result in free cash flow of roughly $350 million this year,
excluding the recent PFOA payment, despite the higher capex budget
this year. A large portion of the company's cash flow will be
directed at capex in 2017 and the next couple of years as the
company invests in a new HFO facility in Corpus Christi, TX,
expected to be the largest of its kind; and the sodium cyanide
mining expansion project in Mexico, which will double its
production in this gold mining product. Capital expenditures will
be elevated through 2019, but once completed, these projects are
expected to contribute to earnings and cash flow growth in the
medium term.

Moody's estimates PF gross LTM leverage for the June quarter
(adjusted for pensions and operating leases and including debt
incurred to fund the PFOA settlement) at 3.8x, which Moody's
expects to trend closer to 3x by year end, compared to Moody's
upgrades trigger of 3.6x. Moody's also expects RCF/TD, currently
around 10%, to trend to the high teens range by year end, compared
to Moody's upgrades trigger of 14%.

Chemours' SGL-1 rating indicates very good liquidity and reflects
its ability to meet 100% of its internal needs from cash and cash
flow; the $750 million revolver is not expected to be drawn at year
end. Working capital typically consumes cash in the first half of
the year, but is a significant source of cash in the second half of
the year and could be applied to TLB reduction. As of June 30,
2017, cash balances were $1.5 billion (though $320 million was used
to pay Chemours' half of the PFOA settlement in August 2017), with
approximately $646 million available for borrowing under the
revolver (undrawn, but availability reduced by $104 million in
LOCs). The revolver's covenants allow for pro forma add-backs and
have been set to a maximum secured net debt/EBITDA ratio of 3.0x
and minimum interest coverage ratio of 1.75x. Moody's expects the
company to be in compliance over the next 12 months. The TLB does
not have maintenance covenants.

The stable outlook anticipates gross adjusted leverage declines and
remains below 3.6x and the outlook for TiO2 prices and the ongoing
ramp up of Opteon remain favorable, supporting further EBITDA
growth. The stable outlook also assumes that future PFOA
litigation, if any, does not meaningfully expand beyond the
historical litigation jurisdictions in the Ohio and West Virginia
regions.

Moody's would consider an upgrade if gross Debt/EBITDA improves to
below 3.0x and RCF/debt improves to roughly 20%, both on a
sustained basis. However, further upside to the rating is uncertain
at this time as management is discussing changes to its financial
policies with its board over the next few months. Consideration for
an upgrade will depend on articulated financial policies and
management's use of free cash flow and cash balances going forward
as well as future plans with respect to changes in the dividend,
share buybacks and M&A activity.

A downgrade would be considered if debt/EBITDA exceeds the high 3s
or low 4s, or if RCF/debt falls to single digits, on a sustainable
basis. Moody's might also consider a downgrade if liquidity
deteriorates, or PFOA litigation emerges and liabilities manifest
outside the Ohio and West Virginia regions (which Moody's currently
views as unlikely).

Chemours Company (The), headquartered in Wilmington, Delaware, is a
leading global provider of performance chemicals through three
reporting segments: Titanium Technologies, Fluoroproducts and
Chemical Solutions. Revenues for the last twelve months ended June
30, 2017, were roughly $5.7 Billion.

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


CJ MICHEL INDUSTRIAL: Has Interim Approval to Use Cash Collateral
-----------------------------------------------------------------
The Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern
District of Kentucky has entered an interim order authorizing CJ
Michel Industrial Services, LLC, to continue the sale of accounts
receivable to Gulf Coast Bank And Trust Company pursuant to
receivables purchase agreement and to use cash collateral.

As adequate protection for any diminution in the value of Gulf
Coast's interest in the Cash Collateral, pursuant to 11 U.S.C.
Sections 361 and 363, Gulf Coast is granted a lien in the
postpetition collateral of the same type as indicated on its
prepetition UCC-1 filing including accounts receivable generated by
the Debtor's postpetition operations to the extent of the Debtor's
use of cash collateral to the same extent, validity, and priority
as existed on the Petition Date.

As additional adequate protection, the Debtor will continue to
account for all cash use, and the proposed cash use as set forth in
the budget is being incurred primarily to preserve property of the
Estate.

If no objections are filed to the relief requested herein within 14
days of entry of this Sept. 22, 2017 court order, then this court
order will become final without need for further hearing.

A copy of the Order is available at:

          http://bankrupt.com/misc/kyeb17-51611-52.pdf

As reported by the Troubled Company Reporter on Aug. 24, 2017, the
Debtor filed  a motion seeking court permission to continue the
Debtor's sale of accounts receivable to Gulf Coast Bank pursuant to
receivables purchase agreement, and to use cash collateral.

             About CJ Michel Industrial Services

CJ Michel Industrial Services, LLC, based in Lancaster, Kentucky,
filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on
Aug. 10, 2017.  In its petition, the Debtor estimated $0 to $50,000
in assets and $1 million to $10 million in liabilities.  The
petition was signed by Clarence J. Michel, Jr., member.  The Hon.
Gregory R. Schaaf presides over the case.  Jamie L. Harris, Esq.,
at DelCotto Law Group PLLC, serves as bankruptcy counsel.


COBALT INTERNATIONAL: Falls Short of NYSE's Market Cap Rule
-----------------------------------------------------------
Cobalt International Energy, Inc., was notified by The New York
Stock Exchange on Oct. 10, 2017, that it is no longer in compliance
with the continued listing standards set forth in Section 802.01B
of the NYSE Listed Company Manual.  Specifically, the NYSE notified
Cobalt that its average market capitalization for the prior 30
trading-day period is below $50 million and its stockholders'
equity is less than $50 million, which are the NYSE minimum
requirements under Section 802.01B.  In compliance with NYSE
procedures, Cobalt intends to notify the NYSE of its intent to
submit a business plan to the NYSE within 45 days from its receipt
of the NYSE notice to cure this deficiency and return to compliance
with NYSE continued listing requirements.

                   About Cobalt International

Formed in 2005 and headquartered in Houston, Texas, Cobalt
International Energy, Inc., is an independent exploration and
production company with operations currently focused in the
deepwater U.S. Gulf of Mexico.  In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field.  The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development.  The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.

Cobalt International reported a net loss of $2.34 billion for the
year ended Dec. 31, 2016, a net loss of $694.43 million for the
fiscal year ended Dec. 31, 2015, and a net loss of $510.76 million
for the year ended Dec. 31, 2014.  

As of June 30, 2017, Cobalt International had $1.77 billion in
total assets, $3.10 billion in total liabilities and a total
stockholders' deficit of $1.32 billion.

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


COMSTOCK RESOURCES: Expands Joint Development Venture With USG
--------------------------------------------------------------
Comstock Resources, Inc., has expanded its joint development
venture with USG Properties Haynesville, LLC.

The initial activities of the joint development program have been
focused primarily in Caddo Parish, Louisiana where to date USG had
acquired 6,821 net acres targeting the Hayneville shale, allowing
Comstock and USG to drill 34 extended lateral wells.  Comstock and
USG have drilled three 10,000 foot lateral wells so far and are
currently drilling a fourth well.  Completion operations on these
wells will commence in November.  Comstock has the right to
participate for a 25% working interest in the wells drilled on
USG's acreage, and may increase this working interest participation
in future wells.

USG will also participate in four wells being drilled targeting the
Bossier formation in the Company's acreage in Sabine Parish,
Louisiana.  USG will pay Comstock for the right to participate for
50% of Comstock's working interest in each of the four wells.
Comstock will be paid a current value for each location for acreage
and infrastructure related to the well location.  The financial
arrangements provide for an additional performance payment to the
Company for each well that meets or exceeds the Company's
production target.  Comstock has earned a lease on an additional
640 acres adjacent to its Toledo Bend field, was granted a
reduction in the royalty on these wells from 25% to 18.75%, and was
assigned an additional 12.5% working interest in the wells.  The
participation by USG allowed Comstock to increase its activity
level resulting in the royalty relief, additional acreage and
working interest.  These wells will also allow the Company to prove
up its substantial inventory of Bossier shale projects.  Comstock's
Bossier shale well drilled in 2015 exceeded the production goal
established for these four wells.  

USG also recently agreed to participate in a drilling program on
certain of Comstock's acreage in Harrison County, Texas that will
target the Haynesville shale.  Comstock has approximately 4,000 net
acres in its Waskom field in Harrison County, Texas and is pursuing
additional add-on acreage to allow the drilling of extended lateral
wells.  Comstock has 34 Haynesville shale locations on this
acreage.  The participation of USG will allow the Company to
acquire additional acreage to complement its existing acreage,
which will add additional drilling locations to the Company's
inventory.  Under the participation agreement entered into by the
Company and USG, and similar to the Sabine Parrish arrangements,
Comstock will be paid a current value for each location for acreage
and infrastructure related to the well location.  The financial
arrangements provide for an additional performance payment to the
Company for each well that meets or exceeds the Company's
production target.

                  About Comstock Resources

Comstock Resources, Inc. -- http://www.comstockresources.com/-- is
an independent energy company based in Frisco, Texas and is engaged
in oil and gas acquisitions, exploration and development primarily
in Texas and Louisiana.  The Company's stock is traded on the New
York Stock Exchange under the symbol CRK.

Comstock incurred a net loss of $135.1 million in 2016, a net loss
of $1.0 billion in 2015, and a net loss of $57.11 million in 2014.
As of June 30, 2017, Comstock Resources had $901.8 million in total
assets, $1.20 billion in total liabilities and a total
stockholders' deficit of $305.3 million.

                         *     *     *

In September 2016, S&P Global Ratings raised its corporate credit
rating on Comstock Resources Inc. to 'CCC+' from 'SD' (selective
default).  The outlook is negative.  "The rating actions on
Comstock are in conjunction with the Sept. 6, 2016, close of their
comprehensive debt exchange and our assessment of the company's
revised capital structure and credit profile," said S&P Global
Ratings credit analyst Aaron McLean.

Comstock Resources carries a 'Caa2' corporate family rating from
Moody's Investors Service.


CONCORDIA INTERNATIONAL: Products Part of UK CMA Probe
------------------------------------------------------
The UK Competition and Markets Authority (CMA) is investigating new
issues in relation to the UK pharmaceutical sector, and that
Concordia International Corp.'s International segment and certain
of its products are part of the inquiry.

The investigation is at an early, information-gathering stage and
the CMA has confirmed that, at this time, it has not reached any
conclusions on whether competition law has been infringed.

The Company commented: "We are working to better understand the
CMA's position and we will continue to work constructively to
resolve these matters."

The CMA's investigation includes matters that pre-date Concordia's
ownership of the International segment.  Concordia acquired the
International segment as a result of its transaction to purchase
Amdipharm Mercury Limited, which closed on Oct. 21, 2015.

                       About Concordia

Based in Canada, Concordia International Corp (NASDAQ:CXRX,
TSX:CXR) -- http://www.concordiarx.com-- is an international
specialty pharmaceutical company with a diversified portfolio of
more than 200 patented and off-patent products, and sales in more
than 90 countries.  Concordia operates out of facilities in
Oakville, Ontario and, through its subsidiaries, operates out of
facilities in Bridgetown, Barbados; London, England and Mumbai,
India.

Concordia reported a net loss of US$1.31 billion for the year ended
Dec. 31, 2016, compared to a net loss of US$31.56 million for the
year ended Dec. 31, 2015.  

As of June 30, 2017, Concordia had US$2.61 billion in total assets,
US$4.02 billion in total liabilities and a total shareholders'
deficit of US$1.41 billion.

                           *    *    *

In July 2017, Moody's Investors Service downgraded the ratings of
Concordia International Corp. including the Corporate Family Rating
to 'Caa3' from 'Caa1'.  The downgrade reflects ongoing operating
headwinds in Concordia's core businesses, combined with very high
financial leverage.  Moody's believes there is elevated risk of a
debt restructuring or a distressed exchange.  Concordia's
debt/EBITDA will exceed 9.0x, limiting the flexibility to pursue
growth initiatives needed to reverse operating declines.

In September 2017, S&P Global Ratings lowered its corporate credit
rating on Concordia International Corp. to 'CCC-' from 'CCC+' and
placed the rating on CreditWatch with negative implications.  "The
downgrade reflects what we believe is the increased likelihood that
the company will enter a debt restructuring or distressed exchange,
given deteriorating operating results and cash flows that have
resulted in EBITDA to interest coverage of less than 1x and
adjusted debt leverage of nearly 11x.  We see limited opportunities
for Concordia to improve EBITDA to reduce leverage to sustainable
levels.


CONSOLIDATED POULTRY: Taps Craig & Lofton as Legal Counsel
----------------------------------------------------------
Consolidated Poultry & Egg Co., Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Tennessee to hire
legal counsel in connection with its Chapter 11 case.

The Debtor proposes to employ The Law Office of Craig & Lofton,
P.C. to, among other things, give legal advice regarding its duties
under the Bankruptcy Code; negotiate with creditors; and assist in
the preparation of a plan of reorganization.

Daniel Lofton, Esq., the attorney who will be handling the case,
has agreed to a fee of $50 per hour for his services.

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

Craig & Lofton can be reached through:

     Daniel Lofton, Esq.
     The Law Office of Craig & Lofton, P.C.
     2400 Poplar Ave., Suite 210
     Memphis, TN 38112
     Office: (901)526-7837
     Fax: (901)526-0234

          About Consolidated Poultry & Egg Co., Inc.

Consolidated Poultry & Egg Co., Inc. filed a Chapter 11 petition
(Bankr. W.D. Tenn. Case No. 17-25324) on June 18, 2017, listing
under $1 million in both assets and liabilities.  James Skefos, its
president, signed the petition.

At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $500,000.


CORECIVIC INC: Fitch Assigns BB+ Unsecured Notes Rating
-------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the unsecured bonds
issued by CoreCivic, Inc. (NYSE: CXW). The Rating Outlook is
Stable.

KEY RATING DRIVERS

Fitch's rating reflects the U.S. Immigration and Customs
Enforcement's (ICE) reaffirmation of its reliance on private
detention facilities and CXW renewing or signing new contracts with
all three federal detention/correction bodies since the August 2016
Department of Justice recommendation to reduce future reliance on
privately-operated prisons, which was ultimately withdrawn in
February 2017.

The rating further incorporates CXW's good credit metrics offset by
steadily declining occupancy rates. CXW's revenues remain reliant
on short term three- to five-year contracts with federal and state
government entities that have the ability to dissolve agreements
with the company at any time without cause, with funding often
dependent on annual budget approvals.

Good Financial Metrics: CXW has leverage which is low relative to
Fitch's rated U.S. REIT universe, but in-line with broader
corporates at the same rating level. Leverage has risen to 3.5x for
the quarter ended June 30, 2017 as the full impact of the South
Texas Family Residential Center (STFRC) renegotiated contract is
negatively affecting top-line revenues. Fitch anticipates leverage
will remain in the mid-3x through 2019 as the reduction of inmate
populations due to California's Proposition 57 is largely offset by
additional contracts at the state level and with ICE.

CXW maintains a high level of fixed charge coverage at 6.8x for the
TTM ended June 30, 2017, and Fitch projects that coverage will
remain strong through the rating horizon. This metric is also
amongst the strongest in Fitch's rated U.S. REIT universe and well
above the average of broader corporate credits at the same rating
level. Coverage has remained strong in recent years despite
additional unsecured bond issuances as a result of relatively high
drawn balances on the company's revolving credit facility.

Falling Occupancies; Margins Stabilize: Average compensated
occupancy has declined every year from 2007 to 2016 and was 79% at
June 30, 2017. Occupancy has remained well below the company's
target range despite CXW desiring a certain level of vacancy in
order to meet demand. Vacant beds have grown by approximately 6,500
since 2012 even as CXW's average available capacity has fallen by
more than 9,000 beds. CXW has lost multiple contracts in the last
several years, some by choice, and it has been unable to recoup the
occupancy losses. Expanded ICE operations throughout the country
have prevented a steeper decline in CXW's revenues and ICE activity
has held occupancy steady in recent months, but longer-term trends
are shifting away from imprisonment of non-violent offenders and
toward rehabilitation and re-entry for minor drug offenses and
other misdemeanors.

Fitch expects margins to decline due to the late-2016 renegotiation
of the STFRC contract. Margins had been trending lower in recent
years but levelled off during 2016 at 28% for all facilities and
have remained in that range to-date in 2017.

Solid Competitive Position: Public prisons are generally
overcrowded, and the supply of new public prisons has been modest
over the past five years. The cost for states to build or repair
facilities remains significantly higher than those of the private
operators. The private sector accounts for approximately 10% of the
U.S. prison market. CXW, the market leader, controls 42% of all
private prison beds while its largest competitor, The GEO Group
(GEO), controls 37% of private prison beds.

Relatively high barriers of entry exist for other potential
competitors essentially forming a duopoly for private prison
contracts. Despite slight declines in federal prison populations in
three consecutive years for the first time in over 40 years, Fitch
expects that U.S. private correctional facilities will likely
continue to be a necessary part of the correctional system while
federal bodies like ICE and the U.S. Marshals operate few to none
of their own facilities.

Limited Real Estate Value: CXW's real estate holdings provide
negligible credit support. There are limited to no alternative uses
of prisons and the properties are often in rural areas. The company
has never obtained a mortgage on any of its owned properties,
exhibiting a lack of contingent liquidity. However, the facilities
do provide essential governmental services, so there is inherent
value in the properties. Additionally, prisons have a long
depreciable life of 50 years with a practical useful life of
approximately 75 years. CXW has a young owned portfolio with a
median age of approximately 18 years.

Limited Secured Debt Market: The secured debt market for prisons
remains undeveloped and is unlikely to become as deep as that for
other commercial real estate asset classes, providing little
contingent liquidity provided by CXW's entirely unencumbered asset
pool. Fitch would view increased institutional interest in secured
lending for prisons throughout business cycles as a positive credit
characteristic. Fitch expects that the company will retain strong
access to capital through the bank, bond and equity markets.

High Tenant Concentration: CXW's customer base is highly credit
worthy but concentrated as evidenced by the top 10 tenants
accounting for 85% of total revenues through June 30, 2017. Three
of the company's top tenants are large federal correctional and
detention authorities, which have collectively made up 48% of
revenues through 2Q17. ICE accounted for 26% due primarily to the
STFRC contract and elevated detention of undocumented individuals
in the last year. The United States Marshals accounted for 15% of
revenue and the Bureau of Prisons accounted for 7% of revenue.
Tennessee, California, and Georgia are the three largest state
customers and together accounted for 22% of 1H17 revenue.

Secured Credit Facility and Term Loan Notching: Fitch currently
rates the secured credit facility and term loan 'BBB-'/RR1, one
notch above the IDR, as they are effectively senior to the
unsecured bonds. CXW's accounts receivables are pledged as
collateral and were $207 million at June 30, 2017. Equity in the
company's domestic operating subsidiaries and 65% of international
subsidiaries are also pledged as collateral. The long-term fixed
assets are not pledged.

DERIVATION SUMMARY

The lack of alternative uses and limited secured debt
financeability of CXW's assets results in Fitch analyzing the
company as a traditional corporate entity, as opposed to an
asset-rich equity REIT, despite the tax election. Mid-3x leverage
and over 6x fixed charge coverage are not sufficient for investment
grade ratings despite being the strongest in Fitch's rated U.S.
REIT universe. Fitch does not view the asset class as conducive to
an investment grade IDR absent consistent, through-the-cycle
mortgage financing of correctional assets.

CXW's only other public U.S. competitor is GEO Group, Inc. (GEO)
for which Fitch has a credit opinion of 'bb-*'/stable. Fitch's
differential in viewpoints is related to GEO's less conservative
financial policies specifically related to leverage under which the
company often operates in the mid- to high-4x's range.

KEY ASSUMPTIONS

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

-- Revenues and margins deteriorate in 2017 due to full year
    impact of STFRC renegotiated contract. Modest single-digit
    revenue growth follows in 2018 and 2019 as revenue from
    contract gains slightly outpace losses;
-- Modest acquisitions annually through the forecast period;
-- No equity issuance through the forecast period.

RATING SENSITIVITIES

Although Fitch views positive rating momentum as unlikely in the
near to medium term, future developments that may, individually or
collectively, lead to positive rating actions include:

-- Increased privatization of the correctional facilities
    industry;
-- An acceleration of market share gains and/or contract wins;
-- Adherence to more conservative financial policies (2x leverage

    target; 4x minimum fixed charge coverage);
-- Increased mortgage lending activity in the private prison
    sector.

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

-- Fitch's projection of leverage sustaining above 3.5x coupled
    with continued fundamental business headwinds. Should
    operating fundamentals improve, indicating current operating
    weakness is more cyclical than secular in nature, leverage
    sustaining above 4.0x would be considered for downward
    pressure on the IDR/Outlook;
-- Increased pressure on per diem rates from customers;
-- Decreasing market share or profitable contract losses;
-- Material political decisions negatively affecting the long-
    term dynamics of the private correctional facilities industry;
-- A holistic change in the Federal government's sentiment
    towards privately operated prisons.

LIQUIDITY

Strong Liquidity Profile: Fitch estimates CXW's sources of
liquidity (unrestricted cash, retained cash flow from operating
activities, and availability on the company's $900 million secured
revolver) cover its uses (debt maturities, development
expenditures, and recurring maintenance capex) by 4.9x which is
strong for the rating. CXW benefits from having just $30 million in
debt maturity payments related to its incremental term loan through
2019.

Fitch viewed positively the company's willingness to protect its
liquidity profile from an unsustainable dividend payout ratio by
reducing its quarterly dividend payment to 42 cents/share from 54
cents/share following the renegotiation of its STFRC contract. The
company reduced the dividend to target an approximate 80% AFFO
payout ratio. Excess cash flow supports prison construction, debt
reduction, and other corporate activities.

FULL LIST OF RATING ACTIONS

Fitch currently rates CoreCivic, Inc.:

-- IDR 'BB+';
-- Senior secured revolving credit facility 'BBB-'/RR1;
-- Senior secured term loan 'BBB-'/RR1;
-- Senior unsecured notes 'BB+'/RR4.


CORECIVIC INC: S&P Rates New $250MM Unsecured Notes 'BB'
--------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB' issue-level
rating, with a '3' recovery rating, to Nashville, Tenn.-based
CoreCivic Inc.'s proposed senior unsecured notes. The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery of principal in the event of a default.
CoreCivic will use the proceeds for general corporate purposes.

S&P said, "Our ratings reflect CoreCivic's position as the largest
private-prison owner and operator in the U.S., its relatively
stable revenue stream, and high barriers to entry. Profitability
has been somewhat pressured this year due to the renegotiation of
the high-margin South Texas Family Residential Center (STFRC)
contract. However, we expect CoreCivic's credit metrics to remain
appropriate for the rating, with debt to EBITDA in the mid- to
high-3x area and funds from operations (FFO) to debt in the mid- to
low-20% area by the end of 2017. We characterize the company's
business risk profile as fair, financial risk profile as
significant, and liquidity as adequate.

"We could lower our ratings if CoreCivic's financial policy becomes
more aggressive or operating performance materially weakens,
resulting in debt to EBITDA rising to and remaining above 4x. We
could raise the ratings if CoreCivic sustains leverage comfortably
below 3x. This is unlikely, however, as the company must distribute
most of its free cash flow to shareholders to Sretain REIT status.
We could also consider raising the ratings if CoreCivic diversifies
its business meaningfully away from owner/operator of detention
centers, which we believe carries inherently more risk than the
own/lease model and the residential re-entry business."

RECOVERY ANALYSIS

The proposed $250 million unsecured senior notes will be issued by
CoreCivic Inc. and guaranteed by all subsidiaries that also
guarantee the senior secured credit facility and the existing
senior notes. These new notes will be pari passu with existing
notes.

S&P said, "Our simulated default scenario contemplates a default in
2022, reflecting a significant decline in revenue and operating
profits from severe pressure on state tax revenues (which results
in significant budget deficits); a reduction in U.S. prison
populations over time; and increased use of probation, parole, and
other alternatives to prison such as electronic monitoring and drug
courts. Generally, contracts can be canceled with advance notice.
Certain terms and conditions could open up contracts to competitors
or allow public prison management to step in.

S&P estimates a gross recovery value of $1.9 billion assuming
emergence net operating income (NOI) of $280 million and a
distressed capitalization rate of 15%.

Recovery assumptions and simplified waterfall:

-- Simulated year of default: 2022

-- Jurisdiction/jurisdiction ranking assessment: U.S./Group A

-- Emergence net operating income/blended capitalization
rate/gross enterprise value (EV): $280 million/15%/$1,858 million

-- Net recovery value after property related and administrative
expenses (5%+5%): $181 million (93+88)

-- Nonobligor value avail. to obligors (collateral + unpledged):
$0

-- Value avail. to first priority debt (collateral + unpledged
share): $1,677 million (1,677+0)

-- Secured first priority claims: $848 million ($900 million
revolver assumed 85% drawn plus $62 million term loan o/s)

-- Remaining value available to unsecured claims: $829 million

-- Estimated senior unsecured notes claim: $1,202 million

    --Recovery range: 50%-70% (rounded estimate: 65%)

Note: All debt amounts include six months of prepetition interest.
Collateral value includes asset pledges from obligors (after
priority claims) plus equity pledges in nonobligors. Cash flow and
asset-based lending (ABL) revolver usage at default is generally
assumed to be 85% and 60%, respectively.

RATINGS LIST

  Ratings Unchanged

  CoreCivic Inc.
   Corporate Credit Rating           BB/Stable/--
   Senior Secured                    BBB-
    Recovery Rating                  1(95%)
   Senior Unsecured                  BB
    Recovery Rating                  3(65%)

  New Rating

  CoreCivic Inc.
   Senior Unsecured                  
   $250 mil sr. notes due 2027       BB
    Recovery Rating                  3(65%)


CTI BIOPHARMA: 8 Directors Elected by Shareholders
--------------------------------------------------
CTI BioPharma Corp. announced results from its annual meeting of
shareholders held on May 16, 2017.  At the Annual Meeting,
shareholders elected Adam R. Craig, M.D., Ph.D., Richard L. Love,
Michael A. Metzger, Philip M. Nudelman, Ph.D., Matthew D. Perry,
Jack W. Singer, M.D., Frederick W. Telling, Ph.D. and Reed V.
Tuckson, M.D., F.A.C.P. to serve on CTI BioPharma's Board of
Directors for the ensuing year.  In addition, the shareholders (i)
approved an amendment to CTI BioPharma's articles of incorporation
to increase the total number of authorized shares, (ii) approved an
CTI BioPharma's 2017 Equity Incentive Plan, (iii) ratified the
selection of Marcum LLP as CTI BioPharma's independent auditors for
the year ending Dec. 31, 2017, (iv) approved, by non-binding
advisory vote, the compensation of CTI BioPharma’s named
executive officers and (v) approved, by non-binding advisory vote,
the holding of advisory votes on executive compensation annually.

CTI BioPharma has filed with the Secretary of State of the State of
Washington an amendment to CTI BioPharma's articles of
incorporation to reflect an increase in authorized shares and
authorized shares of common stock.

                    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 for the year ended Dec. 31, 2016, a net
loss attributable to common shareholders of $122.6 million for the
year ended Dec. 31, 2015, and a net loss attributable to common
shareholders of $95.99 million.  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," said the Company in its quarterly
report for the period ended June 30, 2017.  "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."


D.A.Y. INVESTMENTS: Taps Renee Babcoke as Legal Counsel
-------------------------------------------------------
D.A.Y. Investments, LLC and its affiliates have filed separate
applications seeking approval from the U.S. Bankruptcy Court for
the Northern District of Indiana to hire Renee' Babcoke, Esq., as
their legal counsel.

Ms. Babcoke will provide legal services, including the preparation
of a Chapter 11 plan of reorganization, to D.A.Y. Investments,
Surplus Management Systems LLC, Andy's Truck and Equipment Co.,
Gold Coast Rand Development Corp., and Gary II LLC.

Ms. Babcoke will be paid an hourly fee of $350 for her services.

In a court filing, Ms. Babcoke disclosed that she does not hold or
represent any interest adverse to the Debtors' bankruptcy estates.

Ms. Babcoke maintains an office at:

     Renee' M. Babcoke, Esq.
     Law Office of Renee' M. Babcoke
     425 N. Miami Street
     Miller Beach, IN 46403
     Tel: 219-262-3358
     Email: babcokelaw@gmail.com

                  About D.A.Y. Investments LLC

D.A.Y. Investments LLC, Surplus Management Systems LLC and Gary II,
LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ind. Case Nos. 17-22657, 17-22658 and 17- 22659) on
September 17, 2017.   

On September 18, 2017, Andy's Truck and Equipment Co. filed a
Chapter 11 case (Bankr. N.D. Ind. Case No. 17-22661).  Another
affiliate Gold Coast Rand Development Corp. filed a Chapter 11 case
(Bankr. N.D. Ind. Case No. 17-22677) on September 19, 2017.

D.A.Y. Investments disclosed less than $1 million in assets and
less than $500,000 in liabilities.  Surplus Management estimated $1
million to $10 million in assets, and less than $500,000 in
liabilities.  Gary II listed less than $1 million in assets, and
less than $100,000 in liabilities.  Andy's Truck estimated $1
million to $10 million in assets, and less than $500,000 in
liabilities.  Gold Coast listed less than $500,000 in assets and
less than $100,000 in liabilities.

Judge James R. Ahler presides over the cases.


DALTON OUTDOOR: Wants Interim Use of Cash for October 2017 Expenses
-------------------------------------------------------------------
Dalton Outdoor Services, Inc. files a motion asking the U.S.
Bankruptcy Court for the District of Minnesota to authorize the use
of cash collateral to pay essential operating expenses pending the
final hearing on the Debtor's Motion.

The Court will hold an expedited hearing to consider granting the
Debtor's Motion for the use of cash collateral on October 12, 2017
at 2:00 p.m. Any response to the November 16, 2017 Final Hearing on
the Debtor’s Motion will be filed and served not later than
November 10.

The Debtor has prepared its Projection for October 2017 which
provides total expenses of approximately $71,253.

The Debtor proposes to grant the Internal Revenue Service a
replacement lien in its assets, which replacement lien would have
the same priority, dignity and effect as the pre-petition lien held
by the IRS.

A full-text copy of the Debtor's Motion, dated October 10, 2017, is
available at http://tinyurl.com/yasezhbd

The Debtor is represented by:

           Steven B. Nosek, Esq.
           Yvonne R. Doose, Esq.
           Steven B. Nosek, P.A.
           2855 Anthony Lane South, Suite 201
           St. Anthony, MN 55418
           Phone: (612) 335-9171
           Fax: (612) 789-2109
           E-mail: snosek@noseklawfirm.com
                   ydoose@noseklawfirm.com

                 About Dalton Outdoor Services

Dalton Outdoor Services, Inc., in the business of providing
landscaping and snow removal services, filed a Chapter 11 petition
(Bankr. D. Minn. Case No. 17-33188) on Oct. 9, 2017.  The case is
assigned to Judge Katherine A. Constantine.  The Debtor is
represented by attorneys at Steven B. Nosek, P.A.


DAVID FAIRWEATHER: Trustee Proposes Revere Bank Stocks Private Sale
-------------------------------------------------------------------
Lawrence A. Katz, the chapter 11 trustee for the jointly
administered cases commenced by David Warren Fairweather and Jane
L. Fairweather, asks the U.S. Bankruptcy Court for the District of
Maryland to authorize the private sale of shares of Revere Bank
stock, held by the Debtors individually and as trustees for their
respective family trusts.

Among the assets of the Debtors' estates are certain shares of
stock in Revere Bank.  At the time these Cases were filed, the
Debtors held shares of stock in Monument Bank.  During the pendency
of the Cases, Monument Bank merged into and was survived by Revere
Bank.  

At that time, the Debtor's shares of Monument Bank stock were
converted to Revere Bank stock.  The Revere Stock is held by Mr.
Fairweather individually, the David Fairweather Family Trust, and
the Jane Fairweather Family Trust.

Prior to the commencement of the Cases, the Debtors pledged certain
of their shares of what is now the Revere Stock to Maryland
Financial Bank ("MFB") and Community Bankers' Bank ("CBB") as
security for loans made by MFB and CBB to the Debtors.  Both MFB
and CBB properly perfected their respective security interests in
the Revere Stock by taking possession of the Revere Stock
certificates.

MFB filed its proof of claim in the Cases asserting a claim, as of
the commencement of these Cases, in the amount of $237,210.  CBB
filed its proof of claim in the Cases asserting a claim, as of the
commencement of these Cases, in the amount of $356,394.

The Debtors hold these shares of Stock: (i) David W. Fairweather,
Certificate No. RB.1979, 5,869 stocks, secured by MFB; (ii) Jane
Fairweather as Trustee for the Jane Fairweather Family Trust,
Certificate No. RB.1976, 10,922 stocks, secured by MFB; (iii)
CDavid W. Fairweather as Trustee for the David Fairweather Family
Trust, Certificate No. RB.1973, 15,056 stocks, secured by MFB; (iv)
David W. Fairweather, Certificate No. RB.1978, 44,489 stocks,
secured by CBB; (v) Jane Fairweather as Trustee for the Jane
Fairweather Family Trust, Certificate No. RB.1975, 11,786 stocks,
secured by CBB; (vi) David W. Fairweather as Trustee for the David
Fairweather Family Trust, Certificate No. B.1972, 10,467 stocks,
secured by CBB; (vii) David W. Fairweather, uncertificated, 15,545
stocks, unencumbered; (viii) Jane Fairweather as Trustee for the
Jane Fairweather Family Trust, Certificate No. RB.1977, 5433
stocks, unencumbered; and (ix) David W. Fairweather as Trustee for
the David Fairweather Family Trust, Certificate No. RB.1974, 4,123
stocks, unencumbered.

Because Revere Bank is not a publicly-traded corporation, the
Trustee required the services of a specialized broker to sell the
Revere Stock and maximize value for the Debtors' estates.  On July
7, 2017, the Court entered an order granting the Trustee's
Application to Employ FIG Partners as Broker for the Sale of Revere
Bank Stock.  FIG Partners has specialized knowledge of financial
institutions, is a market-maker in 750 bank and thrift stocks, and
has relationships with 400 institutional investors, as well as a
specialized desk to facilitate trading in bank and thrift shares.

On Sept. 28, 2017, the Court entered the Consent Order which
resolved the Relief from Stay Motions filed by CBB and MFB, through
which CBB and MFB sought to exercise their rights to foreclose
against the Revere Stock.  The Consent Order provides, among other
things, that the Trustee will sell the Revere Stock encumbered by
the liens of CBB and MFB prior to the sale of any unencumbered
stock and only to the extent necessary to satisfy in full the
respective liens of CBB and MFB, that the liens of CBB and MFB will
attach to the proceeds of sale, and that, upon the full and final
satisfaction of the CBB Secured Claim and MFB Secured Claim, the
remaining Encumbered Stock will be delivered to the Trustee or his
agent and be available to fund the Plan.

The Second Amended Joint Chapter 11 Plan of Reorganization (as
Modified) filed by the Trustee is consistent with the Consent Order
and provides for the sale of the Revere Stock to pay the claims of
CBB and MFB in full and to generate additional money to fund the
Plan.

The Trustee asks that the Court authorizes the sale of the Revere
Stock consistent with the terms of the Consent Order, free and
clear of all liens and other interests, including, without
limitation, the liens of CBB and MFB (except that the liens of CBB
and MFB will attach to the proceeds of sale) at such times, in such
amounts, and at such prices as the Trustee, in his reasonable
discretion with the professional advice of FIG Partners, will deem
advantageous and beneficial of the estate.

The Revere Stock will be sold through a private sale to one or more
purchasers, acting through FIG Partners, with the stock encumbered
by the liens of MFB and CBB being sold first, until the secured
claims of MFB and CBB are satisfied.  All prospective purchasers
will tender offers for the Revere Stock through FIG Partners.

The Trustee proposes to pay from the proceeds of the sale normal
closing and disposition costs pursuant his agreement with FIG
Partners.

The Trustee states that the grant of broad discretion in the sale
of the Revere Stock is appropriate and necessary due to the unique
nature of the Revere Stock.  The Revere Stock appeals to a niche
market and as such, has a limited pool of interested buyers.  To
take advantage of rising prices and interested purchasers, the
Trustee must have the ability to act quickly and accept qualified
offers to purchase the Revere Stock in short order, without the
need for Court approval of each transaction.

If the Trustee was required to seek Court approval for each sale of
the Revere Stock, the Trustee may lose prospective purchasers who
were not willing to accept the risk that the price of the Revere
Stock may fall to below the agreed-upon price during the pendency
of the approval process or who were purchasing the Revere Stock for
the purposes of "flipping" it in a short-term trade.  Without the
ability to act quickly, the Trustee's efforts to maximize value for
the benefit of the creditors and estate will be hamstrung.
Accordingly, the Trustee asks the Court to approve the relief
sought.

The Trustee further asks the Court to waive the 14-day stay
provided for in Rule 6004(h) with respect to the sale so that the
Trustee does not lose additional time to take advantage of the
current strong market for Revere Stock.

The Family Trusts:

          THE DAVID W. FAIRWEATHER FAMILY TRUST
          c/o David Fairweather
          4821 Montgomery Lane, Unit 1003
          Bethesda, MD 20814

          THE JANE L. FAIRWEATHER FAMILY TRUST
          c/o Jane Fairweather
          4821 Montgomery Lane, Unit 1003
          Bethesda, MD 20814

                    About the Fairweathers

On May 28, 2014, David Warren Fairweather filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Md. Case No. 14-18615).  Jane L. Fairweather filed a chapter 11
petition (Bankr. D. Md. Case No. 14-20847) on July 8, 2014.  On
Jan. 23, 2015, the Court entered an order providing for the joint
administration of the Debtors' chapter 11 cases (Bankr. D. Md. Case
No. 14-18615 TJC).

On Sept. 9, 2016, the Court directed the U.S. Trustee for Region
Four to appoint a chapter 11 trustee in the cases.  Thereafter, the
U.S. Trustee appointed Lawrence A. Katz as the Trustee for the
Cases.  The Court confirmed Mr. Katz's appointment as Trustee on
Sept. 13, 2016.

The Trustee tapped Hirschler Fleischer PC as counsel.  The Trustee
also tapped FIG Partners as broker.

Counsel for the Trustee can be reached at:

          Stephen E. Leach, Esq.
          HIRSCHLER FLEISCHER PC
          8270 Greensboro Drive, Suite 700
          Tysons Corner, Virginia 22102
          Telephone: (703) 584-8902
          E-mail: sleach@hf-law.com


DELCATH SYSTEMS: Files Prospectus for Units Offering
----------------------------------------------------
Delcath Systems, Inc., filed a Form S-1 registration statement with
the Securities and Exchange Commission in connection with a
proposed offering of units (each unit consisting of one share of
its common stock and one common warrant to purchase one share of
its common stock).  The common warrants contained in the units will
be exercisable immediately and will expire five years from the date
of issuance.  The Company is also offering the shares of its common
stock that are issuable from time to time upon exercise of the
common warrants contained in the units.

Delcath is also offering to each purchaser whose purchase of units
in this offering would otherwise result in the purchaser, together
with its affiliates and certain related parties, beneficially
owning more than 4.99% of the Company's outstanding common stock
immediately following the consummation of this offering, the
opportunity to purchase, if the purchaser so chooses, pre-funded
units (each pre-funded unit consisting of one pre-funded warrant to
purchase one share of its common stock and one common warrant to
purchase one share of its common stock) in lieu of units that would
otherwise result in the purchaser's beneficial ownership exceeding
4.99% of the Company's outstanding common stock (or at the election
of the purchaser, 9.99%).  The purchase price of each pre-funded
unit will equal the price per unit being sold to the public in this
offering minus $0.01, and the exercise price of each pre-funded
warrant included in the pre-funded unit will be $0.01 per share.
This offering also relates to the shares of common stock issuable
upon exercise of any pre-funded warrants contained in the
pre-funded units sold in this offering.  The common warrants
contained in the pre-funded units will be exercisable immediately
and will expire five years from the date of issuance.  The Company
is also offering the shares of its common stock that are issuable
from time to time upon exercise of the common warrants contained in
the pre-funded units.  For each pre-funded unit the Company sells,
the number of units the Company is offering will be decreased on a
one-for-one basis.  Units and the pre-funded units will not be
issued or certificated.  The shares of common stock or pre-funded
warrants, as the case may be, and the common warrants can only be
purchased together in this offering but the securities contained in
the units or pre-funded units will be issued separately.

The Company's common stock is quoted on the OTCQB under the symbol
"DCTH."  The last reported sale price of the Company's common stock
on Oct. 9, 2017, was $0.0566 per share.  There is no established
public trading market for the warrants and the Company does not
expect a market to develop.  In addition, the Company does not
intend to apply for listing of the common warrants or the
pre-funded warrants on any national securities exchange or other
nationally recognized trading system.

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

                     https://is.gd/z0Esni

                    About Delcath Systems

Delcath Systems, Inc. -- http://www.delcath.com/-- is an
interventional oncology Company focused on the treatment of primary
and metastatic liver cancers.  The Company's investigational
product -- Melphalan Hydrochloride for Injection for use with the
Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to
administer high-dose chemotherapy to the liver while controlling
systemic exposure and associated side effects.  In Europe, the
Company's system is in commercial development under the trade name
Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT),
where it has been used at major medical centers to treat a wide
range of cancers of the liver.

The Company has incurred losses since inception.  The Company
anticipates incurring additional losses until such time, if ever,
that it can generate significant sales.  As a result of issuing
$35.0 million in senior secured convertible notes in June 2016 and
assuming the Company is able to effect a reverse stock split as
proposed in its recent consent solicitation statement filed with
the SEC on July 26, 2017, management believes that its capital
resources are adequate to fund operations through the end of 2017.
The Company stated in its quarterly report for the period ended
June 30, 2017, that to the extent additional capital is not
available when needed, the Company may be forced to abandon some or
all of its development and commercialization efforts, which would
have a material adverse effect on the prospects of the business.
Operations of the Company are subject to certain risks and
uncertainties, including, among others, uncertainties and risks
related to clinical research, product development; regulatory
approvals; technology; patents and proprietary rights;
comprehensive government regulations; limited commercial
manufacturing; marketing and sales experience; and dependence on
key personnel.

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

Delcath Systems reported a net loss of $17.97 million on $1.99
million of product revenue for the year ended Dec. 31, 2016,
compared to a net loss of $14.70 million on $1.74 million of
product revenue for the year ended Dec. 31, 2015.  As of June 30,
2017, Delcath had $18.60 million in total assets, $17.73 million in
total liabilities and $867,000 in total stockholders' equity.


