TCR_Public/171115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, November 15, 2017, Vol. 21, No. 318

                            Headlines

1657 LLC: Wants to Pay Varistone Using Property Sale Proceeds
1776 AMERICAN: Sale of Houston Condo Unit 202 for $37K Approved
1776 AMERICAN: Sale of Houston Property to Aguilar for $137K Okayed
417 LACKAWANNA: Voluntary Chapter 11 Case Summary
A GREENER GLOBE: Trustee Taps Mark Cyr as Accountant

AA HOLDINGS-WINSTON-SALEM: Sale of All Assets for $2.3M Approved
ADVANCED SOLIDS: Stallion Rockies Six Auger Tanks for $174K
AEMETIS INC: Harold Sorgenti Quits as Director
AEMETIS INC: Reports $8.21 Million Net Loss for Third Quarter
AIR CANADA: S&P Alters Outlook to Pos on Improving Credit Measures

ALAMO TOWERS: Taps H. Anthony Hervol as Legal Counsel
ALL TERRAIN: Case Summary & Unsecured Creditor
ALUMINUM EXTRUSIONS: Larson Buying All Assets for $6.3 Million
ARCHITECTURAL MATERIALS: Taps Ted Smith as Accountant
ATLANTA GROTNES: Taps Reliant as Real Estate Broker

AVAYA INC: Unveils Members of Board of Directors After Ch.11 Exit
B. LANE INC: Case Summary & 30 Largest Unsecured Creditors
BAMBI HERRERA-EDWARDS: Bound by 5% Management Fee
BARTON FOOD: Taps Barron & Newburger as Legal Counsel
BASSETT BUILDING: Seeks Approval to Hire Bookkeeper

BCP RAPTOR: Loan Repricing Neutral to Credit Profile, Fitch Says
BHUIYAN CAB: Taps Jacqueline A. St. John as Legal Counsel
BLACK IRON: Taps Rocky Mountain Advisory as Financial Consultant
BLEACHER CREATURES: Files Chapter 11 Plan of Liquidation
BNOIS SPINKA: Presidential Bank to be Paid $1.5MM Under Plan

BOMBARDIER INC: Fitch Affirms 'B' LT Issue Default Rating
BOWLING GREEN: Voluntary Chapter 11 Case Summary
BOWMAN DAIRY: Ferguson Buying New Castle Property for $119K
BP CHANEY: Seeks to Expand Scope of Mitchell Law Firm Services
C SWANK ENTERPRISES: PACCAR Objects to Amended Disclosure

CALIFORNIA RESOURCES: Loan Increase No Impact on Moody's Caa1 CFR
CAPITOL STATION 65: Plan Confirmation Hearing Continued to Feb. 7
CARL SAYERS: Selling All Danbury Real Properties at Auction
CASTEX ENERGY: Assignment of Prospect Working Interest to LLOLA OKd
CENTENNIAL RESOURCE: Moody's Assigns B3 Sr. Regular Bonds Rating

CENTENNIAL RESOURCE: S&P Assigns 'B+' CCR, Outlook Stable
CITRIX SYSTEMS: Moody's Rates New Sr. Unsecured Bonds 'Ba1'
CJ MICHEL INDUSTRIAL: Ch. 11 Trustee Sought Due to Fraud Charges
COVERIS HOLDINGS: S&P Lowers CCR to 'B-', Outlook Developing
COVINGTON ROUTE: Unsecured Creditors to Recoup 20% Under Plan

CROSIER COMMUNITY: A34 Buying Phoenix Property for $725K
CRYSTAL ENTERPRISES: Jan. 17 Hearing on 3rd Amended Disclosures
CYPRESS ASSOCIATES: Unsecureds to Get 100% at 4% Interest in 36 Mos
DATA COOLING: Proposes $1.3 Million Private Sale of All Assets
DECATUR ATHLETIC: Disclosures OK'd; Plan Hearing on Dec. 13

DEX SERVICES: Taps Mullin Hoard as Legal Counsel
DIGNITY RESIDENTIAL: Case Summary & 2 Largest Unsecured Creditors
DIT PROPERTIES: Ch. 11 Plan Funded from Sale of Thatcher Property
EARTH PRIDE: Committee Taps Bederson as Accountant
ESCO MARINE: Recovery to Unsecured Creditors Unknown Under Plan

EVANGELICAL HOMES: Fitch Affirms BB+ Ratings on 2013 Bonds
EXGEN TEXAS: S&P Lowers Rating to 'D' on Bankruptcy Filing
FAMILY CHILD CARE: Disclosures OK'd; Plan Hearing on Dec. 12
FUNERAL SERVICES: December 7 Plan Confirmation Hearing
GNC HOLDINGS: S&P Lowers CCR to 'B' on Weakened Credit Metrics

GO DADDY: S&P Alters Outlook to Stable on Integration With HEG
GULFMARK OFFSHORE: Completes Restructuring Plan, Exits Chapter 11
GULFMARK OFFSHORE: Hughes Hubbard Served as Counsel to DNB Bank
HESS INFRASTRUCTURE: Fitch Assigns First Time BB Long-Term IDR
HESS INFRASTRUCTURE: Moody's Assigns Ba2 Corp. Family Rating

HESS INFRASTRUCTURE: S&P Assigns 'BB+' CCR, Outlook Stable
HKD TREATMENT: Taps Good Schneider as Special Counsel
HORIZON SHIPBUILDING: Taps Irvin Grodsky as Legal Counsel
HOSTESS BRANDS: S&P Rates Restated $994MM 1st Lien Term Loan 'BB-'
HUDSON VALLEY DRYWALL: To Pay Unsecured Creditors in Full

INTERNATIONAL RENTALS: Sale of Property to Fund Proposed Plan
INVENERGY THERMAL: Moody's Affirms B1 Rating; Outlook Negative
J G WENTWORTH: S&P Lowers ICR to 'D' Amid Restructuring
JOBS FOR BABCOCK: Taps James Joyce as Bankruptcy Counsel
JOHN BASISTA: Sale of 50% Interest in Sewickley Property Approved

KINDRED HEALTHCARE: Moody's Affirms B2 CFR; Outlook Stable
LANTHEUS HOLDINGS: S&P Raises CCR to B+, Outlook Stable
LIBERTY INTERACTIVE: Fitch Affirms 'BB' LT Issuer Default Rating
LIFETIME INDUSTRIES: Taps Bond & Bond as Auctioneer
LIGHTHOUSE NETWORK: Moody's Affirms B2 CFR; Outlook Remains Stable

LIMITED STORES: Unsecureds to Get Less Than 1% from Sale Proceeds
MARTIN'S FISHING: Taps Mullin Hoard as Legal Counsel
METRO NEWSPAPER: Unsecureds to Recoup 5-10% Under Latest Plan
MICROSEMI CORP: Moody's Hikes CFR to Ba2; Outlook Stable
MIH PARENT: S&P Affirms 'B-' Corp Credit Rating on Dividend Recap

MISSIONARY ASSEMBLY: Seeks to Hire RJ Govoni Construction
MITCHELL INT'L: Moody's Rates $75MM 1st Lien Credit Facility B1
MMM DIVERSIFIED: Latest Plan Discloses $2.5K in Unsecured Claims
MOEINI CORPORATION: Taps Irvin Grodsky as Legal Counsel
MOUNTAIN INVESTMENTS: Unsecured Creditors to Get 3.9% over 60 Mos.

NEFF RENTAL: Moody's Withdraws B2 CFR Amid United Rentals Deal
NOLES PARTNERS: Must File Plan and Disclosures Before Jan. 22
NXT CAPITAL: Moody's Hikes CFR & Secured Debt Rating to Ba3
ODEBRECHT OLEO: Chapter 15 Recognition Hearing Set for Dec. 12
OLIVER C&I: Court Dismisses Lawsuit vs Carolina Developers, et al.

ONSITE TEMP: Latest Plan Discloses Objections to Secured Claims
OSHKOSH CORP: Moody's Affirms Ba2 CFR; Changes Outlook to Positive
PACIFIC DRILLING: Case Summary & 30 Largest Unsecured Creditors
PACIFIC DRILLING: Failed to Win Consensus on Debt-to-Equity Plan
PACIFIC DRILLING: Payments to Critical Vendors Won't Exceed $4.5M

PACIFIC DRILLING: Wants Zonda Arbitration to Proceed
PDC ENERGY: Moody's Hikes Corporate Family Rating to Ba3
PENN REALTY: Plan Outline Okayed, Plan Hearing on Nov. 30
PHYSIOTHERAPY HOLDINGS: Trust Wins Clawback Suit vs. WSHP, et al.
PODS LLC: Moody's Affirms B2 Corp. Family Rating; Outlook Stable

PODS LLC: S&P Affirms 'B+' Corporate Credit Rating, Outlook Stable
POWELL VALLEY HEALTH: Court Okays Disclosure Statement
PREFERRED CARE: Case Summary & 20 Largest Unsecured Creditors
PRIME METALS: November 30 Plan Confirmation Hearing
R & S ANTIQUES: Case Summary & 20 Largest Unsecured Creditors

RAJYSAN INC: Taps Alpert Barr as Special Litigation Counsel
RAVENSTAR INVESTMENTS: Sale of Reno Property for $625K Approved
RELIABLE HUMAN: Taps Steven Nosek Firm as Bankruptcy Counsel
RESOLUTE ENERGY: Fitch Assigns B+ Rating to $550MM Unsec. Notes
RESOLUTE ENERGY: Moody's Rates Senior Unsecured Regular Bonds Caa1

RESOLUTE ENERGY: S&P Rates New $550MM Senior Unsecured Notes 'B-'
RV COLLISION: Seeks to Hire Taxman USA as Accountant
RYCKMAN CREEK: December 6 Plan Confirmation Hearing
SAMUEL E. WYLY: Private Sale of MC LLC's Dallas Property Approved
SCOTTDALE DETOX: Taps Michael W. Carmel as Legal Counsel

SEADRILL LTD: Committee Taps Patton Moreno as Panamanian Counsel
SHIBATA FLORAL: Case Summary & 20 Largest Unsecured Creditors
SKY-SKAN INC: Taps Deshaies Law as Co-Counsel
SKY-SKAN INC: Taps Tamposi Law Group as Legal Counsel
STEREOTAXIS INC: Reports $4.67 Million Net Loss for Third Quarter

STOLLINGS TRUCKING: Sale of Caterpillar Bulldozer for $40K Approved
SYU SING: Unsecureds To Be Paid in Full, Plus 1.38% Per Annum
T-MOBILE USA: Moody's Hikes CFR to Ba2; Outlook Stable
TAYLOR EQUIPMENT: Taps Allegheny Capital as Broker
TERRA MILLENNIUM: S&P Affirms 'B' CCR on Acquisition Announcement

TORTOISE PARENT: S&P Assigns 'BB-' ICR, Outlook Stable
TRACY JOHN CLEMENT: Trustee's Sale of 2011 Timpte Trailer Approved
TWH LIMITED: Creditors to Receive Payments from Sale of Assets
UNITED DISTRIBUTION: S&P Cuts CCR to CCC on Looming Debt Maturity
UNITED PLASTIC: Court Won't Hear Gilpin's Appeal from Fee Ruling

UNITED PLASTIC: Court Won't Hear Reynolds' Appeal from Fee Ruling
UNIVE INC: Unsecureds to Recoup 10% Under Plan
VIDANGEL INC: Taps Analysis Group as Economic Consulting Expert
VIM + VIGOR: MountainOne Seeks Appointment of Chapter 11 Trustee
VISTA OUTDOOR: Moody's Puts Ba3 CFR on Review for Downgrade

WALL STREET SYSTEMS: Moody's Affirms B2 CFR; Outlook Still Negative
WALL STREET SYSTEMS: S&P Affirms 'B' CCR, Outlook Stable
WEIGHT WATCHERS: Moody's Rates Proposed Senior Unsecured Notes B3
WEIGHT WATCHERS: S&P Rates $500MM Unsecured Notes Due 2025 'CCC+'
WESTERN EXPRESS: Moody's Reinstates B2 Corporate Family Rating

WHOLE SAILING: Taps Glenn Forbes, Susan Gray as Legal Counsel
WHOLELIFE PROPERTIES: Trustee Taps Lain Faulkner as Accountant
WILKINSON FLOOR: Unsecureds to Get Share of $200,000 Fund
WILLIAMSON & WILLIAMSON: Disclosure Statement Hearing on Nov. 30
WINNEBAGO INDUSTRIES: S&P Alters Outlook to Stable, Affirms BB- CCR

WYNIT DISTRIBUTION: Nov. 20 Auction of Inventory Set
WYNIT DISTRIBUTION: Sale of WD Encore Assets for $1.7M Approved
XPERI CORP: S&P Alters Outlook to Negative on Weak Credit Metrics

                            *********

1657 LLC: Wants to Pay Varistone Using Property Sale Proceeds
-------------------------------------------------------------
1657, LLC, asks the U.S. Bankruptcy Court for the Western District
of Washington to authorize its use of proceeds from the sale of the
real property at 1657 151st Ave SE, Bellevue, Washington to make
payments to Veristone Fund I, LLC on the promissory note it holds
which is secured by 1657's interest in the real property at 1063
and 1065 South Point Road, Port Ludlow, Washington.

A hearing on the Motion is set for Nov. 16, 2017 at 9:30 a.m.  The
objection deadline is Nov. 16, 2017.

On Nov. 2, 2017 the Court approved the Debtor's sale of the
Bellevue Property to to SungGon Maeng and Jinsun Bae for $653,000.
That sale is expected to close by Nov. 10, 2017.  The Debtor
expects to receive approximately $90,000 in net sale proceeds after
real estate commissions and other closing costs and payment to
Veristone, which is secured by the Bellevue Property for a
different a promissory note.

Veristone filed a motion for relief from stay with respect to the
Port Ludlow property and its motion is noted for hearing on Nov.
16, 2017.  In its response to the motion, 1657 suggested it was
prepared to use some of the proceeds of the Bellevue sale to make
adequate protection payments to Veristone on the Port Ludlow note.
The motion formally asks such authority.

According to Veristone's motion for relief from stay, the note is
contractually due for payments owed on and after Jan. 1, 2017.  The
first monthly interest payment due under the note was due Feb. 1,
2017 in the amount of $2408 for payment of interest accrued in
January.  A small amount of interest may also have accrued between
the note date of Dec. 29, 2016 and Dec. 31, 2016 depending on what
the date of closing was.

1657 wishes to use the Bellevue sale proceeds to pay Veristone at
least $24,083 in interest that has accrued to date on the note at
the nondefault rate (February through November 2017) and continue
to pay monthly installments of interest at the nondefault rate
$2408 per month commencing December 2017 until Veristone is paid in
full.  As stated in 1657's response, it is exploring options to
refinance the Veristone debt and fully expects a refinance to be
available in the near term.

The balance of the sale proceeds will be maintained in 1657's
account and will need to be available for payment of administrative
expenses (utilities, insurance, US Trustee fees) as they become due
and payable.  here are no general unsecured creditors, priority
creditors or other secured creditors to whom obligations are owed.
                      

                       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.  Judge Marc
Barreca presides over the case.  The Debtor hired James E.
Dickmeyer, PC, as counsel.


1776 AMERICAN: Sale of Houston Condo Unit 202 for $37K Approved
---------------------------------------------------------------
Judge Karen K. Brown of the U.S. U.S. Bankruptcy Court for the
Southern District of Texas authorized 1776 American Property IV,
LLC and its affiliates to sell Staunton Street Partners, LLC's
condominium unit 202 located at 6001 Reims Road, Houston, Texas to
David Charles Howgego for $37,000.

The broker commissions identified in the Contract are approved and
will be paid at closing.

The exception of the 2017 ad valorem tax lien, the sale of the
Properties by the Debtor to the Purchasers will be made free and
clear of all liens, claims, encumbrances, judgments, deeds of
trust, and other interests.  Any liens, claims and encumbrances,
attach to the net sale proceeds in the same order of priority as
exist under non-bankruptcy law.

The sale of the Property by the Debtor to the Purchaser will be
made "as is, where is" with no representations or warranties of any
kind (except as to title).  With the exception of the 2017 ad
valorem tax lien, the sale of the Property by the Debtor to the
Purchaser will be made free and clear of all liens, claims,
encumbrances, judgments, deeds of trust, and other interests.  Any
liens, claims and encumbrances, attach to the net sale proceeds in
the same order of priority as exist under non-bankruptcy law.

All ad valorem tax liens on the Property will be paid at closing,
and the seller's portion of all normal and customary closing costs
and fees, including but not limited to the HOA's fees or dues.

Erich Mundinger is authorized on behalf of the Debtor to execute
all instruments and documents and to perform all other actions
necessary to consummate the transaction contemplated under the
Order and the Contract.

The 14-day stay requirements of Bankruptcy Rule 6004(h) are
waived.

               About 1776 American Properties IV

Historically, 1776 American Properties IV LLC, et al., were
companies managed by Jeff Fisher.  In 2008, Mr. Fisher began
investing in real estate in the Houston area.  Mr. Fisher worked
with friends and other business contacts in Asia who decided to
invest in special purpose entities organized in the Cayman
Islands.

The offshore companies would then loan money to Delaware based
limited liability companies, who in turn invested in real estate in
the United States.  By 2012, the U.S. based LLC's had acquired over
70 properties worth over $10 million.  As of January 2017, 1776
American Properties, et al., own 116 rental single family
homes / apartment units, five single family homes, and 76 vacant
lots.  In addition, 1776 IV, 1776 V, 1776 VII and 1776 VIII hold
promissory notes and profit sharing arrangements with various
builders on approximately 58 lots.

1776 American Properties IV LLC and its 12 affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 17-30422) on Jan. 27, 2017.  The petitions were
signed by Jeff Fisher, director.

1776 American Properties IV estimated assets of $1 million to $10
million and liabilities of less than $50,000.

The cases are assigned to Judge Karen K. Brown.

Josh T. Judd, Esq., at Andrews Myers P.C., serves as the Debtors'
bankruptcy counsel.

No trustee or examiner has been appointed in the bankruptcy cases,
and no official committee of unsecured creditors has been
established.


1776 AMERICAN: Sale of Houston Property to Aguilar for $137K Okayed
-------------------------------------------------------------------
Judge Karen K. Brown of the U.S. U.S. Bankruptcy Court for the
Southern District of Texas authorized 1776 American Property IV,
LLC and its affiliates to sell Staunton Street Partners, LLC's
single family residence located at 12014 Becca Crossing Way,
Houston, Texas, also known as Lot 6, Block 2, Spears Crossing, to
Jonathan Aguilar for $137,500.

The broker commissions identified in the Contract are approved and
will be paid at closing.

The exception of the 2017 ad valorem tax lien, the sale of the
Properties by the Debtor to the Purchasers will be made free and
clear of all liens, claims, encumbrances, judgments, deeds of
trust, and other interests.  Any liens, claims and encumbrances,
attach to the net sale proceeds in the same order of priority as
exist under non-bankruptcy law.

Integrity Bank will be the paid the $80,000 Release Price at
closing.  All ad valorem tax liens on the Properties will be paid
at closing, and the seller's portion of all normal and customary
closing costs and fees, including but not limited to owners
association fees or dues.

Erich Mundinger is authorized on behalf of the Debtor to execute
all instruments and documents and to perform all other actions
necessary to consummate the transaction contemplated under the
Order and the Contract.

The net proceeds of the sale will be deposited into the Debtor's
DIP account at Green Bank, and will be subject to the terms and
conditions of the Agreed Final Order Authorizing Use of Cash
Collateral and supplemental budget.

The 14-day stay requirements of Bankruptcy Rule 6004(h) are
waived.

               About 1776 American Properties IV

Historically, 1776 American Properties IV LLC, et al., were
companies managed by Jeff Fisher.  In 2008, Mr. Fisher began
investing in real estate in the Houston area.  Mr. Fisher worked
with friends and other business contacts in Asia who decided to
invest in special purpose entities organized in the Cayman
Islands.

The offshore companies would then loan money to Delaware based
limited liability companies, who in turn invested in real estate in
the United States.  By 2012, the U.S. based LLC's had acquired over
70 properties worth over $10 million.  As of January 2017, 1776
American Properties, et al., own 116 rental single family
homes / apartment units, five single family homes, and 76 vacant
lots.  In addition, 1776 IV, 1776 V, 1776 VII and 1776 VIII hold
promissory notes and profit sharing arrangements with various
builders on approximately 58 lots.

1776 American Properties IV LLC and its 12 affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 17-30422) on Jan. 27, 2017.  The petitions were
signed by Jeff Fisher, director.

1776 American Properties IV estimated assets of $1 million to $10
million and liabilities of less than $50,000.

The cases are assigned to Judge Karen K. Brown.

Josh T. Judd, Esq., at Andrews Myers P.C., serves as the Debtors'
bankruptcy counsel.

No trustee or examiner has been appointed in the bankruptcy cases,
and no official committee of unsecured creditors has been
established.


417 LACKAWANNA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 417 Lackawanna Avenue LLC
        315 S Main Street
        Scranton, PA 18504-2546

Type of Business: 417 Lackawanna Avenue LLC operates a real
                  estate agency in Scranton, Pennsylvania.

Chapter 11 Petition Date: November 13, 2017

Case No.: 17-04686

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Hon. Robert N. Opel II

Debtor's Counsel: Lisa M. Doran, Esq.
                  DORAN & DORAN, P.C.
                  69 Public Square, Suite 700
                  Wilkes-Barre, PA 18701
                  Tel: 570 823-9111
                  Fax: 570 829-3222
                  E-mail: ldoran@dorananddoran.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gerard T. Donahue, president.

The Debtor did not file a list 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/pamb17-04686.pdf


A GREENER GLOBE: Trustee Taps Mark Cyr as Accountant
----------------------------------------------------
The Chapter 11 trustee for A Greener Globe seeks approval from the
U.S. Bankruptcy Court for the Eastern District of California to
hire an accountant.

Russell Burbank proposes to employ Mark Cyr, a certified public
accountant, to prepare the Debtor's 2016 tax returns and pay him a
flat fee of $1,600.

Mr. Cyr does not hold or represent any interest adverse to the
Debtor's estate, creditors or equity security holders, according to
court filings.

Mr. Cyr maintains an office at:

     Mark A. Cyr, CPA
     5330 Primrose Drive, Suite 242
     Fair Oaks, CA 95628

                     About A Greener Globe

A Greener Globe is a California corporation qualified to do
business as a non-profit public benefit corporation.  Incorporated
on Dec. 7, 1993, the Company was formed to operate recycling
centers, provide educational materials and information on
conservation and recycling, and provide employment for physically
and mentally challenged individuals.

A Greener Globe sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21900) on March 28,
2016, estimating under $1 million in both assets and liabilities.
The Debtor was represented by W. Steven Shumway, Esq.

On June 14, 2015, the Court approved the Office of the U.S.
Trustee's appointment of Russell K. Burbank as the Chapter 11
trustee.  The trustee tapped Felderstein Fitzgerald Willoughby &
Pascuzzi LLP as legal counsel; Diepenbrock Elkin Gleason LLP as
special counsel; Burr, Pilger Mayer Inc. as accountant;
Wallace-Kuhl & Associates as environmental consultant; and Business
Debt Solutions Inc. as loan broker.

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


AA HOLDINGS-WINSTON-SALEM: Sale of All Assets for $2.3M Approved
----------------------------------------------------------------
Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western
District of North Carolina authorized AA Holdings-Winston-Salem,
LLC's sale of substantially all of its assets to Winston-Salem AL
Investors, LLC for for $2,300,000.

A hearing on the Motion was held on Oct. 31, 2017.

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

The sale of the Assets to AL Investors will close by Dec. 29, 2017.
Upon entry of the Order, AL Investors will furnish $35,000 as a
non-refundable binder pursuant to the AL Investors APA or as the
parties may mutually agree.  Should the sale of the Assets between
the Debtor and AL Investors not close by Dec. 29, 2017, the Debtor
may proceed with the sale of the Assets to Mainstay as contemplated
in the Motion and as modified in the Order.

Should AL Investors fail to close the purchase of the Assets by
midnight on Dec. 29, 2017, then AL Investors will be in default of
its obligations under the AL Investors APA; the binder placed by AL
Investors would be forfeited to the Debtor; AL Investors' rights
under the AL Investors APA would be forfeited; and, the Assets will
be sold to Mainstay pursuant to the Mainstay APA and as modified in
the Order.

The Mainstay APA be and is approved as a back-up bid and the Assets
will be sold to Mainstay Financial Services, LLC  should AL
Investors fail to close the sale of the Assets.  Mainstay will have
and acquire at closing good, valid and marketable title to the
Property, and the Assets will be sold and conveyed to Mainstay free
and clear of any and all liens, claims, encumbrances and
interests.

Upon receipt of $40,000 from the sale of the Assets, Cardinal
Health will cancel Cardinal Lien against the Property and will be
deemed to have waived and relinquished any claim to a deficiency
against the Debtor's bankruptcy estate.

Upon closing of the sale approved by the Order and the Bank of the
Ozarks' receipt of the net proceeds of the sale of the Assets, the
Bank of the Ozarks will cancel Ozarks Lien against the Property and
will be deemed to have waived and relinquished any claim to a
deficiency against the Debtor's bankruptcy estate.

With the consent of Bank of the Ozarks, (i) the fees and costs
associated with the sale contemplated in the Order will be
surcharged provided the Debtor files the requisite fee applications
for approval, (ii) the amounts expended are reasonable, and (iii)
the expenditure conferred a direct benefit on all parties in
interest.

Following completion of the sale of the Assets, the Debtor will
file a Report of Sale within 10 business days thereafter.  

Pursuant to 28 U.S.C. Section 1930 and the Chapter 11 Operating
Order, all quarterly fees must be paid as they become due provided
however, pursuant to the MOU, any fees disbursed through the sale
of the Assets will be furnished through the sale of the Assets.

The professional fees, commissions, costs, and expenses associated
with the Motion will be surcharged pursuant to section 506 of the
Bankruptcy Code.

Any stay that would otherwise be applicable pursuant to Bankruptcy
Rule 6004(h) will be and is waived.

                  About AA Holdings-Winston-Salem

Headquartered at 5615 Closeburn Rd., Charlotte, North Carolina, AA
Holdings-Winston-Salem, LLC owns a fee simple interest in a real
property located at 2900 Reynold Park Driver, Winston Salem, North
Carolina valued at $2.25 million.

AA Holdings-Winston-Salem, LLC sought Chapter 11 protection
(Bankr.
W.D. N.C. Case No. 17-31083) on June 29, 2017.  The case is
assigned to Judge Laura T. Beyer.

The Debtor estimated assets at $3.20 million and liabilities at
$5.10 million.

The Debtor tapped John C. Woodman, Esq., at Sodoma Law, P.C. as
counsel.  A. Burton Shuford, Esq. serves as general bankruptcy
counsel.

The petition was signed by David T. DuFault, its manager.  He has
been appointed Administrator CTA of the Estate of Clifford E.
Hemingway, Estate File No. 16-E-3443, in the Office of the Clerk
of
Superior Court of Mecklenburg County, North Carolina.


ADVANCED SOLIDS: Stallion Rockies Six Auger Tanks for $174K
-----------------------------------------------------------
Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to authorize the sale of six Auger
tanks: Auger Tank MT 1012, Auger Tank MT 1013, Auger Tank MT 1003,
Auger Tank MT 1002, and 2 Auger tanks without serial numbers, to
Stallion Rockies, Ltd. for $174,000 ($29,000 each).

Objections, if any, must be filed within 21 days from the date of
service.

The Debtor believes the sales price set approximates the market
value of the items proposed to be sold.  The Debtor proposes to
sell the personal property to Stallion for a lump sum cash payment
in the amount of $174,000 ($29,000 each for six Auger tanks).  The
sale is "as is, where is," and free and clear of all liens, claims
and encumbrances.  It has sold/leased personal property (equipment)
to Stallion Oilfield Services, Ltd., an entity related to the
Buyer, during the course of the bankruptcy case.

One of the six Auger tanks proposed to be sold, MT 1002, is
presently being leased by the Debtor to Stallion Oilfield, which
entity will remain responsible for paying the required rental
amounts to the Debtor up and until the closing of the sale to the
Buyer as proposed.  

All items proposed to be sold herein are pledged as collateral to
WTF Rentals, LLC.  WTF Rentals filed its secured Proof of Claim No.
26 in the amount of $3,263,549 on April 10, 2017, with the
appropriate security documents supporting its secured claim
attached to the Proof of Claim.  The amount owing to WTF Rentals
has been reduced to the amount of $2,212,574 (assuming the sale
approved by the Court to Portable Mud Solutions on Oct. 23, 2017
closed).

The Debtor believes that the proposed sale of the equipment
generates a reasonable value based upon the assets proposed to be
sold and their marketability.  It has been marketing the equipment
to a number of parties, several of whom toured the equipment at the
Debtor's yard in New Mexico.  An appraisal of the equipment has
been performed for WTF Rentals, LLC which supports the proposed
sales price set forth.  Much of the equipment needs
repairs/refurbishment to bring it into working condition.

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

                  About Advanced Solids Control

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

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

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


AEMETIS INC: Harold Sorgenti Quits as Director
----------------------------------------------
Harold Sorgenti, a member of the Board of Directors of Aemetis,
Inc. since 2007 and a member of the Governance, Compensation and
Nominating Committee and Audit Committee thereof, notified the
Company of his resignation from the Board for personal reasons,
effective Nov. 6, 2017.  Mr. Sorgenti did not advise the Company of
any disagreement with the Company on any matter relating to its
operations, policies or practices, according to a Form 8-K report
filed with the Securities and Exchange Commission.

                        About Aemetis

Headquartered in Cupertino, California, Aemetis --
http://www.aemetis.com/-- is an advanced renewable fuels and
biochemicals company focused on the acquisition, development and
commercialization of innovative technologies that replace
traditional petroleum-based products by the conversion of ethanol
and biodiesel plants into advanced biorefineries.  Founded in 2006,
Aemetis owns and operates a 60 million gallon-per-year ethanol
production facility in the California Central Valley near Modesto.
Aemetis also owns and operates a 50 million gallon per year
renewable chemical and advanced fuel production facility on the
East Coast of India producing high quality distilled biodiesel and
refined glycerin for customers in India and Europe.  Aemetis holds
a portfolio of patents and related technology licenses for the
production of renewable fuels and biochemicals.

Aemetis reported a net loss of $15.63 million in 2016 and a net
loss of $27.13 million in 2015.  As of Sept. 30, 2017, Aemetis had
$96.33 million in total assets, $167.87 million in total assets and
a total stockholders' deficit of $71.54 million.


AEMETIS INC: Reports $8.21 Million Net Loss for Third Quarter
-------------------------------------------------------------
Aemetis, Inc. filed with the Securities and Exchange Commission its
quarterly report on Form 10-Q reporting a net loss of $8.21 million
on $38.93 million of revenues for the three months ended Sept. 30,
2017, compared to a net loss of $4.09 million on $39.37 million of
revenues for the same period a year ago.

The Company reported a net loss of $22.73 million on $111.27
million of revenues for the nine months ended Sept. 30, 2017,
compared to a net loss of $14.19 million on $105.76 million of
revenues for the nine months ended Sept. 30, 2016.

As of Sept. 30, 2017, Aemetis had $96.33 million in total assets,
$167.87 million in total assets and a total stockholders' deficit
of $71.54 million.

During the third quarter of 2017, year over year revenues for North
America increased to $36.0 million from $33.9 million, while year
over year revenues for India were lower due to the introduction of
India's Goods and Service Tax as well as a delay in the ramp up of
India biodiesel deliveries to BP under a three-year supply
agreement signed in the second quarter of 2017. Overall revenues
decreased slightly during the third quarter of 2017 compared with
the third quarter of 2016.

"During the third quarter of 2017, North America revenues grew 6.2%
year over year," stated Eric McAfee, Chairman and CEO of Aemetis.
"The production equipment installation and commissioning for the
first phase of the patent-pending enzymatic biodiesel technology
has been completed at our Kakinada plant and commercial yields have
been achieved using low cost, low carbon feedstock. This production
upgrade required more than two years of process development in
cooperation with enzyme supplier Novozymes, resulting in a
sustainable cost advantage in both domestic and export markets that
in the fourth quarter of 2017 is expected to result in shipment
increases to both BP and our existing bulk customers in India."

Research and development costs, including costs associated with the
cellulosic ethanol initiative, particularly the operation of the
Integrated Demonstration Unit, were $1.9 million for the third
quarter of 2017, compared with expenses of $87,000 during the same
quarter of 2016.

Selling, general and administrative expenses remained constant at
$3.2 million during the third quarters of both 2016 and 2017.
Included in the selling, general and administrative expense for the
third quarter of 2017 was $131,000 of costs associated with
Goodland Advanced Fuels, Inc.

Operating loss was $3.1 million for the third quarter of 2017,
compared to an operating income of $357,000 for the third quarter
of 2016.

Net loss attributable to Aemetis, Inc. was $7.5 million for the
third quarter of 2017, compared to a net loss of $4.1 million for
the third quarter of 2016.

Interest expense during the third quarter of 2017 was $5.1 million,
compared to $4.5 million during the third quarter of 2016.
Included in interest expense for the third quarter of 2017 was $584
thousand of costs associated with Goodland Advanced Fuels, Inc.

Cash at the end of the third quarter of 2017 was $1.7 million
compared to $1.5 million at the end of the fourth quarter of 2016.

Aemetis reported a net loss of $15.63 million in 2016 and a net
loss of $27.13 million in 2015.

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

                     https://is.gd/k20B5I

                        About Aemetis

Headquartered in Cupertino, California, Aemetis --
http://www.aemetis.com/-- is an advanced renewable fuels and
biochemicals company focused on the acquisition, development and
commercialization of innovative technologies that replace
traditional petroleum-based products by the conversion of ethanol
and biodiesel plants into advanced biorefineries.  Founded in 2006,
Aemetis owns and operates a 60 million gallon-per-year ethanol
production facility in the California Central Valley near Modesto.
Aemetis also owns and operates a 50 million gallon per year
renewable chemical and advanced fuel production facility on the
East Coast of India producing high quality distilled biodiesel and
refined glycerin for customers in India and Europe.  Aemetis holds
a portfolio of patents and related technology licenses for the
production of renewable fuels and biochemicals.



AIR CANADA: S&P Alters Outlook to Pos on Improving Credit Measures
------------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Air Canada to
positive from stable. At the same time, S&P Global Ratings affirmed
its 'BB-' long-term corporate credit rating on the company.

In addition, S&P affirmed its 'BB+' issue-level rating on Air
Canada's credit facility, term loan, and secured notes. The '1'
recovery rating on the debt is unchanged, and indicates our
expectation of very high (90%-100%; rounded estimate 95%) recovery
in default. S&P Global Ratings also affirmed its 'BB-' issue-level
rating on the company's unsecured debt. The '3' recovery rating on
the debt (50%-70% expected recovery; rounded estimate 65%) is
unchanged. Finally, S&P Global Ratings affirmed its various ratings
on Air Canada's enhanced equipment trust certificates (EETCs).

The outlook revision reflects the increased potential for an
upgrade with continued improvement in the company's credit metrics,
especially funds from operations (FFO)-to-debt and free operating
cash flow (FOCF)-to-debt. Air Canada already generates FFO-to-debt
exceeding 30%, but we await further improvement in but
FOCF-to-debt. S&P believes this ratio should improve above 10%, but
could be tempered in the next 12 months based on higher capital
investments. In particular, through 2018, Air Canada will be
replacing some of its narrow-body A320 fleet with 16 new
B737-MAX8s. However, Air Canada generated about C$2.6 billion in
adjusted EBITDA and 17.5% in EBITDA margin for the 12 months ended
Sept. 30, 2017, due to cost-cutting initiatives and significant
capacity growth since 2016. Also, the company's fleet flexibility,
its geographic diversity, and management's focus on sixth freedom
travelers and operating efficiency initiatives should allow Air
Canada to sustain its profitability through 2018.

"The positive outlook reflects the potential for an upgrade if we
believe that Air Canada will keep its adjusted FOCF-to-debt over
10% next 12 months despite its planned 2018 capital expenditures.
The outlook also reflects our expectation that Air Canada will
maintain its strong EBITDA and EBITDA margin generation through
this period.

"We could raise the ratings in the next 12 months if increasing
cash flow results in Air Canada sustaining adjusted FFO-to-debt of
more than 30% and adjusted FOCF-to-debt exceeding 10%, and we
believe the ratios will stay at those levels.

"We could revise the outlook to stable if we believe the company's
credit metrics are weakening and FFO-to-debt falls below 30%. We
could also consider an outlook revision if the company's
profitability metrics deteriorate, either due to
higher-than-expected costs or the negative impact of industry
headwinds on Air Canada's operating results."


ALAMO TOWERS: Taps H. Anthony Hervol as Legal Counsel
-----------------------------------------------------
Alamo Towers-Cotter, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire the Law Office of
H. Anthony Hervol as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.

Hervol will charge an hourly fee of $285 to be applied against a
retainer of $20,000.  The firm also required the Debtor to make a
deposit of $1,717 for costs and filing fee, and a deposit of $2,283
to defray postage and noticing costs.

Anthony Hervol, Esq., disclosed in a court filing that he is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Anthony H. Hervol, Esq.
     Law Office of H. Anthony Hervol
     4414 CenterviewDr, Suite 200
     San Antonio, TX 78228
     Tel: (210) 522-9500
     Fax: (210) 522-0205
     Email: hervol@sbcglobal.net

                   About Alamo Towers-Cotter LLC

Alamo Towers-Cotter, LLC owns an eight-story low-rise building in
San Antonio, Texas.  Located at the heart of the north central
office market, the 198,452-square-foot Alamo Towers is centrally
accessible to all key activities in the city.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Texas Case No. 17-52599) on November 6, 2017.
Marcus P. Rogers, administrator of the Estate of James F. Cotter,
signed the petition.

At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $10 million to $50 million.

Judge Craig A. Gargotta presides over the case.


ALL TERRAIN: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: All Terrain LLC
        335 N 2149 E
        St Anthony, ID 83445-5625

Type of Business: Headquartered in Saint Anthony, Idaho, All
                  Terrain LLC provides home moving services. The
                  company's moving services include crane and
                  rigging, historic preservation, building/heavy
                  equipment, residential moving, doublewide
                  moving, and commercial moving.  The company is
                  affiliated with Hathaway Homes Group LLC, a
                  dealer of recreational vehicle and manufactured
                  homes in South East Idaho.  Hathaway Homes
                  sought bankruptcy protection on Nov. 10, 2017
                  (Bankr. D. Id. Case No. 17-40992).

Chapter 11 Petition Date: November 13, 2017

Case No.: 17-40999

Court: United States Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Hon. Jim D Pappas

Debtor's Counsel: Jay A Kohler, Esq.
                  KOHLER LAW OFFICE
                  482 Constitution Wy #313
                  Idaho Falls, ID 83402
                  Tel: (208) 524-3272
                  E-mail: cindy@kohlerlawif.com
                         jaykohler@live.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul J Hathaway, member/manager.

The Debtor's list of top 20 unsecured creditors has a single entry:
TAG Lending, LLC, PO Box 4689, Logan, UT 84323-4689, holding a
claim of $3.67 million.

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

           http://bankrupt.com/misc/idb17-40999.pdf


ALUMINUM EXTRUSIONS: Larson Buying All Assets for $6.3 Million
--------------------------------------------------------------
Aluminum Extrusions, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Mississippi to authorize the sale of all or
substantially all assets outside the ordinary course of business to
Larson Manufacturing of South Dakota, Inc. for $6,300,000, subject
to overbid.

During the past several years, the Debtor has incurred significant
operating losses.  For the two year period prior to the Petition
Date, it has attempted to obtain a capital infusion for the
business or, alternatively, a sale of the business in order to
resolve its difficult financial situation.  Unfortunately, those
efforts were not successful.

Through the efforts of its financial and sale advisor, Equity
Partners HG, LLC ("EP") and its management, the Debtor has pursued
extensive marketing of the business and various expressions of
interest have been received.  The Debtor received several bids
prior to the First Bid Deadline for the Debtor's entire business
which complied with the terms of the Order.  Additionally, it
received other expressions of interest for all or part of its
business but no formal offers were made by such other parties prior
to the First Bid Deadline.

Based on the advice of Ken Mann and Matt LoCascio of EP, and after
consultation with the Committee, the Debtor has considered all of
the various purchasers and alternative actions that could be taken.
Based on the foregoing sale efforts, and its inability to secure
alternative financing, the Debtor has entered into an Asset
Purchase Agreement with Larson  to sell the assets of its business
as a going concern.  Larson proposes to purchase all of the
Debtor's right, title, and interest in its facilities, real estate,
contracts, equipment, accounts receivable, intangible assets,
inventory, and miscellaneous assets, and excluding the Excluded
Assets.  The purchase price will be $6,300,000, which price will be
allocated among the assets as set forth in Schedule 3 to the
Agreement.  Pursuant to the terms of the Court's Order Granting
Debtor's Motion for An Administrative Order Approving Sale and Bid
Procedure Pursuant to Sections 105(a), 363 and 365 of the
Bankruptcy Code, the Debtor has designated Larson as a Stalking
Horse Bidder.

The Debtor has determined that sale of the assets to Larson
pursuant to the Agreement would be in the best interest of the
Debtor and its estate and would maximize value of the assets of the
Debtor by continuing the business and the employment of
approximately 70 employees.  Although Larson is not expressly
required to retain all employees pursuant to the Agreement, it is
anticipated that substantially all of the Debtor's employees will
be offered continued employment with Larson.

At present, the Debtor projects that it will have fully drawn upon
its post-petition financing in order to continue operations through
the earlier of closing or Dec. 31, 2017.  In the absence of a sale,
it is anticipated that additional post-petition financing may be
needed to continue operating the business.  Absent additional
financing, it will be difficult for the Debtor to maintain or
expand its current business, thus expediting the sale is of
significant importance to the estate and its creditors.

The Debtor owns one parcel of real estate and various inventory,
machinery, vehicles and equipment located in Senatobia,
Mississippi, which will be sold pursuant to the Agreement.

The Debtor is a party to two equipment leases which will be
assigned to Larson.  As of the filing of the Motion, the Debtor is
current in all of its lease obligations under all of its leases.
Larson intends to assume the Debtor's forklift lease with Crown
Credit Company and its copier lease with Konica/ Minolta.  In
addition, the Debtor is a party to open and undelivered customer
orders.  Pursuant to the Agreement, Larson reserves the right to
determine which customer orders, it seeks to assume up until the
later of the Second Bid Deadline or Auction to be held pursuant to
the Order.

In order to realize any ongoing concern value with respect to the
Debtor's business, it is necessary for a sale to be closed within
14 days after entry of a final order approving the sale as set
forth in the Order. Pursuant to the Agreement, it is anticipated
that Closing will occur on or prior to Dec. 22, 2017, unless
otherwise agreed to by the parties.  Because of the Debtor's
current operating difficulties and projected liquidity shortfalls,
it is not feasible to sell the business in the context of a plan of
reorganization.

Subject to the provisions of the Order which contemplate competing
bids at the Auction to take place if there are competing bidders
after the Second Bid Deadline, the Debtor believe that the proposed
Agreement is in the best interest of the Debtor, its estate, and
its creditors.

Due to the expedited nature of the Motion and as contemplated by
the Order, the Debtor believes it is in its best interest and its
estate that other prospective purchasers be given an opportunity to
submit higher and better offers on substantially the same terms and
conditions provided in the proposed Agreement with Larson.

The Order and the proposed Agreement contemplate the possibility of
other bids for all the assets of the Debtor and requires that any
initial overbid (for all of the Purchased Assets) be in a minimum
amount of 5% over the bid of Larson and be accompanied by a deposit
of 10% of proposed bid.  The initial bid at the Auction, if held,
will be in an increment of at least 5% of the announced initial
highest and best Qualified Bid as defined in the Order, with
subsequent bids being to be determined by EP and the Debtor in
accordance with the Order.  Competing bidders must comply with the
provisions of the Order relating to bid procedures.

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

   http://bankrupt.com/misc/Aluminum_Extrusions_150_Sales.pdf

The Debtor has given notice of the Motion to all notice parties.

The proceeds of any sale will be subject to and impressed with the
duly perfected first priority security interests and liens of the
Secured Lenders, and the net proceeds, after payment of regular and
customary closing costs, recording fees to the extent applicable,
and any amounts required to be paid pursuant to the Agreement, will
be disbursed at closing as follows: (a) first to the payment of
commission and expenses of Equity Partners, HG, LLC; (b) second to
the fees and expenses of the professionals employed by the Debtor
and the Committee; (c) third to the Secured Lenders based on the
allocation of purchase price set forth in Schedule 3 to the
Agreement, without prejudice to the rights of the Committee or an
interested party to challenge the security interest of such Secured
Lenders to the extent such rights have been preserved by prior
order of the Court, and (d) any remaining net proceeds will be paid
to the Debtor.

The Debtor prays that, after an expedited hearing, the Court
approves the APA between the Debtor and Larson, or any substitute
purchaser as the Court may approve, and the assumption and
assignment of leases in connection therewith, and that the Court
awards the Debtor such other relief to which they may be entitled.

The Purchaser:

          LARSON MANUFACTURING OF
          SOUTH DAKOTA, INC.
          2333 Eastbrook Drive
          Brokkings, SD 57006
          Facsimile: (605) 696-6222
          E-mail: William R. Retterath

              About Aluminum Extrusions, Inc.

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, serves 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. National CRS, LLC, serves as financial
advisor.

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


ARCHITECTURAL MATERIALS: Taps Ted Smith as Accountant
-----------------------------------------------------
Architectural Materials Co. seeks approval from the U.S. Bankruptcy
Court for the Western District of Missouri to hire Ted Smith, CPA
LLC as its accountant.

The firm will, among other things, conduct an analysis of the
Debtor's cash management and accounts receivable procedures;
prepare its monthly operating reports; and assist in the
preparation of tax returns.

Ted Smith, a certified public accountant, will charge an hourly fee
of $175.  Other professionals who may assist him bill at the hourly
rates of $75 to $85.

Mr. Smith disclosed in a court filing that his firm does not
represent any interest adverse to the Debtor.

The firm can be reached through:

     Ted Smith
     Ted Smith, CPA LLC
     5240 N. Town Centre Drive, Suite 102-A
     Ozark, Missouri 65721
     Phone: +1 417-449-4064

                   About Architectural Materials

Based in Springfield, Missouri, Architectural Materials Co. filed
its voluntary petition for relief under Chapter 11 (Bankr. W.D. Mo.
Case No. 17-60887) on August 14, 2017, listing under $1 million in
both assets and liabilities.  The Debtor is represented by David E.
Schroeder at David Schroeder Law Office, P.C.


ATLANTA GROTNES: Taps Reliant as Real Estate Broker
---------------------------------------------------
Atlanta Grotnes Machine Company seeks approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire a
real estate broker.

The Debtor proposes to employ Reliant Real Estate Partners, LLC in
connection with the sale of its properties, which include a
commercial building and land, located at 305 Selig Drive, Atlanta,
Georgia.

Reliant will receive a commission of 4% of the gross sales price if
it sells the property.  If there is a co-broker, the commission
will be 5% to be split evenly between the brokers.

Kevin Randolph, an associate of Reliant, disclosed in a court
filing that he and his firm do not hold or represent any interest
adverse to the Debtor or its estate.

The firm can be reached through:

     Kevin Randolph
     Reliant Real Estate Partners, LLC
     Two Piedmont Center
     3565 Piedmont Road, Suite 740
     Atlanta, GA 30305
     Phone: 404-760-7180
     Fax: 404-760-7187

             About Atlanta Grotnes Machine Company

Atlanta Grotnes Machine Company filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ga. Case No. 17-61383) on June 30, 2017.  The
petition was signed by Alan Grotnes, vice-president, operations.
The Debtor disclosed total assets of $1.21 million as of June 29,
2017 and total liabilities of $2.23 million as of June 29, 2017.
Scroggins & Williamson, P.C. represents the Debtor as counsel.


AVAYA INC: Unveils Members of Board of Directors After Ch.11 Exit
-----------------------------------------------------------------
Avaya Holdings Corp. has announced the members selected to serve on
the Company's Board of Directors (the Board) upon its emergence
from chapter 11 as a public company.

Subject to confirmation and consummation of the Company's Second
Amended Plan of Reorganization (the Second Amended Plan), the
post-emergence Board will consist of the following Directors:

Jim Chirico is Avaya's current President and Chief Executive
Officer and formerly its Chief Operating Officer.  Prior to Avaya,
he served as Executive Vice President of Global Operations,
Development and Manufacturing for Seagate Technology, a
publicly-traded provider of electronic data storage technologies
and systems.

Ronald A. Rittenmeyer is the Executive Chairman and Chief Executive
Officer at Tenet Healthcare, a diversified health care services
company.  Previously, Mr. Rittenmeyer was the Chairman, President
and Chief Executive Officer of Electronic Data Systems, a leading
global provider of information technology services, business
process outsourcing and applications services.  He also serves as a
Director on the Boards of American International Group,
QuintilesIMS and Tenet Healthcare.

Stephan Scholl is the President at Infor, a privately held provider
of enterprise software products and services.  Prior to Infor, he
was the President and Chief Executive of enterprise software
provider Lawson Software and helped lead Lawson's merger with Infor
in 2012.  Mr. Scholl has also held various leadership roles at
Oracle Corporation.

Susan L. Spradley is a Partner in the Tap Growth Group, a senior
executive consulting firm focused on helping new ventures and
Fortune 500 companies drive growth.  Previously, Ms. Spradley
served in multiple senior executive roles at Viavi Solutions
(formerly JDSU Corporation).  She also serves as a Director on the
Board of Qorvo, a publicly-traded global provider of radiofrequency
systems and semiconductor technologies.

Stanley J. Sutula III is the Executive Vice President and Chief
Financial Officer of Pitney Bowes, a publicly-traded
business-to-business provider of equipment, software and services.
Prior to Pitney Bowes, Mr. Sutula held the roles of Vice President
and Controller and also Vice President and Treasurer at IBM.

Scott D. Vogel is the Managing Member of Vogel Partners LLC, a
private investment firm.  Mr. Vogel also serves as a Director on
the public company Boards of Arch Coal, Key Energy Services and
Bonanza Creek Energy.  Previously, Mr. Vogel was a Managing
Director at Davidson Kempner Capital Management from 2002 to 2016.

William D. Watkins was most recently Chairman and Chief Executive
Officer of Imergy Power Systems, a privately held energy storage
solutions company.  He also serves as a Director on the Boards of
FLEX LTD., an electronics design manufacturer, and Maxim Integrated
Products, a manufacturer of linear and mixed-signal integrated
circuits.  Earlier in his career he served as Chief Executive
Officer and Director of Seagate Technology from 2004-2009.

"These highly accomplished executives have knowledge and experience
highly relevant to the markets in which we compete," said Mr.
Chirico.  "In addition, their strong and diverse mix of business
skills and industry insights will help position Avaya for long-term
success as a public company and grow shareholder value. I look
forward to drawing on their expertise upon emergence."

The current Board of Directors is expected to remain in place until
the new Board assumes its responsibilities upon emergence from
chapter 11.  A hearing to consider confirmation of Avaya's Second
Amended Plan by the U.S. Bankruptcy Court for the Southern District
of New York is scheduled to commence on November 28, 2017.

                         About Avaya Inc.

Avaya Inc. is a multinational company that provides communications
products and services, including, telephone communications,
internet telephony, wireless data communications, real-time video
collaboration, contact centers, and customer relationship software
to companies of various sizes.

The Avaya Enterprise serves over 200,000 customers, consisting of
multinational enterprises, small- and medium-sized businesses, and
911 services as well as government organizations operating in a
diverse range of industries.  It has approximately 9,700 employees
worldwide as of Dec. 31, 2016.

Avaya Inc. and 17 of its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089)
on Jan. 19, 2017.  The petitions were signed by Eric S. Koza, CFA,
chief restructuring officer.

Judge Stuart M. Bernstein presides over the cases.

The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Centerview Partners LLC as investment banker; Zolfo Cooper LLC as
restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG
LLP as tax and accountancy advisor; and The Siegfried Group, LLP,
as financial services consultant.  Prime Clerk LLC is their claims
and noticing agent.

On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors.  Morrison & Foerster is
the creditors committee's counsel.

On April 13, 2017, the Debtors filed their joint Chapter 11 plan of
reorganization.

Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as
advisors to an ad hoc group -- Ad Hoc Crossholder Group --
comprised of holders of the Company's (i) 33.98% of the $3.235
billion total amount outstanding under loans issued pursuant to a
Third Amended and Restated Credit Agreement, amended and restated
as of December 12, 2012 (the "Prepetition Cash Flow Term Loans");
(ii) 28.38% of the $1.009 billion total principal amount
outstanding under notes issued pursuant to an indenture for the
7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes");
(iii) 12.82% of the $290 million total principal amount outstanding
under notes issued pursuant to an indenture for 9.00% Senior
Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70%
of the $1.384 billion total amount outstanding under notes issued
pursuant to an indenture for 10.5% Senior Secured Notes Due 2021
(the "Second Lien Notes"); and (v) 24% of the $725 million
outstanding under loans issued under the Debtors'
debtor-in-possession financing (the "DIP Facility") pursuant to a
Superpriority Secured Debtor-In-Possession Credit Agreement, dated
as of Jan. 24, 2017.


B. LANE INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: B. Lane, Inc.
             d/b/a Fashion to Figure
             The Mill at Jersey Gardens
             651 Kapkowski Rpad, #1446
             Elizabeth, NJ 07201

Type of Business: B. Lane, Inc., d/b/a Fashion to Figure operates
                  as a retailer of plus size fashion apparel for
                  women.  The company sells dresses, denim,
                  jumpsuits & rompers, accessories, tops, bottoms,

                  and jackets with store locations in Connecticut,

                  Delaware, Georgia, Maryland, Massachusetts, New
                  Jersey, and New York.  

                  Web site: https://www.fashiontofigure.com/

Chapter 11 Petition Date: November 13, 2017

Debtor affiliates that filed Chapter 11 bankruptcy petitions:

       Debtor                                Case No.
       ------                                --------
       B. Lane, Inc.                         17-32958
       FTF NJ LLC                            17-32961
       FTF CT LLC                            17-32962
       FTF DE LLC                            17-32964
       FTF GA LLC                            17-32965
       FTF MA LLC                            17-32968
       FTF MD LLC                            17-32969

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. John K. Sherwood

Debtors' Counsel: Kenneth A. Rosen, Esq.
                  LOWENSTEIN SANDLER LLP
                  One Lowenstein Drive
                  Roseland, NJ 07068
                  Tel: 973-597-2500
                  Fax: 973-597-2400
                  Email: krosen@lowenstein.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Kaplan, chief executive
officer.

