TCR_Public/171129.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 29, 2017, Vol. 21, No. 332

                            Headlines

58 OCEAN AVE: Voluntary Chapter 11 Case Summary
A HELPING HAND TOO: Wants to Use Levied Receivables Returned by IRS
APACHE CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
APOLLO MEDICAL: Will Hold 'Say-on-Pay' Votes Triennially
ARKADOS GROUP: Changes Its Name to 'Solbright Group'

AUTODESK INC: Egan-Jones Lowers Sr. Unsecured Ratings to B
AYTU BIOSCIENCE: Incurs $4.2 Million Net Loss in First Quarter
BAILEY'S EXPRESS: Plan Estimates $16.5MM in Unsecured Claims
BEBE STORES: Extends GBG Transition Services Pact Until Nov. 2018
BESTWALL LLC: Bankruptcy Filing Stays Suit Filed by the Linebergers

BESTWALL LLC: D.F. Brown Lawsuit Stayed by District Court
BESTWALL LLC: District Court Stays R. Mullinax Lawsuit
BIRCH RIDGE: Case Summary & 3 Largest Unsecured Creditors
BISON GLOBAL: Has Court's Interim OK to Use Cash Collateral
BON-TON STORES: Commences Trading on OTCQX Best Market

CAFETAL CORP: Hires Mark S. Roher Law Firm as Counsel
CARE FOR YOU: Asks Court to Approve Plan Outline
CARL BADALICH: FNBW Not Estopped from Denying Refinance Agreement
CARVER BANCORP: Widens Net Loss to $2.9 Million in Fiscal 2017
CHICAGO FIRE BRICK: Continental Must Pay Policy Limits, Atty Fees

CLEAVER-BROOKS INC: Moody's Affirms B2 CFR; Outlook Remains Neg.
CLEAVER-BROOKS INC: S&P Rates $395MM Senior Secured Notes 'B'
COASTAL STAFFING: Case Summary & 14 Largest Unsecured Creditors
COLLEGE PARK: Wants to Use Cash Collateral of City First Bank
CONNEAUT LAKE PARK: Selling Summit Property to Franklin for $150K

DEVON ENERGY: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
DIVERSIFIED POWER: Wants to Use Cash Collateral of Frost Bank
DOCTOR'S BEST: Wants to Use Wilmington Savings' Cash Collateral
ESPLANADE HL: May Use Cash Collateral Through Dec. 24
EVIO INC: Taps Macdonald Tuskey for Possible Canadian Markets Entry

FORESIGHT ENERGY: Reports Third Quarter Net Loss of $13.6M
FRED'S INC: Egan-Jones Cuts LC Sr. Unsecured Rating to CCC+
GMAC MORTGAGE: Missouri Ct. Reopens Suit Filed by D. Poole, et al.
GSE ENVIRONMENTAL: C. Sorrentino Remains an Equity Holder, Ct. Says
HOG WILD: Case Summary & 19 Largest Unsecured Creditors

HOOPER HOLMES: Widens Net Loss to $5.4 Million in Third Quarter
HORNBECK OFFSHORE: Egan-Jones Cuts FC Sr. Unsec. Debt Rating to CC
HUNTWICKE CAPITAL: Terminates Registration of Common Stock
IHEARTCOMMUNICATIONS INC: Extends Notes Private Offers to Nov. 24
IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers Deadline

JOHN BASISTA: Lighthouse Buying Interest in Sewickley Land for $80K
KANGAROO FOODS: Case Summary & 16 Largest Unsecured Creditors
KEMET CORP: Egan-Jones Hikes Sr. Unsecured Debt Ratings to B
L BRANDS: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
LEHMAN BROTHERS: Barclays Not Guilty of Employment Discrimination

LTD MANAGEMENT: Wants to Use Cash Collateral Through Jan. 31
MAC ACQUISITION: Taps Duff & Phelps Securities as Financial Advisor
MARINE ACQUISITION: Dometic Deal No Impact on Moody's B2 CFR
MARK GINSBURG: Enises Liable for Additions to Tax in 2007 and 2010
MATTHEWS INT'L: Moody's Assigns Ba3 Corporate Family Rating

MATTHEWS INT'L: S&P Assigns 'BB' CCR, Outlook Stable
MICHELE MAYER: Sale of 1633 West Prospect Property for $107K OKed
MICHELE MAYER: Short Sale of 1348 Sunnyview Property for $110K OKed
MNM HOLDINGS: Taps Mazurkraemer Business Law as Lead Counsel
MONAKER GROUP: Files Amended 3.1M Shares Resale Prospectus

MONTCO OFFSHORE: Falcon USA Buying All Assets for $132M Credit Bid
MONTFORT HOUSING: Case Summary & Unsecured Creditor
MOUNTAIN PROVINCE: Fitch Assigns B Long-Term IDR, Outlook Stable
MOUNTAIN PROVINCE: Moody's Assigns B3 Corporate Family Rating
MOUNTAIN PROVINCE: S&P Assigns Preliminary 'B-' Corp. Credit Rating

NAVIDEA BIOPHARMACEUTICALS: Widens Net Loss to $1.4M in Q3
NAVILLUS TILE: Wants to Obtain $135MM Financing From Liberty Mutual
NEW TRIDENT: Moody's Lowers CFR to Caa3; Outlook Negative
NEWALTA CORP: Moody's Affirms Caa1 CFR & Revises Outlook to Stable
NINER INC: Case Summary & 20 Largest Unsecured Creditors

NORTHERN OIL: Reduces Third Quarter Net Loss to $16.1 Million
OMEROS CORP: Posts Narrower Net Loss of $7.5M in Third Quarter
PEPPERTREE LAND: Wants to Use Merchants Bank's Cash Collateral
PINE STATE: Case Summary & 20 Largest Unsecured Creditors
POST GREEN FELL: May Use Cash Collateral to Pay Retainer to Counsel