DELCATH SYSTEMS: Will Swap Notes for Warrants & Redeem Pref. Shares
-------------------------------------------------------------------
As a result of the lack of requisite approval by Delcath Systems,
Inc.'s stockholders for its proposed reverse stock split, the
parties and the two investors in the 2016 convertible note
placement entered into an amendment to the August restructuring
agreement on Oct. 10, 2017, as follows:

     (i) on the date that the Company does effect a reverse split
of its common stock, (x) it will exchange, pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended, an aggregate
principal amount of those notes equal to $279,015 for new warrants
to purchase an aggregate of 44,642,544 shares of its Common Stock,
and the Company will redeem all the Series C Preferred Shares then
outstanding for a cash payment of $590,000; and

    (ii) upon the initial consummation, on or prior to Dec. 15,
2017, by the Company of the offering contemplated by this
registration statement on Form S-1 the following will occur: (i)
pursuant to Section 3(b) of the Restricted Notes, the Company will
be deemed (as adjusted downward by the Black-Scholes value of the
warrants being issued in this offering) to have automatically, and
irrevocably, adjusted the conversion price to 200% of the purchase
price of a share of the Company's common stock in the offering
contemplated by this registration statement, (ii) the maturity date
(as defined in the notes) will automatically be extended to the
earlier to occur of (x) the first anniversary of the date of
consummation of the offering contemplated by the registration
statement and (y) Dec. 30, 2018, (iii) until the earlier of (x)
this maturity date and (y) the 75th calendar day after the date of
consummation of the offering contemplated by this registration
statement on Form S-1, all installments to be made under the notes
will be deemed automatically deferred with no conversions during
that 75 day period, (iv) the Company agrees to redeem any portion
of the outstanding notes at any time requested by either investor
thereto with $7.3 million in cash to be reduced by $0.6 million to
redeem the Series C Preferred Stock remaining in the restricted
accounts with respect to the 2016 convertible notes and (v) the
conversion floor price on the notes is $0.05 and not subject to
adjustments.

The exercise price for the warrants issued in conjunction with the
amended restructuring agreement is $0.35.  The warrants contain a
cashless exercise provision pursuant to which the warrants may be
exercised for 133,927,632 shares of the Company's common stock on
or after the 75th day subsequent to the date of consummation of
offering hereunder.  On the 136th day subsequent to the date of
consummation of the offering hereunder, there will be a "true up"
with regard to the issuance of shares upon exercise such that the
difference between 133,927,632 shares and the number of shares that
would be issuable if the exercise price were lowered to the average
price per share of the variable weighted average price of our
common stock for the five trading days commencing on the date which
is 76 days after the date of consummation of the offering
hereunder, but not lower than 33% of the variable weighted average
price of a share of the Company's common stock on the 81st date
following the date of consummation of the offering hereunder.  In
lieu of the "true up", on or before the 135th date following the
date of consummation of the offering hereunder, the Company may buy
out that provision for $6,138,349.

                     About Delcath Systems

Delcath Systems, Inc. -- http://www.delcath.com/-- is an
interventional oncology Company focused on the treatment of primary
and metastatic liver cancers.  The Company's investigational
product -- Melphalan Hydrochloride for Injection for use with the
Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to
administer high-dose chemotherapy to the liver while controlling
systemic exposure and associated side effects.  In Europe, the
Company's system is in commercial development under the trade name
Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT),
where it has been used at major medical centers to treat a wide
range of cancers of the liver.

The Company has incurred losses since inception.  The Company
anticipates incurring additional losses until such time, if ever,
that it can generate significant sales.  As a result of issuing
$35.0 million in senior secured convertible notes in June 2016 and
assuming the Company is able to effect a reverse stock split as
proposed in its recent consent solicitation statement filed with
the SEC on July 26, 2017, management believes that its capital
resources are adequate to fund operations through the end of 2017.
The Company stated in its quarterly report for the period ended
June 30, 2017, that to the extent additional capital is not
available when needed, the Company may be forced to abandon some or
all of its development and commercialization efforts, which would
have a material adverse effect on the prospects of the business.
Operations of the Company are subject to certain risks and
uncertainties, including, among others, uncertainties and risks
related to clinical research, product development; regulatory
approvals; technology; patents and proprietary rights;
comprehensive government regulations; limited commercial
manufacturing; marketing and sales experience; and dependence on
key personnel.

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

Delcath Systems reported a net loss of $17.97 million on $1.99
million of product revenue for the year ended Dec. 31, 2016,
compared to a net loss of $14.70 million on $1.74 million of
product revenue for the year ended Dec. 31, 2015.  As of June 30,
2017, Delcath had $18.60 million in total assets, $17.73 million in
total liabilities and $867,000 in total stockholders' equity.


DONALD SZYMIK: Voelker Buying Sioux Falls Property for $192K
------------------------------------------------------------
Donald Victor Szymik and Maureen Kay Szymik ask the U.S. Bankruptcy
Court for the District of South Dakota to authorize the sale of
their interest in Deborah Horan's real property located at 408 N.
Highland Ave., Sioux Falls, South Dakota, legally described as Lot
6, Block 22, Rustic Hills Addition, Minnehaha County, State of
South Dakota, outside the ordinary course of business to Cody and
Amanda Voelker for $192,400.

The Debtors hold a note and mortgage in second position, against
the home owned by their daughter, Horan.  The total amount on the
note and mortgage owed by Horan to them is approximately $104,000.
Horan ultimately received an offer to purchase with contingencies
waiting for the Buyers to sell the house they currently lived in
and a home inspection.  The Buyers did sell their home in short
order, Horan's home did not pass the home inspection.

Horan did negotiate a settlement with the original Buyers, subject
to a reduction in price and with the reduction the contingency on
the home inspection issues was waived.  She accepted an offer to
sell her home to the Buyers.  

From the sale price of $192,400, the broker's fees and sales tax
amount to a reduction of $10,245, (the broker fees were split
between the buyer's broker and the seller's broker).  The pro-rata
share of 2017 real estate taxes are to be paid in the amount of
$2,187, and the second half of 2016 real estate taxes need to be
paid from the closing in the amount of $1,367.  

The 1st mortgage payoff is approximately in the amount of $102,558.
After all closing fees are also deducted the net amount available
to pay the Debtors to remove their mortgage lien will be
approximately $68,000.

The 1st mortgage holder, First Premier Bank, has started a
foreclosure proceeding against Horan due to defaults in mortgage
payments.  Since the Debtors are a party to the lawsuit, having a
secured position as estate property, they've been able to stay the
foreclosure proceeding.  In the event this closing is not held, the
1st mortgage holder has a motion pending asking for relief from
stay to continue the foreclosure proceeding against Horan.

If the foreclosure continues, the Debtors value in the second
mortgage would decline or have no value if the Property is not sold
during the redemption period.  Horan and the Buyers are requesting
an Oct. 20, 2017 closing date.

The Debtors ask that the Court's Order Authorizing the Sale of
Estate Property not be stayed under Federal Bankruptcy Rule
6004(h).

Counsel for the Debtors:

          Clair R. Gerry, Esq.
          GERRY & KULM ASK, PROF. LLC:
          507 West 10th Street
          P.O. Box 966
          Sioux Falls, SD 57101-0966
          Telephone: (605) 336-6400
          Facsimile: (605) 336-6842
          E-mail: gerry@sgsllc.com

Donald Victor Szymik and Maureen Kay Szymik sought Chapter 11
protection (Bankr. D.S.D. Case No. 17-40113) on April 3, 2017.  The
Debtor tapped Clair R. Gerry, Esq., at Gerry & Kulm Ask, Prof., LLC
as counsel.


DUNCANLITE LABORATORY: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Duncanlite Laboratory, Inc.
        1380 East Duncan Drive
        Cottonwood, AZ 86326

Type of Business: Duncanlite Laboratory Inc is a privately-owned
                  dental laboratory business in Cottonwood,
                  Arizona.

Chapter 11 Petition Date: October 13, 2017

Case No.: 17-12220

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

Judge: Hon. Daniel P. Collins

Debtor's Counsel: James F Kahn, Esq.
                  KAHN & AHART, PLLC
                  Bankruptcy Legal Center
                  301 E. Bethany Home Rd., Ste C-195
                  Phoenix, AZ 85012
                  Tel: 602-266-1717
                  Fax: 602-266-2484
                  E-mail: James.Kahn@azbk.biz
                          Krystal.Ahart@azbk.biz

Estimated Assets: $802,990 as of September 30, 2017

Estimated Liabilities: $935,476 as of September 30, 2017

The petition was signed by Linda L. Duncan, secretary-treasurer.

The Debtor failed to include a list of the names and addresses of
its 20 largest unsecured creditors together with the petition.

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

           http://bankrupt.com/misc/azb17-12220.pdf




DURAFIBER TECHNOLOGIES: Files Chapter 7 Petition
------------------------------------------------
Privately-held DuraFiber Technologies (DFT) Operations, formerly
Performance Fibers Operations, and 11 related entities filed for
Chapter 7 protection (Bankr. D. Del. Lead Case No. 17-12148). The
Company, which supplies industrial textile products, is represented
by Domenic E. Pacitti of Klehr Harrison Harvey Branzburg.

BankruptcyData.com recounts that in July 2017, the Company
announced that it was preparing its production facilities in
Salisbury, NC, Shelby, NC and Winnsboro, SC, to be idled if a buyer
was not identified by Sept. 11, 2017.

A corporate release notes that these actions were taken following
"a series of initiatives to lower production costs in response to
increased competition in the textile industry, as well as a
thorough review of strategic alternatives, including potential
asset sales."

DuraFiber Technologies Operations' Chapter 7 petition indicates
assets greater than $100 million.


EDP GROUP: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: EDP Group Inc.
        60 West 57th Street, #20F
        New York, NY 10019

About the Debtor: EDP Group Inc. is a privately held company  
                  categorized under wholesale cosmetics.
                  The Company is a small business debtor as
                  defined in 11 U.S.C. Section 101(51D) whose
                  principal assets are located at 255 Union
                  Street Northvale, NJ 07647.

Chapter 11 Petition Date: October 13, 2017

Case No.: 17-12875

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

Debtor's Counsel: Wayne M. Greenwald, Esq.
                  WAYNE M. GREENWALD, P.C.
                  475 Park Avenue South, 26th Floor
                  New York, NY 10016
                  Tel: (212) 983-1922
                  Fax: (212) 983-1965
                  E-mail: grimlawyers@aol.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Maria Torres, president.

A full-text copy of the petition, along with a list of 16 unsecured
creditors, is
available for free at http://bankrupt.com/misc/nysb17-12875.pdf


ELECTRONIC SERVICE: May Use Cash Collateral Until Dec. 22
---------------------------------------------------------
The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the
District of Connecticut authorized Electronic Service Products
Corporation to continue using cash collateral until Dec. 22, 2017.

A hearing to consider the use of cash collateral will be held on
Dec. 13, 2017, at 10:00 a.m.

As reported by the Troubled Company Reporter on Aug. 9, 2017, the
Court authorized the Debtor to continue using until Sept. 20, 2017,
cash collateral in which PNL Asset Management LP and CTCIC may
assert or have lien.

The Debtor further sought and was able to obtain court permission
to continue using cash collateral until Sept. 27, 2017.

As adequate protection, the Secured Creditor is granted:

     a. a continuing postpetition and security interest in all
prepetition property of the Debtor as it existed on the Petition
Date, of the same type against which the Secured Creditor held
validly protected liens and security
interests as of the Petition Date; and

     b. a continuing post-petition lien in all property acquired by
the Debtor after the Petition Date.  

To the extent the Replacement Liens are insufficient to compensate
the Secured Creditor for any diminution in value of the collateral,
the Secured Creditor will be entitled a super-priority
administrative claim.

Copies of the court orders are available at:

          http://bankrupt.com/misc/ctb17-30704-60.pdf
          http://bankrupt.com/misc/ctb17-30704-63.pdf

               About Electronic Service Products

Founded in 1992, Electronic Service Products Corporation is engaged
in the wholesale distribution of electronic parts and electronic
communications equipment.

Electronic Service Products filed a Chapter 11 petition (Bankr. D.
Conn. Case No. 17-30704) on May 12, 2017.  William Hrubiec, its
president, signed the petition.  The Debtor estimated $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.

The case is assigned to Judge Ann M. Nevins.

The Debtor is represented by William E. Carter, Esq., at the Law
Office of William E. Carter, LLC.


ELO TOUCH: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned new ratings to Elo Touch
Solutions, Inc. with a Corporate Family Rating ("CFR") of B2 and a
Probability of Default Rating ("PDR") of B3-PD. Concurrently,
Moody's assigned a B2 rating to the company's proposed senior
secured first lien credit facilities, comprised of a $150 million
term loan and an undrawn $20 million revolver. The rating action
follows the proposed refinancing of the company's debt structure
with additional proceeds to be used to fund a $13 million dividend
to Elo's shareholders. The ratings outlook is stable.

Moody's assigned the following ratings:

Corporate Family Rating -- B2

Probability of Default Rating -- B3-PD

Senior Secured Revolving Credit Facility expiring 2022 -- B2
(LGD3)

Senior Secured First Lien Term Loan due 2023 -- B2(LGD3)

Outlook is Stable

RATINGS RATIONALE

Elo's B2 CFR is constrained by the company's relatively small
scale, niche end markets, and industry cyclicality as well as its
weak financial performance as a standalone operating entity from
2012 through 2015. The company has demonstrated revenue growth and
improving profitability in fiscal 2016 and 2017, but Elo's ability
to sustain revenue growth by offsetting contraction in legacy touch
screen monitor sales with recent product introductions is
uncertain. Additionally, the potential for debt funded acquisitions
and dividends presents releveraging risk. However, Elo's rating is
supported by the company's strong market presence as a provider of
touchscreen panels and touchscreen computers for diverse end market
applications. The rating is also supported by the company's
moderate leverage of approximately 3x (Moody's adjusted), improving
profitability associated with the implementation of product
standardization and cost savings initiatives, and the expectation
for solid free cash relative to debt.

The B2 ratings for Elo's first lien bank debt, which are consistent
with the CFR, reflect both the borrower's B3-PD PDR and a Loss
Given Default ("LGD") assessment of LGD3.

Elo's adequate liquidity is supported by the company's pro forma
cash balance of approximately $20 million following the completion
of the financing as well as Moody's expectation of free cash flow
generation (before dividends) above 10% of debt over the next 12
months. The company's liquidity is also bolstered by an undrawn $20
million revolving credit facility. Elo's term loan is subject to a
financial covenant based on a maximum leverage ratio which the
company should be comfortably in compliance with over the next
12-18 months.

The stable outlook reflects Moody's expectation that Elo will
generate low-single digit organic revenue growth over the next 12
to 18 months. Sales gains should be principally driven by increased
penetration of the digital signage market as well as ongoing
adoption of recent product introductions for transaction automation
and self-service applications that should offset contraction in
legacy touch screen monitor sales. Concurrently, the realization of
cost synergies should allow the company to generate healthy EBITDA
growth during this period, driving a contraction in leverage
towards the mid 2x level by the end of FY18 (ending Sept).

Factors that Could Lead to an Upgrade

The rating could be upgraded if Elo continues to strengthen its
competitive position and demonstrates a sustained track record of
healthy revenue growth, profitability gains, and free cash flow
generation in conjunction with adherence to a conservative
financial policy.

Factors that Could Lead to a Downgrade

The rating could be downgraded if Elo were to experience a
weakening competitive position, revenue contracts and liquidity
weakens, or the company adopts more aggressive financial policies.

The principal methodology used in these ratings was Diversified
Technology Rating Methodology published in December 2015.

Elo, owned by private equity firm The Gores Group ("Gores"),
produces touchscreen panels and touchscreen computers for diverse
applications including point-of-sale and medical devices,
industrial automation, and airport kiosks.


ELO TOUCH: S&P Assigns 'B+' Corp Credit Rating, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'B+' corporate credit rating to
Milpitas, Calif.-based Elo Touch Solutions Inc. The outlook is
stable.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '3' recovery rating to the company's $170 million
first-lien credit facility, consisting of a $20 million revolving
credit facility due 2022 and a $150 million first-lien term loan
due 2023. The '3' recovery rating indicates our expectation of
meaningful (50%-70%; rounded estimate 50%) recovery in the event of
a default."

"The rating on Elo reflects our view of its narrow product focus in
the fragmented touchscreen solutions industry, the presence of
competitors with significantly larger resources, and significant
concentration in the restaurant and retail end markets," said S&P
Global Ratings credit analyst Geoffrey Wilson. "These factors are
partly offset by its good relationships with distributors and
original equipment manufacturers and its minimal customer
concentration," Mr. Wilson added.

The stable outlook reflects S&P's expectation that the company will
maintain its customer share in the highly fragmented touchscreen
hardware industry.


ESPLANADE HL: Sale of Algonquin Property for $180K Approved
-----------------------------------------------------------
Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized the private sale by
Esplanade HL, LLC ("EHL") and its affiliates of EHL's commercial
real property "outlot" located at 2360 S. Randall Road, Algonquin,
Illinois, with a Kane County Permanent Index Number of
03-06-427-022, to Romano GST Trust and McRoma, LLC for $180,000.

The sale is free and clear of all liens, claims, liabilities, and
encumbrances, with any and all liens, claims, liabilities and
encumbrances to attach to the net proceeds.

The net proceeds of the Sale Transaction will be deposited into
EHL's DIP account, and no such proceeds may be disbursed unless
pursuant to a plan of reorganization or by other further Order of
the Court or consented to by the Bank and the United States
Trustee.

Premier Realty will be paid at Closing in connection with and
pursuant to the Purchase Agreement.  No other broker will be
entitled to a fee arising out of the Sale.

Notwithstanding Rules 6004(h) and 6006(d), the Order will be
effective immediately upon entry and EHL is authorized to close the
transactions contemplated by the Purchase Agreement immediately
upon entry of the Order, subject to the terms of the Purchase
Agreement.

                       About Esplanade HL

Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place,
LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC, each
filed Chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008,
16-33010, 16-33011, 16-33013, and 16-33015, respectively) on Oct.
17, 2016.  The cases are jointly administered under Case No.
16-33008.  The petitions were signed by William Vander Velde III,
sole member and manager.

Big Rock Ranch estimated assets at $500,000 to $1 million and
liabilities at $100,000 to $500,000.

Judge Carol A. Doyle is the case judge.

The Debtors' attorneys are Harold D. Israel, Esq., and Sean P.
Williams, Esq., at Goldstein & McClintock, LLLP.  A&G Realty
Partners, LLC, was engaged as the Debtors' real estate advisors.


EVERGREEN ACQCO: Moody's Lowers CFR to Caa2; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Evergreen AcqCo 1 LP's
Corporate Family Rating to Caa2 from Caa1 and Probability of
Default Rating to Caa3-PD from Caa1-PD. Moody's also downgraded the
ratings on the company's $60 million revolving credit facility and
$715 million term loan to B3 from B2. The ratings outlook is
negative.

The downgrade reflects the heightened risk of a distressed exchange
or other balance sheet restructuring in light of Savers' high
leverage, 2019 maturities and weak free overall liquidity. While
Moody's expects the company's initiatives for improving supply
quality and cost, targeted marketing and continued growth in
on-site donations to result in mid-single-digit earnings growth in
the next 12-18 months, it is unlikely that the company will delever
to levels that will meaningfully reduce the risk of a
restructuring. The two-notch downgrade of the PDR to Caa3-PD and
the bifurcation from the Caa2 CFR reflect Moody's view that the
approaching maturities elevate default risk over the next 18 months
but also that the company's projected leverage level and revenue
and earnings growth would support an above average family
recovery.

Moody's took the following rating actions for Evergreen AcqCo 1
LP:

- Corporate Family Rating, downgraded to Caa2 from Caa1

- Probability of Default Rating, downgraded to Caa3-PD from Caa1-
   PD

- $60 million senior secured revolver, downgraded to B3 (LGD2)
   from B2 (LGD3)

- $715 million ($679 million outstanding) senior secured term  
   loan, downgraded to B3 (LGD2) from B2 (LGD3)

- Negative outlook

RATINGS RATIONALE

Savers' Caa2 CFR reflects the elevated risk of a balance sheet
restructuring or other distressed exchange given the company's weak
overall liquidity and currently untenable capital structure. Over
the next 12-18 months, Moody's projects continued modest negative
annual free cash flow generation despite partial pay-in-kind
interest expense on the unrated $301 million unsecured senior
subordinated notes, and constrained revolver availability due to
limited cushion under the springing covenant. Savers' approximately
30% cumulative decline in consolidated EBITDA since 2013 has been
driven by the translation effect of the strong US dollar on foreign
operations, declines in Savers' recycling business (from items sold
in emerging markets) due to the strong US dollar and increased
competition, decreases in the Apogee stores, and wage growth.
Moody's believes that barring a weaker US dollar, earnings will
remain depressed due to these factors in the next 12-18 months
despite continued solid performance of the core operations.

The company's value is supported by its long-term history of
positive same store sales in the core business particularly in the
Canadian market. The recession-resistant nature of demand for
Savers' offerings and their low fashion risk also support the
rating. Moody's expects mid-single-digit earnings growth in the
next 12-18 months to lead to deleveraging from 7.75 times net
debt/consolidated EBITDA (based on compliance certificate
calculations) as of 2Q 2017 to low-7 times at year-end 2018. This
is equivalent to a reduction from 7.5 times Moody's-adjusted
debt/EBITDA to roughly 7.0 times.

The negative outlook reflects the company's weak liquidity and
approaching maturities.

The ratings could be downgraded if the company does not address its
2019 maturities in a timely and economical manner, if earnings or
liquidity deteriorate, or if Moody's believes the probability of
default is higher or recovery prospects are weaker.

The ratings could be upgraded if Savers addresses its 2019
maturities, reduces leverage and improves liquidity, including a
return to positive free cash flow generation. An upgrade would also
require revenue and earnings growth.

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

Headquartered in Bellevue, Washington, Evergreen AcqCo 1 LP
("Savers") operates roughly 318 for-profit thrift stores in the
United States, Canada, and Australia under the Savers, Value
Village, and Village des Valeurs banners. Revenues for the twelve
months ended July 2017 were approximately $1.2 billion. Since its
July 2012 LBO, Savers has been owned by Leonard Green & Partners,
L.P. and TPG Capital (approximately 44.5% in aggregate, split
evenly between the two) in partnership with Savers' chairman Thomas
Ellison (44.5%), and management and others (11%).


FAIRMOUNT SANTROL: Fitch Affirms B- Long-Term IDR; Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Fairmount Santrol, Inc.'s (Fairmount;
NYSE: FMSA) Long-Term Issuer Default Rating (IDR) at 'B-'. Fitch
has also assigned Fairmount's new ABL credit facility and term loan
'BB-'/'RR1' and 'B+'/'RR2' ratings, respectively.

Fairmount has announced a refinancing plan that includes a new ABL
credit facility maturing in 2022 and term loan maturing in 2024.
The company expects to use approximately $50 million in cash and
$50 million in revolver borrowings, along with the new term loan
proceeds, to refinance the existing term loans due September 2019,
reducing gross debt by approximately $33 million. Management
intends to repay revolver borrowings with free cash flow (FCF). The
new security package bifurcates the collateral of the company, with
the ABL having first priority on the working capital and second
priority on the non-working capital assets. The term loan will have
a first lien on the non-working capital assets and second on the
working capital. This improves the recovery on the revolver
resulting in a 'BB-'/'RR1' (vs. 'B+'/'RR2') rating.

Fitch believes the announced refinancing improves the liquidity and
maturity profiles given the extension of commitments and decreases
gross debt with prospects for further deleveraging via repayment of
the revolver and, subject to leverage thresholds, excess cash flow
sweep.

KEY RATING DRIVERS

Increasing Volumes, Margins: Frac sand volumes and prices have
increased substantially since the downturn in 2015 and 2016, when
demand dropped as E&P drilling budgets were cut and activity was
curtailed. Year-over-year, Fairmount Santrol's frac sand volumes
doubled in the second quarter 2017 to 2.59 million tons sold. While
the drilling of more and longer wells has been a key contributor to
the increase in demand, enhanced completions have also led to a
greater amount of proppant being used on a per lateral foot basis.
Fitch believes that the pace of frac sand loading, on a lateral
foot basis, may be showing signs of slowing, but expects lateral
lengths to continue to increase. The rise in frac sand demand has
expanded Fairmount's margins with gross profit per ton increasing
from about $9.26 in the fourth quarter of 2016 to $21.02 for June
30, 2017. Fitch expects margins will continue to expand in the
third quarter to about $26/ton of frac sand and volumes sold to be
near Fairmount's capacity.

Advantaged Core Mines: Fairmount's Wedron facility is among the
lowest cost northern white sand mines in the industry. The large
Central Illinois mine is advantaged by location relative to other
northern white mines in Wisconsin, where the distance to active
basins, as well as operational benefits from unit train
capabilities, can result in substantial all-in cost savings.
Fairmount is also constructing a new in basin mine in Kermit,
Texas, situated in-between the Delaware and Midland basins,
providing the first in-basin option for Fairmount. The location of
the mine is expected to be a significant benefit for Fairmount, as
logistics costs from the new build location to well sites is
considerably cheaper than from Fairmount's established Voca
facility. Fitch expects the mine will be fully utilized at 3.0
million tons of annual capacity once fully functional in 2018.

The rebound in frac sand also exhibited a change in the demand
profile for mesh grades, with fine sand, 40/70 mesh and 100 mesh
sands, being more in demand than coarse sands. Recent improvements
at Wedron, combined with the new Kermit facility will increase
Fairmount's fine mesh offering to 74% of active capacity and will
allow Fairmount to flex their sand mix with changes in market
demand. The increased capacity of fine mesh, with the added
flexibility to change production mixes, should improve Fairmount's
market competitiveness.

Stable I&R Business: The Industrial & Recreational business segment
is a stable, GDP-like growth business that services multiple end
markets and provides Fairmount with some volumetric and cash flow
profile stability and diversification. The segment has historically
made over $40 million in gross profit and sells 2.3 million to 2.5
million tons annually. The segment has performed well in the first
two quarters, selling 1.28 million tons of silica and contributing
$29 million in gross profit. Fitch expects the business will remain
stable throughout the forecast.

Improving FCF, Leverage Profiles: Fitch's base case projects
Fairmount Santrol will be FCF positive $26 million in 2017,
compared to negative FCF of $31 million in 2016. Increases in price
and volume have helped improve operating cash flows, but the timing
of capital expenditures on the new build Kermit facility cut into
the company's FCF. Fitch's base case forecasts FCF to build
throughout the base case, growing to approximately $70 million and
$119 million in 2018 and 2019, respectively. Leverage is also
expected to improve dramatically to 4.0x by the end of 2017,
improving from 9.8x at June 30, 2017 and 273.7x at the end of 2016.
A full year of opened mine capacity and solid pricing should
increase EBITDA, further reducing forecasted gross leverage to
around 2.7x in 2018.

Extended Maturity Schedule: The refinancing extends the maturity
profile, eliminating near term refinancing risk. The new $700
million term loan due 2024 will be secured by a first priority lien
on non-working capital assets and a second priority lien on working
capital assets. It includes excess cash flow sweeps, but allows a
carvevout for newbuild capital expenditures. Fitch believes the
carveout will allow Fairmount to improve its competitive position
and increase its low cost capacity helping moderate medium-term
cash flow risk. The term loan does not contain any financial
covenants, while the revolver has a minimum fixed charge coverage
of 1.0x if excess availability is less than the greater of 12.5% of
the maximum borrowing base or $10 million.

Cyclical Macro: Sand mining volumes are reliant upon E&P activity,
with a material reduction in activity having a large negative
effect on FMSA and the industry as a whole. Reduction in completion
activities generally causes oversupply of sand which takes some
time to work through as companies liquidate inventory and
rationalize supply, causing margins to be squeezed. There has been
a rapid expansion of in basin Permian mines that are currently in
construction or in the process of being approved, increasing the
potential that some white sand from the
Illinois/Wisconsin/Minnesota area could become uneconomic or out of
favor with E&P companies. Fairmount is better equipped for a
downturn than they were before, with a Permian basin sand option
available that would likely continue to operate through a downturn
and Wedron, which is a relatively low cost option for white sand.
FMSA's balance sheet is also better equipped, with some debt
reduction and pushed out maturities mitigating refinancing risk.

Recovery Rating Assumptions: The recovery analysis assumes
Fairmount Santrol would be considered a going concern in bankruptcy
and that the company would be reorganized rather than liquidated.
Fitch assumes a 10% administration claim.

Fitch's recovery rating assigned to the various debt classes are
based upon assumed going concern EBITDA of $190 million and a going
concern enterprise multiple of 4x. The going concern EBITDA was
estimated to be the level of EBITDA Fairmount would generate
following a deep cyclical downturn. Fairmount's growing local sand
capabilities and ability to flex production to demand changes in
both size and type of sand is viewed as important in achieving the
assumed post-emergence EBITDA. The multiple considers recent market
transactions and accounts for the uncertainty of cash flows due to
the underlying commodity.

The secured revolving credit facility is assumed to be half drawn,
reflecting a reduced borrowing base at the point of default. The
$10 million revenue bond is considered super senior by Fitch, and
is first in the recovery waterfall. The credit facility is next,
per Fitch's recovery criteria for well-structured ABL facilities,
and is assumed to recover 100% for a 'BB-'/'RR1' rating. The term
loan recovery is second to the credit facility due to the credit
facility's first lien on working capital. The term loan is expected
to recover at the 'B+'/'RR2' level.

DERIVATION SUMMARY

Fairmount Santrol's ratings are supported by its market position as
one of the largest frac sand miners with advantaged facilities that
provide operational and logistical advantages compared to peers.
Fairmount will have approximately 15.6 million tons of annual frac
sand production capacity after they complete their Kermit, Texas
facility in 2Q 2018, making them one of the largest producers in
the U.S. Peer company U.S. Silica Holdings Inc. also has frac sand
mines under construction, and will have approximately 20 million
tons of capacity by the end of 2018. Hi-Crush Partners LP and Smart
Sands Inc. are smaller than Fairmount at 13.4 million tons and 5.5
million tons of capacity, respectively. Other supporting factors
include Fairmount's industrial and recreational silica business
that provides volume and cash flow stability and diversification
from the more volatile frac sand market. Offsetting factors include
the susceptibility of the industry to boom and busts cycles that
severely impact the industry's ability to operate profitably in the
trough. Leverage compared to peers is also higher, with 6/30/2017
debt/EBITDA of 9.8x for Fairmount, 6.5x for Hi-Crush Partners LP,
and 3.8x for U.S. Silica Holdings Inc.

While U.S. Silica and Hi-Crush have moved into last-mile logistical
services that truck the sand from either the nearby mine or the
transloading station and provide advantages at the well site
including reduced demurrages, Fairmount has not entered this end
market, instead using excess cash to improve operations and reduce
debt. The expected FCF profile following the completion of the
Kermit mine should allow for additional deleveraging.

KEY ASSUMPTIONS

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

-- Increased production and margin in 2017 for frac sand, at
    around 10 million tons and $21.5/ton sold, respectively;

-- Tons increase in 2018, consistent with Fitch's current oil
    price deck assumptions, based upon a higher rig count, as rigs

    were being added in 2017, and more tons of sand/well;

-- Total capital expenditures of about $230 million over 2017 and

    2018, accounting for Fairmount's expected new build
    construction costs;

-- Debt repayments as scheduled, paying off the ABL draw and some

    excess cash flow repayments. Remaining fee cash flow remains
    on the balance sheet.

RATING SENSITIVITIES

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

-- Gross debt balance of $600 million or less or a sustained
    gross debt/EBITDA below 2.5x to 3.0x;

-- Reduced customer concentration or counter party risk;

-- Material increase in FCF resulting from continued improvement
    in gross margins;

-- Value chain integration that leads to margin expansion and
    cash flow diversification.

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

-- Material reduction in U.S. drilling and E&P capex leading to a

    reduction in completion activities;

-- Interest coverage ratio at or below 1.0x for a sustained
    period of time;

-- Liquidity below $100 million, which is enough to cover debt
    servicing and a year of normalized capital expenditures.

LIQUIDITY

Adequate Liquidity: Liquidity is adequate for Fairmount Santrol,
who will use about $50 million in cash and $50 million in revolver
borrowings, in addition to the new term loan proceeds, to pay down
the remaining balance of the 2019 term loans. Pro forma June 30,
2017, the company will have approximately $129 million in cash and
about $75 million of availability on the new $125 million ABL
revolver due 2022 based on management's estimates.

The credit facility's borrowing base is determined by the sum of
85% of accounts receivable, plus either 50% of inventory or the
lesser of 70% of inventory or 85% of the liquidation value of
inventory.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

Fairmount Santrol Inc.
-- Senior Secured ABL Credit Facility at 'BB-'/'RR1'
-- Senior Secured Term Loan at 'B+'/'RR2'

Fitch has affirmed the following ratings:

Fairmount Santrol Inc.
-- Long-Term IDR at 'B-';
-- 1st Lien Secured Credit Facility at 'B+'/'RR2';
-- 1st Lien Secured Term Loan at 'B+'/'RR2';

Fairmount Santrol Holdings Inc.
-- Long-Term IDR at 'B-';

The Rating Outlook remains Stable.


FAIRMOUNT SANTROL: S&P Rates New $700MM Sr. Sec. Term Loan B 'B-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to
Chesterland, Ohio-based sand producer Fairmount Santrol Inc.'s
proposed $700 million seven-year senior secured term loan B. The
recovery rating on the term loan is '3', indicating S&P's
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default. The company is also
signing a new $125 million five-year asset-based lending (ABL)
revolving facility agreement (unrated).

S&P views the proposed transaction as credit neutral. The company
will use the proceeds of the new term loan, alongside $50 million
drawn down under the ABL facility, toward paying down its existing
term loans.

S&P's 'B-' corporate credit rating is unchanged. The outlook is
stable.

RECOVERY ANALYSIS

Key analytical factors

-- S&P's recovery analysis assumes a capital structure that
includes a $125 million ABL revolving credit facility due 2022 (not
rated), the proposed $700 million senior secured term loan B due
2024, and $10 million Wisconsin Industrial Revenue Bond (not
rated).

-- S&P' recovery analysis assumes that 60% of the company's ABL
facility would be drawn at default.

-- S&P's simulated default scenario contemplates a default
occurring in 2019, in the wake of a protracted deterioration in oil
and gas exploration and drilling activity, leading to material
shrinkage in demand for hydraulic fracturing sand and depressed
prices. Given this scenario, margins would shrink and the company
would have to fund debt service and other obligations with
available cash and, to the extent available, ABL facility
borrowings.

-- S&P estimates a gross recovery value of approximately $555
million, assuming an emergence EBITDA of $111 million and an EBITDA
multiple of 5x, which is in line with other companies in the metals
and mining upstream sector.

-- S&P assigned a recovery rating of '3' to the proposed senior
secured term loan B, reflecting S&P's expectation of meaningful
(50%-70%; rounded estimate: 60%) recovery prospects in the event of
a payment default.

Simulated default and valuation assumptions

-- Simulated year of default: 2019
-- EBITDA at emergence*: $111 mil.
-- Implied enterprise value multiple: 5x
-- Gross enterprise value: $555 mil.

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $527
mil.
-- Estimated priority claims (ABL facility): $76 mil.
-- Total collateral value available for senior secured claims:
$451 mil.

-- Estimated senior secured claims: $729 bil.
-- Senior secured debt recovery rating: 50%-70% (rounded estimate:
60%)
-- Senior secured debt rating: 'B-'

* Calculation of EBITDA at emergence: $111 million (assumed
amortization and interest due in default year: $66 million; minimum
capital expenditure assumption: $18 million; cyclicality
adjustment: $13 million; operational adjustment: $14 million).

Note: Estimated claim amounts include about six months' accrued but
unpaid
interest.

Ratings List

  Fairmount Santrol Inc.
   Corporate Credit Rating                     B-/Stable/--

  New Rating
  Fairmount Santrol Inc.
   $700 mil secured term loan B due 2024       B-
    Recovery Rating                            3(60%)


FINTUBE LLC: Byron & Cincinnati Industl. Buying Equipment for $415K
-------------------------------------------------------------------
Fintube, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Oklahoma to authorize the Asset Purchase Agreement with
Byron Bowling Auctioneers, Inc. and Cincinnati Industrial
Auctioneers, Inc., in connection wit the sale of equipment for
$415,000, subject to overbid.

The Property of the Estate includes machinery and equipment,
tooling, shop and support equipment of Kentube Engineering Products
(a trade name for a portion of the Debtor's business) including
related tooling packages, any and all computer hardware and
software and mechanisms used to operate the software associated
with the equipment and miscellaneous contents of the building
("Equipment").  For the purpose of clarity, the Equipment does not
include intellectual property of the Debtor, other than software
associated with and used to operate the Equipment, or accounts
receivable.  The Equipment is surplus, not in use and not necessary
for the reorganization of the Debtor.

The Court approved ClearRidge, LLC marketed the property of the
Estate for sale, including solicitation and evaluation of offers,
presenting offers to the Debtor, and closing any approved offers.
Pursuant to such engagement, ClearRidge solicited offers for the
Equipment to approximately 170 prospects nationally, known to be
involved in the industry, including dealers, brokers and
manufacturers, known to possibly have some interest in the
Equipment.

The highest and best offer for the Equipment was obtained from the
Buyers.  The offer is set forth specifically in the APA.  The APA
generally provides for the Equipment to be sold to the Buyers for
the cash purchase price of $415,000, free and clear of any liens,
claims, encumbrances and interests, to be paid at closing.  

After the sale, the Buyers will conduct an auction of the Equipment
at the Debtor's premises at 439 W 41st St., Tulsa, Oklahoma, for
the Buyers' own account on the terms described in the APA.  The
sale will be "as is, where is" without warranties of any kind,
express or implied except as to title.

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

     http://bankrupt.com/misc/Fintube_LLC_131_Sales.pdf

The ClearRidge retention to serve as marketing agent of the Debtor
provides for ClearRidge to be compensated for its marketing efforts
solely by a success fee, subject to Court approval, equal to 4% of
the gross sale proceeds to the Debtor, and for such Success Fee to
be paid at the closing of a sale.

BOKF, N.A. holds a claim against the Debtor secured by the
Equipment and is the only creditor holding a claim secured by the
Equipment.  BOKF consents to the sale provided that its liens and
interests attach to the proceeds of the sale, excepting any
commission or success fee approved by the Court to be paid to
ClearRidge from the sale proceeds.

The Debtor and ClearRidge believe the sale of the Equipment to the
Buyers on the terms and conditions of the APA to be in the best
interests of the Estate and the creditors.  The purchase price is
reflective of the market and is a fair value consistent with
appraisals, book values and the Debtor's opinion of value and is
the highest and best offer received by ClearRidge after thorough
marketing of the Equipment.  The sale of the Equipment and the
subsequent removal thereof from the Debtor's premises after the
Auction, will enable it to vacate the premises wherein the
Equipment is stored and terminate its ongoing lease and maintenance
expenses of the premises which run approximately $55,000 per month.
Accordingly, the Debtor asks the Court to approve the relief
requested.

The Purchasers:

          MYRON BOWLING AUCTIONEERS, INC. and
          CINCINNATI INDUSTRIAL AUCTIONEERS, INC.
          Myron C. Bowling, President
          3901 Kraus Lane
          Hamilton, OH 45014

                        About Fintube LLC

Fintube, LLC, is a Delaware limited liability company engaged in
the business of engineering and manufacturing welded, extended
surface tubing and designing and fabricating heat recovery systems
for a worldwide market.  The Company has been in business for over
50 years.  Its primary facilities are located in Tulsa, Oklahoma.

Fintube filed a Chapter 11 petition (Bankr. N.D. Okla. Case No.
17-11274) on June 27, 2017.  The Debtor hired Doerner, Saunders,
Daniel & Anderson, L.L.P. as legal counsel; ClearRidge LLC as
financial advisor; and Bruce Jones, managing director of
ClearRidge, as chief restructuring officer.

On July 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  No trustee or examiner
has been appointed.  The committee hired Crowe & Dunlevy, PC, as
counsel.


FIRST CAPITAL: Asks Court to Authorize Cash Collateral Use
----------------------------------------------------------
First Capital Retail, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of California to authorize the use of cash
collateral for the payment of the operating expenses as set forth
in the Budget.

The Debtor intends to use the income generated by Debtor's business
transactions. The Debtor operates fourteen retail franchise
locations throughout California, and these retail franchises
include Focus Brands such as Auntie Anne's, Cinnabon and Mrs.
Fields.

The Debtor asserts that in order to continue its retail business,
it must be able to pay its employees, post-petition franchise
royalties and costs, and costs of goods. And to pay for these
expenses, the Debtor needs to be able to use the cash generated
from its retail sales. The Debtor believes that this careful
utilization of cash collateral will work directly to safeguard
Debtor's primary source of income and thus foster Debtor’s
ability to reorganize in accordance with Chapter 11 of the Code.

The Debtor claims that Byline Bank, successor by merger to
Ridgestone Bank, holds two Promissory Notes with principal balance
amounts as of the Petition Date of approximately $1,999,732 and
$171,177. The Notes are secured by the Debtor's personal property.

The Debtor was previously owned and operated by Suneet Singal. On
February 23, 2017, Mr. Singal entered into a contractual agreement
to sell his membership interest of First Capital Retail, LLC to
Rameshwar Prasad. Thereafter, Mr. Singal, without the consent and
authorization of Mr. Prasad leveraged the Debtor assets by securing
four factoring loans against Debtor’s future receivables from
these entities: ESBF California, LLC, Global Merchant Cash,
YellowStone Capital West LLC, and World Global Financing.

The Debtor intends to deposit all Cash Collateral heretofore
collected and in the possession or under the control of the Debtor
into the Debtor-in-Possession bank account held at Wells Fargo
Bank.

The Debtor proposes to remit to ByLine Bank monthly adequate
protection payments of interest only payments on both Notes in the
total amount of $11,033, such payments to be retroactive to the
Petition Date. ByLine Bank will also be granted a valid, duly
perfected, enforceable and non-avoidable replacement lien and
security interest of the same priority in all post-petition cash
collateral.

However, the Debtor will not be paying any adequate protection
payments to the Factoring Loans. Instead, all excess funds will be
set-aside in a DIP account, which the Debtor will not use without
further permission from Creditors or the Court. The Debtor asserts
that no adequate protection payment is required because Factoring
Loans are adequately protected by their security interest in
Debtor's cash on hand, inventory, all assets -- equipment and
fixtures, the value of which is estimated at $15,953,122 as of
Petition Date. Therefore, the Debtor contends that Factoring Loans
are far over-secured, and believes that the value of the collateral
will not be diminishing during this case.

A full-text copy of the Debtor's Motion, dated October 6, 2017, is
available at http://tinyurl.com/yd4v29e6

                   About First Capital Retail

Based in Rancho Cordova, California, First Capital Retail, LLC is
into management of companies and enterprises.

First Capital Retail sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-26125) on Sept. 14,
2017.  Rameshwar Prasad, managing member, signed the petition.

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

Judge Michael S. McManus presides over the case.

The Debtor is represented by Gabriel E. Liberman, Esq. at the Law
Offices of Gabriel Liberman, APC.

No request has been made for the appointment of a trustee or
examiner, and no official committees have been appointed in this
case.


FOCUS LEARNING: Fitch Assigns 'D' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed its 'C' rating on the following bonds
issued on behalf of the charter school, FOCUS Learning Academy,
Inc., Texas (Focus) by the Beasley Higher Education Finance
Corporation:

-- $8.8 million education revenue bonds series 2011A and 2011B.