A full-text copy of B. Lane, Inc.'s petition is available for free
at http://bankrupt.com/misc/njb17-32958.pdf

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Trac Fashion                          Trade Debt        $507,394
1100 S. San Pedro St. ‐ Unit N‐09
Los Angeles, CA 90015
Sang Kim, Fashion & People,
Inc. d/b/a TRAC
2019 E. 48th Street
Vernon, CA 90058
Tel: (323) 588‐0300
Fax: (323) 588‐0315
Email: sangkim@tracfashion.com

Haute Fox, Inc.                       Trade Debt        $430,756
800 E. 12th St., Ste 119
Los Angeles, CA 90021
Lisa Song
Haute Fox, Inc.
800 E. 12th St., Ste 119
Los Angeles, CA 90021
Tel: (213) 493‐4200
Email: lisa@hautefox.com

Alexander's Kings Plaza LLC              Lease          $406,277
401 Wilshire Blvd., Suite 700
Santa Monica, CA 90401
Macerich
Tel: (310) 394‐6000
Email: kingsplazaar@Macerich.com

Fashion Queen Mania                     Trade Debt       $371,909
800 E. 12th St. #402
Los Angeles, CA 90021
Jenna Park  
Tel: (213) 788‐7310
Email: jenna102702@hotmail.com

Cameo                                   Trade Debt       $231,799
Email: fashioncameo@hotmail.com

Zenobia                                 Trade Debt       $226,477
Email: zenobiafs@gmail.com

HUI Garment Exports Co. Ltd.            Trade Debt       $202,974  

Email: zack@sixdegreesfashion.com.au

Main Street Loungewear                  Trade Debt       $192,696
Email: shalom_mizrahi@msn.com

Mai Tai (Soprano Wear)                  Trade Debt       $185,450
Email: peter@sopranowear.com

Jalate                                  Trade Debt       $180,495
Email: dennis@jalate.com

Capacity LLC                             Services        $180,005
Email: jkaiden@capacityllc.com

Aptos                                   Trade Debt       $175,618
Email: fdilonardo@aptos.com

American Express Corporate Card         Trade Debt       $151,553
Email: Michael.D.Diamond@aexp.com

Squeem                                  Trade Debt       $148,667
Email: thiago.pasos@squeem.com

Janette Plus                            Trade Debt       $147,656
Email: lucy@janetteplus.com

Cherry Hill Mall                          Lease          $139,471
Email: machionj@preit.com

Green Acres Mall LLC                      Lease          $134,088
Email: greenacresar@Macerich.com

Braintree Property Association            Lease          $133,744
Email: pwilliams@simon.com

Annapolis Mall LP                         Lease          $130,673
Email: mchapina@westfield.com

A3 Apparel                              Trade Debt       $129,788
Email: Peter@a3apparel.com

Wheaton Plaza Regional                    Lease          $121,264
Shopping Center LLP
Email: mchapina@westfield.com

Pro Series Apparel                      Trade Debt       $120,064
Email: CGagliardi@manhattaninc.com

The Connecticut Post Limited            Trade Debt       $119,548
Partnership
Email: ar@centennialrec.com

Charles Mall Company Limited              Lease          $111,889
Partnership
Email: pwilliams@simon.com

Mayflower Square One, LLC                 Lease           $96,399
Email: pwilliams@simon.com

Lawrence Associates                       Lease           $94,629
Email: pwilliams@simon.com

Bowie Mall Company, LLC                   Lease           $93,026
Email: wayne.mills@washingtonprime.com

Town Center at Cobb, LLC                  Lease           $92,779
Email: pwilliams@simon.com

88 International Inc.                  Trade Debt         $81,544
Email: DenimGuy2000@aol.com

Arundel Mills, LP                         Lease           $80,921
Email: pwilliams@simon.com


BAMBI HERRERA-EDWARDS: Bound by 5% Management Fee
-------------------------------------------------
In the appeals case captioned BAMBI ALICIA HERRERA-EDWARDS,
Appellant, v. BERNARD EDWARDS COMPANY, LLC and JESS S. MORGAN &
CO., INC., Appellees, Case No. 8:17-cv-328-T-36 (M.D. Fla.),
District Judge Charlene Edwards Honeywell affirmed the bankruptcy
court's findings of facts, conclusions of law, and final judgment;
and affirmed its order denying Edwards' motion for a new trial.

After the death of her husband, Edwards began receiving substantial
income from his music copyrights pursuant to the terms of a 1997
settlement agreement. By 2012, Edwards' financial difficulties
prompted her to file a Chapter 11 bankruptcy petition. Apparently
no longer satisfied with the terms of her settlement, Edwards
attempted to re-write its terms in bankruptcy court by (1)
acquiring administration rights to the copyrights, (2) obtaining a
share of her late husband's royalty income, and (3) eliminating a
perpetual 5% management fee. After a six-day trial, the bankruptcy
court held that the 1997 settlement agreement was controlling as
written and denied Edwards' claims.

Edwards' first issue on appeal challenges the bankruptcy court's
denial of her motion to reject the Co-Publishing Agreement. In her
motion to reject, Edwards argued that rejecting the executory
portions of the Co-Publishing Agreement--most critically, the grant
of the exclusive right to administer the copyrights--would allow
her to receive an advance that could be used to pay her creditors
more expeditiously.

The bankruptcy court denied the motion, holding that Edwards could
not reject the Co-Publishing Agreement in order to obtain
administration rights because she never held administration rights
in the first place. In reaching this decision, the bankruptcy court
observed that rejection would not allow Edwards to avoid a right
that had already vested in another party, nor would it allow the
court to re-write or invalidate portions of the Settlement
Agreement, which was a related and binding agreement. Because the
Settlement Agreement expressly provided that Edwards had no
administration rights, and because the copyright assignments
expressly conveyed administration rights to the six trusts, and
then to BEC, the bankruptcy court held that rejection could not be
used to vary the parties' legal status.

On appeal, Edwards asserts that the bankruptcy court never reached
the merits of the rejection issue--by which Edwards appears to mean
that the bankruptcy court never addressed whether rejection would
benefit the estate.

Upon review, the Court finds that the bankruptcy court correctly
held that a motion to reject may not be used to alter the parties'
substantive rights and liabilities. The Court, therefore, affirms
the bankruptcy court's denial of the motion to reject.

Edwards' second issue on appeal challenges the bankruptcy court's
holding that she is not entitled to a portion of Mr. Edwards'
artist and producer royalties.

In rejecting that claim, the bankruptcy court relied on the
Settlement Agreement, which gave Edwards "a 37-1/2 percent
participation in the income stream from the copyrights owned" by
the estate. As the bankruptcy court accurately observed, the
Settlement Agreement does not give Edwards any royalty income; it
only gives her a share of the copyright income. The bankruptcy
court concluded that "copyright" is a "well-understood term" that
does not include income from sources other than the compositions
themselves. In support, the bankruptcy court cited the testimony of
both copyright experts.

Rejecting Edwards' arguments, the Court affirms the bankruptcy
court's decision that Edwards' 37.5% interest in the income stream
from the copyrights does not include any income from artist and
producer royalties. The Court, therefore, need not address the
parties' remaining arguments regarding the statute of limitations.

In her final issue on appeal, Edwards argues that the bankruptcy
court erred by finding that Jess S. Morgan & Co., Inc. is entitled
to collect a 5% fee and that JSM holds a valid 5% lien on the
copyright income.

Edwards raises two weak challenges on appeal and she cites no fact
in the record to support her assertion, and she, therefore, fails
to demonstrate error. Based on the foregoing, the Court affirms the
bankruptcy court's decision that Edwards is bound by the 5% fee and
that JSM's 5% lien is valid.

The Clerk is directed to close this case and the three-member
cases, 8:17-cv-331-CEH, 8:17-cv-330-CEH, 8:17-cv-329-CEH.

A full-text copy of Judge Honeywell’s Opinion and Order dated
Nov. 1, 2017, is available at https://is.gd/FQpKKf from
Leagle.com.

Bambi Alicia Herrera-Edwards, Appellant, represented by Adam Lawton
Alpert, Bush Ross, PA.

Bambi Alicia Herrera-Edwards, Appellant, represented by Bryan D.
Hull, Bush Ross --  bhull@bushross.com -- PA, Jeffrey Wayne Warren
-- jwarren@bushross.com -- Bush Ross, PA & Lauren B. Rehm, --
lrehm@bushross.com -- Bush Ross, PA.

Bernard Edwards Company, LLC, Appellee, represented by Andrew V.
Layden -- alayden@bakerlaw.com -- Baker & Hostetler, LLP, Brandon
Thomas Crossland -- bcrossland@bakerlaw.com -- Baker & Hostetler,
LLP, Jimmy D. Parrish -- jparrish@bakerlaw.com -- Baker &
Hostetler, LLP, Tiffany Deborah Payne -- tpaynegeyer@bakerlaw.com
-- Baker & Hostetler, LLP & Wendy Cramer Townsend --
wtownsend@bakerlaw.com -- Baker & Hostetler, LLP.

Jess S. Morgan & Co., Inc., Appellee, represented by Andrew V.
Layden, Baker & Hostetler, LLP, Brandon Thomas Crossland, Baker &
Hostetler, LLP, Jimmy D. Parrish, Baker & Hostetler, LLP, Tiffany
Deborah Payne, Baker & Hostetler, LLP & Wendy Cramer Townsend,
Baker & Hostetler, LLP.


BARTON FOOD: Taps Barron & Newburger as Legal Counsel
-----------------------------------------------------
Barton Food Mart, Inc. has filed an amended application seeking
approval from the U.S. Bankruptcy Court for the Western District of
Texas to hire Barron & Newburger, P.C. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.

Barbara Barron, Esq., and Stephen Sather, Esq., the attorneys who
will be handling the case, will each charge an hourly fee of $495.
The hourly rates for other attorneys at the firm range from $175 to
$475.  Support staff charge between $40 and $100 per hour.

Barron & Newburger received a retainer from the Debtor in the sum
of $10,000.

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

Barron & Newburger can be reached through:

     Stephen W. Sather
     Barron & Newburger, PC
     7320 N. Mopac Expy., Suite. 400
     Austin, TX 78731
     Phone: 512-476-9103
     Fax: 512-279-0310

                      About Barton Food Mart

Based in Austin, Texas, Barton Food Mart, Inc. filed a Chapter 11
petition (Bankr. W.D. Tex. Case No. 17-10963) on August 2, 2017.
Imtiyaz Dhuka, president, signed the petition.  The Debtor
estimated less than $1 million in both assets and liabilities.

Stephen W. Sather, Esq., at Barron & Newburger, P.C. represents the
Debtor as counsel.  The Debtor hired Gammon Law Office, PLLC as
special counsel.


BASSETT BUILDING: Seeks Approval to Hire Bookkeeper
---------------------------------------------------
Bassett Building, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire a bookkeeper.

The Debtor proposes to employ Irma Ochoa to prepare its payroll tax
forms and monthly operating reports, and pay the bookkeeper an
hourly fee of $600 for her services.

Ms. Ochoa disclosed in a court filing that she is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

                   About Bassett Building Inc.

Bassett Building Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-14358) on November
2, 2017.  At the time of the filing, the Debtor disclosed that it
had estimated assets and liabilities of less than $500,000.  Judge
Catherine E. Bauer presides over the case.  Totaro & Shanahan
represents the Debtor as legal counsel.


BCP RAPTOR: Loan Repricing Neutral to Credit Profile, Fitch Says
----------------------------------------------------------------
BCP Raptor, LLC, doing business as EagleClaw Midstream Ventures,
LLC is proposing to reprice its $1.25 billion senior secured term
loan due 2024 and $100 million super senior secured revolver due
2022. Fitch Ratings believes the repricing to be neutral to BCP's
credit profile and that it should modestly lower interest expense
and improve coverage metrics.

BCP Raptor's ratings reflect, in part, Fitch's expectation for
volume growth across BCP Raptor's Delaware Basin gathering and
processing system leading to profitability growth, and reasonable
deleveraging through 2019. This volume ramp is currently supported
by 17 active rigs currently operating across BCP Raptor dedicated
acreage, and expectations for continued production growth from
acreage-dedicated counterparties. Volume growth in the third
quarter of 2017 (3Q17) has been slower than expected due in part to
the effects of Hurricane Harvey and a lag in completions across
drilled wells on EagleClaw acreage.

Growth has recently ramped up considerably while rig activity
across BCP's acreage remains robust and Fitch continues to believe
that BCP Raptor should significantly delever through 2019, with
expected 2019 leverage (debt/EBITDA) between 4.5x-5.0x.
Nevertheless, Fitch is concerned that any further slowdown in
volume growth could be deleterious to BCP's credit profile and will
be looking to 2018 growth rates to make sure volumes are on track
to lower the high initial leverage that BCP possesses. Fitch
currently expects December 2017 exit-rate volumes around 300,000
Mcf/d. Should volume growth continue to significantly lag
expectations or see further delays Fitch would likely take negative
rating action.

Additional concerns include the heavy competitive risks given the
low barriers to entry into the gathering and processing space and
significant competing midstream infrastructure nearby BCP Raptor's
operating territory. BCP Raptor's currently limited size and scale,
customer concentration risk, and the potential for commodity price
weakness to weigh on BCP Raptor's revenues, which while largely
fixed, do have some commodity price exposure.

Fitch currently rates BCP Raptor:

BCP Raptor, LLC
-- Long-Term Issuer Default Rating 'BB-';
-- Senior secured term loan 'BB'/'RR2'.

The Rating Outlook is Stable.

The 'BB'/'RR2' rating for the senior secured term loan reflects the
superior recovery prospects for the term loan in case of default.
The 'RR2' reflects expectations for recovery of around 71%-90% of
current principal and related interest.


BHUIYAN CAB: Taps Jacqueline A. St. John as Legal Counsel
---------------------------------------------------------
Bhuiyan Cab Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire the Law Office of
Jacqueline A. St. John as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.

St. John will charge an hourly fee of $250 for its services.  The
firm received an initial retainer of $4,283, plus $1,717 for the
filing fees.

Jacqueline St. John, Esq., disclosed in a court filing that she is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Jacqueline A. St. John, Esq.
     Law Office of Jacqueline A. St. John
     6300 Riverdale Avenue, 2nd floor
     Bronx, NY 10471
     Tel: 646 305-8766
     Fax: 646 356-6905
     Email: Jacqueline@jstjohn.net

                     About Bhuiyan Cab Corp.

Bhuiyan Cab Corp. is a privately-held New York Corporation and is a
taxicab medallion car service.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 17-44693) on September 11, 2017.
Mahadi Bhuiyan, its president, signed the petition.

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


BLACK IRON: Taps Rocky Mountain Advisory as Financial Consultant
----------------------------------------------------------------
Black Iron, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Utah to hire Rocky Mountain Advisory LLC as its
financial consultant.

The firm will provide services related to (i) asset valuation
issues; (ii) claims and causes of action in adversary proceedings
17-2088 and 17-2094, including allegations by Wells Fargo Rail of a
fraudulent transfer involving the Debtor's purchase of the Iron
Mountain Mine in May 2015; (iii) financial restructuring; and (iv)
plan of reorganization options and feasibility.

The firm's hourly rates are:

     Gil Miller                         $385
     David Bateman                      $270
     Other Professional Staff     $80 - $270

Gil Miller, a certified public accountant, disclosed in a court
filing that his firm has no connection with or interest in the
Debtor or any of its creditors.

RMA can be reached through:

     Gil A. Miller
     Rocky Mountain Advisory LLC
     15 South State Street, Suite 550
     Salt Lake City, UT 84111
     Phone: 801-428-1600 / 801-428-1602
     Fax: 801-428-1610  
     Email: gmiller@rockymountainadvisory.com

                      About Black Iron LLC

Black Iron, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017.
Steve L. Gilbert, its manager, signed the petition. At the time of
the filing, the Debtor estimated its assets and debts at $1 million
to $10 million.

Judge William T. Thurman presides over the case.

The Debtor is represented by Adelaide Maudsley, Esq. and Ralph R.
Mabey, Esq. at Kirton McConkie P.C. The Debtor tapped Hires Gary
Thorup, Esq. at Durham Jones to serve as its special litigation
counsel; WSRP, LLC as its accountant; and Alysen Tarrant as its
environmental consultant.


BLEACHER CREATURES: Files Chapter 11 Plan of Liquidation
--------------------------------------------------------
Bleacher Creatures, LLC filed with the U.S. Bankruptcy Court for
the District of Pennsylvania a disclosure statement describing its
small business plan of liquidation dated Nov. 3, 2017.

Class 5, general unsecured creditors, is impaired under the plan.
Each holder of a Class 5 General Unsecured Claim will be paid an
estimated range of not less than 3.1 cents on the dollar and not
more than 7.6 cents, in cash, on or before the Effective Date of
the Plan, or the date on which such claim is allowed by a final
non-appealable order.

Payments and distributions under the Plan will be funded by the
Debtor's cash on hand as of the Effective Date, plus 50% of the
proceeds of the liquidation of the Debtor's accounts receivable
purchased by the Buyer.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/paeb17-13162-140.pdf

                About Bleacher Creatures

Bleacher Creatures, LLC -- https://www.bleachercreatures.com/ --
produces a variety of children's toys and fan enthusiast products
through partnerships with professional sports leagues and
entertainment companies.  Bleacher Creatures are true-to-life plush
figures of the greatest athletes and entertainment icons, allowing
young fans (those who are young at heart) to put their passion in
play.

Bleacher Creatures sought Chapter 11 protection (Bankr. E.D. Pa.
Case No. 17-13162) on May 2, 2017.  Matthew S. Hoffman, president,
signed the petition.

The Debtor disclosed assets at $1.57 million and liabilities at
$1.88 million as of March 31, 2017.

Judge Jean K. FitzSimon is assigned to the case.

The Debtor tapped Michael Jason Barrie, Esq., at Benesch
Friedlander Coplan & Arnoff LLP, as counsel.  The Debtor engaged
Gregory Weinberg of GMW Organization, LLC ("GMW") as its investment
banker.


BNOIS SPINKA: Presidential Bank to be Paid $1.5MM Under Plan
------------------------------------------------------------
Bnois Spinka filed with the U.S. Bankruptcy Court for the Eastern
District of New York an eighth amended disclosure statement, dated
Oct. 24, 2017, explaining its plan of reorganization.

The Plan contemplates that the Debtor's schools will continue to
operate based on the reduced mortgage expenditures to Presidential
Bank expected to be paid under the Plan as a result of a
compromise. The will must arrange to make the payments necessary
under the Plan from the payments due under the lease to be signed
between the Debtor and Cong. Khal Zichron Shmiel Zvi D'Krula
regarding the Debtor's Fallsburg premises.

Class 1 under the plan consists of Presidential Bank's Allowed
Claim. The Bank filed a proof of claim in the amount of
$4,260,017.82 on Oct. 16, 2015. The Bank filed an amended proof of
claim in the amount of $4,789,137.33 on March 29, 2016.
Presidential Bank asserts that this claim continues to accrue
interest and other charges post Confirmation including interest and
significant attorneys' fees. Pursuant to Order of this Court, the
parties attended mediation related to the competing proposed plans
filed by the Debtor and Presidential Bank, respectively, and
certain disputes with Presidential Bank, the holder of a secured
claim, by the Committee and the Debtor. During the course of that
Mediation, a settlement was reached providing for the allowance and
payment of Presidential Bank's secured claim. Subject to certain
conditions precedent, the secured claim of Presidential Bank will
be fixed at $4,250,000 and not subject to challenge in this
bankruptcy case or any other subsequent proceeding and further
conditioned on other milestones.

The claim will be treated and paid as follows under the Plan: (i)
cash payment to Presidential Bank in the amount of $1,500,000 on or
before the Effective Date of the Plan; (ii) execution and delivery
of two secured promissory notes by the Debtor to Presidential Bank
as follows: (a) Note "A" in the amount of $2,000,000 payable over
four years at 5% interest amortized over 30 years ($10,736.00 per
month) and (b) Note "B" in the amount of $750,000 payable over four
years at 6.5% interest amortized over 30 years with such interest
to be recapitalized into principal. Note "B" will be forgiven if:
(i) no defaults occur under the Loan Documents or Plan and (ii)
Presidential Bank is paid in full under Note "A" at maturity. The
agreed provisions will govern all of the Loan Documents.

The Debtor will have obtained the necessary funds for Confirmation
from operations of the Debtor and third-party funds. The third
party funds aggregating $1,500,000 are being advanced by
congregants and donors in an effort to assist the Debtor in the
confirmation of its Plan. These sums will not be payable back to
these congregants and donors until Presidential Bank is paid in
full. The Debtor will produce substantiation for these donations
and that such donations will be forthcoming on or prior to
Confirmation.

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

     http://bankrupt.com/misc/nyeb1-15-43251-473.pdf

                      About Bnois Spinka

Bnois Spinka was formed as a corporation pursuant to Article 10 of
the Religious Corporation law of the State of New York.  The Debtor
asserts that it owns, among other property, real property known as
(i) 123-127 Wallabout Street, Brooklyn, New York, (ii) 5405 State
Route 42, Fallsburg, New York, in Sullivan County, and (iii) 795
Kent Avenue, Brooklyn, New York.  Cornell Realty disputes the
Debtor's ownership of the Kent Property.  Cornell Realty asserts
that it owns the Kent Property.  At the Real Property, the Debtor
asserts that it owns and operates religious institutions, like
synagogues and schools for its members.  At the Wallabout Property,
the Debtor operates a school for girls and asserts that its
affiliate, Congregation Khal Zichron Shmiel Zvi D'Krula operates a
synagogue at the Wallabout Property.  The Fallsburg Property
consists of a summer camp that the Debtor asserts is operated by an
affiliate of the Debtor, namely Yeshiva Nachlas Tzvi D'Krula.  The
Debtor operates a school for boys at the Kent Property.

Bnois Spinka filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 15-43251) on July 16, 2015.

The Debtor is represented by Leo Fox, Esq., who has an office in
New York.


BOMBARDIER INC: Fitch Affirms 'B' LT Issue Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed Bombardier Inc.'s (BBD) Long-Term Issuer
Default Rating (IDR) at 'B' and long-term debt and bank facility
ratings at 'B'/'RR4'. The Rating Outlook is Negative.  

KEY RATING DRIVERS

The ratings for BBD consider the company's high leverage, risks
related to the C Series, low industry demand for business jets,
limited financial flexibility, weak but improving operating
performance and competitive conditions in Bombardier
Transportation's (BT) rail equipment business. The Negative Outlook
reflects concerns about the timing of a return to positive FCF, the
risk of insufficient liquidity in the event of large working
capital requirements or weak operating results, BBD's long-term
competitiveness in its rail business, and concerns about trade
risks including the possible impact of tariffs on the C Series.

Fitch expects FCF to be approximately negative $1 billion in 2017
including the negative impact of spending for the C Series and
Global 7000 business jet. Fitch believes FCF could be negative in
2018 but at a substantially improved level compared to 2017 due to
higher revenue in both the aerospace and transportation businesses
and a decline in capital spending toward sustainable levels. BBD
continues to target consolidated breakeven FCF in 2018 and
breakeven cash flow for the C Series in 2020. Fitch views these
goals as challenging but they could be achieved if margins and
working capital performance are stronger than assumed by Fitch and
if the C Series production ramp is executed successfully despite a
recent set-back in the delivery schedule. Significant cash usage
during aircraft development programs is typical in Fitch's
aerospace ratings portfolio, but has a higher level of relevancy to
BBD's credit profile given the company's high debt levels and
steady debt maturities starting in 2019.

BBD reduced its delivery forecast to 20-22 C Series aircraft in
2017 compared to at least 30 as originally planned due to slow
engine deliveries by Pratt & Whitney (P&W) associated with
durability issues on the engines. Fitch believes the delay does not
significantly alter long-term prospects for the C Series program,
and that the impact on liquidity will be largely offset by supplier
advances from P&W. BBD has maintained its production schedule but
estimates deliveries in 2018 will be slightly below its original
plan of 45-55 aircraft.

Trade pressures represent a meaningful risk for the C Series
program. The U.S. Department of Commerce (DOC) recently made a
preliminary ruling that the C Series would incur a 300% tariff on
sales to U.S. customers. Subsequently, BBD and Airbus reached an
agreement under which Airbus would acquire a 50.01% stake in the C
Series, which could potentially allow sales to U.S. customers to
proceed without incurring the tariff. The transaction is expected
to close in the second half of 2018 (2H18). In Fitch's view, the
effect of the Airbus agreement on tariffs is uncertain until the
U.S. International Trade Commission makes a final determination,
expected in early 2018; in addition, the Airbus agreement may not
address other aspects of the trade disputes with Brazil and the
U.S.

Airbus's participation in the C Series program does not remove
execution risk in ramping up C Series production although it could
boost the value of the C Series based on Airbus' procurement,
marketing, and customer support capabilities, all of which could
combine to make the aircraft more attractive to airlines and
aircraft lessors. Concerns about a lack of material orders since
2Q16 was reduced when BBD announced in early November a letter of
intent with a European customer, with a firm order for 31 aircraft,
expected to be concluded by the end of 2017.

Fitch expects revenue in 2017 will be roughly flat as growth in the
transportation segment offsets lower deliveries of business jets
and commercial aircraft. Industry demand for business jets, which
are core to BBD's long-term performance, remains weak with limited
upside in 2018. The impact on BBD's results is offset by improving
orders and revenue in the transportation business. Margins in the
transportation and business aircraft segments have been better than
Fitch's original estimates, reflecting benefits from restructuring
in transportation and a higher mix of large, higher-margin business
aircraft.

Successful implementation of two restructuring programs launched
during 2016 could address BBD's relatively low margins, which
continue to be a credit concern. BBD incurred $215 million of
restructuring expense in 2016 and plans to incur $250 million-$300
million of charges in 2017, including $218 million in the first
nine months. Restructuring is intended to reduce BBD's workforce by
14,500 employees, or roughly 20% of BBD's total headcount, between
2016 and 2018, with workforce reductions concentrated at BT and
Aerostructures. BBD estimates annual cost savings will reach $500
million-$600 million by the end of 2018.

Rating concerns include competitive pressure in each of BBD's
segments, the risk of C Series cancellations, high leverage, and
the pension deficit. Fitch believes a meaningful decline in
leverage over the long term will be difficult to achieve without
successful execution by BBD in a number of areas, most of which
appear to be on track with the company's plans. These areas include
a successful ramp of C Series production, timely entry into service
of the Global 7000 business jet, higher margins at BT, and a clear
plan to address the reduction of earnings and cash flow associated
with third-party interests in BT and the C Series. These stakes
reduce BBD's share of long-term earnings in the businesses and
could make it difficult for BBD to reduce leverage over the long
term.

Rating concerns are mitigated by BBD's diversification,
well-established market positions in its business jet, commercial
turboprop, and rail transportation businesses; progress toward
building higher margins; and adequate liquidity in the near term.
In addition, the C Series appears to be meeting or exceeding
performance targets with initial airline customers.

DERIVATION SUMMARY

BBD has well-established positions in its key aerospace and
transportation markets. There is significant competition in all of
BBD's markets, and several competitors are larger or generate
higher margins, putting BBD at a disadvantage with respect to
funding new programs in the aerospace business and supporting
working capital at BT. Following the pending transaction between
Siemens AG (A/Stable) and Alstom SA, BT will be the third largest
competitor in the rail equipment sector that is expected to see
further consolidation. In aerospace, BBD has a smaller presence
than Embraer S.A. (BBB-/Stable) in the regional jet market and
generates lower revenue and margins than Gulfstream (a subsidiary
of General Dynamics Corporation [A/Stable]) in business jets.
Boeing and Airbus are competitors at the large end of the market
served by the C Series and are much larger and strongly
capitalized.
BBD's credit profile is weaker than most of its peers due to
significant investment in the C Series well above the company's
original estimates, and has resulted in high debt and leverage,
negative FCF and pressure on liquidity. BBD's sale of partial
interests in its aerospace and transportation businesses that were
used to improve liquidity could constrain its ability to realize
benefits from any future improvement in operating and financial
performance.

KEY ASSUMPTIONS

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

-- FCF in 2017 will be near negative $1 billion and improves but
    remains negative in 2018. Fitch estimates FCF could reach
    breakeven or higher in 2019 if BBD executes effectively on the

    C Series and Global 7000 programs;

-- Airbus acquires 50.01% of the C Series program in 2H18;

-- If a final ruling by the U.S. International Trade Commission
    confirms large tariffs on C Series sales to U.S. customers,
    BBD receives sufficient orders from international customers to

    at least break even on the program over the long term;

-- Business jet deliveries in 2017 decline to 135 aircraft
    compared to 163 in 2016 and are stable in 2018 before the
    Global 7000 begins to ramp up;

-- C Series deliveries in 2017 total 20-22 aircraft, below
    Fitch's previous expectation of at least 30; deliveries in
    2018 increase to at least 40 aircraft;

-- The commercial aircraft segment experiences losses through
    2019 due to production losses on the C Series;

-- Development spending begins to decline in 2018 due to entry
    into service for the Global 7000 in the last half of the year;

-- BT generates higher revenues and margins in 2017 and modest
    improvements in 2018 due to order growth and restructuring.
    Over the longer term, BT's performance could be pressured by a

    high level of competition associated with industry
    consolidation.

Recovery analysis
-- The analysis for BBD reflects Fitch's expectation that the
    enterprise value of the company, and recovery rates for
    creditors, would be maximized as a going concern rather than
    through liquidation. Fitch has assumed a 10% administrative
    claim.

-- Going-concern EBITDA includes the business jet and
    aerostructures segments at low-to-mid cycle levels in 2017.
    EBITDA of $450 million-$500 million after eliminations is
    approximately steady compared to 2016 but does not include
    expected long-term benefits from the C Series and Global 7000.

    Fitch does not include an estimate for regional aircraft,
    which Fitch believes contribute relatively little to overall
    profitability.

-- An EBITDA multiple of 6x is used to calculate a post-
    reorganization valuation, below the 6.4x median for the
    industrial and manufacturing sector. The multiple incorporates

    weak demand in the business jet market and risks related to
    entry into service of the Global 7000, and uncertainty as to
    volumes in the aerostructures segment related to the C Series.

-- In a distress scenario Fitch assumes BT is separated from BBD
    and excluded from bankruptcy, as BT is relatively independent
    of BBD's aerospace business. Fitch uses a value of $3.5
    billion for BBD's 70% interest in BT based on Caisse de depot
    et placement du Quebec's purchase of a 30% interest for $1.5
    billion in 2016. The value is reduced by one-third to reflect
    typical execution risk related to ongoing restructuring and
    uncertainty as to the long-term impact of industry
    consolidation. BT is consistently profitable, generates
    positive FCF and has a limited amount of outstanding debt,
    although its use of factoring and forfaiting is substantial.

-- Fitch does not include a value for the C Series program due to

    negative cash flow expected for several years, uncertainty
    about the ultimate level of customer demand, and the
    undetermined impact of trade risks.

-- Fitch assumes BBD's revolver is fully drawn.

-- The recovery model produces a Recovery Rating of 'RR4' for
    unsecured debt and bank credit facilities, reflecting average
    recovery prospects (31%-50%) in a distress scenario. The 'RR6'

    for preferred stock reflects a low priority position relative
    to BBD's debt.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
a downgrade of BBD's ratings include:

-- Negative FCF does not improve significantly in 2018 and is
    expected to remain negative beyond 2018, contributing to
    increased concerns about liquidity;

-- Year-end cash balances decline below $2 billion before there
    is a clear path to reach positive FCF;

-- In the event of large U.S. tariffs, the negative impact on C
    Series sales is not offset by the addition of new
    international customers;

-- The C Series program is unable to achieve breakeven cash flow
    by 2020 due to low orders or high production costs;

-- BT becomes less competitive over time due to industry
    consolidation;

-- Weak industry demand for business jets and regional aircraft
    lead to further production cuts;

-- Operating margins deteriorate from current levels.

Future developments that may, individually or collectively, lead to
a Stable Rating Outlook include:
-- FCF improves and appears likely to reach breakeven in 2018 and

    become solidly positive thereafter;

-- Steady improvements in segment operating margins, excluding
   the expected negative impact of C Series production;

-- Airbus' participation in the C Series program leads to
    increased orders and profitability following the program ramp-
    up;

-- Order rates for business and regional aircraft support high
    customer advances and improved FCF;

-- Consistently lower leverage, including debt/EBITDA below 6.0x.

LIQUIDITY

BBD's liquidity at Sept. 30, 2017 included cash of $1.8 billion
plus nearly $1 billion of availability under bank facilities. A
$400 million bank revolver that matures in 2020 is available to BBD
and BA. BT has a separate EUR640 million ($753 million) revolver
that matures in 2020 under which EUR150 million ($177 million) was
outstanding. BA and BT also have letter of credit facilities that
are used to support performance risk and secure advance payments
from customers.

BBD's bank facilities contain various covenants including minimum
liquidity, a minimum fixed-charge ratio, maximum gross debt and
minimum EBITDA, all excluding BT. Covenants in BT's bank facilities
include minimum liquidity, minimum equity, and a maximum
debt/EBITDA ratio, all calculated for BT on a stand-alone basis.
Minimum required liquidity at the end of each quarter is between
$750 million-$850 million for the BBD facility depending on the
EBITDA to fixed charges ratio, and EUR600 million at BT. BBD does
not publicly disclose required levels for other covenants. Fitch
estimates the lowest levels of covenant compliance typically occur
in the middle of the year, instead of at year-end, because of BBD's
cash flow profile. Financial covenants were all met as of Sept. 30,
2017, but Fitch believes there is a risk that weaker than expected
operating results or an increase in debt could result in
noncompliance.

In addition to the two committed bank facilities, BBD has other
facilities including bilateral agreements and bilateral facilities
with banks and insurance companies. BA uses committed sale and
leaseback facilities (no outstandings at Sept. 30, 2017) to help
finance its trade-in inventory of used business aircraft. In
addition, BT uses off-balance-sheet non-recourse factoring
facilities in Europe ($1.1 billion outstanding at Sept. 30, 2017)
and forfaiting arrangements with third party advance providers
($568 million at Sept. 30, 2017) in exchange for rights to customer
payments on long-term contracts at BT.

Scheduled maturities of long-term debt through 2021 total
approximately $3.8 billion and include approximately $600 million
due in 2019, $850 million due in 2020 and $2.3 billion due in 2021.
There are no long-term debt maturities in 2018.

BBD makes significant pension contributions which it estimates will
total $263 million in 2017 compared to $273 million in 2016. Net
pension liabilities totaled $2.2 billion at the end of 2016,
including $1.5 billion at funded plans.

FULL LIST OF RATING ACTIONS

Fitch has affirmed BBD's ratings:

-- IDR at 'B';
-- Senior unsecured bank revolver at 'B'/'RR4';
-- Senior unsecured debt at 'B'/'RR4'.
-- Preferred stock at 'CCC+'/'RR6'.

The Rating Outlook is Negative.

BBD's debt at Sept. 30, 2017 as calculated by Fitch totalled
approximately $10.8 billion.


BOWLING GREEN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Lead Debtor: Bowling Green Health Facilities, L.P.
             dba Bowling Green Nursing and
             Rehabilitation Center
             5420 W. Plano Parkway, Suite 210
             Plano, TX 75093

Type of Business: Bowling Green Nursing and Rehabilitation
                  Center is a nursing home in Bowling Green,
                  Kentucky.  It is a small facility with 66
                  beds and has for-profit, corporate
                  ownership.  Bowling Green Nursing and
                  Rehabilitation Center is not part of a
                  continuing care retirement community.  It
                  participates in Medicare and Medicaid.

                  http://www.bowlinggreennursing.com/

Chapter 11 Petition Date: November 13, 2017

Debtor affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                     Case No.
     ------                                     --------
     Bowling Green Health Facilities, L.P.      17-44641
     Preferred Care Inc.                        17-44642
     Brandenburg Health Facilities, L.P.        17-44644
     Cadiz Health Facilities, L.P.              17-44645
     Campbellsville Health Facilities, L.P.     17-44646
     Elizabethtown Health Facilities, L.P.      17-44647
     Elsmere Health Facilities, L.P.            17-44648
     Fordsville Health Facilities, L.P.         17-44649
     Franklin Health Facilities, L.P.           17-44650
     Hardinsburg Health Facilities, L.P.        17-44651
     Henderson Health Facilities, L.P.          17-44652
     Irvine Health Facilities, L.P.             17-44653
     Morganfield Health Facilities, L.P.        17-44654
     Owensboro Health Facilities, L.P.          17-44655
     Paducah Health Facilities, L.P.            17-44656
     Pembroke Health Facilities, L.P.           17-44657
     Artesia Health Facilities, L.P.            17-44659
     Richmond Health Facilities - Kenwood, L.P. 17-44660
     Richmond Health Facilities - Madison, L.P. 17-44661
     Bloomfield Health Facilities, L.P.         17-44662
     Salyersville Health Facilities, L.P.       17-44663
     Clayton Health Facilities, L.P.            17-44664
     Somerset Health Facilities, L.P.           17-44665
     Springfield Health Facilities, L.P.        17-44666
     Desert Springs Health Facilities, L.P.     17-44667
     Stanton Health Facilities, L.P.            17-44669
     Espanola Health Facilities, L.P.           17-44670
     Gallup Health Facilities, L.P.             17-44671
     Lordsburg Health Facilities, L.P.          17-44673
     Pinnacle Health Facilities XXXIII, L.P.    17-44674
     Raton Health Facilities, L.P.              17-44675
     SF Health Facilities, L.P.                 17-44676
     SF Health Facilities-Casa Real, L.P.       17-44677
     Silver City Health Facilities, L.P.        17-44678

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

Judge: Hon. Russell F. Nelms

Debtors' Counsel: Stephen A. McCartin, Esq.
                  GARDERE WYNNE SEWELL LLP
                  2021 McKinney Avenue, Ste. 1600
                  Dallas, TX 75201
                  Tel: (214) 999-4945
                  Fax: (214) 999-3945
                  E-mail: smccartin@gardere.com

                       - and -

                  Mark C. Moore, Esq.
                  GARDERE WYNNE SEWELL LLP
                  2021 McKinney Avenue, Ste. 1600
                  Dallas, TX 75201
                  Tel: (214) 999-4150
                  Fax: (214) 999-3150
                  E-mail: mmoore@gardere.com

Bowling Green's
Estimated Assets: $1 million to $10 million

Bowling Green's
Estimated Liabilities: $1 million to $10 million

The petitions were signed by Robert J. Riek, manager of general
partner.

Debtor Bowling Green did not file a list of its 20 largest
unsecured creditors together with the petition.

A full-text copy of Bowling Green's petition is available for free
at http://bankrupt.com/misc/txnb17-44641.pdf


BOWMAN DAIRY: Ferguson Buying New Castle Property for $119K
-----------------------------------------------------------
Bowman Dairy Farms, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Indiana to authorize the private sale of real
property located at 659 S. Wilbur Wright Rd., in Liberty Township,
Henry County, New Castle, Indiana, and more particularly described
as PT E1/2 SE1/4 15-17-11 approximately 3.04 acres, to Heather M.
Ferguson for $119,000.

A hearing on the Motion is set for Dec. 4, 2017 at 2:30 p.m. (PET).
The objection deadline is Nov. 30, 2017.

On the Petition Date, the Debtor was the sole owner of the Real
Estate.  The Real Estate is encumbered by recorded mortgage in
favor of Beacon Credit Union dated Dec. 23, 2014.  The Mortgage was
recorded on Dec. 24, 2014, in the Office of the Recorder of Henry
County, Indiana as Instrument No. 201407185.  The Real Estate is
not necessary to the reorganization of the Debtor.

On Oct. 31, 2017, the Debtor entered into the Purchase Agreement
for the sale of the Real Estate to the Purchaser, subject to Court
approval, via private sale for $119,000.  The Purchaser has already
deposited the Purchase Price with the Debtor as a good faith
deposit.  The Purchase Agreement provides for the sale of the Real
Estate, free and clear of all liens, encumbrances, claims, and
interests.  It also provides that real estate taxes that have
accrued for 2017 and are due and payable in 2018 will be prorated
as of the date immediately prior to the date of closing.

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

           http://bankrupt.com/misc/Bowman_Dairy_69_Sales.pdf

The Debtor proposes to disburse from the sale proceeds, first to
pay the costs and expenses of the sale, including the commission
owed to Lingle Real Estate; second to pay all real estate taxes and
assessments outstanding and unpaid at the time of the sale; and
third to pay the balance of the net sale proceeds to the lien
holders to the determined extent, validity and priority as existed
against the property.

The Debtor asks the Court to waive the 14-day stay provided under
Fed. R. Bankr. P. 6004(h) and that the Order approving the Motion
be effective immediately upon entry to allow the Debtor to timely
and expeditiously consummate the proposed transaction.

Beacon can be reached at:

          BEACON CREDIT UNION
          1405 West Market Street, Ste. A
          P.O. Box 736
          Rushville, IN 46173

                     About Bowman Dairy Farms

Bowman Dairy Farms LLC is a family-owned, member-managed Indiana
limited liability company that operates a grain and dairy farm
located at 2270 North County Road 900 East, Hagerstown, Indiana
47346.  The member units in the Debtor are owned 50% by Trent
Bowman and 50% by Bennie Bowman.  It owns approximately 1400 acres,
two commercial dairying operations, and cash leases approximately
2,000 acres.  It also owns and leases equipment and machinery for
its operations.  It also has a small milk hauling operation that
hauls the milk produced by the two commercial dairies.  The company
has a small cattle feeding operation, where it primarily feeds out
some of the bull calves from the dairies.  Most of its cattle
feeding operation was closed out in early 2017.

Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 17-06475) on Aug. 27, 2017. The petition was signed by
Trent N. Bowman, member.  At the time of filing, the Debtor
estimated assets and liabilities at $10 million to $50 million.

The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker
Daniels LLP.


BP CHANEY: Seeks to Expand Scope of Mitchell Law Firm Services
--------------------------------------------------------------
BP Chaney, LLC filed with the U.S. Bankruptcy Court for the
Northern District of Texas an amended application to clarify and
expand the scope of services of The Mitchell Law Firm, L.P.

In its application, the company disclosed that in addition to core
bankruptcy services, the firm will provide legal services with
respect to a state court litigation with unsecured creditor Maxus
Healthcare Partners; state court litigation involving alleged
creditor Doug Lopachin; and any adversary case involving the
company, Texas RHH LLC and Misty Chaney Brady, the company's sole
member.

BP Chaney also disclosed that Sarah Cox, Esq., Jeffery Veteto,
Esq., and McRae Cleveland, Esq., at Mitchell Law Firm may also
provide legal services.

The firm will be paid $225 per hour for the services of its
associates and $325 per hour for partners.  The hourly rates for
paralegals and legal assistants range from $75 to $95.  Effective
January 1, 2018, the rate for partners will be increased to $375
per hour.

                      About BP Chaney LLC

BP Chaney, LLC is a small business debtor as defined in 11 U.S.C.
Section 101(51D).  It is affiliated with Texas RHH LLC, which filed
for bankruptcy protection (Bankr. N.D. Tex. Case No. 17-43385) on
August 21, 2017.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 17-42793) on July 3, 2017.  The
petition was signed by Misty Brady, sole member who also filed
Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41120) on March
20, 2017.

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

Judge Mark X. Mullin presides over the case.  The Debtor hired The
Mitchell Law Firm, LP as bankruptcy counsel; Jackson, Lee, O'Neill,
Smith & Barrow LLP as special counsel; and Dunn & Dill CPAs, LLC as
accountant.


C SWANK ENTERPRISES: PACCAR Objects to Amended Disclosure
---------------------------------------------------------
PACCAR Financial Corp., a secured creditor, files with the U.S.
Bankruptcy Court for the Western District of Pennsylvania an
amended objection to C Swank Enterprises, LLC's Amended Chapter 11
Disclosure Statement.

PACCAR Financial asserts that Amended Disclosure Statement is
inadequate and should not be approved because, among other things:

      (1) The Debtor's owners -- the Swanks -- are retaining their
equity interests in Debtor without providing appropriate "new
value" other than their continued services, for which they are
being compensated. PACCAR Financial complains that the Swanks are
effectively asking the creditors to recapitalize their company at
the creditor's expense and hazard. Further they are receiving a
salary that might increase despite an effective "default."

      (2) The Debtor is providing benefit to Royal Flush, Inc. --
another Chapter 11 Debtor owned by the Swanks -- at the expense of
the Debtor's creditors, including PACCAR Financial, by reducing the
amount paid to the creditors.

      (3) The Debtor is seeking a release of the Swanks' personal
guaranty obligations to PACCAR Financial and possibly others,
without an asserted justification for such a personal benefit.
PACCAR Financial argues that the Debtor offers no consideration to
the creditors, nor is there any explanation of how such releases
are necessary and essential to reorganization -- especially since
the guarantors will be paid a salary by the Reorganized Debtor.
Further, there does not appear to be any "new value" being
contributed to the reorganized debtor in exchange for their
continued equity interest. Such a release effectively places the
burden of success on PACCAR Financial and other creditors, rather
than the equity owners.

      (4) The obligations of Debtor to Royal Flush are not being
discharged or time barred. The Disclosure Statement does not make
plain that this arrangement provides owners of Royal Flush -- which
has the same owners of C Swank -- another opportunity to collect
from business operations while having modified, that is, reduced,
the obligations to PACCAR Financial and others by being released
from their personal guaranties.

      (5) First National Bank is being treated an oversecured
creditor and permitted post-petition interest and attorneys' fees.
First National Bank is not releasing guarantors as other creditors
are expected to do, without explanation for this different
treatment among secured creditors.

      (6) The Disclosure Statement inaccurately notes the PACCAR
Financial claim to be $583,705.76 when, in fact, it is at least
$635,987.98. The Debtor's calculations ignore/omit PACCAR Proof of
Claim No. 2. Moreover, PACCAR Financial has an interest in 6, not
14, vehicles as asserted in the Disclosure Statement.

      (7) PACCAR Financial complains that the delay between
confirmation and the first plan payment, which is 60 days, is too
expansive with no explanation. The Material Default provisions
essentially give the Debtor 90 days of free unenforceable default
that can be effectively utilized over and over without limit. The
Plan has creditors giving the Debtor 90 days free credit.

      (8) There is no "default" if any retained vehicle is damaged,
retained by a repairman, subjected to a common law lien, or for any
other reason returned the secured creditor, all to the detriment of
PACCAR Financial or other secured creditors. PACCAR Financial
asserts that any surrender or impairment of collateral should be a
default triggering enforcement of postponed personal obligations.

      (9) There is no prohibition of "subleasing" trucks as
contained in the purchase/collateral agreements.

      (10) The Debtor seeks to consolidate all PACCAR Financial
debts into one "Modified secured claim" evidenced by one
Modification Agreement, without explanation of its consequences.

      (11) PACCAR Financial also objects to a reduction of interest
rates to 5% as all loans are fully collateralized.

PACCAR Financial complains that the Debtor has repeatedly failed to
produce either a satisfactory Plan or Disclosure Statement,
primarily as a result of the improper insistence upon a release of
the Swanks from any deficiency liability and expansive default
terms, all the while running the business with minimal adequate
protection payments, thus delaying recovery by creditors.

                  About C Swank Enterprises

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

Judge Carlota M. Bohm presides over the case.

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

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


CALIFORNIA RESOURCES: Loan Increase No Impact on Moody's Caa1 CFR
-----------------------------------------------------------------
Moody's Investors Service said that the $300 million increase in
California Resources Corp's proposed secured term loan due 2022 to
$1.3 billion does not impact the company's Caa1 Corporate Family
Rating (CFR), B2 (LGD2) rating on its proposed term loan due 2022
and other ratings. The outlook remains stable.

California Resources Corporation, headquartered in Los Angeles, is
an independent, exploration and production company with operations
exclusively in California.


CAPITOL STATION 65: Plan Confirmation Hearing Continued to Feb. 7
-----------------------------------------------------------------
The Hon. Christopher D. Jaime of the U.S. Bankruptcy Court for the
Eastern District of California has entered an order approving the
Disclosure Statement for the Second Amended Chapter 11 Plan of
Reorganization filed by Capitol Station 65, LLC, Capitol Station
Member, LLC, Capitol station Holdings, LLC, and Township Nine
Owners, LLC.

The hearing on confirmation of the Plan -- currently scheduled to
commence on December 7, 2017 -- is continued to February 7, 2018 at
9:30 a.m. and will continue on February 8 and 9.

The Status Conference is continued to December 7, 2017 at 9:30 a.m.
The Court sets the following dates, deadlines and procedures with
respect to Plan Confirmation:

     (a) Ballots must be returned to the Debtors' counsel so as to
be actually received by November 30, 2017.

     (b) Disclosure of experts, and expert reports for purposes of
the Confirmation Hearing will be served no later than December 29,
2017.

     (c) The deadline for disclosure of rebuttal experts and
reports will be January 12, 2018.

     (d) The deadline by which the Debtors will file and serve
their memorandum in support of confirmation of the Plan will be
January 12, 2018;

     (e) The deadline by which the Debtors must file and serve the
Plan Ballot Summary will be January 12, 2018;

     (f) Plan Objection Deadline will be on January 19, 2018;

     (g) Discovery cut-off for the Confirmation Hearing will be
January 26, 2018;

     (h) The deadline by which the Debtors or any other
party-in-interest may file and serve its reply memorandum in
support of Confirmation will be January 26, 2018.

Subject to entry of an order confirming the Plan, interest on the
Debtors' obligation to Township Nine Avenue, LLC during the period
between December 8, 2017 through February 7, 2018 will accrue at
the rate set forth in the Plan.

The Plan has been modified to incorporate the agreement between the
Debtors and the Official Committee of Unsecured Creditors set forth
on the record at the hearing concerning the treatment of Class 1(a)
claims, the reduction of the proposed overhead cost reimbursement
to First Capital Real Estate Trust, Inc., and the clarification
that Class 2 creditors will be deemed to waive any claim in excess
of $2,500.

Likewise, the Debtors are required to file and serve a supplement
to the Disclosure Statement no later than November 7, 2017 to
address issues related to: (1) whether or not substantive
consolidation is warranted in these cases, and if so, how will the
Plan provide for the same, as well as its impact on the creditors
and voting, and (2) whether the Court can retain jurisdiction to
order sales of assets free and clear of liens in circumstances
where, under the Plan, property will revert in the Reorganized
Debtors on the Effective Date.

The Court has also continued the final hearing on the Debtors' DIP
Financing Motion for final approval to December 7, 2017 at 9:30
a.m. The Debtors' exclusivity period is also extended until
February 9, 2018.

Under the Plan, Class 1(a) Unsecured Non-Priority Claims (excluding
assumed contracts) totaling $1,571,157, will be paid in full at
6.5% interest within an estimated 16 months after the Effective
Date. The repayment period may be shorter if the Court approves use
of DIP loan to pay Class 1(a) claims, or out of proceeds of
unencumbered assets.

Class 1(b) Unsecured Non-Priority Claims, approximately $385,421,
in which a claimholder is a designated recipient of Grant Funds,
will be paid with Grant Funds that have been earmarked to pay these
claims. To the extent any claim is not paid in full out of the
Grant Funds, the balance of any remaining Claim will be paid as
provided for in the Plan.

Class 2 Unsecured Claims of less than $2,500 will be paid in full
on Effective Date. The Plan provides that the total Class 2
unsecured claims totaled $16,680.

A full-text copy of the Debtor's Disclosure Statement for Second
Amended Joint Plan of Reorganization, dated October 17, 2017, is
available for free at https://is.gd/pwu1rA

Counsel for the Debtor:

            Gregory C. Nuti, Esq.
            Kevin W. Coleman, Esq.
            Nuti Hart LLP
            411 30th Street, Suite 408
            Oakland, CA 94609

Office of the U.S. Trustee can be reached through:

            Allen C. Massey, Esq.
            Trial Attorney
            Office of the U.S. Trustee
            501 I Street, Suite 7-500
            Sacramento, CA 95814

Counsel for the Official Creditors' Committee:

            Donald W. Fitzgerald, Esq.
            Felderstein Fitzgerald Willoughby & Pascuzzi LLP
            400 Capitol Mall, Suite 1750
            Sacramento, CA 95814-4434

                  About Capitol Station 65 LLC

Capitol Station 65 LLC, Capitol Station Holdings LLC, Capitol
Station Member LLC, and Township Nine Owners LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case Nos.
17-23627 to 17-23630) on May 30, 2017.  Suneet Singal, its chief
executive officer, signed the petitions.

At the time of the filing, the Debtors estimated their assets at
$50 million to $100 million and debts at $10 million to $50
million.

Judge Christopher D. Jaime presides over the cases.  Nuti Hart LLP
is the Debtors' legal counsel.

On July 20, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee hired
Felderstein Fitzgerald Willoughby & Pascuzzi LLP, as counsel.

On August 28, 2017, the Debtors filed a disclosure statement, which
explains their proposed joint Chapter 11 plan of reorganization.


CARL SAYERS: Selling All Danbury Real Properties at Auction
-----------------------------------------------------------
Carl R. Sayers, doing business as Danbury Top Soil Co., and Suzanne
Sayers ask the U.S. Bankruptcy Court for the District of
Connecticut to authorize bidding procedures in connection with the
sale of substantially all properties in Danbury, Connecticut: (i)
7,9,13 Miry Brook Road aka Sugar Hollow Road; (ii) 25 Miry Brook
Road (Carl Sayers owns a 75% interest, but has been advised by his
son Carl Sayers II, that he will consent to the sale by the
Debtors' provided Carl Sayers II receives 25% of the net proceeds);
(iii) 38 Miry Brook Road; and (iv) 15 Miry Brook Road, at auction.

On May 9, 2017 the Court granted the retention of Keller Williams
Realty ("KW"), in connection with the marketing of the property
located at 7, 9 and 13 Miry Brook Road, commonly known as 33 and 37
Sugar Hollow Road, Danbury, Connecticut for sale with an exclusive
listing at the rate of 5% of the gross sale price of the Property.
On June 29, 2017, the Debtors filed a supplemental application to
expand the retention of KW to include the marketing of additional
properties located at 15 Miry Brook Road, 25 Miry Brook Road and 38
Miry Brook Road, Danbury, Connecticut.  

After marketing these properties without success, the Debtors have
determined that it is in the best interests of their estate to
pursue a sale of all or substantially all of its assets via an
auction sale.  The Debtors believe that it is in the best interests
of their estate and creditors to pursue the sale.  They believe
that conducting an auction would maximize the value for their
estate.

The Debtors' Properties will be sold in the following order: (i)
7,9,13 Miry Brook Road aka Sugar Hollow Road; (ii) 25 Miry Brook
Road (Carl Sayers owns a 75% interest, but has been advised by his
son Carl Sayers II, that he will consent to the sale by the
Debtors' provided Carl Sayers II receives 25% of the net proceeds);
(iii) 38 Miry Brook Road; and (iv) 15 Miry Brook Road.

Subject to the provisions, an auctioneer intends to conduct an
auction sale of these properties serially in the order set forth
above free and clear of all liens and interests before Dec. 31,
2017 with closings to be conducted by Jan. 31, 2018.  The proposed
auctioneer is Aaron Posnik & Sons, Inc.

If the Debtors are unable to reach an agreement with to the secured
creditors with liens on a particular property and the highest bid
at Auction for a particular Property is insufficient to satisfy the
secured claims, costs of sale, the broker or auctioneer's
commissions and expenses, and certain other administrative
expenses, then the Debtors' seek authority to not accept a proposed
bid for subsequent Court approval.

In addition, as the auction would be staggered so that each
property is sold separately and in series in the order set forth,
if the total proceeds achieved after each sale is sufficient to
satisfy all allowed claims and administrative claim in the case,
the Debtors would have the right to cancel all subsequent sales of
any remaining properties.

After the sales are concluded, the Court could then dismiss,
convert the case if there are insufficient proceeds to fund a plan,
or if there are funds available for distribution to creditors,
dismiss with a payment to all creditors holding allowed claims
following the appropriate priority scheme of the Bankruptcy Code or
an amendment to the plan and disclosure statement and allow the
Debtors to proceed to confirmation.