POST HOLDINGS: Egan-Jones Cuts Sr. Unsecured Ratings to CCC+
PRADO MANAGEMENT: December 13 Plan Confirmation Hearing
PRECIPIO INC: Prices $2,748,000 Registered Direct Offering
PREFERRED CARE: Bowling Green May Use Cash of Omega & FC Domino
PREFERRED CARE: Elsemere & Henderson May Use Cash of Ziegler & FC

PREFERRED CARE: Has Interim OK to Obtain Financing From Wells Fargo
QUOTIENT LIMITED: Files Resale Prospectus of 16.8M Ordinay Shares
RAIN CARBON: Moody's Rates New Revolver Facility Due 2023 Ba3
REAL HOSPITALITY: Wants to Use Mission National Bank's Cash
REVSTONE INDUSTRIES: Trustee Can Clawback Funds from Ex-Chair's Son

RFI MANAGEMENT: Hearing on Amended Disclosures Set for Jan. 4
RICEBRAN TECHNOLOGIES: Swings to $3.29MM Income in Third Quarter
RINA DIMONTELLA: Wants to Use Cash Collateral Through Nov. 30
RITE AID: Egan-Jones Cuts Sr. Unsecured Ratings to B+
ROYAL FLUSH: Court Approves Fourth Amended Disclosure Statement

RYCKMAN CREEK: Fails to Disclose Facility Status, Questar Says
SAEXPLORATION HOLDINGS: Has $13.8 Million Net Loss for 3rd Quarter
SEARS HOLDINGS: Fairholme Capital Has 21.8% Equity Stake
SINCLAIR TELEVISION: Moody's Rates New $3.725BB Term Loan Ba1
SINCLAIR TELEVISION: S&P Places 'B+' Rating on Watch Positive

SNAP INTERACTIVE: Appoints Former MySpace CEO to Board
SOFTWARE TRANSFORMATIONS: Voluntary Chapter 11 Case Summary
SOTERA HEALTH: Moody's Affirms B3 Corporate Family Rating
STARWOOD PROPERTY: Moody's Rates Proposed Sr. Unsec. Notes Ba3
TEC-AIR INC: Committee Taps Shaw Fishman as Legal Counsel

TERRAFORM POWER: Fitch Assigns First-Time BB- IDR; Outlook Stable
TERRAFORM POWER: Moody's Rates $1BB Senior Unsecured Notes B2
TERRAFORM POWER: S&P Rates $1BB Senior Unsecured Notes 'BB-'
TERRAVIA HOLDINGS: Putative Class Objects to Disclosure Statement
TIME INC: Acquisition by Meredith No Impact on Moody's B1 CFR

TIME INC: S&P Places 'B' CCR on Watch Positive Amid Meredith Deal
TULSA SCHOOL: Case Summary & 20 Top Unsecured Creditors
VIPER SERVICES: Dismissal of Ch. 11 Case Moots Lawsuit vs FFBL
VORAS ENTERPRISE: Wants to Use Cash of 124 NY & Bank of NY Mellon
WALTER INVESTMENT: Extends Computershare Rights Pact by One Year

WALTER INVESTMENT: Lowers Net Loss to $124.1M in Third Quarter
WALTER INVESTMENT: Will File Bankruptcy Papers by Nov. 30
YIELD10 BIOSCIENCE: Incurs $2 Million Net Loss in Third Quarter

                            *********

58 OCEAN AVE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 58 Ocean Ave, LLC
        58 Ocean Avenue
        Deal, NJ 07723

Business Description: Based in Deal, New Jersey, 58 Ocean Ave,
                      LLC, is a real estate company.  It owns in
                      fee simple interest a property located at 58
                      Ocean Avenue, Deal, New Jersey 07723 valued
                      by the company at $4.10 million.  The
                      company's mailing address is P.O. Box 5378,
                      New York, NY 10185.

Chapter 11 Petition Date: November 27, 2017

Case No.: 17-33757

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

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Andrew J. Kelly, Esq.
                  THE KELLY FIRM, P.C.
                  Coast Capital Building
                  1011 Highway 71, St. 200
                  Spring Lake, NJ 07762
                  Tel: 732-449-0525
                  Fax: 732-449-0592
                  Email: akelly@kbtlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph Safdieh, managing member.

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

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

         http://bankrupt.com/misc/njb17-33757.pdf


A HELPING HAND TOO: Wants to Use Levied Receivables Returned by IRS
-------------------------------------------------------------------
A Helping Hand Too, LLC, seeks permission from the U.S. Bankruptcy
Court for the Western District of Louisiana to use levied
receivables that were returned to the business by the IRS.

The Debtor has received the levied funds and desires to utilize the
funds to pay its employees, which is what would have been done if
they had not been levied.

The Debtor related that its receivables which were to be used for
payroll were levied on Sept. 14, 2017, shortly after it filed for
bankruptcy on Sept. 12, 2017; and the Department of Health &
Hospitals (DHH) mailed the funds to the Internal Revenue Service.
On the same date, the IRS mailed a Release of Levy to the
Department of Health & Hospitals.  Once the checks from DHH were
received by the Monroe IRS office, the checks were sent back to DHH
Financial Management.  The levied checks were eventually reissued
to A Helping Hand Too, LLC, and mailed to their office.

A hearing to consider the Debtor's request is scheduled for Dec. 7,
2017, at 9:30 a.m.