In addition, Fitch has assigned an Issuer Default Rating (IDR) of
'D' to FOCUS Learning Academy, Inc., Texas.

SECURITY

The revenue bonds are secured by a pledge of Focus' gross revenues,
a cash-funded debt service reserve and a mortgage on property and
facilities.

KEY RATING DRIVERS

CESSATION OF CHARTER SCHOOL OPERATIONS: The assignment of the 'D'
IDR reflects FOCUS Learning Academy, Inc., Texas' surrender of its
operating charter to its authorizer (the Texas Education Agency). A
notice pertaining to the charter school's closure was made to
series 2011 A and B bondholders by the trustee on Aug. 31, 2017.

AFFIRM SECURITY RATING: The affirmation of the series 2011 A and B
bonds at 'C' indicates that default appears inevitable absent
timely third-party intervention to support debt service payments.
The 'C' rating incorporates security provided by a trustee-held
Bond Debt Service Reserve Fund. Funds in this account appear
sufficient to fund debt service through the Feb. 15 and Aug. 15,
2018 payment dates. Fitch understands there are discussions
underway with bondholders regarding a forbearance agreement.

RATING SENSITIVITIES

'D' IDR: The IDR has reached the lowest level on Fitch's rating
scale given FOCUS Learning Academy, Inc. is no longer operational.
The definition of a 'D' rating includes "a issuer that in Fitch's
opinion has entered into bankruptcy filings, administration,
receivership, liquidation or other formal winding-up procedures or
that has otherwise ceased business."

SECURITY-SPECIFIC RATING: Failure to make payment of principal/and
or interest under the contractual terms of the series 2011 A and B
bonds will result in downgrade to a rating of 'D'.


FOSTER ENTERPRISES: Taps Dykema Gossett as Legal Counsel
--------------------------------------------------------
Foster Enterprises seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to employ Dykema Gossett LLP to, among other
things, give legal advice regarding its duties under the Bankruptcy
Code; assist in obtaining approval for any financing deal; and
prepare a plan of reorganization.

The firm's standard hourly rates range from $285 to $735 for
attorneys and from $230 to $285 for paralegals.

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

The firm can be reached through:

     Gregory K. Jones, Esq.
     Dykema Gossett LLP
     333 South Grand Avenue, Suite 2100
     Los Angeles, CA 90071
     Tel: (213) 457-1800
     Fax: (213) 457-1850
     Email: gjones@dykema.com

                    About Foster Enterprises

Foster Enterprises is a trucking company in Ontario, California.
The principal business address of the Debtor is 13610 S. Archibald
Avenue, Ontario, San Bernardino County, California.

The Debtor sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
17-15749) on July 10, 2017, estimating assets and liabilities at $1
million to $10 million.  The petition was signed by Jeffery Foster,
general partner.

The case is jointly administered with the Chapter 11 case of Howard
Dean and Anna Mae Foster (Bankr. C.D. Cal. Case No. 17-15915) filed
on July 10, 2017.   Ms. Foster is a general partner in Debtor.

The cases are assigned to Judge Scott C. Clarkson.

The Fosters are represented by Dean G. Rallis, Jr., Esq., at Angin,
Flewelling, Rasmussen, Campbell & Trytten LLP.


FREEDOM HOLDING: Awards 4.26M Shares to 18 Employees
----------------------------------------------------
Freedom Holding Corp. has awarded restricted stock grants and
nonqualified stock options totaling 4,260,000 shares of its common
stock to 18 employees of the Company and its subsidiaries,
including one officer of the Company.  The restricted stock grants
and nonqualified stock options were awarded under the Freedom
Holding Corp. 2018 Equity Incentive Plan and pursuant to an
effective registration statement on Form S-8 filed by the Company
with the Securities and Exchange Commission on Oct. 5, 2017.

The Company awarded restricted stock grants totaling 3,900,000
shares of its common stock to 16 employees and awarded nonqualified
stock options to purchase an aggregate of 360,000 shares of its
common stock to two employees.  Of the shares awarded pursuant to
the restricted stock grant awards, 1,200,000 shares are subject to
two-year vesting conditions and 2,700,000 shares are subject to
three-year vesting conditions.  All of the nonqualified stock
options are subject to three-year vesting conditions.  The
restricted stock grants subject to two-year vesting vest one-half
on the first anniversary of the date of grant and one-half on the
second anniversary of the date of grant. The restricted stock
grants subject to three-year vesting and the nonqualified stock
options vest one-third on each of the first three anniversaries of
the date of grant.  The restricted stock grants were awarded
pursuant to Restricted Stock Grant Award Agreements and the
nonqualified stock option awards were awarded pursuant to
Nonqualified Stock Option Agreements.

Vesting of the restricted stock grants is contingent upon continued
employment with the Company through the vesting term except in the
event of death, disability, a change in control of the Company or
termination of employment by the Company not for cause, as defined
in the Stock Grant Agreement.  If the employee's employment
terminates as a result of death, disability, a change in control of
the Company or termination by the Company not for cause, any
unvested shares shall vest upon the occurrence of such event.  If
employment terminates for any other reason, any shares that have
not vested as of the date employee's employment terminates will be
canceled.  During the vesting period, the employee will be entitled
to vote and receive dividends on the shares underlying the
restricted stock grant, provided, however, that dividend payments
on unvested shares will be held in custody by the Company and
subject to the same restrictions that apply to the unvested shares.
The shares underlying the restricted stock grants will not be
delivered to the employee until they vest.

The nonqualified stock options have an exercise price of $1.98. Any
unexercised portion of a vested stock option will terminate and
become null and void.

Evgeniy Ler, the Company's chief financial officer received a
restricted stock grant of 70,000 shares.  The restricted stock
grant to Mr. Ler is subject to the two-year vesting period.  Mr.
Ler is the only officer or director of the Company to receive an
award.

                     About Freedom Holding

Freedom Holding Corp., formerly known as BMB Munai, Inc., is
engaged in oil and natural gas exploration and production through
Emir Oil LLP, which was sold to a third party entity in 2011.  The
Company has been focused on satisfying its post-closing
undertakings in connection with the sale of Emir Oil, winding down
its operations in Kazakhstan and exploring oil and gas
opportunities.

BMB Munai reported a net loss of $578,139 for the year ended March
31, 2017, a net loss of $491,999 for the year ended March 31, 2016,
and a net loss of $138,634 for the period from Aug. 25, 2014, to
March 31, 2015.  As of June 30, 2017, BMB Munai had $164.6 million
in total assets, $106.6 million in total liabilities and $58.01
million in total stockholders' equity.


GABRIELE JASPER: Taps Guarino & Co. as Legal Counsel
----------------------------------------------------
Gabriele Jasper MD, PC seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire legal counsel in
connection with its Chapter 11 case.

The Debtor proposes to employ Guarino & Co. Law Firm, LLC to assist
in the preparation of a plan of reorganization and provide other
legal services related to its Chapter 11 case.

The firm will charge an hourly fee of $250 for its services.

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

The firm can be reached through:

     Philip L. Guarino, Esq.
     Guarino & Co. Law Firm, LLC
     26 Park Street, Suite 2057
     Montclair, NJ 07042
     Email: guarinolaw@gmail.com
     Email: pguarino2@gmail.com

                  About Gabriele Jasper MD PC

Gabriele Jasper MD, PC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 17-20757) on May 25, 2017.

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

Judge Christine M. Gravelle presides over the case.


GALATIANS ENTERPRISES: Tri-State Bank Seeks to Bar Cash Use
-----------------------------------------------------------
Tri-State Bank of Memphis asks the U.S. Bankruptcy Court for the
Western District of Tennessee for an order prohibiting debtor
Galatians Enterprises, Inc., from further use of cash collateral
and/or requiring the Debtor to segregate cash collateral and
account therefor.

At a minimum, Tri-State Bank requests that such accounting should
include Debtor's last full fiscal year and the current calendar
year through the date such accounting is submitted.  

Tri-State Bank has a secured claim, secured by a Deed of Trust that
provides a first mortgage lien in the real Property and
improvements at 423-425 W. Peebles Rd, Memphis, TN. Said
indebtedness is also secured by an Assignment of Leases and Rents.

Tri-State Bank believes that the Debtor has leased to a third
party, Trinity Community Coalition Outreach, Inc., all or part of
the Property since April 15, 2015, and continuing through the
present.  However, the Debtor has failed to disclose such lease on
its Schedule (Executory Contracts and Unexpired Leases), as well as
any prior income from such lease in the Debtor's Statement of
Financial Affairs.

Tri-State Bank asserts that any rents received by the Debtor
pursuant to the aforesaid lease constitute cash collateral, in
which Tri-State has an interest. Tri-State tells the Court that it
has not consented to Debtor's use of such cash collateral, and
thus, the Debtor is not currently authorized to use such cash
collateral.

Tri-State Bank of Memphis is represented by:

         Elijah Noel, Jr., Esq.
         HARRIS SHELTON HANOVER WALSH, PLLC
         2700 One Commerce Square
         Memphis, Tennessee 38103
         Telephone: (901) 525-1455

                   About Galatians Enterprises

Galatians Enterprises, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 17-26959) on Aug.
9, 2017.  The petition was signed by Linda Segrest, secretary.  At
the time of the filing, the Debtor estimated $500,000 to $1 million
in assets and $100,000 to $500,000 in liabilities.  Judge David S.
Kennedy presides over the case.  Brian M. Glass, Esq., at a Stokes
& Glass, PLLC, serves as counsel to the Debtor.


GARLAND FIDELITY: Oct. 30 Plan Confirmation Hearing
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
conditionally approved Garland Fidelity Services, LLC's disclosure
statement dated Sept. 21, 2017, referring to the Debtor's plan of
reorganization.

A hearing to consider the final approval of the Disclosure
Statement and confirmation of the Plan will be held on Oct. 30,
2017, at 1:30 p.m.

Objections to the Disclosure Statement and plan confirmation must
be filed by Oct. 26, 2017.

Written acceptances or rejections of the Plan in the form of a
ballot must be filed by Oct. 26, 2017.

As reported by the Troubled Company Reporter on Oct. 3, 2017, the
Debtor filed with the Court the Disclosure Statement for its plan
of reorganization, dated Sept. 21, 2017, which proposes to
restructure the Debtor's current indebtedness and continue its
operations to provide a dividend to its unsecured creditors.

                About Garland Fidelity Services

Based in Garland, Texas, Garland Fidelity Services, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Texas Case No. 17-31105) on March 28, 2017.  The case is assigned
to Judge Harlin DeWayne Hale.

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


GASTAR EXPLORATION: Updates Q3 & Full Year 2017 Production Guidance
-------------------------------------------------------------------
Gastar Exploration Inc. updated its guidance for third quarter and
full year 2017 production.

Gastar expects to report third quarter 2017 production in the range
of 6,100-6,300 barrels of oil equivalent ("Boe") per day ("Boe/d"),
down from prior disclosed guidance of 6,300-6,800 Boe/d, and full
year 2017 production in the range of 6,000-6,400 Boe/d, down from
prior disclosed guidance of 6,200-6,800 Boe/d, with no change in
liquids percentage guidance for either period.  The change in
production guidance is the result of operational challenges that
Gastar believes have been resolved.  

J. Russell Porter, Gastar's president and CEO, commented, "We
continue to be pleased with recent results that our new COO and his
team have produced and look forward to a more comprehensive
operational update on our third quarter earnings call."

                       Hedging Activity

Over the last month, Gastar has continued to add to its crude oil
hedge position through year-end 2017 and 2018.  A table of crude
derivative transactions that were outstanding with the associated
notional volumes and weighted average underlying hedge prices as of
Sept. 30, 2017, is available for free at https://is.gd/vamvCM

There were no recent changes in the Company's gas hedging
positions.

                   About Gastar Exploration

Houston, Texas-based Gastar Exploration Inc. --
http://www.gastar.com/-- is a pure play Mid-Continent independent
energy company engaged in the exploration, development and
production of oil, condensate, natural gas and natural gas liquids.
Gastar's principal business activities include the identification,
acquisition and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays.  Gastar holds a concentrated acreage
position in what is believed to be the core of the STACK Play, an
area of central Oklahoma which is home to multiple oil and natural
gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford
and Hunton formations.

Gastar reported a net loss attributable to common stockholders of
$103.5 million on $58.25 million of total revenues for the year
ended Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $474.0 million on $107.3 million of total revenues
for the year ended Dec. 31, 2015.  

As of June 30, 2017, Gastar had $371.3 million in total assets,
$380.4 million in total liabilities and a total stockholders'
deficit of $9.06 million.

                          *     *     *

In March 2017, S&P Global Ratings affirmed its 'CCC-' corporate
credit rating, with a negative outlook, on Gastar Exploration.
Subsequently, S&P withdrew all its ratings on Gastar at the
issuer's request.

In April 2017, Moody's Investors Service withdrew all assigned
ratings for Gastar Exploration, including the 'Caa3' Corporate
Family Rating, following the elimination of all of its rated debt.


GREEN TERRACE: Trustee Taps Furr & Cohen as Legal Counsel
---------------------------------------------------------
The Chapter 11 trustee for Green Terrace Condominium Association,
Inc. seeks approval from the U.S. Bankruptcy Court for the Southern
District of Florida to hire his own firm as legal counsel.

Robert Furr, the bankruptcy trustee, proposes to employ Furr &
Cohen P.A. to give legal advice regarding the administration of the
Debtor's bankruptcy estate.

The firm does not represent any interest adverse to the estate, and
is a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.

Furr & Cohen can be reached through:

     Alvin S. Goldstein, Esq.
     Furr & Cohen P.A.
     2255 Glades Road, Suite 337W
     Boca Raton, FL 33431
     Phone: (561) 395-0500

                About Green Terrace Condominium

Green Terrace Condominium Association, Inc., based in West Palm
Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-19188) on July 21, 2017.  In its petition, the Debtor estimated
less than $500,000 in assets and $1 million to $10 million in
liabilities.  The petition was signed by Kolman Kenigsberg as
receiver for the Debtor.

Judge Paul G. Hyman, Jr., presides over the case. Eric A. Rosen,
Esq., at Fowler White Burnett, P.A., serves as bankruptcy counsel.
The Debtor employed Davenport Property Management as property
manager.

The Office of the U.S. Trustee appointed Robert C. Furr as Chapter
11 trustee.

The Debtor's list of 16 unsecured creditors is available for free
at:

         http://bankrupt.com/misc/flsb17-19188.pdf


GREENHUNTER RESOURCES: Plan Declared Effective on Oct. 2
--------------------------------------------------------
BankruptcyData.com reported that GreenHunter Resources' Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The U.S. Bankruptcy Court confirmed the Plan on
August 4, 2017.  BankruptcyData's Plan Summary notes, "Unsecured
Claims will be reviewed by the Liquidating Trustee and are subject
to objection by him. Each holder of an Allowed Unsecured Claim
shall receive in full satisfaction, settlement, and release of and
in exchange for such Allowed Claim, such holder's Pro Rata Share of
cash distributed by the Liquidating Trust to the holders of Allowed
Unsecured Claims after payment in full of holders of Administrative
Claims and Claims in Classes 1–5 as well as the cost of
administration of the Trust. All Equity Interests in the Debtors
shall be cancelled, voided, and of no further force or effect
whatsoever.  No distributions will be made on account of any Equity
Interest in the Debtors." Documents filed with the Court explain,
"The Effective Date of the Plan is October 2, 2017.  For purposes
of calculating all filing and other deadlines in the Plan and
Confirmation Order determined by reference to the Effective Date,
such time periods are deemed to have commenced from the date of
service of the Notice of Effective Date which is October 6, 2017.
The administrative claim bar date is November 20, 2017.  The
rejection claim bar date is November 6, 2017. The bar date for
filing objections to claims is March 28, 2018."

                 About GreenHunter Resources

GreenHunter Resources, Inc., and 12 of its affiliates, providers of
water management services, each filed a Chapter 11 petition (Bankr.
N.D. Tex. Lead Case No. 16-40956) on March 1, 2016.  Kirk J.
Trosclair, the executive vice president and chief operating
officer, signed the petitions.  The Debtors disclosed total assets
of $36.29 million and total debt of $29.05 million, including$6
million in unsecured debt.  Judge Russell F. Nelms is the case
judge.  Singer & Levick, P.C., serves as the Debtors' counsel.


HARRINGTON & KING: Inland Bank Buying All Assets for $4M Credit Bid
-------------------------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing on Oct. 19,
2017 at 9:30 a.m. (CT) to consider bidding procedures of Harrington
& King Perforating Co., Inc. and Harrington & King South, Inc., in
connection with the sale of substantially all their assets to
Inland Bank and Trust for approximately $4,300,000 credit bid,
subject to overbid.

Since filing for bankruptcy, the Debtors have taken substantial
steps towards an operational reorganization.  Unfortunately, their
efforts to identify an equity sponsor for a plan of reorganization
have not been successful, and they have determined that their best
course is to pursue one or more sales (preferably on a going
concern basis) to liquidate their assets.

The Debtors, therefore, have retained Rally Capital Services, LLC
as the Debtors' investment banker to market the Assets and enter
into one or more agreements for their sale, subject to consultation
with Inland Bank and Trust and the Committee and the approval of
the Court.  They've filed and obtained approval of an application
to retain Rally as their investment banker to sell the Assets.

Following the approval of the Bidding Procedures, Rally will engage
in a robust sale process on behalf of the Debtors, contacting both
financial and strategic investors regarding participation in the
sale process.  All interested parties will be given an opportunity
to execute a confidentiality agreement.

Furthermore, Rally and the Debtors will have 30 days to solicit
Qualified Bids, and the Debtors will have 30 days to designate the
party submitting the Qualified Bid it deems in its business
judgment to be the highest and best bid to be the Stalking Horse
Bidder and to receive the benefit of the Bid Protections including
the Break-Up Fee.

If, at the end of the 30-day stalking-horse search period no
Qualified Bids are received, or if the Debtors determine not to
designate any of the Qualified Bids and the Stalking Horse Bid,
Inland Bank will serve as the Stalking Horse Bidder with a credit
bid of the full amount of their debt, approximately $4.3 million.
The Debtors ask the Court to authorize them to offer the Stalking
Horse bidder (i) the Break-Up Fee in an amount to be determined by
the Debtors, not to exceed 3% of the total purchase price offered
by the Stalking Horse Bidder in the Stalking Horse Agreement; and
(ii) initial overbid protection in the amount of $100,000.

Subject to the Court's own schedule, the Auction, if any, will be
conducted approximately 60 days after the Bidding Procedures are
approved by the Court, with the Sale Hearing to be conducted
shortly thereafter.

To efficiently solicit, receive, and evaluate bids in a fair and
accessible manner, the Debtors have adopted and propose the Bidding
Procedures to govern the Sale process.

The salient terms of the Bidding procedures are:

     a. Stalking Horse Bidder Designation Deadline: Nov. 20, 2017

     b. Stalking Horse Bid Submission Deadline: Nov. 13, 2017 at
11:59 p.m. (CT)

     c. Contract Cure Objection Deadline: No later than 4:00 p.m.
(CT) on the day that is 14 calendar days after the service of the
Cure and Possible Assumption and Assignment Notice

     d. Bid Deadline: Dec. 11, 2017 at 11:59 p.m. (CT)

     e. Purchase Price: Each Bid must clearly set forth the
purchase price to be paid in cash.  The proposed purchase price
must exceed the Stalking Horse Bid, the $100,000 Overbid, plus the
Break-Up Fee, if applicable.

     f. Deposit: 10% of the proposed purchase price

     g. Auction: The Auction, if necessary, will be held at the
offices of Inland Bank's counsel, Locke Lord LLP, 111 South Wacker
Drive, Chicago, Illinois 60606 on Dec. 12, 2017 at 10:00 a.m. (CT)

     h. Bid Increments: $100,000

     i. Sale Objection Deadline: Dec. 13, 2017 at 4:00 p.m. (CT)

     j. Sale Hearing: Dec. 14, 2017 at 10:00 a.m. (CT)

     k. The sale is "as is, where is" and free and clear of liens,
claims, encumbrances, and other interests.

Within three business days of the entry of the Bidding Procedures
Order, the Debtors will cause the Sale Notice to be served on all
Notice Parties.

To facilitate and effectuate the sale of the Assets, the Debtors
are seeking authority to assign or transfer the Contracts to the
Successful Bidder(s) to the extent required by such bidders.  The
Debtors are also asking approval of the procedures to facilitate
the fair and orderly assumption and assignment of the Contracts in
connection with the Sale.

The Debtors have a sound business justification for selling the
Assets at this time, as it will allow them to satisfy their secured
claims and potentially yield proceeds that will allow the Debtors
to pay their unsecured obligations.  The sale process outlined in
the Motion presents the best opportunity to have the Assets be
subject to competing bids, enhancing their ability to receive the
highest or otherwise best value for the Assets.  Consequently, the
ultimately successful bid or bids, after being subject to a "market
check" in the form of the Auction, will constitute, in the Debtors'
reasonable business judgment, the highest or otherwise best offer
for the Assets.  Accordingly, the Debtors ask the Court to approve
the relief sought.

To maximize the value received for the Assets, the Debtors want to
close the Sale as soon as possible after the Sale Hearing.
Accordingly, they ask that the Court waives the 14-day stay period
under Bankruptcy Rules 6004(h) and 6006(d).

A copy of the Bidding Procedures and the Assumption and Assignment
Procedures attached to the Motion is available for free at:

  http://bankrupt.com/misc/Harrington_&_King_272_Sales.pdf

                   About The Harrington & King

The Harrington & King Perforating Co., Inc., and Harrington & King
South Inc. are in the business of manufacturing perforating metal
sheets and rolled coils of varying gauges and types to produce hole
patterns of various sizes, shapes, and spacing.  Most of the work
is done to customer specifications and consists of high value-added
jobs, not typical of most metal punching.  The products are used in
automotive, acoustics, architecture, food and pharmaceutical
straining and filtering, interior design, manufacturing, safety
flooring, pollution control, transportation and mining cleaning and
grading, electronics and other fields.

Harrington & King Perforating Co. and Harrington & King South
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7, 2016.  The
petitions were signed by Greg McCallister, chief restructuring
officer and chief operating officer.  The cases are jointly
administered under Case No. 16-15650.  

The Debtors each estimated assets and liabilities in the range of
$1 million to $10 million.

The cases are assigned to Judge Deborah L. Thorne.

The Debtors engaged The Law Office of William J. Factor, Ltd., as
bankruptcy counsel.  The Debtors tapped Ulmer & Berne LLP as
special counsel; Spiegel & Cahill, P.C., as special workers'
compensation counsel; Beacon Management Advisors LLC as financial
advisor; and Cushman & Wakefield of Illinois, Inc., as real estate
broker.

The official committee of unsecured creditors retained Goldstein &
McClintock LLLP as its legal counsel and Conway MacKenzie, Inc., as
its financial advisor.

                         *     *     *

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


HAWKERS REALTY: Authorized to Use Cash Collateral on Interim Basis
------------------------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi has entered an Interim Stipulation
and Agreed Order between Hawkers Realty, LLC and Trustmark National
Bank, authorizing the use of the rents and income generated by the
Property for an interim period commencing on the Petition Date and
ending on the date of entry of a final order authorizing the use of
cash collateral.

The Debtor is authorized to use the rents and income generated from
the Property solely for the purpose of funding ordinary and
necessary expenses of operating and maintaining the Property and
strictly in accordance with the monthly budget.

Trustmark has a valid, properly perfected, continuing, unavoidable,
enforceable, first-priority lien on and security interest in
certain real property and improvements located at 357 Simpson
Highway 149, Magee, Mississippi 39111, including all leases and all
rents and income from the property as security for a promissory
note by the Debtor in the principal amount of $480,546. As of the
Petition Date, the outstanding balance under the Note was not less
than$440,008.

The Property is owned by Joseph S. McNulty, III and his wife, Kim
S. McNulty. They pledged the Property as collateral for the Note.
Joe McNulty also person-ally guaranteed the Debtor's obligations
under the Note.

The Debtor is required timely pay to Trustmark each and every
monthly installment due and owing under the Note, in accordance
with the terms of the Loan and Security Documents, beginning
immediately.

In addition, Trustmark is granted a replacement lien in all
categories of assets of the Debtor's estate in which Trustmark
holds a valid and perfected prepetition lien of the same kind and
type, subject only to valid, existing prepetition liens, to the
fullest extent necessary to realize all cash collateral actually
expended by the Debtor pursuant to the Stipulation.

Moreover, the Debtor will keep and maintain property and casualty
insurance covering the Property in an amount equal to or greater
than the full insurable replacement value, and shall cause
Trustmark to be named as the loss payee or mortgagee under the
policies.

The Debtor will also pay when due all taxes, assessments, charges,
fines, and impositions levied against or on account of the Property
as well as all claims for work done on or for services rendered or
material furnished to the Property.

A full-text copy of the Interim Stipulation and Agreed Order,
entered on Oct. 10, 2017, is available at
http://tinyurl.com/y82jqye9

Trustmark National Bank is represented by:

          Marcus M. Wilson, Esq.
          BENNETT LOTTERHOS SULSER & WILSON, P.A.
          190 East Capitol Street, Suite 650
          Jackson, Mississippi 39201
          Telephone: (601) 944-0466
          Facsimile: (601) 944-0467
          E-mail: mwilson@blswlaw.com

                     About Hawkers Realty

Hawkers Realty, LLC, filed a Chapter 11 petition (Bankr. N.D. Miss.
Case No. 17-13529) on Sept. 21, 2017.  The petition was signed by
Kim McNulty, manager. At the time of filing, the Debtor estimated
assets and liabilities between $500,000 and $1 million.  The case
is assigned to Judge Jason D. Woodard.  The Debtor is represented
by R. Michael Bolen, Esq. of Hood & Bolen, Attorneys at Law.  


HELIOS AND MATHESON: Inks Consulting Agreement With Director
------------------------------------------------------------
Helios and Matheson Analytics Inc. entered into a consulting
agreement with Mr. Muralikrishna Gadiyaram on Oct. 5, 2017, a
director of Helios.  The Consulting Agreement formalizes the
consulting arrangement between Helios and Mr. Gadiyaram, for which
Helios has been accruing consulting fees since Jan. 1, 2017.  Mr.
Gadiyaram has been providing consulting services without an
agreement or compensation since Helios' acquisition of Zone
Technologies, Inc. in November 2016.  Pursuant to the Consulting
Agreement, Mr. Gadiyaram will continue providing guidance to Helios
and Zone relating to the further development of their respective
businesses and technologies, including, without limitation,
rolling-out the RedZone Map application outside the United States,
particularly in India.  If requested by Helios, Mr. Gadiyaram will
also provide guidance with respect to the development of any
businesses or technologies that Helios or Zone may acquire during
the term of the Consulting Agreement, including, without
limitation, MoviePass.  In exchange for his services, Mr. Gadiyaram
will receive fees in the amount of $18,750 per month in cash.
Following Helios' execution of the Consulting Agreement, pursuant
to its terms, Helios paid Mr. Gadiyaram the accrued consulting fees
for the period from Jan. 1, 2017, through June 30, 2017, which did
not become due or owing until the execution of the Consulting
Agreement.  The Consulting Agreement has a term of two years but
may be terminated by either party at any time by giving 30 days
written notice to the other party.  If Helios terminates the
Consulting Agreement without Cause, as defined in the Consulting
Agreement, prior to the end of the term, Mr. Gadiyaram will be
entitled to a termination fee equal to the lesser of (a) the
consulting fee for the remainder of the term, or (b) the consulting
fee for a period of 12 months following the delivery of written
notice of termination by Helios, in each case payable monthly and
subject to pro-ration.

                    About Helios and Matheson

Since 1983, Helios and Matheson Analytics Inc. --
http://www.hmny.com/-- has provided information technology
services and solutions to Fortune 1000 companies and other large
organizations.  The Company offers its clients an enhanced suite of
services of predictive analytics with technology at its foundation
enriched by data science.  The Company is headquartered in New York
City and has an office in Bangalore India.  The Company's common
stock is listed on The NASDAQ Capital Market under the symbol
"HMNY".

Helios and Matheson reported a net loss of $7.38 million for the
year ended Dec. 31, 2016, compared to a net loss of $2.11 million
for the year ended Dec. 31, 2015.  As of June 30, 2017, Helios and
Matheson had $12.75 million in total assets, $2.06 million in total
liabilities and $10.68 million in total shareholders' equity.

For the six months ended June 30, 2017, net cash provided by
financing activities was $3.9 million as compared to $0 for the six
months ended June 30, 2016.  In management's opinion, there is
substantial doubt about the Company's ability to continue as a
going concern through one year after the issuance of the
accompanying financial statements.  Management has evaluated the
significance of the conditions in relation to the Company's ability
to meet its obligations and concluded that without additional
funding the Company will not have sufficient funds to meet its
obligations within one year from the date of the condensed
consolidated financial statements were issued.  While management
continues to plan on raising additional capital from investors to
meet operating cash requirements, there is no assurance that
management's plans will be successful.


HELIOS AND MATHESON: Satisfies MoviePass Deal Financing Condition
-----------------------------------------------------------------
Helios and Matheson Analytics Inc. announced that, since Aug. 15,
2017, it has received aggregate gross cash proceeds of
approximately $12.8 million from the holder of its senior secured
convertible notes, thereby satisfying the $10 million financing
condition to HMNY's pending acquisition of a majority stake in
MoviePass Inc., which was announced in August 2017.  HMNY also has
agreed to increase the purchase price for its stake in MoviePass
from $27 million to $28.5 million, which will increase its
ownership stake in MoviePass from 53% to 53.71% upon the closing of
the transaction.  HMNY agreed to make the additional $1.5 million
investment in MoviePass for an additional 0.71% ownership stake
based on an agreed $210 million pre-money valuation of MoviePass.
In conjunction with the additional investment, MoviePass also
granted HMNY an option to purchase additional shares of MoviePass
common stock for $20 million in cash based on the agreed $210
million pre-money valuation of MoviePass, pursuant to an option
agreement, which, if exercised in full, would amount to an
additional 8.7% ownership stake in MoviePass as of the date of the
option agreement.  If HMNY were to exercise the option in full
prior to the closing of the transaction, its total ownership stake
in MoviePass would be 62.41% as of the date of the option
agreement.

In connection with increasing its investment commitment to
MoviePass, HMNY provided $6.5 million in cash to MoviePass on
Oct. 6, 2017, consisting of an advance payment of $5 million that
would have otherwise been due within 90 days after closing the
acquisition transaction with MoviePass plus the additional $1.5
million investment amount, for which HMNY received an amended and
restated convertible promissory note of MoviePass in the amount of
$11.5 million, which superseded and replaced the $5 million
convertible promissory note issued by MoviePass to HMNY on Aug. 18,
2017.

HMNY agreed to increase its MoviePass investment commitment and
acquired the additional MoviePass investment option after
evaluating the significant and rapid increase in the number of
MoviePass subscribers since MoviePass announced its new $9.95 per
month subscription fee on Aug. 15, 2017, and the public's interest
in the MoviePass monthly movie theater subscription service.

"I believe we are witnessing a major disruption in the movie
industry," said Ted Farnsworth, Chairman and CEO of HMNY.  "The
marketplace has responded, and we could not be more thrilled with
the new subscriber results of MoviePass."

"There is much that MoviePass needs to do to make the customer
experience enjoyable and seamless," said MoviePass CEO Mitch Lowe.
"We have scaled our operations beyond expectation and with further
investment from Helios and Matheson, we believe we can scale even
further.  We are focused on innovating the movie theater experience
so that movie-goers, exhibitors, and the entire industry can thrive
beyond its current challenges.  We are aiming to create a new era
of movie-going where independent films and blockbusters alike can
enjoy large and eager audiences in every theater, especially for
entertainment consumers who value subscription.  This is not
innovation for innovation sake, we want to bring the film industry
into a new golden age."

MoviePass, established in 2011, and now led by Netflix co-founding
senior executive Mitch Lowe, offers subscribers the ability to
purchase up to one movie ticket a day at most U.S. movie theaters
with no blackout days.  Concurrent with the announcement of HMNY's
transaction with MoviePass in August 2017, MoviePass lowered its
monthly subscription fee to $9.95, propelling a widespread and
dramatic national interest in the service and increased attendance
to movie theater exhibitors.

                    Key Transaction Details

HMNY has filed with the U.S. Securities and Exchange Commission a
Current Report on Form 8-K with respect to its satisfaction of the
MoviePass transaction financing condition, its additional
investment in MoviePass and the additional investment option that
it acquired from MoviePass, as described in this press release,
together with certain risk factors regarding MoviePass that it
deems important to HMNY security holders.  The Current Report is
available for review at www.sec.gov.

                       About MoviePass

MoviePass is a mobile technology company dedicated to enhancing the
exploration of cinema.  MoviePass provides film enthusiasts the
ability to attend up to one new movie per day for a monthly
subscription fee of $9.95.  The service, now accepted at more than
91% of theaters across the United States, is the nation's largest
theater network.  For more information, visit www.moviepass.com.

                  About Helios and Matheson

Since 1983, Helios and Matheson Analytics Inc. --
http://www.hmny.com/-- has provided information technology
services and solutions to Fortune 1000 companies and other large
organizations.  The Company offers its clients an enhanced suite of
services of predictive analytics with technology at its foundation
enriched by data science.  The Company is headquartered in New York
City and has an office in Bangalore India.  The Company's common
stock is listed on The NASDAQ Capital Market under the symbol
"HMNY".

Helios and Matheson reported a net loss of $7.38 million for the
year ended Dec. 31, 2016, compared to a net loss of $2.11 million
for the year ended Dec. 31, 2015.  

As of June 30, 2017, Helios and Matheson had $12.75 million in
total assets, $2.06 million in total liabilities and $10.68 million
in total shareholders' equity.

For the six months ended June 30, 2017, net cash provided by
financing activities was $3.9 million as compared to $0 for the six
months ended June 30, 2016.  In management's opinion, there is
substantial doubt about the Company's ability to continue as a
going concern through one year after the issuance of the
accompanying financial statements.  Management has evaluated the
significance of the conditions in relation to the Company's ability
to meet its obligations and concluded that without additional
funding the Company will not have sufficient funds to meet its
obligations within one year from the date of the condensed
consolidated financial statements were issued.  While management
continues to plan on raising additional capital from investors to
meet operating cash requirements, there is no assurance that
management's plans will be successful.


HERMAN TALMADGE: Trustee Wants to Harvest & Sell Henry Cty. Timber
------------------------------------------------------------------
J. Michael Levengood, the Chapter 11 Trustee for Herman E.
Talmadge, Jr., filed a notice with the U.S. Bankruptcy Court for
the Northern District of Georgia that he has asked the Court's
authority on Oct. 10, 2017 to harvest and sell timber located on
the three parcels of real property located in Henry County, Georgia
owned 100% by the Debtor.

The Court will hold a hearing on the Motion on Nov. 16, 2017, at
1:30 p.m.  Objections, if any, must be filed at least two business
days before the hearing.

The Trustee proposes to sell the timber free and clear of all
liens.

The case is In re Herman E. Talmadge, Jr. (Bankr. N.D. Ga. Case No.
14-50312).  

J. Michael Levengood was appointed as the Debtor's Chapter 11
Trustee.  Counsel for Trustee:

          James C. Joedecke, Jr., Esq.
          ANDERSEN, TATE & CARR, P.C.
          1960 Satellite Boulevard, Suite 4000
          Duluth, Georgia 30097
          Telephone: (770) 822-0900
          Facsimile: (770) 822-9680
          E-mail: jjoedecke@atclawf1rm.com


HOMEROOMS INC: Taps Weinstein & St. Germain as Legal Counsel
------------------------------------------------------------
Homerooms, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of Louisiana to hire legal counsel.

The Debtor proposes to employ Weinstein & St. Germain to give legal
advice regarding its duties under the Bankruptcy Code and provide
other legal services related to its Chapter 11 case.

Thomas St. Germain, Esq., disclosed in a court filing that his firm
does not represent any interest adverse to the Debtor.

The firm can be reached through:

     Thomas E. St. Germain, Esq.
     Weinstein & St. Germain
     1414 NE Evangeline Thruway
     Lafayette, LA 70501
     Tel: (337) 235-4001
     Fax: (337) 235-4020
     Email: ecf@weinlaw.com

                       About Homerooms Inc.

Homerooms, Inc., dba Cypress Tree Inn, operates a hotel at 2503 SE
Evangeline Thruway, Lafayette, Louisiana.  The hotel property has a
current value of $4 million.  Homerooms posted gross revenue of
$150,000 in 2016 and gross revenue of $150,000 in 2015.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. La. Case No. 17-51324) on October 10, 2017.
Michael J. Munro, Sr., its president, signed the petition.

At the time of the filing, the Debtor disclosed that it had $4.10
million in assets and $4.69 million in liabilities.

Judge Robert Summerhays presides over the case.

The Debtor previously sought bankruptcy protection (Bankr. W.D. La.
Case No. 12-50136).  The case filed on February 10, 2012.


IDEAL DIAMOND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ideal Diamond Trading Limited
           aka Jade Crown Trading Limited
        19/F On Hong Commercial Building
        145 Hennessy Road, Wan Chai
        Hong Kong

Type of Business: Founded in 2009, Ideal Diamond Trading Limited
                  aka Jade Crown Trading Limited is a diamond
                  wholesaler based in Hong Kong.  Ideal Diamond
                  Trading is 100% owned by non-Debtor Exelco
                  International Ltd.

Chapter 11 Petition Date: October 13, 2017

Case No.: 17-12202

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

Debtor's Counsel: Michael R. Nestor, Esq.
                  YOUNG CONAWAY STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Fax: 302-571-1253
                  E-mail: bankfilings@ycst.com
                          mnestor@ycst.com

Estimated Assets: $10 million to $50 million

Estimated Debt: $10 million to $50 million

The petition was signed by Jean-Paul Tolkowsky, authorized
signatory.  

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

          http://bankrupt.com/misc/deb17-12202.pdf

Affiliates of Ideal Diamond Trading that filed Chapter 11
bankruptcy petitions in the U.S. Bankruptcy Court for the District
of Delaware on Sept. 26, 2017:

    Entity                                       Case No.
    ------                                       --------
    Exelco North America, Inc.                   17-12029
    Exelco NV                                    17-12030
    FTK Worldwide Manufacturing BVBA             17-12031
    Ideal Diamond Trading USA Inc.               17-12032

Debtor Exelco North America, Inc. is 100% owned by non-debtor
Exelco International Ltd.  Debtor Exelco NV is owned by the
following non-debtors: Exelco International Ltd., Lior Kunstler,
and Jean Paul Tolkowsky.  Debtor FTK Worldwide Manufacturing BVBA
is owned by the following non-debtors: Lion Kunstler and Jean Paul
Tolkowsky.  Debtor Ideal Diamond Trading USA Inc. is 100% owned by
debtor Ideal Diamond Trading Limited.

Amended Consolidated List of Debtors' 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Eurostar Diamond Traders              Trade Debt       $6,039,394
Hovenierstraat 53
2018 Antwerp, Belgium
Email: ashin.kothari@eurostardiamond.com

I.D.H. Diamonds NV                    Trade Debt       $3,198,490
Pelikaanstraat 78 bus 105, 2018
Antwerp, Belgium
Email: elianthe@idhtitanium.com

Vitraag BVBA                          Trade Debt       $2,526,354
Hovenierstraat 30, 2018
Antwerp, Belgium
Email: vitraag@pandora.be

Trau Bros NV                          Trade Debt       $2,514,217
Hovenierstraat 53, 2018
Antwerp, Belgium
Email: info@traubros.be

N. Shah & Co. BVBA                    Trade Debt       $2,341,433
Hovenierstraat 53 office 909
Box 6, 2018
Antwerp, Belgium
Email: naresh.shah@telenet.be

Rottenberg Marcdochee                    Loan          $1,155,131
Helanalei 8, 2018
Antwerp, Belgium
Email: mr@eadt.be

De Hantsetters en Verhaere NV         Trade Debt       $1,140,577
Schupstraat 21, 2018
Antwerp, Belgium
Email: info@dhv.be

Pinkusewitz diam traders ltd          Trade Debt         $781,788
Jabotinsky 1, 5252002
Ramat Gan, Israel
Email: office.ramatgan@pinkusewitz.com

Rosy Blue Sales Ltd.                  Trade Debt         $701,202
Maccabi Building B2 1, Jabotinksky
Street Ramat Gan 52520, Israel
Email: anish.parikh@rosyblue.com

Da Trading DMCC                       Trade Debt         $673,938
P.O. Box 340591, Unit No. Almas-43-B
Almas Tower, Plot No. LT-2,
Jumeirah Lakes Towers, Dubai, U.A.E.
Email: dainfo@daztrading.com

Desert Diamonds LLC                   Trade Debt         $555,456
Office No 201, Asouk Al Kabeer Area,
Near Bank of Baroda, Meena Bazar
Bur - Dubai
Email: desertdiamond09@gmail.com

Segaldiam LTD                         Trade Debt         $536,204
54 Betzalel Street, Ramat-Gan 52521
Israel
Email: segaldiam@segaldiam.co.il

Minda Brothers                        Trade Debt         $434,998
Hovenierstraat 2, 2018 Antwerp
Belgium
Email: mindabrothers@ymail.com

Kiran Gems Private Limited             Trade Debt         $400,457
FE-5011, Bharat Diamond Bourse, "G"
Block, Bandra Kurla Complex, Bandra
(East), Mumbai-400 051, India
Email: sayaji.dhane@kirangems.com

Mahendra Brothers Exports PVT, Ltd.    Trade Debt         $398,893
CE-7011, 7th Floor, Tower C, G Block,
Bharat Diamond Bourse, Bandra Kurla
Complex, Bandra (East), Mumbai 400
051, India
Email: vilas.palvankar@mahendrabrothers.com

Pradar Limited                         Trade Debt         $341,329
P.O. Box 3923364
Pittsburgh, PA 15251-9364 USA
Email: kuty@clevertech.biz

K. Girdharlal International Ltd        Trade Debt         $304,405
1011, Prasad Chambers, Opera House,
Mumba - 400 004, India
Email: pintu@kgirdharlal.com

Mishal NV                               Trade Debt        $282,643
Hovenierstraat 2, 2018, Antwerp,
Belgium
Email: secretary@mishal.be

Fischler                                Trade Debt        $280,150
Schupstraat 21, 2018 Antwerp,
Belgium
Email: info@fischlerdiamonds.be

M. Suresh Company PVT Ltd.              Trade Debt        $268,527
419, Parekh Market, Opera House,
Mumbai-400-004, Maharashtra, India
Email: hiral@msureshco.com


IMMACULATA UNIVERSITY: Fitch Rates $37.5MM Revenue Bonds 'BB'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the following Chester
County Health and Educational Facilities Authority Revenue Bonds,
issued on behalf of Immaculata University (Immaculata):

-- $37.5 million series 2017.

The bonds are expected to be fixed rate, used to refund
Immaculata's existing series 2005, 2013 S3, and 2013MM2 bonds, fund
a debt service reserve, and pay costs of issuance. The bonds are
expected to price the week of Oct. 23 via negotiation.

The Rating Outlook is Stable.