The Properties are presently subject to these liens:

     a. 7,9,13 Miry Brook Road aka Sugar Hollow Road:

          i. Mortgage to Newell Funding LLC ($1,700,000 - blanket
lien believed to have been paid off but not released - release is
being sought);

         ii. Department of Revenue Services Sales Tax Lien ($8,192
- blanket lien believed to be paid off per DRS but not released);

        iii. Mortgage to Ready Cap Lending ($2,110,443 as of
10/13/17 plus attorneys' fee and cost);

         iv. Tax Liens City of Danbury ($381,527 as of 10/12/17)

     b. 25 Miry Brook Road:

          i. Mortgage to Newtown Savings Bank ($253,184 as of
10/06/17)

         ii. Tax Liens City of Danbury ($1,036 as of 11/01/17)

        iii. Water Liens City of Danbury ($2,610 as of 10/11/17)

     c. 38 Miry Brook Road:

          i. Mortgage to Newell Funding LLC ($1,700,000 - blanket
lien believed to have been paid off but not released - release is
being sought);

         ii. Mortgage to Deutsche Bank National Trust Co., As
successor for Soundview Home Loan Trust 2005-OPT4, Asset - Backed
Certificates, Series 2005 OPT 4 (314,205 as of 11/3/17);
         
        iii. Tax Liens City of Danbury ($1,018 as of 11/01/017)

     d. 15 Miry Brook Road:
         
          i. Mortgage to Newell Funding LLC ($1,700,000 - blanket
lien believed to have been paid off but not released - release is
being sought);

         ii. Department of Revenue Services Sales Tax Lien ($8,192
- blanket lien believed to be paid off per DRS but not released);

        iii. Tax Liens City of Danbury ($97,029 as of 10/12/17).

The salient terms of the Bidding Procedures are:

     a. The auctioneer will conduct the auction and pre-qualify the
bidders.  

     b. The Potential Bidder acknowledges that the real estate is
being sold "as is, where is" without any representations or
warranties, and free and clear of liens, claims, encumbrances, and
interests.

     c. Deposit: $25,000

     d. The Auction will take place no later than Dec. 31, 2107.

     e. Sale Hearing: The Debtor has requested that the Sale
Hearing take place no later than seven business days following the
Auction, at the Bankruptcy Court in New Haven, CT.

     f. Sale Objection Deadline: Objections, if any, to the Sale
would be then required to be filed no later than one business day
before the hearing by 4:00 p.m. (ET).

A hearing to approve the Bidding Procedures and other procedural
aspects concerning the Sale Motion has been previously scheduled by
the Court to be held on Nov. 15, 2017 at 3:00 p.m.

Because the relief requested is essential to prevent continued and
irreparable harm to the Debtors and their estate, and is necessary
to implement the Auction, the Debtors ask the Court to waive the
14-day stay imposed by Bankruptcy Rule 6004(h) to the extent
applicable.

                       About the Sayers

Carl Sayers is an army veteran, having served from 1962 to 1965.
He has since worked in a number of entrepreneurial roles and
presently operates his Danbury Top Soil business, a sole
proprietorship.  Suzanne Sayers had been employed in a number of
jobs and had been working for Danbury Top Soil but is now retired.

Carl R. Sayers and Suzanne Sayers sought Chapter 11 protection
(Bankr. D. Conn. Case No. 15-50870) on June 29, 2015.

Matthew K. Beatman, Esq., at Zeisler & Zeisler, P.C., serves as
counsel to the Debtors.  Keller Williams Realty is the Debtors'
broker.


CASTEX ENERGY: Assignment of Prospect Working Interest to LLOLA OKd
-------------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Castex Energy Partners, LP ("CEP") and
affiliates to assign to LLOLA, L.L.C. in the ordinary course of
business, a portion of CEP's undivided working interest in a
prospect located in Jeanerette Field, Louisiana comprised of leases
and acreage.

The Assignment from CEP to LLOLA is free and clear of the
Interests, with the Interests to remain, be maintained and to
attach as applicable to the interests of CEP in the Contract Area
retained by CEP and as provided under and within the Participation
Agreement in accordance with the Adequate Protection and DIP Order
as the same may be entered as a final order after final hearing.

Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions
of the Order are immediately effective and enforceable upon its
entry, and any stay of the effectiveness of the Order is
abrogated.

                       About Castex Energy

Castex Energy Partners, L.P., is engaged in the exploration,
development, production and acquisition of oil and natural gas
properties located along the southern coasts of Louisiana and Texas
and onshore Louisiana.  CEP is a non-operating working interest
owner in approximately 375 onshore oil and gas leases located in
the State of Louisiana.  There are approximately 300 wells on the
Onshore Leases.  CEP also holds a seismic license and proprietary
interests in certain seismic data, through a subsidiary,
CTS-Castex, LLC, and is owner of fee land interests in Lafourche
Parish, Louisiana, through a subsidiary, Castex Lafourche, LP.

Castex Energy Partners, L.P., along with affiliates Castex
Offshore, Inc., Castex Energy 2005, L.P., Castex Energy II, LLC,
Castex Energy IV, LLC sought Chapter 11 protection (Bankr. S.D.
Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after
reaching terms with lenders of a restructuring plan that would
convert debt into equity.

CEP estimated assets and debt of $100 million to $500 million.

The Hon. Marvin Isgur is the case judge.

The Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings
LLP, as special counse; Alvarez & Marsal North America, LLC, as
restructuring advisor; and Prime Clerk LLC, as noticing and claims
agent.


CENTENNIAL RESOURCE: Moody's Assigns B3 Sr. Regular Bonds Rating
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Centennial
Resource Production, LLC (CRP), including a B2 Corporate Family
Rating (CFR), B2-PD Probability of Default Rating and SGL-2
Speculative Grade Liquidity Rating. Moody's also assigned a B3
rating to the company's new senior unsecured notes. The outlook is
positive.

"Centennial Resource Production's first time B2 rating and positive
outlook reflect expected high growth in production and earnings in
2018 on the back of the on-going investment and development of the
recently boosted reserves," said Elena Nadtotchi, Moody's Vice
President -- Senior Credit Officer.

Centennial Resource Production, LLC is a 94% owned and fully
consolidated subsidiary of Centennial Resource Development, Inc
(CDEV), a NASDAQ listed holding company, and represents
substantially all of CDEV's operations. The B2 Corporate Family
Rating (CFR) is assigned at CRP because it is the main operating
subsidiary, the principal borrower under its bank facility and the
issuer of the new notes.

Issuer: Centennial Resource Production, LLC

Assignments:

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

-- Corporate Family Rating, Assigned B2

-- Probability of Default Rating, Assigned B2-PD

-- Speculative Grade Liquidity Rating, Assigned SGL-2

-- Outlook, Assigned Positive

RATINGS RATIONALE

The B2 CFR considers CRP's substantial acreage and reserves
positions in the prime oil-rich areas of the Delaware Basin, high
growth and strong management team with proven execution track
record and technical knowledge of the basin. CRP aims to rapidly
grow production to around 100 Mboed in 2020 from 35 Mboed reached
in the third quarter. Notwithstanding its high margins and strong
projected growth, CRP's high capex will keep its free cash flow
generation negative in 2018 and 2019. Moody's expects that CRP will
borrow to support the growth. Moody's estimates that CRP should
have low starting leverage at the end of 2017, with RCF/debt at
around 110% pro forma of the issuance of the notes, and should
retain flexibility to fund growth in 2018 and 2019.

Pending the increase in scale, the B2 CFR is constrained by the
modest size of the operations and also factors execution risks
associated with the high growth strategy, high volatility in
earnings due to unhedged exposure to oil prices, as well as the
single basin focus of the Company.

CRP is the issuer of the new senior unsecured notes and the
borrower under $475 million senior secured borrowing base facility.
The B3 rating of the new notes, one notch below the B2 CRP's
Corporate Family Rating, reflects the effective subordination of
the notes to CRP's obligations under the senior secured revolving
bank facility in accordance with Moody's Loss Given Default
methodology. If the proportion of secured debt increases, the notes
could be downgraded to Caa1.

CRP has good liquidity, reflected in its SGL-2 rating. The
liquidity position is supported by its $475 million senior secured
borrowing base facility that matures in October 2019. CRP is
growing rapidly and will be raising the share of the developed
reserves, that in turn should provide an opportunity for future
increases in the borrowing capacity and should limit downside risk
to the committed capacity. The facility has two covenants,
including debt/EBITDA and current ratio, and Moody's expects the
company to be in compliance with the covenants in 2018.

The positive outlook recognizes the company's potential to deliver
rapid growth in production and maintain the strong profitability
momentum to deliver strong capital returns in 2018.

Larger scale and size of CRP's operations will be required to
support an upgrade to the B1 CFR rating, with average daily
production consistently above 50 Mboed. CRP will also need to
extend its track record of delivering strong profitability and
returns, with leveraged full cycle ratio (LFCR) sustained above
1.5x, as well as maintain a strong leverage profile as it delivers
growth in production.

Rising leverage as a result of higher than anticipated negative FCF
generation or debt funded acquisitions, with debt/proved developed
reserves trending above $10/boe, or consistently weak returns
reflected in LFCR trending below 1x would lead to the downgrade of
the B2 rating. The rating of the notes may be downgraded if the
size of the senior secured revolving bank facility is increased.

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

Centennial Resource Production, LLC is a main operating subsidiary
of Centennial Resource Development, Inc. is a publicly-listed
(NASDAQ: CDEV) exploration and production company with operations
in the Delaware Basin in West Texas. Centennial Resource
Development, Inc. is headquartered in Denver, CO.


CENTENNIAL RESOURCE: S&P Assigns 'B+' CCR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its 'B+' corporate credit rating to
Denver, Colo.-based Centennial Resource Production LLC. The outlook
is stable.

S&P said, "At the same time, we assigned our 'BB-' issue rating
(one notch above the corporate credit rating) to Centennial's
proposed $350 million senior unsecured notes due 2026. The recovery
rating is '2', indicating our expectation of substantial (70% to
90%; rounded estimate: 85%) recovery in the event of a payment
default.

"Our rating on Centennial Resource Production LLC reflects the
company's participation in the cyclical and capital-intensive oil
and gas exploration and production (E&P) industry, its relatively
small proven reserve and production base, lack of geographic
diversity, short track record and control by a financial sponsor.
These factors are offset by asset concentration in the prolific,
oil-rich Permian Basin, above-average profitability forecast based
on its competitive cost structure and high proportion of oil in
overall production, and currently low debt leverage. We expect
Centennial to increase overall production by more than 30% in 2018
as it develops its recently acquired assets. While we forecast the
company will largely outspend cash flow over the next couple of
years, we expect leverage to remain low due to growing EBITDA and
cash flows.

"The stable outlook reflects our expectation that Centennial will
continue to grow its reserves and production while maintaining
FFO/debt above 45% and debt/EBITDA below 2x.

"We could lower the rating if we expected FFO/debt to fall below
20% or debt/EBITDA to exceed 4x with no near-term remedy, or if
liquidity deteriorated. This would most likely occur if commodity
prices were to significantly weaken, the company did not meet our
oil production growth expectations, or due to a leveraging
transaction.

"An upgrade would be possible if we reassessed Centennial's
financial policy, or if the company continued to improve the scale
of its reserves and production to levels more consistent with 'BB-'
rated peers (including increasing the content of its proved
developed reserves), while maintaining adequate liquidity and
FFO/debt above 20%."


CITRIX SYSTEMS: Moody's Rates New Sr. Unsecured Bonds 'Ba1'
-----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Citrix Systems,
Inc.'s proposed senior unsecured notes. The proceeds of the notes
will be used to repurchase stock. The company's Ba1 Corporate
Family Rating and stable ratings outlook were not affected.

RATINGS RATIONALE

The Ba1 Corporate Family Rating reflects Citrix's leading market
positions in several segments of the virtualization, mobile
application and network infrastructure markets and stability and
scale of free cash flow generation, tempered by the evolving
technology landscape and the company's share buyback and
acquisition appetite. Citrix is a leading player in the desktop and
application virtualization markets but growth is slowing due to the
evolution in approaches to virtualization and application delivery
as well as competitive pressures. Citrix is also a strong number
two player in the application delivery controller (ADC) market.
Growth in the ADC market is slowing as more applications are
delivered via the cloud.

While Citrix generates strong levels of free cash flow, share buy
backs and acquisitions could well exceed domestic cash generation
and overseas cash flow is not available without incurring
significant tax costs. Inclusive of this debt issuance and buyback,
Citrix has spent over $4 billion on buybacks since 2012 and over
$1.2 billion on acquisitions. As a result of buyback and
acquisition appetite, leverage could approach 3.5x, though Moody's
expect cash and liquid investment levels will also remain robust.
Activist investor, Elliot Management owns an interest in Citrix and
has had board representation since 2015.

The stable ratings outlook reflects the expectation of modest
growth in revenues and cash flow with occasional increases in debt
to fund buybacks and acquisitions. The ratings could be upgraded if
Citrix continues to grow its business and demonstrates an extended
track record of conservative financial policies under the current
management team. The ratings could face downward pressure if
performance were to deteriorate materially or leverage was expected
to exceed 4x on other than a temporary basis.

Liquidity is very good, as evidenced by the SGL-1 speculative grade
liquidity rating, based on strong levels of cash and investments,
expectations of annual free cash flow in excess of $850 million
over the next 12 to 18 months and a largely undrawn $250 million
revolving credit facility. As of September 30, 2017, Citrix had
$1.5 billion of cash and short term investments and $1.05 billion
of liquid high quality long term investments. The company's 0.5%
$1.4 billion (face value) convertible notes are due in April 2019.

The following ratings were assigned:

Assignments:

Issuer: Citrix Systems, Inc.

-- Senior Unsecured Regular Bond/Debenture, Assigned Ba1

The principal methodology used in these ratings was Software
Industry published in December 2015.

Citrix Systems, Inc. ("Citrix") is a global provider of
virtualization, mobile application and network infrastructure
software. The company built its position through internally
developed products and acquisitions. The company had revenues of
$2.7 billion in fiscal 2016 pro forma for the GoTo spinoff.


CJ MICHEL INDUSTRIAL: Ch. 11 Trustee Sought Due to Fraud Charges
----------------------------------------------------------------
The United States Trustee filed a motion asking the U.S. Bankruptcy
Court for the Eastern District of Kentucky to appoint a trustee or
examiner in the case of CJ Michel Industrial Services, LLC.

On August 10, 2017, CJ Michel Industrial Services, LLC filed a
voluntary petition for relief under chapter 11 of the United States
Bankruptcy Code. The debtor remains in possession. Clarence J.
Michel, Jr. is the debtor's designated representative and sole
owner.

The US Trustee believes that cause is present to appoint a trustee.
He contends that Michel's past bank fraud convictions, continuing
fraudulent activity relating to JR Payroll Solutions and ALR
Staffing Services, and purposefully fraudulent statements made to
the Merchant Creditors, show that Michel is not capable of acting
in a truthful manner with his creditors or this Court and is not
qualified to operate as a fiduciary for the Louisiana Debtor
Entity's creditors, requiring the appointment of a trustee.

While that U.S. Trustee strongly believes that Michel has engaged
in fraud in the current case, fraud is not required before a court
may find "cause" under section 1104(a), as a trustee may be
appointed based on the debtor-in-possession's failure to "inform
[itself] of all material information reasonably available" before
making business decisions.

In the current case, Michel has completely failed to distinguish
between the Louisiana Debtor Entity, Kentucky Entity, and the
Florida Entity. All of the companies use the same bank accounts,
maintain a single general ledger, have the exact same legal name,
the exact same address, and the same ownership. In fact, when the
Chapter 11 case was filed, Michel was incapable of explaining the
differences between the companies to his bankruptcy counsel,
resulting in numerous inaccurate filings with this Court.

In sum, Michel's total lack of knowledge regarding his business
activates illustrates, at best, gross mismanagement and
incompetence, and at worst, actual fraud.

In the alternative, if the Court determines that a trustee is not
warranted, an examiner should be appointed under section 1104(c).
In this case, the appointment of an examiner is in the best
interests of creditors.

The examiner would be able to evaluate Michel's fraudulent conduct
and his incompetence and mismanagement of the CJ Michel Entities.
Finally, the Louisiana Debtor Entity, in its schedules filed on
August 31, lists a $1,000,000 shortfall of assets to meet its
liabilities. The examiner would be able to evaluate Michel's
ownership withdrawals to determine what amounts are recoverable by
the bankruptcy estate as fraudulent or preferential transfers. If
the Court does not appoint an examiner, it is unlikely that the
Louisiana Debtor Entity will take any actions against Michel, its
sole owner, and designated representative. The examiner would also
be able to discover Michel's use of over $4.5 million in cash over
the past twenty months. In sum, the benefits conferred onto the
bankruptcy estate by an examiner far outweigh any associated
costs.

A full-text copy of the UST's Motion is available at:

     http://bankrupt.com/misc/kyeb17-51611-76.pdf

           About CJ Michel Industrial Services

CJ Michel Industrial Services, LLC, has provided staffing and/or
contracting services for customers in the construction and
industrial sector for over 20 years.  Services are not limited to
the electrical trade but include OSHA certified, trade licensed and
fully insured low-E, data/communications service technicians,
pipefitters, welders, iron workers, riggers, millwrights, concrete
tradesmen, and general tradesmen.

CJ Michel Industrial Services began to experience cash flow issues
after it borrowed money from nontraditional lending sources which
were primarily merchant cash advance lenders.  It has been unable
to reach out-of-court workout agreements with these lenders and
seeks a "breathing spell" to reorganize its business under Chapter
11 of the Bankruptcy Code in order to restructure its debts,
reorganize as a going concern, and maximize value for the benefit
of the creditors of its Estate.

CJ Michel Industrial Services, 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.

No trustee or examiner has been appointed in this Chapter 11 case,
and no creditors' committee or other official committee has been
appointed.


COVERIS HOLDINGS: S&P Lowers CCR to 'B-', Outlook Developing
------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Chicago-based Coveris Holdings S.A. to 'B-' from 'B'. S&P's rating
outlook on the company is developing.

S&P said, "In conjunction with the downgrade, we also lowered the
issue-level ratings on the company's senior secured facilities to
'B-' from 'B'. The recovery ratings remain '3' (50%-70%; rounded
estimate: 60%).

"Additionally, we are lowering the issue-level ratings on the
company's senior unsecured facilities to 'CCC+' from 'B-'. The
recovery ratings remain '5' (30%-10%; rounded estimate 20%).

"The downgrade reflects our expectation that Coveris' adjusted debt
to EBITDA will remain around 9x for the rest of 2017 with modest to
little improvement in 2018. Operating trends were weak in the first
half of 2017, primarily driven by rising raw materials prices and
the inability to pass those on to customers, an increasingly
competitive environment, and foreign exchange headwinds. While raw
materials prices and foreign exchange rates may become somewhat
favorable, we believe profitability will remain weak based on
continued challenges around competition and lower than expected
operating margins and volumes.

"The developing outlook reflects our expectation that we can
affirm, lower, or raise our ratings based on the outcomes the
strategic alternatives will have on overall credit quality,
including competitive position and credit metrics.

"We could consider a downgrade if the company's operating
performance continues to weaken, leading to an unsustainable
capital structure, or liquidity narrows due to negative free cash
flow generation. We could also lower the rating if it pursues a
debt-funded dividend distribution or an acquisition keeping
leverage elevated. Specifically, we could lower our ratings if such
a scenario causes the company's debt to EBITDA to remain a
sustained 9x or more without the prospect for a quick recovery.

"We could raise the rating over the next year if the company's
operating performance improves, resulting in leverage improving
toward 6.5x or below on a sustained basis. In addition, we would
consider an upgrade if the company pays down debt significantly,
with potential sources coming from a consummated transaction.  

"We would also require the company to improve its free cash flow
position and proactively take action to improve its capital
structure."


COVINGTON ROUTE: Unsecured Creditors to Recoup 20% Under Plan
-------------------------------------------------------------
Covington Route 300, LLC filed with the U.S. Bankruptcy Court for
the Southern District of New York a disclosure statement in
connection with its chapter 11 plan of reorganization dated Nov. 2,
2017.

Class 4 under the plan consists of the holders of Allowed General
Unsecured Claims. Holders of Class 4 Claims will each receive a
distribution of 20% of its allowed claims from the Plan
Distribution Fund on the Effective Date. The Debtor estimates Class
4 Claims to total approximately $665,000. This class is impaired
under the Plan.

A plan funder will effectuate the Plan Distribution Fund in the
amount of $3,675,000. Prior to the hearing to consider Confirmation
of this Plan, the plan funder will deposit the amount of the
Distribution Fund into escrow with its attorneys.

A copy of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/nysb17-35780-43.pdf

                 About Covington Route 300, LLC

Covington Route 300, LLC, based in New Paltz, NY, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 17-35780) on May 9, 2017. The
Hon. Cecelia G. Morris presides over the case. Lawrence M. Klein,
Esq., at Lawrence M. Klein, Attorney at Law, serves as bankruptcy
counsel.

In its petition, the Debtor estimated $3.5 million in assets and
$7.85 million in liabilities. The petition was signed by Georgina
Tufano, president.

Covington Route 300, LLC, owns a property located at 202 & 204 Iron
Forge New Windsor, New York valued at $3.5 million.


CROSIER COMMUNITY: A34 Buying Phoenix Property for $725K
--------------------------------------------------------
Judge Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota will convene a hearing on Dec. 21, 2017 at
9:00 a.m. to consider The Crosier Community of Phoenix's sale of
the real property located at 2617 E. Campbell Avenue, Phoenix,
Arizona to A34 Real Estate Holdings for $725,000.

The objection deadline is Dec. 15, 2017.

The property consists of three buildings: two residential
structures with a total of 10 studio apartments, and one larger
structure where a full kitchen, offices, and a conference room are
located.  The Debtor holds title to the subject real property in
fee simple.  

It believes the property was constructed in the 1950s or 1960s.

Prior to the Debtor's acquisition, the property was owned by the
Diocese of Phoenix and used for religious purposes.  It purchased
the property from the Diocese in 1984 for $150,000.  Since 1984,
the Debtor has added 4 additional apartments, and expanded the main
structure to include space for a chapel.

The Debtor used the property primarily as a residence for
individual Crosiers.  That changed in 2016, however, when several
Crosiers moved to a new location and the Debtor transitioned the
property into administrative offices in an attempt to downsize and
streamline its operations.  To generate funds for their plan of
reorganization and operations, it determined to sell the property
and move the administrative offices into leased office space, just
as the Crosiers who previously resided there moved into leased
residential space.  Therefore, in 2017, the Debtor obtained a
broker's opinion of value from real estate broker Levrose Real
Estate, LLC.

In its schedules filed on June 15, 2017, the Debtor valued the
property at $1,146,600, which was the value that Levrose had opined
for the property.  At the time the Debtor filed its schedules, it
believed that the broker's opinion of value represented an accurate
estimate of the property's value.

Since the petition date, the Debtor has moved its administrative
offices and the few remaining Crosiers residing at the property to
other locations.  Thus, the property is currently vacant and is no
longer necessary to the Debtor's ongoing operations.

Beginning in June, 2017, Levrose began unofficially marketing the
property to various group home and residential treatment business
associations, via email and phone calls.  It did not generate
sufficient interest, so on July 18, 2017, the Debtor filed an
application to employ Levrose as Broker, which the Court approved
on July 20, 2017.  The property was officially listed for sale at
$1.15 million based on the pre-petition opinion of value.

The Debtor and the Purchaser entered into the Purchase Agreement
dated Oct. 30, 2017.  After the current A34's, initial offer at an
amount below $700,000, the Debtor successfully negotiated the
purchase price up to $725,000.  The Debtor now believes this is the
highest and best offer it can obtain for the property.  Prior to
entering into the Purchase Agreement, the only other offer received
by the Debtor was for $550,000.

The Purchase Agreement is conditioned upon the approval of the
Court.  Additionally, it contains a 37-day diligence period in
which the buyer may rescind the Purchase Agreement for any reason
without penalty.  The diligence period began to run on Oct. 30,
2017, and will expire on Dec. 6, 2017.  A34 has made the $30,000
earnest money deposit required under the Purchase Agreement, which
is fully refundable to A34 until the diligence period has expired.


To the best of the Debtor's knowledge, the property is not subject
to any existing liens or encumbrances, so the entire purchase price
will be remitted to the Debtor to be used as part of its
contribution for a plan of reorganization.

The debtors have entered into a settlement with their insurers,
Twin City Fire Insurance Co. and Hartford Accident and Indemnity
Co.  Pursuant to that settlement, the Debtors have agreed to
contribute a sum certain to a plan of reorganization.  They will be
asking approval of that settlement by separate motion and through
the plan.  It is mentioned only to confirm that the purchase price
of the property will have no impact on the amount of the
contribution to be made by the debtors to a plan.

The Debtor has discussed the relief requested with the committee,
and the committee has no objection to the Motion.

The Debtor asks the Court to waive the stay provision of Bankruptcy
Rule 6004(h).

The Purchaser:

          A34 REAL ESTATE HOLDINGS, LLC
          4848 N. Goldwater Blvd., #2000
          Scottsdale, AZ 85251
          Attn: Angel Herrera, III
          -mail: aherrera@gmail.com

The Purchaser is represented by:

          David R. Cohen, Esq.
          FRAZER, RYAN, GOLDBERG & ARNOLD, LLP
          3101 N. Central Ave., Suite 1600
          Phoenix, AZ 85012
          E-mail: dcohen@frgalaw.com

The Escrow Agent:

          Cathy Criner
          THOMAS TITLE & ESCROW, LLC
          7150 East Camelback Road, Suite 195
          Scottsdale, AZ 85251
          Telephone: (480) 222-1116 ext 2011
          E-mail: ccriner@thomastitle.com

The Debtor:

          Rev. Thomas Enneking, O.S.C.
          THE CROSIER COMMUNITY OF PHOENIX
          717 East Southern Ave.
          Phoenix, AZ 85040
          E-mail: tenneking@crosier.org

Counsel for Debtor:

          Gordon E. Hunt, Esq.
          BISKIND, HUNT & SEMRO, PLC
          8501 N. Scottsdale Rd., Suite 155
          Scottsdale, AZ 85253
          E-mail: gordonh@biskindlaw.com

The Crosier Community of Phoenix is a non-profit corporation.  It
sought Chapter 11 protection (Bankr. D. Minn. Case No. 17-41683) on
June 1, 2017.  On July 20, 2017, the Court appointed Levrose Real
Estate, LLC, as Real Estate Broker for the Debtor.


CRYSTAL ENTERPRISES: Jan. 17 Hearing on 3rd Amended Disclosures
---------------------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland will convene a hearing on Jan. 17, 2018, at
10:30 a.m. to consider approval of Crystal Enterprises, Inc.'s
third amended disclosure statement to accompany its plan of
reorganization filed on Oct. 26, 2017.

Dec. 8, 2017, is fixed as the last day for filing and written
objections to the Third Amended Disclosure Statement.

The Troubled Company Reporter previously reported that Class 5
unsecured creditors under the new plan will recover 45% instead of
the 15% previously proposed. This class will receive approximately
$693,914.95, or 45% of the total unsecured debts, of $1,542,033.23.
Unsecured creditors will be paid 19% beginning on the Plan's
effective date for months 1 - 60 and 26% for months 61-84.

A full-text copy of the Latest Plan dated Oct. 26, 2017, is
available at:

     http://bankrupt.com/misc/mdb16-22565-230.pdf

               About Crystal Enterprises

Crystal Enterprises, Inc. is in the business of operating a food
service company and is located in Glenn Dale, Maryland.

Crystal Enterprises filed a Chapter 11 petition (Bankr. D. Md. Case
No. 16-22565), on Sept. 19, 2016.  The petition was signed by
Sandra Thurman Custis, president.  The case is assigned to Judge
Wendelin I. Lipp.  At the time of filing, the Debtor disclosed
total assets of $114,844 and total liabilities of $3.36 million.  

The Debtor is represented by Rowena Nicole Nelson, Esq., at the Law
Office of Rowena N. Nelson, LLC.

No trustee, examiner or official committees has been appointed.


CYPRESS ASSOCIATES: Unsecureds to Get 100% at 4% Interest in 36 Mos
-------------------------------------------------------------------
Cypress Associates, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of Texas a first amended disclosure statement
with respect to its plan of reorganization dated Nov. 3, 2017.

Under the latest plan, Class 3 general unsecured creditors will be
paid 100% percent of the allowed amount of each Holder's Class 3
Claim plus interest at 4% per annum in cash, in equal monthly
installments over a period of 36 months, with the first payment due
on the Distribution Date.

The previous version of the plan proposed to pay general unsecured
creditors over a period of 60 months.

On the Effective Date, the Newly Reorganized Debtor will execute
all other documents necessary to the implementation of the Plan and
the Order of Confirmation. This will consist of an amendment to the
Partnership Agreement providing for the cancellation of the
existing limited partnership interests in the Debtor and the
issuance of new limited partnership interests in the Newly
Reorganized Debtor and a trust agreement to hold the newly issued
limited partnership interests in the Newly Reorganized Debtor.

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

     http://bankrupt.com/misc/txsb17-30491-83.pdf

                 About Cypress Associates Inc.

Cypress Associates, Inc. owns and operates an insurance brokerage
in Houston, Texas.  It was formed on February 12, 2009.  The Debtor
offers a variety of insurance products including health, life and
well-being policies underwritten by Philadelphia American Life
Insurance Company and New Era Life Insurance Company.  Barry Glenn
is the sole shareholder, officer and director of the Debtor.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Texas Case No. 17-30491) on January 31, 2017.
The petition was signed by Barry Glenn, president.  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.

The case is assigned to Judge Marvin Isgur.  Burger Law Firm
represents the Debtor as bankruptcy counsel.

The Office of the U.S. Trustee on August 16 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Cypress Associates, Inc.


DATA COOLING: Proposes $1.3 Million Private Sale of All Assets
--------------------------------------------------------------
Data Cooling Technologies, LLC ("DCT"), asks the U.S. Bankruptcy
Court for the Northern District of Ohio to authorize the private
sale of substantially all of its assets related to its business of
selling cooling systems for data centers, located in Streetsboro,
Ohio to KyotoCooling North America, LLC ("KCNA") for $1,300,000 in
cash, payable at the closing of the transaction, plus assumption of
the Assumed Liabilities, plus payment of the Cure Costs related to
the Assumed Contracts, plus 50% of the net proceeds of the Nortek
Action, subject to overbid.

Pursuant to the License Agreement dated June 2, 2013, DCT is the
exclusive provider in North America of the KyotoCooling system.
DCT acquired the exclusive North American rights to produce and
sell the KyotoCooling system from KCNA under the License Agreement,
paying $1.55 million in cash plus a stream of quarterly royalty
payments that to date has totaled more than $4.8 million.  Using
the KyotoCooling system, DCT was able to provide water-free,
environmentally friendly cooling for data centers.  With exclusive
rights to a product that competes in a dynamic market in an energy
efficient and environmentally friendly manner, DCT had a promising
business, growing from no revenue from the Data Cooling Business a
few years ago to $58 million in revenue in the first six months of
2017.

Before and after the Petition Date, however, DCT and KCNA have been
involved in significant legal disputes relating to the License
Agreement, including but not limited to allegations of
inappropriate contact with DCT's suppliers, customers, and
potential customers; the alleged prepetition termination of the
License Agreement; and other claims by the parties involving
violation or breaches of the License Agreement.  All of the
foregoing contributed to DCT's filing for chapter 11 bankruptcy
protection.

On Oct. 12, 2017, KCNA filed an adversary proceeding against DCT in
the Court, captioned KyotoCooling North America, LLC v. Data
Cooling Technologies LLC, Case No. 17-5072, seeking a declaratory
judgment that the License Agreement had been terminated.  DCT
disputes the claims in the Declaratory Judgment Action and believes
it has its own claims against KCNA.

Since the Petition Date, DCT, with the assistance of its
professional advisors, has pursued a sale and marketing process for
the global purchase of substantially all of the Debtors' assets.
DCT and/or its advisors have discussed such prospects with multiple
interested parties, including KCNA.  On Nov. 4, 2017, KCNA
approached DCT, the Official Committee of Unsecured Creditors and
KeyBank, N.A. regarding an offer to purchase the Data Cooling
Business.  Notwithstanding the prior contentious disputes between
DCT and KCNA relating to the License Agreement, the parties have
determined to work together, and the proposed resolution of the
numerous issues outlined is set forth in the proposed sale and
Estate Releases detailed in the Asset Purchase Agreement,
Settlement Agreement and Release dated Nov. 8, 2017 and outlined.

In its reasonable business judgment, DCT and its advisors have
determined that KCNA's offer to purchase substantially all of
assets associated with the Data Cooling Business ("Data Cooling
Assets") pursuant to the APA constitutes the highest and best offer
at this time, and provides the best opportunity for DCT to realize
the greatest return for the benefit of all of its stakeholders.

The salient terms of the APA are:

     a. Purchase Price: (i) $1,300,000 in cash, payable at the
closing of the transaction; plus (ii) assumption of certain Assumed
Liabilities; plus (iii) payment of certain Cure Costs related to
the Assumed Contracts; plus (iv) 50% of the net proceeds of the
Nortek Action

     b. Deposit: $80,000

     c. Purchased Assets: The assets of the Data Cooling Business

     d. KCNA's Assumed Liabilities: Only (i) all liabilities
arising out of the Purchased Assets arising or incurred after the
Closing; (ii) any purchase orders that are described in Schedule
2.3(b) to the APA; (iii) all obligations incurred after the Closing
related to the Nortek Action; (iv) all obligations under the
Assumed Contracts to the extent arising, occurring or to be
performed under the Assumed Contract after the Closing Date; and
(v) those accrued expenses of DCT arising out of the Data Cooling
Business that are specifically described on Schedule 2.1(c) to the
APA.

     e. Private Sale: The transaction contemplated by the APA is a
private sale, but subject to the rights of DCT pursuant to its
fiduciary duties to consider higher and better offers for the Data
Cooling Assets.

     f. Mutual Release at Closing: Pursuant to Section 5.11(d) of
the APA, upon the 15th day after entry of the Sale Order, DCT and
KCNA will be deemed to have mutually released each other as well as
each other's officers, directors, employees, and such other parties
more fully described in Section 5.11(d) of the APA from all claims
and causes of action.  Any order approving the Motion
shall provide that the License Agreement is deemed to have
terminated prepetition.

     g. Terms: Free and clear of all liens, claims, encumbrances or
other interests

     h. Closing: Nov. 30, 2017

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

          http://bankrupt.com/misc/Data_Cooling_162_Sales.pdf

In recognition of the value of providing an offer for the Data
Cooling Assets -- even while DCT considers higher and better offers
for the Data Cooling Assets in accordance with its fiduciary duties
-- DCT and KCNA have negotiated a provision in the APA that
provides for an expense reimbursement of actual and reasonable out
of pocket expenses of up to $100,000 incurred by KCNA in the event
that DCT enters into an Alternative Transaction for the Data
Cooling Assets.  KCNA was unwilling to enter into the APA without
the inducement of the Expense Reimbursement on these terms.

Notwithstanding DCT's desire to consummate the APA with KCNA, DCT
has a duty to the estate to consider higher and better offers for
the Data Cooling Assets prior to a hearing on the Motion.  To
conserve the resources of all parties involved, DCT is requiring
that any other party interested in making a bid for the Data
Cooling Assets to do so on Nov. 27, 2017.  

Any party making such bid must make an offer that is (i)
non-contingent; (ii) made in cash with a 10% deposit received by
DCT prior to the hearing on the Motion; and (iii) based on the form
of APA submitted with the Motion; and (iv) for a purchase price at
least $125,000 greater than the KCNA purchase price described in
the APA.  DCT reserves the right to hold an auction for the Data
Cooling Assets if another bid is timely received, and DCT will seek
separate approval of the Alternative Transaction based on the
nature of the Alternative Transaction.  If such an Alternative
Transaction is ultimately approved by this Court, DCT will also
seek approval to pay the Expense Reimbursement to KCNA and return
KCNA's Deposit.

DCT submits that the terms of the APA represent the highest and
best offer for the Data Cooling Assets, as KCNA's offer is
currently the only viable offer to purchase the Data Cooling Assets
under the current circumstances.  The proposed transaction will
maximize the value of the Data Cooling Assets for all interested
parties and, once the sale closes, allow DCT to resolve a major
issue in its case, enabling DCT to move toward a plan to exit its
bankruptcy case effectively and efficiently.  Accordingly, the
Debtor asks the Court to approve the relief sought.

Given the size and complexity of DCT's bankruptcy case, the length
of the factual and procedural assertions set forth in the Motion,
and the significant release requested, there is good cause for the
Court to waive the requirements of Local Rule 9013-2(a) in the
limited instance.

In order to allow the immediate realization of value for the Data
Cooling Assets, DCT asks that any order grating the Motion is
effective immediately and not subject to the 14-day stay imposed by
Bankruptcy Rules 6004(h) and 6006(d).

The Purchaser:

          KYOTOCOOLING NORTH AMERICA, LLC
          14160 Dallas Parkway, Suite 410
          Dallas, TX 75254
          Attn: John Drossos

The Purchaser is represented by:

          Daniel A. DeMarco, Esq.
          HAHN LOESER & PARKS LLP
          200 Public Square, Suite 2800
          Cleveland, OH 44114-2316
          Telephone: (216) 274-2316
          E-mail: dad@hahnlaw.com

                      About Data Cooling

Data Cooling Technologies LLC is the exclusive North American
licensee of US Patent No. 7753766.  The KyotoCooling patented
solution utilizes a heat wheel and an indirect economization
process to produce the most reliable and efficient cooling
technology in the data center industry.

Based in Streetsboro, Ohio, Data Cooling Technologies LLC and Data
Cooling Technologies Canada LLC filed Chapter 11 petitions (Bankr.
N.D. Ohio Lead Case No. 17-52170) on Sept. 8, 2017.  The petitions
were signed by Gregory Gyllstrom, chief executive.  

At the time of filing, Data Cooling estimated assets and
liabilities at $10 million to $50 million.  Data Canada estimated
assets of less than $50,000 and liabilities of less than $500,000.

The Hon. Alan M. Koschik presides over the case.  

The Debtors tapped McDonald Hopkins LLC, as counsel, and Western
Reserve Partners LLC, as investment banker.

The official committee of unsecured creditors formed in the case
retained Dahl Law LLC as its legal counsel.


DECATUR ATHLETIC: Disclosures OK'd; Plan Hearing on Dec. 13
-----------------------------------------------------------
The Hon. Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for
the Northern District of Alabama has approved Decatur Athletic
Club, LLC's amended disclosure statement for the Debtor's Chapter
11 plan of reorganization dated Oct. 27, 2017.

A hearing on the confirmation of the Plan will be held on Dec. 13,
2017, at 10:00 a.m.

Dec. 4, 2017, at 5:00 p.m., CDT, is the deadline by which the
holders of claims and interests against the Debtor must file
ballots accepting or rejecting the Plan.  Dec. 4, 2017, at 5:00
p.m., CDT, is also fixed as the last day by which creditors and
parties in interest must file any objections to confirmation of the
Plan.

As reported by the Troubled Company Reporter on Nov. 6, 2017, the
Debtor filed with the Court an amended disclosure statement for its
chapter 11 plan of reorganization dated Oct. 27, 2017.  Class 1(c)
under the amended plan consists of the Allowed Secured Claim of
Western Equipment Finance, Inc., in the amount of $75,000, accruing
interest at 5.0%, per annum, by consent order dated Sept. 15, 2017.
Class1(c) will be paid in 60 equal monthly installments commencing
60 days after the Effective Date of the Plan.  The payments will be
$1,415.34, per month until paid.  This payment will be paid direct
by the Debtor.

                   About Decatur Athletic Club

Decatur Athletic Club, LLC, owns the Pulse Fitness Center, a health
center located at 1801 Beltline Road SW, Suite 420, Decatur,
Alabama.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ala. Case No. 17-81439) on May 10, 2017.  Jeremy
Goforth, owner, signed the petition.

At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of less than $500,000.

Judge Clifton R. Jessup Jr. presides over the case.  Stuart M.
Maples, Esq., at Maples Law Firm, PC, serves as the Debtor's
bankruptcy counsel.


DEX SERVICES: Taps Mullin Hoard as Legal Counsel
------------------------------------------------
DEX Services, LLC received approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire Mullin Hoard & Brown,
LLP as its legal counsel.

The firm will assist the Debtor in the preparation of a bankruptcy
plan and will provide other legal services related to its Chapter
11 case.

The firm's hourly rates range from $150 to $420 for partners and
associates, and from $80 to $125 for paralegals and law clerks.  It
received a retainer in the sum of $25,000.

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

The firm can be reached through:

     Brad W. Odell, Esq.
     Mullin Hoard & Brown, LLP
     P.O. Box 2585
     Lubbock, Texas 79408-2585
     Tel: (806) 765-7491
     Fax: (806) 765-0553
     Email: bodell@mhba.com

                       About DEX Services

DEX Services, LLC, is privately held company in the city of
Canadian, in Texas, operating under the "Other Professional,
Scientific, and Technical Services" industry.  Its principal
business address is 10955 Exhibition Lane Road, Canadian, Texas,
79014, Hempill County.

DEX Services filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
17-50242) on Sept. 30, 2017.  The petition was signed by James
Poindexter, managing member.  The case is assigned to Judge Robert
L. Jones.  At the time of filing, the Debtor estimated assets and
liabilities between $1 million and $10 million.


DIGNITY RESIDENTIAL: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dignity Residential LLC
        127 South Longfellow Lane
        Mooresville, NC 28117

Type of Business: Dignity Residential LLC is a real estate company
in
                  Mooresville, North Carolina.

Chapter 11 Petition Date: November 13, 2017

Case No.: 17-50696

Court: United States Bankruptcy Court
       Western District of North Carolina (Statesville)

Judge: Hon. Laura T. Beyer

Debtor's Counsel: Robert Lewis, Jr., Esq.
                  THE LEWIS LAW FIRM, P.A.
                  P. O. Box 1446
                  Raleigh, NC 27602
                  Tel: 919-609-2494
                  Fax: 919-589-9827
                  E-mail: rlewis@thelewislawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Reema Owens, managing member.

A full-text copy of the petition, along with a list of two
unsecured creditors, is available for free at
http://bankrupt.com/misc/ncwb17-50696.pdf


DIT PROPERTIES: Ch. 11 Plan Funded from Sale of Thatcher Property
-----------------------------------------------------------------
DIT Properties, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a disclosure statement in support of its
chapter 11 plan, dated Nov. 3, 2017, which will be funded from the
sale of the Property located in Thatcher, AZ.

The Debtor projects that the Proceeds of the Sale will be
sufficient to pay all claims. The sale will occur on July 3, 2018,
and payments will begin 30 days later.

General unsecured non-priority claims in Class 5 will be paid on
the effective date a pro-rata share of all the remaining proceeds
until paid in full.

The Debtor believes it will have enough cash on hand on the
effective date of the Plan to pay all the claims and expenses that
are entitled to be paid on that date, and that they will have
enough cash over the life of the Plan to make the required Plan
payments.

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

     http://bankrupt.com/misc/azb4-17-08929-35.pdf

                  About DIT Properties LLC

DIT Properties, LLC was founded in 2002 and is located at 2185 W US
Highway 70 in Thatcher. It listed its business as a single asset
real estate (as defined in 11 U.S.C. Section 101(51B)).

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 17-08929) on August 2, 2017.
Anthony M. Alder, member, 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 Scott H. Gan presides over the case.


EARTH PRIDE: Committee Taps Bederson as Accountant
--------------------------------------------------
The official committee of unsecured creditors of Earth Pride
Organics, LLC seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to hire Bederson LLP as its
accountant.

The firm will assist the committee in evaluating any bankruptcy
plan proposed by Earth Pride and its affiliate Lancaster Fine Foods
Inc.; analyze the Debtors' financial records; and provide other
accounting services.

The firm's hourly rates are:

     Partners                     $390 – $515
     Managers                     $300 - $325
     Tax Managers                        $270
     Senior Accountants                  $260
     Technology IT Director              $280
     Technology IT Specialist            $170
     Semi Sr. Accountants         $220 – $235
     Staff Accountants                   $155
     Paraprofessionals                   $170

Charles Lunden, a partner at Bederson who will be providing the
services, disclosed in a court filing that he does not represent
any creditor or "party-in-interest."

Bederson can be reached through:

     Charles S. Lunden
     Bederson LLP
     347 Mount Pleasant Avenue
     West Orange, NJ 07052
     Phone: +1 973-736-3333

                  About Earth Pride Organics LLC

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

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

Judge Eric L. Frank presides over the bankruptcy cases.

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


ESCO MARINE: Recovery to Unsecured Creditors Unknown Under Plan
---------------------------------------------------------------
ESCO Marine, Inc., and its debtor affiliates filed with the U.S.
Bankruptcy Court for the Southern District of Texas a disclosure
statement for their joint chapter 11 plan of reorganization dated
Nov. 3, 2017.

The Plan is a liquidating plan. The Disbursing Agent will
distribute the Estates' available funds to either the Liquidating
Trustee or to pay Administrative and Priority Claims as provided
under the Plan. Callidus Capital Corporation has agreed to
subordinate up to $250,000 of its Administrative Claim to payment
of the other Administrative Claims and Priority Claims as provided
in the Settlement Order. Some Priority Wage Claims may be satisfied
pursuant to the Payment Bond.

General Unsecured Creditors will receive payment from the
Liquidating Trusts. The Liquidating Trusts will be funded with the
assets as set forth in the Settlement Agreement. Most assets will
be allocated to the General Trust. Callidus's General Unsecured
Claim will be subordinated to the Claims of all other General
Unsecured Creditors with regard to the General Trust. The
Jaross/Levy Trust assets will be liquidated to pay the General
Unsecured Claims of all Creditors and Callidus. Subordinated
Claims, including inter-company claims, will not receive any
distribution. The Interests in the Debtors will be canceled.

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

     http://bankrupt.com/misc/txsb15-20107-756.pdf

                       About ESCO Marine

ESCO Marine, Inc., and four affiliates sought Chapter 11 Bankruptcy
protection in Corpus Christi, Texas (Bankr. S.D. Tex.) on March 7,
2015.  The cases are assigned to Judge Richard S. Schmidt.  The
Court approved the joint administration of the Debtors' Chapter 11
cases under ESCO Marine, Inc., Case No. 15-20107.

ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC,
and Texas Best Equipment LLC are affiliates of ESCO Marine.  ESCO
Marine is the operating parent company.

The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley
Banack Inc., in San Antonio, as counsel.  The Debtors tapped AP
Services LLC to designate a chief restructuring officer, and Duff &
Phelps Canada Restructuring, Inc. as financial advisors.  

The Debtor disclosed total assets of $85,908,515 and total
liabilities of $93,808,107.

Secured creditor Callidus Capital Corporation is represented by
Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Culbreth & Holzer,
P.C.

On July 30, 2015, the U.S. Bankruptcy Court for the Southern
District of Texas approved a credit bid by Callidus Capital Corp.
that allowed the Canadian company to acquire substantially all of
the Debtors' assets, which include machinery and equipment, real
property leasehold interests and inventory.


EVANGELICAL HOMES: Fitch Affirms BB+ Ratings on 2013 Bonds
-----------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued on behalf of Evangelical Homes of Michigan (EHM):

-- $23,910,000 Michigan Strategic Fund series 2013;
-- $10,470,000 Economic Development Corporation of the City of
    Saline (MI) series 2013.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a pledge of unrestricted receivables of
the Obligated Group, a mortgage on the revenue-generating property
and structures on the three campuses, and two separate debt service
reserve funds.

KEY RATING DRIVERS

MODEST LIQUIDITY: Liquidity metrics are weaker than
investment-grade peers but adequate for the 'BB+' rating level,
with 36% cash to debt and 5.4x cushion ratio as of July 31, 2017
compared to the respective non-investment grade medians of 34.2%
and 4.4x.
CONSISTENT OPERATING PROFITABILITY: Operating profitability is
sound, with an operating ratio of 99% in 2017 (fiscal year ended
April 30) despite a dip in skilled nursing facility (SNF) revenues
during the year. Cash flow is somewhat thin compared to peers, with
an obligated group net operating margin (NOM) of 4.5% in 2017 and
typically 5%-6%. However, cash flow is adequate in the context of
EHM's light debt burden; maximum annual debt service (MADS) equals
only 5% of revenue.

HIGH EXPOSURE TO SKILLED NURSING: With nearly 70% of revenue
generated from SNF services, EHM is more exposed to occupancy
fluctuations and reimbursement challenges than communities with
higher proportions of ALUs and ILUs. SNF revenues were off budget
in 2017 but are poised to improve to date, driven by expanded
hospital relationships and market reach through growing home care
subsidiaries.

STRONG OCCUPANCY: Strong and consistent occupancy is a key credit
strength. Independent living unit (ILU), assisted living unit
(ALU), and SNF occupancy have averaged 93%, 97%, and 93%,
respectively, since fiscal 2013.

RATING SENSITIVITIES

SUSTAINED OPERATING PERFORMANCE: Fitch expects that occupancy
levels and operating performance will be sustained through
industry-wide pressures on reimbursement for rehab and nursing
care. Sustained weakening of cash flow or coverage would negatively
pressure the rating.


EXGEN TEXAS: S&P Lowers Rating to 'D' on Bankruptcy Filing
----------------------------------------------------------
S&P Global Ratings said it lowered its project finance rating on
ExGen Texas Power LLC (EGTP) to 'D' from 'CCC-'. The '3' recovery
rating is unchanged, reflecting S&P's expectation of meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of default.

On Nov. 7, 2017, EGTP announced that it filed for bankruptcy
protection on the portfolio. The filing was accompanied by a motion
to sell the Handley Generating Station (a 1.2-gigawatt peaker; the
price is just above $50 per kilowatt) to Exelon Generation for $60
million, subject to higher and better offers. In addition, a plan
for reorganization was filed to provide for the debtholders at EGTP
(on about $650 million of outstanding debt) to become the equity
holders of the assets. The bankruptcy was filed in the Delaware
U.S. Bankruptcy court.

S&P is also lowering its peaker valuation to $50/kW from $75/kW in
light of the sale consummated with Exelon Generation; this has no
impact on the recovery rating.

As per standard operating procedure guidance, S&P Global Ratings
will leave the 'D' rating outstanding for at least one month, after
which it will assess the market interest and value in keeping the
rating outstanding. If this is negligible, the rating will likely
be withdrawn.


FAMILY CHILD CARE: Disclosures OK'd; Plan Hearing on Dec. 12
------------------------------------------------------------
The Hon. Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for
the Northern District of Alabama approved on Oct. 30, 2017, Family
Child Care, LLC's second amended disclosure statement dated Oct.
30, 2017, referring to the Debtor's first amended plan of
reorganization.

A hearing to consider the confirmation of the Plan is scheduled for
Dec. 12, 2017, at 1:00 p.m.

Dec. 4, 2017, at 5:00 p.m., CDT, is fixed as the deadline by which
the holders of claims and interests against the Debtor must file
ballots accepting or rejecting the Plan.

Dec. 4, 2017, at 5:00 p.m., CDT, is also fixed as the last day by
which creditors and parties in interest must file any objections to
confirmation of the Plan.

The Debtor's Second Amended Disclosure Statement says that Class 3
will consist of the equity position of Troy Ponder in the Debtor.
Mr. Ponder, or his assigns, will receive no equity distribution
(other than salary) unless and until Class 2 is paid in full.  It
is anticipated that Mr. Ponder will transfer his interest to his
daughter, Myra McCrary.

The Plan would involve the assumption of the Primrose Franchise
Agreement and continued operation of the child care facility as a
Primrose Franchise.  The Debtor forecasts cash flow sufficient to
service the amortized secured debt, the tax claims, the Primrose
Franchise assumption, and yield a return to Unsecured Creditors.
Equity would be sold to Myra McCrary, but no distribution would be
made to equity unless Unsecured Creditors are paid in full.  If
unsecured creditors are not paid in full during the five-year
payout, remaining unsecured debt will balloon and be due and
payable by the Debtor.

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

          http://bankrupt.com/misc/alnb17-80334-259.pdf

As reported by the Troubled Company Reporter on Oct. 24, 2017, the
Debtor filed with the Court a first amended disclosure statement
dated Oct. 4, 2017, referring to the Debtor's plan of
reorganization.  According to that disclosure statement, Class 1(a)
will consist of the Allowed Secured Claim of First National Bank in
the amount of $1,870,254.32.  Class 1(a) will accrue interest at
Prime plus 2.75%, currently 7%.  Class1(a) will be paid on a
five-year term, amortized over 20 years commencing 60 days after
the Effective Date of the Plan.  Payments will be $14,500.06, per
month and a balloon payment in the 61st month of $1,608,128.76.
This payment will be paid direct by the Debtor.  

                     About Family Child Care

Family Child Care, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-80334) on Feb. 3,
2017.  The petition was signed by Troy Ponder, owner.  At the time
of the filing, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million.

The case is assigned to Judge Clifton R. Jessup Jr.

Stuart M. Maples, Esq., at Maples Law Firm, PC, serves as the
Debtor's bankruptcy counsel.


FUNERAL SERVICES: December 7 Plan Confirmation Hearing
------------------------------------------------------
Judge Marc Barreca of the U.S. Bankruptcy Court for the Western
District of Washington has entered an Ex Parte Order conditionally
approving the Disclosure Statement and the Plan of Reorganization
filed by Funeral Services LLC on October 31, 2017.

That the hearing on confirmation of the Plan has been set to be
held on December 7, 2017 at 9:30 a.m. November 30, 2017, is fixed
as the last day for filing written acceptances or rejections of the
Plan.

Any objections to the Plan or Disclosure Statement must be served
and filed by no later than November 30, 2017.

                     About Funeral Services

Funeral Services LLC -- http://jernsfuneralchapel.net/-- is a
family-owned provider of funeral and cremation services based in
Bellingham, Washington.  The Debtor has served the communities of
Whatcom and Skagit Counties, along with those of Lower Mainland
British Columbia.  

Funeral Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 17-12710) on June 15,
2017.  Bradley Bytnar, owner and operator, signed the petition.  

The Debtor disclosed $951,812 in assets and $2.19 million in
liabilities.

Funeral Services is represented by Jacob D. DeGraaff, Esq., at
Henry DeGraaff & McCormick PS.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Funeral Services LLC as of
August 23, according to a court docket.


GNC HOLDINGS: S&P Lowers CCR to 'B' on Weakened Credit Metrics
--------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on the
Pittsburgh, Pa.-based vitamin and supplement retailer GNC Holdings
Inc. to 'B' from 'B+'. The outlook is negative.

S&P said, "At the same time, we assigned a 'B' issue-level rating
and '3' recovery rating on the company's proposed $705 million
secured term loan B and the $500 million first-lien senior secured
notes. The '3' recovery rating indicates our expectation for
meaningful recovery (50%- 70%; rounded estimate of 60%) of
principal in the event of a payment default or bankruptcy. We do
not rate the company's proposed $100 million ABL facility.

"We will withdraw our ratings on the existing senior secured credit
facilities once the refinancing transaction closes.

"The downgrade reflects our projection for increased interest
expense and weaker credit metrics, including the fixed-charge
ratio, under the proposed capital structure. This follows the
announced refinancing of the company's existing secured credit
facilities via a $705 million term loan B and $500 million senior
secured notes, with the proposed debt facilities ranked pari passu.
Our expectation also reflects our continued belief that GNC's
operations will remain challenged because of increased competitive
threats among secular changes in the retail industry.