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

            http://bankrupt.com/misc/lawb17-31512-68.pdf

As reported by the Troubled Company Reporter on Nov. 20, 2017, the
Court denied the Debtor's motion for authorization to use cash
collateral.  According to the ruling, the Debtor's certificate of
service on each of the motions/applications does not comply with
the service requirements of Bankruptcy Rule 2002.  Since proper
service is necessary for the Court to have jurisdiction over the
responding party, failure to properly serve a motion can result in
a future challenge to the order granting the relief requested.

                    About A Helping Hand Too

A Helping Hand Too, LLC, previously filed a Chapter 11 bankruptcy
petition (Bankr. W.D.La. Case No. 16-31376) on Sept. 10, 2016.

A Helping Hand Too, LLC, recently filed a Chapter 11 bankruptcy
petition (Bankr. W.D. La. Case No. 17-31512) on Sept. 12, 2017.
The petition was signed by Cynthia Welch, co-owner.  At the time of
filing, the Debtor estimated $50,000 in estimated assets and
$100,000 to $500,000 in liabilities.  J. Garland Smith, Esq., at J.
Garland Smith & Associates serves as bankruptcy counsel.


APACHE CORP: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
----------------------------------------------------------
Egan-Jones Ratings Company, on Sept. 13, 2017, raised the foreign
currency and local currency senior unsecured ratings on debt issued
by Apache Corp. to BB+ from BB.

Apache Corporation is a petroleum and natural gas exploration and
production company headquartered in Houston, Texas.


APOLLO MEDICAL: Will Hold 'Say-on-Pay' Votes Triennially
--------------------------------------------------------
Apollo Medical Holdings, Inc., filed an amended current report on
Form 8-K/A with the Securities and Exchange Commission to disclose
the results of the matters submitted to a vote by the Company's
stockholders at the Company's 2016 annual meeting of stockholders
held on Sept. 14, 2016.  The sole purpose of the amendment was to
disclose the Company's decision as to how frequently the Company
will conduct future shareholder advisory votes regarding the
compensation of the named executive officers of the Company.

Consistent with the recommendation of the Board of Directors of the
Company and the vote of the stockholders at the Company's 2016
annual meeting on the frequency of future stockholder advisory
votes on the compensation of the named executive officers of the
Company, where a majority of the issued and outstanding shares of
capital stock of the Company entitled to vote at the annual meeting
voted for the Company to hold such future advisory votes every
three years, the Company has decided to include an advisory
stockholder vote on the compensation of executives in its proxy
materials every three years.  This decision will remain in effect
until the next stockholder advisory vote on the frequency of
stockholder advisory votes regarding the compensation of the named
executive officers of the Company at the Company's 2019 annual
meeting of stockholders.

                     About Apollo Medical

Headquartered in Glendale, California, Apollo Medical Holdings,
Inc., and its affiliated physician groups are patient-centered,
physician-centric integrated population health management company
working to provide coordinated, outcomes-based medical care in a
cost-effective manner.  Led by a management team with over a decade
of experience, ApolloMed has built a company and culture that is
focused on physicians providing high-quality medical care,
population health management and care coordination for patients,
particularly senior patients and patients with multiple chronic
conditions.  ApolloMed believes that the Company is well-positioned
to take advantage of changes in the rapidly evolving U.S.
healthcare industry, as there is a growing national movement
towards more results-oriented healthcare centered on the triple aim
of patient satisfaction, high-quality care and cost efficiency.
Visit http://apollomed.netfor more information.

Apollo Medical reported a net loss attributable to the Company of
$8.96 million on $57.42 million of net revenues for the year ended
March 31, 2017, compared to a net loss attributable to the Company
of $9.34 million on $44.04 million of net revenues for the year
ended March 31, 2016.  As of Sept. 30, 2017, Apollo Medical had
$41.17 million in total assets, $48.46 million in total liabilities
and a total stockholders' deficit of $7.29 million.

BDO USA, LLP, in Los Angeles, California, expressed substantial
doubt about the Company's ability to continue as a going concern in
its report on the consolidated financial statements for the year
ended March 31, 2017.  The auditors said the Company has suffered
recurring losses from operations and has generated negative cash
flows from operations since inception, resulting in an accumulated
deficit of $37.7 million as of March 31, 2017.


ARKADOS GROUP: Changes Its Name to 'Solbright Group'
----------------------------------------------------
Arkados Group, Inc., filed its Certificate of Amendment of the
Certificate of Incorporation with the Secretary of State of the
State of Delaware on Oct. 30, 2017, changing the name of the
Company to "Solbright Group, Inc."  As previously disclosed, on
Sept. 7, 2017, the holders of a majority of the votes entitled to
be cast by all its outstanding shares adopted resolutions by
written consent, in lieu of a meeting of stockholders, to amend its
Certificate of Incorporation to change its name to Solbright Group,
Inc. to better reflect the business of the Company.

On Nov. 3, 2017, the Company received notification from FINRA that
as of Nov. 6, 2017, the new symbol of the Company will be "SBRT".

                      About Arkados Group

Arkados Group, Inc., with its principal offices located in Newark,
New Jersey, is an industrial automation and energy management
company providing Industrial Internet of Things (IoT) solutions
that help commercial and industrial facilities increase efficiency
and reduce cost.  The Company delivers technology solutions for
building and machine automation and energy conservation that
complement its energy conservation services such as LED lighting
retrofits, HVAC system retrofits and solar engineering, procurement
and construction services.  The Company's focus is towards the
development and commercialization of an Internet of Things software
platform that supports Big Data applications that complement its
energy management services.  Visit http://www.arkadosgroup.comfor
more information.

The report from the Company's independent registered public
accounting firm for the year ended May 31, 2017, includes an
explanatory paragraph stating that the Company has incurred
recurring operating losses and will have to obtain additional
capital to sustain operations.  RBSM LLP, in New York, said these
conditions raise substantial doubt about the Company's ability to
continue as a going concern.