SECURITY

The series 2017 bonds will be secured by a lien and security
interest in the pledged revenues of Immaculata.

KEY RATING DRIVERS

PRESSURED ENROLLMENT, OPERATIONS: Immaculata's operating
performance has been pressured by declining enrollment since 2015,
resulting in operating losses. For fiscal 2017 (unaudited), the
operating loss was 9.4%, down from breakeven in fiscal 2014. Fitch
expects continued control over costs and work to increase
enrollment is expected to materially narrow in fiscal 2018.

STRATEGIC TRANSITION UNDERWAY: New leadership is implementing a
robust strategic plan, including a tuition reset, brand overhaul,
and marketing campaign, as well as programmatic changes. Immaculata
faces a competitive Philadelphia market for higher education,
though it has had some success historically with its catholic
foundation, and its nursing, graduate, music, and athletics
programs.

STEADY LIQUIDITY: Immaculata's available funds (AF) ratios remain
relatively steady despite some operating pressure, and compare well
for the rating level with 31.5% AF to operating expenses and 34.5%
AF to debt.

MANAGEABLE DEBT BURDEN: With the proposed series 2017 refinancing,
Immaculata will reduce its debt burden and eliminate its variable
rate demand risk, which Fitch views positively. Further, no
additional debt is planned and Immaculata has no pension exposure.

RATING SENSITIVITIES

EXECUTION OF STRATEGIC EFFORTS: Any upward rating movement would be
contingent upon execution of leadership efforts to grow enrollment,
manage expenses, bringing Immaculata University to breakeven over
the next 12-24 months. Downward rating pressure is possible should
Immaculata's strategic efforts not steady and then improve
enrollment, at levels that narrow its operating losses.


ISIGN SOLUTIONS: Mike Engmann Appointed as President & COO
----------------------------------------------------------
iSign Solutions Inc.'s Board of Directors has appointed Michael
Engmann to serve as president and chief operating officer of iSIGN,
effective as of May 15, 2017.  Mr. Engmann currently is co-chairman
of iSIGN's board of directors and is a long-term shareholder of the
company.

"Mike has been a champion for iSIGN for over a decade and is a
committed shareholder of the company," said Philip Sassower,
co-chairman and chief executive officer for iSIGN.  "Because of his
significant financial stake in iSIGN, Mike's appointment as
president and COO reflects the great alignment that exists between
iSIGN's interests and the value creation interests of all iSIGN
shareholders.  Mike brings an intimate knowledge of the company,
its people, technologies, development strengths and go-to-market
priorities.  As a long-time resident of San Francisco and an active
and successful member of its financial community, Mike's
leadership, perspectives, experience and other contributions will
be invaluable to the Company."

"Mike succeeds William Keiper, who has served as president and
chief executive officer of iSIGN since 2011," continued Mr.
Sassower.  "Will's contributions to iSIGN's strategic and software
development direction, go-to-market strategies and effective cost
management, have been outstanding.  On behalf of our board and the
iSIGN team, I thank him for his service and wish him the best in
all of his future endeavors."

Mr. Engmann was appointed as a director and co-chairman in October
2015 and has been a significant investor and long-time supporter of
iSIGN.  Mike has approximately 40 years' experience in building
successful financial service companies.  Mike began his career as a
trader and was one of the pioneer market-makers in the Pacific
Stock Exchange's options program.  He founded Sage Clearing
Corporation, a cutting-edge stock and options clearing company for
professional traders sold to ABN Amro Inc. in 1997, Preferred
Trade, Inc., a broker-dealer providing research and trade execution
services sold to Fimat in May 2005, and Revere Data LLC, a global
financial and market data company sold to Factset in 2013.

                        About iSign

iSIGN (formerly known as Communication Intelligence Corporation or
CIC) -- http://www.isignnow.com/-- is a provider of digital
transaction management (DTM) software enabling fully digital
(paperless) business processes.  iSIGN's solutions encompass a wide
array of functionality and services, including electronic
signatures, simple-to-complex workflow management and various
options for biometric authentication.  These solutions are
available across virtually all enterprise, desktop and mobile
environments as a seamlessly integrated software platform for both
ad-hoc and fully automated transactions.  iSIGN's software platform
can be deployed both on-premise and as a cloud-based service, with
the ability to easily transition between deployment models.  iSIGN
is headquartered in Silicon Valley.  iSIGN's logo is a trademark of
iSIGN.

iSign reported a net loss attributable to common stockholders of
$5.05 million on $1.06 million of revenue for the year ended Dec.
31, 2016, compared to a net loss attributable to common
stockholders of $7.61 million on $1.62 million of revenue for the
year ended Dec. 31, 2015.  As of June 30, 2017, iSign had $664,000
in total assets, $3.95 million in total liabilities and a $3.29
million total deficit.

Armanino LLP, in San Ramon, California, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company's significant
recurring losses and accumulated deficit raise substantial doubt
about its ability to continue as a going concern.


JASON MAZZEI: 221 Chestnut Buying Meadville Property for $100K
--------------------------------------------------------------
Jason J. Mazzei asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania to authorize the sale of the commercial
building located at 221-223 Chestnut Street, Meadville,
Pennsylvania, tax ID number of 20-H-9, to 221 Chestnut Properties,
LLC for $100,000.

A hearing on the Motion is set for Nov. 7, 2017 at 10:30 a.m.

The Debtor owns the property as evidenced by the deed recorded in
the Crawford County Courthouse.  There are no secured mortgage
liens against this property.  The sale is made in connection with,
and pursuant to, the Debtor's Chapter 11 Plan.  The settlement date
is pending Court approval.

The Debtor is a licensed real estate agent, and has brought the
agreement individually and as a dual agent on behalf of himself and
the Purchaser.  As such, the Debtor is not seeking a commission
either as a seller's agent or a buyer's agent, for the benefit of
the creditors of the estate.

The Debtor and the Purchaser have entered into an agreement of
sale, whereby the Seller has agreed to sell and the Purchaser has
agreed to purchase the real property.  The Purchaser will pay
$100,000 for the property.  The sale of the real estate is an "as
is" sale, free and clear of all liens and encumbrances and claims
against the Debtor.  The Debtor reserves the right to challenge the
validity of any lien or claim at the time of distribution.

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

     http://bankrupt.com/misc/Jason_Mazzei_202_Sales.pdf

The property required repairs in order to be marketable and sold,
and McAninch Services has performed the necessary repairs, and the
cost of said repairs total $2,250.  The Debtor asks that McAninch
Services be paid at closing, and McAninch Services has agreed to
same.

The Debtor asks the Court to authorize the settlement officer to
make the following disbursements: (i) payoff of any existing real
estate tax liens, if any; (ii) all real estate transfer stamps;
(iii) Court approved attorney fees, if any; and (iv) any other
closing items necessary to consummate this transaction, including
but not limited to deed preparation and recording fees, notary
fees, etc.

Any remaining net proceeds of the sale after tax claims are
provided for will be used to pay other secured, priority and
unsecured creditors in the case pursuant to the terms of the
Debtor's chapter 11 plan until such time that allowed creditors
have received a 100% distribution.

This sale is to a "bona fide" purchaser in accordance with the
holding in In re: Abbots Dairies.

The Purchaser:

          221 CHESTNUT PROPERTIES, LLC
          Attn: Frank R and Marilyn J. Mance
          335 Long Drice
          Pittsburgh, PA 15241
          Telephone: (412) 327-7316
          E-mail: mancemaintenance@verizon.net

Jason Mazzei is a licensed real estate agent currently conducting
business at 416 East Second Avenue, Tarentum, Pennsylvania.  Mr.
Mazzei sought Chapter 11 protection (Bankr. W.D. Pa. Case No.
16-24827) on Dec. 30, 2016.  The Debtor tapped Albert G. Reese, Jr,
Esq., at Law Office of Albert G. Reese, Jr., as counsel.


JASON MAZZEI: Van Ho Buying Wilkes-Barre Property for $19K
----------------------------------------------------------
Jason J. Mazzei asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania to authorize the sale of the residential
building located at 119 Wood Street, Wilkes-Barre, Pennsylvania to
Danny Van Ho for $19,000.

A hearing on the Motion is set for Nov. 7, 2017 at 10:30 a.m.

The Debtor owns the property as evidenced by the deed recorded in
the Luzerne County Courthouse.  There are no secured mortgage liens
against this property.  The sale is made in connection with, and
pursuant to, the Debtor's Chapter 11 Plan.  

The Debtor has engaged the services of a local real estate broker
to assist with the local marketing and showings of this building.
A motion to approve the retention of said agent is pending before
the Court.  The local real estate agent almost immediately procured
the Buyer for the property on behalf of the Debtor.

The Debtor and the Purchaser have entered into an agreement of
sale, whereby the Seller has agreed to sell and the Purchaser has
agreed to purchase the real property.  The Purchaser will pay
$19,000 for said property.  The sale of the real estate is an "as
is" sale, free and clear of all liens and encumbrances and claims
against the Debtor.  The settlement date per the Purchase Agreement
is scheduled for Sept. 26, 2017.  The Debtor reserves the right to
challenge the validity of any lien or claim at the time of
distribution.

The Debtor asks the Court to authorize the settlement officer to
make the following disbursements: (i) payoff of any existing real
estate tax liens, if any; (ii) all real estate transfer stamps;
(iii) broker commission payable to Berkshire Hathaway Home Services
Poggi Realtors; (iv) Court approved attorney fees, if any; and (iv)
any other closing items necessary to consummate this transaction,
including but not limited to deed preparation and recording fees,
notary fees, etc.

Any remaining net proceeds of the sale after tax claims are
provided for will be used to pay other secured, priority and
unsecured creditors in the case pursuant to the terms of the
Debtor's Chapter 11 plan until such time all allowed creditors have
received a 100% distribution.

This sale is to a "bona fide" purchaser in accordance with the
holding in In re: Abbots Dairies.

The sale is in the best interest of all parties since it will help
the Debtor consummate his Chapter 11 Plan of Reorganization.

Jason Mazzei is a licensed real estate agent currently conducting
business at 416 East Second Avenue, Tarentum, Pennsylvania.  Mr.
Mazzei sought Chapter 11 protection (Bankr. W.D. Pa. Case No.
16-24827) on Dec. 30, 2016.  The Debtor tapped Albert G. Reese, Jr,
Esq., at Law Office of Albert G. Reese, Jr.


JOEL ELLIOTT: Grabenstein Buying San Francisco Property for $2.6M
-----------------------------------------------------------------
Judge Hannah L. Blumenstiel of the U.S. Bankruptcy Court for the
Northern District of California will convene a hearing on Nov. 9,
2017 at 10:00 a.m. to consider Joel Ernest Elliott's sale of the
two-unit, residential property commonly known as 517-519 Sanchez
St, San Francisco, California, Lot 065 Block 3585, to Brian
Grabenstein for $2,625,000, subject to overbid.

Especially since retirement, the Debtor ran a short-term rental
business on the Subject Property where the Debtor lives.  He fell
into insolvency, pre-petition, when the City and County of San
Francisco and People of the State of California ("Involuntary
Lienholder") filed a civil action against the Debtor for injunctive
and related relief related to code violations related to Notices of
Violation and Orders of Abatement against the Subject Property.

When the Debtor lost tenant revenue due to the state court case and
related inability to continue to generate rental income, the Debtor
fell into approximately 12 months of prepetition mortgage arrears,
which arrears caused senior lienholder JP Morgan Chase Bank, N.A.
to record a Notice of Default and related Notice of Trustee's
Sale.

When he suffered a Default Judgment and lacked the funds to retain
an attorney within six months after Clerk Entry of Default, the
state court denied the Debtor's later effort in state court to set
aside the Clerk Entry of Default and subsequent Default Judgment.

As the scheduled foreclosure sale was set for Feb. 14, 2017, the
Debtor had no viable objection but to commence an emergency chapter
11 bankruptcy filing to obtain an equitable forum within which to
save the Real Property from foreclosure by working out a negotiated
compromise of controversy with the judgment lienholders from the
state court case and a modification or repayment arrearage plan
with Chase, in addition to repaying the very small amount of
(other) general unsecured creditors of the estate.

On May 26, 2017, the Court entered an Order approving Tim Brown as
the estate's broker.  The present fair market value of the Subject
Property is $2,625,000.  Three offers were received and counter
offers made to each of these groups.  After the counter offers were
made, all of the prospective Buyers responded with better terms
than their original offers.  There was a further counter offer made
to the two highest offers and both buyers responded with increased
offers.  The better of these responses was chosen as the winning
offer.  The sale price had been increased from the level of one of
the initial offers of $2.1 million to a final sale price of $2.675
million.  Brown & Co Real Estate Group feels this is a fair market
price for the property after a competitive bidding process.

The proposed transaction is represented by the Real Property
Purchase Agreement and related addendum.  In sum, the Debtor
proposes to sell the Subject Property to the Buyer for $2,625,000.
He proposes to sell the Subject Property free and  clear of
certain claims of lien and other interests of the Involuntary
Lienholder, "as-is," with no contingencies (outside inspections),
free and clear of the claims of lien, via a deposit figure already
held in escrow of $78,750, non-contingent financing of $1,575,000,
and a cash balance deposited into escrow of $971,250.

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

      http://bankrupt.com/misc/Joel_Elliott_57_Sales.pdf

Any and all parties are encouraged to overbid.  To ensure that the
Nominee will be able to close the proposed transaction by Nov. 30,
2017, the Nominee reasonably expects to incur certain due diligence
costs, not to exceed $25,000, subject to proof.  Said costs relate
to contractor fees, inspection fees, and architectural fees.  Any
overbids must be transmitted by Nov. 2, 2017 at 5:00 p.m. (PST).
The overbids must be in the minimum amount of $2,756,750, which
equals a minimum overbid increase of 5% of the purchase price, plus
$500, with a deposit of at least $78,750 (the same deposit amount
as the Nominee).  If any overbids are received, the DIP will
conduct an overbid procedure at the Court hearing.  As for the bid
procedures, the bidding for the sale of the Subject Property will
begin with the amount of the highest, written, timely submitted
overbid.  The bidding procedure will be conducted in minimum
increments of at least 1% of the immediately prior bid.  

Anyone interested in overbidding should obtain a copy of the
Nominee's APAs; and the proof of ability to close by Nov. 30, 2017.
If any prospective overbidder desires to inspect the Subject
Property prior to submission of an overbid, such overbidder should
contact the DIP's counsel directly.

Subject to subsequent Court approval, the DIP reasonably
anticipates paying the secured lien of Chase in full, reasonably
estimated at approximately $921,495, as well as ordinary and
reasonable title and escrow charges and broker commissions, all
outlined on the proposed seller's statement.

The DIP proposes not to pay any sums to the involuntary lienholder
the full amount of its secured lien; rather, the DIP proposes to
pay the Involuntary Lienholder directly from the close of escrow
the exact amount of $1,000,000, which amount is the result of
compromise of controversy negotiated by and between the DIP and the
Involuntary Lienholder.  The DIP also proposes to pay other liens
on the Subject Property.  Additionally, the DIP proposes to pay the
amounts agreed to in the tenant relocation agreement for both
tenants, Mr. Anthony Modica and Mr. Jarrod Poulin (2 x $25,000, or
$50,000).  

The Debtor proposes to pay from the close of the escrow the
attorney's fees of the Debtor's Chapter 11 counsel, Mr. Matthew
Metzger, provided the Court approves said fees prior to the close
of escrow.  The DIP further proposes to keep any and all remaining
proceeds in an escrow account or trust account, as determined by
the Court, pending further order.  Per the Estimated Seller's
Statement, and after payment of the $50,000 in tenant relocation
costs, the net proceeds to the estate will be approximately
$536,501.  Said proceeds will ensure a 100% dividend to all
creditors of the estate, in that the sum total of all scheduled
claims, proofs of claim, and administrative claims, are
approximately only $85,000.  From the proceeds of the sale, the DIP
to keep all sale proceeds in an escrow account or trust account –
as the discretion of the Court.

The Debtor asks that the Court waives the stay provisions of
Bankruptcy rule 6004(h).

Joel Ernest Elliott is a retired management consultant with 20
years of experience in the utilities industry.  Mr. Elliott sought
Chapter 11 protection (Bankr. N.D. Cal. Case No. 17-30138) on Feb.
3, 2017.  The Debtor tapped Matthew D. Metzger, Esq., at Belvedere
Legal, APC as counsel.  On May 26, 2017, the Court entered an Order
approving Tim Brown as the estate's broker.

Counsel for the Debtor:

          Matthew D. Metzger, Esq.
          BELVEDERE LEGAL, PC
          1777 Borel Place, Suite 314
          San Mateo, CA 94402
          Telephone: (415) 513-5980
          Facsimile: (415) 513-5985
          E-mail: mmetzger@belvederelegal.com


KELLY GRAINGER: Selling 2007 Mercedes S-550 for $4.5K
-----------------------------------------------------
Kelly Grainger asks the U.S. Bankruptcy Court for the Northern
District of Florida to authorize the sale of 2007 Mercedes S-550
for $4,536, subject to best and highest offer.

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

The Debtor owns the Vehicle which is valued at $4,536 by Mallory
Appraisals as reflected in her previously filed Schedule B.  There
is no lienholder on the Vehicle.

The Debtor would like to sell it for $4,536 to the Buyer.  No
party-in-interest is being adversely affected by the sale.  The
proceeds of the sale will be used to purchase a replacement vehicle
of the same value as the Vehicle.

Kelly Grainger sought Chapter 11 protection (Bankr. N.D. Fla. Case
No. 17-50193) on June 26, 2017.  Charles M. Wynn, Esq., at Charles
M. Wynn Law Offices, P.A., serves as counsel to the Debtor.


KISSNER HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Ontario-based
de-icing rock salt producer and packager Kissner Holdings L.P. to
negative from stable. At the same time, S&P Global Ratings affirmed
its 'B' long-term corporate credit rating on the company.

S&P Global Ratings also affirmed its 'B' issue-level rating on the
company's senior secured notes. The recovery rating on the debt is
unchanged at '4', indicating average (30%-50%; rounded estimate
30%) recovery under its simulated default scenario.

The outlook revision reflects the increased risk that Kissner's
credit measures will remain weak in the next 12 months, lower than
our previous forecasts. The company's cash flows have been affected
by increased balance-sheet debt, following the October 2016
recapitalization, and consecutive periods of mild winter. The
recent warmer-than-normal winters in fiscal years 2016 and 2017
have led to significantly lower demand for de-icing salt products
and lower pricing. S&P said, "In addition, we believe the increased
debt has increased volatility in credit measures and reduced the
company's flexibility to withstand the impact from prolonged
periods of warm winter temperatures. Hence, we believe there is
elevated risk that Kissner's credit measures will deteriorate to
levels that are not commensurate with a 'B' corporate credit
rating, if cash flow generation remains near current levels."

S&P said, "Although we believe Kissner's deteriorated cash flow and
leverage metrics are weak for the rating, in our view, the
company's robust liquidity position, absence of near-term
refinancing requirements, the potential for cash flows to improve
with stronger sales volumes in the upcoming winter, and Kissner's
competitive cost structure offset the company's weakened cash flow
ratios and support the 'B' rating."

"The negative outlook on Kissner reflects our expectation that the
company's weaker cash flow will pressure the company's credit
measures to a higher degree than expected with five year
weighted-average adjusted FFO-to-debt remaining below 6%. The
increased balance-sheet debt following the dividend
recapitalization transaction in October 2016 has, in our view,
increased volatility and contributed to the deterioration in credit
measures. We believe there is increased risk that we could lower
our rating on Kissner in the next six-to-nine months if the
company's cash flow generation remains near current levels.

"We could consider a downgrade should the five-year,
weighted-average adjusted FFO-to-debt remain below 6% beyond fiscal
2018 and FFO cash interest coverage ratio was below 2x. This could
occur if the coming winter is also unusually mild or the cost
improvements do not materialize as expected. Cash flow metrics
could also worsen due to unexpected dividend payouts or if
Kissner's liquidity position deteriorated from our current
assessment.

"We would revise the outlook to stable within the next 12 months if
our view of credit measures improves, that is, if weighted-average
adjusted FFO-to-debt increases above 6% with strong prospects that
it will remain sustained at these levels. We believe this could
occur if winter conditions in fiscal 2018 were above average."


KIWA BIO-TECH: Board Conducts Review of 2017 Financials
-------------------------------------------------------
Kiwa Bio-Tech Products Group Corporation's previous registered
independent accounting firm advised the Company that it believed
that the Company did not properly disclose certain related party
transactions between the Company and Kangtan Gerui (Beijing)
Bio-Tech Co., Ltd., in the financial statements as of and for the
year ended Dec. 31, 2016, and elsewhere in the Form 10-K and the
subsequent interim financial information in the Form 10-Q's for the
periods ended March 31, 2017, and June 30, 2017.  Specifically, DYH
& Co., Brea, CA has suggested that the Company failed to disclose
that Ms. Feng Li, a member of the Company's board of directors and
shareholder of the Company (Ms. Li held approximately 20% of the
Company's Common Stock and 50% of the Company's Series A Preferred
Stock), is also a 23% shareholder of Kangtan Gerui (Beijing)
Bio-Tech Co., Ltd.  For the year ended Dec. 31, 2016, the Company
reported Other Receivable due from Kangtan Gerui (Beijing) Bio-Tech
Co., Ltd. of $1,522,435, and recognized License Revenue of $786,329
from Kangtan Gerui (Beijing) Bio-Tech Co., Ltd.

The Company's Board of Directors intends to carefully review these
issues with its new certifying accountant and determine appropriate
action going forward, which could include a re-audit of the
Company's Dec. 31, 2016 financial statements.  The Company said it
will promptly announce any action it intends to take in this
regard.

As a result, on Oct. 11, 2017, the Company's board of directors
concluded that the Company's previously issued consolidated
financial statements: (i) for the year ended Dec. 31, 2016,
included in the Company's Annual Report on Form 10-K for the year
then ended; and (ii) for the three months ended March 31, 2017, and
the three and six months ended June 30, 2017, included in the
Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2017 and June 30, 2017, respectively should not be relied
upon until the conclusion of the review being conducted by the
Company's board of directors.  As soon as practicable following the
completion of such review, the Company will file with the
Securities and Exchange Commission a Form 8-K announcing action to
be taken by the Company, if any, as a result of such review,
including but not limited to the potential re-audit of its
financial statements for the fiscal year ended Dec. 31, 2016.

                      About Kiwa Bio-Tech

Kiwa Bio-Tech Products Group Corporation develops, manufactures,
distributes and markets bio-technological products for agriculture.
The Company has acquired technologies to produce and market
bio-fertilizer.  The Company has developed over six bio-fertilizer
products with bacillus spp and/or photosynthetic bacteria as its
ingredients.  The Company's products contain ingredients of both
photosynthesis and bacillus bacteria which are protected by
patents.

Kiwa Bio-Tech reported net income of $963,300 for the year ended
Dec. 31, 2016, following net losses of $677,400 for the year ended
Dec. 31, 2015.  As of June 30, 2017, Kiwa Bio-Tech had $12.58
million in total assets, $10.85 million in total liabilities, all
current, and $1.73 million in total stockholders' equity.

DYH & Company issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors said the Company's current liabilities substantially
exceeded its current assets by $5.730 million at Dec. 31, 2016.
Although the Company reported net income approximately $963,300 for
its fiscal year ended Dec. 31, 2016, it had an accumulated deficit
of $19.49 million as of Dec. 31, 2016.  These circumstances, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.


KIWA BIO-TECH: Hires Friedman to Replace DYH & Co. as Auditors
--------------------------------------------------------------
The Board of Directors of Kiwa Bio-Tech Products Group Corporation
decided to engage Friedman LLP as the Company's new independent
registered public accounting firm to report on the Company's
financial statements for the fiscal year ended Dec. 31, 2017,
including performing the required quarterly reviews for the period
commencing Sept. 30, 2017.

In conjunction with the new engagement, the Company has dismissed
DYH & Co., Brea, CA as the Company's independent auditors effective
Oct. 9, 2017.  DYH served the Company well since February 2017.
The reason for the auditor change is dismissal, not resignation nor
declining to stand for re-election.

During the two most recent fiscal years and the interim period
through the date of the dismissal, there were no disagreements with
DYH on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to DYH's satisfaction, would have
caused DYH to make reference to the subject matter of the
disagreements in connection with its reports.  Notwithstanding, DYH
did make certain year-end adjustments which were reflected in the
Company's financial statements as of Dec. 31, 2016.

During the two most recent fiscal years through the date of
dismissal, the reports of DYH did not contain any adverse opinion
or disclaimer of opinion, or was modified as to uncertainty, audit
scope, or accounting principles other than the following:

   (1) The Report of Independent Registered Public Accounting Firm
       issued by DYH on April 17, 2017, with respect to the
       Company's audited financial statements for the year ended
       Dec. 31, 2016 contained the following statement:

      "The accompanying financial statements have been prepared
       assuming that the Company will continue as a going concern.
       As discussed in Note 3 to the consolidated financial
       statements, the Company's current liabilities substantially
       exceeded its current assets by $5,729,622 at December 31,
       2016.  Although the Company reported net income
       approximately $963,296 for its fiscal year ended December
       31, 2016, it had an accumulated deficit of $19,489,400 as
       of December 31, 2016.  These circumstances, among others,
       raise substantial doubt about the Company's ability to
       continue as a going concern.  Management's plans in
       regarding to these matters are described in Note 3, which
       include raising additional equity financing.  The financial

       statements do not include any adjustments that might result

       from the outcome of this uncertainty."

   (2) DYH advised the Company that it believed that the Company
       did not properly disclose in the Notes to the Company's
       Financial Statements dated as of Dec. 31, 2016, March 31,
       2017 and June 30, 2017 a related party transaction between
       the Company and Kangtan Gerui (Beijing) Bio-Tech Co., Ltd.
       Specifically, DYH believes that the Company did not
       properly report the fact that Ms. Feng Li, a director and
       shareholder of the Company is also a minority shareholder
       of Kangtan Gerui (Beijing) Bio-Tech Co., Ltd.  The
       Company's Board of Directors intends to carefully review
       these issues with its new certifying accountant and
       determine appropriate action going forward, which could
       include a re-audit of the Company's Dec. 31, 2016,
       financial statements.  The Company will promptly announce
       any action it intends to take in this regard.

   (3) DYH periodically communicated to the Company, which the
       Company has reported in its filings with the U.S.
       Securities and Exchange Commission, the existence of a
       material weakness in the Company's internal controls over
       its financial reporting.  The specific material weaknesses
       identified as of Dec. 31, 2016, was described as follows:
      
         * The Company did not have sufficient and skilled
           accounting personnel with an appropriate level of
           technical accounting knowledge and experience in the
           application of accounting principles generally accepted
           in the United States of America commensurate with the
           Company's financial reporting requirements, which
           resulted in a number of internal control deficiencies
           that were identified as being significant.  The
           Company's management determined that the number and
           nature of these significant deficiencies, when
           aggregated, constituted a material weakness.
       
         * The Company lacks qualified resources to perform the
           internal audit functions properly.  In addition, the
           scope and effectiveness of the Company's internal audit
           function are yet to be developed.
       
         * The Company does not have an audit committee.

The Company has acknowledged these material weaknesses and
concluded that, while such material weaknesses exist, in light of
the Company's financial situation and limited operations, the risks
associated with the dependence upon the Company's current resources
as compared to the potential benefits of adding new employees, does
not justify the expense that would need to be incurred to remedy
this situation.

During the two most recent fiscal years and the subsequent interim
period through the date of the dismissal of DYH, the Company did
not consult with Friedman LLP regarding any matters described in
Item 304(a)(2)(i) or (ii) of Regulation S-K.
                        
                      About Kiwa Bio-Tech

Kiwa Bio-Tech Products Group Corporation develops, manufactures,
distributes and markets bio-technological products for agriculture.
The Company has acquired technologies to produce and market
bio-fertilizer.  The Company has developed over six bio-fertilizer
products with bacillus spp and/or photosynthetic bacteria as its
ingredients.  The Company's products contain ingredients of both
photosynthesis and bacillus bacteria which are protected by
patents.

Kiwa Bio-Tech reported net income of $963,300 for the year ended
Dec. 31, 2016, following net losses of $677,400 for the year ended
Dec. 31, 2015.  As of June 30, 2017, Kiwa Bio-Tech had $12.58
million in total assets, $10.85 million in total liabilities, all
current, and $1.73 million in total stockholders' equity.

DYH & Company issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The auditors said the Company's current liabilities substantially
exceeded its current assets by $5.730 million at Dec. 31, 2016.
Although the Company reported net income approximately $963,300 for
its fiscal year ended Dec. 31, 2016, it had an accumulated deficit
of $19.49 million as of Dec. 31, 2016.  These circumstances, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.


KLX INC: S&P Affirms 'B+' CCR & Revises Outlook to Positive
-----------------------------------------------------------
S&P Global Ratings affirmed its ratings, including the 'B+'
corporate credit rating, on KLX and revised the outlook to positive
from negative.

KLX Inc.'s earnings have increased materially in recent quarters,
largely due to declining losses at its Energy Services Group (ESG),
resulting in a steady improvement in credit metrics.

S&P said, "The outlook revision reflects our expectation for
improving credit metrics over the next 12 months due to a return to
profitability at KLX's Energy Services Group (ESG). This is based
on stronger demand for the unit's services as oil prices have
stabilized, in addition to the company's cost reduction efforts. It
also reflects our expectations for steady growth in the company's
Aerospace Solutions Group (ASG) due to increasing aircraft
production and solid aftermarket demand. We expect these trends to
result in debt to EBITDA declining to 3.8x-4.2x in fiscal 2017
(ending Jan. 31, 2018) from 5.5x in fiscal 2016.

"S&P Global Ratings' positive outlook on KLX Inc. reflects our
expectation that credit metrics will improve over the next 12
months, with debt to EBITDA improving to 3.8x to 4.2x, due to a
quick turnaround in ESG and consistent growth from ASG. It also
reflects the possibility that improved cost structure and control
can improve the company's long term competitive position.

"We could raise the rating in the next 6 to 12 months if debt to
EBITDA falls below 4.0x due to continued revenue growth and
improving profitability at ESG due to gains in market share and
effective cost cutting, as well as continued steady growth at ASG.


"We could revise the outlook to stable if credit metrics remain
weak with debt to EBITDA above 4.0x on a consistent basis. This
could result from lower than expected demand for ASG due to
weakness in the aftermarket or slowing growth in aircraft
production or if a decline in oil prices results in lower revenues
and further losses at ESG."


LINTON SHAFER: Taps McNamee Hosea as Legal Counsel
--------------------------------------------------
Linton Shafer Computer Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to hire legal counsel
in connection with its Chapter 11 case.

The Debtor proposes to employ McNamee, Hosea, Jernigan, Kim,
Greenan & Lynch, P.A. to, among other things, give legal advice
regarding its duties under the Bankruptcy Code and assist in the
preparation of a bankruptcy plan.

Craig Palik, Esq., and Justin Fasano, Esq., the attorneys who will
be handling the case, will charge $375 per hour and $325 per hour,
respectively.

The firm received a retainer in the sum of $15,000.

Mr. Palik disclosed in a court filing that he and other members and
associates of the firm do not represent any interest adverse to the
Debtor or its estate.

The firm can be reached through:

     Craig M. Palik, Esq.
     Justin P. Fasano, Esq.
     McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A.
     6411 Ivy Lane, Suite 200
     Greenbelt, MD 20770
     Tel: (301) 441-2420
     Email: cpalik@mhlawyers.com
     Email: jfasano@mhlawyers.com

            About Linton Shafer Computer Services

Linton Shafer Computer Services, Inc. is a small business located
in Frederick, Maryland, which provides bookkeeping and accounting
services to small businesses in the Frederick, Maryland region. It
has seven employees and does business as "Accounting Support
Services."  Barbara Brewster, its president, owns 32,500 of the
35,000 shares of the Company.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 17-23535) on October 10, 2017.  At the
time of the filing, the Debtor disclosed that it had estimated
assets of less than $50,000 and liabilities of less than $1
million.  Judge Lori S. Simpson presides over the case.


MARKS FAMILY: Proposes an Auction of All Trucks, Trailers & Cranes
------------------------------------------------------------------
Marks Family Trucking, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Wisconsin to authorize the sale of
substantially all trucks, trailers, and a gantry crane at an
auction, with the closing to take place at a date and time to be
determined by Auction Specialists.

Objections, if any, must be filed no later than 21 days from the
date of the Notice.

A copy of the list of assets to be sold attached to the Motion is
available for free at:

        http://bankrupt.com/misc/Marks_Family_31_Sales.pdf

The Debtor has title to the Property, as evidenced by the subject
to various creditors' security interests.

On Aug. 11, 2017, the Court entered an Order authorizing the Debtor
to hire Auction Specialists.  According to the Order, Auction
Specialists' fees will not exceed a 10% buyer's premium, as well as
costs to be reimbursed from the proceeds of the sale proceeds.

The costs include fuel, batteries, tires, and hazardous material
removal.  After conferring with Phil Majerus, Auction Specialists'
principal, and given its knowledge of the market, the Debtor
believes that the sale will pay all secured claims in full and
provide and provide an excess of proceeds to other creditors.

The closing on the sale of the Property will take place on Nov. 3,
2017.  The Debtor has conferred with all creditors with security
interests in the Property.  Its counsel has confirmed that all the
creditors consent to a sale via auction provided their secured
claims are paid in full.

BMO Harris, one of the secured creditors, has requested that the
Auctioneer set a reserve price for its collateral.  BMO Harris has
provided the Debtor's counsel with reserve prices, which Auction
Specialists will set, at a minimum, as auction reserves by lot or
item.  The Debtor is requested an order authorizing payment of lien
claims associated with specific collateral from the proceeds of the
sale of such collateral from the proceeds of the auction.  The
consent of BMO Harris to the sale of any lot or item of collateral
that meets the established reserve price will not in any away
affect the cross-collateral lien rights of BMO Harris under its
agreements with the Debtors.

The sale will be free and clear of liens, with liens to attach to
the proceeds of sale.

From the proceeds of the sale, the Debtor proposes to pay (i) the
Auctioneer's commission; (ii) the Auctioneer's contractual fees and
costs; and (iii) lien claims.

Based on the Debtor's knowledge of the Property and its potential
market, this procedure appears to be reasonable, and should be
accepted and approved.  The Debtor believes that the sale is in the
best interest of the estate and will pay all secured creditors and
yield a dividend to other creditors.

BMO Harris is represented by:

          Aaron B. Chapin, Esq.
          HUSCH BLACKWELL, LLP
          120 S Riverside Plaza, Ste 2200
          Chicago, IL 60606-3912

                  About Marks Family Trucking

Marks Family Trucking, LLC, is engaged in contract truck hauling.
The Company owns a fee simple interest in a property located at
5230 E. Burnett Street, Beaver Dam, Wisconsin -- office, garage and
yard -- from which it operated.  It paid $350,000 for the property
five years ago and the current value is thought to be at least this
much.

Marks Family Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wis. Case No. 17-26876) on July 13,
2017.  Rebecca L. Marks, manager, signed the petition.

The Debtor hired Steinhilber Swanson LLP as counsel.

The Debtor disclosed $1.65 million in assets and $969,984 in
liabilities as of the bankruptcy filing.

Judge Susan V. Kelley presides over the case.

On Aug. 11, 2017, the Court appointed Auction Specialists as
auctioneer.


MAYACAMAS HOLDINGS: PRC Trustee Taps Bachecki Crom as Accountant
----------------------------------------------------------------
Andrea Wirum, Chapter 11 trustee for Profit Recovery Center LLC,
received approval from the U.S. Bankruptcy Court for the Northern
District of California to hire Bachecki, Crom & Co. LLP, Certified
Public Accountants.

The firm will, among other things, assist in the preparation of the
Debtor's tax returns; analyze tax claims; and prepare tax
projections and analysis.

The firm's standard hourly rates are:

     Partners              $380 - $525
     Senior Accountant     $270 - $360  
     Junior Accountant     $165 - $260

Jay Crom, a certified public accountant and a partner at Bachecki,
disclosed in a court filing that his firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Jay D. Crom
     Bachecki, Crom & Co., LLP

The trustee is represented by:

     Charles P. Maher, Esq.
     Rincon Law LLP
     268 Bush Street, Suite 3335
     San Francisco, CA 94104  
     Tel: 415-996-8280
     Fax: 415-680-1712
     Email: cmaher@rinconlawllp.com

                   About Mayacamas Holdings LLC

Mayacamas Holdings LLC owns a ranch located on a hilltop ridgeline
above the town of Calistoga in Napa, California, known as Mayacamas
Ranch.  Mayacamas Ranch is Northern California's premier
exclusive-use group retreat center for companies, non-profit
groups, weddings, and families.

Mayacamas and Profit Recovery Center LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case Nos.
17-30326 and 17-30327) on April 7, 2017.  David H. Levy, manager,
signed the petitions.

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

Judge Dennis Montali presides over the cases.  Rimon P.C. is the
Debtors' bankruptcy counsel.

Samuel R. Maizel and Andrea A. Wirum were appointed bankruptcy
trustees for Mayacamas Holdings and PRC, respectively.

Dentons US LLP represents Mr. Maizel as bankruptcy counsel.  Ms.
Wirum is represented by Rincon Law LLP.


MICRON TECHNOLOGY: S&P Affirms 'BB' CCR on Reduced Debt
-------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on
Boise, Idaho-based Micron Technology Inc. The outlook is positive.

S&P said, "Our outlook revision to positive reflects our view that
Micron's debt reduction plans, coupled with stable near-term memory
market conditions will lead to leverage below 1x, despite higher
capital expenditures (capex) over the coming year.

"The positive outlook reflects our expectation that Micron will
continue to reduce debt such that leverage will decline to below 1x
over the coming year. Relatively stable memory market conditions
and solid end-market demand over the coming year, combined with
Micron's substantial cash balances, should allow the company to
proceed into the next phase of technological transition.

"We could raise the rating over the coming year, if the company
demonstrates more stable operating performance through industry
cycles, generates solid free cash flow during heavy technology
investment periods without compromising its market position, and
maintains leverage in the low-1x area.

"We could revise the outlook back to stable over the coming year,
if memory market supply-demand imbalances return or a delay in
Micron's technology development significantly impairs its
profitability, causing leverage to rise above 2x or free cash flow
to turn negative. We could also revise outlook if the company
adopts a more aggressive financial policy leading to leverage
above 2x."


NAVIDEA BIOPHARMACEUTICALS: Pays Ex-CEO $618K Arbitration Award
---------------------------------------------------------------
Navidea Biopharmaceuticals, Inc., previously received a demand for
arbitration through the American Arbitration Association, Columbus,
Ohio, from Ricardo J. Gonzalez, the Company's then chief executive
officer, claiming that he was terminated without cause and,
alternatively, that he resigned in accordance with Section 4G of
his Employment Agreement pursuant to a notice received by the
Company on May 9, 2016.  

The Company notified Mr. Gonzalez that his failure to undertake
responsibilities assigned to him by the Board of Directors and
otherwise work after being ordered to do so on multiple occasions
constituted an effective resignation, and the Company accepted that
resignation.  The Company rejected the resignation of Mr. Gonzalez
pursuant to Section 4G of his Employment Agreement.  Also, the
Company notified Mr. Gonzalez that, alternatively, his failure to
return to work after the expiration of the cure period provided in
his Employment Agreement constituted cause for his termination
under his Employment Agreement.  

In his demand for arbitration, Mr. Gonzalez was seeking severance
and other amounts claimed to be owed to him under his Employment
Agreement.  In response, the Company filed counterclaims against
Mr. Gonzalez alleging malfeasance by Mr. Gonzalez in his role as
chief executive officer.  Mr. Gonzalez had withdrawn his claim for
additional severance pursuant to Section 4G of his Employment
Agreement, and the Company had withdrawn its counterclaims.
  
On May 12, 2017, the Company received a ruling in favor of Mr.
Gonzalez finding that he was terminated by the Company without
cause on April 7, 2016.  Mr. Gonzalez was awarded severance, bonus
and benefits in the aggregate amount of $517,978 plus statutory
interest from April 7, 2016, attorneys' fees and other costs.
However, the Company previously paid Mr. Gonzalez' salary through
May 12, 2016, as well as his unused vacation.  Therefore, on May
16, 2017, the Company paid to Mr. Gonzalez a total of $617,880,
which represents the total amount due to him including interest,
fees and other costs, less amounts previously paid.  The
arbitration award is final and binding on the parties.

                       About Navidea

Navidea Biopharmaceuticals, Inc., is a biopharmaceutical company
focused on the development and commercialization of precision
immunodiagnostic agents and immunotherapeutics.  Navidea is
developing multiple precision-targeted products based on its
Manocept platform to help identify the sites and pathways of
undetected disease and enable better diagnostic accuracy, clinical
decision-making, targeted treatment and, ultimately, patient care.

Navidea reported a net loss of $14.30 million for the year ended
Dec. 31, 2016, a net loss of $27.56 million for the year ended Dec.
31, 2015, and a net loss of $35.72 million for the year ended Dec.
31, 2014.  The Company's balance sheet at June 30, 2017, showed
$25.90 million in total assets, $8.56 million in total liabilities
and $17.34 million in total stockholders' equity.

"Based on our current working capital and our projected cash burn,
including the potential for the Company to pay up to an additional
$7 million to CRG depending upon the outcome of the Texas
litigation, management believes that the Company will be able to
continue as a going concern for at least twelve months following
the issuance of this Quarterly Report on Form 10-Q.  Our projected
cash burn also factors in certain cost cutting initiatives that
have been implemented and approved by the board of directors,
including reductions in the workforce and a reduction in facilities
expenses.  Additionally, we have considerable discretion over the
extent of development project expenditures and have the ability to
curtail the related cash flows as needed.  We believe all of these
factors are sufficient to alleviate substantial doubt about the
Company's ability to continue as a going concern.

"We will continue to evaluate our time lines, strategic needs, and
balance sheet requirements.  There can be no assurance that if we
attempt to raise additional capital through debt, royalty, equity
or otherwise, we will be successful in doing so on terms acceptable
to the Company, or at all.  Further, there can be no assurance that
we will be able to gain access and/or be able to execute on
securing new sources of funding, new development opportunities,
successfully obtain regulatory approval for and commercialize new
products, achieve significant product revenues from our products,
or achieve or sustain profitability in the future," the Company
stated in its quarterly report for the period ended June 30, 2017.


NET ELEMENT: CEO Firer Hikes Stake to 10.5% as of Oct. 3
--------------------------------------------------------
Net Element, Inc. Chief Executive Officer Oleg Firer reported in a
Schedule 13D/A filed with the Securities and Exchange Commission
that as of Oct. 3, 2017, he beneficially owns 233,506 shares of
common stock of Net Element, Inc., constituting 10.5 percent of the
shares outstanding.

On Oct. 3, 2017, the stockholders of the Company approved the
issuance of 47,139 (as adjusted for reverse stock split dated Oct.
5, 2017) restricted shares of Common Stock to Mr. Firer as a
performance bonus.