"The negative outlook reflects our expectations for heightened
competitive pressures and the risk of an extended decline in
operating performance. It also reflect our expectation for weakened
credit metrics, including fixed-charge ratio of about 1.5x over the
next 12 months.

"We could lower the rating if the company continues to lose market
share and its performance deteriorates further, with the magnitude
of a comparable sales decline at a mid-single-digit rate while
margins contract 100 bps or more versus our forecast. This scenario
would likely result in our less favorable view of the company's
competitive position. We could also lower the ratings if free
operating cash flow is significantly lower than our projection.

"Although unlikely in the near term, we could revise the outlook to
stable if comparable-store sales and customer traffic trends
improved to a low-single-digit rate while the operating margins
improved by 100 bps versus our projections. Under such a scenario,
we would expect total sales to improve modestly and EBITDA margins
of 19% or more, resulting in an fixed-charge coverage ratio greater
than 1.6x and FFO/debt in the high teens area."


GO DADDY: S&P Alters Outlook to Stable on Integration With HEG
--------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Scottsdale,
Ariz.-based Go Daddy Operating Co. LLC to stable from negative. At
the same time, S&P affirmed its 'BB-' corporate credit rating on
the company.

S&P said, "In addition, we affirmed our 'BB-' issue-level rating on
the company's first-lien term loan and revolving credit facility.
The recovery rating remains '3', indicating our expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in
the event of a payment default.

"The stable outlook reflects strong operating performance and
significant progress on GoDaddy's integration of HEG, a
Europe-based ISP, including the divestiture of HEG's managed
hosting business and GoDaddy's subsequent retirement of its
approximately $530 million bridge loan. The outlook also reflects
pro forma leverage in the mid-4x area; good free cash flow
generation, which we expect will be in the low 20s as a percentage
of debt over the next 12 months; and good liquidity, with a cash
balance of approximately $550 million as of Sept. 30 2017, coupled
with an undrawn $200 million revolver.

"The stable outlook reflects significant progress in GoDaddy's
integration of HEG and pro forma leverage in the mid-4x area, with
our expectation of leverage declining to about 4x over the next 12
months.

"We could lower the rating on GoDaddy if profitability stemming
from competitive pressures were suppressed for an extended period,
or additional debt-funded acquisitions result in adjusted leverage
sustained above 5x.

"Although unlikely over the near term, we could consider an upgrade
on GoDaddy if the company commits to a more conservative financial
policy or reduces S&P Global Ratings adjusted leverage to below 3x
on a sustained basis."


GULFMARK OFFSHORE: Completes Restructuring Plan, Exits Chapter 11
-----------------------------------------------------------------
GulfMark Offshore, Inc. (nyse american:GLF) on Nov. 14, 2017,
disclosed that it has completed its financial restructuring plan
and emerged from bankruptcy protection under chapter 11 of the U.S.
Bankruptcy Code.  The Company's court-approved Plan of
Reorganization (the "Plan") went into effect, November 14, 2017.
The Plan converts approximately $429.6 million of outstanding bonds
("Bonds") into equity, and raises approximately $125 million of new
equity capital.

"GulfMark is now positioned as one of the best capitalized
companies in the global offshore industry," said Quintin Kneen,
President and Chief Executive Officer.  "With significantly
improved financial strength, we are poised to build upon the
world-class service we provide to our customers while capitalizing
on value enhancing opportunities for our shareholders.

"Throughout the restructuring process, our priority has been to
deliver world class safety and customer service.  We have worked to
ensure that GulfMark has the right talent, systems and equipment to
meet the tough demands of the current market.  Moving forward, our
focus on operational excellence and scalability will continue."

"We would like to take this opportunity to thank our 1,070
employees and all of our stakeholders for their tremendous effort
and support during the reorganization process," said Mr. Kneen.
"GulfMark's employees remained focused on delivering safe, reliable
service to our customers as we transformed our capital structure
and repositioned the company."

Upon emergence, the existing shares of GulfMark common stock
outstanding prior to the reorganization (the "Legacy Common Stock")
were cancelled and GulfMark will issue approximately seven million
shares of new common stock (the "New Common Stock"), approximately
three million warrants exercisable for one share of common stock at
an exercise price per share of $0.01 and 810,811 warrants
exercisable for one share of common stock at an exercise price per
share of $100.00 (the "Existing Equity Warrants").  The holders of
Legacy Common Stock as of the effective date of the Plan will
receive 0.00271233 shares of New Common Stock and 0.02931672
Existing Equity Warrants for each share of Legacy Common Stock held
by them and cancelled in connection with the reorganization,
subject to rounding.  The New Common Stock and the Existing Equity
Warrants are expected to be listed on the NYSE American under the
ticker "GLF" and "GLF WS," respectively, and are expected to begin
trading on November 15, 2017.

Holders of Bonds who are U.S. Citizens will receive 8.29764454
shares of New Common Stock for every $1,000 of Bonds owned.
Subject to certain exceptions, non-U.S. Citizen Bond holders will
receive 8.29764454 of Jones Act Warrants for every $1,000 of Bonds
owned.  In addition, holders of Bonds that participated in our
rights offering received New Common Stock or Jones Act Warrants
according to their participation therein, as further described in
the Chapter 11 Plan of Reorganization of GulfMark, filed with the
SEC as Exhibit 2.1 to our Form 8-K filed on May 18, 2017.

In addition, the Company's subsidiary, GulfMark Rederi AS
("Rederi") entered into an agreement with DNB Bank ASA, New York
Branch, as agent, DNB Capital LLC as revolving lender and as
swingline lender, and certain funds managed by Hayfin Capital
Management LLP as term lenders, providing for two credit
facilities: a senior secured revolving credit facility (the
"Revolving Credit Facility") and a senior secured term loan
facility (the "Term Loan Facility," and together with the Revolving
Credit Facility, the "Facilities").  The Revolving Credit Facility
provides for loans of up to $25,000,000, including a $12,500,000
swingline loan subfacility and a $5,000,000 letter of credit
subfacility.  The Term Loan Facility provides a $100,000,000 term
loan, which has been funded in full.  The Revolving Credit Facility
is available in U.S. dollars, Norwegian krone, British pounds
sterling, and Euros.  The final maturity date for the Facilities is
November 14, 2022.  Its previously outstanding credit facilities
have been repaid and terminated.

Board of Directors

Pursuant to the Plan, the Company's new board of directors,
consisting of the following persons, was appointed today: Louis A.
Raspino, Jr., Chairman, Eugene Davis, Domenic DiPiero, Scott
McCarty, Krishna Shivram and Kenneth Traub. Quintin V. Kneen, the
Company's President and Chief Executive Officer, will continue to
serve as a director.

                    About Gulfmark Offshore

GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996.  The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas.  The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities.  The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas.  The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.

GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D.
Del., Case No. 17-11125) on May 17, 2017.  Quintin V. Kneen,
president and chief executive officer, signed the petition.  The
Company reported total assets of $1.07 billion and total debt of
$737.1 million as of March 31, 2017.

Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood,
Esq. and Christopher M. De Lillo, Esq., of Richards, Layton &
Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish,
Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP
serve as counsel to the Debtor.  The Debtor has also tapped Blank
Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC
as financial advisor; Evercore Group L.L.C. as investment banker;
Ernst & Young LLP as restructuring consultant; KPMG US LLP as
auditor and tax consultant; and Prime Clerk LLC as claims and
noticing agent.

An ad hoc committee of holders of unsecured senior notes issued by
GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq.,
and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq.,
Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP, in New York.


GULFMARK OFFSHORE: Hughes Hubbard Served as Counsel to DNB Bank
---------------------------------------------------------------
Hughes Hubbard served as bankruptcy counsel to DNB Bank ASA, which
was a secured prepetition lender to GulfMark Offshore, Inc. and as
also provided debtor in possession financing to GulfMark through
its bankruptcy.  Hughes Hubbard also served as lenders counsel on
the $125 million exit facility that allowed GulfMark to
successfully emerge from Chapter 11 protection.  The exit financing
was arranged by DNB Bank, and the lenders were DNB Bank ASA and
funds managed by Hayfin Capital Management LLC.

Partner Christopher Kiplok led the Hughes Hubbard team which
included Anson Frelinghuysen and Steven Greene.

A copy of Gulfmark Offshore Inc.'s Form 8-A12B is available at:

   http://bankrupt.com/misc/Gulfmark_Offshore_Inc_Form_8-A12B.pdf

                    About Gulfmark Offshore

GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996.  The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas.  The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities.  The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas.  The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.

GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D.
Del. Case No. 17-11125) on May 17, 2017.  Quintin V. Kneen,
president and chief executive officer, signed the petition.  The
Company reported total assets of $1.07 billion and total debt of
$737.1 million as of March 31, 2017.

Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood,
Esq. and Christopher M. De Lillo, Esq., of Richards, Layton &
Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish,
Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP
serve as counsel to the Debtor.  The Debtor has also tapped Blank
Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC
as financial advisor; Evercore Group L.L.C. as investment banker;
Ernst & Young LLP as restructuring consultant; KPMG US LLP as
auditor and tax consultant; and Prime Clerk LLC as claims and
noticing agent.

An ad hoc committee of holders of unsecured senior notes issued by
GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq.,
and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq.,
Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP, in New York.


HESS INFRASTRUCTURE: Fitch Assigns First Time BB Long-Term IDR
--------------------------------------------------------------
Fitch Ratings has assigned Hess Infrastructure Partners LP (HIP) an
initial Long-Term Issuer Default Rating (IDR) of 'BB'. Fitch has
also assigned a 'BB+/RR1' rating to HIP's senior secured credit
facilities. Fitch has additionally assigned a 'BB/RR4' rating to
HIP's proposed bond offering. The Rating Outlook is Positive.

The ratings are supported by HIP's relationship with its customer,
Hess Corporation (HES). HES possesses a strong investment grade
profile (IDR 'BBB-'/Stable) and stands behind a suite of contracts
between HES subsidiaries and HIP subsidiaries. These contracts have
fee mechanisms by which HES protects HIP from volume downsides and
other risks. The ratings also are based on part-owner Global
Infrastructure Partners (GIP). GIP has a solid track record in
midstream investments, and it is a track record which includes
adding value from a deep understanding of the operations of the
companies in which GIP invests. GIP is well-positioned to play a
credit-supportive role, by both its expertise as well as the
governance structure at HIP. In summary, HES (as both customer and
part owner) and GIP contribute positively to HIP's credit
strength.

The ratings also consider the size of HIP. HIP's forecasted annual
EBITDA in the near term is below $500 million. Companies with
significantly more than $500 million in annual EBITDA generally
have, in Fitch's view, more "tools" to withstand challenges than
companies with significantly less than $500 million in annual
EBITDA. The ratings also consider that HIP operates in a single
producing region of the United States. The Bakken region has been
stated by HES to be a priority area among its regions where it has
broad control on investment pace. The strength of HES and the
Bakken are therefore somewhat tied together, and this situation is
relevant for Bakken-based HIP. This "single-basin" rating factor
incorporates Fitch's view that the Bakken's return to production
growth in recent quarters is an important development that in
recent years HES has made decent progress moving down the cost
curve in the Bakken. The high-return drilling inventory that HES
has in the Bakken supports the contracts between HES and HIP.
Lastly, the rating incorporates that in life of the important
HES-HIP contracts there may be delays or other unlikely events that
negatively impact credit quality. Chief among scenarios regarding
contract evolution is the remote but not negligible possibility
that in a very low-volume downside case the effective per barrel of
oil-equivalent fee could become onerous to HES's production plans
and become a credit factor. This event and other negative
administrative events are unlikely but are regarded by Fitch as
important to incorporate in the rating.

Fitch regards HIP as being strongly insulated from competition
within the Bakken, an important factor for the ratings. HIP enjoys
dedication rights in its contracts (expiry for most contracts is
December 2023, with a 10-year extension option at HIP's discretion)
with respect to virtually all HES's acreage. Further, should HES
acquire additional Bakken properties which are not already
dedicated, these added parcels would become dedicated to HIP. HIP's
asset portfolio has broad reach within the core of the Bakken, and
has a value-chain that extends past the processing plants and into
fractionation (the only facility in the Bakken), a header pipeline
that connects to interstate pipelines, and rail terminal facilities
(a Minnesota propane storage facility is effectively controlled by
HIP, and helps pull-through on the value-chain, yet HIP's effective
economic stake in this facility is the small G.P. share). HIP's
strong position amidst Bakken midstream companies is underscored by
third-party oil on-deliveries (through HES). These on-deliveries
have risen from 10% of oil deliveries to 15%, and this growth has
occurred in a context of HES growing its own oil deliveries into
the HIP system.

The Positive Outlook primarily reflects the potential that HES may
increase its rigs in the Bakken by 50%, which is estimated by Fitch
to raise its oil production growth rate from the guided 10% p.a.,
to the approximate area of 20%. In addition to monitoring rig
deployments, the Positive Outlook will be resolved based on
monitoring the actual production increase by HES (expected by Fitch
about five to ten months after rig deployment), as well as total
Bakken region production growth (important because HIP does receive
third-party physical volumes that are contractually 'wrapped' in
the HES contracts). The above rig and production growth metrics
drive two things which are important for the credit, one being the
size of HIP's EBITDA and the other being cementing the mutuality of
interests between HIP as service provider and HES as customer.

The senior secured recovery rating of 'RR1' reflects an expectation
for a recovery of 91% to 100%, which reflects the strength of HIP
and certain terms of the senior secured credit facilities. The
senior unsecured recovery rating of 'RR4' reflects an expectation
for a recovery of 31% to 50%, which is level typically awarded for
senior unsecured securities in the 'BB' ratings category. The
Recovery Ratings for both the senior secured and senior unsecured
debt reflect the gathering and processing sub-sector's track record
for recovery outcomes.

KEY RATING DRIVERS

Small Single-basin Midstream Company: Through 2019, Fitch forecasts
HIP to post less than $500 million p.a. in EBITDA. Small midstream
companies generally have less money-raising options when challenges
occurr. In addition to small size, HIP only serves a single
producing region of the U.S., which concentrates, rather than
diversifies, HIP's risk profile. HIP's Bakken region is a region
that is adequately-served by competitors. Bakken producers have
been focused on the "core of the core" (the Permian is a notable
contrast). In the second quarter of 2017, industry-wide Bakken oil
production rose 3% from 1Q17 according to the U.S. Energy
Information Administration, ending a year-plus period of falling
production.

HES is a Solid Credit and Operator: HES, which guarantees the
obligations of HIP's counterparties, is rated 'BBB-'/ Stable by
Fitch. This ratings disposition incorporates a forecast by Fitch
that consolidated leverage should significantly decline from 4.7x
in mid-2015. The company is viewed as a solid performer with a
consistent track record of strong reserve growth at economical
costs. Within the Bakken, which HES states gets its first call on
capital among operated properties, the company continues to make
decent progress moving down the cost curve. From 2Q16 to 2Q17, HES
increased barrel of oil equivalent production 1.9%, while the
industry as a whole posted 1.3%.

GIP's Track Record and Rights at HIP Are Positives: The GIP
leadership team have a wealth of expertise as to operations and
financing best-practices. The firm has invested or committed $18
billion in equity capital in the energy sector. GIP has key rights
in HIP's governance, such as the right to approve contract
amendments between HIP and HES (among other important matters
relating to HIP's relationships with HES).

Contracts Provide Two-fold Revenue Protection but Heighten Risk for
HES: HIP is a 100% fee-based business. Its unit-fees are subject to
recalculation till the 2023 contract expirations (longer for the
Terminal and Export agreement) so as to ultimately achieve a set
return, with such recalculation taking into account changes to the
cumulative (till 2023) production profile (among other things). The
recalculation of fees that come from a strong customer in HES
combine to represent the critical foundation of the HIP credit.
Against this backdrop, near-term total revenues are bolstered by
minimum volume commitments that at the beginning of each year are
established (and re-established) for the current year and the two
thereafter. Minimum Volume Commitments, once set, cannot be re-set
lower. HES as a counterparty will bear heightened costs in a
downside volume scenario.

DERIVATION SUMMARY

HIP's years-of-operations (in its current entity-form), its size
(measured by EBITDA), and its geographic-reach are all limited.
Among relatively new, one-basin companies, Medallion Gathering and
Processing LLC (Medallion) and BCP Raptor, LLC (Raptor) are peers.
HIP has concentrated, yet high-quality counter-party risk, whereas
Medallion and Raptor are slightly more diversified and have an
average shipper-quality that is in the 'BB' category. HIP's
production area is not growing as fast as the Permian (where
Medallion and Raptor operate), yet this is offset by HIP enjoying
annual recalculations and MVC's, while the Permian peers are
largely without MVC protection. The IDR of HIP is set one notch
above Medallion and BCP due to the strength of the HES relationship
(both HES credit quality, and the strength of the contracts between
HES and HIP).

Viewing just the strength of the HES relationship, a comparable
peer is EQT Midstream Partners, LP (EQM). EQM's main (by far)
customer and sole-general partner is EQT Corporation (EQT). HES and
EQT are rated the same and have the same outlook. HIP and EQM have
similar EBITDA leverage (in the mid-to-high 2x's), and both operate
in one producing basin. EQM has a two-notch better IDR due to its
size (EBITDA over $600 million). A secondary factor is that EQT has
been growing its production (and EQM) volumes in the Marcellus (a
growing region), while HES has not been materially growing its oil
volumes in the Bakken (on an LTM basis), nor has the Bakken been
materially growing.

KEY ASSUMPTIONS

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

-- The below assumptions are consistent with the Fitch price
    deck for West Texas Intermediate, Brent and Henry Hub.

-- Revenues reflect that oil production is at the MVC-level
    in years 2017-2019.

-- Capital expenditures are generally for additional well-
    connects and compression.

-- The 2019 de-bottlenecking and expansion of the Tioga gas
    processing plant is achieved primarily on the back of a
    increase in O&M costs.

-- Maintenance capital expenditures are approximately $10 million
    p.a. for this relatively new system.

-- HES remains obligated under the relevant contracts.

RATING SENSITIVITIES

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

-- Positive rating action for HES.

-- A significant acquisition which diversifies the company's
    business risks, provided that leverage stays below a certain
    point in the range 4.5x-5.5x, with that point depending on
    the risk profile of the acquisition.

-- HES announces the addition of two rigs in the Bakken in its
    January 2018 production plan announcement, and the rig
    additions result (by the summer of 2018) in a positive
    inflection point for production for HES, and total Bakken
    production is flat or rising. (In the event that HES does not
    raise its rig count in the Bakken from the current four rigs,
    the Positive Outlook may be revised to Stable.

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

-- Negative rating action for HES.

-- GIP exits HIP, and the new ownership structure vests in HES
    certain key governance rights formerly vested with GIP.

-- Adverse changes in certain terms in the array of HIP's
    contracts.

-- Adjusted leverage rising above 4.0x on a sustained basis in
    the context of HIP maintaining its current size.

LIQUIDITY

Fitch expects HIP liquidity will be adequate. Capital needs for the
base business are expected to be minimal as the system is largely
built out, in the context of expected near-term production by HES
and the third-party volumes which HES on-delivers to HIP. Capital
deployment may occur as to the span and scope of HIP's North
Dakota/Minnesota-based business, and Fitch anticipates HIP will
fund opportunities using the company's $600 million Revolving
Credit Facility. The Revolving Credit Facility matures in late
2022. Maturities are manageable, with the company's only obligation
in the next five years being a step-up amortization schedule on the
$200 million term loan of 0% in year one to 10% in year five.
Additionally, Hess Midstream Partners, LP (HESM), the publicly
traded entity within the HIP corporate structure, maintains a $300M
Revolver that matures in March 2021, which is another source of
funding for capital expenditures and operating activities for the
same pool of assets. As of Sept. 30, 2017, this facility remains
undrawn.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following first-time ratings:

Hess Infrastructure Partners LP
-- Long-term IDR 'BB';
-- Senior secured term loan A 'BB+/RR1';
-- Senior secured revolving credit facility 'BB+/RR1';
-- Senior unsecured notes 'BB/RR4'.

The Outlook is Positive.


HESS INFRASTRUCTURE: Moody's Assigns Ba2 Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Hess
Infrastructure Partners LP (HIP), including a Ba2 Corporate Family
Rating (CFR), a Ba3 senior unsecured notes rating, a Ba2-PD
Probability of Default Rating (PDR) and a Baa3 senior secured
rating. The outlook is stable. The notes will be the beneficiary of
upstream guarantees from wholly-owned domestic subsidiaries. Net
proceeds of the proposed notes offering will be largely used to
refinance existing indebtedness. The notes are being co-issued by
Hess Infrastructure Partners Finance Corp.

HIP is a 50/50 joint venture between Hess Corporation (HES, Ba1
stable) and Global Infrastructure Partners. HIP owns an 80%
economic interest in various midstream assets operating in the
Bakken and Three Forks Shale formations (the Bakken). The remaining
20% interest in these assets is held by the master limited
partnership (MLP) Hess Midstream Partners LP (HESM, not rated) in
which HIP holds the 2% general partnership interest and 100% of the
Incentive Distribution Rights (IDRs).

"HIP's Ba2 CFR reflects the strong contractual relationship it has
with Hess and the integrated midstream services it owns and
operates in support of Hess's production and ongoing development of
its Bakken and Three Forks crude oil production activities, the
single largest concentrated source of Hess's consolidated crude oil
production," commented Andrew Brooks, Moody's Vice President.
"While there is organizational complexity to the HIP/HESM
relationship, corporate governance as it relates to the management
and control of the two entities is seemingly well aligned."

Assignments:

Issuer: Hess Infrastructure Partners LP

-- Probability of Default Rating, Assigned Ba2-PD

-- Corporate Family Rating, Assigned Ba2

-- Senior Secured Bank Credit Facility, Assigned Baa3 (LGD2)

Issuer(s): Hess Infrastructure Partners LP/Hess Infrastructure
Partners Finance Corp.

-- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5)

Outlook Actions:

Issuer: Hess Infrastructure Partners LP

-- Outlook, Assigned Stable

RATINGS RATIONALE

Hess, whose leased acreage is well positioned in the core of the
Bakken, sourced approximately 35% of its total world-wide oil and
gas production from the Bakken, 103,000 barrels of oil equivalent
(Boe) per day, and 42% of its total liquids production over the
first nine-months of 2017. Hess believes it can grow its Bakken
production 10% annually with its four-rig drilling program. HIP's
crude oil and natural gas gathering and processing (G&P),
fractionation and logistics services contracted to Hess are highly
integrated with and are a critical element of moving this
production downstream of the wellhead. HIP's roughly $320 million
of estimated pro forma 2017 EBITDA is generated about 50% from
gathering, around 40% processing and under 10% logistics (terminals
and rail).

Hess's Bakken crude and natural gas volumes approximate 85% and 70%
of total HIP throughput crude and natural gas volumes,
respectively; third-party volumes are also originated through Hess,
essentially making Hess HIP's sole contract counter-party.
Midstream services are fully contracted and 100% fee based,
structured to minimize commodity price and volume risk. Ten-year
term contracts were initiated in January 2014, under which HIP has
unilateral rights to a 10-year contract renewal. Contracts are
structured under a cost of service construct designed to deliver a
fixed rate of return, which are re-set annually to maintain that
targeted rate of return, and further provide for minimum volume
commitments (MVCs), which are set on a rolling three-year basis.
The combination of fixed fee contracts underpinned with MVCs
generates a stable EBITDA stream, also affording upside through
production growth and the possibility of additional midstream asset
dropdowns, third-party acquisitions or joint ventures.

HIP has targeted debt leverage not to exceed 3.5x, expecting to
finance growth opportunities with a balanced mix of debt and
equity. Moody's expects distribution coverage to remain comfortably
in excess of 1x. Managing to these financial metrics further helps
support the Ba2 CFR, notwithstanding the growth-oriented, high
payout MLP structure embedded within HIP.

Moody's views HIP as possessing adequate liquidity. Pro forma for
the notes offering, HIP will have approximately $230 million of
September 30 balance sheet cash, with no borrowings outstanding
under HIP's $600 million secured revolving credit facility. Growth
capital spending is presumed to consume most of HIP's balance sheet
cash through 2018. The revolver has a 2022 scheduled maturity date.
Note proceeds will have repaid revolver outstandings and
permanently reduced a secured Term Loan A to $200 million. Note
proceeds will also fund a modest $50 million distribution to the
two partners.

The proposed $800 million senior unsecured notes are rated Ba3
(LGD-5), one notch below the Ba2 CFR in accordance with Moody's
Loss Given Default (LGD) methodology in consideration of the
priority claim that the $600 million secured revolving credit and
the $200 million Term Loan A have relative to the company's assets.
The revolver and Term Loan A are pari passu with respect to one
another and are rated Baa3 in accordance with Moody's LGD. Should
HIP choose to exercise the revolver's $450 million accordion
option, the secured rating could fall to Ba1.

The outlook is stable reflecting the contractual source of cash
flows which have been largely insulated from commodity price and
volume risk. HIP could be upgraded should EBITDA exceed $500
million with leverage remaining at or below 3.5x, and presuming HIP
remains insulated from commodity price and volume risk in the
incremental EBITDA through contract structure. HIP could be
downgraded should leverage widen out to exceed 4.5x, should asset
dropdowns to HESM erode cash flow and asset coverage, or should
dropdown proceeds not be used for debt reduction resulting in
increased leverage. Should Hess be downgraded to Ba2 or below, HIP
could be similarly downgraded.

The principal methodology used in these ratings was Midstream
Energy published in May 2017.

Hess Infrastructure Partners LP is headquartered in Houston,
Texas.



HESS INFRASTRUCTURE: S&P Assigns 'BB+' CCR, Outlook Stable
----------------------------------------------------------
Houston-based midstream energy partnership Hess Infrastructure
Partners L.P. (Hess Infrastructure) is proposing an issuance of
$800 million senior unsecured notes due 2026. The partnership plans
to use the proceeds of the offering to repay borrowings outstanding
under its revolving credit facility, to reduce the amount of
borrowings outstanding under its term loan A to $200 million, to
fund a $50 million distribution to its sponsors (Hess Corp. and
Global Infrastructure Partners), and to fund cash to balance
sheet.

S&P Global Ratings said it assigned its 'BB+' corporate credit and
senior unsecured ratings to Hess Infrastructure Partners L.P. (Hess
Infrastructure). The outlook is stable.

S&P said, "At the same time, we assigned our 'BBB-' issue-level
rating and '1' recovery rating to the company's senior secured
debt. The '1' recovery rating indicates our expectation that
lenders will receive very high (90%-100%; rounded estimate: 95%)
recovery in the event of a payment default. The senior unsecured
notes have a '3' recovery rating indicating our expectation that
lenders will receive meaningful (50%-70%; rounded estimate 55%)
recovery in the event of a payment default.

"The 'BB+' corporate credit rating on Hess Infrastructure reflects
our assessment of a fair business risk profile and modest financial
risk profile. The partnership is a 50/50 JV formed in 2015 between
Hess Corp. and Global Infrastructure Partners (GIP). Hess
Infrastructure has an 80% economic interest in various operating
assets and controls the general partnership of master limited
partnership (MLP), Hess Midstream Partners L.P. (unrated). We rate
Hess Infrastructure using a consolidated approach.

"The stable outlook reflects the stable rating outlook on JV
sponsor, Hess. We expect Hess to maintain FFO to debt between 25%
and 30% and debt to EBITDA below 3x over the next two years. On a
stand-alone basis, we expect Hess Infrastructure's consolidated
adjusted leverage to remain below 3x as a result of the company's
minimum volume commitments with Hess.

"A negative rating action on Hess would not automatically lead to a
negative rating action on Hess Infrastructure unless we believed
Hess Infrastructure's SACP was no better than 'bb'. On a
stand-alone basis, we could lower our ratings on Hess
Infrastructure if consolidated adjusted debt to EBITDA were
sustained above 4.5x.

"The most likely factor that would lead to a positive rating action
on Hess Infrastructure would be a similar rating action on Hess.
This could occur if Hess maintained FFO to debt of 45% and spending
decreased to within internally generated cash flows. Though
unlikely in the near term due to the limited scale and geographic
concentration, higher ratings could occur if we raised Hess
Infrastructure's SACP. This could occur if the partnership were
able to significantly improve its scale while maintaining credit
metrics below 4.5x."


HKD TREATMENT: Taps Good Schneider as Special Counsel
-----------------------------------------------------
HKD Treatment Options, P.C. seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to employ Good Schneider &
Fried as its special counsel.

The firm will continue to provide legal services related to two
administrative subpoenas duces tecum issued by the U.S. Department
of Justice to the Debtor, and represent the Debtor in any
litigation that may result.

The Debtor paid the firm a pre-bankruptcy retainer in the amount of
$10,000.

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

The firm can be reached through:

     Phillip G. Cormier, Esq.
     Good Schneider & Fried
     83 Atlantic Avenue
     Boston, MA 02110
     Phone: (617) 523-5933
     Email: pc@gscfboston.com

                  About HKD Treatment Options

HKD Treatment Options -- http://www.hkdtreatmentoptions.com/--
provides behavioral health counseling and treatment plans to help
patients recover from alcohol and drug addiction.

Based in Lowell, Massachusetts, HKD Treatment Options filed a
Chapter 11 petition (Bankr. D. Mass. Case No. 17-41895) on Oct. 20,
2017.  Hung K. Do, president and director, signed the petition.

Judge Elizabeth D. Katz presides over the case.

The Debtor hired Richard A. Mestone, Esq., at Mestone & Associates
LLC as its bankruptcy counsel; and Dennis and Associates as its
accountant.

The Debtor estimated less than $50,000 in assets and $1 million to
$10 million in liabilities.


HORIZON SHIPBUILDING: Taps Irvin Grodsky as Legal Counsel
---------------------------------------------------------
Horizon Shipbuilding, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Alabama to hire Irvin Grodsky,
P.C. as its legal counsel.

The firm will assist the Debtor in the preparation of a bankruptcy
plan and will provide other legal services related to its Chapter
11 case.

Irvin Grodsky, Esq., and Ruth Lichtenfeld, Esq., charge $275 per
hour and $150 per hour, respectively.  Paralegals charge an hourly
fee of $75.

The Debtor paid the firm a retainer in the sum of $23,377.55, plus
$1,717 for the filing fee.

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

The firm can be reached through:

     Irvin Grodsky, Esq.
     Irvin Grodsky, P.C.
     454 Dauphin St.
     Mobile, AL 36602-2404
     Email: igpc@irvingrodskypc.com
     Email: igrodsky@irvingrodskypc.com

                About Horizon Shipbuilding Inc.

Horizon Shipbuilding, Inc., an Alabama corporation, designs, builds
and repairs ships, boats, and barges up to 300' in length and 1500
tons launch weight.  Its customer base includes tug and barge
operators, the offshore oil industry, cruise and diving industry,
and specialized craft for the United States and foreign
governments.  Horizon Shipbuilding is located on the Southwestern
coast of Alabama, about 30 miles from the port of Mobile.

Horizon Shipbuilding sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ala. Case No. 17-04041) on October 24,
2017. Travis R. Short, president, signed the petition.  At the time
of the filing, the Debtor disclosed that it had estimated assets
and liabilities of $1 million to $10 million.


HOSTESS BRANDS: S&P Rates Restated $994MM 1st Lien Term Loan 'BB-'
------------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB-' issue-level
ratings to Hostess Brands LLC's proposed amended and restated $994
million first-lien term loan due 2023, extended from 2022.

S&P said, "The recovery rating is '2', indicating our expectation
for substantial (70% to 90%; rounded estimate: 70%) recovery in the
event of a payment default. The company plans to refinance its
existing first-lien term loan (which is rated 'BB-' with a '2'
recovery rating) with this amended, extended, and repriced
facility. The majority of terms remain the same as the existing
agreement. All ratings are subject to review upon receipt of final
documentation. We will withdraw the ratings on the company's
existing first-lien term loan following the close of this
transaction. Our other ratings, including the 'B+' corporate credit
rating and stable outlook on parent Hostess Holdco LLC, are
unaffected by this transaction."

This is a leverage-neutral transaction, which will help the company
modestly reduce its interest expense.  S&P said, "We estimate debt
leverage for the 12 months ended Sept. 30, 2017, of around 4x. We
forecast leverage will decline to below 4x by the end of 2017.
However, we expect Hostess to maintain leverage between 4x-5x over
the next 12-24 months because we expect the company to be
acquisitive. We expect the company to seek mostly tuck-in
acquisitions that can be funded with internal cash flows, and to
use a combination of equity and debt for any larger deals. Our
ratings on Hostess also reflects the company's participation in the
fragmented and highly competitive snack cake category (which is
susceptible to changes in consumer preferences as well as health
and wellness concerns); its narrow business and product focus; and
its customer, brand, and geographic concentration."

RECOVERY ANALYSIS

Key Analytical Factors

S&P's simulated default scenario contemplates a default occurring
in 2021, stemming from the loss of market share from increased
competition, or the inability to maintain profitability from higher
costs. This is exacerbated by weak overall growth in the snack cake
segment, which leads to substantial declines in revenue, cash flow,
and earnings.

-- Year of default: 2021
-- EBITDA at emergence: $141.9 million
-- Implied enterprise value multiple: 6x
-- Insolvency jurisdiction: U.S.

The default EBITDA of $141.9 million roughly reflects fixed-charge
requirements of about $78.7 million in interest costs (assuming a
higher rate because of default and includes prepetition interest),
$10.0 million in term loan amortization and $12.7 million in
minimal capital expenditure (capex) assumed at default. We make an
operational adjustment of 40% to bring the EBITDA decline in line
with similarly rated peers and because the company's fixed-charges
undervalue the company. We estimate a gross valuation of $851.4
million assuming a 6x EBITDA multiple based on the company's brand
strength.

Calculation of EBITDA at emergence:

-- Debt service assumption: $78.7 million (assumed default year
interest and amortization)
-- Minimum capex assumption: $12.7 million
-- Preliminary emergence EBITDA: $101.4 million
-- Operational adjustment: 40%
-- Emergence EBITDA: $141.9 million

Simplified Waterfall

-- Emergence EBITDA: $141.9 million
-- Multiple: 6x
-- Gross recovery value: $851.4 million
-- Net recovery value for waterfall after administrative expenses
(5%): $808.8 million
-- Obligor/non-obligor valuation split: 100%/0%
-- Collateral value available to secured first-lien debt: $808.8
million
-- First-lien secured debt claims: $1,088.4 million
-- Recovery range for senior secured debt: 70%-90%, rounded
estimate 70%

RATINGS LIST

  Hostess Brands Inc.
  Hostess Holdco LLC
   Corporate Credit Rating                    B+/Stable/--
  New Rating

  Hostess Brands LLC
   Senior Secured
    $993.762 mil 1st-lien term ln due 2023    BB-
     Recovery Rating                          2(70%)


HUDSON VALLEY DRYWALL: To Pay Unsecured Creditors in Full
---------------------------------------------------------
Hudson Valley Drywall, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of New York a small business disclosure
statement describing its plan of reorganization dated Nov. 3, 2017.


Under the plan, secured creditors are classified in Class 1, and
will receive a distribution of 100% of their allowed claims in
accordance with their applicable loan agreements. General unsecured
creditors are classified in Class 2, and will receive a
distribution of 100% of their allowed claims, to be distributed as
follows: 90 days following confirmation, the reorganized Debtor
will make a single lump-sum payment in full. Class 3, comprising
the Debtor's union creditors, will be paid according to a certain
settlement agreement between the Debtor and those creditors.

Payments and distributions under the Plan will be funded through
cash flow from operations and future income, primarily the net
proceeds generated from the Debtor's construction projects.

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

     http://bankrupt.com/misc/nysb17-35788-72.pdf

               About Hudson Valley Drywall Inc.

Hudson Valley Drywall, Inc. is a family-owned construction company
located in Beacon, New York, specializing in metal framing,
drywall, acoustical ceilings, doors, hardware and more, with over
50 years of combined construction experience.  

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 17-35788) on May 10, 2017.  Joseph
T. Kelly, vice-president, signed the petition.  

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


INTERNATIONAL RENTALS: Sale of Property to Fund Proposed Plan
-------------------------------------------------------------
International Rentals Corp. filed with the U.S. Bankruptcy Court
for the District of Maryland a disclosure statement for its
proposed plan of reorganization.

The Plan is based upon the belief that the reorganization of the
Debtor, through the sale of its Rockville, Maryland property will
generate significantly more funds for repayment of creditors than
if the bankruptcy case were converted to a Chapter 7 liquidation.

Class 6, which consists of all general unsecured claims, will
receive a pro-rata distribution (including interest at the federal
judgment rate, to the extent surplus funds are available) after
payment in full of claims in Classes 1 through 5, and all costs and
expenses of the administration of these proceedings. Payment to
this Class will be made within 90 days after the Effective Date. A
holder of a Class 6 Claim may agree to less favorable treatment.
Class 6 claims are an impaired class under the Plan.

The funds necessary to implement the Plan will be generated from
sale of the Property. The Plan requires the Debtor to sell the
Property by June 1, 2017, however if the Property and him and y is
not sold by that date, and there is at that time a ratified
contract for the sale of that property, then the debtor will have
an additional 45 days in which to close on that pending ratified
contract. Any net proceeds from the deposit and any proceeds
generated from the sale of the Property will be used to satisfy the
requirements of the Plan.

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

     http://bankrupt.com/misc/mdb17-15505-41.pdf

            About International Rentals Corp

International Rentals Corporation, a single asset real estate,
filed a Chapter 11 petition (Bankr. D. Md. Case No. 17-15505) on
April 20, 2017.  Jose A. Reig, president, signed the petition.  The
case is assigned to Judge Lori S. Simpson.  The Debtor is
represented by Steven H. Greenfeld, Esq., at Cohen, Baldinger &
Greenfeld, LLC.  At the time of filing, the Debtor estimated assets
and liabilities between $1 million and $10 million.


INVENERGY THERMAL: Moody's Affirms B1 Rating; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating on Invenergy
Thermal Operating I LLC's (Invenergy) first lien senior secured
credit facilities, outlook is negative.

The rated first lien facilities consist of a $340 million senior
secured first lien term loan B due 2022 ($312 million outstanding)
and a $70 million senior secured first lien revolver due 2020
utilized for working capital purposes (which includes an $8 million
L/C for collateral posting under the heat rate call option (HRCO)
at Ector). In addition to the first lien term loan B, Invenergy has
$204.7 million in outstanding second lien term loan C (unrated) and
approximately $403.5 million of proportional project level debt
(unrated). Total consolidated debt outstanding as of September 30,
2017 (adjusting for the proportional project level debt and
assuming a fully drawn revolver) is approximately $990 million.

RATINGS RATIONALE

The affirmation of the B1 first lien term loan rating reflects the
significant improvement in cash flow generation at the Nelson plant
in northern Illinois since the second quarter of the year, which is
expected to continue as a result of local transmission upgrades
completed in April 2017 that have led to considerable nodal basis
improvement for the plant. In addition, management has undertaken
further measures to both improve cash flow generation such as
entering into a 5-year heat rate call option (HRCO) for Ector's
entire capacity (a 330 MW plant in western Texas) as well as
reducing financial costs going forward by refinancing debt at the
Spindle Hill operating entity level and using proceeds to prepay
first lien debt.

For the twelve months ended September 30, 2017, the project's cash
flow was $49.6 million, or 90% above the same period in the prior
year of $27 million and in line with Moody's expectations. Although
this improvement is notable, it is still below Moody's original
anticipated levels of nearly $80 million (compared to roughly $90
million anticipated by the sponsor). Debt service coverage ratio
(DSCR) per Moody's calculation is expected to be above 1.0x for
full year 2017. By comparison, an equity cure of $9.9 million by
the sponsor was required in the 3Q of 2016 in order for the project
to remain in compliance with both debt service coverage covenant
and interest coverage covenant at the first lien and second lien,
respectively. Also, Invenergy had to utilize the PIK feature under
its second lien both in the Q4 2016 and Q1 2017, having accrued
$4.7 million in interest. Given the improved cash flow performance
at the Nelson plant, Moody's does not expect additional accruals of
second lien interest, or equity cures to meet financial covenants
in the foreseeable future. On a prospective basis, Moody's
anticipate total CFADS (after project distributions) to be on
average around $70 million per year through 2022, providing
necessary cushion to meet financial covenants on a prospective
basis, but remaining lower than the original expectation of B/Ba
range. Moody's also anticipate around $15 million per year on
average of excess cash flows to reduce first lien debt outstanding
through 2022.

In the 3Q 2017, unrated debt at Spindle Hill, a 314 MW peaker in
Colorado, was refinanced at lower cost which also permitted an
upsizing of the facility by approximately $29 million. Invenergy's
share of the proceeds through its 51% ownership were used to make a
$14 million mandatory prepayment under its first lien debt
outstanding. Given the principal repayment is applied in reverse
order of maturity per the credit agreement, annual mandatory
principal payments of $3.4 million on the first lien debt will not
be required in the last 3.5 years of the transaction (2019-2022),
which more than offsets the increased financing costs at Spindle
Hill associated with the facility upsize. Moody's views the
reduction in first lien debt outstanding and reducing mandatory
principal payments as credit positive, however it also acknowledges
the increase in opco level debt which is structurally ahead of the
first lien.

Operating performance at five of the plants has been satisfactory
during the first nine months of 2017 so far, but a sixth plant,
Hardee, a 370 MW combined cycle in Florida had a generator step-up
unit (GSU) failure in late June. Invenergy has been able to utilize
a spare GSU on site to remain operational but it is not sufficient
to support one of the simple cycle units which has remained
offline. The GSU has been shipped to a repair facility offsite and
not expected to return to service until Q1 2018. Invenergy expects
to receive property and business interruption insurance proceeds of
over $6 million in the 4Q 2017 or 1Q 2018, excluding deductibles.
As a result, cash flows associated with Hardee are not expected to
be significantly impacted during this six month period while the
repair of the GSU is completed.

St. Clair' dispatch, a 584 MW combined cycle in Ontario, also has
been negatively affected by the Ontario's Independent Electric
System Operator (IESO)'s cap and trade program which started
earlier this year. Although St. Clair has successfully amended its
"contract for differences" with the IESO enabling it to pass
through carbon costs for all deemed dispatch hours, it is operating
less. As a result, cash flows have not changed because losses in
physical energy revenue have been offset by capacity revenues.

Despite the above mentioned improvements, the borrower's credit
quality continues to reflect substantial holding company leverage,
a high-cost capital structure, and a portfolio of generating assets
that relies on merchant-based cash flows derived from a combined
cycle plant in northern Illinois for around 30% of cash available
for debt service (CFADS). Although a recently signed HRCO at the
Ector plant is expected to generate at least $6 million or so in
cash flows versus a flat to negative

contribution in FY 2016 and estimated for FY 2017, this is still
significantly below the level of cash flow generation originally
expected from the plant at above $20 million per year. Similarly,
although capacity factors have greatly improved at Nelson since the
completion of the Grand Prairie 345 KV transmission line
alleviating the congestion from the western part of Illinois into
the city of Chicago, oversupply and low natural gas prices continue
to maintain commodity prices below original expectations leaving
prospective CFADS to be weaker than originally anticipated,
reducing debt pay-down and heightening refinancing risk. The
completed transmission line could bring in additional renewable
supply from Midwestern wind farms which will likely weaken overall
market energy prices in the region. Moody's expect that nearly 70%
of the first lien term loan will remain outstanding at maturity
versus the 40% original expectation.

The B1 rating also acknowledges the priority security position of
the first lien lenders over the second lien. At nearly 40% of the
combined first and second lien term loan at Invenergy, the second
lien provides a reasonable cushion of capital junior to the first
lien that supports good recovery prospects for first lien lenders
relative to second lien lenders in a distressed scenario. That
said, the 1.1x first lien debt service coverage covenant (DSCR) and
1.05x second lien interest coverage covenant is a greater burden
for the project to achieve given its high cost capital structure
and ties the default probabilities of the first and second lien
debt much closer. Further, although the PIK feature of the second
lien allows for some flexibility in meeting the first lien DSCR,
only up to 50% of required second lien interest can be accrued and
the second lien interest covenant includes all required interest.

The negative outlook incorporates the uncertainty around the
borrower ability to reach sustainable cash flow generation
commensurate with Moody's expectations, coupled with the near-term
operating difficulties at the Hardee plant which are expected to be
solved by early next year but is still expected to have a negative,
albeit limited, impact on cash flow generation.

The rating is unlikely to be upgraded on account of the issuer's
heavily leveraged capital structure, financial performance which
has been significantly below original expectations over the past
two years, and expectations for continued lower cash flow
generation versus original projections resulting in increased
refinancing risk anticipated at maturity. The outlook could
stabilize should the contracted assets demonstrate consistent cash
flow and distributions and should the Nelson plant perform as
expected resulting in Invenergy comfortably meeting annual debt
service requirements for first and second debt holders leading to
first lien debt reduction through the excess cash flow sweep.
Moreover, further and meaningful debt reduction, or significantly
higher cash flow generation than anticipated which improves
financial metrics to FFO/debt that exceeds 12% and DSCR is greater
than 1.7x on a consistent basis,could lead to positive pressure.

The rating could be downgraded should cash flow be lower than
recently revised expectations leading to continued weak cash flow
generation and financial metrics of less than 6% FFO/Debt and 1.6x
DSCR. Additionally, draws on reserves or financial covenant
violations could also lead to a rating downgrade.

Invenergy holds Invenergy Clean Power LLC's interests in a
portfolio of six gas-fired plants located throughout the United
States and Canada. Three of the projects are wholly owned (St.
Clair (584 MW, Ontario), Nelson (584 MW, Illinois) and Ector (330
MW, Texas)) while the other three (Cannon Falls (357 MW,
Minnesota), Spindle Hill (314 MW, Colorado) and Hardee 370 MW,
Florida)) are joint ventures in which Invenergy holds a 51% share.

The principal methodology used in these ratings was Power
Generation Projects published in May 2017.


J G WENTWORTH: S&P Lowers ICR to 'D' Amid Restructuring
-------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on J.G.
Wentworth LLC (JGW) to 'D' from 'CCC-'. S&P said, "At the same
time, we lowered our issue-level rating on the company's senior
secured debt to 'D' from 'CCC-'. The recovery rating remains at
'4', indicating that creditors could expect average 30% recovery."

S&P said, "Our rating action reflects the company's announcement
that it is filing for Chapter 11 bankruptcy. JGW's planned terms
for restructuring propose cash consideration for senior secured
debtholders of the lesser of $45 million and the aggregate amount
such that at least $50 million of pro forma liquidity be maintained
on the company's balance sheet, as well as 95.5% of the reorganized
company's new common equity. In addition, the company will
reappoint its board of directors to reflect the new ownership after
the restructuring. The company expects to emerge from Chapter 11 in
or around January 2018.

"Our simulated default scenario contemplates a payment default in
2017. We assume a reorganization following the default, using an
emergence EBITDA multiple of 4x to value the company. The lower
multiple reflects a weaker business risk profile than peers'."

Simulated default assumptions

-- Simulated year of default: 2017
-- EBITDA at emergence: $37.7 million
-- EBITDA multiple: 4x

Simplified waterfall
-- Net enterprise value (after 3% administrative costs): $146.4   
million
-- Senior secured debt: $471.1 million
     --Recovery expectations: 30%


JOBS FOR BABCOCK: Taps James Joyce as Bankruptcy Counsel
--------------------------------------------------------
Jobs For Babcock I, LLC and Jobs For Babcock II, LLC have filed
separate applications seeking approval from the U.S. Bankruptcy
Court for the Western District of New York to hire James Joyce,
Esq., as their legal counsel.

Mr. Joyce will advise the Debtors regarding their duties under the
Bankruptcy Code and will provide other legal services related to
their Chapter 11 cases.

The Debtors propose to compensate the attorney at the rate of $250
per hour for his services.  Mr. Joyce received a retainer from the
Debtors in the sum of $1,500 prior to the petition date.

Mr. Joyce disclosed in a court filing that he does not hold or
represent any interest adverse to the Debtors' estates.

Mr. Joyce maintains an office at:

     James M. Joyce, Esq.
     4733 Transit Road
     Buffalo, NY 14043
     Phone: (716) 656-0600

                      About Jobs For Babcock

Jobs For Babcock I, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 17-12293) on October 23,
2017.  On October 24, 2017, Jobs For Babcock II, LLC filed a
Chapter 11 petition (Bankr. W.D.N.Y. Case No. 17-12296).  Jennifer
O'Neill, its president, signed the petitions.

At the time of the filing, the Debtors disclosed that they had
estimated assets of less than $500,000 and liabilities of less than
$100,000.


JOHN BASISTA: Sale of 50% Interest in Sewickley Property Approved
-----------------------------------------------------------------
Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized John J. Basista to sell
his 50% interest in the approximately 216 acres of tract located at
Brunazzi Road, Sewickley Township, Westmoreland County,
Pennsylvania, and identified as tax no. 58-06-00-0-008, to Daryl L.
Dermotta for $260,000 less a credit of $4,197 for a net sale price
of $255,801.

A hearing on the Motion was held on Nov. 7, 2017 at 10:00 a.m.
Objection deadline was Oct. 21, 2017.

The sale is free and divested of liens and claims, with said liens
and claims to attach to the proceeds of sale.

Following liens, expenses, and costs will immediately be paid at
the time of closing in the order of priority set forth.  Failure of
the closing agent to timely make and forward disbursements required
by the Order will subject the closing agent to monetary sanctions.

The proceeds of sale will be distributed at closing in the
following order of priority:

     a. $17,500 will be escrowed with Commonwealth Land Title
Insurance Co. ("CLTIC") for payment of any Pennsylvania
inheritance, Pennsylvania estate tax, and for Federal estate tax
which may be due as a result of John Basista's inheritance of the
Property and for the legal fees to pay for the preparation and
filing a Pennsylvania inheritance tax return but not to exceed
$2,500 and, in the event a surplus remains after payment of the
Taxes and legal fees, CLTIC will distribute the excess on a
prorated basis between the balance owed on the judgment of Elina M.
Dang judgment lien entered on June 30, 2016 at 15 JU 02075 in the
amount of $58,190 and the balance owed on the judgment of Liem Dang
and Khanh Doan judgment lien entered on June 30, 2016 at 15 JU
02075 in the amount of$232,755;

     b. Current real estate taxes for 2017 for the Debtor's
interest will be pro-rated t closing;

     c. 50% of unpaid real estate taxes for tax years pre-dating
for the entire tract will be paid by the Debtor with Buyer paying
his 50% share for the entire tract;

     d. 50% of sewer, water, and other municipal claims for
services rendered through date of closing for the entire tract with
Buyer paying his 50% share for the entire tract;

     e. the Debtor's share of real estate transfer taxes;

     f. Realtor commission in the amount of $20,800 will be paid to
Shale Consultants, LLC whose retention has been approved by the
Court;

     g. Costs of local newspaper and legal journal advertizing in
the amount of $1 14.40 to be paid to Gary W. Short.

     h. Court approved attorney’s fees of the Debtor's counsel,
Gary W. Short, in the amount of $6,474 (an itemization of service
and expenses was filed with the Court on Nov. 7, 2017);

     i. Balance owed to the Westmoreland County Adult Probation
Office related to a judgment entered on January 18, 1994 in the
amount of $7,458.94 at Docket No. 345-1994;

     j. The balance owed on a Pennsylvania Department of Revenue
tax lien recorded in Westmoreland County, Pennsylvania on April 3,
2014 in the amount of $3,316 at no. 1706-14 as per a pay off
statement to be provided by Revenue;

     k. Royalty Lender, Ltd. and the Debtor have settled an
objection which is pending against the claim of Royalty by agreeing
that (1) Royalty will be paid at closing the allowed secured claim
of $123,000 as of Oct. 1, 2017 with interest at 6% on the judgment
amount ($107,298) from Oct. 1, 2017 through closing less credits
for all royalty payments received by Royalty on or after Oct. 1,
2017 through closing; (ii) Royalty will hold the payment in escrow
until the Court approves the settlement; and (iii) the Debtor and
Royalty will file a stipulation to settle the objection as stated
within 15 days;

     l. The balance owed to the Westmoreland County Clerk of Court
related to ajudgment entered on Aug. 4, 2015 at 15EJ01651 in the
amount of $398;

     m. The balance owed on a Revenue tax lien recorded in
Westmoreland County, Pennsylvania on Sept. 22, 2015 at no. 4614-15
in the amount of $1 1,985 as per a pay off statement to be provided
by Revenue;

     n. $13,050 which represents John J. Basista's exemption claim
in the Property will be distributed as follows: $932 will be paid
to "Clerk, United States Bankruptcy Court" with the check marked
"filing fee, no. 16-24231  JAD" and mailed to U.S. Bankruptcy
Court, 5414 U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA
15219 and $12,118 will be paid to John J. Basista;

     o. The balance owed on the Livingston Financial, LLC judgment
at docket no. 09C109024 less $13,050;

     q. The remainder of the sale proceeds, if any, will be
prorated between the balance owed on the judgment lien of Elina M.
Dang entered on June 30, 2016 at 15 JU 02075 in the amount of
$58,190 and the balance owed on the judgment lien of Liem Dang and
Khanh Doan entered on June 30, 2016 at 15 JU 02075 in the amount of
$232,755; and

     r. The sale is free and clear of the Praecipe for Lis Pendens
filed by Elina M. Dang, Liem Dang, and Khanh Doan on Feb. 9, 2016.

If a dispute as to a payoffof any claim arises at closing which
cannot be resolved, the amount in dispute will be escrowed with
Debtor's counsel pending further order the Court.

The closing will occur within 45 days of the Order and within five
days following the closing, the Movant will file a report of sale
with a settlement statement attached.

Within five days of the date of the Order, the Movant will serve a
copy of the within Order on each Respondent and its attorney of
record , if any, upon any attorney or party who has answered the
Motion or appeared at the hearing; the attorney for the Debtor, the
Purchaser, and the attorney for the Purchaser, if any, and file a
certificate of service

The Purchaser:

          Daryl L. Dermotta
          416 Rodebaugh Road,
          Irwin, PA 15642

John J. Basista sought Chapter 11 protection (Bankr. W.D. Pa. Case
No. 16-24231 JAD).


KINDRED HEALTHCARE: Moody's Affirms B2 CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed Kindred Healthcare, Inc.'s
(Kindred) B2 Corporate Family Rating (CFR) and B2-PD Probability of
Default Rating. At the same time, Moody's raised the company's
Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The Ba3
rating on the senior secured term loan and the B3 rating on the
unsecured notes were also affirmed. The outlook is stable.

"The improvement in Kindred's liquidity rating stems from Moody's
outlook for improved free cash flow over the next 12-18 months,
higher cash balances and reduced borrowings on its revolving credit
facility," said Jessica Gladstone, Senior Vice President at Moody's
Investors Service. "Recent actions the company has taken, including
the discontinuation of the dividend, restructuring of its captive
insurance programs and the exiting of the skilled nursing business
have all improved Kindred's liquidity and better positioned the
company to manage through the difficult reimbursement environment,"
added Gladstone.

Ratings raised:

Speculative Grade Liquidity Rating to SGL-2 from SGL-3.

Ratings affirmed:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

Senior secured term loan at Ba3 (LGD2);

Senior unsecured notes at B3 (LGD5).