Arkados incurred a net loss of $3.34 million for the year ended May
31, 2017, following a net loss of $3.11 million for the year ended
May 31, 2016.  As of Aug. 31, 2017, Arkados had $19.17 million in
total assets, $15.32 million in total liabilities and $3.84 million
in total stockholders' equity.


AUTODESK INC: Egan-Jones Lowers Sr. Unsecured Ratings to B
----------------------------------------------------------
Egan-Jones Ratings Company, on Sept. 11, 2017, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Autodesk Inc. to B from BB+.  EJR also lowered the
foreign currency and local currency ratings on commercial paper
issued by the Company to B from A2.

Autodesk, Inc. is an American multinational software corporation
that makes software for the architecture, engineering,
construction, manufacturing, media, and entertainment industries.


AYTU BIOSCIENCE: Incurs $4.2 Million Net Loss in First Quarter
--------------------------------------------------------------
Aytu BioScience, Inc., provided an overview of its business,
including the Company's operational and financial results for its
fiscal first quarter of 2018.

Aytu BioScience reported a net loss of $4.24 million for the three
months ended Sept. 30, 2017, compared to a net loss of $5.72
million for the same period in 2016.

Net revenue for the first quarter of 2018 totaled $1.07 million
from sales of Natesto, MiOXSYS, Fiera, and ProstaScint, compared to
net revenue of $698,000 for the same period last year, an increase
of 54%.  Natesto and MiOXSYS comprised the majority of sales in the
first quarter of 2018.  Product sales in the same quarter of 2017
were mostly comprised of ProstaScint and Primsol, a product that
was divested in late fiscal 2017.

Gross sales for the company totaled $2,243,000, representing an
increase of 142% over the same period last year.

Sales, general, and administrative expenses for the first quarter
of 2018 were $4,618,000, down 20% from the same quarter last year,
and the Company's net loss for the quarter was reduced by 26% to
$4,245,000.

Cash and cash equivalents totaled $7.1 million as of Sept. 30,
2017.

With the increasing net revenues due to the sales growth of
Natesto, expansion of MiOXSYS outside the US and the integration of
Fiera, the Company believes it has adequate cash to achieve
profitability and effectively operate into the middle of fiscal
2019.

                 Liquidity and Capital Resources

According to the Company, "We are a relatively young company with
substantial revenue growth goals, demonstrated by the nearly 55%
revenue growth year over year for the three months ended September
30, 2017.  Our primary activities are focused on commercializing
our approved products, acquiring products and developing our
product candidates, and raising capital.  As of September 30, 2017,
we had cash and cash equivalents totaling $7.1 million available to
fund our operations offset by an aggregate of $2.6 million in
accounts payable and accrued liabilities.

"With the additional capital that we raised in August 2017 of $11.8
million, we believe we have sufficient resources to fund our
operations through fiscal 2018 and into the middle of fiscal 2019.
We believe, if our sales continue to grow while being able to
maintain research and development and selling, general and
administrative costs, that will continue to decrease our net losses
and cash burn during the remainder of fiscal 2018. With these
assumptions, we believe that we have sufficient cash on hand to
reach cash-flow breakeven and potentially profitability.  If
necessary, in the future we will evaluate the capital markets from
time to time to determine when to raise additional capital in the
form of equity, convertible debt or other financing instruments,
depending on market conditions relative to our need for funds at
such time.  We will seek to raise additional capital at such time
as we conclude that such capital is available on terms that we
consider to be in the best interests of our Company and our
stockholders.  Over the last three years, including recently,
volatility in the financial markets has adversely affected the
market capitalizations of many bioscience companies and generally
made equity and debt financing more difficult to obtain.  This
volatility, coupled with other factors, may limit our access to
additional financing.

"At this time, we expect to satisfy our future cash needs through
private or public sales of our securities or debt financings.  We
cannot be certain that financing will be available to us on
acceptable terms, or at all.  Over the last three years, including
recently, volatility in the financial markets has adversely
affected the market capitalizations of many bioscience companies
and generally made equity and debt financing more difficult to
obtain. This volatility, coupled with other factors, may limit our
access to additional financing.

"If we cannot raise adequate additional capital in the future when
we require it, we could be required to delay, reduce the scope of,
or eliminate one or more of our commercialization efforts or our
research and development programs.  We also may be required to
relinquish greater or all rights to product candidates at less
favorable terms than we would otherwise choose.  This may lead to
impairment or other charges, which could materially affect our
balance sheet and operating results."

Q1 2018 Operational Highlights

   * Recognized $1.1 million in total net revenues for the first
     quarter of fiscal 2018, representing a 54% increase over Q1
     fiscal 2017

   * Listed the Company's common shares on the NASDAQ Capital
     Market, on which trading of shares under the ticker symbol
     "AYTU" began Oct. 20, 2017

   * Increased Natesto prescription demand to 2,036 total
     prescriptions, representing a 411% increase over Q1 fiscal
     2017

   * Increased shipped Natesto factory sales units to over 7,000,
     representing an increase of more than 85% over the previous
     quarter

   * Increased the number of Natesto prescribers across the U.S.
     to 991, which represented a 21% increase over the previous
     quarter

   * Increased the number of MiOXSYS System placements globally to

     96 since Q1 fiscal 2017, and placed 29 instruments in six
     countries through the Company's distribution partners

   * Initiated commercial integration of the women's sexual   
     wellness product line, Fiera, and the launch of the Company's
     first international distribution agreement in Japan

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

                      https://is.gd/ZMtyAX

                     About Aytu BioScience

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

Aytu BioScience reported a net loss of $22.50 million for the year
ended June 30, 2017, a net loss of $28.18 million for the year
ended June 30, 2016, and a net loss of $7.72 million for the year
ended June 30, 2015.