The Shares reported consist of:

     (1) 176,363 (as adjusted for reverse stock split dated Oct. 5,
2017) restricted shares of Common Stock held directly by Mr. Firer;
and

     (2) as the sole member of Star Equities, Mr. Firer can be
deemed to beneficially own the above-described restricted shares of
Common Stock beneficially owned by Star Equities (which equals to
57,143 (as adjusted for reverse stock split dated Oct. 5, 2017)
shares as of Oct. 11, 2017), and those shares collectively
represent approximately 10.5% of the outstanding shares of Common
Stock, based on (x) 2,154,897 (as adjusted for reverse stock split
dated Oct. 5, 2017) shares of Common Stock issued and outstanding
as of Sept. 29, 2017, as disclosed in the Form 8-K filed by the
Issuer with the SEC on Sept. 29, 2017, plus (y) 47,139 (as adjusted
for reverse stock split dated Oct. 5, 2017) restricted shares of
Common Stock issuable to Mr. Firer, plus (z) 28,572 (as
adjusted for reverse stock split dated Oct. 5, 2017) restricted
shares of Common Stock issuable upon exercise of the Amended
Option.

Mr. Firer has sole voting power and sole dispositive power with
respect to 176,363 restricted shares of Common Stock and shared
voting power and shared dispositive power with respect to the
above-described shares beneficially owned by Star Equities.

A full-text copy of the Schedule 13D/A is available for free at:

                      https://is.gd/NzGGBd

                         About Net Element

North Miami, Florida-based Net Element, Inc. (NASDAQ:NETE) --
http://www.netelement.com/-- operates a payments-as-a-service
transactional and value-added services platform for small to medium
enterprise in the US and selected emerging markets.  In the U.S. it
aims to grow transactional revenue by innovating SME productivity
services such as its cloud based, restaurant and retail
point-of-sale solution Aptito.  Internationally, Net Element's
strategy is to leverage its omni-channel platform to deliver
flexible offerings to emerging markets with diverse banking,
regulatory and demographic conditions such as UAE, Kazakhstan,
Kyrgyzstan and Azerbaijan where initiatives have been recently
launched.  Net Element was named in 2016 by South Florida Business
Journal as one of the fastest growing technology companies.

Net Element reported a net loss of $13.61 million on $54.28 million
of total revenues for the 12 months ended Dec. 31, 2016, compared
to a net loss of $13.32 million on $40.23 million of total revenues
for the 12 months ended Dec. 31, 2015.

As of June 30, 2017, Net Element had $21.97 million in total
assets, $19.99 million in total liabilities and $1.97 million in
total stockholders' equity.

Daszkal Bolton LLP's report on the Company's consolidated financial
statements for the year ended Dec. 31, 2016, contains an
explanatory paragraph expressing substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors stated that the Company's recurring losses from operations
and working capital and accumulated deficits raise substantial
doubt about its ability to continue as a going concern.


NEWBERRY BAKERS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Newberry Bakers, Inc.
           fka Newberry Specialty Bakers, Inc.
           fka Coastal Foods, Inc.
        14212 Interdrive West
        Houston, TX 77032

Type of Business: Newberry Bakers, Inc. --
                  http://www.newberrybakers.com/-- is a provider  
                  of wholesale specialty baked goods to the
                  grocery and food service industry.

Chapter 11 Petition Date: October 13, 2017

Case No.: 17-44189

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

Judge: Hon. Russell F. Nelms

Debtor's Counsel: Jeff P. Prostok, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: 817-877-8855
                  Fax: 817-877-4151
                  E-mail: jpp@forsheyprostok.com
                          jprostok@forsheyprostok.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by William A. Evans, chief executive
officer.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:

     http://bankrupt.com/misc/txnb17-44189_creditors.pdf

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

          http://bankrupt.com/misc/txnb17-44189.pdf


NORTHERN OIL: Counsel Says Issuance of 3M Shares Duly Authorized
----------------------------------------------------------------
Northern Oil and Gas, Inc., filed with the Securities and Exchange
Commission a copy of an opinion of Faegre Baker Daniels LLP, the
Company's counsel, with respect to the proposed issuance by the
Company of 3,000,000 shares of its common stock to Michael Reger,
its former chief executive officer and founder.  The Shares will be
issued as part of an agreement to settle a lawsuit brought against
the company by Mr. Reger.

The letter reads as follows:

October 11, 2017
Northern Oil and Gas, Inc.
601 Carlson Pkwy, Suite 900
Minnetonka, MN 55305

Ladies and Gentlemen:

We have acted as counsel to Northern Oil and Gas, Inc., a Minnesota
corporation, in connection with the filing of a prospectus
supplement dated October 11, 2017 to the prospectus dated July 24,
2015 relating to the issuance by the Company, pursuant to that
certain Settlement Agreement and General Release dated September
25, 2017, by and between the Company and Michael L. Reger, of
3,000,000 shares of the Company's common stock, par value $.001 per
share.  The Prospectus forms a part of the Company's registration
statement on Form S-3 (No. 333-205619), filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as
amended, which was declared effective by the Commission on July 24,
2015.

This opinion letter is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K.

Any Securities will be issued under the Amended and Restated
Articles of Incorporation of the Company and issued pursuant to the
Settlement Agreement.

As counsel for the Company, we are familiar with the Articles of
Incorporation and the By-Laws of the Company, and we have reviewed
(i) the Registration Statement, (ii) the Prospectus Supplement and
Prospectus, (iii) the Settlement Agreement, and (iv) the
proceedings taken by the Company in connection with the
authorization of the Securities.  We have also examined such
corporate and other records, documents, agreements and instruments
and have made such other investigations as we have deemed relevant
and necessary in connection with the opinion hereinafter set forth.
As to questions of fact material to this opinion, we have relied
upon certificates or comparable documents of public officials and
of officers and representatives of the Company, without any
independent verification thereof.

Based on the foregoing and subject to the other qualifications,
assumptions and limitations set forth herein, we are of the opinion
that the Securities have been duly authorized and, when issued in
the manner and under the terms of the Settlement Agreement, will
upon such issuance be validly issued, fully paid and
nonassessable.

In rendering the foregoing opinion, we have assumed the accuracy
and truthfulness of all public records of the Company and of all
certifications, documents and other proceedings examined by us that
have been produced by officials of the Company acting within the
scope of their official capacities, without verifying the accuracy
or truthfulness of such representations, and the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals and the
conformity to originals of all documents submitted to us as copies
thereof.  We express no opinion concerning any law other than the
laws of the State of Minnesota and we express no opinion as to the
effect of any other laws.

This opinion is rendered as of the date first written above and is
expressly limited to the matters set forth above and to laws
existing on the date hereof, and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the
Company, the Securities, or the Governing Documents.

We hereby consent to the filing of this opinion as an exhibit to
the current report on Form 8-K filed with the Commission on October
11, 2017 and to being named in the Prospectus Supplement under the
caption "Legal Matters" with respect to the matters stated therein
without implying or admitting that we are "experts" within the
meaning of the Securities Act, or other rules and regulations of
the Commission issued thereunder with respect to any part of the
Registration Statement, including this exhibit.
  
Very truly yours,

FAEGRE BAKER DANIELS LLP

By /s/ Joshua L. Colburn                                
Joshua L. Colburn, Partner

                      About Northern Oil

Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana.

Northern Oil reported a net loss of $293.5 million on $144.9
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $975.4 million on $275.05 million of
total revenues in 2015.

As of June 30, 2017, Northern Oil had $481.3 million in total
assets, $936.8 million in total liabilities, and a total
stockholders' deficit of $455.5 million.

                          *     *     *

In March 2017, Moody's Investors Service affirmed Northern Oil and
Gas' 'Caa2' Corporate Family Rating (CFR), the 'Caa2-PD'
Probability of Default Rating (PDR), the 'Caa3' senior unsecured
notes rating, and the SGL-4 Speculative Grade Liquidity (SGL)
rating.  The ratings outlook is negative.  "The affirmation
reflects Moody's expectations that Northern Oil & Gas will continue
to have elevated leverage as it increases capital spending in 2017
to keep production volumes flat," commented James Wilkins, Moody's
Vice President-Senior Analyst.  "The negative outlook reflects the
likelihood that the company's earnings will not recover
sufficiently to meet its financial covenants in the second quarter
2018."

In August 2017, S&P Global Ratings lowered its corporate credit
rating on Northern Oil and Gas to 'CCC-' from 'CCC'.  The outlook
is negative.  "The downgrade reflects our view of an increased
likelihood the company could engage in a debt exchange or
restructuring we would view as distressed within the next six
months, whereby holders of the company's unsecured debt would
receive substantially less than par value," S&P said.


OAK CLIFF DENTAL: Seeks Authorization to Use Cash Collateral
------------------------------------------------------------
Oak Cliff Dental Center, PLLC, seeks authorization from the U.S.
Bankruptcy Court for the Northern District of Texas to use cash
collateral so that it may continue to carry on its operations, pay
its obligations and provide adequate protection to its Secured
Creditors for their legitimate lien interests.

The Debtor is currently negotiating for the sale of the dental
practice to an unrelated third party, and anticipating a gross sale
price of approximately $350,000.  Under the proposed sale the
purchaser would assume all operations of the dental practice, and
the Debtor claims that much of the value of the practice is its
goodwill based on continuing operations.  Accordingly, the Debtor
asserts it is essential that it maintains operations in order to
conclude the sale of the practice.

Compass Bank/BBVA asserts a claim of approximately $200,000 against
the Debtor's accounts, chattel paper, general intangibles, and FFE.
The Internal Revenue Service also asserts a claim in the
approximate amount of $350,000 against all of the Debtor's assets
in relation to Notices of Tax Liens filed in Dallas County.

The Debtor will grant Compass Bank/BBVA and the IRS a continuing
lien on its postpetition acquired cash collateral to the same
extent and priority they held prior to the Debtor's Chapter 11
filing.  In addition, the Debtor proposes that any cash not
consumed in normal business operations would be accumulated and
held by the Debtor subject to the lien claims of Compass Bank/BBVA
and the IRS.

A full-text copy of the Debtor's Motion, dated October 10, 2017, is
available at http://tinyurl.com/y7e9a58q

                  About Oak Cliff Dental Center

Oak Cliff Dental Center PLLC is a single member Texas professional
limited liability corporation.  Its sole member is Angela L. Jones,
DDS.  OCDC operates a dental practice at 820 N. Zang Blvd., Suite
110, Dallas, Texas, and she is also the only dentist employed by
Oak Cliff Dental Center.

Oak Cliff Dental Center filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 17-33780) on Oct. 4, 2017.

The Debtor is represented by:

           Robert M. Nicoud, Jr., Esq.
           OLSON NICOUD & GUECK, L.L.P.
           10440 N. Central Expwy, Suite 1100
           Dallas, Texas 75231
           Telephone: (214) 979-7308
           Facsimile: (214) 979-7301
           E-mail: rmnicoud@dallas-law.com


OYSTER COMPANY: HSPL Asks Court to Deny Approval of Disclosures
---------------------------------------------------------------
Half Shell Partners, LLC, files an objection to the approval of
Code Oyster Company of Virginia, LLC's disclosure statement
explaining its plan of reorganization.

By the disclosure statement, the Debtor's Plan hinges on an equity
infusion from OCVA Holdings, sufficient enough to pay claims
pursuant to the Plan. Half Shell Partners complains that the
disclosure statement does not address the most salient points of
this proposal -- namely, the amount of the equity infusion required
under the Debtor's projections and any information regarding the
financial ability of OCVA Holdings to fulfill that requirement.

In support of the Debtor's ability to meet its financial
obligations under the Plan, the Debtor provides financial
projections only from HPP of Virginia. However, these projections
are completely meaningless without context - most importantly, the
relationship between the Debtor and HPP of Virginia. In order to
make these financial projections have some relevance to the case at
hand, the Debtor must provide details on its relationship with HPP
of Virginia, including but not limited to the existence and terms
of any contract between the parties and/or what, if any, portion of
the net cash flow of HPP of Virginia described on the financial
projections will be available to the Debtor's creditors.

Further, the disclosure statement lacks a liquidation analysis,
thereby preventing any creditor from determining whether the Plan
provides a better outcome than a liquidation under Chapter 7 of the
Bankruptcy Code.

Half Shell Partners, thus, respectfully requests that the Court
deny approval of the Disclosure Statement; require the Debtor to
file an amended Disclosure Statement 14 days of entry of an order
denying approval of the Disclosure Statement; and grant such other
and further relief as is just and proper.

The Troubled Company Reporter previously reported that OCVA
Holdings will be the vehicle through which the initial liquidity
necessary to execute the Plan stems.OCVA Holdings will, on the
Effective Date, pay the Allowed Loughridge Secured Claim, if any,
in full by purchasing said note and obtaining the same collateral
position as the Loughridge Secured Claim.  In addition, the funds
generated through the OCVA Holdings will facilitate fulfilling the
treatment of each class of claims as set forth in the Disclosure
Statement and in the Plan. Upon cancellation of all Class 9
interests, OCVA Holdings will take control of the Oyster Company of
Virginia and its assets. Upon successful approval of the ISNRP, a
substantial cash flow will inure to the benefit of all classes of
claim and the Reorganized Debtor will make distributions according
to the appropriate treatment of each class of claims at a date
going forward from the Confirmation Date.

A copy of the Disclosure Statement is available at:

    http://bankrupt.com/misc/vaeb16-34750-130.pdf

Counsel for Half Shell Partners, LLC:

     Rachel A. Greenleaf (VSB No. 83938)
     HIRSCHLER FLEISCHER, P.C.
     The Edgeworth Building
     2100 East Cary Street
     Post Office Box 500
     Richmond, Virginia 23218-0500
     Telephone: 804.771.9500
     Facsimile: 804.644.0957
     E-mail: cpaulk@hf-law.com
     rgreenleaf@hf-law.com

            About Oyster Company of Virginia, LLC

A Chapter 7 involuntary petition was filed against Oyster Company
of Virginia, LLC (Bankr. E. D. Va. Case No. 16-34750) on Sept. 27,
2016.  The petition was filed by Jeffrey and Eleanor Orndorff,
Chandler Wiegand, and Half Shell Partners, LLC.

On Nov. 4, 2016, the Chapter 7 case was converted to a Chapter 11
case.  The case is assigned to Judge Keith L. Phillips.

The U.S. trustee for Region 4 on Dec. 23, 2016, appointed seven
creditors of Oyster Company of Virginia, LLC, to serve on the
official committee of unsecured creditors.  The Committee retained
Christian & Barton, LLP, as counsel.


PACIFIC ALLIANCE: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: Pacific Alliance Corporation
        160 North 400 West
        North Salt Lake, UT 84054

Type of Business: Pacific Alliance Corporation is the holding
                  company for Superior Filtration Products, LLC
                  and Star Leasing Inc.  Superior is in the
                  business of retail residential and
                  commercial/industrial air filter frame and
                  housing manufacturing for the clean air
                  industry.  The Company manufactures custom made
                  air filters, filtration systems, and housings
                  which are used primarily in many high technology

                  industries, including semi conductors, ultra
                  pure material handling, bio-technology,
                  pharmaceutical production, synthetics
                  manufacturing, and the containment of airborne
                  radioactive particles in nuclear facilities.  
                  Star Leasing, Inc., is in the trucking industry
                  and is a general commodity carrier.  Since its
                  formation, Star Leasing has expanded its
                  business to include full-circle logistical and
                  brokerage services, warehousing, and
                  distribution.

Chapter 11 Petition Date: October 12, 2017

Case No.: 17-28911

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. Kimball R. Mosier

Debtor's Counsel: Kenneth L. Cannon, II, Esq.
                  DURHAM JONES & PINEGAR, P.C.
                  111 South Main Street, Suite 2400
                  P O Box 4050
                  Salt Lake City, UT 84110-4050
                  Tel: (801) 415-3000
                  Fax: (801) 415-3500
                  Email: kcannon@djplaw.com

Total Assets: $2.80 million as of October 12, 2017

Total Debt: $3.38 million as of October 12, 2017

The petition was signed by Steven K. Clark, president.

A full-text copy of the Debtor's list of four unsecured creditors
is available for free at:

        http://bankrupt.com/misc/utb17-28911_creditors.pdf

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

         http://bankrupt.com/misc/utb17-28911.pdf



PADCO PRESSURE: Trustee Seeks to Hire Own Firm as Legal Counsel
---------------------------------------------------------------
John Luster, the Chapter 11 trustee for PADCO Pressure Control LLC,
seeks approval from the U.S. Bankruptcy Court for the Western
District of Louisiana to hire his own firm as legal counsel.

The trustee proposes to employ John W. Luster, Attorney at Law to
provide legal services in connection with the Debtor's Chapter 11
case.  The firm will charge an hourly fee of $335.

The firm does not hold or represent any interest adverse to the
Debtor's estate, according to court filings.

Luster can be reached through:

     John W. Luster, Esq.
     John W. Luster, Attorney at Law
     P.O. Box 488
     1120 Williams Avenue
     Natchitoches, LA 71458-0488
     Tel: (318) 352-3602
     Fax: (318) 352-3608
     Email: luster_j@bellsouth.net

                  About PADCO Pressure Control

PADCO Pressure Control, L.L.C., based in Lafayette, Louisiana,
filed a Chapter 11 petition (Bankr. W.D. La. Case No. 16-51381) on
October 4, 2016.  The petition was signed by Michael Carr, chief
executive officer.

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

Judge Robert Summerhays presides over the case.  Thomas E. St.
Germain, member of Weinsten & St. Germain, LLC, represents the
Debtor as bankruptcy counsel.

On October 27, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Adams and Reese LLP as its legal counsel.

John W. Luster was appointed Chapter 11 trustee for the Debtor.


PFS HOLDING: Moody's Lowers CFR to Caa1; Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded PFS Holding Corporation's
Corporate Family Rating (CFR) to Caa1 from B3 and its probability
of default rating to Caa1-PD from B3-PD. At the same time, Moody's
downgraded PFS's first lien term loan rating to Caa1 from B3 and
its second lien term loan rating to Caa3 from Caa2. The ratings
outlook is negative.

The downgrade reflects Moody's expectation that debt/EBITDA will
remain above 7.0 times for the next 18 months. Leverage is
currently very high at 8.3 times due to earnings pressure and
borrowings under the revolving credit facility.

Earnings have been soft because of weakness in PFS's independent
pet store channel, which has only been partially offset through
higher ecommerce sales. As the trend of end consumers making more
of their purchases online continues, they spend less at local pet
stores. This in turn reduces PFS's volume to the independent pet
store channel. Moody's believes end consumers will continue to
increase the amount of purchases online creating an ongoing
headwind for PFS in the independent pet store channel.

Moody's downgraded the following ratings:

- Corporate Family Rating to Caa1 from B3

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

- First lien term loan due 2021 to Caa1 (LGD 4) from B3 (LGD 3)

- Second lien term loan due 2022 to Caa3 (LGD 5) from Caa2
   (LGD 5)

The ratings outlook is negative.

RATINGS RATIONALE

PFS Holding's Caa1 Corporate Family Rating reflects the company's
very high financial leverage and narrow margins typical of
distributors. Moody's expects debt to EBITDA to remain above 7.0
times over the next 18 months. The rating also reflects the
company's national distribution platform as the largest pet food
and supply distributor in the U.S.

The negative outlook reflects Moody's concern about revenue growth
given weakness in the company's independent pet store channel. It
also reflects Moody's refinancing concern given the company's very
high financial leverage and the expiration of the revolver in
January 2019.

The ratings could be downgraded if liquidity weakens, operating
performance deteriorates, or if there is sustained negative free
cash flow.

The ratings could be upgraded if the company maintains operating
performance, improves liquidity, and sustains debt/EBITDA below 7.0
times.

Easton, Pennsylvania based PFS Holding Corporation is the owner of
Phillips Pet Food and Supplies. PFS is a leading pet food and pet
supply distributor in the U.S. It services small independent pet
retail stores, veterinarians, groomers, online retailers, and
regional multistore chains. Revenue was $1.2 billion for the twelve
months ended June 30, 2017. Thomas H. Lee owns the majority of the
equity.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.


RADIAL I LP: S&P Affirms Then Withdraws 'B' Corp Credit Rating
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on King
of Prussia, P.A.-based Radial I LP. S&P also affirmed the
issue-level ratings on Radial's $60 million revolving credit
facility due 2020, $515 million first lien term loan due 2020, and
$150 million second lien term loan due 2022.  

S&P subsequently withdrew its 'B' corporate credit rating and the
issue-level ratings on Radial at the company's request.


RADIOLOGY SUPPORT: May Use Cash Collateral Through Jan. 31
----------------------------------------------------------
The Hon. Ernest M. Robles of the U.S. Bankruptcy Court for the
Central District of California has authorized Radiology Support
Devices, Inc., to use cash collateral through and including Jan.
31, 2018.

A hearing on the continued use of cash collateral will be held on
Jan. 24, 2018, at 10:00 a.m.

The Debtor is authorized to continue payments to Matthew Alderson
in the amount of $2,885 per week.  The payments to Mr. Alderson are
not subject to the 15% budget variance; in no event will Mr.
Alderson be paid in excess of $2,885 per week.

The Debtor must make monthly adequate protection payments of
$1,820.45 to Wells Fargo Bank, N.A., with the payments being due on
the first day of each month.

Creditors Citibank, N.A., Wells Fargo, Clay Lorinsky, and the
Internal Revenue Service are granted replacement liens to the
extent of any post-petition diminution in value of the Secured
Creditors' pre-petition collateral as a result of the Debtor's use
of cash collateral during the case.  The replacement liens will
have the same validity, extent, and priority as the pre-petition
interests held by each respective Secured Creditor as of the
petition date.

By no later than Jan. 10, 2018, the Debtor will submit further
evidence in support of the continued use of cash collateral.  That
evidence must include information on the Debtor's sales, expenses,
collections on accounts receivable, order backlog amount, and
profit margin, and must also discuss the extent to which the
Debtor's performance varied from the Budget projections.  Any
response to the Debtors' additional evidence is due by Jan. 17,
2018.

A copy of the Order is available at:

           http://bankrupt.com/misc/cacb17-12054-135.pdf

As reported by the Troubled Company Reporter on June 28, 2017, the
Court authorized the Debtor to continue using cash collateral
through and including Sept. 30, 2017, in accordance with the
budget.

               About Radiology Support Devices

Radiology Support Devices, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-12054) on Feb.
21, 2017.  The petition was signed by Matthew Alderson, president.

At the time of filing, the Debtor estimated $100,000 to $500,000 in
assets and $500,000 to $1 million in liabilities.

Weintraub & Selth, APC, is serving as bankruptcy counsel to the
Debtor, with the engagement led by Daniel Weintraub, Esq., James R.
Selth, Esq., and Elaine V. Nguyen, Esq.  Bette Hiramatsu of
Hiramatsu and Associates, Inc., is the Debtor's financial
consultant; and Tiedt & Hurd, serves as its special litigation
counsel.


RENNOVA HEALTH: Increases Size of Board to Six Directors
--------------------------------------------------------
Rennova Health, Inc.'s Board of Directors increased the size of the
Company's Board to six members and elected Gary L. Blum and John
Beach to fill the newly-created vacancies.

Mr. Blum, 76, established the Law Offices of Gary L. Blum in 1986.
Mr. Blum has served as counsel for a wide variety of closely-held
and public companies for over three decades.  Prior to becoming an
attorney, he was a tenured professor of philosophy at the
University of Nebraska, Omaha.

John Beach, 55, has conceived and managed entrepreneurial ventures
related to the healthcare industry for three decades.  Most
recently, he was chief executive officer of Accelerated Care Plus
Corporation, the nation's leading provider of integrated clinical
rehabilitation programs for post-acute rehabilitation providers,
from 2000 through December 2012 . From December 2012 to March 2015,
he was a private investor.  He has been a director of Alana
HealthCare, LLC, a post-acute care provider, since March 2014 and
served as co-chief executive officer from March 2015 through
December 2016.  Since 2010, Mr. Beach has been the chief executive
officer of Next Steps LLC, which provides consulting services to
investment firms.

The Board then made the following appointments to the three
Standing Board Committees.

   Audit:

   John Beach (Chairman)
   Gary L. Blum
   Dr. Kamran Ajami

   Compensation:

   Gary L. Blum (Chairman)
   John Beach
   Dr. Kamran Ajami

   Nominating/Corporate Governance:

    Dr. Kamran Ajami (Chairman)
    John Beach
    Gary L. Blum

In addition to each being "independent," the Board of Directors
determined that each of Mr. Blum and Mr. Beach is "financially
literate" as required by the Listing Rules of The Nasdaq Stock
Market and that Mr. Beach qualifies as an "audit committee expert"
as defined by the rules and regulations of the Securities and
Exchange Commission and meets the qualifications of "financial
sophistication" under the Listing Rules of The Nasdaq Stock Market.
As a result of the above appointments, each Committee is now made
up of Mr. Blum, Mr. Beach and Dr. Ajami, three independent
directors.

                      About Rennova Health

Based in West Palm Beach, Florida, Rennova Health, Inc.
(NASDAQ:RNVA) -- http://www.rennovahealth.com/-- is a provider of
an expanding group of health care services for healthcare
providers, their patients and individuals.  Historically, the
Company has operated its business under one management team, but
beginning in 2017, the Company intends to operate in four
synergistic divisions with specialized management: 1) Clinical
diagnostics through its clinical laboratories; 2) supportive
software solutions to healthcare providers including Electronic
Health Records, Laboratory Information Systems and Medical Billing
services; 3) Decision support and interpretation of cancer and
genomic diagnostics; and 4) the recent addition of a hospital in
Tennessee.  Rennova believes that its approach will produce a more
sustainable relationship and the capture of multiple revenue
streams from medical providers.

Rennova Health reported a net loss attributable to common
stockholders of $32.61 million on $5.24 million of net revenues for
the year ended Dec. 31, 2016, compared with a net loss attributable
to common stockholders of $37.58 million on $18.39 million of net
revenues for the year ended Dec. 31, 2015.

As of June 30, 2017, Rennova Health had $5.68 million in total
assets, $23.20 million in total liabilities, and a total
stockholders' deficit of $17.51 million.

Green & Company, CPAs, in Temple Terrace, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has
significant net losses and cash flow deficiencies.  Those
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


RENX GROUP: Seeks Approval on Preliminary Use of Cash Collateral
----------------------------------------------------------------
RenX Group II, LLC, requests the U.S. Bankruptcy Court for the
District of Oregon to authorize the preliminary use of at least
$5,705 cash collateral for the payment of ongoing operating
expenses in the normal course of business, as set forth in the
monthly budget.

A final hearing on the Motion will be held on October 24, 2017 at
1:30 p.m.

The Debtor tells the Court that it has no alternative borrowing
source from which it could secure additional funding to operate its
business. In addition, the Debtor claims that it is currently
receiving other rents from non-collateralized properties, but the
Debtor believes that it may need to utilize some funds from the
Property for reorganization.

Prior to the commencement of its bankruptcy case, the Debtor's
predecessor in interest entered into certain Note agreements with
Robert & Melody Johnson, Jeffrey Kantor and Jimmy Drakos, secured
by Deeds of Trust against its real property. In Addition, the Deeds
of Trust contained security agreements covering rents of the
Debtor's property located at 87287 Government Camp Loop, Government
Camp, OR 97028.

In order to adequately protect the interests of the Johnsons, Mr.
Kantor and Mr. Drakos in the pre-petition collateral and for the
Debtor's use of cash collateral, the Debtor proposes to provide
replacement liens pursuant to 11 USC Section 361(2) to property of
the estate of the kind which presently secure the indebtedness owed
the Johnsons, Mr. Kantor and Mr. Drakos, respectively.

Moreover, the Debtor also proposes to pay the following as adequate
protection:

      (1) Robert & Melody Johnson - $250
      (2) Jeffrey Kantor - $50
      (3) Jimmy Drakos - $50

A full-text copy of the Debtor's Motion, filed on October 7, 2017,
is available at http://tinyurl.com/ycn6g5mr

                    About RenX Group II

Founded in 2013, RenX Group II, LLC is a home business in Portland,
Oregon.  It sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 17-33139) on Aug. 22, 2017.  Tracey
Baron, manager, signed the petition. At the time of the filing, the
Debtor disclosed that it had estimated assets and liabilities of $1
million to $10 million.  Judge Trish M. Brown presides over the
case. The Debtor's attorneys are Michael D. O'Brien, Esq. and
Theodore J. Piteo, Esq. of Michael D. O'Brien & Associates, P.C.


REVOLUTION ALUMINUM: Trustee Taps Stewart Robbins as Legal Counsel
------------------------------------------------------------------
The Chapter 11 trustee for Revolution Aluminum Propco, LLC seeks
approval from the U.S. Bankruptcy Court for the Western District of
Louisiana to hire legal counsel.

Lucy Sikes, the bankruptcy trustee, proposes to employ Stewart
Robbins & Brown LLC to, among other things, assist in the
preparation of a bankruptcy plan and investigate the Debtor's
property and secured obligations.

The firm's standard hourly rates are:

     Paul Douglas Stewart, Jr.   Member      $370
     William Robbins             Member      $360
     Brandon Brown               Member      $360
     Ryan Richmond               Member      $325
     Brooke Altazan              Member      $285
     Janet DeLage                Paralegal   $110
     Kimberly Heard              Paralegal   $110

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

The firm can be reached through:

     Paul Douglas Stewart, Jr., Esq.
     Stewart Robbins & Brown, LLC
     301 Main Street, Suite 1640
     P.O. Box 2348
     Baton Rouge, LA 70821-2348
     Tel: (225) 231-9998
     Fax: (225) 709-9467

               About Revolution Aluminum Propco

Revolution Aluminum Propco, LLC, is a Louisiana company established
in 2015.  It owns a real property comprised of approximately 1,400
acres in Pineville, Louisiana.  The property, which is the
Company's sole asset, is an industrial park and the former site of
a paper mill.

Revolution Aluminum Propco is 100% owned by its parent company,
Revolution Aluminum LLC, and is managed by Roger Boggs.

Ryan & Associates, Inc., Engineered Products, Inc., and Tina J.
Hertzel filed an involuntary Chapter 11 case (Bankr. W.D. La., Case
No. 16-81024) against Revolution Aluminum Propco on Sept. 15, 2016.
The Court entered an order officially placing the Debtor in
bankruptcy on Feb. 1, 2017.

The petitioning creditors are represented by Bradley L. Drell,
Esq., at Gold, Weems, Bruser, Sues & Rundell.  

Steffes, Vingiello & McKenzie, LLC, serves as the Debtor's
bankruptcy counsel.  The Debtor hired Beau Box Real Estate as real
estate broker and manager.

On March 16, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Gold Weems Bruser Sues & Rundell, APLC, as counsel.

Lucy G. Sikes was appointed Chapter 11 trustee for the Debtor.


ROBERT TAYLOR: Catahoula Holding Buying Bank Stock for $65K
-----------------------------------------------------------
Robert Drew and Anissa Rose Taylor ask the U.S. Bankruptcy Court
for the Western District of Louisiana to authorize the private sale
of their shares of stock, specifically described as one certificate
for 3,500 shares of stock in Catahoula Holding Co. issued Jan. 8,
2015, to Catahoula Holding for the sum of $18.50 per share or a
total purchase price of $64,750.

Among the assets of the Debtors' estate is the Bank Stock.  Their
Plan provides that they will no longer engage in business and will
liquidate most of their assets.  The Debtors desire to sell the
Bank Stock in order to liquidate the remaining assets and show that
this sale will help expedite payment to the holders of allowed
claims.

The Debtors acquired the Bank Stock as a gift from a relative of
Robert Drew Taylor and cannot liquidate their assets without
selling the same.  They're not aware of any liens or encumbrances
on the Bank Stock and believe the same to be unencumbered.

The Debtors are aware that any transfer of the Bank Stock is
governed by the transfer restrictions on the same as set forth in
the Articles of Incorporation and By Laws of Catahoula Holding.
They believe the transfer restrictions on the stock certificate
require that they offer the same to Catahoula Holding prior to
offering the same for sale to any other prospective purchaser.

An offer to purchase the Bank Stock has been made by Catahoula
Holding.  The terms of sale are to be cash at the time of closing.
The Purchaser is the parent company of Catahoula LaSalle Bank,
which is the holder of a secured and unsecured claim in the case.  


Accordingly, the Purchaser is defined as an "insider" of the
Debtors under 11 U.S.C. 101 (31).

In order to receive the best price for the Bank Stock, it is
necessary that notice and an opportunity for higher bid be given,
subject to the restrictions on transfer described.  

In order for the sale to be conducted at the first hearing, an
order is required that any higher bid pay the price with certified
funds or cash equivalent at the time of the sale or shortly
thereafter as set forth.

The Debtors have been required to make use of the services of their
attorney to prepare and file the Motion.  They ask an order of the
Court allowing for the payment of his fees and expenses, after
approval by the Court, as an expense of the sale.  They further ask
an order allowing for the sales proceeds to be held in the trust
account of their counsel pending further orders of the Court.

The Debtors believe the Purchase Price of $64,750, is a fair and
reasonable consideration for the sale of the Bank Stock as it
represents a recent increase in its fair market value.  They
therefore recommend the sale to Catahoula Holding as being in the
best interests of the estate.

The Debtors ask the Court to waive the 14-day stay imposed by
F.R.B.P. Rule 9004(h).

Robert Drew Taylor and Anissa Rose Taylor filed a voluntary
petition seeking relief pursuant to Chapter 12 of Title 11 of the
United States Code on March 14, 2017.  Thereafter, the same was
converted to one under Chapter 11 (Bankr. W.D. La. Case No.
17-80258) on June 8, 2017.  Their Plan of Reorganization was filed
on Aug. 21, 2017, providing for liquidation of unencumbered assets.


ROBERT TAYLOR: Father Buying Cattle Farm Equipment for $60K
-----------------------------------------------------------
Robert Drew and Anissa Rose Taylor ask the U.S. Bankruptcy Court
for the Western District of Louisiana to authorize the sale of (i)
John Deere 6415 Tractor – SN #L06415D493319; (ii) John Deere 5525
MFWD Tractor – SN #LV5525R45392; (iii) John Deere Loader – SN
W00542D26359; (iv) 2010 Kubota L3940 HSTC Tractor – SN 50255; and
(v) Loader Model LA- 724 - SN 86146 which were used in connection
with their cattle operations to Drewett Taylor for $60,000, subject
to overbid.

The Equipment is located on the immovable property owned by the
Purchaser.  The Debtors' Plan provides that they will no longer
engage in the cattle operations and the cattle have been sold per
order of the Court.  They have no further need for the Equipment
and propose to sell the same in order to liquidate these assets.

The Debtors are aware that liens on the Equipment have been
asserted by the United States of America, Department of
Agriculture, Farm Services Agency and Catahoula LaSalle Bank.
Catahoula LaSalle Bank filed a Motion For Relief from the Automatic
Stay and Abandonment of Property in the matter on Aug. 4, 2017,
claiming a lien on the Equipment.  The claims asserted by them in
this case indicate that there is no equity in this collateral.

An offer to purchase the Equipment has been made by the father of
Robert Drew Taylor, Drewett Taylor, for the sum of $60,000.  The
terms of sale are to be cash at the time of closing.  Since the
Purchaser is the father of one of the Debtors, accordingly, the
Purchaser is a person who is defined as an "insider" of the Debtors
under 11 U.S.C. 101 (31).

The Equipment will be sold free of liens with the liens and
encumbrances to attach to the proceeds of the sale, in order to be
able to deliver a good, valid and merchantable title to the
Purchaser.  

In order to receive the best price for the Equipment, it is
necessary that notice and an opportunity for higher bid be given.
After considering the various options, the Debtors believe the
property should be sold at public auction.

In order for the auction to be held at the first hearing, an order
is required that the highest or successful bidder pay the price
with certified funds or cash equivalent at the time of the auction
or shortly thereafter as set forth.

Since the amount involved is not sufficient to justify the normal
and customary expenses of an auction, the Debtors ask an order
requiring the following:

     a. the auction will be conducted by counsel for the Debtors;

     b. the auction will take place immediately following the
hearing on this motion at the Court, in a location in the Court to
be selected by the auctioneer;

     c. the minimum or starting bid is the sum of $60,000;

     d. all bids in excess of that amount will be at least $5,000
more than the previous bid; and the auctioneer will have authority
to increase that amount to $10,000, if necessary in the interest of
time;

     e. the last and highest bidder, as determined by the
auctioneer will be required to deposit the amount of that bid in
the trust account of counsel for the debtor within 72 hours after
the completion of the auction.  Should that not occur, the
auctioneer will be entitled to apply for an ex parte order setting
aside the last and highest bid and finding the next highest bid to
be the successful bid;

     f. the auctioneer will file a report of the auction with the
Court within 24 hours after the conclusion of the auction;

     g. all parties in interest are entitled to attend, observe,
and participate in the auction; and

     h. the Bank of Montgomery, as the first and fully secured
lienholder, is entitled to credit bid in accordance with RadLAX
Gateway Hotel, LLC v. Amalgamated Bank.

The Debtors have been required to make use of the services of their
attorney to prepare and file the Motion.  They ask an order of the
Court allowing for the payment of his fees and expenses, after
approval by the Court, as an expense of the sale and in addition to
the purchase price to be paid by the last and highest bidder.  They
also ask an order allowing for the sales proceeds to be held in the
trust account of their counsel pending further orders of the
Court.

At the time fixed for the auction, the property will be sold to the
last and highest bidder as set forth.  The person making the offer
is aware that the equipment is being sold "as is," and he is
familiar with the current condition of the Equipment.  Their
decision to sell the assets is based on the fact that the Equipment
is a significant part of the unliquidated assets remaining in the
Debtors' estate, and their sale will help expedite payment to the
holders of allowed claims.

The Debtors ask the Court to waive the 14-day stay imposed by Rule
6004(h) of the Federal Rules of Bankruptcy Procedure.

Robert Drew Taylor and Anissa Rose Taylor filed a voluntary
petition seeking relief pursuant to Chapter 12 of Title 11 of the
United States Code on March 14, 2017.  Thereafter, the same was
converted to one under Chapter 11 (Bankr. W.D. La. Case No.
17-80258) on June 8, 2017.  Their Plan of Reorganization was filed
on Aug. 21, 2017, providing for liquidation of unencumbered assets.


ROCKY MOUNTAIN: Incurs $9.27 Million Net Loss in Fiscal 2017
------------------------------------------------------------
Rocky Mountain High Brands, Inc., filed with the Securities and
Exchange Commission its annual report on Form 10-K disclosing a net
loss of $9.27 million on $401,974 of sales for the year ended June
30, 2017, compared to net income of $2.32 million on $1.07 million
of sales for the year ended June 30, 2016.

As of June 30, 2017, Rocky Mountain had $1.27 million in total
assets, $8.58 million in total liabilities, all current, and a
total shareholders' deficit of $7.30 million.

Net cash used in operating activities during the years ended June
30, 2017, and 2016 was $1.903 million and $1.779 million,
respectively.  In both years the Company used funds for inventory
production, sales and promotions, and administrative expenses.  The
increase in cash used in operating activities during the year ended
June 30, 2017, was a result of increased officer and employee
compensation, rent and storage expenses, and expenses related to
the startup of the Eagle Spirit Water brand.

Net cash used in investing activities during the years ended June
30, 2017, and 2016 was $89,870 and $119,042, respectively.  In 2017
the Company invested in the startup of the Eagle Spirit Water
brands as well as delivery vehicles and computer equipment. During
2016 the Company's investment primarily related to the acquisition
of several delivery vehicles.

Net cash provided by financing activities during the years ended
June 30, 2017 and 2016 was $1.982 million and $1.905 million,
respectively.  In both years, over 50% of the net cash provided by
financing activities was from the proceeds of sales of common stock
with the remainder coming from net proceeds of notes payable.  In
2017 the Company received proceeds of $991,400 from the issuance of
common stock, compared to $1.282 million in 2016.

As of June 30, 2017 and 2016 the Company's outstanding debt totaled
$1.635 million and $895,800, respectively.  The increase in debt
during 2017 was to fund the Company's operations, including
inventory production and the startup of the Eagle Spirit Water
brand.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended June 30, 2017, noting that the
Company has a shareholders' deficit of $7,304,278, an accumulated
deficit of $26,154,633 at June 30, 2017, and has generated
operating losses since inception.  These factors, among others,
raise substantial doubt about the ability of the Company to
continue as a going concern.

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

                      https://is.gd/os2za5

                      About Rocky Mountain

Rocky Mountain High Brands, Inc. (OTCMKTS:RMHB) is a consumer goods
brand development company specializing in developing,
manufacturing, marketing, and distributing food and beverage
products and spring water.  The Company currently markets a lineup
of five naturally flavored hemp-infused beverages (Citrus Energy,
Black Tea, Mango Energy and Lemonade) and a low-calorie
hemp-infused Coconut Lime Energy drink.  The Company also offers
hemp-infused 2oz. Mango Energy Shots and Mixed Berry Energy Shots.
In August 2016 the Company launched Eagle Spirit Spring Water, a
line of naturally high alkaline spring water.


ROSETTA GENOMICS: Raises $2 Million from Private Placement
----------------------------------------------------------
Rosetta Genomics Ltd. has entered into definitive agreements with
one prominent institutional healthcare investor for a private
placement of unregistered convertible debentures (convertible into
2,173,914 ordinary shares) and warrants to purchase up to 2,173,914
ordinary shares for gross proceeds of $2 million.

H.C. Wainwright & Co. is acting as exclusive placement agent for
the offering.

The convertible debentures will (i) have a term of 30 years, (ii)
be unsecured, (iii) not bear any interest and (iv) have a
conversion price of $0.92 per share.  The warrants will (i) have a
term of five years, (ii) be exercisable upon issuance and (iii)
have an exercise price of $1.15 per share.  In the event of a
reverse stock split, the conversion price of the convertible
debentures may be reduced to the average of the volume weighted
average price for the two days with the lowest volume weighted
average price during the ten trading days immediately following the
reverse stock split; provided that the conversion price of the
debentures will not be adjusted below $0.20 per share.
Additionally, the conversion price of the convertible debentures
are subject to full ratchet anti-dilution protection in the event
Rosetta issues securities below the conversion price then in
effect; provided that the conversion price of the debentures will
not be adjusted below $0.20 per share.

The closing of the offering was expected to occur on or about Oct.
2, 2017, subject to the satisfaction of customary closing
conditions.

The unregistered convertible debentures and warrants described
above were offered in a private placement under Section 4(a)(2)
under the Securities Act of 1933, as amended, and Regulation D
promulgated thereunder and, along with the ordinary shares issuable
upon their conversion and exercise, have not been registered under
the Act, and may not be offered or sold in the United States absent
registration with the United States Securities and Exchange
Commission or an applicable exemption from such registration
requirements.  Rosetta has agreed to file one or more registration
statements with the SEC covering the resale of the ordinary shares
issuable upon conversion of the unregistered convertible debentures
and upon exercise of the warrants.

                     About Rosetta Genomics

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in DNA
and are believed to play an important role in normal function and
in various pathologies.  The Company has established a
CLIA-certified laboratory in Philadelphia, which enables the
Company to develop, validate and commercialize its own diagnostic
tests applying its microRNA technology.