RATINGS RATIONALE

Kindred's B2 Corporate Family Rating is constrained by its high
financial leverage, which Moody's expect to remain around 6.0x
(defined as debt/EBITDA less minority interest expense) over the
next 12 months. Kindred also has a high reliance on the Medicare
program as a source of revenue, exposing it to risks associated
with changing government reimbursement for post-acute care
services. The credit profile is supported by Kindred's large scale
and position as one of the largest post-acute care service
providers by revenue and sites of service. Kindred will continue to
have good diversity by service line with a significant presence
across many segments of the post-acute care continuum.

The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's
expectation that Kindred will maintain good liquidity over the next
12-18 months. This will be supported by free cash flow of around
$150 million and substantial cash balances, which Moody's
anticipates will exceed $250 million by the end of 2017. Kindred
recently was able to release cash of approximately $281 million
that was previously restricted within its captive insurance
subsidiary. A portion of the proceeds were used to repay borrowings
under the company's ABL revolving credit facility expiring April
2019. Moody's anticipates availability of over $500 million on the
ABL over the next 12 months. Further, Moody's anticipates adequate
cushion under the financial maintenance covenants.

An upgrade could be considered if the company can effectively
mitigate reimbursement headwinds, sustains organic growth in both
revenue and earnings and sustains debt to EBITDA below 5 times.

A downgrade could result if material negative developments in
Medicare reimbursement lead to a significant deterioration in
operating performance, or if Moody's comes to expect that the
adjusted debt to EBITDA will be sustained above 6 times or if
liquidity weakens.

The stable rating outlook reflects Moody's expectation that Kindred
will be able to mitigate reimbursement pressures through
restructuring efforts, and volume growth in most of its business
lines.

Based in Louisville, Kentucky, Kindred Healthcare, Inc. is a
leading operator of long-term acute care hospitals (LTCH) and
inpatient rehabilitation facilities (IRFs). It is also one of the
largest providers of home healthcare and hospice services as well
as contract rehabilitation services to third party facility
operators in the US. The company has nearly exited the skilled
nursing facility (SNF) business. Following the completion of the
exit of this business, annual revenues will approximate $6
billion.

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


LANTHEUS HOLDINGS: S&P Raises CCR to B+, Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Lantheus
Holdings Inc. to 'B+' from 'B'. The outlook is stable.

S&P said, "At the same time, we raised our issue-level rating on
Lantheus' senior secured credit facility, which consists of a $75
million cash flow revolver and $275 million term loan B, to 'B+'
from 'B'. The recovery rating on this debt is '3', indicating
expectations for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a payment default.

"Our upgrade on Lantheus reflects its strong operating performance
for the first nine months of 2017, reinforcing our expectation that
the company will be able to sustain its improved financial metrics
going forward, despite increased domestic competition and ongoing
pricing pressures. However, the company has a narrow business
focus, high product and geographic concentration, and is relatively
small, all of which makes it particularly susceptible to pricing
pressure. Lantheus also has a limited product pipeline and its
top-selling echocardiography product, DEFINITY, may soon face
generic competition. For these reasons, we consider business risk
high.

"Our stable outlook on Lantheus is based on our expectation that
company will be able to maintain market leadership, despite a
likely increase in domestic competition in the near term and
continued pricing pressure.

"We could lower the rating if Lantheus is unable to withstand
competitive pressures or reverses its newly conservative financial
policy, resulting in a deterioration of credit measures. This could
occur if Lantheus is unable to increase volume or prices, causing
revenue growth to flatten and its EBITDA margin to decline by 300
basis points, and pushing leverage above 4.0x with limited
prospects for improvement.

"Although highly unlikely, we could raise the rating if Lantheus is
able to meaningfully broaden its product offerings and scale while
continuing to grow its currently commercialized business, despite
increased pricing pressure or increasing domestic competition from
Curium. This would include EBITDA margins sustained around 25%,
with leverage maintained below 4.0x."


LIBERTY INTERACTIVE: Fitch Affirms 'BB' LT Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Long-Term Issuer Default Rating
(IDR) for Liberty Interactive LLC, (Liberty) and QVC Inc. (QVC).
The Rating Outlook is Stable.  As of Sept. 30, 2017, Liberty had
approximately $8.2 billion of debt outstanding, including
approximately $5.4 billion at QVC.

KEY RATING DRIVERS

Consolidated Profile Drives Ratings: The ratings for Liberty and
its wholly owned subsidiary QVC reflect the consolidated legal
entity/obligor credit profile. Based on Fitch's interpretation of
Liberty's indentures, the company could not spin out QVC without
bondholder consent as a spinoff would trigger the "substantially
all" asset disposition restriction in the Liberty indentures.
Liberty is a wholly owned subsidiary of Liberty Interactive
Corporation (LIC).

GCI Acquisition: On April 4, 2017, LIC announced the $2.7 billion
all-stock acquisition of General Communication, Inc. (GCI) and
subsequent tax-free spinoff of GCI Liberty, Inc. (GCI Liberty), an
entity created following the contribution of certain assets and
liabilities of Liberty Ventures Group (Liberty Ventures), a wholly
owned subsidiary of Liberty, to GCI (collectively, the GCI
transactions). Prior to its contribution to GCI, Liberty Ventures
will reattribute certain assets and liabilities to Liberty, which
will then be renamed QVC Group, Inc.

Liberty Ventures' reattribution to Liberty will include $750
million of 1.75% Charter Exchangeable Debentures due 2046 (Charter
Debentures) and approximately $590 million of additional cash, an
amount equal to the net present value of the Charter Debentures and
accrued interest payments through Oct. 2, 2023. In addition, GCI
Liberty will provide an indemnification for any payments made by
Liberty to meet any excess adjusted principal and interest
payments, with the total amount paid partially offset by tax
benefits accruing from the early extinguishment of the Charter
Debentures. GCI Liberty will also provide Liberty with a negative
pledge, thereby requiring GCI Liberty to maintain an amount of
underlying Charter shares equal to any outstanding Charter
Debentures. Within six months of the transactions closing, Liberty
will offer to purchase the Charter Debentures on terms and
conditions reasonably acceptable to GCI Liberty. GCI Liberty will
indemnify Liberty for each Charter Debenture repurchased in any
amount in excess of the $590 million of cash stated above plus any
tax benefit retained by Liberty from the retirement of such
debentures at a premium.

Fitch believes the GCI transactions are neutral to the ratings.
They represent a credit positive to QVC, given leverage
improvements from the reattributions, and a credit negative to
Liberty, as the transfer of assets to GCI Liberty reduces asset
coverage for Liberty's unsecured debt.

HSN Acquisition: On July 6, 2017, LIC announced the $2.6 billion
acquisition of the 61.8% interest of HSN, Inc. (HSN), to be held by
LIC, that Liberty does not already own in an all-stock transaction.
Fitch believes the acquisition is neutral to both Liberty's and
QVC's ratings, as it reduces Liberty's gross leverage and improves
unsecured debt coverage. Fitch has always relied materially on QVC
and viewed Liberty's other assets as providing incremental support
for the rating.

Fitch believes the acquisition is a credit positive for Liberty
given HSN's full consolidation and decline in Liberty's gross
leverage and will initially be credit neutral to QVC as any
operational benefits, including $75 million to $110 million of
expected cost synergies, are not expected to be fully realized for
three to five years.

Ratings Reflect M&A Activity: The ratings incorporate the GCI
transactions and the acquisition of the HSN shares it does not
already own. Pro forma for these transactions and assuming QVC
repays debt with the full $329 million of cash included as part of
Liberty Ventures' reattribution to Liberty, Fitch estimates QVC's
gross leverage at 2.6x and Liberty's gross leverage at 3.6x as of
Sept. 30, 2017. Fitch continues to expect QVC will reduce total
leverage to its 2.5x target within the next six to nine months.

QVC Debt Ratings: Fitch rates both QVC's senior secured bank credit
facility and the senior secured notes 'BBB-', two notches higher
than QVC's IDR. The secured issue rating reflects what Fitch
believes QVC's stand-alone ratings would be.

Recent Operating Weakness: Fitch recognizes QVC's ability to manage
product mix and adapt to its customers' shopping preferences.
However, QVC has been experiencing ongoing top-line weakness across
several product categories including jewelry and electronics. Fitch
will continue to pay close attention to QVC's operating performance
over the next few quarters to determine the breadth, depth and
tenor of this weakness.

Cash Deployment: Fitch expects Liberty's FCF to be dedicated to
share repurchases and debt reduction. Fitch expects QVC to manage
to its stated 2.5x leverage target within six to nine months
primarily through debt repayment, which is expected to include
approximately $329 million of cash to be reattributed to QVC as
part of the GCI Transactions, and EBITDA growth.

DERIVATION SUMMARY

Liberty/QVC is well positioned within the retail sector given its
loyal customer base, with 93% of FY16 sales generated by repeat and
reactivated customers, and an increasing global ecommerce presence,
which generated $4 billion of FY16 net revenues. It offers a wide
variety of consumer products, marketed and sold primarily by
merchandise-focused televised shopping programs distributed to more
than 360 million households daily, the Internet and mobile
applications. The HSN acquisition will further solidify the
company's position as the largest provider of television retailing
and a leading multimedia retailer. Nordstrom, Inc. (BBB+/Stable),
Kohl's Corporation (BBB/Negative), Macy's Inc. (BBB/Negative) and
Dillard's (BBB-/Stable) are rated higher than Liberty/QVC due
primarily to lower leverage while all but Dillard's have larger
revenue bases.

KEY ASSUMPTIONS

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

-- HSN acquisition closes in 4Q17, includes the assumption of
    $529 million of debt. Low to mid-single digit revenue growth
    and high single digit margins projected over the rating
    horizon;

-- QVC revenues return to slight positive growth in 4Q, with low
    to mid-single digit growth thereafter, while zulily sees high
    single digit growth annually;

-- Consolidated margins fall approximately 200 b.p. with the
    inclusion of HSN given its lower margins. Thereafter they grow

    annually due to revenue growth and the realization of the $75
    to $100 million of expense reductions over the rating horizon;

-- FCF generation of between $880 million to $1.2 billion
    annually;

-- FCF and debt issuance fund debt repayment and $800 million of
    share buybacks;

-- During 2018, QVC's total leverage decline below 2.5x and
    remains roughly in that area due to debt issuance.

RATING SENSITIVITIES

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

-- Fitch believes if Liberty were to manage to more conservative
    leverage targets, ratings could be upgraded.

-- Liberty would need to demonstrate sustained gross unadjusted
    leverage below 3.5x and QVC's unadjusted gross leverage
    reduced to below 2x.

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

-- Negative action could occur if QVC does not return leverage to

    2.5x within six to nine months.

-- If financial policy changes, including more aggressive
    leverage targets and asset mix changes weakening bondholder
    protection.

-- If there are unexpected revenue declines in excess of 10% that

    materially drive declines in EBITDA and FCF, and result in
    QVC's leverage exceeding 2.5x in the absence of a credible
    plan to reduce leverage.

LIQUIDITY

Liquidity is adequate: Fitch believes QVC's liquidity will be
sufficient to support operations and its expansion into other
markets. Fitch expects near-term debt repayment, acquisitions and
share buybacks to be a primary use of FCF. Fitch calculates FCF of
approximately $1.4 billion for the last 12 months ended June 30,
2017. Fitch expects FCF to be in the $1.2 billion to $1.3 billion
range in 2017. Fitch recognizes that in the event of a liquidity
strain at Liberty, QVC could provide funding to support debt
service (via intercompany loans), or the tracking stock structure
could be collapsed. Liberty's consolidated liquidity as of June 30,
2017 included $905 million in readily available cash, $941 million
available under QVC's $2.65 billion revolving credit facility
(RCF), the majority of which expires in June 2021 (see below), and
$2.3 billion in available-for-sale investments.

Liberty has $1.2 billion of near-term maturities that are only
classified as near-term because Liberty does not own the underlying
shares needed to redeem the debentures. However, Liberty has no
intention or requirement to redeem them in the near term, and their
maturities range from 2029 to 2031. QVC's actual maturities are
manageable, with $400 million of 3.125% senior secured notes due in
2019, a $140 million revolving credit facility (RCF) tranche
maturing in 2020, and the remaining $2.5 billion RCF tranche
maturing in 2021.

FULL LIST OF RATING ACTIONS

Fitch affirms the following ratings:

Liberty Interactive LLC
-- IDR at 'BB';
-- Senior unsecured at 'BB/RR4'.

QVC
-- IDR at 'BB'.
-- Senior secured debt at 'BBB-/RR1'.

The Rating Outlook is Stable.


LIFETIME INDUSTRIES: Taps Bond & Bond as Auctioneer
---------------------------------------------------
Lifetime Industries, Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Bond & Bond
Auctioneers and Realty.

In a court filing, the Debtor proposes to employ the firm to
auction its remaining inventory and equipment, and pay the firm
according to this fee arrangement:

     (i) $8,500 base, 15% commission on six larger items of
machinery, 10% on everything else, Debtor to pay for all
advertising and Bidspotter Online Services charges, and buyers to
pay 2.5% usage or processing fee for all credit card and check
purchases.

    (ii) There is no buyer's premium.

Oscar Ed Bond, an auctioneer employed with Bond & Bond, disclosed
in a court filing that he and his firm do not represent any
interest adverse to the Debtor or its estate.

The firm can be reached through:

     Oscar Ed Bond
     Bond & Bond Auctioneers and Realty
     2301 N. Cesar Chavez Rd.
     San Juan, TX 78589
     Tel:  (956) 283-0422
     Fax: (956) 283-0452
     Email:  pbond1@rgv.rr.com

                   About Lifetime Industries Inc.

Lifetime Industries, Inc. has been in the business of supplying
floor tile, countertops and other building materials to the
construction industry in McAllen, Texas and the lower Rio Grande
Valley for some 30 years.

The Debtor filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
17-70441) on Nov. 7, 2017.  Jim Lattimore, 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 $1,000,001
to $10,000,000.

Judge George W. Emerson Jr. presides over the case.

The Debtor is represented by the Law Office of Kurt Stephen, PLLC.


LIGHTHOUSE NETWORK: Moody's Affirms B2 CFR; Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service affirmed Lighthouse Network, LLC's B2
Corporate Family Rating ("CFR") and B2-PD Probability of Default
Rating ("PDR"). Concurrently, Moody's assigned a B1 rating to the
company's proposed first lien term loan and revolving credit
facility and a Caa1 rating to the proposed second lien term loan.
The rating action follows Lighthouse's announcement of plans to
refinance its debt structure with incremental proceeds to be used
to fund the acquisition of a payment platform provider, resulting
in a moderate increase in leverage. Moody's will withdraw the
existing ratings on the company's first and second lien credit
facilities upon completion of the planned financing. The outlook
remains stable.

Moody's affirmed the following ratings:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

Moody's assigned the following ratings:

Senior Secured First Lien Revolving Credit Facility expiring 2022
-- B1 (LGD3)

Senior Secured First Lien Term Loan due 2024 -- B1 (LGD3)

Senior Secured Second Lien Term Loan due 2025 -- Caa1 (LGD5)

RATINGS RATIONALE

Lighthouse's B2 CFR, which is weakly positioned, is constrained by
the company's relatively high pro forma debt leverage of nearly 6x
as of September 30, 2017, limited scale, and a concentrated
customer focus on restaurants and retailers, as well as small and
medium-sized service providers which historically have exhibited
high attrition and chargeback liabilities. The rating also factors
in integration and execution risks following a series of recent
acquisitions, the company's reliance on indirect sales channels,
including Independent Sales Organizations ("ISO"), for a
substantial portion of revenues, and the potential for incremental
debt-funded acquisitions and shareholder distributions. However,
these risks are partially offset by Lighthouse's predictable,
recurring transaction-based revenue stream and a business model
which increasingly incorporates proprietary point-of-sale ("POS")
platform solutions to solidify the company's customer
relationships.

Lighthouse's adequate liquidity position is supported by
approximately $5 million in pro forma cash on the company's balance
sheet as of September 30, 2017 and Moody's expectation that
Lighthouse's will generate free cash flow approaching 5% of debt on
an annual basis over the intermediate term. Potentially
considerable customer acquisition costs relating to the company's
aggressive growth strategy to cross sell payment processing
services and POS products to an installed client base from recently
announced acquisitions are expected to weigh on the company's free
cash flow. However, Lighthouse's liquidity is supplemented by an
undrawn $40 million revolving credit facility. While the company's
term loans are not subject to financial covenants, the revolving
credit facility has a springing covenant which is not expected to
be in effect over the next 12-18 months.

The stable outlook reflects Moody's expectation that Lighthouse
will generate strong organic net revenue growth over the next 12
months driven principally by the expansion of the company's
customer base and ongoing adoption of Lighthouse's POS platform
solutions among its clients. Operating leverage benefits and cost
synergies from the integration of recently announced acquisitions
should drive healthy EBITDA growth over this period, bringing debt
leverage down to the low 5x level.

Factors that Could Lead to an Upgrade

The rating could be upgraded if Lighthouse profitably expands its
market share, successfully integrates recently announced
acquisitions, and adheres to a conservative financial policy. These
measures, in conjunction with debt repayments that would reduce
debt to EBITDA (Moody's adjusted) to below 4.5x and increase free
cash flow to debt (Moody's adjusted) to above 10% for an extended
period would add upward ratings pressure.

Factors that Could Lead to a Downgrade

The rating could be downgraded if Lighthouse experiences
disruptions stemming from competitive pressures or integration
challenges related to recently announced acquisitions, causing the
company's debt to EBITDA (Moody's adjusted) to rise above 6.0x or
free cash flow to weaken to minimal levels on a sustained basis.

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

Lighthouse is a merchant acquirer and integrated payment solutions
provider, principally serving small and medium merchants across the
United States. The company is owned by Searchlight Capital
Partners, L.P. and Rook Holdings, Inc. Pro forma for recently
announced acquisitions, Moody's expects net revenue (gross revenue
net of interchange expense and related fees) to approximate $230
million in 2018.


LIMITED STORES: Unsecureds to Get Less Than 1% from Sale Proceeds
-----------------------------------------------------------------
LSC Wind Down, LLC, f/k/a Limited Stores Company, LLC, and its
affiliates filed with the U.S. Bankruptcy Court for the District of
Delaware a Disclosure Statement with respect to a Modified Joint
Chapter 11 Plan of Liquidation dated November 2, 2017.

During the course of the Debtors' bankruptcy cases, the Debtors
sold substantially all of their remaining Estate Assets, which
included the Debtors' intellectual property and related assets and
remaining inventory. The net proceeds received by the Debtors upon
the sale of substantially all of their remaining Estate Assets were
used to indefeasibly pay the DIP Facility Claim and Pre-petition
Term Secured Claim in full.

The remaining proceeds of the sale of the Estate Assets, the
collection and liquidation of remaining Estate Assets of the
Debtors and the proceeds of Third Party Claims will be used to make
payments, to the extent of available cash, to Holders of Allowed
Claims in the order of priority under section 507 of the Bankruptcy
Code, including Allowed Administrative Claims (including
Professional Fee Claims), Allowed Priority Tax Claims and Allowed
Claims in Class 1, Class 2, Class 3, Class 4, Class 5, and Class 6.


Each holder of an allowed Class 7 general unsecured claim will
receive its pro rata share of Plan Trust Interests after payment in
full of (or reserve for) Plan Trust Expenses, all Allowed
Administrative Claims (including Professional Fee Claims), Allowed
Priority Tax Claims and Allowed Claims in Class 1, Class 2, Class
3, Class 4, Class 5, and Class 6.  

Distributions on account of allowed Class 7 general unsecured
claims will be made as soon as reasonably practicable after the
Effective Date and after the reconciliation of all Disputed General
Unsecured Claims, unless the Plan Trustee, in his, her or its sole
discretion, determines that an earlier distribution is practicable
consistent with the Plan and Plan Trust Agreement.  

The Debtors estimate that a maximum of approximately $153,409,153
in General Unsecured Claims could be allowed. Recovery is
approximately less than 1%.

A full-text copy of the the Disclosure Statement is available for
free at https://is.gd/MkxQQf

Counsel for the Debtors:

            Domenic E. Pacitti, Esq.
            Michael W. Yurkewicz, Esq.
            KLEHR HARRISON HARVEY BRANZBURG LLP  
            919 Market Street, Suite 1000
            Wilmington, DE 19801
            Telephone: (302) 426-1189
            Facsimile: (302) 426-9193
            Email: dpacitti@klehr.com  
                   myurkewicz@klehr.com

                  About Limited Stores Company

Limited Stores Company, LLC, et al., comprise a multi-channel
retailing company operating under the name "The Limited," which
specializes in the sale of women's clothing.

Founded in 1963 as a single store, Limited Stores expanded over the
past five decades to become a household name throughout the United
States for women's apparel.  At its peak, Limited Stores operated
approximately 750 retail brick and mortar store locations in the
United States as well as an e-commerce channel, which was
accessible through the Web site at http://www.TheLimited.com/     


Limited Stores Company, LLC, Limited Stores, LLC, and The Limited
Stores GC, LLC, filed voluntary petitions under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10124) on Jan. 17,
2017, blaming, among other things, the shift of consumer preference
from shopping at brick and mortar stores to online shopping.  The
petitions were signed by Timothy D. Boates, its authorized
signatory.

Limited Stores estimated $10 million to $50 million in assets and
$100 million to $500 million in liabilities. The Debtors tapped
Klehr Harrison Harvey Branzburg LLP as counsel; and Donlin, Recano
& Company, Inc., as notice, claims and balloting agent.

On Jan. 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Kelley Drye & Warren
LLP is the proposed counsel to the Official Committee of Unsecured
Creditors.


MARTIN'S FISHING: Taps Mullin Hoard as Legal Counsel
----------------------------------------------------
Martin's Fishing Tools and Rentals, Inc. seeks approval from the
U.S. Bankruptcy Court for the Western District of Texas to hire
Mullin Hoard & Brown, LLP as its legal counsel.

The firm will assist the Debtor in the preparation of a bankruptcy
plan and will provide other legal services related to its Chapter
11 case.

The firm's hourly rates range from $200 to $420 for partners and
associates and from $80 to $125 for paralegals and law clerks.  It
received a retainer in the sum of $35,000.

David Langston, Esq., disclosed in a court filing that his firm has
no connection with any creditor of the Debtor's estate.

The firm can be reached through:

     David R. Langston, Esq.
     Mullin Hoard & Brown, LLP
     P.O. Box 2585
     Lubbock, TX 79408-2585
     Tel: (806) 765-7491
     Fax: (806) 765-0553
     Email: drl@mhba.com

            About Martin's Fishing Tools and Rentals

Martin's Fishing Tools and Rentals, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No.
17-70158) on September 27, 2017.  Linda Martin, its president,
signed the petition.

At the time of the filing, the Debtor disclosed that it had
estimated assets of $100 million to $500 million and liabilities of
$1 million to $10 million.

Judge Tony M. Davis presides over the case.


METRO NEWSPAPER: Unsecureds to Recoup 5-10% Under Latest Plan
-------------------------------------------------------------
Metro Newspaper Advertising Services Inc. filed with the U.S.
Bankruptcy Court for the Southern District of New York a first
amended disclosure statement for its chapter 11 liquidating plan.

Under the latest plan, Class 3 Allowed General Unsecured Claim
holders will share in a distribution on a Pro Rata basis of the
remaining monies in the Plan Distribution Fund, up to 100%, after
payment in full of all Allowed unclassified, Class 1 Claims, Class
2 Claims, and the Post-Confirmation Date Reserve, subject to the
provisions in the Settlement Agreement as to tronc's Class 3 Claim.
The Debtor estimates that Class 3 Claims total approximately
$13,000,000, with an estimated, approximate 5-10% Pro Rata
distribution. Class 3 Claims are impaired under the Plan and are
allowed to vote on the Plan.

The initial version of the plan estimated that Class 3 claimants
will get an approximate 7% pro rata distribution.

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

     http://bankrupt.com/misc/nysb17-22445-134.pdf

     About Metro Newspaper Advertising Services Inc.

Based in Yonkers, New York, Metro Newspaper Advertising Services,
Inc. -- http://www.metrosn.com-- is a comprehensive advertising
resource that specializes in newspapers and all newspaper related
products, both print and digital.

Metro Newspaper Advertising Services filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 17-22445) on March 27, 2017.  The
petition was signed by Phyllis Cavaliere, chairman & CEO.  In its
petition, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities.

Judge Robert D. Drain presides over the case.  

Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, serves as bankruptcy counsel to the Debtor.

The official committee of unsecured creditors formed in the case
retained Lowenstein Sandler LLP as its legal counsel.


MICROSEMI CORP: Moody's Hikes CFR to Ba2; Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded Microsemi Corporation's ratings:
Corporate Family Rating ("CFR") to Ba2 from Ba3, Probability of
Default Rating ("PDR") to Ba2-PD from Ba3-PD, and Senior Unsecured
rating to B1 from B2. Moody's also affirmed the Senior Secured
rating at Ba2 and the Speculative Grade Liquidity ("SGL") rating at
SGL-2. The outlook is stable.

The upgrade to the ratings reflects Microsemi's repayment of
approximately $1.1 billion (including $171 million of senior
unsecured notes) of the $1.9 billion of debt incurred to fund the
acquisition of PMC-Sierra, Inc ("PMC") in January 2016, Moody's
expectation that Microsemi will follow balanced financial policies,
and the successful integration of PMC, which Moody's expects will
allow Microsemi to maintain an EBITDA margin in excess of 30%
(Moody's adjusted). The acquisition of PMC greatly expanded
Microsemi's product offering to the data center end market,
providing both an important diversification to Microsemi's revenue
base and increasing Microsemi's exposure to the rapidly growing
data center end market.

Upgrades:

Issuer: Microsemi Corporation

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

-- Corporate Family Rating, Upgraded to Ba2 from Ba3

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

    from B2 (LGD6)

Outlook Actions:

Issuer: Microsemi Corporation

-- Outlook Remains Stable

Affirmations:

Issuer: Microsemi Corporation

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

-- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3)

RATINGS RATIONALE

The Ba2 Corporate Family Rating ("CFR") reflects Microsemi's small
scale relative to other high performance analog ("HPA")
semiconductor firms and Microsemi's acquisitive growth strategy,
which results in periods of elevated financial leverage following
large debt-funded acquisitions. Moody's believes that the increase
in leverage resulting from the January 2016 acquisition of PMC,
which went well beyond levels reached following previous
acquisitions, suggests that Microsemi has a greater tolerance for
high leverage in funding acquisitions.

Nevertheless, Moody's believes that Microsemi holds strong niche
market positions in some of its HPA and mixed-signal segments.
Moody's also anticipates that, absent further acquisitions,
Microsemi will continue to deleverage, as steadily increasing
EBITDA and scheduled debt repayments will drive debt to EBITDA
toward 3x (Moody's adjusted) over the next 12 to 18 months.

The stable outlook reflects Moody's expectation that continued
revenue growth in the low to mid single digits percent, combined
with operating leverage, will drive further improvement in the
EBITDA margin, which Moody's expects will remain above 30% (Moody's
adjusted). Moody's expects that increased EBITDA, combined with
scheduled debt repayments, will reduce leverage towards 3x debt to
EBITDA (Moody's adjusted) over the next 12 to 18 months.

The ratings could be upgraded if:

* Revenues approach $2.5 billion, with acquisitions supplemented by
organic revenue growth and

* Debt to EBITDA (Moody's adjusted) is sustained below 2.5x and

* Microsemi maintains a good liquidity profile

The ratings could be downgraded if:

* Microsemi is losing market share.

* EBITDA margin is less than 25% (Moody's adjusted) or

* Microsemi engages in debt funded share repurchases or
distributions such that debt to EBITDA (Moody's adjusted) is
sustained above 3.5x

The Ba2 rating on the Senior Secured Credit Facilities (Revolver,
Term Loan A, and Term Loan B), equal to the Ba2 CFR, reflects the
collateral and relatively modest cushion of structurally
subordinated unsecured liabilities. Microsemi repaid a portion of
the senior unsecured notes, which reduced the cushion of unsecured
liabilities by $171 million. The B1 rating on the Senior Unsecured
Notes reflects the absence of collateral and the large amount of
secured debt, which is structurally senior to the Senior Unsecured
Notes.

The SGL-2 rating recognizes Microsemi's good liquidity. This is
supported by Moody's projection of free cash flow of at least $450
million over the near-term. This reflects the relatively strong
conversion of EBITDA to FCF owing to the low, seasonal working
capital and capex needs of Microsemi's 'fab-lite' analog business
model. Additional liquidity is provided by the $375 million senior
secured revolver due 2021. Moody's expects the combination of
revolver availability and cash to provide at least $300 million of
liquidity over the near term.

Microsemi Corp., based in Aliso Viejo, California, is a global
supplier of high-performance analog and mixed signal integrated
circuits as well as high reliability discrete semiconductors
targeted to the aerospace & defense, communications, data center,
and industrial end markets.

The principal methodology used in these ratings was Semiconductor
Industry Methodology published in December 2015.


MIH PARENT: S&P Affirms 'B-' Corp Credit Rating on Dividend Recap
-----------------------------------------------------------------
MIH Parent Inc., parent company of Property and Casualty (P&C)
claims technology solutions provider Mitchell International Inc.,
plans to refinance its debt and pay a $381 million dividend with
the proceeds from new bank credit facilities. The new issuance will
consist of a $1.08 billion first-lien credit facility (including a
$75 million revolver, $930 million first-lien term loan, and $75
million delayed-draw term loan) and a $450 million
second-lien term loan.

S&P Global Ratings is thus affirming its 'B-' corporate credit
rating on San Diego-based MIH Parent Inc. The outlook is stable.

S&P said, "At the same time, we assigned our 'B-' issue-level
rating with a '3' recovery rating to MIH Parent's $1.08 billion
first-lien credit facilities, which consist of a $75 million
five-year revolving credit facility and a $1.005 billion seven-year
term loan (of which $75 million is delayed-draw). We expect the
revolving credit facility to be undrawn at close of the
transaction. The '3' recovery rating indicates our expectations for
meaningful recovery (50%-70%; rounded estimate: 65%) of principal
in the event of a payment default.

"We also assigned our 'CCC' issue-level rating with a '6' recovery
rating to the company's $450 million second-lien term loan. The '6'
recovery rating indicates our expectations for negligible recovery
(0%-10%; rounded estimate: 0%) of principal in the event of a
payment default.

"Despite S&P Global Ratings-adjusted leverage increasing to the 9x
area following the recapitalization, the corporate credit rating
affirmation reflects our view that Mitchell International will
maintain adequate liquidity, continue to experience growth in all
segments, and modestly deleverage through earnings growth. We view
the company's leadership positions in the fast-growing Casualty
segment and relatively stable APD segment as favorable to support
the higher leverage. Additionally, the company's recent initiative
to buy and expand pharmacy solution companies has enabled
cross-selling with Mitchell's developed Casualty segment.  

"The outlook on Mitchell is stable, based on our expectation that
strong market positions in casualty and APD will generate positive
free cash flow, maintain adequate liquidity, and reduce leverage
modestly, in spite of a higher interest burden and investment
initiatives.  

"Over the next 12 months, we could lower the rating if liquidity is
viewed as less than adequate. This could occur with loss of
leadership positions in the casualty or APD segments, large
customer losses, or a decline in recurring revenues such that free
operating cash flow (FOCF) becomes negative. A tightening of the
revolvers' springing financial covenant such that EBITDA cushion is
less than 10% may also trigger a downgrade. Future debt refinancing
at unfavorable interest costs compared with a low free cash flow
base or large debt-funded acquisitions that lead to adjusted
leverage above 10x and negative free cash flow to debt may also
result in a downgrade.   

"Although unlikely over the next 12 months, we could raise the
rating if the company reduces its adjusted leverage below the
mid-7x area on a sustained basis and its FOCF-to-debt ratio reaches
the mid-single-digit percentage area."


MISSIONARY ASSEMBLY: Seeks to Hire RJ Govoni Construction
---------------------------------------------------------
Missionary Assembly of God of Marlborough, Inc. seeks approval from
the U.S. Bankruptcy Court for the District of Massachusetts to hire
a contractor.

The Debtor proposes to employ RJ Govoni Construction Corp. to do
the excavation and other work related to the remediation of minor
environmental contamination on its real property located at 373
Lincoln Street, Marlborough, Massachusetts.

The total cost is estimated to be $11,950 but may be slightly more
depending on the actual circumstances once the work begins,
according to the Debtor.

The Debtor anticipates that it will have sufficient cash on hand to
pay the total cost.

No pre-bankruptcy relationship existed between the Debtor and RJ
Govoni, according to court filings.

                  About Missionary Assembly of
                    God of Marlborough Inc.

Missionary Assembly of God of Marlborough Inc. is a religious
corporation as defined by Massachusetts law, and a Sec. 501(c)(3)
charitable organization that operates as church for Christian
fellowship.  Its financial problems stem in part from a decline in
attendance, but mostly from the fact that the mortgage on the
property was a short-term, balloon mortgage which came due.

Missionary Assembly of God filed a Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 17-41182) on June 28, 2017, estimating
under $50,000 in both assets and liabilities.

The Hon. Elizabeth D. Katz presides over the case.

The Debtor hired David G. Baker, Esq., at the Law Office of David
G. Baker, as bankruptcy counsel; the Law Office of Ronald
Passatempo as special counsel; and Blackstone Environmental
Solutions, LLC as consultant.


MITCHELL INT'L: Moody's Rates $75MM 1st Lien Credit Facility B1
---------------------------------------------------------------
Moody's Investors Service affirmed Mitchell International, Inc.'s
B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default
Rating, and assigned ratings to Mitchell's proposed senior secured
credit facilities, including B1 ratings to a $75 million first-lien
revolving credit facility and a $1,005 million first-lien term loan
(which includes a $75 million delayed-draw term loan); and a Caa2
rating on a $450 million second-lien term loan. Proceeds of just
over $1.4 billion from the new debt issuance, plus $26 million of
balance sheet cash, are expected to be used to pay off $1.0 billion
of existing Mitchell debt, fund a $381 million dividend to
Mitchell's equity owners, and pay for transaction fees and
expenses. Moody's notes that, given the weak positioning of the
first-lien debt at the B1 rating, only a small amount of
incremental first-lien debt (or a similarly small reduction in
second-lien debt) would likely result in a downgrade of the
first-lien facilities. Moody's expects that, upon closing of the
transaction, scheduled for late November, Moody's will withdraw the
ratings of Mitchell's existing first- and second-lien debt. The
rating outlook is stable.

Affirmations:

Issuer: Mitchell International, Inc.

-- Probability of Default Rating, Affirmed B3-PD

-- Corporate Family Rating, Affirmed B3

Assignments:

-- Senior secured first-lien bank credit facilities maturing 2022

    and 2024, Assigned B1; LGD3

-- Senior secured second-lien bank credit facility maturing 2025,

    Assigned Caa2; LGD5

-- Outlook, Stable

RATINGS RATIONALE

Moody's affirmation of Mitchell's B3 CFR reflects this dividend
recapitalization's re-leveraging impact on the company, to a
Moody's--adjusted debt-to-EBITDA measure of approximately 8.3
times. While very high, this leverage level is nevertheless
improved relative to the 9.0 times that had resulted in late 2013
when Mitchell was acquired by KKR, who, in this transaction, is
extracting its first dividend since the LBO. Mitchell will be
adding an incremental $380 million of debt (not including the $75
million delayed-draw term loan that would be taken down to effect
an anticipated acquisition) for the dividend, bringing pro-forma
leverage to 8.3 times, as compared with the Moody's-adjusted
measure of 7.0 times as of June 30, 2017.

Mitchell's deleveraging pace would likely have been more rapid
except for the many small to medium acquisitions it has undertaken
in each year since the 2013 LBO. While management has shown a high
tolerance for debt-financed acquisitions, the purchases have helped
Mitchell successfully extend its reach well beyond its legacy
strength in automotive physical damages ("APD") valuation and
claims processing, and into both pharmacy solutions, which includes
benefit management ("PBM") and revenue cycle management services
for pharmacies, as well as specialty bill review services for
workman's-comp-related medical bills. The non-APD-services segments
now represent more than two thirds of Mitchell's revenues, as
compared with less than 30% a decade ago.

With a steadily growing, approximately $655 million revenue base,
Mitchell maintains leading positions in casualty solutions and the
North American APD business. Customer contracts, along with data
and software that are embedded in client workflows, provide
recurring and predictable revenue and cash flows. Moody's expect
the company to continue its mid- to upper-single-digit-percentage
growth trend in organic revenues, and to supplement that growth
with revenue- and geography-diversifying acquisitions. Moody's
expectations of ongoing revenue growth and moderate margin
improvement lead us to anticipate some reduction in leverage,
which, barring acquisitions, should fall to below 8.0-times by late
2018. Moody's expects good liquidity going forward, with annual
free cash flow averaging about $35 million over the next year and a
half, a largely undrawn $75 million revolver (upsized from $50
million in this transaction), and scheduled annual debt
amortization payments of $10 million through 2024. Moody's
anticipates free cash flow, as a percentage of debt, to be in the
low-single digit percentages, about average for the rating
category, but improving over time. Given Mitchell's growth, working
capital has generally represented a use of funds (over the last
several quarters, for example), but strong funds from operations
have provided for positive cash flows every quarter, so Moody's
expect revolver draws to be minimal. Moody's also expect cash to
build steadily over the next twelve to eighteen months, as it did
over the years since KKR's initial LBO. The new secured credit
facility will be covenant-light, with a springing first-lien
net-leverage limit applicable only when there is at least 35%
outstanding under the revolver.

The stable outlook anticipates continued, mid- to
upper-single-digit organic revenue growth and moderately improving
margins over the next twelve to eighteen months, with leverage
easing to below 8.0 times by late 2018. Moodys' anticipates that
better profits will be driven primarily by increased penetration in
Mitchell's PBM and casualty segments, while the APD segment should
see stable revenues. The ratings could be upgraded with continued
solid revenue and profitability growth and a significant
improvement in leverage metrics, particularly with regard to
debt-to-EBITDA, which Moody's would expect to be sustained around
6.0 times, and free cash flow as a percentage of debt, which
Moody's would expect to be in the mid-single-digit percentages. The
ratings could be downgraded if revenue or profitability declines
materially due to customer losses or weaker pricing. Stagnant
top-line growth and deteriorating margins could hamper liquidity
and could cause leverage to drift above the current elevated
levels, which could put downward pressure on the ratings.
Free-cash-flow-to-debt falling to breakeven levels could also
pressure the ratings.

Mitchell International is a leading provider of: i) data, software,
and services to support the estimating, adjudication, and
processing of automobile physical damage (APD) insurance claims,
auto-related bodily injury claims, and workers' compensation claims
(together, "casualty"), as well as; ii) pharmacy network services
for prescriptions related to casualty and workman's comp claims.
Moody's anticipate 2017 revenues of about $655 million, a 15% gain
over 2016. The company was sold, in late 2013, to private equity
sponsor KKR.

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


MMM DIVERSIFIED: Latest Plan Discloses $2.5K in Unsecured Claims
----------------------------------------------------------------
MMM Diversified LLC files with the U.S. Bankruptcy Court for the
District of Arizona a First Amended Disclosure Statement dated
November 2, 2017.

The unsecured Class 7 creditors with valid and proven claims will
be paid within 12 months from the date of confirmation plus
interest at 3.5% which will be paid from the confirmation date.
This Class is impaired by the Plan.  

The Debtor estimates the claims of unsecured creditors of
approximately $2,500.

A full-text copy of the First Amended Disclosure Statement, dated
November 2, 2017, is available at https://is.gd/5lJldb

Attorneys for the Debtor:

            Donald W. Powell, Esq.
            Carmichael & Powell, P.C.
            6225 North 24th Street, #125
            Phoenix, Arizona 85016
            Telephone: (602) 861-0777
            Email: d.powell@cplawfirm.com

                      About MMM Diversified

MMM Diversified, LLC, is an Arizona limited liability company.  The
business of the Debtor is buying, renting and selling real
property.  The real property presently owned by the Debtor is
residential.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 16-10976) on Sept. 23, 2016.  The
petition was signed by Michael F. Sprinkle, managing member.  

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

The Debtor is represented by Carmichael & Powell P.C.

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


MOEINI CORPORATION: Taps Irvin Grodsky as Legal Counsel
-------------------------------------------------------
Moeini Corporation seeks approval from the U.S. Bankruptcy Court
for the Southern District of Alabama to hire Irvin Grodsky, P.C. as
its legal counsel.

The firm will assist the Debtor in the preparation of a bankruptcy
plan and will provide other legal services related to its Chapter
11 case.

Irvin Grodsky, Esq., and Ruth Lichtenfeld, Esq., charge $275 per
hour and $150 per hour, respectively.  Paralegals charge an hourly
fee of $75.

The Debtor paid the firm a retainer in the sum of $19,783, plus
$1,717 for the filing fee.

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

The firm can be reached through:

     Irvin Grodsky, Esq.
     Irvin Grodsky, P.C.
     454 Dauphin St.
     Mobile, AL 36602-2404
     Email: igpc@irvingrodskypc.com
     Email: igrodsky@irvingrodskypc.com

                     About Moeini Corporation

Moeini Corporation is a franchisee of IHOP restaurants with
locations in the Alabama and Florida market.  The Debtor sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ala. Case No. 17-04073) on October 26, 2017.  Mehdi Moeini, its
president, signed the petition.  At the time of the filing, the
Debtor disclosed that it had estimated assets and liabilities of $1
million to $10 million.


MOUNTAIN INVESTMENTS: Unsecured Creditors to Get 3.9% over 60 Mos.
------------------------------------------------------------------
Mountain Investments, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of California a Disclosure Statement which
describes the Debtor's Plan of Reorganization.

The hearing at which the Court will determine whether to approve
the Disclosure Statement will take place on December 7, 2017, at
1:30 p.m.

Under the Plan, the general unsecured creditors are classified in
Class 8. Creditors under Class 8 will be paid in 60 equal monthly
installments of $644 beginning on the effective date. Class 8
creditors are expected to be paid 3.9% of their claims without
interest. Class 8 is impaired by the Plan.

The Debtor will fund the Plan from future rental income. Dr.
Michael Noble will continue to act as manager of Debtor. The Debtor
believes that the Debtor will have enough cash on hand on the
effective date of the Plan to pay all the claims and expenses that
are entitled to be paid on that date.

A full-text copy of the Debtor's Disclosure Statement, dated
November 2, 2017, is available for free at https://is.gd/JDg6e3

                         About Mountain Investments

Mountain Investments, LLC fdba WIS Holdings, LLC fdba Wealth
Investment Solutions, LLC filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 16-50906), on March 28, 2016. The petition was signed
by Michael T. Noble, managing member. The case is assigned to Judge
Stephen L. Johnson. The Debtor is represented by Ralph P. Guenther,
Esq. at Dougherty & Guenther, APC. At the time of filing, the
Debtor had estimated $1 million to $10 million in both assets and
liabilities.


NEFF RENTAL: Moody's Withdraws B2 CFR Amid United Rentals Deal
--------------------------------------------------------------
Moody's Investors Service has withdrawn all debt ratings of Neff
Rental LLC following the acquisition of Neff by United Rentals,
Inc., an equipment rental company with annual revenue of over $6
billion.

RATINGS RATIONALE

Pursuant to the terms of the transaction, all rated debt at Neff
has been prepaid at closing.  

The following ratings have been withdrawn:

Neff Rental LLC

- Corporate Family Rating, B2

- Probability of Default, B2-PD

- Speculative Grade Liquidity Rating, SGL-3

- Senior Secured Bank Credit Facility, B3 (LGD 5)

Stable Outlook

Neff Rental LLC (Neff), headquartered in Miami, Florida, is a
leading equipment rental operator across the Sun Belt region of the
United States. Revenues totaled over $400 million.


NOLES PARTNERS: Must File Plan and Disclosures Before Jan. 22
-------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida ordered Noles Partners, LLC dba All Star
Grill Haines City to file a plan and disclosure statement on or
before Jan. 22, 2018.

The Disclosure Statement must, at the minimum, contain adequate
information pertaining to the Debtor in the following areas:

   (a) Pre- and post-petition financial performance;

   (b) Reasons for filing Chapter 11;

   (c) Steps taken by the Debtor since filing of the petition to
facilitate its reorganization;

   (d) Projections reflecting how the Plan will be feasibly
consummated;

   (e) A liquidation analysis; and

   (f) A discussion of the Federal tax consequences as described in
section 1125(a)(1) of the Bankruptcy Code.

If the Debtor fails to file a Plan and Disclosure Statement by the
Filing Deadline, the Court will issue an Order to Show Cause why
the case should not be dismissed or converted to a Chapter 7 case
pursuant to section 1112(b)(1) of the Bankruptcy Code.

                  About Noles Partners, LLC

Noles Partners, LLC filed a Chapter 11 bankruptcy petition (Bankr.
M.D.Fla. Case No. 17-08142) on September 22, 2017. Buddy D. Ford,
Esq., at Buddy D. Ford, PA serves as bankruptcy counsel.  The
Debtor's assets and liabilities are both below $1 million.  The
Hon. Michael G. Williamson presides over the case.


NXT CAPITAL: Moody's Hikes CFR & Secured Debt Rating to Ba3
-----------------------------------------------------------
Moody's Investors Service upgraded NXT Capital, Inc.'s (NXT)
corporate family and secured bank credit facilities ratings to Ba3
from B1. The outlook for all ratings was revised to stable from
positive.

RATINGS RATIONALE

Moody's upgraded NXT's ratings based on the firm's solid
profitability amidst increased competition-related yield pressures,
effective liquidity and capital management, and well managed asset
quality. NXT's rating constraints include its reliance on secured
funding and competitive and funding cost disadvantages versus more
established finance companies and regional banks in the broader SME
and CRE sectors.

NXT's net interest margin has held up well considering competitive
conditions and the company's moderately higher interest expense.
Net interest margin for the six months ended June 30, 2017 measured
3.1% versus 3.2% one year earlier. Additionally, NXT has grown its
asset management business, resulting in higher fee revenues that
aid net profitability and reduce earnings volatility. However, NXT
continues to be disadvantaged with respect to access to low cost
capital compared to larger financial institutions.

NXT's overall credit quality performance remains very good with low
problem loans and net charge-offs. The company has a measured
credit risk appetite and a strong underwriting bias for first lien
senior secured lending and good industry, borrower and geographic
diversification in its corporate finance and commercial real estate
lending businesses.

NXT's ratio of tangible common equity to tangible assets (TCE/TMA)
measured a strong 24% at the end of June 2017, comparable with
prior year levels. Moody's expects that this ratio will moderately
decrease over the intermediate term but to a still acceptable level
above 20%, given the company's asset mix. The company began
distributing capital to shareholders in 2016 to maintain overall
capital targets in a period of slower balance sheet growth;
covenants in the company's credit agreements limit the ratio of
debt to equity to 3.75x, whereas the actual measure at June 30,
2017 was 3.1x.

NXT has access to multiple secured long-term funding facilities
that provide liquidity for funding loan originations. The company's
near-term refinancing risks are manageable as key financing
agreements include extension options exercisable by the company
under reasonable conditions and for a fee. The firm has an
established presence in the CLO markets and manages funds for
third-party investors, which provides additional capital for
funding corporate finance loans. However, the company's alternate
liquidity includes only availability under secured credit
facilities for new asset originations and unrestricted cash. NXT
has encumbered almost all earning assets and it has no unsecured
debt in its capital structure, which reduces financial
flexibility.

Ratings could be upgraded if NXT meaningfully diversifies its
funding to include senior unsecured debt and materially reduces
encumbered asset levels, while maintaining profitability and asset
quality strength and TCE/TMA remains above 20%.

Ratings could be downgraded if NXT's asset quality performance and
profitability deteriorates unexpectedly, leverage increases
significantly above expectations, or growth significantly
accelerates.

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


ODEBRECHT OLEO: Chapter 15 Recognition Hearing Set for Dec. 12
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
scheduled a hearing for Dec. 12, 2017, at 10:00 a.m. (prevailing
Eastern time), at Room 601, One Bowling Green, New York, New York,
to consider approval of the petitions for recognition of the
foreign proceeding commenced by Odebrecht Oleo E Gas S.A. et al.
under Chapter 15 of the U.S. Bankruptcy Code.  The Chapter 15
proceedings were filed by Rogerio Luis Murat Ibrahim, foreign
representative of the Debtors.  Objections, if any, are due no
later than 4:00 p.m. (prevailing Eastern time) on Dec. 1.

As reported by the Troubled Company Reporter on Nov. 10, 2017, the
Debtors have sought Chapter 15 bankruptcy protection in the United
States to seek U.S. court recognition of reorganization plans
approved in extrajudicial reorganization proceedings in the Federal
Republic of Brazil.

On its most recent financial report, OOG disclosed an aggregate
amount of indebtedness of R$14.3 billion on its balance sheet as of
Dec. 31, 2016. The Debtors have issued:

     (1) US$1.500 billion of 6.35% Senior Secured Notes due 2021
under an indenture with Deutsche Bank Trust Company Americas as
trustee;

     (2) US$1.690 billion of 6.75% Senior Secured Notes due 2022
under an indenture with Bank USA, National Association, as trustee,
and

     (3) US$580 million of 6.625% Senior Secured Notes due 2022
under a supplemental indenture with U.S. Bank as trustee.

Additionally, US$550 million of unsecured perpetual notes were
issued by Odebrecht Oil & Gas Finance Limited ("OOFL") with OOG as
guarantor and Wilmington Savings Fund Society (as successor to HSBC
Bank USA, National Association) as the indenture trustee.

Rogerio Luis Murat Ibrahim, CFO of OOG, explains that OOG's
financial distress stems from general market conditions, the global
crisis facing the oil and gas industry and variations in real
exchange rates over the past years. Between 2010 and 2014, the
price of oil varied between US$75 and US$110 per barrel, increasing
the incentives for the construction and operation of drilling rigs
throughout the world and, consequently, increasing the maintenance
costs in U.S.-dollars terms for the Drilling Rigs.

In response to its liquidity crisis, the OOG Group took steps to
restructure its liabilities through negotiations with its main
creditors, which include certain holders of the 2021 Notes and 2022
Notes (the "Ad Hoc Group"), along with their financial and legal
advisors, Houlihan Lokey, Inc., and Cleary Gottlieb Steen &
Hamilton LLP.

                   About Odebrecht Oil & Gas

Based in Rio De Janeiro, Brazil, Odebrecht Oleo e Gas S.A. is a
part of the Odebrecht Group and was incorporated in  Brazil in 2006
to house the Odebrecht Group's oil field services activities after
several decades of operations under the conglomerate Odebrecht Oil
& Gas renders services related to the charter and operation of
drilling rigs, floating production storage and offloading  units
(the "FPSOs") and pipe-laying support vessels (the "PLSVs"), as
well as maintenance activities in the oil and gas industry in
Brazil.  Petroleo Brasileiro S.A. ("Petrobras ") is the main client
and business partner of the OOG Group.

On May 23, 2017, OOG and its affiliates jointly filed petitions
before the 4th Commercial Court of the State of Rio de Janeiro in
the Federative Republic of Brazil for the commencement of
extrajudicial reorganization cases.  The Brazilian Court on Oct.
19, 2017, approved Debtors' reorganization plans.

OOG and 10 affiliates filed Chapter 15 cases (Bankr. S.D.N.Y. Lead
Case No. 17-13130) in Manhattan, in the United States on Nov. 3,
2017, to seek recognition of the Brazilian proceedings.  Rogerio
Luis Murat Ibrahim, CFO of OOG, signed the Chapter 15 petitions.

Law firm E. Munhoz Advogados, led by founding partner Eduardo
Secchi Munhoz, has been advising OOG in all legal aspects of its
reorganization since February 2016.

The Hon. James L. Garrity Jr. is the case judge in the U.S. case.
Davis Polk & Wardwell LLP represents OOG in the U.S. cases.


OLIVER C&I: Court Dismisses Lawsuit vs Carolina Developers, et al.
------------------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico dismissed the adversary proceeding
captioned OLIVER C & I CORP. Plaintiff, v. CAROLINA DEVELOPERS
ASSOCIATES S. EN C. POR A., S.E., ET ALS., Defendants, Adversary
Case No. 17-00166 (MCF) (Bankr. D.P.R.) for lack of subject-matter
jurisdiction. Even if the court has jurisdiction, it will abstain
in deference to local law, Judge Caban Flores said.

The proceeding involves a chapter 11 bankruptcy debtor and its
general partners in more than a decade-long quarrel regarding the
debtor's economic rights to yearly distributions from several
partnerships. Subsequent to its bankruptcy filing, the debtor filed
the present adversary proceeding to resolve the many disputes that
were never addressed in any previous legal action. Its general
partners moved to dismiss for lack of subject-matter jurisdiction.

The Debtor intends to collect monies from third parties through the
various causes of action raised in the complaint. Its argument that
the bankruptcy court has core jurisdiction for turnover actions is
not persuasive because complaints to recover property of the estate
do not automatically grant jurisdiction. Furthermore, the court's
"related to" jurisdiction is unsustained by the facts in this case
because the resolution of the complaint does not serve any
bankruptcy purpose.

Even assuming the court did have jurisdiction on any of Debtor's
causes of action, or that it be construed to have jurisdiction as
urged by the Debtor, this court will enter an order of abstention.
The Debtor's complaint raises the interpretation of civil-law
partnership agreements, which involves issues of local law. Thus,
this court concludes that abstention is warranted.

The bankruptcy case is in re: OLIVER C & I CORP., CHAPTER 11,
Debtor, Case No. 16-08311 (MCF) (Bankr. D.P.R.).

A full-text copy of Judge Flores' Opinion and Order dated Nov. 1,
2017, is available at https://is.gd/oIIY0G from Leagle.com.

OLIVER C & I CORP, Debtor, represented by CARMEN D. CONDE TORRES --
condecarmen@condelaw.com -- & LUISA S. VALLE CASTRO --
ls.valle@condelaw.com -- C CONDE & ASSOCIATES.

                   About Oliver C & I Corp.

Oliver C & I Corp., based in Guaynabo, Puerto Rico, is a profit
corporation organized under the laws of Puerto Rico.  It was
incorporated on Dec. 17, 2003.  The Debtor is wholly owned by Maria
del Carmen Magraner Folch.  The Debtor's main assets are
participations in certain limited partnerships and the corporations
which serve as general partners of the limited partnerships.

The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No.
16-08311) on Oct. 17, 2016.  The petition was signed by Max
Olivera, vice-president and treasurer.  The case is assigned to
Judge Mildred Caban Flores.  In its petition, the Debtor indicated
$29.94 million in total assets and $1.06 million in total
liabilities.

The Debtor is represented by Carmen D. Conde Torres, Esq., at C.
Conde & Assoc.  The Debtor employed Doris Barroso Vicens of RSM
Puerto Rico as its accountant; and Aurora Oti-Yvonnet of Villafane
& Oti, Certified Public Accountants, PSC, as its external auditor.


ONSITE TEMP: Latest Plan Discloses Objections to Secured Claims
---------------------------------------------------------------
Onsite Temp Housing Corporation filed with the U.S. Bankruptcy
Court for the District of Arizona a second amended disclosure
statement in support of its amended plan of reorganization dated
Sept. 21, 2017.

This latest filing asserts that on Oct. 23, 2017, the Debtor filed
a Motion to Value Estate Assets requesting the Court to establish
the value of the Trailers based on the National Association Dealers
Association wholesale values. The JRS Group challenged the
valuation claiming that retail value is the appropriate standard.
The JRS Group has now agreed to the NADA wholesale value for the
Trailers.

On Oct. 12, 2017, the Debtor filed objections to a number of
Secured Claims. The Debtor is working with the JRS Group to resolve
such claims. In addition, on Oct. 23, 2017, the Debtor filed an
Adversary Proceeding challenging the validity of the claimed liens
on six of the Trailers. The issue has not yet been resolved.