BAILEY'S EXPRESS: Plan Estimates $16.5MM in Unsecured Claims
------------------------------------------------------------
Bailey's Express, Inc., has filed with the U.S. Bankruptcy Court
for the District of Connecticut a Second Amended Disclosure
Statement in relation to the proposed Second Amended Plan of
Liquidation.

The source of funding for the Plan will consist of cash on hand,
collection of accounts receivable, sale of the trucks and trailers,
sale of the equipment and tools, proceeds from causes of action,
and the sale of the Debtor's 100% interest in 61 Industrial Park.

Under the Plan, holders of Class 3 general unsecured claims are
impaired. The Class 3 claims approximate $16,500,000, including the
SAIA Unsecured Claim. Holders of Class 3 claims will receive their
pro rata share of the Unsecured Claim Fund (after payment of
Allowed Administrative Expenses and Priority Tax Claims,
established by the Escrow Funds the estate assets of the Reserve as
required by the Plan, or adequate reserve therefore has been
established). On the Initial Distribution Date, the holders of
allowed Class 2 claims will receive distributions from the funds
available in the Unsecured Claim Fund. Thereafter, distributions of
funds available in the Unsecured Claim Fund will be made quarterly
to holders of allowed Class 2 claims.

The Plan provides that Class 1, which consists of the secured claim
of Bankwell, will be paid in full on the Effective Date. Bankwell
holds a claim in the original principal amount of $150,000, secured
by a lien on all of the assets of the Debtor. As of the Petition
Date, the amount of the debt owed to Bankwell approximated $11,000,
and the Debtor has been making its regular payments to Bankwell
since the Petition Date.

Class 2 claimant, SAIA, holds a secured claim against the Debtor in
the amount of $423,403.89, pursuant to the SAIA Settlement. The
SAIA's claim will be paid in full on the Effective Date. Class 2
claim is unimpaired and do not vote on the Plan.

Holders of Class 4 Interests (Equity) are impaired. This Class
consists of a 60% interest held by the John M. Hall Marital Trust
and a 40% interest held by Jan Youngblood in the Debtor. The John
M. Hall Marital Trust and Jan Youngblood's interests will be
extinguished, and will receive no distribution under the Plan and
are deemed to have rejected the Plan.

A full-text copy of the Second Amended Disclosure Statement is
available for free at https://is.gd/4JFcCs

Counsel to Bailey’s Express, Inc.:

             Elizabeth J. Austin, Esq.
             Jessica Grossarth Kennedy, Esq.
             Pullman & Comley, LLC
             850 Main Street, 8th Floor
             Bridgeport, CT 06604
             Phone: (203) 330-2000
             Email: eaustin@pullcom.com
                   jgrossarth@pullcom.com

                   About Bailey's Express

Headquartered in Middletown, Connecticut, Bailey's Express --
http://www.baileysxpress.com/-- is a Connecticut-based less than
truckload carrier.  It provides service across the nation and is
dedicated in helping Connecticut, Massachusetts and Rhode Island
companies market their products throughout the U.S. including
Hawaii and Alaska.  It has distribution points in Charlotte,
Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville,
Memphis, Neenah, Phoenix, Salt Lake City and Toledo.  It also
provides service to Mexico, Puerto Rico & Canada.

Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr.
D. Conn. Case No. 17-31042) on July 13, 2017, estimating its assets
and liabilities at between $1 million and $10 million.  The
petition was signed by David Allen, chief financial officer.

Judge Ann M. Nevins presides over the case.

Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at
Pullman & Comley, LLC, serves as the Debtor's bankruptcy counsel.

No creditors' committee has yet been appointed in the case.


BEBE STORES: Extends GBG Transition Services Pact Until Nov. 2018
-----------------------------------------------------------------
bebe stores, inc., and GBG USA Inc. entered into a first amendment
to transition services agreement pursuant to which the Company
agreed to extend the provision of certain transitional services
relating to the Company's website and international wholesale
business through Nov. 30, 2018.  GBG agreed to pay the Company a
monthly fee to compensate the Company for its costs and expenses
for providing the services.  The First Amendment amends the
Transition Services Agreement entered into between the parties on
May 30, 2017.

                   About bebe stores inc.

Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) --
http://www.bebe.com/-- is a women's retail clothier established in
1976.  The brand develops and produces a line of women's apparel
and accessories, which it markets under the Bebe, BebeSport, and
Bebe Outlet names.

Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976.  Mr.
Mashouf became the chief executive officer beginning February 2016.
He previously served as the Company's CEO from 1976 to February
2004 and again from January 2009 to January 2013.  Mr. Mashouf is
the uncle of Hamid Mashouf, the Company's chief information
officer.  The Company operated brick-and-mortar stores in the
United States, Puerto Rico and Canada.  The Company had 142 retail
stores before ending all retail operations in the U.S. by May 27,
2017.  As of July 1, 2017, the Company had no remaining stores and
had fully impaired, all of its remaining long-lived assets at its
corporate offices and distribution center because of the shut-down
of its operations.

bebe stores reported a net loss of $138.96 million on $0 of net
sales for the fiscal year ended July 1, 2017, compared to a net
loss of $27.48 million on $0 of net sales for the fiscal year ended
July 2, 2016.  As of Sept. 30, 2017, bebe stores had $30.87 million
in total assets, $39.21 million in total liabilities and a total
shareholders' deficit of $8.34 million.

The report from the Company's independent registered public
accounting firm Deloitte & Touche LLP, in San Francisco,
California, for the year ended Dec. 31, 2016, includes an
explanatory paragraph stating that the Company has incurred
recurring losses from operations and negative cash flows from
operations and expects significant uncertainty in generating
sufficient cash to meet its obligations and sustain its operations,
which raises substantial doubt about its ability to continue as a
going concern.