Rosetta Genomics reported a net loss of US$16.23 million on US$9.23
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of US$17.34 million on US$8.26 million of
total revenues for the year ended Dec. 31, 2015.  

As of Dec. 31, 2016, Rosetta had US$11.96 million in total assets,
US$7.54 million in total liabilities and $4.41 million in total
shareholders' equity.

Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in
Tel-Aviv, Israel, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has recurring losses from operations and
has limited liquidity resources that raise substantial doubt about
its ability to continue as a going concern.


S & E HOLDINGS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: S & E Holdings, Inc.
        22350 Route 522
        Beaver Springs, PA 17812

Type of Business: S & E Holdings, Inc. is a small business debtor
                  that is engaged in wood product manufacturing.

Chapter 11 Petition Date: October 12, 2017

Case No.: 17-04250

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Hon. Henry W. Van Eck

Debtor's Counsel: Lawrence G. Frank, Esq.
                  LAW OFFICE OF LAWRENCE G. FRANK
                  100 Aspen Drive
                  Dillsburg, PA 17019
                  Tel: 717 234-7455
                  Fax: 717 432-9065
                  Email: lawrencegfrank@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Ernest L. Knepp, Jr., president.

The Debtor failed to include a list of the names and addresses of
its 20 largest unsecured creditors together with the petition.

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

           http://bankrupt.com/misc/pamb17-04250.pdf


SABLE NATURAL: Seeks Exclusivity Extn. to Allow Plan Negotiations
-----------------------------------------------------------------
BankruptcyData.com reported that Sable Natural Resources filed with
the U.S. Bankruptcy Court a motion to extend the exclusive period
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including Nov. 6, 2017 and Dec. 11,
2017, respectively.  The motion explains, "On August 14, 2017, this
Court entered the Agreed Order Granting in Part and Denying in Part
United States Trustee's Motion to Convert Cased to a Case Under
Chapter 7 or, in the Alternative, to Dismiss Case.  On August 31,
2017, the Debtor filed its Plan of Reorganization Dated August 31,
2017.  The Debtor received comments from the U.S. Trustee and
creditors regarding objections to the proposed Plan and Disclosure
Statement and has been in negotiations to resolve the objections.
Additionally, counsel for Debtor was in a week-long trial the week
of September 25, 2017, which trial was continued to October 5 and
6, 2017.  The Debtor hereby requests that the Court extend the
deadline to obtain approval of its Disclosure Statement to November
6, 2017 and extend the deadline to confirm its Plan of
Reorganization to December 11, 2017."

                 About Sable Natural Resources

Sable Natural Resources Corp. acquires, develops and produces oil
and natural gas reserves from wells in carbonate reservoir.

Sable Natural Resources filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 16-34422) on Nov. 11, 2016.  The Company is
represented by Joyce Lindauer of Joyce W. Lindauer Attorney, PLLC.
The Debtor disclosed $20.24 million in assets and $3.19 million in
liabilities.

Subsidiary Sable Operating previously filed a Chapter 11 petition
on Aug. 28, 2015, and emerged from that bankruptcy on Nov. 1, 2016.


SAMUEL EVANS WYLY: Casa B3905 Buying Dallas Property for $9.4M
--------------------------------------------------------------
Samuel Evans Wyly asks the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the private sale of his residential
property located at 3905 Beverly Drive, Dallas, Texas to Casa B
3905, LLC, $9,400,000.

The Property in the Park Cities neighborhood of Dallas determined
to be the homestead of the Debtor in the Order entered on July 12,
2016.  Except for current property taxes not yet due, the Homestead
is unencumbered.

The Debtor is the sole owner of the Homestead.  He acquired the
Homestead in 1966 and lived in the Homestead as his home until May
2017 when he moved to the Edgemere retirement community.  In the
present factual circumstances in the Case and given his duty to
maximize the value of his estate, the Debtor, in consultation with
his professional advisors, sought Court approval to market and sell
the Homestead.

On April 18, 2017, the Court entered the Order authorizing the
Debtor's engagement of Allie Beth Allman & Associates ("ABA"), a
real estate brokerage firm located in Dallas, Texas, to market and
sell the Homestead pursuant to the Court approved sale procedures
in order to maximize value for the estate.

The Debtor asks an order authorizing him Debtor to close the
private sale of the Homestead at a price of $9,400,000, under the
terms of the One to Four Family Residential Contract (Resale) dated
Oct. 9, 2017 with the Buyer.  The net proceeds of the sale (after
deduction of brokerage commissions, closing costs, any other
customary costs, and the proration of property taxes) will be
deposited into the segregated DIP account created prior to the sale
of the Homestead under the jurisdiction of the Court, subject to
the rights and claims of all parties.

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

      http://bankrupt.com/misc/Samuel_Wyly_1877_Sales.pdf

ABA believes the terms of the Sale Agreement to be fair and
reasonable and reflecting the highest and otherwise best value
obtainable after extensive marketing over the past six months.
Further, with the holidays and the traditionally-slow real estate
season approaching, ABA believes closing on this sale in a timely
manner will secure the maximum value for the Homestead likely to be
achieved in the foreseeable future.

The Committee, the Securities and Exchange Commission, the
Department of Justice on behalf of the Internal Revenue Service,
and the U.S. Trustee do not oppose the accelerated hearing date and
have indicated they do not intend to object to the relief
requested.

The Debtor asks that the Order approving the sale of the Homestead
be effective immediately by waiving the 14-day stay under
Bankruptcy Rule 6004(h).

The Purchaser is represented by:

          Brian M. Lidji, Esq.
          LIDJI, DOREY & HOOPER
          500 N. Akard, Ste 3500
          Dallas, TX 75201
          Telephone: (214) 774-1200
          Cellular: (214) 566-2118
          Facsimile: (214) 774-1212
          E-mail: Blidji@LDHlaw.com

                         About Sam Wyly

Sam Wyly is a lifelong entrepreneur and author.  His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.
His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.

Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil fraud
case.  In September 2014, a federal judge ordered Mr. Wyly and the
estate of his deceased brother to pay more than $300 million in
sanctions after they were found guilty of committing civil fraud to
hide stock sales and nab millions of dollars in profits.


SHEET METAL AIR: Has Final Permission to Use Cash Collateral
------------------------------------------------------------
Judge H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas signed an agreed order granting Sheet
Metal Air Plus Co., LLC, final approval to use cash collateral on a
going-forward basis in the Chapter 11 case, subject only to
modification and/or the terms of a confirmed Plan of
Reorganization.

Sheet Metal Air Plus may use cash collateral on a final basis under
these conditions:

     (A) The Debtor will make adequate protection payments payable
to the Texas Comptroller of Public Accounts, in the amount of $500
each month until further Order of the Court.

     (B) The Texas Comptroller is awarded a replacement in
post-petition cash collateral to the same extent as existent on
August 9, 2017.

     (C) The Debtor will maintain the replacement collateral at a
level generally no less than what was on hand on Petition Date.

     (D) The Debtor will use the cash collateral only in the
ordinary course of business.

     (E) The Debtor will make available on-line its Monthly
Operating Reports, on their due dates in this case.

     (F) The Debtor will file all postpetition tax reports and
returns on a timely basis and pay all postpetition taxes on a
timely basis, beginning with those accruing Aug. 10, 2017 and
after.

A full-text copy of the Agreed Order, dated Oct. 10, 2017, is
available at http://tinyurl.com/ycw33rgz

The Texas Comptroller is represented by:

           John Mark Stern, Esq.
           Assistant Attorney General
           Bankruptcy & Collection Division MC 008
           P.O. Box 12548
           Austin, TX 78711-2548
           Telephone: (512) 475-4868
           Facsimile: (512) 936-1409
           E-mail: john.stern@oag.texas.gov

                   About Sheet Metal Air Plus

Sheet Metal Air Plus Co., LLC, is an HVAC systems installation
business.  

Sheet Metal Air Plus sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-31270) on Aug. 10,
2017.  The petition was signed by its sole member, Alberto Ortiz.

The Debtor estimated assets of less than $50,000 and liabilities
between $100,000 and $500,000.

Judge H. Christopher Mott presides over the case.

E.P. Bud Kirk, Esq., is the Debtor's legal counsel.  John Leeper,
Esq., is the Debtor's special tax counsel.


SL GREEN: Fitch Assigns 'BB' Perpetual Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to the $500 million of
3.25% senior unsecured notes due 2022 issued by SL Green Operating
Partnership, L.P, the operating partnership of SL Green Realty
Corp. (NYSE: SLG). The $500 million notes were priced at 99.893% of
the principal amount to a re-offer yield at 3.273% or a 135bp
spread over the benchmark rate. The company intends to repay the
$295 million of 3% exchangeable senior notes due 2017 and other
future indebtedness.

KEY RATING DRIVERS

Fitch's ratings consider SLG's credit strengths, including its
strong competitive position and high-quality New York office
portfolio that enjoys high occupancy rates, long-term leases to
solid credit tenants, and above-average contingent liquidity from
institutional lenders and investors. The company also has
manageable, well-balanced lease maturity and debt expiration
schedules as well as limited floating-rate debt exposure.

Geographic concentration in the New York metro area and exposure to
capital intensive office properties are factors that balance the
company's credit positives. The persistent strength and economic
diversity of Manhattan and high face rents help to mitigate these
risks. SLG is also a less established unsecured borrower than many
similarly or higher-rated REIT peers.

APPROPRIATE LEVERAGE

SLG's recurring debt-to-EBITDA leverage is in-line with similarly
rated equity REIT peers, but appropriate to conservative after
adjusting for lower market-level cap rates for Manhattan commercial
real estate. Fitch expects SLG to operate with leverage at 7.0x or
below during the Rating Outlook horizon.

SLG has tightened its financial policies as it transitions to an
investment-grade, unsecured borrowing strategy. Asset sales and
incremental net operating income (NOI) from repositioning and
leasing of value-add acquisitions have supported the company's
de-levering.

The company's leverage ratio was 6.7x for the TTM ending in June
30, 2017, compared to 7.1x for the year ended in 2016.

APPROPRIATE FIXED-CHARGE COVERAGE

Fitch expects SLG's fixed-charge coverage (FCC) to remain
relatively flat, since growth in cash flow is partially offset by
an environment in which landlords will continue to offer attractive
tenant lease incentives. FCC was 2.1x for the TTM ending June 30,
2017, compared to 2.4x for the year ended in 2016.

ADEQUATE UNENCUMBERED ASSET COVERAGE OF DEBT

Fitch expects SLG's consolidated unencumbered asset coverage of net
unsecured debt (UA/UD) to sustain in the low 2.0x during the
Outlook horizon. The company's UA/UD - calculated as annualized
second quarter 2017 unencumbered property NOI divided by a stressed
7% capitalization rate - results in coverage of 2.1x, compared to
2.3x as of September 30, 2016 and 1.6x as of June 30, 2015.

The company's improved UA/UD ratio is an important credit positive.
UA/UD coverage below 2.0x had historically hindered SLG's credit
profile, when compared to similarly rated companies, particularly
given that the stressed capitalization rate applied to SLG's NOI is
the lowest across Fitch's rated universe. However, when considering
that Midtown Manhattan assets are highly sought after by secured
lenders and foreign investors, the results are a stronger
contingent liquidity relative to most asset classes in other
markets.

STRONG MANAGEMENT TEAM

The ratings also consider the strength of SLG's management team,
given their knowledge of the Manhattan office sector and their
ability to maintain occupancy and liquidity throughout the
downturn. This expertise has also been demonstrated by the
company's ability to identify off-market acquisition opportunities,
and its maintenance and growth of portfolio occupancy and balance
sheet liquidity throughout the downturn and into the current cycle.
The management team has also led the company towards an even
greater property focus within Manhattan, not only within the office
segment, but also by expanding to the potentially highly profitable
retail segment.

HIGH-QUALITY, CONCENTRATED TENANT BASE

As of June 30, 2017, SLG's portfolio has a modest degree of tenant
concentration, with the top 10 tenants representing 28.1% of annual
base rent. This compares to the contribution of the top 20 tenants
of Boston Properties and Vornado Realty of 27.4% and 25.7%,
respectively. Despite the concentration, the largest tenant Credit
Suisse (IDR of A-/Stable) comprises 8.4% of SLG's share of annual
cash rent, and four of SLG's top 10 tenants have strong
investment-grade Fitch ratings.

MANAGEABLE LEASE EXPIRATION PROFILE

As of June 30, 2017, SLG has a manageable lease expiration schedule
with an average of only 9.6% of consolidated Manhattan rents
expiring annually 2018-2021. While slightly more of the company's
consolidated suburban property rents expire during that same period
(12% on average), the suburban portfolio represents a limited
portion of the company's total assets and only 7.7% of annualized
cash rent.

LADDERED DEBT MATURITIES

Further supporting the ratings is SLG's manageable debt maturity
schedule. Over the next five years, 2019 and 2020 are the largest
years of debt maturities with 19% and 16% of pro rata debt
expiring, respectively, after accounting for the newly issued $500
million in notes and the payoff of the $295 million of exchangeable
notes and future indebtedness. The largest maturity impact in 2019
is the $1.2 billion of term loans, while 2020 maturities include
SLG's $721 million of non-recourse mortgage debt and $430 million
of unsecured debt.

RECKSON'S IDR LINKED TO SLG'S

Consistent with Fitch's criteria, "Parent and Subsidiary Rating
Linkage." Reckson's IDR is linked and synchronized with SLG's due
to strong legal, operational and strategic ties between it and SLG,
including each entity guaranteeing certain corporate debt of the
other.

JUNIOR SUBORDINATED NOTES NOTCHING

The one-notch differential between SLG's IDR and junior
subordinated notes (trust preferred securities) is consistent with
Fitch's criteria for corporate entities with an IDR of 'BBB-'.
Based on Fitch's "Treatment and Notching of Hybrids in Nonfinancial
Corporate and REIT Credit Analysis," these securities are senior to
SLG's perpetual preferred stock but subordinate to SLG's corporate
debt. Holders of such notes have the ability to demand full
repayment of principal and interest in the event of unpaid
interest.

PREFERRED STOCK NOTCHING

The two-notch differential between SLG's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB-'. Based on Fitch's "'Treatment and Notching of
Hybrids in Nonfinancial Corporate and REIT Credit Analysis", these
preferred securities are deeply subordinated and have loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.

DERIVATION SUMMARY

SLG owns high-quality, primarily New York City office portfolios,
with high occupancy rates, long-term leases to solid credit
tenants. The company's New York-focused portfolio has better
contingent liquidity from institutional lenders and investors than
lower-rated peer Mack-Cali Realty Corp. (BB+/Stable). The
persistent strength and economic diversity of Manhattan and its
high face rents help to mitigate the geographic concentration risk.
SLG approaches ground-up development more opportunistically, rather
than as a key operating strategy component as does higher-rated
peer Boston Properties, Inc. (BBB+/Stable).

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for SL Green Realty
Corp. include:

-- Low single-digit growth in annual same-store NOI in 2017-2019;

-- Secured debt maturities refinanced dollar-for-dollar with
    secured mortgage debt;

-- Public unsecured bond issuance in 2019 to partially refinance
    maturing unsecured term loan;

-- $200 million of acquisitions in 2018-2019 at 5% capitalization

    rate;

-- No common equity issuance through the forecast period absent a

    material shift in equity price relative to consensus NAV.
    Fitch also assumes no equity buybacks despite the $1 billion
    stock buyback program currently in place.

RATING SENSITIVITIES

The following factors may have a positive impact on SLG's ratings:

-- Fitch's expectation of leverage sustaining below 7.0x
    (leverage was 6.7x for the TTM ending June 30, 2017);

-- SLG's demonstrated access to unsecured bonds;

-- Fitch's expectation of fixed charge coverage sustaining above
    2.25x (coverage was 2.1x for the TTM ending June 30, 2017).

The following factors may have a negative impact on SLG's ratings
and/or Outlook:

-- Fitch's expectation of UA/UD sustaining below 2.0x;

-- Fitch's expectation of leverage sustaining above 8x;

-- Fitch's expectation of fixed-charge coverage sustaining below
    1.5x;

-- A sustained liquidity shortfall (base case liquidity coverage
    was 1.1x for the period Jul. 1, 2017 to Dec. 31, 2018).

LIQUIDITY

Fitch's stressed, base case liquidity analysis shows SLG's sources
of liquidity (cash, availability under the company's unsecured
revolving credit facility, and Fitch's expectation of retained cash
flows from operating activities after dividends and distributions)
covered uses of liquidity (pro rata debt maturities, Fitch's
expectation of recurring capital expenditures and non-discretionary
development expenditures) by 1.1x for the period July 1, 2017 to
Dec. 31, 2018. Under a scenario where the company refinances 80% of
maturing secured debt, liquidity coverage improves to 1.7x, which
would be adequate for the rating.

SLG has distributed approximately 66% of its adjusted funds from
operations (AFFO) for the quarter ended June 30, 2017. This is up
from prior years where the AFFO payout was 57.8% for the year ended
2016 and 57.6% for the year ended 2015. Fitch expects the company's
projected AFFO payout ratio to trend toward industry norms in the
coming years, at levels between 70%-90%.

FULL LIST OF RATING ACTIONS

Fitch rates SLG as follows:

SL Green Realty Corp.

-- IDR 'BBB-';
-- Senior unsecured notes 'BBB-';
-- Perpetual preferred stock 'BB'.

SL Green Operating Partnership, L.P.

-- IDR at 'BBB-';
-- Unsecured line of credit 'BBB-';
-- Senior unsecured notes 'BBB-';
-- Exchangeable senior notes 'BBB-';
-- Junior subordinated notes 'BB+'.

Reckson Operating Partnership, L.P:

-- IDR 'BBB-';
-- Senior unsecured notes 'BBB-'.

The Rating Outlook is Positive.


SNOWBALL TAXI: Taps Trenk DiPasquale as Legal Counsel
-----------------------------------------------------
Snowball Taxi Inc. seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire Trenk, DiPasquale, Della
Fera & Sodono, P.C. as legal counsel.

The firm will, among other things, advise the company and its
affiliates regarding their duties under the Bankruptcy Code;
negotiate with creditors; and assist in the preparation of a plan
of reorganization.

Trenk DiPasquale was paid an initial retainer of $25,000, plus
$8,585 for the filing fees.

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

Trenk DiPasquale can be reached through:

     Joseph J. DiPasquale, Esq.
     Thomas M. Walsh, Esq.
     Robert S. Roglieri, Esq.
     Trenk, DiPasquale, Della Fera & Sodono, P.C.
     347 Mount Pleasant Avenue, Suite 300
     West Orange, NJ 07052
     Phone: 973-243-8600
     Email: jdipasquale@trenklawfirm.com
     Email: twalsh@trenklawfirm.com
     Email: rroglieri@trenklawfirm.com

                    About Snowball Taxi Inc.

Snowball Taxi Inc. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
17-28562) on September 12, 2017.  Evgeny A. Freidman, their
president, signed the petitions.

At the time of the filing, each Debtor disclosed that it had
estimated assets and liabilities of less than $500,000.

Judge Vincent F. Papalia presides over the cases.  The Debtors
hired Fox Rothschild LLP as special litigation counsel.


SOUTHERN REDI-MIX: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Southern Redi-Mix Corporation
        99 Clay Pit Road
        Marshfield, MA 02050

Type of Business: Located in Marshfield, Massachusetts,
                  Southern Redi-Mix Corporation is a
                  privately held company that is engaged in
                  concrete manufacturing business.

Chapter 11 Petition Date: October 12, 2017

Case No.: 17-13790

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Frank J. Bailey

Debtor's Counsel: John M. McAuliffe, Esq.
                  JOHN M. MCAULIFFE & ASSOCIATES, P.C.
                  430 Lexington Street
                  Newton, MA 02466
                  Tel: (617) 558-6889
                  E-mail: john@jm-law.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gregory Keelan, president.

The Debtor did not file a list of 20 largest unsecured creditors
together with the petition.

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

            http://bankrupt.com/misc/mab17-13790.pdf



SPEED LUBE: Sale of Five Properties for $1.1 Million Approved
-------------------------------------------------------------
Judge Laura K. Grandy of the U.S. Bankruptcy Court for the Southern
District of Illinois authorized Speed Lube, LLC's sale of real
property and improvements commonly known as and miscellaneous
personal property: (i) located at 4209 S. Morgan Ave., Evansville,
Indiana ("Evansville 1") and located at (ii) 3500 N. First Avenue,
Evansville, Indiana ("Evansville 2") to Calm Investment Group, LLC
or its assigns for $425,000; (iii) located at 3032 Ave. L, Ft.
Madison, Iowa ("Ft. Madison") to MSLR Rentals for $70,000; (iv)
located at 327 N. Main Street, Canton, Illinois ("Canton") to John
Davis for $104,500; and (v) The Tribes Subdivision located in
Pocahontas, Illinois ("Tribes") to Steven Dugan, one of the
Debtor's principals, for $480,000.

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

At the closing of the sales of the Sale Property, Prairie State
Bank & Trust will receive payment in full of the note identified in
the Prairie State Objection, including all principal, accrued
interest, late charges and attorney fees, which payment will be
made from the Evansville Proceeds.

At the closing of the sales of the Sale Property, Providence Bank
will receive:

     a. the Evansville Proceeds after payment of the sums described
in the foregoing, less (i) applicable sales commissions associated
with the sales of Evansville 1 and Evansville 2; (ii) costs and
expenses typically associated with the closing of sales of real
property and improvements; (iii) all unpaid and prorated ad valorem
property taxes associated with Evansville 1 and Evansville 2; and
(iv) the sum of $25,000, which will be retained by the Debtor for
payment of costs and expenses associated with this case under
Chapter 11, including, without limitation, applicable fees payable
to the Office of the United States Trustee;

     b. the Ft. Madison Proceeds, less (i) applicable sales
commissions associated with the sale of Ft. Madison, (ii) costs and
expenses typically associated with the closing of sales of real
property and improvements, and (iii) all unpaid and prorated ad
valorem property taxes;

     c. the Canton Proceeds, less (i) applicable sales commissions
associated with the sale of Canton, (ii) costs and expenses
typically associated with the closing of sales of real property and
improvements, and (iii) all unpaid and prorated ad valorem property
taxes associated with Canton; and

     d. the Tribes Proceeds, less (i) costs and expenses typically
associated with the closing of sales of real property and
improvements and (ii) all unpaid and prorated ad valorem property
taxes associated with Tribes.

The Order will take immediate effect and the 14-day period provided
by Fed. R. Bankr. P. 6004(h) will not apply so that the sale may
close immediately.

The Order and the relief granted are granted nunc pro tunc for Aug.
8, 2017.

                        About Speed Lube

Speed Lube, LLC, is an oil change services provider based in
Pocahontas, Illinois.  Speed Lube sought Chapter 11 protection
(Bankr. S.D. Ill. Case No. 17-30894) on June 7, 2017.  The petition
was signed by Steven Dugan, one of the Debtor's managers.  The
Debtor estimated assets and liabilities in the range of $1 million
to $10 million.  The case is assigned to Judge Laura K. Grandy.
The Debtor tapped Steven M Wallace, Esq., at Heplebroom, LLC, as
counsel.


SPIRAL HOLDINGS: S&P Lowers CCR to 'B-' Then Withdraws Rating
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit and senior secured
debt ratings on Spiral Holdings Inc. to 'B-' from 'B'. At the same
time, S&P removed the ratings from CreditWatch, where it had placed
them with negative implications on July 6, 2017.

Pearl River, N.Y.-based Starfish Holdco LLC has closed its
acquisition of Woodcliff Lake, N.J.-based Spiral Holdings Inc.

S&P said, "We subsequently withdrew the corporate credit rating on
Spiral at Starfish's request. We also withdrew our ratings on
Spiral's senior secured debt because Starfish has retired all of
Spiral's outstanding debt.

"These rating actions follow Starfish's announcement that it has
closed its acquisition of Spiral. The downgrade reflects our
assessment that Spiral is a core subsidiary of Starfish. This is
because Spiral operates in a line of business that is integral to
Starfish's strategy, and we believe that Spiral will be fully
integrated into Starfish's assets."



STAGEARTZ LIMITED: Seeks Conditional Approval of Disclosures
------------------------------------------------------------
StageArtz Limited filed a motion asking the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to conditionally approve
its small business disclosure statement.

The Debtor filed a combined plan of reorganization and disclosure
statement on Sept. 26, 2017.

With the Combined P&D, the Debtor also filed a proposed order using
Official Bankruptcy Form 3130S, which form was modified only by
insertion of an additional filing requirement imposed upon certain
parties to a commercial lease with the Debtor and a franchise
agreement with the Debtor to identify what cure and adequate
assurance of performance each such party believes is required in
connection with the Debtor's assumption of those contracts.

As set forth in the proposed order, the Debtor seeks approval of
voting materials by using a form of ballot as prescribed by
Official Form 314.

                 About StageArtz Limited

StageArtz Limited is a performing arts institution which offers
private music lessons in a variety of instruments, group classes,
child development programs, and summer camps with a focus on
musical, theatrical, and performing arts.  The Debtor also hosts
musical birthday parties, team-building activities, and other
activities to entertain families, children and small groups.  The
Debtor currently employs 17 employees, including the two
owners/officers, all of whom work out of the Debtor's leased
premises located at 6 Airport Square, North Wales, Pennsylvania
19454.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case No. 17-13694) on May 26, 2017,
estimating assets and liabilities of less than $1 million.

Judge Eric L. Frank presides over the case.

David B. Smith, Esq., at Smith Kane Holman, LLC, serves as the
Debtor's legal counsel.


STAPLES INC: S&P Lowers Senior Unsecured Notes Rating to 'B-'
-------------------------------------------------------------
S&P Global Ratings is correcting the issue-level ratings on Staples
Inc.'s senior unsecured notes due in 2018 and 2023 that were issued
prior to the leveraged buyout transaction by Sycamore Partners. S&P
said, "Due to an error, we did not lower the issue-level ratings
and assign recovery ratings on these notes following the closing of
the LBO transaction on Sept. 12, 2017. The ratings are now being
lowered to 'B-' from 'BBB-', and we are assigning a '6' recovery
rating."

S&P said, "We initially expected the bonds to be fully repaid with
the closing of the transaction. However, the notes remained
outstanding after the closing of the transaction, and we did not
adjust these issue-level ratings based on the 'B+' corporate credit
rating. This constituted a misapplication of our criteria, which we
are correcting now. In addition, given our understanding that
outstanding 2018 bonds are in the process of being redeemed in
full, we expect to withdraw our ratings on the 2018 bonds shortly.

"All other ratings and our stable outlook on Staples are
unchanged."

RATINGS LIST

  Ratings Unchanged
  Staples Inc.
   Corporate Credit Rating              B+/Stable/--
   Senior Secured                       B+
    Recovery Rating                     3 (65%)
   Senior Unsecured                     B-
    Recovery Rating                     6 (0%)

  Ratings Changed/Recovery Rating Assigned
  Staples Inc.
                                        To           From
   Senior Unsecured                     B-           BBB-
    Recovery Rating                     6 (0%)


STEMTECH INT'L: Can Continue Using Cash Collateral Through Jan. 15
------------------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida inked his approval on the agreed order
authorizing Stemtech International, Inc. to continued use of cash
collateral through January 15, 2018 on a final basis.

The Debtor may use cash collateral solely for the purpose of
funding those expenses set forth in the Budget in the ordinary
course of business. The approved 13-week Budget through week ending
December 1, 2017, provides total operating cash disbursements of
approximately $189,000 and non-operating cash disbursements of
approximately $179,000. In addition, the Retained Professionals may
be paid from the cash collateral.

The Debtor, however, is required to provide Opus Bank and the
Committee with an updated Budget for the next succeeding 13-week
period prior to the end of each calendar month. In addition, the
Debtor will provide a monthly report to the Committee and its
Secured Creditors (Opus Bank, and Ray C. Carter, Jr. and Kasey L.
Carter) disclosing a monthly budget-to-actual report of all Budget
line items reported for each month during the cash collateral
period.

The Debtor stipulates that it is indebted to Opus Bank in the
amount of not less than $3,351,871 as of the Petition Date, which
indebtedness is secured by valid, enforceable, properly perfected
first priority liens on substantially all of the Debtor's assets
with exception of stock in the Debtor's foreign subsidiaries.

Opus Bank and the Carters are granted continuing liens on and
security interests in all property of the Debtor of the same
description, type and nature as was subject to their respective
pre-petition liens and security interests in respect of the
Debtor's use of such pre-petition property of the Debtor against
any diminution of the value of Opus Bank's and the Carters'
interest in such prepetition property of the Debtor. Such
continuing liens will have the same extent, validity and priority
as the liens held by Opus Bank and the Carters in such property as
of the Petition Date.

As additional adequate protection: (a) the Debtor will make monthly
adequate protection payments to Opus Bank in the amount of $21,017,
(b) Opus Bank is also granted valid, binding, enforceable, fully
perfected replacement liens and first priority security interests
in the Debtor's presently owned or hereafter acquired property and
assets, including proceeds and products thereof, and (c) Opus Bank
will have a post-petition superpriority administrative expense
claim against the Debtor, with recourse to all pre-petition and
post-petition property of the Debtor and all proceeds thereof.

A full-text copy of the Agreed Order, dated October 6, 2017, is
available at http://tinyurl.com/ydhb3rlj


                    About Stemtech International

Stemtech International, Inc., is a holding company with assets
comprising intellectual property, a leasehold interest, and direct
and indirect equity interests in several subsidiaries operating
both domestically and internationally.  It filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 17-11380) on Feb. 2,
2017, estimating $1 million to $10 million in assets and
liabilities. The petition was signed by Ray C. Carter, chief
executive officer.

The Hon. Raymond B. Ray presides over the case.

The Debtor tapped Seese, PA, as counsel; and GlassRatner Advisory &
Capital Group, LLC, as its financial advisor.

Guy Gebhardt, acting U.S. Trustee for Region 21, on Feb. 22, 2017,
appointed three creditors of Stemtech International to serve on an
official committee of unsecured creditors. The committee members
are (1) Wilhelm Keller; (2) Greg Newman; and (3) Andrew P. Leonard.
The Committee retained Paul Steven Singerman, Esq., at Berger
Singerman LLP as counsel.


STEVEN LEYDIG: Selling Interest in Cumberland Property for $210K
----------------------------------------------------------------
Steven E. Leydig, Sr., Betty D. Leydig, and Diamond Shine, Inc.,
ask the U.S. Bankruptcy Court for the Western District of
Pennsylvania to authorize the (i) the assumption and assignment of
the leasehold interest in the real estate located at Industrial
Boulevard, Cumberland, Allegany County, Maryland and (ii) the sale
of all the car wash equipment located thereat, to L.C. Nixon
Development Company, LLC, for $210,000, subject to higher and
better offers.

A hearing on the Motion is set for Nov. 17, 2017 at 10:00 a.m.  The
objection deadline is Oct. 20, 2017.

Among the assets of the estate is the Debtors' interest as the
lessee of the Leasehold Interest in the real estate.  The real
estate is improved by a commercial building currently used as a car
wash.  Diamond Shine also owns personal property and equipment used
to operate the car wash.  

The Debtors have agreed, with the consent of the Lessor of the
Leasehold Interest, the Avirett Trust, to assume and assign the
Debtors' interest in the Leasehold Interest, and to sell all the
personal property located at Industrial Boulevard, which is used as
a car wash, to the Buyer for $210,000.  The parties executed
agreement for assumption and assignment of the Leasehold Interest
and the sale of the personalty.  They ask that the Court authorizes
the assumption and assignment of the Leasehold Interest and the
settlement and transfer of the personal property under the sale.

The sale is subject to a financing contingency.  The Buyer paid a
good faith hand money deposit of $21,000.  The hand money was
deposited in the IOLTA account of Donald R. Calaiaro, Esq.

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

     http://bankrupt.com/misc/Steven_Leydig_126_Sales.pdf

The lien creditors in the order of their recorded priority are:

     a. First United Bank and Trust holds two allowed claims
against the Debtors in the allowed amounts of $1,601,735 and
$388,080, respectively; which said claims are secured by the lien
of a Deed of Trust dated Aug. 9, 2004 against the property proposed
to be sold as recorded among the Land Records of Allegany County,
Maryland at Book 1079, Page 001; and are further secured by the
liens of two Financing Statements filed among the Financing Records
of the Maryland State Department of Assessments and Taxation
("SDAT") on Aug. 17, 2004 (and duly continued in effect
thereafter), as well as a third Financing Statement recorded among
said records on April 24, 2009 (and duly continued in effect
thereafter);

     b. U.S. Bank, N.A. claims a security interest in personal
property of the Debtor by virtue of a Financing Statement filed
among the said Financing Records of SDAT on Nov. 5, 2015;

     c. Butler Capital Corp. claims a security interest in personal
property of the Debtor by virtue of two Financing Statements
recorded among the SDAT Financing Records on Nov. 2, 2007 and Nov.
6, 2008, respectively;

     d. Chessie Federal Credit Union claims a security interest in
personal property of the Debtor by virtue of a Financing Statement
recorded among the SDAT Financing Records on Nov. 5, 2012;

     e. On Deck Capital, Inc. claims a security interest in
personal property of the Debtor by virtue of a Financing Statement
recorded among the SDAT Financing Records on Oct. 9, 2015 in the
name of ASSN Co.; and

     f. CT Corporation System, as Representative claims a security
interest in personal property of the Debtor by virtue of a
Financing Statement recorded among the SDAT Financing Records on
Dec. 17, 2015.

     g. Avirett Trust is the lessor of the land lease.  The Buyer
will assume the land lease and cure it at time of closing.

In addition to the claimed recorded liens, Madison Funding claims a
security interest in personal property of the Debtor pursuant to a
36-month term commercial lease/purchase agreement.

Under the proposed sale, the Debtor will assume the Avirett Trust
lease and cure the arrears at closing.  The Lease will be assigned
to the Buyer.  The sale is an "as is, where is," and free and clear
of all liens and encumbrances and claims against the Debtors.

This sale is to "bona fide" purchasers in accordance with the
holding of In re: Abbots Dairies of Pennsylvania, Inc., 788 F.2d
143 C.A.3 (Pa) 1986.  The Purchaser is the daughter of the
Debtors.

The Estate will accept higher and better offers at the time of sale
upon terms and conditions not less advantageous to the Debtors and
the Estates than those included in the Sales Agreement.  Any bidder
must pre-qualify prior to the hearing on the sale by: (i)
submission of an executed agreement of sale in substantially that
same form as the Sales Agreement; (ii) demonstrating to the
Debtors'counsel the ability of said bidder to close within 90 days
following Court approval of the proposed sale; and (iii) delivering
to the Debtors' counsel a non-refundable deposit of $21,000 in
immediately available funds.  The Debtors ask that the Court allows
higher bids in $5,000 increments.

First United Bank and Trust will be permitted to credit bid upon
the proposed sale provided that if such credit bid is the highest
and best bid approved by the Court, said First United will be
required to pay all costs associated with closing including
adjusted real estate taxes.

The Debtors propose to pay the following: (i) all normal and
ordinary settlement charges; (ii) pay Calaiaro Valencik the fee of
$3,000 for legal fees related to this sale; (iii) Calaiaro Valencik
for reimbursement for all for all costs of mailing and copying, and
advertising expense related to this sale; (iv) any unpaid real
estate or other taxes constituting a lien against the property to
be sold; (v) the amount necessary to pay all unpaid U.S. Trustee
fees; (vi) any arrears to the land lease to Avirett Trust; and
(vii) the balance to First United.

The Purchaser:

          L.C. NIXON DEVELOPMENT CO., LLC
          18209 Oldtown Road, SE
          Oldtown, MD 21555

The Purchaser is represented by:

          Jayci Shaw Duncan, Esq.
          2 W. Main Street
          Frostburg, MD 21532

Steven E. Leydig, Sr., and Betty D. Leydig filed for Chapter 11
bankruptcy protection (Bankr. W.D. Penn. Case No. 16-70153) on
March 3, 2016.


STRATITUDE INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stratitude, Inc.
        6601 Koll Center Pkwy, Suite 132
        Pleasanton, CA 94566

Type of Business: Stratitude, Inc. -- http://www.stratitude.com--

                  is a provider of information technology
                  consulting services to a variety of industries
                  in the United States.  The Company offers
                  business process review and assessment, business

                  process infrastructure analysis, business
                  process project estimation & planning and
                  business process roadmap development.  

                  The Company is 100% owned by Quadrant 4 System
                  Corporation, a debtor in a related Chapter 11
                  bankruptcy case (Bankr. N.D. Ill. Case No. 17-
                  19689) filed on June 29, 2017.  Concurrently
                  with the acquisition of Stratitude by Quadrant 4

                  on Nov. 3, 2016, Stratitude acquired certain
                  assets of Agama Solutions, Inc., a California
                  corporation.

Chapter 11 Petition Date: October 13, 2017

Case No.: 17-30724

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jack B. Schmetterer

Debtor's Counsel: Nicholas R Dwayne, Esq.
                  ADELMAN & GETTLEMAN, LTD.
                  53 W Jackson St., Suite 1050
                  Chicago, IL 60604
                  Tel: (312) 435-1050
                  E-mail: ndwayne@ag-ltd.com

                    - and -

                  Nathan Q. Rugg, Esq.
                  ADELMAN & GETTLEMAN, LTD.
                  53 W. Jackson Blvd., #1050
                  Chicago, IL 60604
                  Tel: 312 435-1050
                  E-mail: nrugg@ag-ltd.com
                          nqr@ag-ltd.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert H. Steele, CEO.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/ilnb17-30724_creditors.pdf

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

            http://bankrupt.com/misc/ilnb17-30724.pdf


SUSQUEHANNA AREA: Fitch Affirms BB+ Rating on $147MM Airport Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the Susquehanna Area Regional Airport
Authority's (SARAA) approximately $147.7 million senior airport
revenue bonds at 'BB+'. The Rating Outlook is Stable.

RATING RATIONALE

The rating reflects the authority's small enplanement base with
elevated exposure to nearby air service competition, a high debt
load resulting in elevated airline cost per enplanement (CPE), and
narrow overall coverage levels from airport cash flow. This is
balanced by the airport's modest capital program without any need
for additional borrowings, coupled with a recently implemented
airline agreement containing backstop protections and full cost
recovery. Rating case coverage is stable averaging 1.24x through
2021, while leverage is still high averaging 11x and CPE remains
elevated at $16.

KEY RATING DRIVERS

Small Enplanement Base with Competition (Revenue Risk- Volume:
Weaker)
Harrisburg International Airport (MDT) serves primarily as an
origination and destination (O&D) airport of just over 600,000
enplanements in the state's capital region. MDT's location draws
passengers from a regional air trade service area, anchored by
economic support from state government, corporations, and
universities. However, traffic is constrained by significant
regional competition from Philadelphia International Airport (PHL;
rated A/Stable), Dulles International Airport (IAD; rated
AA-/Stable), and Baltimore Washington International Airport (BWI).

High Cost Structure (Revenue Risk- Price: Weaker)
The recently implemented airline use agreement, which runs through
2019, allows the authority to raise airline rates and charges as
necessary to meet all costs. However, given a high fixed-cost
profile, the current airline CPE is notably elevated for its
airport size. While overall airport costs are expected to remain
stable in the near term, airline charges are vulnerable to
potential traffic declines.

Modern Facility with Limited Capital Needs (Infrastructure
Development & Renewal: Stronger)
Updated facilities allow the authority to maintain an internally
funded five-year capital plan totalling approximately $62 million.
Funding is expected to be sourced primarily from federal and state
grants, and no near-term borrowings are anticipated. Limited use of
airport funds to support the capital program could limit the
authority's ability to retain or expand its overall level of cash
and reserves.

Conservative Debt Structure (Debt Structure: Stronger)
All bonds are senior, fixed rate, with flat annual debt service of
approximately $12 million through 2037. The previously outstanding
subordinate bonds were repaid upon final maturity in January 2017
and debt service on senior lien bonds will rise in 2018 to maintain
the stable level of debt service. Cash-funded 12-month debt service
reserve funds are maintained.

Financial Metrics: SARAA's five-year indenture coverage is expected
to average about 1.24x in Fitch's rating case. Fitch-calculated
coverage (treating PFCs as revenues) was slightly less robust at
1.19x. The authority's debt burden is sizeable, with leverage
averaging 11x in the rating case, but evolving downward to 10.5x by
2021. CPE remains elevated at $16 per enplaned passenger. Fitch
anticipates SARAA'S unrestricted cash levels to remain low,
providing just 102 days cash on hand (DCOH). However, SARAA
maintains other capital-designated reserves as well as a bond
coverage account for additional liquidity support.

PEER GROUP

Peers include 'BBB' category airports with similar enplanement
sizes, such as Burlington (rated BBB-/Stable), Fresno (rated
BBB/Positive) and Pensacola (rated BBB-/Stable). Compared to SARAA,
each peer demonstrates significantly lower leverage levels below
4x, reasonable CPE below $9, and stronger debt service coverage
between 1.6x-2.0x.

RATING SENSITIVITIES

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

-- Sustained declines or uneven trends in passenger traffic
    levels leading to fluctuating or unsustainable CPE above
    current levels.

-- Debt service coverage falling below 1.3x, on an ongoing basis.


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

-- Sustained improvement in the airport's traffic base which
    generates higher operating revenue and stronger coverage
    levels may lead to a higher rating.

-- Leverage evolving below 4x and coverage levels maintaining at
    the 1.3x level could support a positive rating action on a
    sustained basis.

Performance Update

The authority's previously outstanding subordinate airport revenue
bonds were repaid on Jan. 1, 2017, and current outstanding debt is
entirely senior in position.

The airport's traffic recovered for the first time in 2016 after
three years of consecutive declines. 2016 enplanements grew 2.9% to
607 thousand, as airlines added new routes and increased
frequencies. Seven-month year-to-date (YTD) 2017 traffic is up 1.2%
compared to the prior year. Allegiant Airlines generated the
largest increase in passengers in 2016, adding new nonstop service
to Punta Gorda/Ft. Myers and summer seasonal service to Myrtle
Beach. New carrier Southern Airway Express began service at MDT in
2016 with weekly nonstop flights to Pittsburgh.

2016 operating revenues increased 4.4% due to new tenants renting
out previously vacant facilities, additional rent being charged on
certain airport buildings, airline rentals increasing in accordance
to the airline agreement, and car rentals growing with increased
passenger activity. Publicly available sources show that six-month
YTD operating revenues are 1.8% above budget as a result of
increased cargo landing fees and gate rentals.

2016 operating expenses (less depreciation) grew 6.6% due to the
addition of new staff, the purchase of snow-removal equipment, and
other weather-related charges incurred due to record snowfall in
January. Public sources show that six-month YTD operating expenses
are 6.3% below budget, as new positions were not filled as quickly
as anticipated.

The authority's 2017-2022 capital plan indicates total project
costs of about $62 million. The authority expects to spend an
estimated $28 million on runway rehabilitation, $31 million on
cargo area construction, and $2 million on replacing fire and snow
removal equipment. The airport is currently in the midst of
updating its runway, which began construction in April 2017. The
plan will be financed by grants and airport cash flow. No
borrowings are expected in the near term to fund the capital plan.