The Debtor believes the New Value Contribution will be deposited
into escrow prior the Confirmation of the Plan. The New Value
Contribution will be used to pay Plan payments due on the Effective
Date and to provide a capital reserve.

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

     http://bankrupt.com/misc/azb2-16-10790-400.pdf

                   About Onsite Temp

Onsite Temp Housing Corporation, based in Phoenix, Arizona,
provides temporary housing solutions to the insurance,
construction, mining and natural disaster sectors in the form of RV
travel trailers.

Onsite Temp Housing filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 16-10790) on Sept. 20, 2016.  The petition was signed by
Donald Kaebisch, authorized representative.

In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities.

The Hon. Paul Sala presides over the case.  

Harold E. Campbell, Esq., at Campbell & Coombs, P.C., serves as
bankruptcy counsel.  Timothy H. Shaffer of Clotho Corporate
Recovery LLC, Morris Anderson & Associates was named chief
restructuring officer.  Henry and Horne, LLP, was tapped to provide
financial consulting services.

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


OSHKOSH CORP: Moody's Affirms Ba2 CFR; Changes Outlook to Positive
------------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Oshkosh
Corporation's debt including the Corporate Family Rating (CFR) at
Ba2, senior unsecured rating at Ba3 and Speculative Grade Liquidity
Rating (SGL) at SGL-2, and changed the ratings outlook to positive
from stable.

RATINGS RATIONALE

The change in Oshkosh's ratings outlook to positive reflects
expectations the company will sustain its comparatively low
financial leverage and strong overall credit metrics. Debt / EBITDA
compares favorably for the rating category at about 2.1 times for
the fiscal year 2017 (ended September 30th) and EBITA / interest
was also strong at 7.3 times for the same period. Moody's expect
growth in access equipment and defense, its two largest business
segments. Moody's believe the replacement cycle for access
equipment will be accelerating over the next few years and that
segment revenues should see meaningful increases. The positive
outlook is also supported by the ongoing strength and improvement
shown in Oshkosh's defense business. The Joint Light Tactical
Vehicle contract ("JLTV", stated value at $6.7 billion) underway
provides good revenue visibility for the segment going into FY2018.
Moody's anticipate prudent balance sheet management and margin
expansion through ongoing productivity initiatives. Moreover,
Moody's expects tuck-in acquisitions that will not substantially
weaken the company's balance sheet.

The SGL-2 speculative grade liquidity rating reflects good
anticipated operating cash flow generation and a significant cash
balance. Additional liquidity is available under the $850 million
undrawn revolving credit facility through March 2019. The company
is well in compliance with its financial covenants, with
significant room. In addition to revolver credit maturity, a $335
million term loan also matures in March 2019.

The ratings could be upgraded if Moody's expects the relatively
strong leverage profile to continue, reflecting the relatively
concentrated product portfolio and cyclical underlying demand.
Strong liquidity and expectations to sustain EBITA to interest over
5 times and debt to EBITDA under 2.5 times (after Moody's standard
adjustments) necessary for any higher rating given the cyclical
nature of the access equipment business and the contract based
defense business. Ability to generate strong free cash flow and
manage the cost profile towards expanding profit margins would be
important considerations for any higher rating as well.

The ratings could be downgraded if debt to EBITDA were expected to
increase toward 3 times and weaken further, and/or the company's
liquidity profile were to weaken. Ratings could also be downgraded
if sales and margins contracted. Increased shareholder friendly
actions or a sizeable debt-financed acquisition that results in
higher leverage could also pressure the rating.

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

Oshkosh is a leading designer, manufacturer and marketer of a broad
range of specialty vehicles and vehicle bodies. The company
operates in four segments: access equipment, defense, fire &
emergency, and commercial (rear and front-discharge concrete mixers
and refuse collection vehicles as well as other products for
construction companies). Revenues for the fiscal year 2017 totaled
approximately $6.8 billion.

The following summarizes rating action:

Moody's affirmed the following ratings:

Issuer: Oshkosh Corporation

Corporate Family Rating, Ba2;

Probability of Default Rating, Ba2-PD;

Senior Unsecured Regular Bond/Debenture Mar 1, 2022, Ba3 (LGD5);

Senior Unsecured Regular Bond/Debenture Mar 1, 2025, Ba3 (LGD 5).

Speculative Grade Liquidity Rating, SGL-2.

The ratings outlook is changed to positive from stable.


PACIFIC DRILLING: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Pacific Drilling, LLC
             11700 Katy Fwy., #175
             Houston, TX 77079

Type of Business: The Debtors and their non-debtor subsidiaries
                  operate an international offshore drilling
                  business that specializes in ultra-deepwater and

                  complex well construction services.  Pacific
                  Drilling employs a fleet of high-specification
                  drillships, specialized management and technical

                  teams, and proprietary technology and business
                  processes.  Drilling services are provided on a
                  "dayrate" contract basis: Pacific Drilling
                  charges its customer a fixed operating service
                  fee for drillship,  crew and shore-based and
                  overhead support services.  The customer, not
                  Pacific Drilling, bears substantially all of the

                  ancillary costs of constructing the well and
                  supporting drilling operations, as well as the
                  economic risk and reward relative to the success

                  of the well.  The company was founded in 2006
                  with its operational headquarters in the United
                  States and other offices around the world.

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

Chapter 11
Petition Date:    November 12, 2017

Debtor affiliates that simultaneously filed Chapter 11 petitions:

      Debtor                                         Case No.
      ------                                         --------
      Pacific Drilling, LLC                          17-13192
      Pacific Drilling S.A.                          17-13193
      Pacific Drilling (Gibraltar) Limited           17-13194
      Pacific Drillship (Gibraltar) Limited          17-13195
      Pacific Drilling, Inc.                         17-13196
      Pacific Drilling Finance S.a r.l.              17-13197
      Pacific Drillship SARL                         17-13198
      Pacific Drilling Limited                       17-13199
      Pacific Sharav S.a r.l.                        17-13200
      Pacific Drilling VII Limited                   17-13201
      Pacific Drilling V Limited                     17-13202
      Pacific Drilling VIII Limited                  17-13203
      Pacific Scirocco Ltd.                          17-13204
      Pacific Bora Ltd.                              17-13205
      Pacific Mistral Ltd.                           17-13206
      Pacific Santa Ana (Gibraltar) Limited          17-13207
      Pacific Drilling Operations Limited            17-13208
      Pacific Drilling Operations, Inc.              17-13209
      Pacific Santa Ana S.a r.l.                     17-13210
      Pacific Drilling Services, Inc.                17-13211
      Pacific Drillship Nigeria Limited              17-13212
      Pacific Sharav Korlatolt Felelossegu Tarsasag  17-13213

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

Judge: Hon. Michael E. Wiles

Debtors' Counsel: Andrew G. Dietderich, Esq.
                  Brian D. Glueckstein, Esq.
                  John L. Hardiman, Esq.
                  Noam R. Weiss, Esq.
                  SULLIVAN & CROMWELL LLP
                  125 Broad Street
                  New York, NY 10004-2498
                  Tel: (212) 558-4000
                  Fax: (212) 558-3588
                  E-mail: dietdericha@sullcrom.com
                          gluecksteinb@sullcrom.com
                          hardimanj@sullcrom.com
                          weissn@sullcrom.com

Debtors'
Investment
Banker:           EVERCORE PARTNERS INTERNATIONAL LLP

Debtors'
Restructuring
Advisor:          ALIXPARTNERS, LLP

Debtors'
Notice,
Claims &
Balloting
Agent:            PRIME CLERK LLC
                  https://cases.primeclerk.com/pacificDrilling

Total Assets: $5.46 billion as of Sept. 30, 2017

Estimated Liabilities: $3.18 billion as of Sept. 30, 2017

The petition was signed by Paul T. Reese, chief executive officer
and president.

A full-text copy of the petitions are available for free at:

          http://bankrupt.com/misc/nysb17-13192.pdf

Debtors' List of 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Samsung Heavy Industries             Arbitration     Undetermined
c/o DLA Piper Hong Kong,
15 Queens Road
Hong Kong - Central
Hong Kong
Nicholas Mallard
Tel: +852 2103 0808
Email: Nicholas.Mallard@dlapiper.com

National Oilwell Varco                  Trade          $1,643,988
10000, Richmond Avenue
Houston TX 77042
US
Kevin Chapman
Tel: (713) 935 8103
Email: kevin.chapman@nov.com

World Fuel Services, Inc.               Trade            $507,336
9800 NW 41st Street
Miami FL 33178-2980
US
Mike Dipasquale
Tel: (908) 601-3998
Email: MDipasqu@wfscorp.com

Control Union Testing and               Trade            $402,675
Inspection
Paleiskade 100
Den Helder 08 1781 AR
NL
C.R. Winands
Tel: +31 6538 90910
Email: rwinands@controlunion.com

VMS Group A/S                           Trade            $396,393
Havnepladsen 12
Frederikshavn 9900
DK
Ole Lund Pedersen
Tel: 45 9622 1100
Email: olp@vms.dk

U.S. Bolt Manufacturing, Inc.           Trade            $365,360
12895, S Main St
Houston TX 77035
US
Deisy Espinosa
Tel: 713-351-6712
Email: despinosa@usbolt.com

EM&I (Trading) Ltd                      Trade            $170,126
Email: danny.constantinis@emialliance.com

FenderCare IMS                          Trade            $152,100
Email: Claire.Forder@fendercare.com

ABB AS                                  Trade            $147,352
Email: trond.hammeraas@us.abb.com

BP Lubricants USA, dba Castrol          Trade            $142,103
Email: Chad.Heins@bp.com

Nord-Sud Shipping, Inc.                 Trade            $140,566
Email: jeff@nordsudshipping.com

Rolloos Oil and Gas                     Trade            $130,312
Email: bram.masselink@rolloos.com

Dickerman Overseas Contracting Co L     Trade            $129,684
Email: info@dickermangroup.com

Gates E & S, NA                         Trade            $118,684

Gulf Copper & Manufacturing Corp        Trade            $109,061
Email: zriley@gulfcopper.com

KD International B.V.                   Trade             $96,982
Email: d.swaan@kdinternational.nl

Bridon International Limited            Trade             $80,545
Email: Matthew.Hogan@bridon-bekaert.com

Rolls Royce Marine                      Trade             $78,853
Email: randall.nunmaker@rolls-royce.com

Dammers Shipagencies Inc.               Trade             $76,684
Email: operations@dammers-group.com

GAC Brokerage                           Trade             $71,935
Email: jana.rodriguez@gac.com

Norsafe Marine & Offshore Services      Trade             $71,155
Email: SERVICE@NORSAFEMARINE.COM

Expert Riser Solutions, LLC             Trade             $67,084
Email: bburt@expertep.com

Murphy Shipping and Commercial US       Trade             $66,755
Email: Terrykobs@murphyship.com

Kongsberg Maritime, Inc.                Trade             $66,008
Email: bobby.mahoney@kongsberg.com

GEV Offshore Limited                    Trade             $51,530
Email: andrew.allman@gevgroup.com

MAN Diesel & Turbo North America In     Trade             $49,514
Email: carolina.sosa@us.man.eu

Next Maritime                           Trade             $47,052
Email: francescdianez@nextmaritime.com

Hiller Offshore Services                Trade             $46,892
Email: jguidry@hillercompanies.com

Smith International Inc.                Trade             $46,812
Email: jgrandon@slb.com

Alimak HEK Inc.                         Trade             $43,767
Email: karen.leeper@alimakhek.com


PACIFIC DRILLING: Failed to Win Consensus on Debt-to-Equity Plan
----------------------------------------------------------------
Before seeking Chapter 11 bankruptcy protection, Pacific Drilling
S.A., was in talks with lenders and largest stockholder Quantum
Pacific Group a debt balance sheet restructuring that would
exchange debt for equity in Pacific Drilling.

Failing to reach a consensual deal, Pacific Drilling, which owns
seven high-specification drillships, has sought Chapter 11
bankruptcy protection, with the intent to recommence balance sheet
discussions as part of plan negotiations.

Pacific Drilling also said it will use the Chapter 11 process to
resolve a dispute with Samsung Heavy Industries Co., Ltd.  The
Company is pursuing a cause of action against SHI in the amount of
$350 million, including interest and costs, and arbitration is
proceeding.  The claims arise out of a 2013 contract with SHI for
the construction of a new drillship, the Pacific Zonda, which would
have been the Debtors' eighth.  Pacific Drilling contends that SHI
failed to timely deliver the Zonda in accordance with the
contractual specifications and the Debtors exercised their right to
rescind the construction contract.

To assure ordinary course operations, the Company has sought
approval from the Bankruptcy Court for a variety of "first day"
motions, including authority to maintain bank accounts and other
customary relief.  The relief requested in these motions will allow
the Company to continue to operate its business in the normal
course.  A hearing on the first day motions was scheduled for Nov.
14, 2017, before Judge Michael E. Wiles, in U.S. Bankruptcy Court
in New York.

The Company expects payments to employees to total $5.9 million and
to officers to total $325,000 during the first 30-day period
following the Petition Date.  The Company expects cash receipts of
$16.57 million and cash disbursements of $29.08 million during the
30-day period following the Petition Date.

                   Prepetition Capital Structure

As of Sept. 30, 2017, the Debtors have total assets of $5.578
billion and total liabilities of $3.240 billion.  As of the
Petition Date, the Debtors have $325 million of cash on hand.

As of the Petition Date, the Debtors' principal non-contingent
liabilities consist of outstanding funded debt under three credit
facilities and two bond indentures in an aggregate outstanding
principal amount of approximately $3.0 billion.  Because of
cross-guarantees, the prepetition debt instruments effectively give
rise to secured claims against three separate groups of
cross-collateralized drillship subsidiaries: "Ship Group A", "Ship
Group B" and "Ship Group C":

     Group              Debt                 Amount Outstanding
     -----              ----                 ------------------
1. Ship Group A Debt:

     * $500M Revolving Credit Facility            $475 million

     * $750M in 5.375% Sr. Secured
       Notes Due 2020                             $750 million

     * $750M Senior Secured Term Loan
       (Term Loan B)                              $718 million

2. Ship Group B Debt:

      * $492.5M commercial tranche and
           $492.5M GIEK tranche under a
           Senior Secured Credit Facility         $661.5 million

3. Ship Group C Debt:

      * $500M of 7.25% senior secured notes
          due December 1, 2017                    $439.4 million

Citibank, N.A., is the administrative agent under the Revolving
Credit Facility.  Deutsche Bank Trust Company Americas is the
indenture trustee under the 2020 Notes.  Wilmington Trust, National
Association, is the successor administrative agent under the Senior
Secured Facility (SSCF) issued under the Ship Group B Debt.
Deutsche Bank Trust Company Americas is the indenture trustee and
as collateral agent for the noteholders under the 2017 Notes.

The outstanding amount of Ship Group C Debt held by third parties
-- not including the Ship Group C Debt held by PDSA and PDV -- is
$439.4 million, plus any other obligations related thereto,
including any accrued and accruing unpaid interest, costs and fees.
Following a repurchase of an aggregate principal amount of $60.6
million of the Ship Group C Debt, PDSA and PDV held $21.7 million
and $36.9 million of the Ship Group C Debt as of the Petition
Date.

                  Deteriorating Market Conditions

The Company said in court filings that since 2006, over $1.6
billion of equity capital has been invested by the Quantum Pacific
Group to build the Debtors' business and support growth and fleet
expansion, and all of this capital remains invested.  Quantum
Pacific, which controls a portfolio of businesses worldwide,
particularly in the energy and natural resources value chain,
presently owns 70.3% of the Company's outstanding shares.

Pacific Drilling S.A., listed on the New York Stock Exchange in
connection with an initial public offering in 2011 where it raised
$650 million.  It reached its peak market-implied equity value of
approximately $2.7 billion in 2013.  Trading in PDSA's common
shares on the NYSE was suspended in September 2017 due to its
failure to meet the exchange's market capitalization requirement.
On September 13, 2017, PDSA's common shares commenced trading in
the over-the-counter market on the "Pink Market" of the OTC Markets
Group, Inc under the ticker PACDF.

"The offshore contract drilling industry in which the Debtors
operate is cyclical and volatile and has been in significant
decline since the substantial drop in oil prices beginning in
mid-2014.  Demand for the Debtors' drillships is a function of the
worldwide levels of offshore exploration and development spending
by oil and gas companies, which has decreased or been delayed
significantly as a result of the sustained weakness in oil prices,"
CEO Paul T. Reese explains in court filings.

In response to deteriorating market conditions, the Debtors
implemented various initiatives to reduce costs and increase
efficiency.  Total headcount for Pacific Drilling decreased more
than 50% from 1,606 employees and contractors as of Dec. 31, 2014,
to 797 employees and contractors as of September 30, 2017.  Since
the fourth quarter of 2014, total operating expenses have decreased
by more than 52% from $123.8 million to $58.9 million in the third
quarter of 2017, which was achieved by both reducing daily rig
operating costs for active rigs by more than 40% and generating
significant savings for idle rigs by Smart Stacking them at less
than $30,000 per day per rig.

                      Talks with Stakeholders

For more than a year prior to the filing of the Chapter 11 cases,
the Debtors attempted to explore various restructuring alternatives
with their lenders and other stakeholders.

While the Debtors' initial proposals to "amend and extend" certain
of their debt instruments were met with resistance from the RCBF
Lenders and the SSCF Lenders -- the Bank Lenders -- the Debtors
were able to successfully negotiate amendments to the Revolving
Credit Facility and the Ship Group B Debt in January, 2017.

Beginning in October 2016, the Debtors were engaged in discussions
with an ad hoc group of certain holders of the 2020 Notes, the Ship
Group C Debt and the loans under the Term Loan Agreement -- Ad Hoc
Group -- which had been formed in October, 2016.

After initial discussions about additional "amend and extend"
alternatives, discussions between the Debtors and the Ad Hoc Group
became focused on restructuring proposals that involved the full
exchange of the Term Loan B Credit Facility, the 2020 Notes and the
Ship Group C Debt -- Debt to be Equitized -- for equity in Pacific
Drilling, permitting the members of the Ad Hoc Group to benefit
from the upside expected in a future recovery.  Equitization of
this Debt to be Equitized was expected to result in substantial
dilution of existing stockholders.  To assist with the negotiation
of the terms of such equitization in a manner fair to stockholders,
Pacific Drilling encouraged its largest stockholder, the Quantum
Pacific Group, to take an active role in the negotiations with the
Ad Hoc Group.

When it appeared unlikely to the Debtors that a consensual deal
would be reached prior to the impending December 1, 2017 maturity
of the Ship Group C Debt, in July 2017 the Debtors announced the
launch by PDV of a private consent solicitation to extend the
maturity date of the Ship Group C Debt to June 1, 2018, in order to
give the Debtors more time to negotiate a refinancing transaction
or undertake a holistic restructuring with their creditors.  The
Debtors did not receive sufficient consents approving the maturity
extension, and the solicitation expired in accordance with its
terms on Aug. 2, 2017.  Still, the Debtors were hopeful that they
could broker a deal prior to filing these Chapter 11 Cases, and
they continued to negotiate with the Ad Hoc Group, on the one hand,
and the Quantum Pacific Group on the other.

Pacific Drilling plans to use the centralized forum provided by
chapter 11 to stabilize its business, establish sensible cash
management arrangements, provide information to all interested
creditors and stockholders, continue to pursue resolution of the
Zonda dispute, and recommence balance sheet discussions as part of
plan negotiations.  Meanwhile, Pacific Drilling seeks to continue
operations in the ordinary course and limit, to the full extent
possible, cash expenditures in order to preserve value for all
stakeholders.

A copy of the CEO's affidavit in support of the Chapter 11
petitions is available at:

  http://bankrupt.com/misc/Pacific_D_2_1st_Day_Affidavit.pdf

A copy of AlixPartners, LLP's James A. Mesterharm's declaration in
support of the first day motions is available at:

  http://bankrupt.com/misc/Pacific_D_14_Alix_Declaration.pdf

                      About Pacific Drilling

Pacific Drilling S.A., a Luxembourg public limited liability
company (societe anonyme), operates an international offshore
drilling business that specializes in ultra-deepwater and complex
well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem.  All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193).  The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel;
Evercore Partners International LLP as investment banker;
AlixPartners, LLP, as restructuring advisors; and Prime Clerk LLC
as claims and noticing agent.  Prime Clerk maintains the case Web
site https://cases.primeclerk.com/pacificDrilling

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


PACIFIC DRILLING: Payments to Critical Vendors Won't Exceed $4.5M
-----------------------------------------------------------------
Pacific Drilling S.A., et al., have filed with the U.S. Bankruptcy
Court for the Southern District of New York a motion to pay up to
$4.5 million for the prepetition claims of critical vendors.

In order to operate their drillships in accordance with their
exacting safety standards, the Debtors purchase specialized
equipment, fuel and services from certain safety and critical
vendors (collectively, the "Critical Vendors").  These Critical
Vendors provide the Debtors with the goods and services necessary
to safely maintain their operations, including but not limited to
parts, equipment, supplies, shipping, warehousing, communications,
medical services, maintenance and repairs, logistics,
certifications and safety inspections.

Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP, explains
that disrupting the Critical Vendors' provision of essential goods
and services would cause drilling operations to come to a halt and
could lead to possible termination of customer contracts, as the
Debtors'  drillships cannot operate safely and efficiently without
the goods and services provided by the Critical Vendors.  A break
in the Debtors' operations, even for just one day, could have
disastrous consequences on the Debtors' business, both in terms of
lost revenue from existing or anticipated customer contracts and by
impeding the Debtors' ability to enter into new customer
contracts.

The Debtors pay most of the Critical Vendors within 30 days of the
applicable invoice date.  As a result, many of the Debtors'
Critical Vendors may have Claims for goods that were delivered in
the ordinary course of business within the 20-day period prior to
the Petition Date, and which therefore may be afforded
administrative priority under section 503(b)(9) of the Bankruptcy
Code (collectively, the "Section 503(b)(9) Claims").  The Debtors
estimate that the amount required to pay the Section 503(b)(9)
Claims will not exceed $1.5 million.

In addition to the Section 503(b)(9) Claims, the Debtors estimate
that the amount required to pay all remaining Critical Vendor
Claims will not exceed $3.0 million in the aggregate (together with
the amount required to pay the Section 503(b)(9) Claims, the
"Critical Vendor Cap").

The Debtors propose to pay the Claims of each Critical Vendor that
agrees to continue to supply goods or services to the Debtors on
terms no less favorable to the Debtors than those in effect prior
to the Petition Date, or on such other terms as the Debtors may
approve in their sole discretion.

                      About Pacific Drilling

Pacific Drilling S.A., a Luxembourg public limited liability
company (societe anonyme), operates an international offshore
drilling business that specializes in ultra-deepwater and complex
well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem.  All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y.).  The cases are
pending before the Honorable Michael E. Wiles and are jointly
administered under Case No. 17-13193.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel;
Evercore Partners International LLP as investment banker;
AlixPartners, LLP, as restructuring advisors; and Prime Clerk LLC
as claims and noticing agent.  Prime Clerk maintains the case Web
site https://cases.primeclerk.com/pacificDrilling


PACIFIC DRILLING: Wants Zonda Arbitration to Proceed
----------------------------------------------------
Pacific Drilling S.A., et al., have filed with the U.S. Bankruptcy
Court for the Southern District of New York a motion asking the
Court to enter a declaratory order enforcing and restating the
automatic stay, ipso facto and anti-discrimination provisions under
Sections 362, 365(e)(1) and 525 of the Bankruptcy Code.

James A. Mesterharm, managing director of AlixPartners, LLP, which
is serving as restructuring advisor to Pacific Drilling S.A.,
explains that the Debtors are a leading offshore drilling company
and serve customers worldwide.  As a result, the Debtors have many
foreign creditors, contract counterparties and other
parties-in-interest in various countries who may not be well versed
in the protections and restrictions of the Bankruptcy Code.  Some
of these creditors do not transact business on a regular basis with
companies that have filed for chapter 11, or are unfamiliar with
the scope of a debtor-in-possession's authority to conduct its
business.  The circumstances warrant an order apprising parties --
especially non-U.S. customers, creditors and vendors -- of sections
362, 365(e)(1) and 525 and the protections provided thereby.

The Debtors also seek authority, pursuant to Sections 105(a),
362(a), and 362(d) of the Bankruptcy Code, to modify the automatic
stay in order to proceed with certain litigation commenced before
the Petition Date.

Specifically, on Oct. 29, 2015, debtor Pacific Drilling VIII
Limited ("PDVIII") exercised its right to rescind a contract with
Samsung Heavy Industries Co., Ltd. ("SHI") for the construction and
delivery of the drillship the Pacific Zonda, due to SHI's failure
to timely deliver the drillship in accordance with contractual
specifications, and demanded that SHI refund the amount of its
advance payments under the contract in the amount of approximately
$181 million, plus interest.  PDVIII's payment obligations under
the contract were guaranteed by debtor Pacific Drilling Services,
Inc. ("PDSI").  SHI rejected PDVIII's rescission, and on Nov. 18,
2015, formally commenced an arbitration proceeding in London
against PDVIII and PDSI (the "Zonda Arbitration"), seeking the
final installment of the purchase price, which is close to $350
million.

PDVIII made a demand under a third-party refund guarantee issued in
connection with the SHI contract, seeking to collect its advance
payments under the contract in the amount of approximately $181
million, plus interest.  PDVIII's ability to collect under the
refund guarantee is suspended until a decision is reached in the
pending Zonda Arbitration. In addition to its demand under the
refund guarantee, PDVIII also filed a counterclaim against SHI in
the Zonda Arbitration seeking (a) to recoup its advance payments,
(b) the return of its purchased equipment or the value of such
equipment and (c) damages for wasted expenditures.  In total,
PDVIII is seeking close to $350 million from SHI.  As such, the
outcome of the Zonda Arbitration could result in a sizeable claim
either against or in favor of certain of the Debtors' estates.

The Zonda Arbitration has been progressing in front of a panel of
three experienced attorneys for almost two years.  Each side has
made numerous submissions to the panel, including voluminous
evidentiary materials.  A scheduled pre-trial hearing is set to
take place shortly following the Petition Date, on Nov. 21, 2017.
A hearing on the merits of the claims has been set for Feb. 5,
2018, and is expected to last at least three weeks.

Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP, notes that
courts have authority to modify the automatic stay upon a showing
of "cause". 11 U.S.C. 362(d)(1).  "Cause" is not defined in either
section 362 or its legislative history and bankruptcy courts have
discretion to decide whether to modify the stay.  Chimera Capital,
L.P. v. Nisselson (In re Marketxt Holdings, Corp.), 428 B.R. 579,
584 (S.D.N.Y. 2010) (citing Sonnax Indus., Inc. v. Tri Component
Prods. Corp. (In re Sonnax Indus., Inc.), 907 F.2d 1280, 1286-88
(2d Cir. 1990)).

In Sonnax, the United States Court of Appeals for the Second
Circuit set out 12 factors that have become the standard by which
courts in the Second Circuit consider whether to modify the
automatic stay in connection with pending litigation. In re Lehman
Bros. Holdings Inc., 435 B.R. 122, 138 (S.D.N.Y. 2010) ("Sonnax . .
. is routinely referenced as the leading relief from stay precedent
in this Circuit."), aff'd sub nom. Suncal Cmtys. I LLC v. Lehman
Commercial Paper, Inc., 402 F. App'x 634 (2d Cir. 2010); see also
In re Salander O'Reilly Galleries, 453 B.R. 106, 119 (Bankr.
S.D.N.Y. 2011). The 12 Sonnax factors are: (1) whether relief would
result in a partial or complete resolution of the issues; (2) lack
of any connection with or interference with the bankruptcy case;
(3) whether the other proceeding involves the debtor as a
fiduciary; (4) whether a specialized tribunal with the necessary
expertise has been established to hear the cause of action; (5)
whether the debtor's insurer has assumed full responsibility for
defending it; (6) whether the action primarily involves third
parties; (7) whether litigation in another forum would prejudice
the interests of other creditors; (8) whether the judgment claim
arising from the other action is subject to equitable
subordination; (9) whether movant's success in the other proceeding
would result in a judicial lien avoidable by the debtor; (10) the
interests of judicial economy and the expeditious and economical
resolution of litigation; (11) whether the parties are ready for
trial in the other proceeding; and (12) impact of the stay on the
parties and the balance of harms. Sonnax, 907 F.2d at 1286.
Although the Sonnax court outlined 12 factors, courts need only
consider those factors that are relevant to the particular case.
Burger Boys, Inc. v. S. St. Seaport Ltd. P'ship (In re Burger Boys,
Inc.), 183 B.R. 682, 688 (S.D.N.Y. 1994). Additionally, courts do
not need to assign equal weight to each factor, and have discretion
in weighing the factors against one another. In re RCM Global Long
Term Capital Appreciation Fund, Ltd., 200 B.R. 514, 526 (Bankr.
S.D.N.Y. 1996) ("A court should apply these factors on a
case-by-case basis . . . assigning to each factor whatever weight
the court feels is appropriate.").

Mr. Dietderich avers that the Debtors should be authorized to
modify the automatic stay to allow PDVIII to continue the Zonda
Arbitration because most of the Sonnax factors and the balance of
harms weigh in favor of allowing the Zonda Arbitration to proceed:

   * First, an award in the Zonda Arbitration would completely
resolve issues of liability thereunder.

   * Second, allowing the Zonda Arbitration to proceed will not
interfere with these chapter 11 cases, but rather will assist in
administering the Debtors' estates by providing finality to a
contingent claim, and may result in an increase to the assets of
the Debtors' estates.

   * Third, arbitration is mandated under the terms of the contract
in question, and a specialized tribunal has already been convened
to hear the merits of the parties' claims.

   * Fourth, litigation in another forum will not prejudice the
interests of other creditors, and may in fact increase the value of
the Debtors' estates.

   * Last, PDVIII and SHI have prepared extensively for a hearing
on the merits in the Zonda Arbitration, and the interests of
judicial economy weigh heavily in favor of allowing the parties to
proceed.  Hundreds of hours have been spent by both sides during
the last two years in preparation for a final hearing. Both the
briefing and submission of evidence are substantially complete. The
tribunal -- which is made up of experienced attorneys well versed
in these matters -- is familiar with the parties and the claims.
The date of the hearing on the merits, which is scheduled to begin
in just a few months, has been set since December 2016. If the
hearing is delayed as a result of the automatic stay, it is unclear
when the parties will be able to obtain a new hearing date.

                      About Pacific Drilling

Pacific Drilling S.A., a Luxembourg public limited liability
company (societe anonyme), operates an international offshore
drilling business that specializes in ultra-deepwater and complex
well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem.  All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193).  The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel;
Evercore Partners International LLP as investment banker;
AlixPartners, LLP, as restructuring advisors; and Prime Clerk LLC
as claims and noticing agent.  Prime Clerk maintains the case Web
site https://cases.primeclerk.com/pacificDrilling

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


PDC ENERGY: Moody's Hikes Corporate Family Rating to Ba3
--------------------------------------------------------
Moody's Investors Service upgraded PDC Energy's (PDC) Corporate
Family Rating (CFR) to Ba3 from B1, Probability of Default Rating
to Ba3-PD from B1-PD and senior unsecured notes rating to B1 from
B2. The outlook was changed to stable from positive. The SGL-2
Speculative Grade Liquidity Rating was also affirmed.

"PDC Energy's upgrade reflects the continued expected increase in
production in 2018 from its core Wattenberg and Delaware assets,"
stated Arvinder Saluja, Moody's Vice President. "Moody's also
expect strong credit metrics and capital efficiency improvement
through 2018."

Upgrades:

Issuer: PDC Energy

-- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

-- Corporate Family Rating, Upgraded to Ba3 from B1

-- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
    B1(LGD4) from B2(LGD4)

-- Senior Unsecured Regular Bond/Debenture, Upgraded to B1(LGD4)
    from B2(LGD4)

Outlook Actions:

Issuer: PDC Energy

-- Outlook, Changed To Stable From Positive

Affirmations:

Issuer: PDC Energy

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

RATINGS RATIONALE

PDC's Ba3 CFR reflects PDC's sizeable production base of about
92,000 boe/d that is expected to grow further in 2018, strong
expected credit metrics in 2018 driven by a solid balance sheet,
and improving operating and capital efficiencies. PDC has few
drilling requirements and low sustaining capital expenditures for
its Wattenberg acreage, and will benefit from good hedging into
2018 and moderate hedging in 2019. The rating also reflects its
large drilling inventory, considerable flexibility with the size of
its capital expenditure program, and the growth in its liquids
production, primarily from the Delaware Basin. PDC's rating is
constrained by its primary production concentration in one basin,
the Wattenberg Field of the Rocky Mountain region, even though its
production from the Delaware Basin acreage in the Permian has
increased rapidly from a small base. Moody's expects the company
will outspend cash flow through 2019 in order to fund the
development of its Permian acreage. Additionally, PDC has a
comparatively large ratio of proved undeveloped reserves (PUDs)
relative to its total proved developed reserves compared to its
peers, which will require high capital spending to develop in the
future.

The company's $500 million notes due 2022 and $400 million senior
unsecured notes due 2024 are rated B1, one notch below the CFR,
reflecting their effective subordination to the borrowing base
revolving credit facility (unrated) due 2020. The revolver is
secured by a pledge of substantially all assets of the company and
ranks ahead of the senior notes. The $200 million 1.125%
convertible notes due 2021 are also rated B1, as they rank equal in
right of payment to the senior notes.

PDC's SGL-2 rating reflects good liquidity. As of September 30,
2017, the company had full availability under its $700 million
secured borrowing base revolving credit facility and approximately
$136 million of cash. Revolver covenants include a current ratio of
at least 1.0x and a Debt / EBITDAX ratio of no more than 4.0x.
Moody's expect the company to maintain comfortable cushion for
future compliance with the covenants at least through 2018.
Substantially all of PDC's assets are pledged as security under the
credit facility which limits the extent to which asset sales could
provide a source of additional liquidity if needed.

The outlook is stable given Moody's expectation that the company
will continue to maintain strong cash flow based leverage metrics
and capital efficiency metrics as it develops its Permian acreage.

The company's ratings could be upgraded should the company
successfully execute on further diversifying its production by
developing its Delaware Basin acreage so that it accounts for over
25% of total production while comfortably maintaining RCF to debt
over 50% and LFCR above 1.5x. The company's ratings could be
downgraded if RCF to debt falls below 30%, or should capital
productivity decline to the extent that PDC's leveraged full-cycle
ratio is below 1.0x.

PDC Energy is an independent exploration and production company
headquartered in Denver, Colorado.

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


PENN REALTY: Plan Outline Okayed, Plan Hearing on Nov. 30
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey is set to
hold a hearing on Nov. 30 to consider approval of the Chapter 11
plan for Penn Realty, LLC.

The court had earlier approved the company's disclosure statement,
allowing it to start soliciting votes from creditors.  

The order, signed by Judge Jerrold Poslusny Jr. on Oct. 26,
required creditors to file their objections and cast their votes
accepting or rejecting the plan not less than seven days before the
hearing.

                      About Penn Realty

Penn Realty, LLC, based in Mount Laurel, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 16-32949) on December 1, 2016. The
Hon. Jerrold N. Poslusny Jr. presides over the case. Albert A.
Ciardi III, Esq., at Ciardi Ciardi & Astin, serves as bankruptcy
counsel to the Debtor.

In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Peter
Hovnanian, managing member.


PHYSIOTHERAPY HOLDINGS: Trust Wins Clawback Suit vs. WSHP, et al.
-----------------------------------------------------------------
In the adversary proceeding captioned PAH LITIGATION TRUST,
Plaintiff, v. WATER STREET HEALTHCARE PARTNERS, L.P., et al.,
Defendants, Adv. Proc. No. 15-51238(KG) (Bankr. D.Del.), Judge
Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware addressed the cross-motions for partial summary judgment
filed by the plaintiff, PAH Litigation Trust, and the defendants,
Water Street Healthcare Partners, L.P. and related entities and
Wind Point Partners IV, L.P. and related entities.

The Litigation Trust and Defendants filed the cross-motions because
while the Litigation Trust and Defendants were in mediation, the
mediator recognized that the parties' contrary and disparate
positions on the potential damages stymied their settlement
discussions.

Upon analysis, Judge Gross awards the Litigation Trust summary
judgment on the scope of damages.

The Litigation Trust filed this adversary proceeding on Sept. 1,
2015, seeking to recover the funds that Defendants allegedly took
from the Debtors in connection with Physiotherapy Holdings, Inc.'s
LBO. The Litigation Trust's complaint purports extensive accounting
manipulations that led to the alleged fraudulent sale of
Physiotherapy. The "manipulations" consisted primarily of the
Debtors' abandonment of the historical look-back revenue
recognition method in favor of a new methodology called the "rate
bridge," which allowed Physiotherapy to record revenue without
verifying that the amount recorded was consistent with past
experience or was actually collected.

In March 2016, Select Medical Corporation acquired the reorganized
Debtors, in which the Noteholders held their Equity Interest.
Select Medical paid $421 million in cash. The Noteholders who sold
their equity to Select Medical in March 2016 received a total of
$282,282,590.11 through this transaction. It is the Noteholders'
receipt of this amount that Defendants argue forecloses recovery by
the Litigation Trust. The amount is significantly higher than the
Noteholders' Equity Interest under the Plan, reflecting
improvements in Physiotherapy's performance created under the
Noteholders' ownership. But the Litigation Trust argues that this
amount is significantly lower than the value of the debt which the
Noteholders agreed to release under the terms of the Plan, in
exchange for the Equity Interest and Litigation Interest.

The Litigation Trust forcefully argues that it is entitled to
recover the full amount of the fraudulent transfers regardless of
the sale to Select Medical.

Then there is the Plan on which, according to the Litigation Trust,
"the Noteholders took a gamble." They accepted equity in bankrupt
Debtors which helped the Debtors emerge from bankruptcy without
massive debts. The Noteholders took a risk and are entitled to the
benefits of their risk-taking. Their sacrifice and management's
efforts increased the value of Physiotherapy. In contrast,
Defendants did nothing to increase Physiotherapy's value. Yet, if
the Litigation Trust is correct, Defendants would benefit despite
making no contribution to the increase in value. Thus, Defendants
would escape the Noteholders' litigation claims and thereby enjoy
asset appreciation, while allegedly defrauded creditors would bear
the burden of asset depreciation.

At bottom, the Noteholders argue that they accepted the risk of
depreciation of their Equity Interest. Therefore, they should
benefit from the appreciation of equity. The Noteholders also argue
that there will be no windfall if the Court accepts their argument.
The Plan provided for the Noteholders to receive the Equity
Interest and the Litigation Trust interest. If the Noteholders had
not agreed to release their claims on the Notes, the Notes would
have continued to accrue interest, which would have made the unpaid
principal and interest worth well over $300 million. Thus, the
Noteholders would not receive a windfall from the litigation.

Defendants argue that the fraudulent transfer laws are remedial,
not punitive, in nature. The intent of the law is to restore
creditors to their positions immediately prior to the fraudulent
transfers. The Defendants also argue that when fraudulent transfer
law was codified through the Bankruptcy Code it did not unleash an
unlimited avoidance power.

The Court's decision on the issue presented appears to be
unanswered by the Third Circuit Court of Appeals. Further, the
difference between the Litigation Trust's position and Defendants'
position well exceeds $200 million. On balance, the Court is
satisfied that the Litigation Trust must be awarded summary
judgment on the scope of damages -- not on the amount, which
remains at issue, but on the concept.

Numerous cases stand for the proposition that a recovery under
Section 550(a) is not capped by the amount of the creditor claims.
All of these cases reject a cap on fraudulent transfer recoveries
under circumstances like what is now before the Court. In MC Asset
Recovery, the district court reviewed the cases and stated that
"all have found that a trustee who brings an action to avoid or
recover a fraudulent transfer may avoid or recover in its entirety,
even when the value of the transfer exceeds the value of all
allowed claims of unsecured creditors." Were the Court to rule
otherwise, it would mean that if Defendants are in fact liable for
the fraudulent transfer, they would keep most if not all of the
transferred money. The Court cannot countenance such an inequitable
result if liability exists.

The Court is fully satisfied that any recovery by the Litigation
Trust will benefit the Estate. The Noteholders are entitled to
one-half of the Litigation Trust recoveries and Court Square, whose
equity was eliminated and who is not a creditor, the other
one-half.

The Court, therefore, holds that the recovery of the Litigation
Trust is not capped by the amounts received in the sale to Select
Medical. Amounts received in excess of the sale consideration will
not be a windfall.

The bankruptcy case is in re: PHYSIOTHERAPY HOLDINGS, INC., et al.,
Chapter 11, Debtors, Case No. 13-12965(KG) (Bankr. D. Del.).

A full-text copy of Judge Gross' Opinion dated Nov. 1, 2017, is
available at https://is.gd/QBecgX from Leagle.com.

Physiotherapy Holdings, Inc., Debtor, represented by Morton R.
Branzburg -- mbranzburg@klehr.com -- Klehr Harrison Harvey
Branzburg, LLP, Nicole L. Greenblatt --
nicole.greenblatt@kirkland.com -- Kirkland & Ellis LLP, Jonathan S.
Henes -- jonathan.henes@kirkland.com -- Kirkland & Ellis LLP,
Nathaniel Kritzer, Kirkland & Ellis LLP --
nathaniel.kritzer@kirkland.com -- Eric F. Leon, Kirkland & Ellis
LLP, David S. Meyer, Kirkland & Ellis LLP, Domenic E. Pacitti --
dpacitti@klehr.com -- Klehr Harrison Harvey Branzburg LLP, Andrew
R. Remming, Morris -- aremming@mnat.com -- Nichols, Arsht & Tunnell
LLP & Michael W. Yurkewicz, Klehr Harrison Harvey Branzburg LLP.

U.S. Trustee, U.S. Trustee, represented by Tiiara N.A. Patton,
United States Department of Justice.

Kurtzman Carson Consultants LLC, Claims Agent, represented by
Albert Kass, Kurtzman Carson Consultants, LLC.

                 About Physiotherapy Holdings

Physiotherapy Holdings, Inc., and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
13-12965) on Nov. 12, 2013.  The Debtors are the largest pure-play
provider of outpatient physical therapy services in the United
States with a national footprint of 581 outpatient rehabilitation
and orthotics & prosthetics clinics located in 29 states plus the
District of Columbia.

The Debtor is represented by Domenic E. Pacitti, Esq., and Michael
W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in
Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan
S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S.
Meyer, Esq., at Kirkland & Ellis LLP, in New York.

The Ad Hoc Committee of Senior Noteholders is represented by
Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

U.S. Bank, National Association, as Bridge Loan Agent, is
represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in
Los Angeles, California.

The Bank of New York Mellon Trust Company, N.A., as Senior Notes
Indenture Trustee, is represented by Eric A. Schaffer, Esq., at
Reed Smith, in Pittsburgh, Pennsylvania.

The Consenting Shareholders are represented by Michael J. Sage,
Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro, Esq.,
at Dechert LLP, in New York.

Roberta A. DeAngelis, the United States Trustee for Region 3
notified the U.S. Bankruptcy Court for the District of Delaware
that a committee of unsecured creditors has not been appointed in
the Chapter 11 cases of Physiotherapy Holdings, Inc.

Physiotherapy Holdings implemented a prepackaged Chapter 11
reorganization plan on Dec. 31, 2013.  The Plan was confirmed Dec.
23.  The Plan gives noteholders all the stock in exchange for debt
and a predicted recovery of 40.3%.  Noteholders voted for the plan
before the Chapter 11 filing.


PODS LLC: Moody's Affirms B2 Corp. Family Rating; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service affirmed PODS LLC's B2 Corporate Family
Rating (CFR), the B3-PD Probability of Default (PDR) rating, and
the B2 rating on the company's existing $50 million revolving
credit facility. The affirmations follow the company's announcement
that it intends to refinance existing indebtedness and to make a
$147 million dividend to shareholders. Concurrently, Moody's
assigned a B2 rating to the company's proposed $775 million first
lien term loan. Ratings on the existing first lien term loan will
be withdrawn upon close of the transaction. The rating outlook is
stable.

RATINGS RATIONALE

The B2 Corporate Family Rating (CFR) balances PODS modest scale and
relatively high degree of financial leverage against its leadership
position in a niche market and growing brand name. The rating
favorably considers PODS strong standing within its niche markets
which is supported by a large number of portable storage containers
(190,000 system-wide containers) and a growing footprint. Moody's
believes the portable moving and storage idea is an efficient and
useful market concept with good growth prospects. These positive
considerations are tempered by the company's on-going roll-up of
franchises which reduces visibility into sustainable margin levels
as well as Moody's expectation of elevated growth capex spend that
will weigh on near-term free cash flow generation. Relatedly,
Moody's also has concerns about the company's aggressive growth
strategy involving high levels of growth-oriented capex in a
relatively young and evolving market that is likely to be
vulnerable to economic downturns.

Moody's views the proposed $147 million dividend as aggressive and
Moody's expect pro forma Debt-to-EBITDA (after Moody's standard
adjustments) to increase by almost 1x to around 5.5x.
Notwithstanding the leveraging dividend, Moody's recognize the
company's good track record of operating performance and the
resultant improvement in credit metrics, which are relatively
well-positioned for the rating and can accommodate some incremental
amount of leverage.

The stable outlook reflects Moody's expectations of continued sales
and earnings growth over the next 12 to 18 months.

Moody's expects PODS to maintain an adequate liquidity profile over
the next 12 months. Pro forma for the dividend, Moody's anticipate
about $45 million cash on hand and absent any usage under the
revolver, the company has no principal obligations until 2024.
Moody's expect heavy capital expenditures over the coming quarters
that will weigh on near-term liquidity such that free cash flow
generation during 2018 is likely to be negative. External liquidity
is provided by a $50 million revolving credit facility that expires
in 2022. The facility contains a springing first lien net leverage
covenant of 7.25x that comes into effect if usage under the
revolver exceeds 30%.

The ratings could be upgraded if Debt/EBITDA was expected to be
sustained below 4x. Maintenance of a good liquidity profile
involving FCF-to-Debt consistently in the mid-single digits and
expectations of a conservative financial policy would be
prerequisites to any rating upgrade.

The ratings could be downgraded if Debt/EBITDA were expected to
remain above 6.25x times or if profitability metrics were to weaken
in a significant way. A tightening liquidity profile, involving
continued reliance on the revolving credit facility and
expectations weakened cash flow generation such that free cash
flows were expected to remain negative or flat could also result in
downward rating pressure.

Issuer: PODS LLC

The following ratings were affirmed:

Corporate Family Rating, affirmed B2

Probability of Default rating, affirmed B3-PD

First lien senior secured revolving facility, affirmed B2 (LGD3)

The following ratings were assigned:

$775 million first lien senior secured term loan due 2024,
assigned B2 (LGD3)

The following ratings are unchanged and will be withdrawn upon
close:

$620 million ($616 million outstanding) first lien senior secured
term loan due 2022, B2 (LGD3)

Outlook, Stable

PODS provides residential and commercial services in the moving and
storage industry in 46 US states, Canada, Australia and the UK.
Founded in 1998, the PODS network has completed more than 700,000
long-distance moves, exceeded 3 million deliveries and has more
than 190,000 PODS containers in service system-wide. PODS is owned
by the Ontario Teachers' Pension Plan (OTPP) and is headquartered
in Clearwater, Florida. For the twelve months ended September 2017,
revenues were approximately $550 million.

The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in May 2017.


PODS LLC: S&P Affirms 'B+' Corporate Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Clearwater, Fla.-based portable storage lessor PODS LLC. The
outlook is stable.

S&P aid, "At the same time, we assigned our 'B+' issue-level rating
and '4' recovery rating to the company's proposed $775 million
first-lien term loan. The '4' recovery rating indicates our
expectation for average recovery (30%-50%; rounded estimate: 35%)
in the event of a default.

"We also assigned our 'B+' issue-level rating and '4' recovery
rating to the company's $50 million revolving credit facility. The
'4' recovery rating indicates our expectation for average recovery
(30%-50%; rounded estimate: 35%) in the event of a default.

"Our affirmation of the company's corporate credit rating reflects
our belief that PODS' financial performance can support the
incremental debt intended to fund a dividend to its financial
sponsor Ontario Teachers' Pension Plan (OTPP). The company's
operating performance has improved over the last year due to
continued acquisitions of successful franchisee operations and
growth in its core retail business, which we expect to continue.

"The stable outlook on PODs reflects our expectation that the
company's financial profile will improve modestly over the next
year pro forma for the debt-financed dividend, based on continued
franchisee acquisitions and organic growth. We expect EBIT interest
coverage in the low-1x area over this period.

"We could lower our ratings on PODS over the next year if the
company's financial profile declines such that its EBIT interest
coverage falls to 1.3x and FFO to debt declines to below 13% for a
sustained period. This could occur if the company's growth in key
markets decreases or if its growth initiatives do not come to
fruition.

"An upgrade is unlikely over the next 12 months due to our
expectation that sponsor ownership precludes sustained improvement
of credit metrics. To raise the rating, we would expect OTPP to
relinquish control over the medium term and the company's credit
metrics to improve on a sustained basis, with EBIT interest
coverage increasing to above 1.9x and FFO to debt to over 23%."


POWELL VALLEY HEALTH: Court Okays Disclosure Statement
------------------------------------------------------
The Hon. Cathleen D. Parker of the U.S. Bankruptcy Court for the
District of Wyoming has approved Powell Valley Health Care, Inc.'s
second amended disclosure statement dated Sept. 26, 2017, referring
to the Debtor's amended Chapter 11 plan of reorganization.

For applicable deadlines relating to the confirmation of the
Debtor's Plan, parties are directed to the Court's order scheduling
confirmation hearing, establishing confirmation procedures, setting
deadline for filing tardy claims and fixing time for filing
acceptances or rejections of Plan and notice of hearing.

A copy of the court order is available at:

          http://bankrupt.com/misc/wyb16-20326-713.pdf

As reported by the Troubled Company Reporter on Oct. 31, 2017, the
deadline to vote to accept or reject the Plan is Dec. 1, 2017.  The
Debtor has estimated Class 1 allowed priority claims of $29,000.
Each holder of an allowed priority claim against the Debtor will
receive either: (a) cash in the amount of the holder's allowed
priority claim; or (b) such other treatment as may be agreed upon
by the Debtor and such holder. Estimated recovery under the Plan is
100% of allowed priority claim. Class 1 is unimpaired by the Plan.

              About Powell Valley Health Care Inc.

Powell Valley Health Care, Inc., provides healthcare services to
the greater-Powell, Wyoming community.  The Company filed for
Chapter 11 bankruptcy protection (Bankr. D. Wyo. Case No. 16-20326)
on May 16, 2016.  The petition was signed by Michael L. Long, CFO.
The case is assigned to Judge Cathleen D. Parker.  The Debtor
estimated assets and debts at $10 million to $50 million at the
time of the filing.

The Debtor is represented by Bradley T. Hunsicker, Esq., at Markus
Williams Young & Zimmermann LLC.  The Debtor has retained Hammond
Hanlon Camp, LLC, as its financial advisor and investment banker.

The United States Trustee appointed Larry Heiser, Veronica
Sommerville, Michelle Oliver, and Joetta Johnson to serve on the
Official Committee of Unsecured Creditors. The Creditors' Committee
tapped Spencer Fane LLP as counsel and EisnerAmper LLP as its
accountant.

No trustee or examiner has been appointed in the case.


PREFERRED CARE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor affiliates that filed Chapter 11 bankruptcy petitions:

    Debtor                                         Case No.
    ------                                         --------
    Preferred Care Partners Management Group, L.P. 17-34296
    5420 W. Plano Pkwy.
    Plano, TX 75093

    Kentucky Partners Management, LLC              17-34297
    5420 West Plano Pkwy.
    Plano, TX 75093

Type of Business: Preferred Care Partners Management Group and
                  Kentucky Partners operate skilled nursing
                  care facilities.

Chapter 11 Petition Date: November 13, 2017

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Harlin DeWayne Hale (17-34296)
       Hon. Stacey G. Jernigan (17-34297)

Debtors' Counsel: Mark Edward Andrews, Esq.
                  DYKEMA COX SMITH
                  1717 Main Street, Suite 4200
                  Dallas, TX 75201
                  Tel: (214) 462-6400
                  Fax: (214) 462-6401
                  E-mail: mandrews@dykema.com

                  Jane Anne Gerber, Esq.
                  DYKEMA COX SMITH
                  1717 Main Street, Suite 4200
                  Dallas, TX 75201
                  Tel: (214) 462-6400
                  Fax: (214) 462-6401
                  E-mail: jgerber@dykema.com

                    - and -
  
                  Aaron Michael Kaufman, Esq.
                  DYKEMA COX SMITH
                  1717 Main Street, Suite 4200
                  Dallas, TX 75201
                  Tel: 214-462-6400
                  Fax: 214-462-6401
                  E-mail: akaufman@dykema.com

Estimated assets and debt:

                         Estimated          Estimated
                           Assets          Liabilities
                         ---------         -----------
Preferred Care       $50,000-$100,000 $10,000,000-$50,000,000
Kentucky Partners         $0-$50,000  $10,000,000-$50,000,000

The petitions were signed by Travis Eugene Lunceford, manager of
general partner.

A full-text copy of Preferred Care Partners' petition, along with a
list of 20 largest unsecured creditors is available for free at:

         http://bankrupt.com/misc/txnb17-34296.pdf

A copy of Kentucky Partners Management's list of 20 largest
unsecured creditors is available for free at:

     http://bankrupt.com/misc/txnb17-34297_creditors.pdf

A copy of Kentucky Partners Management's petition is available at:

        http://bankrupt.com/misc/txnb17-34297_A.pdf


PRIME METALS: November 30 Plan Confirmation Hearing
---------------------------------------------------
Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania conditionally approved the amended
disclosure statement accompanying the plan of reorganization filed
by Prime Metals & Alloys, Inc.

That the hearing on confirmation of the Plan has been set to be
held on November 30, 2017 at 10:00 a.m. November 22, 2017, is fixed
as the last day for filing written acceptances or rejections of the
Plan.

Any objections to the Plan or Disclosure Statement must be served
and filed by no later than November 22, 2017.

Under the Plan, Class 1 consists of the secured claim of S&T Bank.
As previously agreed to by the Debtor, Buyer, and S&T Bank, and
approved by the Court in the Sale Order, S&T Bank received a
distribution from the Sale at Closing. Any remainder of the S&T
Bank's Class 1 Secured Claim not paid at Closing will be paid from
the Net Recoveries of Recovery Actions, after payment of expenses
of the Plan Administrator, then payment in full of all Allowed
Administrative Claims including Allowed 503(b)(9) Claims, and
Allowed Class 2 Priority Claims.

All Class 2 Priority Claims were paid at the time of Closing by the
Title Company. In the event that any Allowed Priority Claim was not
paid in full at the time of the Closing, Allowed Priority Claims
will be paid from either (i) the Net Recoveries of all Recovery
Actions pursued by the Plan Administrator, after payment of
expenses of the Plan Administrator and payment in full of all
Allowed Administrative Claims including Allowed 503(b)(9) Claims,
or (ii) the Unsecured Creditor Carve-Out.