BESTWALL LLC: Bankruptcy Filing Stays Suit Filed by the Linebergers
-------------------------------------------------------------------
District Judge Martin Reidinger entered an order staying the civil
action captioned TOMMY WILLIAM LINEBERGER and spouse MARCELLA
WILSON LINEBERGER, Plaintiffs, v. CBS CORPORATION, et al.,
Defendants, Civil Case No. 1:16-cv-00390-MR-DLH (W.D.N.C.) as to
the Defendant Georgia-Pacific LLC (now known as Bestwall LLC) only
until further Order of the Court. All other claims pending in this
action remain unaffected by this stay.

Bestwall has filed a notice with the Court indicating that it filed
a voluntary bankruptcy petition under Chapter 11 of the U.S.
Bankruptcy Code on Nov. 2, 2017. It is well-settled that "[w]hen
litigation is pending against the debtor at the time a bankruptcy
case is commenced, the litigation is stayed automatically."

The parties must file a status report with the Court every 90 days
until the bankruptcy proceeding is completed or the automatic stay
is lifted, whichever comes first.

A copy of Judge Reidinger's Order dated Nov. 14, 2017, is available
at https://is.gd/dN4blQ from Leagle.com.

Tommy William Lineberger, Plaintiff, represented by Sabrina G.
Stone -- sstone@dobllp.com --  Dean Omar Branham --
aomar@dobllp.com -- LLP, pro hac vice.

Tommy William Lineberger, Plaintiff, represented by William M.
Graham, Wallace & Graham.

Marcella Wilson Lineberger, Plaintiff, represented by Sabrina G.
Stone, Dean Omar Branham, LLP, pro hac vice & William M. Graham,
Wallace & Graham.

CBS Corporation, Defendant, represented by Jennifer M. Techman --
jmtechman@ewhlaw.com -- Evert Weathersby Houff.

CNA Holdings, Inc., Defendant, represented by Stephen B.
Williamson, Van Winkle, Buck, Wall, Starnes & Davis, P.A..

Cooper Industries, LLC, Defendant, represented by William P. Early,
Pierce Herns Sloan & Wilson, LLC.

Durez Corporation, Defendant, represented by John S. Slosson,
Nelson Mullins Riley & Scarborough, LLP, Tracy Edward Tomlin --
tracy.tomlin@nelsonmullins.com -- Nelson, Mullins, Riley &
Scarborough LLP & William M. Starr -- bill.starr@nelsonmullins.com
-- Nelson, Mullins, Riley & Scarborough, LLP.

Eaton Corporation, Defendant, represented by Laura Erb Dean,
Cranfill, Sumner & Hartzog, LLP & Richard T. Boyette, Cranfill,
Sumner & Hartzog, L.L.P.

General Cable Industries, Inc., Defendant, represented by Stephanie
G. Flynn -- stephanie.flynn@smithmoorelaw.com -- Smith Moore
Leatherwood LLP, pro hac vice & Timothy Peck --
tim.peck@smithmoorelaw.com -- Smith Moore Leatherwood LLP.

Georgia Pacific LLC, Defendant, represented by Kenneth Kyre, Jr.,
Pinto Coates Kyre & Bowers, PLLC.

                   About Bestwall LLC

Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities.  Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965.  The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.

Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC,
("PlasterCo"), develops, manufactures, sells and distributes gypsum
plaster products, including gypsum floor underlayment, industrial
plaster, metal casting plaster, industrial tooling plaster, dental
plaster, medical plaster, arts and crafts plaster, pottery plaster
and general purpose plaster.

Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No.
17-31795) on Nov. 2, 2017.

The Hon. Laura T. Beyer is the case judge.

The Debtor tapped Jones Day as general bankruptcy counsel;
Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter
Harris, LLP, as special litigation counsel for medicine Science
issues; King & Spalding as special counsel for asbestos matters;
and Bates White, LLC, as asbestos consultants.  Donlin Recano LLC
is the claims and noticing agent.

The Debtor estimated assets and debt of $500 million to $1 billion.
The Debtor has no funded indebtedness.


BESTWALL LLC: D.F. Brown Lawsuit Stayed by District Court
---------------------------------------------------------
District Judge Martin Reidinger entered an order staying the civil
action captioned DON FRANK BROWN, Plaintiff, v. GEORGIA-PACIFIC LLC
f/k/a Georgia Pacific Corporation, Defendant, Civil Case No.
1:16-cv-00384-MR-DLH(W.D.N.C.) as to the Defendant Georgia-Pacific
LLC (now known as Bestwall LLC) only until further Order of the
Court. All other claims pending in this action remain unaffected by
this stay.

The Defendant has filed a notice with the Court indicating that it
filed a voluntary bankruptcy petition under Chapter 11 of the U.S.
Bankruptcy Code on Nov. 2, 2017. It is well-settled that "[w]hen
litigation is pending against the debtor at the time a bankruptcy
case is commenced, the litigation is stayed automatically."

The parties must file a status report with the Court every 90 days
until the bankruptcy proceeding is completed or the automatic stay
is lifted, whichever comes first.

A copy of Judge Reidinger's Order dated Nov. 14, 2017, is available
at https://is.gd/iHLHDu from Leagle.com.

Don Frank Brown, Plaintiff, represented by Sabrina G. Stone --
sstone@dobllp.com --  Dean Omar Branham -- aomar@dobllp.com --
LLP, pro hac vice.

Don Frank Brown, Plaintiff, represented by William M. Graham,
Wallace & Graham.

Georgia Pacific LLC, Defendant, represented by Christopher Owen
Massenburg -- cmassenburg@mgmlaw.com -- Manion Gaynor & Manning,
LLP, pro hac vice, Cori Cudabac Steinmann, Bailey Crowe Kugler &
Arnold LLP, pro hac vice & Kenneth Kyre, Jr., Pinto Coates Kyre &
Bowers, PLLC.