2016 airport metrics were strong with senior indenture coverage
growing to 2.4x compared to 2.3x in 2015. All-in coverage
subsequently grew to 1.3x, compared to 1.2x in 2015. 2016 leverage
continued to devolve, down to 10.6x from 11x in 2015. CPE remained
elevated, near an estimated $15, while liquidity grew to 127 DCOH
from an increase in unrestricted cash.

Fitch Cases

Fitch's base case assumes flat enplanement growth and cost
increases of 2.5% per year. Airline revenues are assumed to grow
based on the annual escalation of rates and charges set by the
airline agreement, while non-airline revenues are driven by
enplanement levels. This results in stable coverage levels
averaging 1.3x through 2021. Leverage remains high at over 10x,
with CPE in the $14-$15 range.

Fitch's rating case assumes a 6% aggregate stress through 2019,
with recovery beginning in 2021. Operating expenses are stressed an
additional 0.5% above base case levels. Airline revenues are
increased to reflect the need for additional cost recovery. Under
this scenario, coverage is still adequate, averaging 1.24x.
Leverage is inflated, reaching 11x while CPE exceeds $16.


TSAWD HOLDINGS: Bradford Buying Fresh & Easy Claim for $77K
-----------------------------------------------------------
TSAWD Holdings, Inc., and affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to authorize the sale of the claim
they owned in In re Fresh & Easy, LLC., Bankruptcy Case No.
15-12220 (Bankr. D. Del.) (BLS) to Bradford Capital Holdings, LP or
its designee or permitted assignee for $77,477.

A hearing on the Motion is set for Oct. 31, 2017 at 10:30 a.m.
(ET).  The objection deadline is Oct. 24, 2017 at 4:00 p.m. (ET).

The Fresh & Easy Claim comprises the Debtors' right, title, and
interest in one general unsecured claim (Claim No. 960) they held
in the Fresh & Easy Bankruptcy Case, which is pending in the U.S.
Bankruptcy Court for the District of Delaware.  The Fresh & Easy
Claim was reconciled by Fresh & Easy, LLC in the Fresh & Easy
Bankruptcy Case, reduced to reflect an agreed-upon rejection damage
claim in the amount of $407,774, and subsequently allowed.  As
such, the Fresh & Easy Claim remains on the official claims
register maintained in the Fresh & Easy Bankruptcy Case, and
entitled to a distribution under the Fresh & Easy's liquidation
plan.

The Fresh & Easy Plan was confirmed by the Court on April 27, 2017,
and it is the Debtors' understanding that allowed claims will
receive distributions in accordance therewith sometime in the next
calendar year.

As demonstrated in the Fresh & Easy Plan, the related disclosure
statement and at hearings thereon, it is currently anticipated that
Class 4 General Unsecured Claims, as classified in the Fresh & Easy
Plan, will receive between 14% and 26% on allowed claims,
contingent, in part, on the claim objection process.  Given the
recent claim objection deadline extension, the possibility that the
new deadline will be further extended, and the uncertainty
surrounding the estimated recovery for general unsecured claims
such as the Fresh & Easy Claim held by TSA Stores, Inc., the
Debtors entertained interest in such claim to buttress collection
efforts in these Chapter 11 Cases in an efficient and prudent
manner.

The Debtors engaged with the Purchaser because they knew the
Purchaser participated in the claims buying industry and, in an
effort to gauge the market's interest in the Fresh & Easy Claim,
the Debtors invited an offer from the Purchaser for such claim.
After multiple rounds of negotiations, the Debtors determined that
the Purchase Price appropriately reflects the risks involved in
purchasing the Fresh & Easy Claim and the timing restrictions which
are out of the Debtors' control.

The parties entered into Assignment of Claim Agreement, dated as of
Oct. 10, 2017.  Pursuant to the terms and conditions of the
Assignment Agreement, and subject to the Court's approval, the
Debtors propose to sell the Fresh & Easy Claim on an "as is, where
is" basis, free and clear of all liens, claims, encumbrances and
other interests.

The salient terms of the Agreement are:

     a. Legal Description of the Fresh & Easy Claim: Claim No. 960,
a general unsecured claim, in In re Fresh & Easy, LLC, Bankruptcy
Case No. 15-12220 (Bankr. D. Del.) (BLS)

     b. Purchase Price: $77,477

     c. Effective Date: The Assignment Agreement becomes effective
on the date an order approving the Sale is entered in the Chapter
11 Cases

     d. Relief from Bankruptcy Rule 6004(h): The Proposed Order
provides that the provisions of Bankruptcy Rule 6004(h) will be
waived.

     e. Sale Free and Clear: The Proposed Order provides that the
Fresh & Easy Claim will be transferred to the Purchaser free and
clear of all liens, claims, encumbrances, and interests of any kind
or nature.

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

         http://bankrupt.com/misc/TSAWD_Holdings_3839_Sales.pdf

The Debtors submit that there is more than ample business
justification to sell the Fresh & Easy Claim to the Purchaser
through a private transaction rather than conducting a public sale
or second auction process.  Given the anticipated recovery on
account of the Fresh & Easy Claim, they and their advisors do not
believe that an auction is appropriate under the circumstances.
Given the value which the estates will realize if the Assignment
Agreement is consummated, the Debtors believe that proceeding as
proposed is in the best interest of their estates and creditors.
Accordingly, the Debtors ask the Court to approve the relief
sought.

The Debtors further ask that the Order approving the Sale be
effective immediately by providing for the waiver of the 14-day
stay period under Bankruptcy Rule 6004(h).  Promptly closing the
Sale is of critical importance to the Purchaser and to the Debtors
in their efforts to maximize and monetize the value of the Fresh &
Easy Claim.

The Purchaser:

          BRADFORD CAPITAL HOLDINGS, L.P.
          Attn: Brian L. Brager
          P.O. Box 4353
          Clifton, NJ 7012

                    About TSAWD Holdings Inc.

TSAWD Holdings Inc., formerly known as Sports Authority Holdings,
and its affiliates are sporting goods retailers with roots dating
back to 1928.  The Debtors currently operate 464 stores and five
distribution centers across 40 U.S. states and Puerto Rico.  TSAWD
Holdings, et al., offer a broad selection of goods from a wide
array of household and specialty brands, including Adidas, Asics,
Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness,
Nike, The
North Face, and Under Armour, in addition to their own private
label brands.  The Debtors employ 13,000 people.

TSAWD and six of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March
2, 2016.  The petitions were signed by Michael E. Foss as chairman
and chief executive officer.

The Debtors have engaged Robert A. Klyman, Esq., Matthew J.
Williams, Esq., Jeremy L. Graves, Esq., and Sabina Jacobs, Esq., at
Gibson, Dunn & Crutcher LLP as general counsel; Michael R. Nestor,
Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at
Young Conaway Stargatt & Taylor, LLP as co-counsel; Rothschild
Inc., as investment banker; FTI Consulting, Inc., as financial
advisor; and Kurtzman Carson Consultants LLC as notice, claims,
solicitation, balloting and tabulation agent.

Andrew Vara, Acting U.S. trustee for Region 3, appointed seven
creditors of Sports Authority Holdings Inc. to serve on the
official committee of unsecured creditors.  Lawyers at Pachulski
Stang Ziehl & Jones LLP represent the Official Committee of
Unsecured Creditors.

                          *     *     *

In May 2016, the Delaware Court allowed Sports Authority to proceed
with the liquidation of all of its roughly 450 stores across the
country after the Debtors resolved or beat out about 100 objections
to the sale.  Judge Mary F. Walrath approved an agreement for a
joint venture of Gordon Brothers Retail Partners LLC, Hilco
Merchant Resources LLC and Tiger Capital Group LLC to conduct going
out of business sales.  The Joint Venture won an auction for the
Debtors' inventory.  The Debtors failed to obtain a winning
going-concern bid at a May 17, 2016 auction.

In July 2016, Judge Walrath approved the sale of the Debtors'
intellectual property and more than two dozens of property leases
to Dick's Sporting Goods Inc.  Dick's bid was reportedly for $15
million.


UNIVAR INC: Moody's Hikes B1 Corporate Family Rating
----------------------------------------------------
Moody's Investors Service upgraded Univar Inc.'s Corporate Family
Rating (CFR) and senior secured term loan B ratings to B1 from B2.
At the same time, the Senior Unsecured Notes were also upgraded to
B3 from Caa1. The upgrades reflects positive operating and credit
trends, as well as certain events, including meaningful improvement
in EBITDA margins and retained cash flow generation since the
company's initial public offering in June 2015, improved financial
performance in the first half of 2017, and a reduction in ownership
by the company's former private equity sponsors. The outlook for
the ratings is stable. This concludes the review initiated on June
30, 2017.

"A corporate wide multi-year transformational program, currently in
the early stages, has already benefited margins and is likely to
continue to improve performance and support managements ambitious
objective to achieve EBITDA margins of 10% in 2021, according to
Joseph Princiotta, Moody's Vice President, Senior Credit Officer.
"The longer term net leverage target of 3.0-3.5x clarifies
financial policies and is likely to facilitate a favorable credit
trend," Princiotta added.

Ratings upgraded:

Issuer: Univar Inc.

-- Corporate Family Rating, to B1 from B2

-- Probability of Default Rating, to B1-PD from B2-PD

-- Senior Secured 1st Lien Term Loan B due 2022, to B1 (LGD4)
    from B2 ( LGD4)

-- Senior Secured 1st Lien Term Loan B2 due 2022, to B1 (LGD4)
    from B2 (LGD4)

-- Senior Unsecured Notes due 2023, to B3 (LGD5) from Caa1 (LGD5)

Affirmations:

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook Actions:

-- Outlook, Changed To Stable from Rating Under Review

RATINGS RATIONALE

Univar's credit metrics have improved since the IPO, including
solid interest coverage of 3.3x (EBITDA/Interest) and retained cash
flow-to-debt of roughly 10% (RCF/Debt) for the twelve months ended
June 30, 2017. Moreover, coverage and cash flow metrics are
modestly stronger following the re-pricing transaction in January
2017 that lowered cash interest expense on the company's secured
debt, which constitutes a majority of debt in the company's capital
structure. Adjusted gross financial leverage of 5.8x (Debt/EBITDA)
at June 30th, 2017 remains high for the rating, but is expected to
improve by year end and going forward. Considering a build-up of
cash on the company's balance sheet over the last few quarters,
leverage is stronger on a net basis at 5.3x (Moody's adjusted Net
Debt/EBITDA). Moody's standard analytical adjustments for
underfunded pension plans and operating leases add about $550
million to the company's reported debt of about $3.0 billion.

Univar's management laid out an ambitious set of longer-term
objectives during its Investor Day in May 2017. The company expects
that a combination of organic and inorganic growth will help
increase management-adjusted EBITDA from $563 million in 2016 to
$775 million in 2019 and $975 million in 2021. The company also
expects to reduce net leverage longer term to 3.0-3.5x range (Net
Debt/EBITDA) compared to 4.6x for the twelve months ended June 30,
2017. A reduction of leverage by at least one turn to the top end
of the target range would result in adjusted financial leverage,
according to Moody's calculations, of roughly mid-to-high 4-times
(Moody's adjusted gross Debt/EBITDA).

The stable outlook anticipates further improvement in leverage to
below 5.0x and RCF/debt sustained above 10% in the medium term,
facilitated by further EBITDA margin and dollar growth and Moody's
expectation that leverage trends towards management's long term
target net leverage target of 3.0-3.5x.

Moody's would consider raising the rating if the company remains on
track to improve cash flow metrics including free cash flow to debt
above 5% and retained cash flow to debt of at least 13% (RCF/Debt),
and to reduce Moody's adjusted gross financial leverage to the
mid-4 times range (Debt/EBITDA), all on a sustained basis.

Moody's would consider a downgrade if there is a meaningful decline
in liquidity or if adjusted leverage were to rise back above 5.5x,
or retained cash flow falls below 10%, on a sustained basis.

Univar has good liquidity supported by $322 million of balance
sheet cash at June 30, 2017, availability of $537 million under the
$1.3 billion U.S. and Canadian asset-based revolving credit
facility ("ABL") due 2020, and availability of $175 million under
the EUR200 million ABL facility in Europe due 2018. On a combined
basis, Univar had total liquidity at June 30, 2017 of about $1.0
billion. Expectations for positive free cash flow and a $100
million asset-based term loan due 2018 also support a good
liquidity position. While the company does not have any near-term
debt maturities, the asset-based term loan has modest amortization
requirements.

The North American ABL contains a springing fixed charge coverage
ratio test set at 1.00x and springs when availability falls below
10%. Moody's expects that the company to sustain a good cushion of
compliance under its financial maintenance covenants over the next
several quarters at least. The term loans do not contain financial
maintenance covenants.

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

Corporate Profile Univar Inc. is one of the largest global
distributors of industrial chemicals and providers of related
services, operating more than 660 distribution facilities to
service a diverse set of customers end markets in the US, Canada,
Europe, the Middle East, Latin America and the Asia Pacific region.
Univar's top 10 customers account for roughly 13% of sales, while
its the top 10 suppliers represent roughly 1/3 of expenditures.
Formerly privately held between October 2007 and June 2015, the
company went public through an initial public offering in June
2015. The IPO reduced the ownership position of CVC Capital
Partners ("CVC"), Clayton, Dubilier & Rice LLC ("CDR"), and Temasek
Holdings to about 50%. Subsequent offerings eliminated CVC's stake
in the company and reduced CDR and Temasek's stakes to about 25%.
The company had revenues of $8.1 billion for the twelve months
ended June 30, 2017.


UPPER CUTS: Case Summary & 8 Unsecured Creditors
------------------------------------------------
Debtor: Upper Cuts of Maryland, LLC
           dba Upper Cuts Salon and Spa
        4915 Virginia Street
        Alexandria, VA 22312
      
Type of Business: Upper Cuts of Maryland, LLC, operates a hair
                  salon and spa with its principal place of
                  business located at 230 American Way, Oxon
                  Hill, MD 20745.  The Company is a small
                  business debtor as defined in 11 U.S.C.
                  Section 101(51D).

Chapter 11 Petition Date: October 12, 2017

Case No.: 17-23641

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Hon. Wendelin I. Lipp

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  Linda M. Dorney, Esq.
                  LAW OFFICES OF RICHARD B. ROSENBLATT, PC
                  30 Courthouse Square Ste. 302
                  Rockville, MD 20850
                  Tel: (301) 838-0098
                  E-mail: rosenblattbankruptcy@gmail.com
                         rrosenblatt@rosenblattlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Helen McIntosh, president and CEO.

A full-text copy of the petition, along with a list of eight
unsecured creditors, is available for free at
http://bankrupt.com/misc/mdb17-23641.pdf


VERACRUZ INVESTMENTS: Peachtree Buying Norcross Property for $3.8M
------------------------------------------------------------------
Veracruz Investments, LLC, and Helio E. and Zoila Bernal, ask the
U.S. Bankruptcy Court for the Northern District of Georgia to
authorize the sale of Veracruz' warehouse and business office
property located at 1625 Oakbrook Drive, Norcross, Gwinnett County,
Georgia to Peachtree Lake Partners, LLC for $3,800,000.

These parties may claim an interest in the Property:

     a. Metro City Bank ("MCB") (c/o Abdul Mohdnor, Registered
Agent, 5441 Buford Highway, Suite 109, Doraville, Georgia, or J.
William Boone, Esq., James-Bates-Brannan-Groover-LLP, 3399
Peachtree Road, Suite 1700, Atlanta, Georgia) may claim an interest
in the Property by virtue of a deed to secure debt securing certain
debts alleged as owning by the Debtor to MCB.

     b. Gwinnett County Tax Commissioner (Hon. Richard Steele,
Gwinnett County Tax Commissioner, 75 Langley Drive, Lawrenceville,
Georgia) may claim an interest in the Property for ad valorem
taxes.

     c. El Jarocho, Inc. ("EJ") (c/o Helio E. Bernal, President,
1625 Oakbrook Drive, Norcross, Georgia) may claim an interest in
the Property by virtue of a lease of the Property between the
Debtor and EJ dated in June 2016, which Lease will terminate upon
the closing of the sale with EJ's consent.

The Debtor asks determination of the value of the Property being
sold securing the liens, if any, of the named Respondents asserting
liens in the assets to be sold.

On Oct. 9, 2017, Debtor Veracruz, as the Seller, entered into the
Commercial Sales Agreement with the Purchaser relating to the
purchase and sale of the Property.  In pertinent part, the Contract
provides that Debtor will sell the Property to the Purchaser (i)
for a gross purchase price of $3,800,000 free and clear of all
liens, claims, and encumbrances; (ii) with $50,000 in earnest money
payable by the Purchaser to Lee & Associates Commercial Real Estate
Services Atlanta for deposit into an interest-bearing escrow trust
account; (iii) with a brokerage fee of 5% payable out of the
proceeds and split 50/50 between Hughes Commercial Real Estate
("Debtor's Broker") and Escrow Agent, who is serving as the
Purchaser's broker; (iv) with the earnest money being paid to the
Debtor in the event of the Purchaser's default; (v) with the Debtor
being responsible at closing for transfer taxes, the costs of the
conveyance documents, and other routine closing costs attributable
to the Debtor on a closing statement; (vi) with a contingency for a
60 day inspection period following execution of the Contract but no
other contingencies; and (vii) with closing anticipated to occur on
or before the expiration of the Inspection Period.

On Nov. 30, 2016, the Debtor entered into the Exclusive Agency
Agreement with the Broker providing for the payment of the Broker's
brokerage fee for the sale of the Property.  The Debtor asks that
the Court approves its assumption of the Listing Agreement so that
the Broker can be paid out of the proceeds of the sale of the
Property (in addition to the Purchaser's Broker as a customary
closing item).

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

    http://bankrupt.com/misc/Veracruz_Investments_40_Sales.pdf

From the proceeds of the sale, the Debtor proposes to pay the
following: (i) liens for any unpaid ad valorem taxes assessed
against the Property through the closing of the sale, including
taxes, if any, owing to Tax Commissioner; (ii) all usual,
customary, and reasonable costs associated with the sale as agreed
by Debtor and Purchaser in the Contract, including the
above-described real estate brokerage fees for the Debtor's Broker
and the Purchaser's Broker; and (iii) brokerage fee for the
Debtor's Broker.

The Debtor submits that the $3,800,000 gross purchase price exceeds
the fair market value of the Property to an arm's-length buyer,
exceeds the $3,100,000 appraised value shown on MCB's April 12,
2016 appraisal of the Property, exceeds the $3,650,000 appraised
value shown on its Oct. 4, 2017 MAI appraisal of the Property, and
exceeds all offers received to date by it after an extensive
marketing period.  Further, selling the Property will allow the
Debtor to pay down a substantial portion of its debt to MCB and
maximize the value of its estate, while permitting the Bernals,
co-debtors, to reorganize successfully under Chapter 11 on any
remaining debt.

The Debtors believe that time is of the essence in closing the sale
of the Property.  Therefore, they ask that the Court waives the 14
-day stay of any order approving the Motion pursuant to F.R.B.P.
6004(h).

The Purchaser:

          PEACHTREE LAKE PARTNERS, LLC
          4458 Peachtree Lake Dr., Ste A
          Duluth, GA 30096
          Facsimile: (770) 417-1016
          E-mail: david@psidises.com

The Escrow Agent:

          Scott Crooks
          LEE & ASSOCIATES COMMERCIAL
          REAL ESTATE SERVICES ATLANTA
          3500 Lenox Rd., Suite 200
          Atlanta, GA 30326
          Facsimile: (404) 442-2811
          E-mail: scrooks@leeatlanta.com

                   About Veracruz Investments

Located at 1625 Oakbrook Drive Norcross, Georgia, Veracruz
Investments, LLC, is a limited liability company that provides
investment services.  Veracruz Investments sought Chapter 11
protection (Bankr. N.D. Ga. Case No. 17-65621) on Sept. 5, 2017.
Helio E. Bernal, operating manager, signed the petition.  The
Debtor estimated assets and liabilities in the range of $1 million
to $10 million. The Debtor tapped David L. Bury, Jr., Esq., at
Stone & Baxter, LLP, as counsel.


WENATCHEE CITY: Moody's Hikes 2007 LTGO Bonds Rating From Ba1
-------------------------------------------------------------
Moody's Investors Service has upgraded to A3 from Baa2 the City of
Wenatchee, Washington's issuer rating. Concurrently, Moody's has
upgraded the rating on the city's Limited Tax General Obligaton
Bonds, 2007 to A3 from Ba1. The outlook was changed to positive
from stable.

The upgrade to A3 on the city's issuer rating reflects the city's
turnaround and demonstrated willingness to pay GOLT-parity debt
since 2012, when the city defaulted on a contingent loan agreement
(CLA, a full faith and credit pledge, equivalent to the GOLT
pledge) related to the Greater Wenatchee Regional Events Center
Public Facilities District (PFD). The city's liability for PFD debt
is limited to $200,000 per year until 2031, which is less than 1%
of the city's General Fund revenues. The PFD remains
self-sufficient using existing tax and other revenues, and has paid
back more than 50% of the funds lent to the PFD from the city.
Additionally, the rating incorporates the city's moderately sized
tax base; below-average wealth measures; healthy reserves that have
grown substantially and exceed national medians; and a modest debt
and pension profile. The upgrade to A3 on the city's outstanding
GOLT debt reflects the general credit characteristics of the city,
as well as the city's full faith and credit pledge.

Rating Outlook

The positive outlook reflects the expectation that the city's
performance will continue to demonstrate a willingness to pay debt
service. Additionally, the outlook incorporates the view that the
general credit profile will continue to improve as the city moves
past its 2012 default on GOLT-parity debt.

Factors that Could Lead to an Upgrade

Sustained growth in socioeconomic profile

Further diversity of, and growth in, the economic base

Maintenance of healthy operating reserves

Factors that Could Lead to a Downgrade / Removal of Positive
Outlook

Material increase in leverage

City revenue pledge for debt service or operations of
non-essential enterprises

Material weakening of reserves or liquidity

Substantial decline in the city's economic base

Legal Security

The limited tax general obligation bonds are secured by the city's
full faith, credit, and resources and pledge to levy taxes annually
within the constitutional and statutory tax limitation provided by
law without a vote of the people.

Use of Proceeds. Not applicable.

Obligor Profile

The city encompasses 7 square miles in Chelan County which is
located in central Washington and serves a population of 33,261.
The city is situated at the confluence of the Columbia and
Wenatchee Rivers, approximately 138 miles east of Seattle and 165
miles west of Spokane. The city is the largest city in Chelan
County, the Chelan County seat, and the major urban center for a
region that has traditionally depended on agriculture as an
economic mainstay.

Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.


WILMA SENEVIRATNE: RAC Buying Los Angeles Property for $1.6 Million
-------------------------------------------------------------------
Wilma Seneviratne asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of residential real
property located at 1941 South Midvale Avenue, Los Angeles,
California, APN 4323—005—016, outside the ordinary course of
business, to RAC Development, Inc., and/or its assignee for
$1,582,000, subject to overbid.

A hearing on the Motion is set for Nov. 8, 2017 at 11:00 a.m.
Objections, if any, must be filed no later than seven days prior to
the hearing.

The Debtor is the sole owner of the Midvale Avenue Property.
According to her amended "Schedule A/B: Property," she estimated
the value of the Midvale Avenue Property at $1,698,000 as of the
Petition Date.

The Midvale Avenue Residence is encumbered by:

     a. a first priority deed of trust lien in favor of Wells Fargo
Bank, National Association of $544,722 as of the Petition Date;

     b. a second priority (disputed) deed of trust lien in favor of
Behrouz Aframian, Firooz Payan's successor in interest, of $324,571
as of the Petition Date; and

     c. a third priority deed of trust lien in favor of Rusty and
Christine Verzosa of $35,000.

The Debtor attaches these additional documents in support of the
motion to the Seneviratne Declaration:

     a. "Notice Of Default Purchase Agreement," dated Aug. 18,
2017, and related documents, including "Seller Counter 25 Offer No.
1," "Seller Counter Offer No. 2," and "Buyer 26 Counter Offer No.
1"; and

     b. "Contingency Removal No. 1," dated Sept. 15, 2017

It is uncontested that the value of liens against Midvale Avenue
Property, aggregating approximately $900,000 as of the Petition
Date, is approximately $680,000 less the proposed purchase price of
$1.582 million.  From the proceeds of the sale, the Debtor proposes
to pay the undisputed liens, costs of sale, including escrow fees
and closing costs.

Seneviratne has been marketing the Midvale Avenue Property
throughout the pendency of her chapter ll case.  Approximately
three weeks after the Petition Date, she entered into the
Residential Listing Agreement with Keller Williams for the
exclusive listing of the Midvale Avenue Property for the period of
Aug. 10, 2016 to Dec. 31, 2016.  After Seneviratne determined that
Keller Williams was not adequately marketing the Midvale Avenue
Property, she cancelled the listing on Sept. 26, 2016, pursuant to
a written Cancellation Of Listing.

On Oct. 4, 2016, Seneviratne entered into the Residential 1 Listing
Agreement with Compass for the exclusive listing of the Midvale
Avenue Property for the period of Aug. 10, 2016 to Dec. 31, 2016.
Seneviratne decided not to extend the listing because Compass
attempted to sell the Midvale Avenue Property for $500,000 less
than its lowest appraised value, appeared to have an inside deal
with one of the prospective buyers for the development of the
property following the purchase, and appeared to have fabricated an
offer in an effort to induce her to extend the listing.

On Feb. 2, 2017, Seneviratne entered into the Residential Listing
Agreement" with PLG Estates for the exclusive listing of the
Midvale Avenue Property for the period of Feb. 2, 2017 to May 31,
2017, with an automatic renewal for an additional 90 days unless
otherwise terminated by the Debtor.  PLG Estates has actively
marketed the Property.  Its marketing will continue after the
filing of the Motion.

The Debtor entered into an agreement with the Buyer for the
purchase of the Midvale Avenue Property for the sum of $1,582,000,
subject to overbid.  The Midvale Avenue Property is to be sold
"as-is," and free and clear of all Interests.  An escrow has been
opened and RAC Development has made an earnest money deposit with
escrow in the sum of $46,650.  RAC Development has removed all
contingencies.

The primary purpose for her bankruptcy filing was to afford her an
opportunity to restructure her debts and to stop the foreclosure
sale of the Midvale Avenue Property.  The Debtor wants to sell the
Midvale Avenue Property and to pay any undisputed liens, costs of
sale, including escrow fees and closing costs, out of the sale
proceeds and through the escrow.  The proposed sale will enable
Debtor to satisfy all allowed claims against the Midvale Avenue
Property and utilize the remaining sale proceeds to fund her
liquidating plan, and therefore has a sound business justification.
Accordingly, the Debtor asks the Court to approve the relief
sought.

The Debtor further asks that the Court waives the 14-day stay
imposed by FRBP 6004(h).  It is not anticipated that any creditor
or party in interest will object to the proposed sale.  The Court
has scheduled Nov. 30, 2017, as the deadline to close sale of the
Midvale Avenue Property.  The parties wish to complete the sale as
quickly as possible and, therefore, the Debtor asks permission to
proceed with the sale immediately.

The Lienholders:

          Wells Fargo Bank
          P.O. Box 4233
          Portland, OR 97206-4233

          Rusty Phanvong & Christine Verzosa
          5399 Playa Vista Drive, Unit E419
          Los Angeles, CA 90094-2475

          Behrouz Aframian
          c/o Steven Huskey, Esq.
          EPPORT, RICHMAN & ROBBINS, LLP
          1875 Century Park East, Suite 800
          Los Angeles, CA 90067-2525

Los Angeles, California-based Wilma Seneviratne sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 16-19487) on July 18, 2016.
The Debtor filed pro se but later hired counsel:

          Raymond H. Aver, Esq.
          LAW OFFICES OF RAYMOND H. AVER
          10801 National Boulevard, Suite 100
          Los Angeles, CA 90064
          Telephone: (310) 571-3511
          E-mail: ray@averlaw.com


WIRECO WORLDGROUP: Moody's Lowers CFR to Caa1; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating of
WireCo WorldGroup Inc., a global manufacturer and seller of wire
and synthetic ropes, cables, and other related products, to Caa1
from B3 and its Probability of Default Rating to Caa1-PD from
B3-PD. In addition, the senior secured 1st lien term loan rating
was downgraded to Caa1 from B3 and the senior secured 2nd lien term
loan rating was downgraded to Caa3 from Caa2. The rating outlook is
stable.

The following rating actions were taken:

Corporate Family Rating, downgraded to Caa1 from B3;

Probability of Default Rating, downgraded to Caa1-PD from B3-PD;

Senior Secured 1st Lien Term Loan, downgraded to Caa1 (LGD3) from
B3 (LGD3);

Senior Secured 2nd Lien Term Loan, downgraded to Caa3 (LGD5) from
Caa2 (LGD5);

The rating outlook is stable.

RATINGS RATIONALE

The rating downgrades reflect weaker operating performance and key
credit metrics than Moody's originally anticipated at the time
Moody's assigned the B3 CFR following the recapitalization of
WireCo in July 2016. At that time, Moody's expected adjusted
debt-to-EBITDA to be about 7.0x and adjusted EBITA to interest
expense to be above 1.0x. For the 12 months ended June 30, adjusted
debt-to-EBITDA was higher than 7.0x and adjusted EBITA to interest
expense remained well below 1.0x. Moody's expects adjusted EBITA to
interest expense to remain below 1.0x through 2018. Adjusted EBITA
margin has also been lower than Moody's original expectations.
Moody's expects adjusted EBITA margin to remain low through 2018,
driven by overall flat-to-modest demand in end markets and
increasing material and production costs. This will hinder WireCo
from reducing debt leverage (adjusted debt-to-EBITDA) and driving
margin growth meaningfully over this same period. Moody's also note
that WireCo is vulnerable to FX changes which can materially impact
earnings. The Caa1 CFR reflects Moody's expectations that despite
improvement, operating profit will remain weak relative to historic
performance and that adjusted EBITA to interest expense will remain
below 1.0x.

WireCo's credit profile benefits from the company's solid market
position as a provider of high-tension steel and synthetic ropes
and wire. WireCo's global footprint as well as its end market,
geographical and customer diversification are credit strengths.
WireCo derives over 70% of its revenue from outside of the United
States, providing geographic diversity and less reliance on any
single economy. However, WireCo is exposed to FX changes and
volatility in the oil and gas end market. This end market
represents approximately 20% of total revenue (and has been as high
as 40%) and generally contributes a good source of recurring
revenue given the short replacement cycle for rig lines. On-shore
rig count has increased from its trough in May 2016, which has
driven much of WireCo's YTD revenue growth. However, rig count
growth has slowed over the last two quarters which tempers Moody's
views on growth in 2018 for specialized steel and synthetic ropes.
Moody's also considers in its credit view flat-to-modest growth in
industrial and infrastructure end markets, stable but secular
headwinds for the mining end market, and flat growth for fishing
and maritime end markets.

WireCo's liquidity is supported by its $100 million asset based
revolving credit facility due 2021 and $18.8 million of cash as of
June 30, 2017. Moody's expects that the company will generate
minimal, if any, free cash flow over the next 12 to 18 months,
especially when accounting for required term loan debt amortization
and 50% cash flow sweep. ABL availability should be sufficient to
meet any potential shortfall in operating cash flow to cover its
working capital and capital expenditure needs. The company has no
debt maturities until 2021 when the ABL revolver expires.

The stable outlook assumes credit metrics will remain weak, but
stable, for the rating through 2018 due to flat operating
performance driven by sluggish end market demand and increasing
input costs.

Moody's indicated the ratings could be upgraded should WireCo's
operating performance improve such that adjusted EBITA-to-interest
is consistently above 1.0x, and adjusted debt-to-EBITDA declines
and is sustained below 6.5x. Strength in key end markets and
adjusted EBITA margin closer to 8% could also lead to an upgrade.

The ratings could be downgraded should adjusted EBITA margin
decline below 3% for a sustained period or the company experienced
a deterioration in liquidity. Any debt-funded acquisitions could
also add downward pressure. Finally, WireCo's ratings could be
downgraded should the company's enterprise value to total debt
claims weaken.

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

WireCo WorldGroup Inc., headquartered in Prairie Village, Kansas,
is a global manufacturer and seller of wire ropes, high-tech
synthetic ropes, electromechanical cable, and other related
products. The company sells into diverse industries including
infrastructure, industrial, oil and gas, mining, and marine and
fishing. Revenue for the twelve months ending June 30, 2017 totaled
approximately $613 million. WireCo is owned by affiliates of Onex
Corporation and Paine Schwartz Partners LLC.


WTE S&S AG: Can Continue Using Cash Collateral Through Dec. 31
--------------------------------------------------------------
Judge Donald R. Cassling of U.S. Bankruptcy Court for the Northern
District of Illinois has entered an interim order authorizing
WTE-S&S AG Enterprises LLC to use the cash collateral of State Bank
of Chilton during the period November 1, 2017 through December 31,
2017.

A final hearing on the continued use of cash collateral will be
held on December 19, 2017 at 10:00 a.m.

The Debtor is authorized to make the expenditures set forth in the
Budget, plus no more than 10% of the total expense payments. The
Budget provides total cash disbursements of approximately $199,300
covering the week starting with November 6, 2017 through week
ending December 31, 2017.

State Bank of Chilton will be granted valid, perfected, enforceable
interests in and to the Debtor's post-petition assets, including
all proceeds and products which are now or hereafter become
property of the estate to the extent and priority of its alleged
pre-petition liens, if valid, but only to the extent of any
diminution in the value of such assets during the period from the
commencement of the Debtor's Chapter 11 case through December 31,
2017.

In addition, the Debtor is required to:

     (1) Permit State Bank of Chilton to inspect its books and
records;

     (2) Maintain and pay premiums for insurance to cover all of
its assets from fire, theft and water damage;

     (3) Make available to State Bank of Chilton evidence of that
which constitutes its collateral or proceeds; and

     (4) Properly maintain its assets in good repair and properly
manage its business.
     
A full-text copy of the Interim Order, dated October 10, 2017, is
available at http://tinyurl.com/y9eod9es


                  About WTE-S&S AG Enterprises

WTE-S&S AG Enterprises, LLC, is a limited liability company formed
for the purpose of constructing an anaerobic digester on the
largest dairy farm in Door County, Wisconsin, so as to generate
electricity from harnessing methane extracted from animal waste.

WTE-S&S AG Enterprises filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ill. Case No. 16-09913) on March 23, 2016.  The
petition was signed by James G. Philip, manager and designated
representative.  The Debtor estimated assets and liabilities in the
range of $1 million to $10 million at the time of the filing.

The case is assigned to Judge Donald R. Cassling.

The Debtor is represented by David K. Welch, Esq., at Crane,
Heyrnan, Simon, Welch & Clar.


XPLORNET COMMUNICATIONS: Moody's Affirms B3 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Xplornet Communications Inc.'s
B3 corporate family rating (CFR) in conjunction with the company
launching a US$50 million add-on debt financing to fund a pending
acquisition. The transaction is comprised of a US$25 million add-on
to Xplornet's B1-rated secured term loan B facility and a US$25
million add-on to the company's Caa2-rated senior unsecured notes.
Ratings on both instruments were affirmed and, as part of the same
action, Xplornet's B3-PD probability of default rating was also
affirmed, as was the Ba3 rating for the company's secured revolving
credit facility. Xplornet's ratings outlook was maintained at
stable.

"Moody's affirmed Xplornet's ratings on the basis that the pending
acquisition will be strategically aligned, increasing Xplornet's
share of its target market and augmenting future growth
opportunities, and is leverage neutral," said Bill Wolfe, a Moody's
senior vice president. However, Wolfe also indicated that with this
being Xplornet's third acquisition of 2017, that it augments
already elevated execution risks and, with estimated pro forma
(Moody's adjusted) debt/EBITDA leverage of about 8x signaling
already elevated financial risks, Xplornet needs to now show
tangible progress in organically growing its subscriber base and
expanding ARPU so that EBITDA can grow into the company's very
significant debt load.

The ratings are contingent upon Moody's review of final
documentation and no material change in previously advised terms or
financial condition.

The following summarizes Moody's ratings and today's rating actions
for Xplornet:

Issuer: Xplornet Communications Inc.

Corporate Family Rating: Affirmed at B3

Probability of Default Rating: Affirmed at B3-PD

First Lien Secured Revolving Credit Facility: Affirmed at Ba3
(LGD1)

First Lien Secured Term Loan B Facility: Affirmed at B1 (LGD2 from
LGD3)

Senior Unsecured Notes: Affirmed at Caa2 (LGD5)

Outlook: Maintained at Stable

RATINGS RATIONALE

Xplornet Communications Inc.'s (B3 stable) credit profile is based
on its rural broadband connectivity business' uncertain growth and
return economics, cash flow deficits due to network investments,
and 8x leverage of debt/EBITDA (pro forma estimated Moody's
adjusted; 30June17). Solid liquidity provides a window in which to
prove out the strong potential of Xplornet's fixed-wireless and
satellite-based internet connectivity business in advance of
2020/21 debt maturities, but opportunistic debt-financed
acquisitions augment execution risks.

Xplornet has adequate liquidity based on about CAD120 million of
cash and short term investments (30June17) to help fund ongoing
modest cash flow deficits which are expected to persist through
2018/19. In the event that additional cash resources are required,
Xplornet has an unused US$50 million revolving term loan which is
committed to 2021. Moody's does not expects the revolving credit
facility to be used through 2018, expect the company to turn
modestly cash flow positive (before debt maturities) in 2018/19,
and expect above-30% covenant cushions so that access is not
limited. Xplornet has few material non-core assets which could be
readily monetized in a liquidity crunch and, in any case, since all
assets are secured, the ability to use asset sale proceeds for
liquidity purposes is limited.

Rating Outlook

The outlook is stable because Xplornet has sufficient liquidity to
fund operations through 2017/18, and Xplornet's leverage of
debt/EBITDA should decline towards 7x in 2018 (Moody's adjusted).

What Could Change the Rating - Up

Upwards rating pressure is contingent upon positive industry
fundamentals, solid operating performance, growing cash flow, good
liquidity arrangements, and Xplornet substantiating the ability to
self-fund its operations through attracting and retaining
subscribers and maintaining good pricing flexibility.

What Could Change the Rating - Down

Xplornet's rating could be downgraded in the event that its
subscriber and revenue growth trajectory falters and its ability to
self-fund operations and maintain adequate liquidity comes into
question.

Corporate Profile

Headquartered in Woodstock, New Brunswick and with corporate
offices in Markham, Ontario, privately held Xplornet Communications
Inc. (Xplornet), uses fixed wireless and satellite last-mile
broadband delivery platforms to offer broadband Internet to rural
Canadian residences and small businesses. Xplornet had over 330,000
subscribers as at June 30, 2017.

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


XS RANCH FUND: Taps Rimon PC as Special Counsel
-----------------------------------------------
XS Ranch Fund VI, L.P. seeks approval from the U.S. Bankruptcy
Court for the Northern District of California to hire Rimon P.C. as
its special corporate and litigation counsel.

Rimon will assist the Debtor in drafting, reviewing and negotiating
the necessary documents to close the debtor-in-possession
financing, exercise the repurchase options and close exit
financing.

The firm will also represent the Debtor with respect to the
subordination of claims held by the petitioning creditors and those
limited partners that filed a demand for arbitration against the
Debtor.

Rimon can be reached through:

     Pamela M. Egan, Esq.
     Rimon P.C.
     One Embarcadero Center, Suite 400
     San Francisco, CA 94111
     Tel/Fax: (415) 683-5472

                  About XS Ranch Fund VI L.P.

Dr. Hasso Plattner, David Winton, Granite Land Company, and Peter
Mainstain filed an involuntary petition (Bankr. N.D. Cal. Case No.
16-31367) against XS Ranch Fund VI, L.P for relief under Chapter 7
of the Bankruptcy Code on December 23, 2016.  On May 31, 2017, the
Debtor consented to conversion of the Bankruptcy Case to one under
Chapter 11.  On June 1, the Court entered its order converting the
Bankruptcy Case to Chapter 11.

The petitioning creditors were represented by Patricia H. Lyon,
Esq., at French and Lyon; Terry J. Mollica, Esq., at Chiarelli &
Mollica, LLP; Mary Ellmann Tang, Esq., at French Lyon Tang; and
David C. Winton, Esq., at the Law Offices of David C. Winton.  The
Debtor is represented by Pamela Egan, Esq., at Rimon P.C.; and
Richard H. Golubow, Esq., Garrick A. Hollander, Esq., and Andrew
Levin, Esq., at Winthrop Couchot.

On July 28, 2017, the United States Trustee for Region 17 appointed
an official committee of unsecured creditors.  The committee hired
Sheppard Mullin Richter & Hampton LLP, as counsel.


YELLOW PAGES: S&P Rates Proposed C$310MM Secured Notes 'B+'
-----------------------------------------------------------
S&P Global Ratings said it assigned its 'B+' issue-level rating,
with a '1' recovery rating, to Yellow Pages Digital & Media
Solutions Ltd.'s proposed C$310 million senior secured notes. All
other ratings, including the 'CCC' issue-level rating on the
company's subordinated debentures and the 'B-' long-term corporate
credit rating on Yellow Pages Ltd., are unchanged. S&P said, "We
expect the company will use proceeds from the issuance, along with
cash on hand, to repay its existing 9.25% senior secured notes. As
a result, we will withdraw our ratings on the existing notes upon
closing."

S&P said, "The proposed issuance does not meaningfully affect
Yellow Pages' expected credit metrics and our financial risk
profile assessment of highly leveraged. Despite the company's
relatively low leverage of 3.5x-4.0x and good free operating cash
flows of at least C$50 million per year, we view the directory
publishing industry as highly volatile, reflecting the risk that
Yellow Pages' capital structure could quickly become unsustainable
if negative business trends accelerate, leading to quick
deterioration in earnings, cash flow, and credit metrics.

"The stable outlook on Yellow Pages reflects our expectation that
despite weaker earnings and pressured margins the company will
maintain adequate liquidity over the next 12 months; reflecting
positive free operating cash flows and the ability to cover fixed
charges, including about C$30 million of debt repayment per year."

RECOVERY ANALYSIS

Key analytical factors

-- S&P is assigning its 'B+' issue level rating with a '1'
recovery to the proposed C$310 million senior secured notes.

-- The '1' recovery reflects its expectation of very high
(90%-100%, rounded estimate 90%) recovery in the event of a
default.

-- The 'CCC' issue-level rating on Yellow Pages' subordinated
exchangeable debentures with a'6' recovery rating is unchanged.

-- The '6' recovery rating reflects our expectation of negligible
(0%-10%, rounded estimate 0%) recovery.

-- S&P's simulated default scenario incorporates the assumption of
a default in 2019, following significant deterioration in cash flow
driven by weaker-than-expected print and digital advertising market
conditions.

-- In the event of a default, S&P assumes the company would
reorganize or be sold as a going concern as opposed to being
liquidated.

-- S&P applies a positive 45% operational adjustment to its
expected fixed charges to better align the EBITDA decline relative
to other 'B-' rated peers.