Class 3 consists of all Allowed General Unsecured Claims against
the Debtor. Each Class 3, General Unsecured Claim, will receive its
pro rata share of the Unsecured Creditor Carve-Out ($175,000)
reserved from the Purchase Price and currently held in Escrow by
the Debtor's Counsel. In the event that the Allowed 503(b)(9)
Claims and Class 2 Priority Claims are not paid in full through the
disbursement of Net Recoveries, the Unsecured Creditor Carve-Out
will first be used to pay any remaining Allowed 503(b)(9) Claims
then Class 2 Priority Claims in full, with the remainder of the
Unsecured Creditor Carve-Out to be used to pay the Allowed Class 3
General Unsecured Claims.

Class 1, Class 2 and Class 3 are Impaired, and the holders of Class
1, Class 2 and Class 3 Claims are entitled to vote to accept or
reject the Plan.

The source of the money to fund the initial payments under the Plan
will come from the Escrow Account, currently held by the Debtor's
Counsel. The Plan will be implemented and administered by Robert S.
Bernstein, Esq, as Plan Administrator.

On August 18, 2017, the Debtor and Buyer consummated the sale of
all Assets for a Purchase Price of $9,600,000 plus the Buyer’s
assumption of the Assumed Liabilities. From the Purchase Price, the
Debtor is holding $742,500 in Escrow. The Debtor also anticipates
that it will pursue Recovery Actions. The Debtor proposes the
following Plan regarding the distribution of the Escrow Amount and
Net Proceeds from the Recovery Actions.

A full-text copy of the Amended Disclosure Statement, dated
November 1, 2017, is available at

A full-text copy of the Amended Chapter 11 Plan of Liquidation,
dated November 1, 2017, is available at https://is.gd/NbkZ5a

Address for return of ballots:

            Prime Metals & Alloys, Inc. Ballot Return
            c/o Bernstein-Burkley, PC
            Attn: Kirk B. Burkley, Esq.
            707 Grant Street, Suite 2200
            Pittsburgh, PA 15219

                   About Prime Metals & Alloys

Prime Metals & Alloys, Inc., began as a scrap-trading company and
has grown to manufacturing and providing alloys, ingots, specialty
scrap materials and customized scrap blends.  Prime Metals & Alloys
sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 17-70164) on
March 2, 2017, estimating assets of $1 million to $10 million and
$10 million to $50 million in debt.  The petition was signed by
Richard Knupp, president.

Judge Jeffery A. Deller is assigned to the case.

The Debtor tapped Kirk B. Burkley, Esq., Allison L. Carr, Esq., and
Daniel R. Schimizzi, Esq., at Bernstein-Burkley, P.C., as counsel.
H2R CPA LLC serves as the Debtor's accountant.  The Debtor employed
Strategic Advisors, Inc., to market its assets.  

Andrew Vara, acting U.S. trustee for Region 3, on March 22
appointed five creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Prime Metals &
Alloys, Inc.

The Troubled Company Reporter has reported on August 28, 2017 that
Resco Products, Inc., has left the C0ommittee, and the remaining
committee members now include: (1) Anderson Electric; (2) Exelos
Computer Services; (3) Wack Manufacturing; and (4) Custom Alloy
Corporation.

The official committee of unsecured creditors retained Fox
Rothschild LLP as legal counsel.


R & S ANTIQUES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: R & S Antiques, Inc.
        262 North Rodeo Drive
        Beverly Hills, CA 90210

Type of Business:     R & S Antiques, Inc. dba David Orgell --
                      www.davidorgell.com -- is a family owned
                      retailer of high-end jewelry and timepieces,
                      as well as crystal, antique silver & gifts.
                      The company's Rodeo Drive location was
                      founded in 1958 by David Orgell, son of
                      Spencer Orgell.  The Orgell legend began in
                      the late 1800s in England, where the Orgell
                      family had developed a prominent clientele
                      in London that included, among others, the
                      Royal family.  Immigrating to the United
                      States, the Orgell family found its way to
                      Los Angeles and settled in nearby Beverly
                      Hills in the 1940s.  David Orgell was
                      purchased by the Soltani family in 1989.

Chapter 11 Petition Date: November 13, 2017

Case No.: 17-23986

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Julia W. Brand

Debtor's Counsel: Jason Balitzer, Esq.
                  SULMEYERKUPETZ APC
                  333 S Hope St 35th Fl
                  Los Angeles, CA 90071
                  Tel: 213-626-2311
                  Fax: 213-629-4520
                  E-mail: jbalitzer@sulmeyerlaw.com

                    - and -

                  Victor A Sahn, Esq.
                  SULMEYERKUPETZ APC
                  333 S Hope St 35th Fl
                  Los Angeles, CA 90071-1406
                  Tel: 213-626-2311
                  Fax: 213-629-4520
                  E-mail: vsahn@sulmeyerlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Rahim Soltani, president.

A full-text copy of the petition containing, among other items,
a list of the Debtor's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb17-23986.pdf


RAJYSAN INC: Taps Alpert Barr as Special Litigation Counsel
-----------------------------------------------------------
Rajysan, Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to hire Alpert, Barr & Grant, A
Professional Law Corporation as its special litigation counsel.

Alpert, Barr will represent the Debtor in a lawsuit it filed
against its former controllers Bruce Miller and Jodee Omer-Miller
of Bruce Miller & Associates; and another lawsuit it filed against
Gurmeet Sahani and several other defendants for breach of fiduciary
duty.  The firm will also represent the Debtor in two other cases
filed by Digital Records Management Inc. and a certain Jasmine
Sahani.

The cases have been consolidated in the Los Angeles Superior
Court.

The Debtor will pay the firm a post-petition retainer in the sum of
$100,000.

Adam Grant, Esq., the attorney who will be providing the services,
disclosed in a court filing that he does not represent any interest
adverse to the Debtor or its estate.

Alpert Barr can be reached through:

     Adam Grant, Esq.
     Alpert, Barr & Grant,
     A Professional Law Corporation
     6345 Balboa Blvd., Suite 1-300
     Encino, CA 91316-1523
     Tel: (818) 881-5000
     Fax: (818) 881-1150
     Email: agrant@alpertbarr.com

                        About Rajysan Inc.

Founded in 1984, Rajysan, Incorporated, is a wholesale distributor
of industrial machinery and equipment.  The Simi Valley,
California-based Company filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 17-11363) on July 29, 2017.  The petition was signed
by Gurpreet Sahani, its president.

At the time of filing, the Debtor estimated $0 to $50,000 in assets
and $1 million to $10 million in liabilities.  Judge Peter Carroll
presides over the case.  The Debtor is represented by Andrew
Goodman, Esq., at Goodman Law Offices, APC.

On August 31, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in the Debtor's case.
The committee hired Marshack Hays LLP as its bankruptcy counsel,
and Force Ten Partners LLC as its financial advisor.


RAVENSTAR INVESTMENTS: Sale of Reno Property for $625K Approved
---------------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized Ravenstar Investments, LLC's sale of
real property located at 5282 Allegheny Street, Reno, Nevada to
Todd Kaufman for $625,000.

A hearing on the Motion was held on Nov. 1, 2017 at 2:00 p.m.

The sale is free and clear of liens, claims and encumbrances, with
such liens, claims and encumbrances to attach to the proceeds of
the sale.

The $70,000 in sales proceeds will be disbursed directly from
escrow as follows:

     a. $1,000 to First American Title Co. to pay the actual
Seller's costs of sale up to 2% of the total purchase price.

     b. $5,000 to Jason Norris, the Buyer's agent

     c. $15,000 to Darby Law Practice, Ltd. for the fees & costs
and subject to Court approval and disgorgement

     d. $49,000 to the Debtor to be deposited in the DIP Bank
Account.  The amount may be reduced if the actual costs of sale are
more than estimated.

As provided by Fed. R. Bankr. P. 6004(h), 6006(d) and 7062, the
Order will be effective and enforceable immediately upon entry.
Notwithstanding Bankruptcy Rules 6004(h), the Court expressly finds
that there is no just reason for delay in the implementation of the
Order and expressly directs entry of judgment as set forth.

                  About Ravenstar Investments

Ravenstar Investments, LLC, owns fee simple interests in eight
properties located in Sun Valley and Reno, Nevada.  It posted gross
revenue from rental income of $38,960 for 2016 and $45,210 for
2015.

Ravenstar Investments sought Chapter 11 protection (Bankr. D. Nev.
Case No. 17-50751) on June 15, 2017.  It disclosed $2.65 million in
assets and $2.59 million in liabilities.


RELIABLE HUMAN: Taps Steven Nosek Firm as Bankruptcy Counsel
------------------------------------------------------------
Reliable Human Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Minnesota to hire attorneys
from the law firm of Steven B Nosek PA in connection with its
Chapter 11 case.

The Debtor proposes to employ Steven Nosek, Esq., and Yvonne Doose,
Esq., at the law firm of Steven B Nosek PA, to, among other things,
give legal advice regarding its duties under the Bankruptcy Code;
assist in the preparation of a bankruptcy plan; and represent the
Debtor in adversary proceedings.

Mr. Nosek and Ms. Doose will charge $300 per hour and $200 per
hour, respectively.

Both attorneys disclosed in court filings that they do not hold any
interest adverse to the Debtor or its estate.

The firm may be reached at:

     Steven B. Nosek, Esq.
     Yvonne R. Doose, Esq.
     Steven B Nosek PA
     2855 Anthony Ln S, Ste 201
     St Anthony, MN 55418
     Tel: 612-877-8041
     Fax: 612-789-2109
     E-mail: ydoose@dooselawfirm.com
     E-mail: snosek@noseklawfirm.com

                   About Reliable Human Services

Reliable Human Services, Inc. was incorporated on October 24, 2006,
in Minnesota.  It provides home health care services for clients
who require assistance on a daily basis while living in their home
or with a family member.  It provides care for clients on Medical
Assistance, UCare, Medica and BlueCross.

Reliable Human Services, which is owned by its executive director
Christian K. Kolleh, employs 20 nurses and 90 personal care
attendants.  The company's office is located at 5701 Shingle Creek
Parkway, Suite 470, Brooklyn Center, Minnesota.

Reliable Human Services filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 16-43368) on November 15, 2016.  The petition was
signed by Christian K. Kolleh, president.  The Debtor is
represented by Steven B. Nosek, Esq., Steven B. Nosek, P.A.  At the
time of filing, the Debtor estimated assets at $0 to $50,000 and
liabilities at $500,000 to $1 million.

On March 30, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.  The plan
proposes to pay unsecured creditors 5% of their claims.


RESOLUTE ENERGY: Fitch Assigns B+ Rating to $550MM Unsec. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR2' rating to Resolute Energy
Corporation's (NYSE: REN) issuance of $550 million unsecured notes
due 2025. Proceeds from the notes will be used to refinance REN's
existing 8.50% unsecured notes due 2020 and to pay transaction
fees, expenses and associated call premium. The transaction will
extend REN's maturity profile by five years. The notes will be
unsecured obligations of REN and will rank junior to the revolving
credit facility, which has a Feb. 17, 2021 maturity date.

KEY RATING DRIVERS

SMALL BUT EVOLVING ASSET BASE

REN's ratings are based on the company's small but evolving asset
base, additional liquidity provided by divestment of Aneth Field,
and an improving operating cost structure. Fitch is estimating cash
costs will decline by 29% from $18.24/boe in 2017 to $12.9/boe in
2018 and approach the cost profile of Permian based E&P operators
to reflect REN's new company profile as a pure pay Permian
producer. Fitch's forecast incorporates 2017 production volumes of
23.8 mboe/day, at the low end of management guidance of 24 to 25.5
mboe/day.

Close to 100% of Resolute's 2017 capital expenditure will be spent
on the Delaware Basin where the company has reported encouraging
well results, driven by enhanced completion designs including
tighter spacing and higher proppant loading per foot.

Fitch expects strong volume growth from REN's small but expanding
Permian footprint. However, a production profile at under 50
mboe/day when combined with execution risks related to the
development program will likely cap the rating at a the 'B-' level
in the near term. Longer-term, as REN works through its current
drilling inventory, the company is likely to pursue incremental
acquisition opportunities in order to build scale. The rating is
based on the expectation that future acquisitions will be funded in
a credit friendly manner, as Fitch expects REN will prioritize
financial flexibility.

EXPANSION IN THE PERMIAN

REN has transformed into a pure-play Permian Basin exploration and
production company, where it has reported strong results from
recent down-spacing tests and has been drilling with two rigs in
2017. Fitch expects Resolute will add a third rig in early 2018 to
drill incremental wells in the 'Bronco' properties. Moreover, it is
Fitch's view that a fourth rig could be added post 2018 and that
the forecasted drilling pace represents 10 years of drilling
inventory.

REN maintains operational control over its acreage and has over 90%
held by production, providing the company with flexibility in the
timing of capital deployment and drilling pace. Recently acquired
Permian acreage is largely contiguous and adjacent to existing
footprint. Fitch believes that acreage consolidation should benefit
the company since REN can harness greater efficiencies in
contiguous or adjacent acreage due to technological advancements in
drilling and completions.

SALE OF THE ANETH FIELD

REN closed the previously announced Aneth Field asset sale on Nov.
6, 2017. The company received $160 million in cash at closing.
Additional cash consideration of up to $35 million will accrue to
REN if oil prices exceed certain established levels, ranging from
$52.5 /barrel to $60/barrel, over the next three years. Proceeds
from the sale will be used to pay down the $125 million outstanding
under the revolving credit facility at the time of closing, and to
accelerate the 2018 drilling program including the addition of a
third rig in the Delaware Basin.

REN's borrowing base driven revolving credit facility was slightly
reduced to $210 million from $218.8 million following the closing
of the sale.

HEDGING POLICY

REN has a track record of hedging its production to buffer the
impact of volatile oil and gas prices to support economic returns,
and protect future cash flows. Management typically hedges 67%-75%
of production looking forward 12 to 18 months. According to
management, 60% of current oil production is hedged at a floor of
approximately $50 per barrel. 56% of natural gas production is
hedged at a floor of approximately $2.70/mcf in 2017. Management
continues to opportunistically layer in hedges in the near to
medium term, especially as Resolute is lightly hedged in 2018 and
beyond, which Fitch believes exposes the company to material credit
risks in a sustained price correction.

FORECASTED METRICS

REN continues to improve overall credit metrics and strengthen its
balance sheet. Debt/EBITDA peaked at 5.2x in 2014 and declined to
3.7x as of Dec. 31, 2016. Debt/flowing barrel also peaked at
$61,682 in 2014 and has declined to $38,021 in 2016. Fitch expects
these metrics to further improve under the base case due to
projected production growth, lower operating costs, and solid
liquidity, in a rising oil price environment. Under Fitch's base
case, debt/EBITDA is forecasted to decline to under 1.5x by
year-end (YE) 2019. REN is committed to maintaining a strong
balance sheet and has issued common equity and preferred equity to
fund acquisitions or pay down debt in the last few quarters.
Management has prioritized financial flexibility and expects to
target debt/EBITDA under 2.5x.

DERIVATION SUMMARY

Fitch believes the current stage of REN's portfolio repositioning
and evolution, into a pure play Delaware Basin operator, and its
small production profile with expected 2017 average daily
production of 23.8 mboe/day caps the rating in the 'B-' category.
Fitch recognizes the cost savings that accrues to REN from selling
the Aneth Field acreage where 3Q 2017 LOE costs was $21.5/boe
compared to $5 - $6/boe LOE costs for Permian peers. The reduction
in full cycle costs should improve REN's margin profile, but REN
lacks the size and scale of other single basin high yield E&P peers
such as Extraction Oil & Gas (XOG, B+/Stable), which has an
established presence in the Denver-Juliene basin, and forecasts
expected 2017 daily production of 50 mboe/day under Fitch's
assumptions.

KEY ASSUMPTIONS

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

-- Base case WTI price that trends up from $50/barrel in 2017,
    $50/barrel in 2018, $52.50/barrel in 2019 and long-term price
    of $55.00/barrel
-- Base Case Henry Hub gas that trends up from 2.75/mcf in 2017,
    $3.00/mcf in 2018, $3.00/mcf in 2019 and a long-term price of
    $3.25/mcf
-- Capex of $275 million in 2017, and future capex assumptions
    in line with recent management guidance, and increasing in the
    out years to reflect operational momentum from production
    growth;
-- 2017 divestiture of Aneth Field acreage;
-- Improvement in overall cost profile between 2017 and 2018 and
    in the out years to reflect impact of divestiture of higher
    cost Aneth Field acreage;
-- 2017 production of 23.8 mboe/day and 2018 production of 38.9
    mboe/day
-- No incremental equity issuance, acquisitions or divestitures
    outside of announced and planned transactions.

RATING SENSITIVITIES

Future Developments that may, individually or collectively lead to
a positive rating action include:

-- Production profile that approaches 50 mboe/day
-- Successful execution of current strategy within stated goals
    including gaining operational momentum with an optimal funding
    mix
-- Expansion of current inventory in a credit conscious manner

Future Developments that may, individually or collectively lead to
a negative rating action include:

-- Additional acquisitions that result in a deviation from stated

    financial policy
-- Adoption of less conservative financing mix, or inability to
    adhere to its' hedging policy leading to increased
    vulnerability to lower oil and gas prices
-- Significant reduction in total liquidity due to a lower
    borrowing base re-determination triggered by a weaker oil
    and gas price environment
-- interest coverage approaching 1.5x

ADEQUATE LIQUIDITY POSITION

REN's primary sources of liquidity are cash on the balance sheet,
cash from operations, the revolving credit facility, and proceeds
from the issuance of debt and equity and asset sales. Liquidity at
the end of Q3 2017 comprised $0.9 million of cash on the balance
sheet, and $91 million available under the revolving credit
facility. The company also has restricted cash of 23.1 million
located on the consolidated balance sheet under noncurrent assets
as of Dec. 31, 2016, which is contractually restricted for the
purpose of settling asset retirement obligations tied to the Aneth
Field.

The revolving credit facility is secured by substantially all of
Resolute's oil and gas properties, and was amended in February
2017. The amendment approved the extension of the maturity date to
2021 and a change in the composition of the members of the existing
syndicate. The syndicate banks are now led by Bank of Montreal. The
revolving credit facility specifies a maximum borrowing base as
determined by the lenders and was set at

$150 million from $105 million in February 2017: The borrowing base
increased to $225 million on April 17, 2017 during the scheduled
semi-annual borrowing base re-determination exercise reflecting the
Delaware Basin acquisitions. Following the Aneth Field sale, the
borrowing base was re-determined on Nov. 6, 2017 at $210 million.
Total liquidity pro forma the Aneth Field sale and the debt
refinancing equals $230.1 million representing $22.9 million of
cash on the balance sheet, and $207.2 million of availability under
the credit facility

No Near-Term Maturities: REN does not have any near term
maturities. The amended credit facility extended the maturity date
till 2021. The newly issued unsecured bonds have a 2025 maturity
date.

Fitch is forecasting 2017 as a transformational year where REN will
generate negative free cash flow (FCF). However, under current
assumptions, the company will trend towards positive to neutral FCF
in the forecast period supported by production growth.

FULL LIST OF RATING ACTIONS

Fitch currently rates REN:

-- Long-Term Issuer Default Rating 'B-';
-- Revolving credit facility 'BB-/RR1;
-- Senior unsecured notes 'B+/RR2'.

The Rating Outlook is Stable.


RESOLUTE ENERGY: Moody's Rates Senior Unsecured Regular Bonds Caa1
------------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Resolute Energy
Corporation's (REN) proposed offering of senior notes due 2025. The
B3 Corporate Family Rating (CFR), B3-PD Probability of Default
Rating (PDR), SGL-3 Speculative Grade Liquidity Rating and stable
outlook are not affected by this action. Resolute intends to use
the net proceeds of the notes issue to redeem its 8.50% senior
notes due 2020.

Assignments:

Issuer: Resolute Energy Corp.

-- Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD4)

RATINGS RATIONALE

Resolute's senior notes are rated Caa1, reflecting their
subordinated position to its $210 million secured credit facility's
priority claim to the company's assets. The size of the senior
secured claims relative to Resolute's outstanding senior unsecured
obligations results in the notes being rated one notch below the B3
CFR, consistent with Moody's Loss Given Default (LGD) methodology.

The B3 CFR reflects Resolute's modest but growing scale, its
concentrated reserve base in the Delaware Basin of the Permian
Basin, and an aggressive, growth-oriented capital spending program
that will be partially funded by borrowing under its revolving
credit facility. On November 6, Resolute closed on the sale of its
Aneth Field properties in the Paradox Basin of Southeastern Utah,
effective October 1, for $195 million, including a $35 million
three-year contingent payment. Proceeds were used to repay
borrowings under its secured borrowing base revolving credit
facility. The improved liquidity, a function of the Aneth sale,
will enable Resolute to add a third drilling rig in 2018 to its
Delaware acreage, further growing production from its 2017 guidance
of 24,500 to 25,500 barrels of oil equivalent (Boe) per day.
However, debt levels are expected to increase with the company
outspending cash flow into 2018, although higher production
generating growing and well-hedged cash flow should enable Resolute
once again to reduce its leverage in 2018 and beyond. The rating
benefits from the company's attractive position in the Southern
Delaware portion of the Permian where the company continues to
deliver strong drilling results relative to its similarly-rated
peers. Resolute's small footprint in the desirable Delaware will
likely require it to remain acquisitive, which represents a risk
given the very high prices acreage has commanded in recent
transactions.

Resolute's SGL-3 Speculative Grade Liquidity Rating reflects
adequate liquidity through 2018. Operating costs will decline with
the sale of high-cost Aneth, but the expected deployment of a third
rig in the Delaware will increase spending and require funding
under Resolute's revolving credit facility. Pro forma for the Aneth
sale, Resolute will have full availability under its $210 million
secured borrowing base revolving credit facility, providing
sufficient funding for the expected outspending of cash flow. The
revolver has a scheduled maturity date of February 2021. Under the
terms of the revolver, the company is subject to financial
covenants, including [secured] debt to EBITDA of no more than 4.0x
and current ratio greater than 1.0x. Moody's expects Resolute to
maintain compliance with its covenants, with coverages improving in
2018.

The outlook is stable. An upgrade would be considered if production
grows to exceed 30,000 Boe per day and presuming retained cash flow
(RCF) to debt holds above 30%. While acquisitions are expected,
rating improvement will depend on capital discipline both in terms
of price and funding. The rating could be downgraded if RCF to debt
falls below 20% or EBITDA to interest coverage falls below 2.0x.

Resolute Energy Corporation, is a publicly-traded oil and gas
exploration and production company headquartered in Denver,
Colorado. The company's operations are focused in Reeves County,
Texas within the Permian Basin.

The principal methodology used in this rating was Independent
Exploration and Production Industry published in May 2017.


RESOLUTE ENERGY: S&P Rates New $550MM Senior Unsecured Notes 'B-'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating (the same
as the corporate credit rating) to Denver–based Resolute Energy
Corp.'s proposed $550 million senior unsecured notes due 2025. The
company will use the note proceeds to refinance its existing $525
million 8.5% senior unsecured notes due 2020. The recovery rating
remains '4', indicating our expectation of an "average" (30% to
50%; rounded estimate 35%) recovery to creditors in the event of a
payment default.

The ratings on Resolute reflect S&P's assessment of the company's
vulnerable business risk profile and aggressive financial risk
profile, with the company's limited scale of operations relative to
higher-rated peers resulting in a negative comparable ratings
analysis. These assessments also incorporate Resolute's lack of
geographic diversification with all operations in the Permian
Basin, production weighted towards liquids, exposure to the highly
cyclical oil and gas exploration and production industry, and
relatively conservative financial policies.

  RATINGS LIST

  Resolute Energy Corp.

   Corporate Credit Rating                B-/Stable/--       
   Senior Unsecured
    US$550 mil nts due 2025               B-   
     Recovery Rating                      4(35%)  


RV COLLISION: Seeks to Hire Taxman USA as Accountant
----------------------------------------------------
RV Collision and Restoration, LLC seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Taxman
USA, Inc. as its accountant.

The firm will assist the Debtor in the preparation of its annual
tax returns.  The cost of the Debtor's 2015 return is $500 while
the cost of its 2016 return is $750.

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

The firm can be reached through:

     Robert Rothfeld
     Taxman USA Inc.
     822 Bryan Street
     Kissimmee, FL 34741
     Phone: (407) 932-3499

               About RV Collision and Restoration

RV Collision and Restoration, LLC, filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 17-01590) on March 13, 2017, listing
under $1 million in both assets and liabilities.  Tyler S. Van
Voorhees Law, LLC represents the Debtor as bankruptcy counsel.


RYCKMAN CREEK: December 6 Plan Confirmation Hearing
---------------------------------------------------
Ryckman Creek Resources, LLC, and its debtor-affiliates have
further revised the Third Amended Plan to, among other things, make
certain changes to creditor classification and treatment, provide
additional information, and make certain other revisions.

The Confirmation Hearing will commence on December 6, 2017, at
11:00 a.m.  The Ballot indicating acceptance or rejection of the
Plan must be received no later than December 1, 2017.  The Plan
objection deadline is December 1.

Under the Fourth Amended Plan, Class 3 consists of all unsecured
claims, including all Prepetition Credit Agreement Claims and all
General Unsecured Claims. Each holder of an allowed Class 3 claim
will receive on the Trust Distribution Date on account of such
Class 3 claim its pro rata share of the Class 3 Common Units. The
Debtors have estimated 0% to 100% recovery for every allowed Class
3 claim.  Class 3 is impaired and holders of allowed Class 3 claims
are entitled to vote to accept or reject the Plan.  

The Reorganized Debtors' capital structure at emergence will
consist of the following: (a) 80% Plan Sponsor's New Common Units,
(b) 20% Liquidating Trust Common Units, (c) 18% DIP Common Units,
and (d) 2% Class 3 Common Units.  Following consummation of the
Plan, the Debtors' balance sheet will be deleveraged by more than
$393 million.

Distributions under this Plan and Reorganized Ryckman's operations
after the Effective Date will be funded from the following sources:


     (a) The Plan Sponsor will pay Cash to the Reorganized Debtors
in the amount of the Plan Sponsor Cash Consideration to make the
Cash distributions specified in Article II and Article IV of this
Plan.  

     (b) The Plan Sponsor Working Capital Commitment will be
available to fund capital expenditures and working capital for
Reorganized Ryckman from and after the Effective Date.

     (c) All Cash necessary for the Reorganized Debtors to make
payments required by the Plan will be obtained from the Debtors'
Cash balances then on hand and/or Cash from business operations,
after giving effect to the transactions contemplated under the
Plan.

A full-text copy of the Fourth Amended Plan, dated November, 2017,
is available for free at https://is.gd/PM7IBa

Counsel for the Debtors:

            Robert A. Weber, Esq.
            Alison M. Keefe, Esq.
            SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
            One Rodney Square
            P.O. Box 636
            Wilmington, Delaware 19899-0636
            Telephone: (302) 651-3000
            Fax: (302) 651-3001

            -- and --
             
            George N. Panagakis, Esq.
            Christopher M. Dressel, Esq.
            Tabitha J. Atkin, Esq.
            SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
            155 N. Wacker Dr.
            Chicago, Illinois 60606
            Telephone: (312) 407-0700
            Fax: (312) 407-0411

                About Ryckman Creek Resources, LLC

Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged
in the acquisition, development, marketing, and operation of a
natural gas storage facility known as the Ryckman Creek Facility.

The Ryckman Creek Facility is a depleted crude oil and natural gas
reservoir located in Uinta County, Wyoming.  The company began
development of the reservoir into a natural gas storage facility in
2011.  The Ryckman Creek Facility began commercial operations in
late 2012 and received injections of customer gas and gas purchased
by the company.  The company and its affiliated debtors have
approximately 35 employees.

Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC,
Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
16-10292) on Feb. 2, 2016. The petitions were signed by Robert Foss
as chief executive officer. Kevin J. Carey has been assigned the
case.

The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as
counsel; AP Services, LLC, as management provider; Evercore Group
LLC as investment banker; and Kurtzman Carson Consultants LLC as
claims and noticing agent.

The Debtors employ Great American Group Advisory & Valuation
Services, L.L.C., as valuation consultant.

On April 11, 2016, Ryckman Creek Resources disclosed total assets
of more than $205 million and total debt of more than $391.2
million.

On Feb. 12, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Attorneys for the
committee are Greenberg Traurig, LLP's Dennis A. Meloro, Esq.,
David B. Kurzweil, Esq., and Shari L. Heyen, Esq. The committee
retained Alvarez & Marsal, LLC, as financial advisor.


SAMUEL E. WYLY: Private Sale of MC LLC's Dallas Property Approved
-----------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Samuel Evans Wyly's private sale of Mi
Casa, LLC ("MC LLC")'s real property located at 4945 Crooked Lane,
Dallas, Texas free and clear of interests.

Allie Beth Allman is authorized to personally advance the
Make-Ready Costs and the Monthly Costs, place all utilities (e.g.,
water, electricity, gas) in her name, and pay the expenses
associated with the same during the period prior to sale of the
Home.

The Home sale proceeds will be distributed: (i) first, in payment
of all reasonable and necessary closing costs attributable to the
seller; (ii) next, in payment of the Brokerage Commission and
repayment of the Make-Ready Costs and Monthly Costs to Allie Beth
Allman; and (iii) finally, the Net Proceeds will be distributed in
accordance with further Orders of the Court following final
approval of a contract to sell the Home.

                         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.


SCOTTDALE DETOX: Taps Michael W. Carmel as Legal Counsel
--------------------------------------------------------
Scottsdale Detox Center Of Arizona LLC received approval from the
U.S. Bankruptcy Court for the District of Arizona to hire Michael
W. Carmel, Ltd. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.

Michael Carmel, Esq., the attorney who will be handling the case,
will charge an hourly fee of $600.  Paralegals will charge $135 per
hour.

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

The firm can be reached through:

     Michael W. Carmel, Esq.
     Michael W. Carmel, Ltd.
     80 East Columbus Avenue
     Phoenix, AZ 85012-2334
     Tel: (602) 264-4965
     Fax: (602) 277-0144
     Email: Michael@mcarmellaw.com

             About Scottsdale Detox Center Of Arizona

Scottsdale Detox Center Of Arizona LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
17-11494) on September 28, 2017.  Judge Eddward P. Ballinger, Jr.
presides over the case.


SEADRILL LTD: Committee Taps Patton Moreno as Panamanian Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Seadrill Limited
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to hire Patton, Moreno & Asvat as Panamanian
counsel.

The committee is conducting an investigation into the
pre-bankruptcy transactions of Seadrill and its affiliates and
certain documents related to the transactions are governed by or
implicate Panamanian law.  

The attorneys and paralegals primarily responsible for representing
the committee and their standard hourly rates are:

     Enrique Sibauste      Of Counsel     US$425
     Maria Teresa Diaz     Partner        US$350
     Belisario Porras      Partner        US$350
     Nadya Price           Associate      US$285

Other attorneys, paralegals and case management clerks may also
assist the committee.  The hourly rates for these professionals
are:

     Fernando Ahued     US$285
     Paralegal          US$175
     Secretary          US$150

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

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Sibauste disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.

Mr. Sibauste also disclosed that no professional at the firm has
varied his rate based on the geographic location of the Debtors'
bankruptcy cases and that the firm has not represented the
committee prior to its formation.

Patton Moreno is developing a budget and staffing plan for the
period through Dec. 31 to be presented for approval by the
committee, Mr. Sibauste further disclosed.

The firm can be reached through:

     Enrique Sibauste, Esq.
     Patton, Moreno & Asvat
     Capital Plaza Building, 8th Floor
     Paseo Roberto Motta
     Costa del Este, Panama City
     Republic of Panama

                    About Seadrill Limited

Seadrill Limited is a deepwater drilling contractor, providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates own
or lease 51 drilling rigs, which represents more than 6% of the
world fleet.

As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.

As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.

Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.

After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-60079) on Sept. 12, 2017.

Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commenced liquidation proceedings in Bermuda to appoint Joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young serve as the joint and several provisional
liquidators.

In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, HoulihanLokey, Inc. as financial advisor, and
Alvarez &Marsal as restructuring advisor. Willkie Farr & Gallagher
LLP, serves as special counsel to the Debtors.  Slaughter and May
has been engaged as corporate counsel, and Morgan Stanley serves as
co-financial advisor during the negotiation of the restructuring
agreement. Advokatfirmaet Thommessen AS serves as Norwegian
counsel. Conyers Dill & Pearman serves as Bermuda counsel.
PricewaterhouseCoopers LLP UK, serves as the Debtors' independent
auditor; and Prime Clerk is their claims and noticing agent.

On September 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Kramer Levin Naftalis& Frankel LLP, as counsel; Cole Schotz P.C. as
local and conflict counsel; Zuill& Co. as Bermuda counsel; Quinn
Emanuel Urquhart & Sullivan, UK LLP as English counsel;
Advokatfirmaet Selmer DA as Norwegian counsel; and Perella Weinberg
Partners LP as investment banker.


SHIBATA FLORAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Shibata Floral Company
        620 Brannan St
        San Francisco, CA 94107

Type of Business: Shibata Floral Company is a family owned and
                  operated wholesale floral and floral supply
                  distributor servicing the West Coast since 1921.

                  Started as a rose grower, the company expanded
                  into carnation growing, chrysanthemum
                  propagation and floral supplies.  Shibata Floral

                  has now evolved into a multifaceted distribution

                  business offering thousands of floral related
                  products from all over the world through its
                  locations in the San Francisco, Los Angeles and
                  Portland flower markets.  

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

Case No.: 17-31143

Chapter 11 Petition Date: November 13, 2017

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hon. Dennis Montali

Debtor's Counsel: Chris D. Kuhner, Esq.
                  KORNFIELD, NYBERG, BENDES, KUHNER & LITTLE P.C.
                  1970 Broadway #225
                  Oakland, CA 94612
                  Tel: (510) 763-1000
                  E-mail: c.kuhner@kornfieldlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eric L. Shibata, president.

A full-text copy of the petition, along with a list of 20 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/canb17-31143.pdf


SKY-SKAN INC: Taps Deshaies Law as Co-Counsel
---------------------------------------------
Sky-Skan Incorporated seeks approval from the U.S. Bankruptcy Court
for the District of New Hampshire to hire Deshaies Law in
connection with its Chapter 11 case.

Deshaies Law will serve as co-counsel with The Tamposi Law Group,
P.C., the firm tapped by the Debtor to be its bankruptcy counsel.

Cheryl Deshaies, Esq., the attorney who will be providing the
services, will charge an hourly fee of $225.

Ms. Deshaies disclosed in a court filing that the firm and its
members and associates do not hold any interest adverse to the
Debtor.

The firm can be reached through:

     Cheryl Deshaies, Esq.
     Deshaies Law
     24 Front Street, Suite 111
     Exeter, NH 03833

                    About Sky-Skan Incorporated

Sky-Skan, Inc., was founded in 1967 as a company dedicated solely
to the development and manufacture of specialized devices for
depicting dynamic visualizations of astronomical and meteorological
phenomena on planetarium domes in museums, schools, and
universities. The company has since grown to become a provider of
digital fulldome science visualization, theater control, and show
programming systems for hundreds of planetariums on six continents,
serving hundreds of clients in the niche field of immersive science
interpretation and education. From the initial planning stage to
staff training and ongoing support, Sky-Skan provides all services
required by the most advanced digital fulldome planetariums and
visualization theaters.

Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr.
D.N.H. Case No. 17-11540) on November 1, 2017. Peter N. Tamposi,
Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel.
The Debtor tapped SquareTail Advisors, LLC, as financial advisor.

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 Steven T. Savage, its president.


SKY-SKAN INC: Taps Tamposi Law Group as Legal Counsel
-----------------------------------------------------
Sky-Skan, Incorporated seeks approval from the U.S. Bankruptcy
Court for the District of New Hampshire to hire The Tamposi Law
Group, P.C. as its bankruptcy counsel.

The firm will assist the Debtor in the preparation of a plan of
reorganization and will provide other legal services related to its
Chapter 11 case.  Its hourly rates range from $125 to $335.

Peter Tamposi, Esq., disclosed in a court filing that the firm and
its members and associates do not hold any interest adverse to the
Debtor.

The firm can be reached through:

     Peter N. Tamposi, Esq.  
     The Tamposi Law Group, P.C.
     159 Main Street
     Nashua, NH 03060
     Phone: 603-204-5513
     Email: Peter@thetamposilawgroup.com

                    About Sky-Skan Incorporated

Sky-Skan, Inc., was founded in 1967 as a company dedicated solely
to the development and manufacture of specialized devices for
depicting dynamic visualizations of astronomical and meteorological
phenomena on planetarium domes in museums, schools, and
universities. The company has since grown to become a provider of
digital fulldome science visualization, theater control, and show
programming systems for hundreds of planetariums on six continents,
serving hundreds of clients in the niche field of immersive science
interpretation and education. From the initial planning stage to
staff training and ongoing support, Sky-Skan provides all services
required by the most advanced digital fulldome planetariums and
visualization theaters.

Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr.
D.N.H. Case No. 17-11540) on November 1, 2017. Peter N. Tamposi,
Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel.
The Debtor tapped SquareTail Advisors, LLC, as financial advisor.

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 Steven T. Savage, its president.


STEREOTAXIS INC: Reports $4.67 Million Net Loss for Third Quarter
-----------------------------------------------------------------
Stereotaxis, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
attributable to common stockholders of $4.67 million on $8.14
million of total revenue for the three months ended  Sept. 30,
2017, compared to a net loss attributable to common stockholders of
$12.35 million on $8.33 million of total revenue for the same
period during the prior year.

For the nine months ended Sept. 30, 2017, the Company reported a
net loss attributable to common stockholders of $4.40 million on
$23.58 million of total revenue compared to a net loss attributable
to common stockholders of $16.95 million on $24.85 million of total
revenue for the same period during the prior year.

As of Sept. 30, 2017, Stereotaxis had $15.12 million in total
assets, $33.33 million in total liabilities, $5.96 million in
convertible preferred stock, and a total stockholders' deficit of
$24.16 million.

"I am pleased with the continued progress we are making on many
fronts, and primarily on our two strategic focuses: supporting
electrophysiologists build successful robotic ablation practices
and identifying and initiating the strategic innovation paths that
improve patient care, physician choice and our technology
availability," said David Fischel, Chairman and CEO.  "Some of this
progress is visible, such as the growth in recurring revenue and
procedure volumes, which reflects only the early impact of our
first efforts to build effective institutional capabilities and
processes.  Some is not yet visible, such as the tangible progress
on our innovation initiatives which will be announced when
appropriate.  I am pleased that this progress is being made in
tandem with significant improvements in operating expenses.  The
combination of a solid base business with growing recurring
revenue, prudent management of operating expenses, and tangible
progress on technology innovation should set Stereotaxis up for a
very bright future."

"The third quarter should also be noted for other meaningful
events.  In August we celebrated the milestone of 100,000 patients
treated, a testament to the robust validation and significant
clinical value of our technology.  This clinical value was
dramatically demonstrated in an independent meta-analysis of
studies published in September in the Journal of Interventional
Cardiac Electrophysiology comparing robotic to manual ablation for
the treatment of ventricular tachycardia.  The data, comprising 779
patients from multiple prominent global hospitals, demonstrated
that Stereotaxis robotic technology is associated with
significantly improved acute and long term efficacy, patient
safety, and procedure efficiency."

Gross margin in the quarter was $6.2 million, or 76% of revenue,
versus $6.1 million, or 73% of revenue, in the third quarter of
2016 and $6.3 million, or 74% of revenue, in the second quarter of
2017.

Operating expenses in the third quarter were $6.1 million, down 17%
from $7.3 million in the prior year quarter and down 10%
sequentially from $6.7 million in the second quarter.  The
reduction in operating expenses reflects lower executive
compensation and more efficient management of expenses across the
organization, but does not represent any material changes in the
organization's personnel, infrastructure or capabilities. Operating
income in the third quarter was $0.2 million, a significant
improvement compared to operating losses of $(1.2) million in the
prior year third quarter and $(0.4) million in the second quarter.


Net loss for the third quarter of $(4.3) million predominantly
reflects non-cash mark-to-market warrant revaluation expenses.
Excluding mark-to-market warrant revaluation, the Company would
have reported net income of $0.1 million for the quarter.  Cash
burn for the third quarter was $560,000.  Cash burn in the quarter
does not reflect the receipt of cash from the sale of the Niobe
system, with which the Company would have had recorded positive
free cash flow.

At Sept. 30, 2017, Stereotaxis had cash and cash equivalents of
$4.5 million, no debt, and $3.0 million in unused borrowing
capacity on its revolving credit facility, for total liquidity of
$7.5 million.

                   Full Year 2017 Expectations

The Company is reaffirming its guidance for full year 2017 revenue
to exceed $30 million.

Development and initiation of activities on a long-term product
innovation plan have progressed more rapidly than originally
guided.  The innovation plan addresses each of the five core
technologies utilized in a robotic cardiac ablation procedure, and
is designed to improve patient care, physician choice, and
technology availability.  Tangible activity on several components
of the plan has been initiated and others are in negotiation and
expected to commence in the coming months.  Additional details on
specific components of the plan will be disclosed as appropriate.

The Company expects continued modest cash burn over the coming
quarters and believe its financial position is sufficient to
advance the company significantly over that period.

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

                       https://is.gd/rlh9aV

                       About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc. --
http://www.stereotaxis.com/-- is an innovative robotic technology
company designed to enhance the treatment of arrhythmias and
perform endovascular procedures.  Its mission is the discovery,
development and delivery of robotic systems, instruments, and
information solutions for the interventional laboratory.  These
innovations help physicians provide unsurpassed patient care with
robotic precision and safety, improved lab efficiency and
productivity, and enhanced integration of procedural information.
Over 100 issued patents support the Stereotaxis platform.  The core
components of Stereotaxis' systems have received regulatory
clearance in the United States, European Union, Japan, Canada,
China, and elsewhere.

Stereotaxis reported a net loss available to common stockholders of
$11.80 million on $32.16 million of total revenue for the year
ended Dec. 31, 2016, compared to a net loss available to common
stockholders of $7.35 million on $37.67 million of total revenue
for the year ended Dec. 31, 2015.


STOLLINGS TRUCKING: Sale of Caterpillar Bulldozer for $40K Approved
-------------------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia authorized Stollings Trucking Co., Inc.'s
sale of 2004 Caterpillar D11R Bulldozer, S/N 7PZ00754, to Ameraus
Tractor Co. for $40,000.

The proceeds from the sale are free and clear of all liens with
liens to attach to the proceeds and that any disposition of
proceeds will be based upon further Court Order.

                     About Stollings Trucking

Stollings Trucking Company, Inc., began its operations in 1990.
Throughout the years, it both hauled coal and mined coal for its
own profit.  As it grew, it acquired more equipment and rolling
stock.  Stollings also obtained mining permits on property in Logan
County, West Virginia, and was a party to coal leases.

Stollings Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7,
2015.  Rhonda Marcum, president, signed the petition.  The Debtor
estimated assets and liabilities of $1 million to $10 million.

Judge Frank W. Volk presides over the case.

Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV,
is serving as counsel to the Debtor.


SYU SING: Unsecureds To Be Paid in Full, Plus 1.38% Per Annum
-------------------------------------------------------------
Syu Sing Investment, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of California a disclosure statement dated
Oct. 26, 2017, referring to the Debtor's plan of reorganization
dated Oct. 26, 2017.

A hearing on the approval of this Disclosure Statement will be held
on Dec. 7, 2017, at 1:30 p.m.

General unsecured creditors are classified in Class 3 and will be
paid in full together with interest at 1.38% per annum.

Payments and distributions under the Plan will be funded by the
sale or refinance of the property at 2201 Lafayette St. Santa
Clara, California, or from the sale of non-estate real property at
2135 Stagecoach Rd. Stockton, California.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/canb17-51995-33.pdf

                    About Syu Sing Investment

Syu Sing Investment, LLC's principal assets are located at 2201
Lafayette St Santa Clara, CA 95050-2934.  It filed a Chapter 11
petition (Bankr. N.D. Cal. Case No. 17-51995) on Aug. 21, 2017.
The Debtor listed its business as a single asset real estate as
defined in 11 U.S.C. Section 101(51B).  The petition was signed by
Yim Ho Leung, member.  The Hon. Stephen L. Johnson presides over
the case.  The Debtor is represented by Lars T. Fuller, Esq., of
The Fuller Law Firm.  At the time of filing, the Debtor estimated
$1 million to $10 million in both assets and liabilities.


T-MOBILE USA: Moody's Hikes CFR to Ba2; Outlook Stable
------------------------------------------------------
Moody's Investors Service upgraded T-Mobile USA, Inc.'s corporate
family rating (CFR) to Ba2 from Ba3, its probability of default
rating to Ba2-PD from Ba3-PD, its senior secured rating to Baa2
from Baa3, and its senior unsecured rating to Ba2 from Ba3. The
SGL-1 speculative grade liquidity rating was affirmed, and the
outlook is stable.

The upgrade reflects T-Mobile's continued strong performance and
outlook in the US wireless industry and improved financial
leverage. Moody's adjusted leverage improved from 4.5x at FYE2015
to 3.4x as of September 30, 2017. The upgrade also reflects Moody's
expectation for T-Mobile to generate healthy free cash flow over
the next few years. Moody's expects T-Mobile's credit metrics to
remain solid despite the highly competitive US wireless
environment, driven by continued postpaid phone subscriber growth,
effective marketing and improving cost management.

The upgrade follows the resolution of uncertainty surrounding a
potential merger of T-Mobile and Sprint, which could have pressured
T-Mobile's credit metrics. Moody's expects T-Mobile's organic
EBITDA growth to continue, but believes that the company is
operating below its stated target leverage range of 3x to 4x net
debt to core EBITDA (as defined by management). The company has
publicly discussed returning capital to shareholders, which could
potentially be funded by additional debt without impacting the Ba2
corporate family rating.

Upgrades:

Issuer: T-Mobile USA, Inc.

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

-- Corporate Family Rating, Upgraded to Ba2 from Ba3

-- Senior Secured Bank Credit Facility, Upgraded to Baa2 (LGD 1)
    from Baa3 (LGD 1)

-- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD
    4) from Ba3 (LGD 4)

Affirmations:

Issuer: T-Mobile USA, Inc.

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook Actions:

Issuer: T-Mobile USA, Inc.

-- Outlook, Remains Stable

RATINGS RATIONALE

T-Mobile's Ba2 corporate family rating reflects Moody's expectation
for sustained market share gains as innovative offerings, improving
network performance and good customer service attract new
customers. The rating is further supported by improving scale,
healthy free cash flow generation, strong liquidity and valuable
spectrum assets that also provide credit support. These strengths
are offset by the company's distant third position in the highly
competitive U.S. wireless industry, the high capital intensity
associated with rapidly rising bandwidth demand, weak (relative to
its larger peers) margins and a moderately leveraged balance sheet.
The rating does not receive any lift as a result of Deutsche
Telekom AG's ("DT", rated Baa1) ownership stake.

The SGL-1 speculative grade liquidity rating incorporates Moody's
expectation that T-Mobile will maintain very good liquidity over
the next 12 to 18 months. At September 30, 2017, T-Mobile had
approximately $739 million of cash on hand, full availability under
a $1.5 billion senior secured revolver and a $1 billion unsecured
revolver both due December 29, 2019, and a lack of material long
term debt maturities until 2021. These positives are further
strengthened by Moody's expectation for healthy free cash
generation over the same time period.

The ratings for T-Mobile's debt instruments comprise the overall
probability of default of the company, to which Moody's assigns a
probability of default rating of Ba2-PD, the average family loss
given default assessment and the composition of the debt
instruments in the capital structure. The 1st lien senior secured
term loan due November 2022 is rated Baa2 (LGD1). The three-notch
differential from the Ba2 CFR reflects the structural seniority
provided by secured guarantees from the operating subsidiaries of
T-Mobile together with a secured first priority interest in all
tangible and intangible assets of T-Mobile and the guarantors. The
1st lien senior secured term loan due January 2024 and the $1.5
billion secured revolving credit facility provided by DT are not
rated but also benefit from the aforementioned secured guarantees
and secured first priority interest. Moody's also ranks the
company's EIP and service receivables securitization facilities
pari passu to T-Mobile's 1st lien senior secured debt.

Moody's rates all of T-Mobile's senior unsecured notes Ba2 (LGD4),
in line with the company's CFR, reflecting their junior position in
the capital structure. T-Mobile also has a $1 billion senior
unsecured revolving credit facility provided by DT. The revolver is
guaranteed by T-Mobile and by all of its wholly-owned domestic
restricted subsidiaries (other than immaterial subsidiaries and
certain designated subsidiaries) and ranks pari passu to T-Mobile's
senior unsecured notes.

The stable outlook reflects T-Mobile's strong fundamentals, growth
and improving credit metrics, balanced by management's leverage
tolerance as indicated by its target capital structure.

T-Mobile's ratings could be upgraded if leverage was sustained
comfortably below 4x, free cash flow were to improve to the high
single digits percentage of total debt (all cited financial metrics
are referenced on a Moody's adjusted basis), and if its financial
policy was changed to reflect lower leverage tolerance.

The ratings could be downgraded if T-Mobile's leverage is sustained
above 4.5x and free cash flow deteriorates. This could occur if
EBITDA margins come under sustained pressure or if future
debt-funded share repurchases significantly exceed Moody's
expectations. In addition, a deterioration in liquidity could
pressure the rating downward.

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


TAYLOR EQUIPMENT: Taps Allegheny Capital as Broker
--------------------------------------------------
Taylor Equipment Company, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to hire a
broker.

The Debtor proposes to employ Allegheny Capital, LLC in connection
with the sale of its real property, capital stock and other assets.
The firm will be compensated according to this fee structure:

     (i) An up-front financial advisory fee of $20,000, payable
         upon full execution of the engagement agreement and
         court approval of the firm's employment to the extent
         that the funds are otherwise  immediately available for
         payment, or in the form of an administrative claim to be
         filed by the firm.

    (ii) A fee payable upon the closing in connection with a       
  
         transaction (12% of such aggregate consideration if less
         than $1 million and 10% of any amount in excess of $1
         million less the financial advisory fee in the amount of
         $20,000).
   
   (iii) A minimum "transaction success fee" of $75,000.

William Lauer disclosed in a court filing that he is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Allegheny can be reached through:

     William R. Lauer
     Allegheny Capital, LLC
     P.O. Box 101502
     Pittsburgh, PA 15237
     Phone: (412) 471-7500
     Email: wrl@alleghenycapital.com

                 About Taylor Equipment Company

Taylor Equipment Company, Inc., based in Friedens, Pennsylvania,
filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-70781) on
Nov. 11, 2016.  In its petition, the Debtor estimated less than
$50,000 in assets and $1 million to $10 million in liabilities. The
petition was signed by David P. Taylor, president.

Judge Jeffery A. Deller presides over the case. Robert H. Slone,
Esq., at Mahady & Mahady, serves as the Debtor's bankruptcy
counsel.  The Debtor hired Windber Tax Service & Accounting, Inc.
as its accountant.

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

On May 9, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


TERRA MILLENNIUM: S&P Affirms 'B' CCR on Acquisition Announcement
-----------------------------------------------------------------
Salt Lake City-based industrial services provider Terra Millennium
Corp. (TMC) plans to issue a $41.1 million incremental term loan to
help fund its acquisition of a refractory provider. Despite the
increase in the company's total amount of outstanding debt, S&P
believes that its pro forma credit measures will remain in line
with its expectations for the current rating.

S&P Global Ratings is thus affirming its 'B' corporate credit
rating on Terra Millennium Corp. The outlook is stable.

S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's $40 million revolving credit facility due 2021 and
$175 million first-lien term loan due 2022. The '3' recovery rating
remains unchanged, indicating our expectation for meaningful
recovery (50%-70%; rounded estimate: 65%) in the event of a payment
default.

"In addition, we assigned our 'B' issue-level rating and '3'
recovery rating to the company's $41.1 million incremental
first-lien term loan due 2022. The '3' recovery rating indicates
our expectation for meaningful recovery (50%-70%; rounded estimate:
65%) in the event of a payment default."

The affirmation follows TMC's announcement that it will use the
proceeds from its proposed $41.4 million incremental term loan,
along with rollover equity from management and new equity from its
financial-sponsor owners, to fund the acquisition of a refractory
service provider. The total purchase price is $46.5 million
(excluding related fees and expenses).

S&P said, "The stable outlook on TMC reflects our belief that the
company will sustain its earnings over the next 12 months as its
recurring revenue streams and diverse end markets offset the
potential volatility in its various customer industries. Despite
its weaker-than-anticipated credit metrics in 2017, we expect that
the company's adjusted debt-to-EBITDA will remain below 5x (pro
forma for the acquisition) with a FOCF-to-debt in the mid-single
digit percent area.

"We could lower our ratings on TMC during the next 12 months if it
appears likely that its FOCF generation will turn negative or if we
believe that its adjusted debt-to-EBITDA will increase above 6.0x
on a sustained basis. This could occur because of a meaningful
deterioration in the company's EBITDA margins due to the loss of
key projects or a material debt-financed transaction.

"We consider an upgrade unlikely over the next 12 months given our
belief that TMC's financial policies will remain aggressive over
the medium-term under its financial sponsor. However, we could
raise our ratings if we believe that the company is committed to
maintaining a FOCF-to-debt ratio of greater than 5%, it
demonstrates sustained debt reduction (with leverage approaching
4x), and we come to believe that the risk of it increasing its
adjusted debt-to-EBITDA above 5x is low."


TORTOISE PARENT: S&P Assigns 'BB-' ICR, Outlook Stable
------------------------------------------------------
Tortoise Parent Holdco LLC is an asset management company that
focuses on master limited partnerships (MLPs) and other energy
investments. Tortoise is issuing a $262.5 million senior secured
first-lien term loan to partially fund the acquisition of a
majority stake by Lovell Minnick Partners LLC, a private equity
firm, and Tortoise management. The first-lien credit facility will
also include a $35 million revolving line that is expected to
remain undrawn following the conclusion of the transaction.

S&P Global Ratings assigned its 'BB-' issuer credit rating on
Tortoise Parent Holdco LLC. The outlook is stable. S&P said, "At
the same time, we also assigned our 'BB-' issuer rating on Tortoise
Borrower LLC. Furthermore, we are assigning our 'BB-' issue rating
on Tortoise Borrower LLC's proposed $262.5 million senior secured
first-lien term loan and $35 million senior secured first-lien
revolving credit facility. Tortoise Borrower LLC is a subsidiary of
Tortoise Parent Holdco LLC, which in turn guarantees the debt. The
recovery rating on the first-lien facility is '4', reflecting our
expectation for a 45% recovery in the event of a payment default."


S&P's rating on Tortoise reflects the company's limited scale and
diversification, good track record of net inflows, solid
profitability metrics, sizeable exposure to volatility in energy
prices, meaningful size of permanent capital in closed-end funds,
and considerable leverage at approximately 4.0x.

Tortoise is an asset management company that focuses on MLPs and
other energy investments and primarily offers its products through
mutual funds, closed-end funds and separately managed accounts
(SMAs). Lovell Minnick Partners LLC, a private equity firm, and
other institutional co-investors are acquiring a majority stake in
Tortoise from Mariner Holdings LLC and retiring co-founders while
Tortoise management and employees (which will be rolling over
equity) will retain a minority stake.

S&P said, "The stable outlook reflects our expectation for leverage
to remain around 4.0x during the next 12 months while EBITDA
coverage metrics remain slightly below 4.0x. We would expect under
this scenario for double-digit percent growth in EBITDA during 2017
as the company absorbs the benefits of the acquisition of B&M's
assets closed in 2016 and relatively flat levels in 2018 as we
expect AUM growth to be modest in 2018.