                   About Bestwall LLC

Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities.  Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965.  The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.

Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC,
("PlasterCo"), develops, manufactures, sells and distributes gypsum
plaster products, including gypsum floor underlayment, industrial
plaster, metal casting plaster, industrial tooling plaster, dental
plaster, medical plaster, arts and crafts plaster, pottery plaster
and general purpose plaster.

Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No.
17-31795) on Nov. 2, 2017.

The Hon. Laura T. Beyer is the case judge.

The Debtor tapped Jones Day as general bankruptcy counsel;
Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter
Harris, LLP, as special litigation counsel for medicine Science
issues; King & Spalding as special counsel for asbestos matters;
and Bates White, LLC, as asbestos consultants.  Donlin Recano LLC
is the claims and noticing agent.

The Debtor estimated assets and debt of $500 million to $1 billion.
The Debtor has no funded indebtedness.


BESTWALL LLC: District Court Stays R. Mullinax Lawsuit
------------------------------------------------------
District Judge Martin Reidinger entered an order staying the civil
action captioned ROBERT A. MULLINAX, Individually, as Executor of
the Estate of Jack Junior Waugh, Deceased, Plaintiff, v. ADVANCE
AUTO PARTS, INC., et al., Defendants, Civil Case No.
1:16-cv-00310-MR-DLH (W.D.N.C.) as to the Defendant Georgia-Pacific
LLC (now known as Bestwall LLC) only until further Order of the
Court. All other claims pending in this action remain unaffected by
this stay.

Bestwall has filed a notice with the Court indicating that it filed
a voluntary bankruptcy petition under Chapter 11 of the U.S.
Bankruptcy Code on Nov. 2, 2017. It is well-settled that "[w]hen
litigation is pending against the debtor at the time a bankruptcy
case is commenced, the litigation is stayed automatically."

The parties must file a status report with the Court every 90 days
until the bankruptcy proceeding is completed or the automatic stay
is lifted, whichever comes first.

A copy of Judge Reidinger's Order dated Nov. 14, 2017, is available
at https://is.gd/SR1lvA from Leagle.com.

Robert A. Mullinax, Plaintiff, represented by Sabrina G. Stone --
sstone@dobllp.com -- Dean Omar Branham -- aomar@dobllp.com -- LLP,
pro hac vice.

Robert A. Mullinax, Plaintiff, represented by William M. Graham,
Wallace & Graham.

Advance Auto Parts, Inc., Defendant, represented by Christopher
Barton Major, Haynsworth Sinkler Boyd, P.A., Moffatt G. McDonald --
mmcdonald@hsblawfirm.com -- Haynsworth, Sinkler, Boyd P.A., pro hac
vice, Scott E. Frick -- sfrick@hsblawfirm.com -- Haynsworth,
Sinkler, Boyd P.A., pro hac vice & W. David Conner --
dconner@hsblawfirm.com -- Haynsworth, Sinkler, Boyd P.A., pro hac
vice.

Air & Liquid Systems Corporation, Defendant, represented by Tracy
Edward Tomlin -- tracy.tomlin@nelsonmullins.com -- Nelson, Mullins,
Riley & Scarborough LLP, Travis Andrew Bustamante --
travis.bustamante@nelsonmullins.com -- Nelson Mullins Riley &
Scarborough LLP & William M. Starr -- bill.starr@nelsonmullins.com
-- Nelson, Mullins, Riley & Scarborough, LLP.

Autozone, Inc., Defendant, represented by Timothy Peck --
tim.peck@smithmoorelaw.com -- Smith Moore Leatherwood LLP.

Bechtel Corporation, Defendant, represented by Jennifer M. Techman
-- jmtechman@ewhlaw.com -- Evert Weathersby Houff.

Blackmer Pump Company, Defendant, represented by Tracy Edward
Tomlin, Nelson, Mullins, Riley & Scarborough LLP, Travis Andrew
Bustamante, Nelson Mullins Riley & Scarborough LLP & William M.
Starr, Nelson, Mullins, Riley & Scarborough, LLP.

Borg-Warner Morse TEC, Inc., Defendant, represented by David L.
Levy, Hedrick Gardner Kincheloe & Garofalo LLP.

BW/IP, Inc., Defendant, represented by James M. Dedman, IV --
jdedman@gwblawfirm.com -- Gallivan, White, & Boyd, P.A.

CertainTeed Corporation, Defendant, represented by Christopher
Barton Major, Haynsworth Sinkler Boyd, P.A., Moffatt G. McDonald,
Haynsworth, Sinkler, Boyd P.A., pro hac vice, Scott E. Frick,
Haynsworth, Sinkler, Boyd P.A., pro hac vice & W. David Conner,
Haynsworth, Sinkler, Boyd P.A., pro hac vice.

                   About Bestwall LLC

Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities.  Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965.  The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.

Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC,
("PlasterCo"), develops, manufactures, sells and distributes gypsum
plaster products, including gypsum floor underlayment, industrial
plaster, metal casting plaster, industrial tooling plaster, dental
plaster, medical plaster, arts and crafts plaster, pottery plaster
and general purpose plaster.

Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No.
17-31795) on Nov. 2, 2017.

The Hon. Laura T. Beyer is the case judge.

The Debtor tapped Jones Day as general bankruptcy counsel;
Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter
Harris, LLP, as special litigation counsel for medicine Science
issues; King & Spalding as special counsel for asbestos matters;
and Bates White, LLC, as asbestos consultants.  Donlin Recano LLC
is the claims and noticing agent.

The Debtor estimated assets and debt of $500 million to $1 billion.
The Debtor has no funded indebtedness.