-- S&P values Yellow Pages using a 3x multiple of its emergence
EBITDA estimate, which corresponds to the company's fixed charges
in the simulated default year.

-- Yellow Pages' multiple is lower than the industry multiple
given secular pressures and weak industry fundamentals.

Simulated default assumptions:

-- Simulated year of default: 2019
-- EBITDA at emergence: C$97.6 million
-- EBITDA multiple: 3x

Simplified waterfall

-- Gross recovery value : C$292.7 million
-- Net recovery value (after 5% administrative charges): C$278.1
million
-- Priority claims: C$31 million
-- Value available for first-lien claim: C$247.1 million
-- Senior secured first-lien debt: C$266.7 million
    --Recovery Expectations: 90%-100% (rounded estimate 90%)
-- Value available for subordinated claims : None
-- Subordinated debt: C$96.3 million
    --Recovery expectations: 0%-10% (rounded estimate 0%)

RATINGS LIST

  Yellow Pages Ltd.
   Corporate Credit Rating                 B-/Stable/--

  New Rating

  Yellow Pages Digital & Media Solutions Ltd.
   Senior Secured
    C$310 mil 10% notes due 2022           B+
     Recovery Rating                       1(90%)


[*] Alexis Leventhal Joins Cohen & Grigsby's Bankruptcy Group
-------------------------------------------------------------
Business law firm Cohen & Grigsby on Oct. 11, 2017, announced the
appointment of two lateral associates in its Pittsburgh office.

Alicia A. Handy joins the firm's business services group with her
practice focused on mergers and acquisitions and other corporate
matters.  Prior to joining Cohen & Grigsby, Ms. Handy was an
associate at an international law firm in Houston and has extensive
experience representing clients in the energy and manufacturing
sectors.  She received her J.D. from University of Michigan Law
School.

Alexis A. Leventhal joins the firm's bankruptcy and creditors'
group.  Prior to joining Cohen & Grigsby, Ms. Leventhal clerked at
the U.S. Bankruptcy Court for the Western District of Pennsylvania
and the U.S. Bankruptcy Court for the Middle District of Florida.
She is an executive council member of the Allegheny Bar Association
and a member of the American Bankruptcy Institute.  She received
her J.D. from Fredric G. Levin College of Law at the University of
Florida.

                     About Cohen & Grigsby

Since 1981, Cohen & Grigsby, P.C. -- http://www.cohenlaw.com/--
and its attorneys have provided sound legal advice and solutions to
clients that seek to maximize their potential in a constantly
changing global marketplace.  Comprised of more than 140 lawyers,
Cohen & Grigsby maintains offices in Pittsburgh, PA and Naples,
Fla.  The firm's practice areas include Business Services, Labor &
Employment, Immigration/International Business, Intellectual
Property, Real Estate & Public Finance, Litigation, Employee
Benefits & Executive Compensation, Estates & Trusts, Bankruptcy &
Creditors Rights, and Public Affairs.  Cohen & Grigsby represents
private and publicly held businesses, nonprofits, multinational
corporations, individuals and emerging businesses across a full
spectrum of industries.


[*] Bingham Greenebaum's James Irving Bags ABI 40 Under 40 Award
----------------------------------------------------------------
Bingham Greenebaum Doll LLP on Oct. 12, 2017, disclosed that James
R. Irving has been named a 2017 honoree of the American Bankruptcy
Institute's (ABI) 40 Under 40.  The award recognizes bankruptcy,
insolvency, and restructuring professionals from around the world
who are 40 years old or younger as of December 1, 2017.

Recipients are selected based on a number of qualities and
characteristics including achievements on behalf of clients,
community service, personal integrity, and professional service.
Nominations are judged by a committee of senior professionals
representing the diversity of the bankruptcy community.

"We are proud of Jim and the tremendous work he does representing
our clients in bankruptcy matters.  He is a real leader is his
field and deserving of this prestigious recognition," said Tobin
McClamroch, Managing Partner of the firm.

Mr. Irving is the Managing Partner of the firm's Louisville office
and Chair of the Bankruptcy/Restructuring Practice Group.  His
practice focuses on bankruptcy matters and creditors' rights, as
well as commercial litigation.  Mr. Irving has experience
representing debtors, creditors, committees, trustees, and
interested third parties in Chapter 11 and Chapter 7 bankruptcy
cases, in addition to representing creditors in foreclosure
proceedings and other litigation.

Mr. Irving is a long-standing member of ABI and has served the
organization as a member of the Advisory Panel to the ABI Southeast
Workshop since 2016, and as an ABI CARE Program volunteer since
2015.

Bingham Greenebaum Doll LLP -- http://www.bgdlegal.com-- is a
business law firm providing transactional, litigation, tax and
government-related services to clients across a variety of
industries and business sectors.  The firm also provides estate
planning and other services to individuals and non-profits.  


[*] Moody's: Global Spec.-Grade Default Rate Down in September
--------------------------------------------------------------
Moody's global speculative-grade default rate closed at 2.8% for
the trailing 12-month period ending September 30, down from 3.2% at
the end of June and 4.6% a year ago, the rating agency says in its
latest global default report. Moody's expects the default rate to
continue trending down to finish the year at 2.5%, before receding
to 1.9% at end-September 2018.

"The global speculative-grade default rate reached its lowest level
in the two years at the end of last month," said Sharon Ou, a
Moody's Vice Present and Senior Credit Officer. "Our continued
benign outlook is supported by thin high-yield spreads, which
reflect favorable fundamentals including stabilizing commodity
prices, ample liquidity and a growing economy."

The number of corporate defaults fell noticeably in the three
months to end-September, Ou says. Thirteen Moody's-rated corporate
issuers missed debt repayments in the third quarter, down from 29
the prior quarter. Five, or 38%, of last quarter's defaults
occurred in the Retail sector, up from 17% in the second quarter
and none in the first. Conversely, the Oil & Gas sector accounted
for 45% defaults in the first quarter and 17% in the second, but
saw no defaults last quarter.

The global corporate default tally reached 64 at 30 September,
against 118 in the same period last year. The US accounted for the
majority of defaults in the third quarter, with its 10 defaults
including Toys 'R' US Inc., Toys 'R' Us-Delaware Inc., Boart
Longyear Management Pty Ltd and Floworks International LLC. In
Europe, just one Moody's-rated company defaulted last quarter.
Moody's expects the US speculative-grade default rate to fall to
3.1% at year-end from 3.3% currently, and the European rate to fall
to 1.9% at year-end from its present 2.4%.

By industry, Moody's forecasts that in the US the default rate will
be highest in the Durable Consumer Goods sector, followed by
Environmental Industries and Retail. In Europe, the rating agency
expects the default rate to be highest in the Media: Advertising,
Printing & Publishing, followed by Oil & Gas.


[*] S&P Affirms Ratings on 4 Federal Prison Project Rev Bond Issues
-------------------------------------------------------------------
S&P Global Ratings affirmed its ratings on four federal prison
project revenue bond issues. All four facilities are operated by
contracts secured through the U.S. Marshals Service (USMS). This
rating action applies to the following issuers:

-- Fannin County Public Facility Corp. (BB/Stable);
-- Grady County Criminal Justice Authority, Okla., (BB+/Stable);
-- West Texas Detention Facilities Corp. (BB/Stable); and
-- Willacy County Public Facility Corp., Texas (BB+/Stable).

S&P said, "In analyzing these bonds, we've used portions of our
"Human Service Providers" (HSP) criteria, published June 13, 2007,
on RatingsDirect. This transaction is within the scope of the HSP
criteria in part because of the nature of the cash flow that relies
on revenue derived from a contractual relationship with the U.S.
federal government (or agency of the federal government) for the
provision of services at facilities in operation. Key concepts from
the HSP criteria that also apply to our analysis of federal prison
financings include a review of the service essentiality and need
for the facility's services, provider assessment, management
quality, and financial analysis. We also analyze the funding agency
relationship, including the nature of the contracts with the
provider, and the pledged security and legal structure of the
bonds. In addition, we've used our "Principles of Credit Ratings"
criteria, published Feb. 16, 2011, and our "Federal Future Flow
Securitization" criteria, published March 12, 2012, given the
revenue bonds unique credit structure, and because federal cash
flows support the operation of the facility directly. Under the
federal flow securitization criteria, all USMS contract revenue
issuers' debt profiles receive an overall score of '2.6' based on
our view of project establishment, project funding specification,
renewal and reauthorization risk, and allotment risk."

The ratings reflect S&P's opinion of:

-- The industry's inherent volatility, primarily because of the
potential fluctuation for facility demand, its essentiality, and
the uncertainty created by event risks and changes in policy at the
federal level;

-- Annual net debt service coverage (DSC) levels, which could
significantly change in the event that a contract is not renewed,
or there is a reduction in demand;

-- Lack of capacity within the USMS's current federally owned
detention facilities, which we believe leads to increased service
essentiality;

-- Legal covenants and security provisions, including the
short-term nature of a perpetuation agreement with renewal risks
supporting the pledged revenue; and

-- The quality of management and operations to date, which has not
disrupted cash flows since inception of the projects.

The USMS Federal Prison Detention Program, whose funds are
appropriated to each of the four issuer facilities', rapidly
expanded in the early 2000s, with populations soaring to 62,406 in
2011 from 18,282 in 1994. In recent years, immigration-related
offenses have comprised about 35% of the overall USMS detainee
population. The USMS budget request for fiscal 2018 included an
average daily population of 54,090, down about 12% from 2011.
According to the USMS's budget submission, federal detention
facilities accommodated just 18% of the USMS detention population
in 2016. By contrast, in 2000, federal facilities housed
approximately 30% of the USMS detention population. S&P said,
"Based on the most recent capacity, we recognize that the federal
government needs to house detainees at facilities it neither owns
nor operates. Our ratings on these facilities, however, capture our
view that overall demand can change relatively quickly because of
shifts in federal policy and migration patterns of undocumented
immigrants into the U.S."

The lack of system capacity puts practical limitations on how
quickly and how many detainees could be transferred out of
privately operated centers into Department of Justice
(DOJ)-owned-and-operated centers. S&P views this capacity
constraint as increasing the need for the issuer facilities and
thus as a positive credit factor. However, detainees could be
transferred to other competing facilities if directed by the USMS
or could be transitioned to alternative detention programs, which
could negatively affect the cash flows for each of the four issuer
facilities.

The USMS detainees that are housed in the facilities include
individuals charged with federal offenses and detained while
awaiting trial, individuals who have been sentenced and are
awaiting designation and transport to a Bureau of Prison (BOP)
facility, and individuals awaiting a hearing on their immigration
status or deportation. Due to federal capacity constraints and lack
of beds, the USMS works with state, local, and privately owned
facilities through various contracts and intergovernmental
agreements. The contracts typically stipulate a per diem cost or a
fixed monthly fee to house detainees in facilities not owned and
operated directly by the federal government. Operational costs can
fluctuate on an annual or even monthly basis; however, the per diem
rate or the fixed monthly fee to house the federal detainees is
dictated by the terms of the contract with the USMS. Annual debt
service payments could be pressured if operating costs
significantly increase without a corresponding increase in the
contractual revenues or if competing facilities (potentially those
with lower fixed costs) were to reduce demand.

The USMS maintains a quality assurance program based on the premise
that the issuer, and not the USMS, is responsible for management
and quality control actions. The USMS reviews the facilities at
least once a year to ensure all federal guidelines and performance
standards. Reviews will be done more frequently if a facility's
performance is found to be substandard. If the facility and its
operations are found to be deficient in back-to-back reviews, the
USMS can terminate the contract. If the federal funding agency
terminates a contract, both the operator and the issuer will lose
revenues. As a result, S&P believes that each of the four issuers
as well as their respective operators have a vested interest in
overseeing quality operations to ensure the contract with the USMS
is not terminated.

With the exception of Grady County Criminal Justice Authority
(CJA), each issuer has contracted a third-party, private operator
to manage its facility. Issuer-specific operators and terms of the
contracts are noted below. S&P said, "For each issuer that
maintains a contract with a private operator, we believe the
operator has covenanted to comply with all federal and
state-specific laws and jail standards. If an issuer determines
that the operator has failed to comply with any applicable laws or
has breached a covenant, the issuer has the ability to terminate
the operating contract. We believe it is in the issuer's best
interest to replace an operator if standards are not met, and
therefore believe the obligors maintain regular oversight of the
facilities. In addition, although past reviews of facilities have
resulted in some findings, the quality of management in each of
these four issuers has not resulted in a loss of a federal contract
to date."

Although there is no direct history of contract cancellation or
non-renewal due to management quality on these four issuers, there
have been other instances of similar federally secured contracts
that pertain to housing federal inmates being cancelled for
convenience, contracts not being renewed or not re-awarded, or
contracts being re-awarded but at a lower capacity rate. While the
USMS falls under the DOJ's jurisdiction, and the DOJ has not
directed the USMS to cease or reduce its use of privately
contracted prisons, our ratings take into account how quickly
federal and state directives and shifts in policy can affect the
pledged revenues because these contracts are short term and include
renewal risk. Therefore, S&P views the relationship between the
issuer and the funding agency as one that is highly susceptible to
change.

S&P Global Ratings also takes into consideration the pledged
security, finances, and legal structure. While issuer-specific
detail can be found below, these bonds are secured by monthly
payments -- payable solely from revenues from the facilities'
operations. Given the pledged security, the issuer's ability to
make debt service payments depends on its ability to continue to
operate the facility and receive contract revenues from the use of
the project. Therefore, S&P analyzes the net DSC given the
essentiality of the operations of the facility when performing our
financial analysis. In most cases, an issuer is allowed to issue
additional debt, as long as the issuer complies with its additional
bonds test (ABT) and the issuers have business interruption
insurance in place for 12 months following an event; however, the
insurance would not cover an event of contract cancellation or
nonrenewal unless the cancellation is caused by a disturbance,
damage, or force majeure.

Issuer-specific details are as follows:

FANNIN COUNTY PUBLIC FACILITIES CORP.

Fannin County Facilities Corp. (PFC) leases the facility to Fannin
County, and revenue derived from the facility's operation (that is,
all lease rental payments due from the county to the PFC), is
pledged for debt service payments on the bonds. Fannin County
recognizes the debt as long-term obligations on its audited
financial statements, but we view the debt as having no
relationship to the county's finances given the nature of the
pledged revenues. Monthly lease rental payments--payable solely
from revenues from the detention center's operation, subject to
county appropriation--to the trustee from the county secure the
certificates. Under an intergovernmental service agreement with the
USMS, the county receives revenues monthly; in turn, officials
deposit the payments at a local depository bank, which is required
to transfer the lease rental deposits to the trustee monthly.
Fannin County is a predominantly rural, lightly populated area in
northern Texas. The city of Bonham, the county seat and the
location of the jail, is about 50 miles northeast of Dallas.
Several federal courthouses and regional offices of federal law
enforcement agencies, including the USMS and customs enforcement,
are located nearby. USMS detainees held in the facility comprise
those in custody of the USMS Eastern District of Texas. Federal
court is held in seven cities within this district, and three court
cities are within 50 miles of the facility.

The facility's building structure is a steel frame with a standing
seam metal roof. The detention center was designed to meet the
requirements of the Texas Commission on Jail Standards, and to
comply with all applicable local, state, and national codes. Fannin
County's detention system is composed of two facilities on separate
sites. The county jail is the facility completed in 2009 with
funding from bonds issued in 2008. It is a 432-bed secure facility,
and the jail the county used before completion of the new facility
is still used as an element of the county detention system. This
96-bed facility, the satellite jail, is generally used to house
county-responsible detainees while the 432-bed facility is used for
contract housing and overflow from the satellite jail.

Fannin County and the USMS entered into an indefinite use
intergovernmental agreement with a 100-day cancelation clause in
September 2009 that was subsequently updated in January 2012, and
has since served as the contracting vehicle between the county and
the USMS. The agreement automatically renews every 100 days unless
an intent to terminate is filed 30 days in advance. The county has
the ability to petition for a per-diem rate change every 36
months.

GEO Group is the operator, and one of the largest private prison
operators in the county. Previously, Community Education Centers
(CEC) operated the facility and the satellite jail pursuant to an
operation and management agreement with Fannin County, but GEO
Group acquired CEC in 2017. GEO Group is operating the facility
under the same terms and conditions previously agreed to by CEC and
Fannin County, and the contract extends through 2019.

Demand at the Fannin County facility has historically been
adequate. Since 2014, the inmate population per day has ranged from
314 (February 2014) to 517 (August 2016), or about 60% capacity at
its low end and 97% capacity at its peak. In fiscal 2016 (year-end
Sept. 30), the facility's average annual occupancy rate was about
81%. During the first 11 months of fiscal 2017, average annual
occupancy rate is 86%, which we believe indicates continued demand
of the facility. The total population includes both federal and
local detainees. Although this provides some revenue mix because
some project facility revenues are locally derived, the per diem
and the amount of local detainees is significantly lower and, on
its own, would not cover debt service.

County-responsible detainees have a per-diem rate of $45.00, and
those held in the satellite facility have a per diem of $36.25. The
USMS per-diem rate increased to $78.32 from $59.00 in September
2016, which was the first time since inception that the rate was
increased. The operator fee per the contract with GEO Group
simultaneously increased to $57.57 from $38.25 per USMS detainee.

The trust received total revenue of about $9.7 million in fiscal
2016. Maximum annual debt service (MADS) occurs in 2037, the final
year of maturity, and amounts to $5.3 million. Gross revenues
collected in fiscal 2016 would cover 1.8x MADS. Given the pledged
security, the issuer's ability to make debt service payments
depends on its ability to continue to operate the facility and
receive contract revenues from the use of the project. Therefore,
we analyze the net DSC given the essentiality of the operations of
the facility when performing our financial analysis. Payments to
the operator in fiscal 2016 amounted to about $7.0 million, and
annual debt service was about $2.7 million. On a cumulative basis
(net operational costs) revenues covered annual debt service
payments 1.02x in fiscal 2016. Given occupancy rates to date, we
expect similar levels of DSC in fiscal 2017, but note that future
operations depend on maintaining similar annual occupancy rates.
Total par outstanding is about $30.2 million. In accordance with
bond covenants, the corporation maintains a debt service reserve
fund of about $2.8 million. We believe some additional liquidity is
provided through a project and rental fund, in the amount of
approximately $2.8 million as of the fiscal 2016 audit. Fannin
County PFC could issue additional debt provided that it met an ABT
of 1.35x, the maximum rental payment coverage required based on
projected net coverage for the three years following the fiscal
year, with expected improvements of 1.25x the maximum rental
payment coverage for the two most recent fiscal year-ends. S&P
believes the issuer has no plans to issue additional debt at this
time.

GRADY COUNTY CRIMINAL JUSTICE AUTHORITY

Grady County leases the site and facilities to Grady County CJA,
which is responsible for the operations and maintenance of the
facilities. The facilities lease between the county and the CJA
extends for 30 years, and remains in place as long as the bonds are
unpaid. The bonds are secured by a first lien on the authority's
revenues and a leasehold mortgage on the site and facilities. The
Grady County CJA prepares its annual audited statements separate
from the county. We view the debt as having no relationship to the
county's finances given the separation of audited statements and
given the nature of the pledged revenues.

Monthly lease rental payments--payable solely from revenues from
the facilities' operation, subject to county appropriation--to the
trustee from the county secure the certificates. Under contracts
with the USMS and various other federal, state, and local
municipalities, the county receives revenues monthly; in turn,
officials deposit the payments at a local depository bank, which is
required to transfer the lease rental deposits to the trustee
monthly.

The facilities are located in Chickasha, about 36 miles from the
Federal BOP's Oklahoma City Federal Transfer Center (FTC) along
Interstate 40. Based on historical USMS demand, we believe it
predominantly serves as an overflow detention facility for the
FTC.

The CJA's correctional facilities include a 490-prisoner-capacity
law enforcement center, a 68-prisoner-capacity minimum security
facility, and a courthouse facility with bed space. The law
enforcement center is a four-story structure of poured concrete
with an exterior insulated finish. Interior walls consist of
concrete masonry units and steel cells. The authority has
covenanted and agreed to use its best efforts to comply with
directions and requirements of all accreditation agencies, and to
operate the facilities in compliance with all applicable
requirements of state and federal law.

The authority has been the sole operator of the correctional
facilities since 2007. There is no third-party private operator. To
date, S&P believes there have been no violations, and the authority
has been compliant with all state and federal laws. The agreement
has a perpetual renewal unless terminated with 30 days' notice.

Under a 2013 intergovernmental agreement between Grady County and
the USMS, the USMS has been housing detainees at the facilities.
The intergovernmental agreement with USMS stipulates a fixed
per-diem rate of $64 per inmate, and the county has the ability to
petition for a rate change every 36 months. The most recent rate
was approved in 2013. The agreement has a perpetual renewal unless
terminated with 30 days' notice. The authority also maintains
separate contracts with the United States Army (Fort Sill), the
Oklahoma Department of Corrections, Grady County, and various other
local municipalities. The facilities' inmates have primarily
consisted of USMS detainees; historically, about 70% of the
population has consisted of USMS detainees.

Total revenue received by the authority in fiscal 2016 (year-end
June) was about $9.3 million. Debt service payments are relatively
level throughout the life of the bonds at about $1.5 million. MADS
occurs in fiscal 2020, and amounts to about $1.5 million. Gross
revenues collected in fiscal 2016 would cover MADS by 6.3x. Given
the pledged security, the issuer's ability to make debt service
payments depends on its ability to continue to operate the facility
and receive contract revenues from the use of the project. S&P
said, "Therefore, we analyze the net DSC given the essentiality of
the operations of the facility when performing our financial
analysis. Net debt service costs, operating expenditures in fiscal
2016 amounted to about $6.7 million, and annual debt service was
about $1.5 million. On a cumulative basis (net operational costs)
revenues covered annual debt service payments 1.73x in fiscal 2016.
Based on unaudited cash flow for fiscal 2017, we expect similar
levels of DSC for this fiscal year.  "We believe the CJA's debt
service reserve fund was about $2.6 million as of 2016, which
exceeds the three-pronged reserve requirement of the lesser of
MADS, 125% of the average annual debt service, or 10% of the
initial bond proceeds. Grady County CJA could issue additional debt
provided it meets an ABT of 1.35x historical revenue for parity
debt, and a rate covenant of 1.1x, but we view the rate covenant as
largely best efforts rather than a strict requirement. We
understand that the issuer has no debt plans."

WEST TEXAS DETENTION FACILITY CORP.

The corporation leases the facility to Hudspeth County, and revenue
from the facility's operation (such as all lease rental payments
due to the corporation from the county) is pledged for debt service
payments on the bonds. The county recognizes the debt as long-term
obligations on its audited financial statements, but we view the
debt as having no relationship to the county's finances given the
nature of the pledged revenues. Monthly lease rental payments --
payable solely from revenues from the detention center's operation,
subject to county appropriation -- to the trustee from the county
secure the certificates. Under a contract with the USMS and
Immigration Customs Enforcement (ICE), the county receives project
revenues monthly; in turn, officials deposit the payments at a
local depository bank, which is required to transfer the lease
rental deposits to the trustee monthly.

The detention facility is in Hudspeth County immediately adjacent
to the border with Mexico and about 88 miles east of El Paso.
Interstate 10 runs from El Paso through Hudspeth County,
paralleling the border, and there is a border patrol checkpoint
located near Sierra Blanca, which is the site of the detention
center. Due to its location, the facility serves as a holding site
for various agencies that have a short-term need to hold those
apprehended along the border area.

In May 2004, the corporation opened a new 500-bed detention
facility specifically designed to provide contract service to other
government agencies with detention responsibilities. The secure
adult jail was designed to meet the requirements of the Texas
Commission on Jail Standards, and to comply with all applicable
local, state, and national codes. Due to an overall increase in
occupancy, well in excess of design capacity, the corporation
obtained a semi-permanent facility complex leased from Proteus
On-Demand Structures in 2009. This facility was designed to offer
quick response to overcapacity issues, meeting appropriate codes,
without employing traditional construction. S&P said, "We believe
the semi-permanent facility adds an additional 450 beds. At other
facilities where semi-permanent facilities are in place, we have
observed several facility disturbances, and therefore view this
structure as an additional risk; however, we believe the additional
risk is somewhat mitigated by the high DSC."

The center has historically been and currently is operated under an
intergovernmental agreement between the county and the USMS. The
agreement authorizes other agencies (such as the BOP, U.S. Border
and Protection Agency, and the ICE agency) to use the facility
under the same agreed upon terms and rates. The most recent
agreement took effect in October 2014, and remains in effect unless
an intent to terminate is filed by either party with 30 days'
notice. The ICE, which operates under the USMS intergovernmental
agreement, added an amendment to the agreement in January 2015. The
purpose of the modification was to secure additional funding for
the detention and transportation services for ICE detainees at the
facility. Similar to capacity constraints within the USMS,
ICE-owned-and-operated facilities can only accommodate a fraction
(about 11%) of the current detainee population. Therefore, this
capacity constraint strengthens S&P's view of the facility's
service essentiality; however, abrupt shifts in federal policy or
declining detainee populations could quickly limit the facility's
operations.  Although the facility is owned by the corporation,
day-to-day operations are assigned to LaSalle Southwest
Corrections. The original operating agreement was between the
county and Emerald Correctional Management (ECM), but LaSalle
recently replaced ECM as the operator. Operating under the same
terms and conditions, we believe the current operator contract
extends to 2019. LaSalle has been providing detention services
since 1997 and currently has in excess of 17,000 adult correctional
beds, which is a relatively small market share compared with other
private operators.

Demand at the West Texas Detention Facility has historically
fluctuated, but has generally been good. In the past three years,
the average monthly population was low at just 233 (May 2017) to
1,185 (November 2017), or about 47% occupancy of just the permanent
facility at its low end and over 100% occupied of both the
permanent facility and semi-permanent facility combined at its high
end. The average annual population in calendar 2015 was 846, and
was up to 854 in calendar 2016; however, during the first eight
months of 2017, demand has declined to 548, which still represents
more than 100% occupancy rate for the permanent facility, but only
about 58% occupied with beds available in both structures are
combined. S&P attributes the lower demand in 2017 to a sharp
decline in ICE detainees. The intergovernmental agreement with both
USMS and ICE stipulates a fixed per-diem rate of $77 per inmate,
but the county has the ability to petition for a rate change every
36 months. The most recent rate was approved in October 2014.

In 2016, gross receipts from ICE totaled about 52% of revenue.
Based on the first eight months of 2017, the number of ICE
detainees has significantly decreased, and gross receipts from USMS
have provided the majority of revenues collected to date. Because
of current gross receipts, historical populations predominantly
being composed of USMS detainees, and long-standing
intergovernmental agreement between the county and USMS, S&P
continues to review these bonds under its federal future flow
securitization using the USMS as the funding agency; however,
should a trend develop where it believes gross receipts will be
funded predominantly through ICE revenues, S&P would likely view
ICE as the funding agency. Under the federal flow securitization
criteria, both ICE and USMS currently receive an overall score of
'2.6'.

The corporation received about $24 million in total revenue in
2016. MADS occurs during the final year of maturity, in 2027, and
amounts to $4 million. Gross revenues collected in 2016 would cover
MADS by 6x. Operating expenses for the past 18 months were not
provided; however, using historical data (since 2015 populations
were similar to 2016), we estimate that annual expenses, not
including debt service payments, are about $18 million. Annual debt
service payments in fiscal 2016 (year-end Sept. 30) were $2.1
million. As a result, S&P estimates net revenues covered debt
service by more than 2.8x in 2016. Based on declining population
counts in the first eight months of 2017, we believe coverage
levels could decline, but will continue to provide at least
adequate, or more than 1.5x, net annual debt service costs.

Total debt outstanding was about $17.1 million. As of September
2017, the county debt service reserve fund was about $1.9 million.
S&P said, "We believe some additional liquidity of approximately $3
million is provided through a project and rental fund. The
corporation could issue additional debt provided it meets an ABT of
1.50x projected MADS, or, with new facilities, a historical and
projected test of 1.25x MADS. We believe the issuer has no debt
plans."

WILLACY COUNTY PUBLIC FACILITIES CORP.

Willacy County PFC leases the facility to the county, and revenue
from the facility's operation (such as all lease rental payments
due from the county to the PFC), is pledged for debt service
payments on the bonds. The county recognizes the debt as long-term
obligations on its audited financial statements, but S&P views the
debt as having no relationship to the county's finances given the
nature of the pledged revenues. Monthly lease rental
payments--payable solely from revenues from the detention center's
operation, subject to county appropriation -- to the trustee from
the county secure the certificates. Under a contract with the USMS,
the county receives revenues monthly; in turn, officials deposit
the payments at a local depository bank, which is required to
transfer the lease rental deposits to the trustee monthly.

The detention center is in Raymondville, the seat of Willacy
County, approximately 30 miles north of the border with Mexico, and
within 50 miles of the U.S. federal courthouse in Brownsville,
Texas. In certain high demand areas, such as the southwest border,
the USMS has not been able to rely on its owned facilities to meet
the regional demand. As a result, when space is unavailable, the
USMS has increasingly relied on privately operated facilities to
service the prison populations. S&P believes the lack of capacity
within the system puts practical limitations on how quickly and how
many detainees could be transferred out of privately operated
centers into DOJ-owned-and-operated centers.

The project is a 572-bed, secure adult jail facility. It is a
medium custody level prison, and functions as a pre-trial detention
facility for the USMS. The secure adult jail was designed to meet
the requirements of the Texas Commission on Jail Standards, and to
comply with all applicable local, state, and national codes.

In 2002, the USMS awarded a contract to Management & Training Corp.
(MTC), the operator, that allows the components of the federal
government, including USMS, Federal BOP, and the ICE agency, to
house detainees at the facility. A new contract was awarded
effective Jan. 1, 2010, that includes two base years and the option
to renew for 18 more, two years at a time. If all nine option
periods are extended, the current agreement would expire Sept. 30,
2029, which exceeds the bonds' maturity. For each year of the
option period, the government will notify the contractor that funds
are available for performance no later than the first day of the
pertinent fiscal year (Oct. 1). If so, the contract's cancellation
will occur within 60 days of the start of the fiscal year.

Since the project's 2002 start, the MTC has operated the facility
pursuant to an operation and management agreement with the county.
The operating contract was extended indefinitely between the
operator and the county, or can expire when the contract with the
USMS expires or is terminated. The MTC operates 25 correctional
facilities and more than 31,000 beds, and is one of the top three
private operators in terms of population served.

The USMS has been housing inmates at the detention center since the
project's inception, and demand has historically been strong. Since
2014, the inmate population per month ranged from 377 (January
2014) to 620 (November 2016), or about 66% capacity at its low end
and over 100% capacity at its peak. In fiscal 2016 (year-end Sept.
30), the facility's average annual occupancy rate was 95%. During
the first 10 months reported in fiscal 2017, average annual
occupancy is 93%, which S&P believes indicates continued demand of
the facility. The USMS recently renewed its contract with MTC for
the next option period, and per-diem costs are fixed at $100.73.

The trust received about $19.7 million in total revenue in fiscal
2016. MADS occurs in the final year of maturity, in 2025, and
amounts to $4.3 million. Gross revenues collected in fiscal 2016
would cover MADS by 4.6x. Given the pledged security, the issuer's
ability to make debt service payments depends on its ability to
continue to operate the facility and receive contract revenues from
the use of the project. S&P said, "Therefore, when performing our
financial analysis we analyze the net DSC given the essentiality of
the facility's operations. In fiscal 2016, annual expenses, net
debt service, were $13.3 million, and annual debt service was about
$2.4 million. On a cumulative basis (net operational costs)
revenues covered annual debt service payments by 2.6x in fiscal
2016. Given occupancy rates to date in fiscal 2017, we expect
similar levels of DSC in fiscal 2017, and believe the issuer could
sustain some loss in demand and still meet its financial
commitments."

S&P said, "Total debt outstanding was about $16 million. As of
September 2016, the county's debt service reserve fund totaled
about $2.05 million. We believe a maintenance reserve fund provides
some additional liquidity, but that amount is unknown. Willacy
County PFC could issue additional debt provided it meets an ABT of
1.5x projected MADS, or, with new facilities, a historical and
projected test of 1.25x MADS. We believe the issuer has no debt
plans."

OUTLOOK

S&P said, "The stable outlook on these four issuers reflects our
expectation that the USMS will continue to demand use of these
facilities given the lack of federal facilities to house detainees.
Furthermore, we base the outlook on our view that the operators
will continue to manage and operate the facilities according to
federal standards, and that the primary funding agency will
continue to contract out the detention services. The outlook also
assumes no changes to federal policy that would negatively affect
the use of detention centers more broadly. As a result, we are
unlikely to change the rating over the one-year outlook horizon.

"Given the potential for fluctuations in demand and service
essentiality, which we view as a continued risk and inherent
weakness, we do not expect to raise the rating. However, we could
do so if the funding agreements were to strengthen, indicating
sustained demand for the facility.

"We could lower the rating in case of a material decrease in demand
for the facility that resulted in dilution of coverage, or a shift
in federal policy or law that dictates a reduction in
appropriations."


[^] BOND PRICING: For the Week Ended October 9 to 13, 2017
----------------------------------------------------------
  Company                     Ticker  Coupon Bid Price   Maturity
  -------                     ------  ------ ---------   --------
Alpha Appalachia
  Holdings Inc                ANR      3.250     2.048   8/1/2015
American Eagle Energy Corp    AMZG    11.000     0.933   9/1/2019
Amyris Inc                    AMRS     9.500    64.330  4/15/2019
Amyris Inc                    AMRS     6.500    63.000  5/15/2019
Appvion Inc                   APPPAP   9.000    45.250   6/1/2020
Appvion Inc                   APPPAP   9.000    44.750   6/1/2020
Armstrong Energy Inc          ARMS    11.750    12.880 12/15/2019
Armstrong Energy Inc          ARMS    11.750    12.500 12/15/2019
Avaya Inc                     AVYA    10.500     5.000   3/1/2021
Avaya Inc                     AVYA    10.500     0.557   3/1/2021
BPZ Resources Inc             BPZR     6.500     3.017   3/1/2015
BPZ Resources Inc             BPZR     6.500     3.017   3/1/2049
Bon-Ton Department
  Stores Inc/The              BONT     8.000    32.390  6/15/2021
BreitBurn Energy
  Partners LP / BreitBurn
  Finance Corp                BBEP     7.875     3.625  4/15/2022
BreitBurn Energy
  Partners LP / BreitBurn
  Finance Corp                BBEP     8.625     3.125 10/15/2020
BreitBurn Energy
  Partners LP / BreitBurn
  Finance Corp                BBEP     8.625     3.160 10/15/2020
BreitBurn Energy
  Partners LP / BreitBurn
  Finance Corp                BBEP     8.625     3.160 10/15/2020
Buffalo Thunder
  Development Authority       BUFLO   11.000    40.000  12/9/2022
Cenveo Corp                   CVO      8.500    25.250  9/15/2022
Cenveo Corp                   CVO      8.500    45.500  9/15/2022
Chassix Holdings Inc          CHASSX  10.000     8.000 12/15/2018
Chassix Holdings Inc          CHASSX  10.000     8.000 12/15/2018
Chukchansi Economic
  Development Authority       CHUKCH   9.750    53.000  5/30/2020
Cinedigm Corp                 CIDM     5.500    35.000  4/15/2035
Claire's Stores Inc           CLE      9.000    60.250  3/15/2019
Claire's Stores Inc           CLE      8.875    22.954  3/15/2019
Claire's Stores Inc           CLE      7.750    11.000   6/1/2020
Claire's Stores Inc           CLE      9.000    57.250  3/15/2019
Claire's Stores Inc           CLE      7.750    11.000   6/1/2020
Claire's Stores Inc           CLE      9.000    48.250  3/15/2019
Cobalt International
  Energy Inc                  CIE      2.625    22.500  12/1/2019
Cumulus Media Holdings Inc    CMLS     7.750    29.875   5/1/2019
DFC Finance Corp              DLLR    10.500    55.893  6/15/2020
DFC Finance Corp              DLLR    10.500    52.625  6/15/2020
Denbury Resources Inc         DNR      7.250    58.625  12/1/2017
EV Energy Partners LP /
  EV Energy Finance Corp      EVEP     8.000    37.000  4/15/2019
EXCO Resources Inc            XCO      8.500    21.184  4/15/2022
EXCO Resources Inc            XCO      7.500    27.375  9/15/2018
Egalet Corp                   EGLT     5.500    49.500   4/1/2020
Emergent Capital Inc          EMGC     8.500    50.533  2/15/2019
Energy Conversion
  Devices Inc                 ENER     3.000     7.875  6/15/2013
Energy Future Holdings Corp   TXU      6.550    14.750 11/15/2034
Energy Future Holdings Corp   TXU      9.750     8.000 10/15/2019
Energy Future Holdings Corp   TXU      6.500    14.000 11/15/2024
Energy Future Holdings Corp   TXU      5.550    12.500 11/15/2014
Energy Future Intermediate
  Holding Co LLC / EFIH
  Finance Inc                 TXU     11.250    36.000  12/1/2018
Energy Future Intermediate
  Holding Co LLC / EFIH  
  Finance Inc                 TXU      9.750    10.000 10/15/2019
Energy Future Intermediate
  Holding Co LLC / EFIH
  Finance Inc                 TXU     11.250    36.000  12/1/2018
Fleetwood Enterprises Inc     FLTW    14.000     3.557 12/15/2011
GenOn Energy Inc              GENONE   9.500    74.000 10/15/2018
GenOn Energy Inc              GENONE   9.500    73.000 10/15/2018
Global Brokerage Inc          GLBR     2.250    31.000  6/15/2018
Gulfmark Offshore Inc         GLFM     6.375    20.250  3/15/2022
Homer City Generation LP      HOMCTY   8.137    38.750  10/1/2019
Illinois Power Generating Co  DYN      7.000    33.750  4/15/2018
Illinois Power Generating Co  DYN      6.300    33.750   4/1/2020
IronGate Energy Services LLC  IRONGT  11.000    35.000   7/1/2018
IronGate Energy Services LLC  IRONGT  11.000    35.000   7/1/2018
IronGate Energy Services LLC  IRONGT  11.000    35.000   7/1/2018
IronGate Energy Services LLC  IRONGT  11.000    35.000   7/1/2018
Jack Cooper Holdings Corp     JKCOOP   9.250    52.750   6/1/2020
Las Vegas Monorail Co         LASVMC   5.500     8.000  7/15/2019
Lehman Brothers Holdings Inc  LEH      4.000     3.326  4/30/2009
Lehman Brothers Holdings Inc  LEH      2.000     3.326   3/3/2009
Lehman Brothers Holdings Inc  LEH      1.500     3.326  3/29/2013
Lehman Brothers Holdings Inc  LEH      1.600     3.326  11/5/2011
Lehman Brothers Holdings Inc  LEH      2.070     3.326  6/15/2009
Lehman Brothers Holdings Inc  LEH      1.383     3.326  6/15/2009
Lehman Brothers Holdings Inc  LEH      5.000     3.326   2/7/2009
Lehman Brothers Inc           LEH      7.500     1.226   8/1/2026
MF Global Holdings Ltd        MF       3.375    27.375   8/1/2018
MModal Inc                    MODL    10.750     6.125  8/15/2020
Mashantucket Western
  Pequot Tribe                MASHTU   7.350    18.000   7/1/2026
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC            MPO     10.750     0.473  10/1/2020
Nine West Holdings Inc        JNY      6.125    16.500 11/15/2034
Nine West Holdings Inc        JNY      8.250    18.500  3/15/2019
Nine West Holdings Inc        JNY      6.875    15.846  3/15/2019
Nine West Holdings Inc        JNY      8.250    17.250  3/15/2019
Nortel Networks Capital Corp  NT       7.875    98.000  6/15/2026
NorthWestern Corp             NWE      6.340   100.000   4/1/2019
OMX Timber Finance
  Investments II LLC          OMX      5.540     9.850  1/29/2020
Orexigen Therapeutics Inc     OREX     2.750    36.449  12/1/2020
Permian Holdings Inc          PRMIAN  10.500    29.125  1/15/2018
Permian Holdings Inc          PRMIAN  10.500    29.125  1/15/2018
Prospect Capital Corp         PSEC     5.700    99.453 10/15/2019
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                  PRSPCT  10.250    48.250  10/1/2018
Renco Metals Inc              RENCO   11.500    24.250   7/1/2003
Rex Energy Corp               REXX     8.875    39.000  12/1/2020
Rolta LLC                     RLTAIN  10.750    24.375  5/16/2018
SAExploration Holdings Inc    SAEX    10.000    66.000  7/15/2019
SandRidge Energy Inc          SD       7.500     2.081  2/15/2023
Sears Roebuck
  Acceptance Corp             SHLD     6.875    97.300 10/15/2017
Starwood Property Trust Inc   STWD     3.750   100.000 10/15/2017
SunEdison Inc                 SUNE     0.250     2.000  1/15/2020
SunEdison Inc                 SUNE     2.375     2.250  4/15/2022
SunEdison Inc                 SUNE     2.625     2.000   6/1/2023
SunEdison Inc                 SUNE     2.750     1.864   1/1/2021
SunEdison Inc                 SUNE     5.000    10.000   7/2/2018
SunEdison Inc                 SUNE     3.375     2.250   6/1/2025
TMST Inc                      THMR     8.000    19.500  5/15/2013
Talos Production LLC /
  Talos Production
  Finance Inc                 TALPRO   9.750    62.125  2/15/2018
Talos Production LLC /
  Talos Production
  Finance Inc                 TALPRO   9.750    62.125  2/15/2018
TerraVia Holdings Inc         TVIA     5.000     7.750  10/1/2019
TerraVia Holdings Inc         TVIA     6.000    44.250   2/1/2018
Toys R Us - Delaware Inc      TOY      8.750    27.025   9/1/2021
Toys R Us Inc                 TOY      7.375    27.500 10/15/2018
UCI International LLC         UCII     8.625     6.875  2/15/2019
Vanguard Operating LLC        VNR      8.375    20.750   6/1/2019
Walter Energy Inc             WLTG     9.500     0.263 10/15/2019
Walter Energy Inc             WLTG     8.500     0.834  4/15/2021
Walter Energy Inc             WLTG     9.875     0.834 12/15/2020
Walter Energy Inc             WLTG     9.875     0.834 12/15/2020
Walter Energy Inc             WLTG     9.500     0.263 10/15/2019
Walter Energy Inc             WLTG     9.500     0.263 10/15/2019
Walter Energy Inc             WLTG     9.875     0.834 12/15/2020
Walter Energy Inc             WLTG     9.500     0.263 10/15/2019
Walter Investment
  Management Corp             WAC      4.500    14.832  11/1/2019
Washington Mutual Bank /
  Debt not acquired
  by JPMorgan                 WAMU     5.550     0.700  6/16/2010
iHeartCommunications Inc      IHRT    10.000    55.330  1/15/2018
iHeartCommunications Inc      IHRT     6.875    51.000  6/15/2018
rue21 inc                     RUE      9.000     0.500 10/15/2021
rue21 inc                     RUE      9.000     0.397 10/15/2021


                            *********

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