"We could lower the ratings on Tortoise if the company's investment
performance deteriorates and triggers a significant decrease in
AUM. Under this scenario, we would expect that leverage would
increase to levels closer to 5.0x. We could also lower the ratings
if the company issues additional debt during the next 12 months.

"Given that the company's financial risk profile is capped as a
result of the financial sponsor ownership, we do not foresee
upgrading the company in the next 12 months."


TRACY JOHN CLEMENT: Trustee's Sale of 2011 Timpte Trailer Approved
------------------------------------------------------------------
Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the
Dsitrict of Minnesota authorized Phillip L. Kunkel, Chapter 11
Trustee for Tracy John Clement, to sell 2011 Timpte 42' Grain
Trailer, Serial No. H4803-8-BB130356, to Meadow View Farms for
$18,500.

The sale on an "as-is, where is" basis, without any representations
and warranties, and is free and clear of all liens, encumbrances,
and other interests.  All liens, encumbrances, and other interests
will attach to the proceeds of the sale of the Trailer with the
same dignity, priority and extent as held against the Trailer prior
to the sale.

The 14-day stay as provided by Fed. R. Bankr. P. 6004(h) is waived,
and the Order is effective immediately.

                   About Tracy John Clement

Tracy John Clement sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 16-31189) on April 11,
2016.  The Debtor tapped James C. Brand, Esq., at Fredrikson &
Byron PA, as counsel.

On May 3, 2016, the Office of the United States Trustee appointed
an Official Committee of Unsecured Creditors.

On Sept. 19, 2017, Phillip L. Kunkel was appointed as the Chapter
11 Trustee for the Debtor.  Attorney for the Trustee:

         GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A.
         Abigail M. McGibbon, Esq.
         P. Jason Thibodeaux, Esq.
         Abigail M. McGibbon, Esq.
         500 IDS Center
         80 South Eighth Street
         Minneapolis, Minnesota 55402
         Tel: 612-632-3484
         Fax: 612-632-4000
         E-mail: jason.thibodeaux@gpmlaw.com
                 abigail.mcgibbon@gpmlaw.com


TWH LIMITED: Creditors to Receive Payments from Sale of Assets
--------------------------------------------------------------
TWH Limited Partnership filed with the U.S. Bankruptcy Court for
the Western District of Texas a Disclosure Statement accompanying
the Plan of Liquidation on November 2, 2017.  

Class 3 general unsecured claims will be paid a sum in cash up to
the allowed amount of their claims with a Pro Rata distribution of
the remaining proceeds from the sale of the Properties after
payment of Unclassified Claims, Secured Claims and any taxes which
are determined to be due and owing as a result of the sale of the
Properties. Interest will accrue on the Allowed Claims of the Class
3 creditors at the rate of 5% per annum from the Petition Date.   

The Debtor believes that only these creditors hold unsecured claims
against it:

   (a) Sushihana Investment, LP, asserts a claim of approximately
$313,206;

   (b) Bingham & Lea, P.C. holds a claim of $2,275; and

   (c) The disputed claims of 25807 TWH Ltd. & 25807 TWH GP, LLC
and El Tiempo Cantina - WDLS, Ltd.

The Plan will be funded from the Debtor's available Cash, the
Property Sales Proceeds, and the Registry Funds. Any payments due
on or within 30 days of the Effective Date will be paid from funds
held in the registry of the Court as authorized by order of the
Court, or from funds borrowed by the Debtor in the ordinary course
of business.   

A full-text copy of the Disclosure Statement dated, November 8,
2017, is available at https://is.gd/Sbt4Ls

Attorney for the Debtor:

            H. Anthony Hervol, Esq.
            LAW OFFICE OF H. ANTHONY HERVOL       
            4414 Centerview Road, Suite 200       
            San Antonio, Texas 78238      
            Phone: (210) 522-9500       
            Fax: (210) 522-0205

                About TWH Limited Partnership

TWH Limited Partnership, based in San Antonio, Texas, was formed in
November 2000 specifically for the purpose of acquiring and holding
certain real estate located in Montgomery County, Texas, from which
another entity would operate a Taipei Chinese Restaurant.  TWH's
general partner is Howard Hu, Inc., and the Debtor can only act
through said general partner.

TWH filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
17-50273) on Feb. 5, 2017. The petition was signed by Howard Y. Hu,
president of Howard Hu, Inc. – general partner.  The Debtor
estimated $1 million to $10 million in assets and $500,000 to $1
million in liabilities.

The Hon. Craig A. Gargotta presides over the case.  

H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol, in
San Antonio, Texas, serves as counsel to the Debtor.


UNITED DISTRIBUTION: S&P Cuts CCR to CCC on Looming Debt Maturity
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Bristol,
Tenn.-based United Distribution Group Inc. to 'CCC' from 'CCC+'.
The outlook is negative.

S&P said, "At the same time, we lowered our issue-level rating on
UDG's first-lien revolving credit facility and term loan due in
October 2018 to 'CCC+' from 'B-' with a '2' recovery rating, and
our issue-level rating on its second-lien term loan due in April
2019 to 'CC' from 'CCC-' with a '6' recovery rating. The '2'
recovery rating, which is unchanged, indicates our expectation for
substantial (70%-90%; rounded estimate: 75%) recovery in the event
of a payment default. The '6' recovery rating, also unchanged,
indicates our expectation for negligible (0%-10%; rounded estimate:
0%) recovery in the event of a payment default.

"The downgrade reflects the fact that the senior secured term loan
is due in less than 12 months. The company has insufficient cash to
meet its debt obligations and a poor standing in the credit markets
by our estimates. The negative outlook reflects our view of growing
default risks that could cause us to lower our ratings on UDG by
one notch in April 2018 (six months before the maturity date) if
the company does not have a viable plan to refinance its first-lien
term loan due in October 2018. The negative outlook also reflects
the potential for a lower rating if we believe a default,
distressed exchange, or redemption appears inevitable. In our view,
these factors represent overarching credit concerns, and it is
likely that the issuer will default without an unforeseen positive
development. Furthermore, we do not expect UDG to be in compliance
with its maximum debt leverage financial covenant that is currently
waived and will be tested at a maximum threshold of 7.5x in March
2018.

"The negative outlook reflects that we envision a specific default
scenario over the next 12 months if the company doesn't refinance
its first-lien term loan due in October 2018. These scenarios
include, but are not limited to, a near-term liquidity crisis,
violation of financial covenants, or a distressed exchange.

"We could lower our rating on UDG by one notch to 'CCC-' if we
viewed a default, distressed exchange, or redemption as inevitable,
absent unanticipated significantly favorable changes in the
issuer's circumstances. We would likely lower the rating by April
2018 (within six months of the maturity date) if the company does
not have a viable plan to refinance its first-lien term loan. We
could also lower our ratings if we believed that UDG would violate
financial covenants and result in a default under its credit
agreement.

"We could revise our outlook to stable if UDG were to refinance its
first-lien term loan due in October 2018 in the next six months,
such that we were confident that it would comply with all financial
covenants."


UNITED PLASTIC: Court Won't Hear Gilpin's Appeal from Fee Ruling
----------------------------------------------------------------
Judge W. Keith Watkins of the U.S. Bankruptcy Court for the Middle
District of Alabama denied Gilpin Givhan, P.C.'s motion for
allowance of leave to appeal.

In its Sept. 29, 2017, Memorandum Decision, the bankruptcy court
determined that Gilpin was entitled to far less compensation than
it requested for its role as special counsel in the bankruptcy
cases of United Plastic Recycling, Inc. and affiliate United Lands,
LLC.  Gilpin ultimately requested $110,151 in professional fees,
and the court reduced that amount by 35%, resulting in an award of
$71,598. Gilpin sought leave to file an interlocutory appeal
challenging the bankruptcy court's decision, asking this court to
reverse the bankruptcy court's limitation on Gilpin's professional
fee award for its work as special counsel.

In support of its Motion for Allowance of Leave to Appeal, Gilpin
makes only one argument relating to whether this court should grant
leave to appeal:

  "The subject bankruptcy proceeding has now, finally, reached a
point in which distributions to creditors should be on the horizon.
Therefore, the allowance of immediate appeal of the Order is
likely to advance the ultimate termination of the bankruptcy
proceeding. In addition, the issue that would be before the
appellate court, as a result of the appeal allowance, would be one
as to which a substantial ground for difference of opinion exists.
In addition, this is not a matter that can properly wait for the
conclusion of the bankruptcy proceeding to be reviewed. That is,
once the available funds in the Estate have all been distributed,
there will be no other funds from which to compensate Committee
counsel for the legal services provided should the appellate court
determine that the Order substantially limiting allowable fees was
improper."

Though Gilpin cites no legal authority, it appears to refer to two
of the three section 1292(b) criteria, namely, that "there is a
substantial ground for difference of opinion among courts" and that
"the immediate resolution of the issue would materially advance the
ultimate termination of the litigation." Mention of whether the
Order presents a "controlling question of law" is absent. There are
no facts or legal arguments relating to this legal standard beyond
the above conclusory statements. Gilpin has failed to satisfy its
burden to persuade--or even advance an argument--that interlocutory
review is appropriate, and the court declines to exercise its
jurisdiction on this ground.

Gilpin's final two sentences of its argument appear to argue that
the appeal raises a sufficiently urgent matter as to justify
interlocutory review, notwithstanding the fact that the section
1292(b) criteria are not satisfied. This argument is not enough to
"overcome [the] disfavorment" of interlocutory review. Because the
bankruptcy court retains jurisdiction to modify the award going
forward, the court is reluctant to intervene absent a compelling
argument to the contrary, and Gilpin has made no such argument.

Moreover, even if Gilpin is ultimately unable to secure the fee it
feels it deserves, "[b]ankruptcy professionals are aware that the
amount of any professional's fees will be less certain if the
bankruptcy court awards fees under [11 U.S.C.] section 330." With
that in mind, the court does not see the type of exceptional
circumstances that might prompt the court to exercise its
discretion to hear this appeal. For these reasons, the court
declines to exercise its jurisdiction to hear the appeal on this
ground as well.

A full-text copy of Judge Watkins' Memorandum Opinion and Order
dated Nov. 3, 2017, is available at:

     http://bankrupt.com/misc/almb2-17-00701-2.pdf

           About United Plastic Recycling, Inc.

United Plastic Recycling, Inc. and affiliate United Lands, LLC,
filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ala. Case No.
15-32928 and 15-32926) on Oct. 16, 2015.  The United Plastic
petition was signed by John A. Bonham, Jr., president.

Judge Dwight H. Williams Jr. was initially assigned to United
Lands' case, while Judge William R. Sawyer presided over United
Plastic's case.   In November 2015, a court order was entered
granting Joint Administration of the two cases before Judge
Sawyer.

James L. Day, Esq., at Memory & Day serves as the Debtors'
bankruptcy counsel.

United Plastic estimated its assets at up to $50,000, and its
liabilities at between $10 million and $50 million.  United Lands
estimated its assets at up to $50,000 and its liabilities at up
$50,000.


UNITED PLASTIC: Court Won't Hear Reynolds' Appeal from Fee Ruling
-----------------------------------------------------------------
Judge W. Keith Watkins of the U.S. Bankruptcy Court for the Middle
District of Alabama denied Reynolds, Reynolds & Little, LLC's
motion for allowance of leave to appeal.

In its Sept. 29, 2017, Memorandum Decision, the bankruptcy court
determined that Reynolds was entitled to far less compensation than
Reynolds requested for its role as counsel for the Official
Committee of Unsecured Creditors appointed in the Chapter 11 case
of United Plastic Recycling, Inc. and affiliate United Lands, LLC.
Reynolds ultimately requested $169,098.75 in professional fees, and
the court reduced that amount by 40%, resulting in an award of
$101,459.25. Reynolds sought leave to file an interlocutory appeal
challenging the bankruptcy court's decision, asking this court to
reverse the bankruptcy court's limitation on Reynolds's
professional fee award for its work as Committee counsel.

In support of its Motion for Allowance of Leave to Appeal, Reynolds
dedicates one paragraph to argument related to whether this court
should grant leave to appeal.

Though Reynolds cites no legal authority, the paragraph appears to
refer to two of the three section 1292(b) criteria, namely, that
"there is a substantial ground for difference of opinion among
courts" and that "the immediate resolution of the issue would
materially advance the ultimate termination of the litigation."
Mention of whether the Order presents a "controlling question of
law" is absent. There are no facts or legal arguments relating to
this legal standard beyond the above conclusory statements.
Reynolds has failed to satisfy its burden to persuade--or even
advance an argument--that interlocutory review is appropriate, and
the court declines to exercise its jurisdiction on this ground.

Reynolds's final two sentences from the said paragraph appear to
argue that the appeal raises a sufficiently urgent matter as to
justify interlocutory review, notwithstanding the fact that the
section 1292(b) criteria are not satisfied. This argument is not
enough to "overcome [the] disfavorment" of interlocutory review.
Because the bankruptcy court retains jurisdiction to modify the
award going forward, the court is reluctant to intervene absent a
compelling argument to the contrary, and Reynolds has made no such
argument.

Moreover, even if Reynolds is ultimately unable to secure the fee
it feels it deserves, "[b]ankruptcy professionals are aware that
the amount of any professional's fees will be less certain if the
bankruptcy court awards fees under [11 U.S.C.] section 330." With
that in mind, the court does not see the type of exceptional
circumstances that might prompt the court to exercise its
discretion to hear this appeal. For these reasons, the court
declines to exercise its jurisdiction to hear the appeal on this
ground as well.

A full-text copy of Judge Watkins' Memorandum Opinion and Order
dated Nov. 3, 2017, is available at:

     http://bankrupt.com/misc/almb2-17-00700-2.pdf

             About United Plastic Recycling, Inc.

United Plastic Recycling, Inc. and affiliate United Lands, LLC,
filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ala. Case No.
15-32928 and 15-32926) on Oct. 16, 2015.  The United Plastic
petition was signed by John A. Bonham, Jr., president.

Judge Dwight H. Williams Jr. was initially assigned to United
Lands' case, while Judge William R. Sawyer presided over United
Plastic's case.   In November 2015, a court order was entered
granting Joint Administration of the two cases before Judge
Sawyer.

James L. Day, Esq., at Memory & Day serves as the Debtors'
bankruptcy counsel.

United Plastic estimated its assets at up to $50,000, and its
liabilities at between $10 million and $50 million.  United Lands
estimated its assets at up to $50,000 and its liabilities at up
$50,000.


UNIVE INC: Unsecureds to Recoup 10% Under Plan
----------------------------------------------
Unive, Inc., filed with the U.S. Bankruptcy Court for the Northern
District of California a combined plan of reorganization and
disclosure statement revised on Oct. 29, 2017, to include
stipulations.

General unsecured creditors will recover 10% of their allowed
claims in one payment on the Effective Date.  This class is
impaired by the Plan.

If the Plan is confirmed, the payments promised in the Plan
constitute new contractual obligations that replace the Debtor's
pre-confirmation debts.  Creditors may not seize their collateral
or enforce their pre-confirmation debts so long as the Debtor
performs all obligations under the Plan.  If the Debtor defaults in
performing Plan obligations, any creditor can file a motion to have
the case dismissed or converted to a Chapter 7 liquidation, or
enforce their non-bankruptcy rights.  The Debtor will be discharged
from all pre-confirmation debts (with certain exceptions) if Debtor
makes all plan payments.  

A copy of the Combined Plan and Disclosure Statement is available
at:

          http://bankrupt.com/misc/canb16-43098-67.pdf

                       About Unive, Inc.

UNIVE Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Cal. Case No. 16-43098) on Nov. 4, 2016, disclosing under $1
million in both assets and liabilities.  The Debtor is represented
by Mufthiha Sabaratnam, Esq.


VIDANGEL INC: Taps Analysis Group as Economic Consulting Expert
---------------------------------------------------------------
VidAngel Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Utah to hire an economic consulting expert.

The Debtor proposes to employ Analysis Group, Inc. to provide
economic analysis at issue in a litigation matter pending in the
U.S. District Court for the Central District of California.

The firm's hourly rates are:

     Managing Principal     $645 - $860
     Vice-President         $510 - $640
     Manager                $425 - $490
     Associate              $375 - $415
     Senior Analyst         $310 - $350
     Analyst                $295 - $305

Jeffrey Kinrich, the senior staff assigned to provide the services,
will charge $720 per hour.

Analysis Group has no connection with or interest in the Debtor or
any of its creditors, according to court filings.

The firm can be reached through:

     Jeffrey H. Kinrich
     Analysis Group, Inc.
     333 South Hope Street, 27th Floor
     Los Angeles, CA 90071
     Phone: 1 213-896-4500
     Fax: 1 213-623-4112

                        About VidAngel Inc.

VidAngel is the market-leading entertainment platform empowering
users to filter language, nudity, violence, and other content from
movies and TV shows on modern streaming devices such as iOS,
Android, and Roku.  The company's newly launched service empowers
users to filter via their Netflix, Amazon Prime, and HBO on Amazon
Prime accounts, as well as enjoy original content produced by
VidAngel Studios.  Its signature original series, Dry Bar Comedy,
now features the world's largest collection of clean standup
comedy, earning rave reviews from fans nationwide.

VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition
(Bankr. D. Utah Case No. 17-29073) on October 18, 2017.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Neal
Harmon, its chief executive officer.

Judge Kevin R. Anderson presides over the case.

J. Thomas Beckett, Esq., at Parsons Behle & Latimer, serves as
bankruptcy counsel.  The Debtor hired Durham Jones & Pinegar and
Baker Marquart LLP as its special counsel; and Tanner LLC as its
auditor and advisor.


VIM + VIGOR: MountainOne Seeks Appointment of Chapter 11 Trustee
----------------------------------------------------------------
MountainOne Bank filed a motion asking the U.S. Bankruptcy Court
for the District of Massachusetts to appoint a Chapter 11 Trustee
for Debtor Vim + Vigor LLC.

MountainOne filed the motion based upon the contemptuous conduct
and gross mismanagement committed by the Debtor's current manager,
Courtney Hurley, and her sister and de facto manager, Kathleen
a/k/a Kelly Hurley, prior to the commencement of this Chapter 11
case. Courtney and Kathleen have repeatedly flouted orders of the
Massachusetts Superior Court requiring them to disclose assets of
the Debtor and its predecessors, New England Country Rentals, Inc.
and NECR LLC. The conduct of Courtney and Kathleen, particularly
the concealment of assets in contravention of repeated court
orders, is cause to appoint a Chapter 11 trustee.

An expedited determination is also sought because Courtney and
Kathleen have demonstrated an intention to dissipate and conceal
assets. Delaying the requested relief will harm the bankruptcy
estate by giving Courtney and Kathleen additional time to transfer,
encumber, or dissipate any assets that would otherwise be available
to creditors in this matter.

Attorneys for MountainOne Bank:

     Adam J. Ruttenberg, Esq.
     Justin A. Kesselman, Esq.
     POSTERNAK BLANKSTEIN & LUND LLP
     Prudential Tower
     800 Boylston Street
     Boston, MA 02199
     (617) 973-6100
     aruttenberg@pbl.com
     jkesselman@pbl.com

Vim + Vigor, LLC filed for Chapter 11 bankruptcy protection (Bankr.
D. Mass. Case No. 17-13830) on October 16, 2017, and is represented
by Peter M. Daigle, Esq. of The Law Office of Peter M. Daigle, P.C.


VISTA OUTDOOR: Moody's Puts Ba3 CFR on Review for Downgrade
-----------------------------------------------------------
Moody's Investors Services placed Vista Outdoor Inc.'s ratings on
review for downgrade following its very weak quarterly operating
results. Moody's is concerned about the uncertainty surrounding the
company's ability to improve its operating performance and credit
metrics given Vista's weak operating performance and revisions to
its earnings and cash flow guidance.

"Moody's were expecting soft operating performance, but not to this
degree," said Kevin Cassidy, Senior Credit Officer, at Moody's
Investors Service.

Moody's rating review will focus on Vista's plan to improve its
operating performance amid continuing weakness in the gun industry,
as well as steps it can take to reduce its financial leverage. The
review will also focus on Vista's ability to comply with its debt
covenants.

Ratings placed on review for downgrade:

Corporate Family Rating at Ba3;

Probability of Default Rating at Ba3-PD;

$350 million senior unsecured notes at B2(LGD5);

Outlook, Changed To Rating Under Review From Negative

Rating affirmed

Speculative Grade Liquidity Rating at SGL 2

The principal methodology used in these rating was Consumer
Durables Industry methodology published in April 2017.

Vista Outdoor, based in Farmington, Utah, is a manufacturer and
marketer of outdoor sports, recreation products and ammunition. The
company produces a broad product line for the camping, hunting,
shooting sports, wildlife watching, archery, and golf markets.
Revenue is approximately $2.2 billion.


WALL STREET SYSTEMS: Moody's Affirms B2 CFR; Outlook Still Negative
-------------------------------------------------------------------
Moody's Investors Service affirmed Wall Street Systems Delaware,
Inc.'s B2 Corporate Family Rating ("CFR") and B2-PD Probability of
Default Rating ("PDR") while assigning a B2 rating to the company's
proposed senior secured first lien bank facility. The rating action
follows WSS' announcement of plans to refinance its debt structure
with a new first lien bank facility comprised of a $15 million
revolving credit facility, a $250 million term loan and a $505
million equivalent euro-denominated term loan. In addition to
repaying existing bank borrowings, proceeds from the proposed
financing will be used to fund a dividend to shareholders,
resulting in a moderate increase in debt leverage. The ratings on
the company's existing bank facility will be withdrawn upon
completion of the refinancing. The outlook remains negative.

Moody's affirmed the following ratings:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

Moody's assigned the following ratings:

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

Senior Secured First Lien Term Loan due 2024 -- B2 (LGD3)

Outlook is Negative

RATINGS RATIONALE

WSS' B2 CFR is constrained by the company's high pro forma debt
leverage of nearly 6x and relatively small scale as a niche
provider of software and services for treasury and risk management
as well as foreign exchange processing applications. The company's
credit profile is also negatively impacted by volatility in WSS'
business performance in recent years and near term expectations of
low single digit growth due to the maturation of the company's
current target markets. In addition, the rating and the outlook
reflect concerns relating to potential incremental acquisitions and
dividends that could diminish deleveraging efforts. However, these
risks are partially mitigated by WSS' solid market position and the
company's recurring subscription-based sales model that provides a
high degree of top-line visibility and minimal client attrition.
Additionally, WSS' healthy profitability metrics support the
company's strong free cash flow which is above average for the
rating category.

WSS' good liquidity position is supported by $63 million in pro
forma cash on the company's balance sheet as of September 30, 2017
and Moody's expectation that WSS will generate free cash flow
approaching 10% of debt on an annual basis over the intermediate
term. The company's liquidity is also bolstered by an undrawn $15
million revolving credit facility. While the company's term loans
are not subject to financial covenants, the revolving credit
facility has a springing covenant which is not expected to be in
effect over the next 12-18 months.

The negative outlook reflects Moody's expectation that WSS will be
challenged to sustain meaningful organic growth over the next 12-18
months, with particular softness stemming from the company's suite
of products targeting the foreign exchange processing market. The
outlook could be revised to stable if WSS generates moderate
organic revenue growth during this period while sustainably
deleveraging its capital structure.

Factors that Could Lead to an Upgrade

Given the negative ratings outlook, an upgrade is unlikely in the
near term. The ratings could be upgraded if WSS is able to generate
moderate organic revenue growth while the company uses free cash
flow to reduce debt/EBITDA (Moody's adjusted) below 4x and refrains
from equity distributions.

Factors that Could Lead to a Downgrade

The ratings could be downgraded if WSS experiences a meaningful
contraction in sales and free cash flow generation or maintains
aggressive financial policies while debt/EBITDA (Moody's adjusted)
is sustained above 6x.

The principal methodology used in these ratings was Software
Industry published in December 2015.

WSS is a provider of treasury management, central banking, and
foreign exchange processing software and services and is owned by
ION Investment Group ("ION").


WALL STREET SYSTEMS: S&P Affirms 'B' CCR, Outlook Stable
--------------------------------------------------------
Wall Street Systems Holdings Inc. (WSS), a global treasury, risk
management, and foreign exchange processing software provider, was
expected on Nov. 10, 2017 to issue $250 million of USD first-lien
term loan and $505 million of EUR first-lien term loan. The company
will use proceeds from this transaction to repay the remaining $630
million in existing term loan debt as well as fund a $122 million
dividend to shareholders.

S&P Global Ratings said it affirmed its 'B' corporate credit rating
on New York-based Wall Street Systems Holdings Inc. The outlook is
stable.

S&P said, "At the same time, we assigned a 'B' issue-level rating
on the company's new senior secured credit facility, which includes
a $250 million USD first-lien term loan due 2024, a $505 million
EUR first-lien term loan due 2024 and a $15 million revolver due
2022. The recovery rating is '3', indicating our expectation for
meaningful (50-70%; rounded estimate: 50%) recovery in the event of
a payment default."

The rating on WSS reflects the company's niche market focus within
the fragmented financial technology (fintech) industry, competition
against other large players with significantly more financial
resources, and the company's highly leveraged financial risk
profile, with pro forma leverage in the mid- to high-6x area
post-dividend recapitalization transaction, up from about 5.8x on
June 30, 2017. The company's leading share within the treasury and
foreign exchange software market, high recurring revenues and
client retention rates, and stable free operating cash flow
generation offset these factors.

S&P said, "The stable outlook reflects our view of continued stable
operating trends supported by the company's solid recurring revenue
base and high retention rates, which will lead to declining
leverage over the coming year and consistent free cash flow.

"We could lower the rating if sales fall as a result of poor
macroeconomic conditions, execution missteps leading to material
EBITDA margin compression, or if the company pursues debt-financed
acquisitions or shareholder returns such that adjusted leverage
exceeds the mid-7x area or FCF approaches breakeven over the coming
year.

"While unlikely over the next 12 months, we could raise the rating
if the company demonstrates a commitment to reduce and sustain
adjusted leverage below 5x, while maintaining consistent operating
performance through low-single-digit revenue growth and stable
EBITDA margin."


WEIGHT WATCHERS: Moody's Rates Proposed Senior Unsecured Notes B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Weight Watchers
International Inc.'s proposed senior unsecured notes due 2025.

The net proceeds of the proposed notes and the senior secured bank
credit facility announced on November 8th will be used to repay in
full the existing senior secured bank revolving credit facility due
2018 and term loan due 2020.

Assignments:

Issuer: Weight Watchers International, Inc.

-- Senior Unsecured, at B3 (LGD5)

RATINGS RATIONALE

The B1 Corporate Family rating reflects Moody's expectation for low
double digit growth rates in digital and meeting subscribers and
revenue, and some growth in all geographies, debt to EBITDA
declining to around 5 times, EBITA to interest expense approaching
3 times and over $150 million of free cash flow in 2018 and 2019.
Leverage declines from debt to EBITDA over 6.5 times for the 12
month period ended September 30, 2017 will come from EBITDA
expansion and modest debt repayment. The acceleration of subscriber
and revenue growth in Europe in 2017, which accounts for about 30%
of Weight Watcher's revenues, leads Moody's to anticipate that
non-US operations will no longer weigh negatively on overall
results. Profitability as measured by EBITA margin should remain
solidly above 20%, although rates of profitability may now grow
only slowly as Weight Watchers invests in its products, services
and promotions to maintain subscriber growth rates. Weight
Watcher's history of subscriber volatility, the competitive nature
and anticipated evolving consumer preferences in the weight
management services industry, and the high degree of operating
leverage in the business, make profitability highly sensitive to
subscriber declines, pressuring the ratings. Moody's remains
concerned that competition for weight loss service customers,
especially for so-called "trial" members who are most likely to
follow the newest trends or promotions, could make further
operating and financial improvements difficult and slow to
achieve.

All financial metrics cited reflect Moody's standard adjustments.
In addition, Moody's expenses Weight Watchers capitalized software
costs.

The B3 senior unsecured note rating reflect the B1-PD Probability
of Default rating, their position in the debt capital structure
behind the senior secured credit facility and a Loss Given Default
("LGD") assessment of LGD5.

The stable ratings outlook reflects Moody's expectations for
sustained annual subscriber, revenue and cash flow growth.

The ratings could be upgraded if Moody's expects: 1) debt to EBITDA
to remain below 4 times; 2) free cash flow to debt will be
sustained around 10%; and 3) a commitment to debt reduction and
balanced financial policies.

A ratings downgrade is possible if Moody's expects: 1) slowing
growth in subscribers or revenues; 2) debt to EBITDA sustained
above 5 times; 3) free cash flow to debt below 6%; 4) diminished
liquidity; or 5) sizable debt-financed acquisitions or shareholder
returns.

The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.

Weight Watchers is a provider of weight management services.
Moody's expects revenue for 2018 to approach $1.4 billion.


WEIGHT WATCHERS: S&P Rates $500MM Unsecured Notes Due 2025 'CCC+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue-level rating to Weight
Watchers International Inc.'s proposed $500 million senior
unsecured notes due 2025. The recovery rating is '6', indicating
S&P's expectation of negligible (0%-10%, rounded estimate: 5%)
recovery in the event of a payment default. The company intends to
use the proceeds from this issuance and the previously announced
$150 million revolving credit facility and $1.39 billion of
first-lien term loan due to refinance its existing $2.1 billion
term loan B due 2020 ($1.9 billion outstanding) and its $50 million
revolving facility due 2018.

S&P said, "We expect to withdraw our 'B' issue-level and '3'
recovery rating on the company's existing first-lien credit
facility following the completion of the transaction, as we expect
this credit facility to be repaid in full at that time.

"The offering will be leverage neutral, and Weight Watchers will
have roughly $1.9 billion in reported debt outstanding. We expect
the company will end 2017 with leverage around 6x and declining to
mid 5x by the end of 2018 because of another successful winter
recruiting season and continued improving membership retention
rates.  

"Our ratings on Weight Watchers also reflect the company's
participation in the highly competitive and fast-evolving
weight-loss management and nutrition industry. However, we expect
this industry to continue to grow as obesity rates rise worldwide
and across socioeconomic groups. Moreover, consumers are becoming
more health conscious with a renewed focus on holistic diet and
exercise, driving up spending in this category."

RECOVERY ANALYSIS:

Simulated Default Assumptions:

-- Simulated year of default: 2020
-- Debt service assumptions: $139 million (assumed default year
interest plus amortization)
-- Minimum capital expenditure (capex) assumptions: $12.7 million
-- Cyclical Adjustment: 5%
-- Operational Adjustment: 20%
-- EBITDA at emergence: $191 million
-- EBITDA multiple: 6.0x
-- Gross enterprise value: $1,146 million

Simplified waterfall

-- Net enterprise value for waterfall after administrative
expenses (5%): $1,089 million
-- Obligors/non-obligor valuation split: 75%/25%
-- Estimated first-lien claim: $1,546 million
-- Value available for first-lien claim including deficiency
claims: $993.8 million
    --Recovery range: 50%-70% (rounded estimate: 65%)
-- Estimated unsecured claims and pari-passu secured (deficiency
claims) $1,068 million
-- Value available for unsecured claims: $95 million
    --Recovery range: 0%-10% (rounded estimate: 5%)

RATINGS LIST
  Weight Watchers International Inc.
   Corporate Credit Rating               B/Stable/--

  New Rating
  Weight Watchers International Inc.
   Senior Unsecured
    $500 mil notes due 2025              CCC+
     Recovery Rating                     6(5%)


WESTERN EXPRESS: Moody's Reinstates B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service reinstated the Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") of truck carrier
Western Express, Inc. at B2 and B2-PD, respectively. Moody's also
assigned a B2 rating to the new $250 million senior secured Term
Loan that Western Express plans to arrange. The rating outlook is
stable.

Western Express plans to utilize the proceeds of the term loan to
refinance existing debt. The refinancing will extend maturities,
reduce cash interest costs and enhance liquidity by fully repaying
existing revolver borrowings, but moderately increase debt to fund
transaction costs including a prepayment premium on the existing
term loan.

RATINGS RATIONALE

Western Express' B2 CFR reflects the company's position as a large
full-truckload and flatbed carrier with a regional focus on the
Eastern and Southern U.S. and selected service to the Western U.S.
Operating in both the dry van segment as well as the flatbed
segment, Western Express serves a wide range of end-markets,
including the relatively stable consumer retail sector, the more
cyclical construction industry as well as e-commerce. The
full-truckload and flatbed segments of the truck transportation
market are very fragmented, competitive and capital intensive.

Western Express demonstrated a good operational track record in the
last three to four years, evidenced by an improvement to a high
single digit operating margin that is attractive relative to some
of its larger peers. The company manages a fleet of tractors with
an adequate average age of less than 36 months. A stepped up pace
of fleet purchases and leases is helping to lower operating,
maintenance and repair costs, improve service levels and aids in
driver recruitment and retention. Financial leverage is prudently
moderate, reflecting a fairly conservative financial policy of the
privately owned company. Moody's estimates (adjusted) debt/EBITDA
to be 3.9 times in 2017 trending down towards 3.7 times in 2018,
based on modest pricing gains and ensuing enhancement in
profitability.

Liquidity is adequate. Taking into account the company's fleet
investments through capital leases, Moody's estimates free cash
flow to be around the break-even level as cash flows are
constrained by requisite fleet investments. This could create
reliance on the normal course sale of used equipment and possibly
the undrawn $60 million asset-based revolving credit facility to
fund required term loan amortizations. In addition, elevated
capital expenditures in connection with the company's fleet
replacement program could turn free cash flow negative in 2019,
calculated including fleet investments through capital leases.

The new $250 million senior secured Term Loan B due 2023 that
Western Express plans to arrange is rated B2, in line with the B2
CFR. This reflects the very sizeable proportion of the capital
structure that this obligation represents, relative to the higher
ranking asset-based revolving credit facility and the effectively
subordinate unsecured obligations in Moody's Loss-Given-Default
analysis.

The stable rating outlook incorporates Moody's expectation of
moderate revenue growth amid continuing U.S. economic growth and
tighter capacity in the trucking sector. Along with management's
ongoing focus on operational efficiencies, these conditions help to
contend with upward pressure on driver wages, sustaining (adjusted)
operating margins of around 9%.

The ratings could be upgraded if the company is able to maintain
operating margins of at least 9%, reduce debt/EBITDA to 3.5 times
or less and demonstrate its ability to generate consistently
positive free cash flows after fleet investments including capital
lease payments.

The ratings could be downgraded if the company's operating margin
deteriorates to below 7%, or if the company is unable to maintain
free cash flow at the break-even level factoring in requisite
spending to sustain the fleet age. In addition, the ratings could
be pressured if debt/EBITDA increases to 4.5 times or if the
average fleet age exceeds 36 months.

Reinstatements:

Issuer: Western Express, Inc.

-- Corporate Family Rating, Reinstated to B2

-- Probability of Default Rating, Reinstated to B2-PD

Assignments:

Issuer: Western Express, Inc.

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

Outlook Actions:

Issuer: Western Express, Inc.

-- Outlook, Changed To Stable From Rating Withdrawn

The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in May 2017.

Western Express, Inc., headquartered in Nashville, TN, is a
truckload carrier that operates in the dry van and flatbed segments
of the transportation market, serving a diverse range of
end-markets. The company generates annual revenue of about $550
million and is privately owned.


WHOLE SAILING: Taps Glenn Forbes, Susan Gray as Legal Counsel
-------------------------------------------------------------
Whole Sailing LLC has filed an amended application seeking approval
from the U.S. Bankruptcy Court for the Northern District of Ohio to
hire attorneys in connection with its Chapter 11 case.

The Debtor proposes to hire Glenn Forbes, Esq., at Forbes Law LLC,
and Susan Gray, Esq., to give legal advice regarding its duties
under the Bankruptcy Code; assist in the preparation of a
bankruptcy plan; and provide other legal services related to its
bankruptcy case.

The attorneys do not hold or represent any interest adverse to the
Debtor's estate, according to court filings.

The attorneys maintain their offices at:

     Glenn E. Forbes, Esq.
     Forbes Law LLC
     166 Main Street
     Painesville, OH 44077
     Phone: (440) 357-6211

          - and -

     Susan Gray, Esq.
     22255 Center Ridge Road, Suite 210
     Rocky River, OH 44116
     Phone: (440) 331-3949
     Fax: (440) 331-8160
     Email: smgray@smgraylaw.com

                     About Whole Sailing LLC

Whole Sailing LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 17-13032) on May 24,
2017.  Phenon Walker, its member, signed the petition.

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

Judge Jessica Price Smith presides over the case.  Dennis J.
Kaselak, Esq., at Petersen & Ibold, represents the Debtor as
bankruptcy counsel.


WHOLELIFE PROPERTIES: Trustee Taps Lain Faulkner as Accountant
--------------------------------------------------------------
Daniel Sherman, the Chapter 11 trustee for WholeLife Properties
LLC, seeks approval from the U.S. Bankruptcy Court for the Northern
District of Texas to hire Lain, Faulkner & Co. P.C. as his
accountant.

The firm will assist the trustee in reviewing bank records,
financial records and other information necessary to administer the
Debtor's Chapter 11 case; file tax returns; assess capital gain
exposure on possible sale of real estate; and assist in the
preparation of any report required to be filed by the trustee.

The firm's standard hourly rates are:

     Shareholder                       $375 - $450
     CPAs/Accounting Professionals     $240 - $340
     IT Professionals                         $250
     Staff Accountants                 $150 - $225
     Clerical/Bookkeepers                $80 - $95

Keith Enger, a Lain Faulkner shareholder, disclosed in a court
filing that he is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Keith Enger
     Lain, Faulkner & Co. P.C.
     400 N. St. Paul Street, Suite 600
     Dallas, TX 75201
     Tel: 214-720-1929

                    About WholeLife Properties

WholeLife Properties, LLC, owns two undeveloped tracts of land
located in McKinney, Texas that is intended to be developed into a
mixed use complex and 200 social memberships to the TPC at Craig
Ranch, a private golf club in McKinney, Texas.

WholeLife Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-42274) on June 7,
2016.  The petition was signed by John B. Lowery, as sole member of
WholeLife Companies, Inc., sole member of WholeLife Properties,
LLC.  At the time of the filing, the Debtor estimated assets of $10
million to $50 million and debt of $1 million to $10 million.

Melissa Hayward, Esq., at Franklin Hayward LLP, is the Debtor's
general bankruptcy counsel.

The case is assigned to Judge Mark X. Mullin.

To date, no committee of unsecured creditors has been appointed.

Mr. Lowery was involved in another Chapter 11 debtor, Cornerstone
Ministries Investments, Inc., which filed Feb. 10, 2008 (Bankr.
N.D. Ga. Case No. 08-20355). Mr. Lowery joined Cornerstone in
approximately 2004 to oversee several single family housing
projects that were being developed by Cornerstone.

Daniel J. Sherman, is the Chapter 11 Trustee of WholeLife
Properties, LLC.  He is represented by Sherman & Yaquinto, L.L.P.
as counsel.


WILKINSON FLOOR: Unsecureds to Get Share of $200,000 Fund
---------------------------------------------------------
Wilkinson Floor Covering, Inc., filed with the U.S. Bankruptcy
Court for the District of Arizona a disclosure statement dated Oct.
30, 2017, in support of the Debtor's plan of reorganization.

Class 3 consists of the General Unsecured Claims held by creditors.
Unsecured creditors will receive a pro-rata share of the Unsecured
Claims Fund of $200,000.  Payments will be made quarterly for 8
quarters starting on the last day of the first quarter following
the month in which the Plan is confirmed.  This class is impaired.


The Debtor are proposing to repay all Unsecured Creditor Claims
within 24 months of the Effective Date and will continue to service
remaining Secured Creditor Claims based on the terms set forth in
this Disclosure Statement and the accompanying Plan.  The Plan will
be funded by the Debtor's post-petition net income and excess cash
held by the Debtor on the Effective Date.

The Debtor will act as the Disbursing Agent under the Plan.  The
Debtor estimate that Class 1 Claims will be approximately $60,000.
To the extent the Debtor do not hold adequate funds as of the
Effective Date to pay all Class 1 Claims in full, the Debtor
contend that they will be able to satisfy any remaining unpaid
Class 1 Claims within two months following the Effective Date.
Class 1 Claims will be paid in full before distributions are made
to Class 3.

Payments to Class 3 will commence on the last day of the quarter in
which the Effective Date falls.  Following the Unsecured Claim
Initial Distribution, the Debtor will continue to make quarterly
payments to Class 3.

The Debtor's sole shareholder, Steve Wilkinson, will receive a new
stock interest in exchange for contribution of his interest in the
Debtor's real estate to the Debtor as of the effective date.  Any
lien interest in property arising from a claim against Steve
Wilkinson will continue to be subordinate to the lien of Bank 34.
To the extent that the claimant's lien arises from a claim upon
which the Debtor is jointly liable, the lien claim will only be
retained to the extent specifically granted under the Plan.

In the event any entity which possesses an Allowed Secured Claim,
or any other lien in any of the Debtor's property for which the
Plan requires the execution of any documents to implement or
incorporate the terms of the Plan, and the entity fails to provide
a release of its lien or execute the necessary documents to satisfy
the requirements of the Plan, the Debtor may record a copy of their
Plan and the confirmation court order with the appropriate
governmental agency, and recordation will constitute the lien
release and creation of the necessary new liens to satisfy the
terms of the Plan.

If the Debtor deem advisable, they may obtain a future Order from
the Court which may be recorded in order to implement the terms of
the Plan.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/azb17-01228-98.pdf

                 About Wilkinson Floor Covering

Wilkinson Floor Covering, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01228) on Feb.
9, 2017.  The petition was signed by Stephen E. Wilkinson,
president.  At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of $1 million to $10 million.

The case is assigned to Judge Eddward P. Ballinger Jr.  

The Debtor engaged Blake D. Gunn, Esq., at the Law Office of Blake
D. Gunn, as counsel.


WILLIAMSON & WILLIAMSON: Disclosure Statement Hearing on Nov. 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Mississippi
is set to hold a hearing on Nov. 30 to consider approval of the
disclosure statement, which explains the proposed Chapter 11 plan
for Williamson & Williamson Farms Partnership.

The hearing will be held at 11:00 a.m., at Greenville Federal
Building, 305 Main Street, Greenville, Mississippi.  Objections are
due by Nov. 28.

              About Williamson & Williamson Farms

Williamson & Williamson Farms Partnership sought Chapter 11
protection (Bankr. N.D. Miss. Case No. 16-10671) on Feb. 26, 2016.

The petition was signed by Ricky D. Williamson, partner. The Debtor
estimated assets at $2.59 million and liabilities at $2.10
million.

Judge Neil P. Olack is assigned to the case.

The Debtor tapped Jeffrey A. Levingston, Esq., at Levingston &
Levingston, PA, as counsel.


WINNEBAGO INDUSTRIES: S&P Alters Outlook to Stable, Affirms BB- CCR
-------------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Forest City,
Iowa-based Winnebago Industries Inc. to stable from positive. At
the same time, S&P affirmed all ratings on the company, including
the 'BB-' corporate credit rating.

S&P said, "The outlook revision to stable from positive reflects
our belief that ratings upside is unlikely given Winnebago's
current leverage policy. The policy, which includes the company's
tolerance for temporary spikes up to 3x for potential mergers and
acquisitions (M&A), will not likely translate into our measure of
adjusted leverage staying below our 3x upgrade threshold over the
highly volatile RV economic cycle. Winnebago recently announced a
desired steady state leverage policy range of between 0.9x and 1.5x
net debt to EBITDA. This measure differs from our measure by about
0.25x, primarily because we do not net cash balances for Winnebago,
as well as small debt adjustments related to leases and
postretirement obligations. Winnebago continues to pay down debt
and expand its towables segment at a rapid rate, and our base case
forecast for adjusted debt to EBITDA is in the mid-to-high 1x area
through fiscal 2019, a level at which we previously stated we would
consider higher ratings. However, we now believe an upgrade is
unlikely because Winnebago has expressed a willingness to increase
net leverage up to 3x for the right acquisition. We do not believe
that net leverage of 3x allows for any cushion compared to our 3x
upgrade threshold, since we estimate that a moderate economic
recession could increase leverage at Winnebago by 1x or more, given
its concentration in the highly cyclical RV space.

"The stable outlook reflects our expectation for good operating
performance in Winnebago's towables segment that will allow the
company to continue to reduce leverage through 2018 and our
expectation that Winnebago will have a significant cushion compared
to our 4x adjusted debt to EBITDA downgrade threshold.

"Although a downgrade is unlikely in the near term given the
company's leverage cushion compared to our downgrade threshold, we
could lower the rating if operating performance is weaker than
anticipated and we believe our measure of debt to EBITDA would be
sustained above 4x (incorporating leveraging acquisitions and
volatility over the economic cycle).

"We could raise the rating one notch to 'BB' if we believe
Winnebago would sustain our measure of total adjusted leverage at
or below 3x, incorporating temporary spikes for acquisitions as
well as volatility over the economic cycle. We estimate that a
moderate economic recession could potentially cause a 1x or more
deterioration in leverage when it occurs. Although our base-case
forecast for leverage in fiscal 2018 (of under 2x) would otherwise
represent a sufficient cushion to incorporate future economic
volatility, we believe the company is willing to increase leverage
to fund future acquisitions, therefore we do not believe our
measure of leverage will be sustained under 3x."


WYNIT DISTRIBUTION: Nov. 20 Auction of Inventory Set
----------------------------------------------------
Judge Kathleen H. Sanberg f the U.S. Bankruptcy Court for the
District of Minnesota authorized the bidding procedures of WYNIT
Distribution, LLC and its affiliates in connection with the sale of
inventory at auction.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Nov. 16, 2017, at 12:00 p.m. (PCT)

     b. Good Faith Deposit: 10% of the purchase price or guaranteed
amount for the Assets proposed to be purchased

     c. Auction: The Auction, if required, will commence at 11:00
a.m. (PCT) on Nov. 20, 2017 at the offices of Stinson Leonard
Street LLP, 50 South Sixth Street, Suite 2600, Minneapolis,
Minnesota.

     d. Credit Bid: Each of the Postpetition Agent and the
Prepetition Agent, on behalf of the Postpetition Lenders and the
Prepetition Lenders, respectively, are deemed Qualified Bidders and
have the right to credit bid for some or all of the Assets should
they elect to do so.

     e. Sale Hearing: Nov. 28, 2017 at 9:00 a.m. (PCT)

     f. Sale Hearing Objection Deadline: Nov. 22, 2017

     g. Closing: No later than Nov. 30, 2017

     h. Notice: Within 1 day of entry of the Bid Procedures Order

Notwithstanding Bankruptcy Rules 6004, or otherwise, the Bid
Procedures Order will be effective and enforceable immediately upon
entry and its provisions will be self-executing.  To the extent
applicable, the stay described in Bankruptcy Rules 6004(h) is
waived.  The Bid Procedures Order will become effective
immediately.

                    About WYNIT Distribution

Headquartered at Greenville, South Carolina, WYNIT Distribution,
LLC, is an international distributor of products from the top
brands in the consumer electronics, photo, wide format printing,
security and outdoor leisure and adventure industries.

WYNIT Distribution filed a Chapter 11 bankruptcy petition (Bankr.
D. Minn. Case No. 17-42726) on Sept. 8, 2017.  The petitions were
signed by Pete Richichi, its chief operating officer.

By orders entered on Sept. 13, 2017, the cases are jointly
administered, with WYNIT Distribution's case as the lead case.

The Debtor disclosed total assets and debt of $100 million to $500
million.

Judge Kathleen H Sanberg presides over the case.  

The Debtor engaged Stinson Leonard Street LLP as counsel.  The
Debtor also hired Conway Mackenzie, Inc., as financial advisor, and
JND Corporate Restructuring as claims, noticing, and balloting
agent.

The Official Committee of Unsecured Creditors formed in the case
has retained Barnes & Thornburg LLP and Lowenstein Sandler LLP as
its bankruptcy co-counsel.


WYNIT DISTRIBUTION: Sale of WD Encore Assets for $1.7M Approved
---------------------------------------------------------------
Judge Kathleen H. Sanberg f the U.S. Bankruptcy Court for the
District of Minnesota authorized WYNIT Distribution, LLC and its
affiliates to sell WD Encore Software, LLC's assets to Sereno
Ventures, LLC for $1,700,000.

An Auction was held on Nov. 8, 2017.  The sale hearing was held on
Nov. 9, 2017.

The sale is free and clear of all Encumbrances.  All valid and
perfected Encumbrances in the Encore Assets will attach to the net
Purchase Price proceeds attributable to the Encore Assets
immediately upon receipt of such Purchase Price proceeds by the
Debtors.

The Court specifically authorized the Debtors to enter into the
Transition Services Agreement.  It approved the sub-license of all
intellectual property rights in the Encore Assets to the Successful
Bidder, to enable the Successful Bidder to use the intellectual
property in the executory contracts identified in the separate
Executory Contracts Motion until a decision is made to assume and
assign any such executory contract to the Successful Bidder as
provided for in the Transition Services Agreement.  Nothing in the
Order will limit the force and effect of the separate Encore
Executory Contracts Order entered substantially contemporaneously
with the Order.

At the closing, the Debtors will be authorized to apply the $54,000
deposit to payment of the Purchase Price.  The Successful Bidder
will wire transfer the balance of the Purchase Price on Nov. 13,
2017 to the Debtors in accordance with the APA.  If for any reason
the Closing does not occur by midnight on Nov. 13, 2017 (PCT), then
the cash will be wired back to the Successful Bidder on the next
business day other than the deposit if due Debtor under the APA.

In exchange for the Postpetition Agent's and Prepetition Agent's
consent to the entry of the Order, any and all proceeds relating to
the APA and related Transactions will be remitted to the
Prepetition Agent and the Postpetition Agent to pay the outstanding
obligations under the Prepetition Credit Agreement, Postpetition
Credit Agreement and Final Financing Order.

During the Transition Period, the Successful Bidder is authorized
to use the Debtors' IT systems, warehouse management systems, and
necessary software in use by the Debtors to prepare and ship the
Inventory, and to collect the Encore Assets in accordance with the
terms and conditions of the APA.

During the Transition Period, the Successful Bidder will be granted
a limited license and right to use the Debtors' trade names, logos
and customer, mailing and e-mail lists, catalogs, e-commerce sites
(including, without limitation, websites and social media sites
such as Facebook and Twitter) relating to and used in connection
with the sale in accordance with the terms of the APA.

Notwithstanding anything to the contrary contained in the Order,
any prepetition or presently existing liens encumbering all or any
portion of the Encore Assets being sold pursuant to the Order will
attach to the proceeds received by the Debtors on account of such
Encore Assets with the same extent, validity and priority as such
liens existed as of the Petition Date and provided that the
proceeds of the sale of such Encore Assets or any other proceeds or
amounts paid pursuant to the terms of the APA will be remitted, on
the Closing Date, to the Prepetition Agent and the Postpetition
Agent to pay down the outstanding secured indebtedness due and
owing under the Prepetition Credit Agreement, the Postpetition
Credit Agreement and the Final Financing Order until such amounts
are indefeasibly paid in full, in cash.

Pursuant to the Bid Procedures Order, the sole back-up bidder will
be Richdale Ventures, LLC and 3MG, LLC, jointly, for an aggregate
purchase price of $1,475,000 and otherwise pursuant to the terms of
the Asset Purchase Agreement.  The Back-Up Bidder will be obligated
to close in accordance with the Bid Procedures Order and, if so
closed, all references in the Order to the Successful Bidder will
be deemed to be the Back-Up Bidder.

Notwithstanding Bankruptcy Rules 4001 and 6004, or any other law
that would serve to stay or limit the immediate effect of the
Order, the Order will be effective and enforceable immediately upon
entry and its provisions will be self-executing.  In the absence of
any person or entity obtaining a stay pending appeal, the Debtors
and the Successful Bidder are free to perform under the APA at any
time, subject to the terms thereof.

The automatic stay pursuant to Section 362 is lifted with respect
to the Debtors to the extent necessary, without further order of
the Court.

Upon the closing of the sale of all or some of the Encore Debtor's
assets to the Successful Bidder or the Back-Up Bidder, the Debtors
will pay a Breakup Fee in the amount of $30,000 to Avanquest North
America, LLC from the proceeds of the sale.  In addition, the
Debtors will return the good faith deposit of the Stalking Horse
Bidder, without interest, to the Stalking Horse Bidder no later
than 10 days after the closing of the sale to the Successful Bidder
or to the Back-Up Bidder.  The Stalking Horse Bidder is not, and
will not be deemed to be, a Back-Up Bidder.

                    About WYNIT Distribution

Headquartered at Greenville, South Carolina, WYNIT Distribution,
LLC, is an international distributor of products from the top
brands in the consumer electronics, photo, wide format printing,
security and outdoor leisure and adventure industries.

WYNIT Distribution filed a Chapter 11 bankruptcy petition (Bankr.
D. Minn. Case No. 17-42726) on Sept. 8, 2017.  The petitions were
signed by Pete Richichi, its chief operating officer.

By orders entered on Sept. 13, 2017, the cases are jointly
administered, with WYNIT Distribution's case as the lead case.

The Debtor disclosed total assets and debt of $100 million to $500
million.

Judge Kathleen H Sanberg presides over the case.  

The Debtor engaged Stinson Leonard Street LLP as counsel.  The
Debtor also hired Conway Mackenzie, Inc., as financial advisor, and
JND Corporate Restructuring as claims, noticing, and balloting
agent.

The Official Committee of Unsecured Creditors formed in the case
has retained Barnes & Thornburg LLP and Lowenstein Sandler LLP as
its bankruptcy co-counsel.


XPERI CORP: S&P Alters Outlook to Negative on Weak Credit Metrics
-----------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'BB-' corporate credit rating on San Jose,
Calif.-based Xperi Corp.

S&P said, "At the same time, we affirmed our 'BB-' issue-level
rating, with a '3' recovery rating, on the company's $600 million
senior secured term loan, indicating our expectation for meaningful
(50%-70%; rounded estimate: 50%) recovery in the event of payment
default.

"The outlook revision reflects weakened credit metrics following
the most recent quarter, with S&P Global Ratings-adjusted leverage
in the 4x area (above our downside threshold of mid-3x) and our
view that leverage could stay elevated until there is clarity on
ongoing lawsuits. While there is a catalyst to resolve legal
matters with Broadcom with the upcoming final determination from
the ITC in early December 2017, the dispute could continue into
2018. If the lawsuits drag on, we see incremental risk to the
company's financial metrics in 2019. Some of the company's
Fotonation imaging revenues were pushed out into 2018 because of
delayed product launches by its customers, and Xperi lost an audio
customer representing about $10 million of 2017 revenues due to the
customer's financial issues. These near-term challenges are offset
by the company's successful integration of the DTS acquisition,
strong free cash flow generation, and its intention to put cash
flow toward debt repayment. The DTS business continues to perform
well, with solid DTSX and HD Radio market adoption.

"The negative outlook reflects Xperi's weakened credit metrics with
leverage in the 4x area following the most recent quarter and the
risk that there could be no near-term resolution to ongoing
lawsuits against Samsung and Broadcom.

"We could lower the rating on Xperi if the company's leverage is
sustained above the mid-3x area over the next 12 months, if there
is no resolution to ongoing litigation, or if we view future
profitability to be weaker as a result of new licensing deals.

"We could revise the outlook to stable if there is a favorable
outcome in either of the ongoing lawsuits, resulting in improved
liquidity and financial metrics."


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***