BIRCH RIDGE: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Birch Ridge Limited Partnership
        15 Shaker Road, Suite B
        Gray, ME 04039

About the Debtor: Based in Gray, Maine, Birch Ridge Limited is a
                  privately held company.

Chapter 11 Petition Date: November 27, 2017

Case No.: 17-20633

Court: United States Bankruptcy Court
       Maine (Portland)

Judge: Hon. Peter G Cary

Debtor's Counsel: George J. Marcus, Esq.
                  MARCUS CLEGG
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  Email: bankruptcy@marcusclegg.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kevin J. McCarthy, manager.

A copy of the Debtor's list of three largest unsecured creditors is
available for free at:

    http://bankrupt.com/misc/meb17-20633_creditors.pdf

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

         http://bankrupt.com/misc/meb17-20633.pdf


BISON GLOBAL: Has Court's Interim OK to Use Cash Collateral
-----------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas has entered an interim order authorizing Bison
Global Logistics, Inc., to use cash collateral.

The Debtor requested permission to pay its usual and customary
operating expenses of the same type and approximate amounts set
forth on the budget for the months of November 2017 through
February 2018.

All parties with an interest in cash collateral are granted a
replacement lien in the Debtor's assets to the same extent,
priority and validity as their pre-petition interest in cash
collateral but only to the extent of diminishment of cash
collateral.  The Debtor will maintain insurance upon its assets.

The Court will withhold a ruling on Debtor's request for
retroactive approval of funds expended prior to filing of the
motion until the final hearing.

The primary party with an interest in cash collateral is People's
Bank of Alabama, which holds the first lien upon the Debtor's cash
and accounts receivable.  People's United Equipment Company, Inc.,
holds a junior lien upon these assets.  However, the amount of the
People's Bank debt so exceeds the cash and accounts receivable that
People's United Equipment is unsecured as to these assets.

The Debtor does not own any real property. Its locations are
leased. The Debtor owns a fleet of trucks and trailers which it
values at $5,251,000.  The Debtor has additional equipment, like
forklifts, computers and office equipment.  As of the Petition
Date, the Debtor held $62,225.84 in its bank accounts and was owed
accounts receivable in the amount of $620,170.91.  The Debtor
projected that it would generate positive cash flow starting in
November and will have gradually increasing funds available to pay
adequate protection to lenders.  The Debtor generates cash
collateral from the operation of its business when it receives
cash, generates accounts receivable and sale of assets.  

According to the Debtor, the assets likely to give rise to cash
collateral consist of the cash and accounts receivable on hand on
the day of the petition.  On the other hand, it is the Debtor's
contention that furniture, fixtures, equipment, computers, trucks
and trailers do not give rise to cash collateral.  Until a plan of
reorganization is confirmed in the case, the Debtor must obtain
approval for the use of the cash collateral.  It is critical for
Debtor to have access to its cash and other business property to
continue to operate in the ordinary course of business and to pay
normal operating expenses.

The Debtor assured the Court that it could meet its ongoing
postpetition obligations only if it borrows funds postpetition or
obtains authority for use of cash collateral.  The Debtor said that
in order to continue operations as normal and to preserve the value
of the estate pending confirmation of a plan of reorganization, the
Debtor needs immediate authority to use the cash collateral.

The Debtor proposed to provide adequate protection to all parties
with an interest in cash collateral in this manner:

     a. all creditors with an interest in cash collateral will be
        granted a replacement lien to the same extent, priority
        and validity as its pre-petition lien.  The amount of the
        replacement lien is anticipated to be $62,225.84 because
        that is the amount of cash collateral which existed on the

        Petition Date.  While the Debtor believes that ProBilling
        is the sole party with a lien on this cash collateral, any

        other party claiming an interest in cash collateral could
        assert a claim to the replacement lien.  The replacement
        lien would attach to Debtor's post-petition property as
        well as being secured by a junior lien on Debtor's
        tangible assets;

     b. the Debtor will continue to operate its business in the
        ordinary course of business thus generating additional
        cash collateral; and

     c. the Debtor will maintain insurance upon the property
        giving rise to the cash collateral.

Copies of the Debtor's request and the court order are available
at:

         http://bankrupt.com/misc/txwb17-11154-84.pdf
         http://bankrupt.com/misc/txwb17-11154-108.pdf

               About Bison Global Logistics Inc.

Bison Global Logistics Inc. -- http://www.bisongl.com/-- is a
privately owned transportation and logistics services provider.
Its principal place of business is 1201 Heather Wilde,
Pflugerville, Texas.  It has terminals located in Austin, Dallas
and San Antonio.

Bison Global's transportation offerings include local, regional,
and long haul trucking on Bison-owned equipment.  It serves a wide
array of companies and industries from the small locally owned
business to Fortune 1000 companies.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 17-11154) on Sept. 14, 2017.  Allen
T. Love, chief executive officer, signed the petition.

At the time of the filing, the Debtor disclosed that it had
estimated assets of $1 million to $10 million and liabilities of
$10 million to $50 million.

Stephen W. Sather, Esq., at Barron & Newburger, P.C., serves as the
Debtor's legal counsel.

Judge Tony M. Davis presides over the case.


BON-TON STORES: Commences Trading on OTCQX Best Market
------------------------------------------------------
The Bon-Ton Stores, Inc. announced that the shares of its common
stock began trading on the OTCQX Best Market starting November 9.
Bon-Ton will continue to trade under the symbol "BONT."
Shareholders can access real-time price quotes and financial
disclosures for Bon-Ton on www.otcmarkets.com.

With this announcement, Bon-Ton joins many other established public
companies who use the OTCQX market, a recognized public market that
offers efficient and transparent trading for U.S. and global
companies.

The Company will continue its regular quarterly earnings press
releases and conference calls in conjunction with filing quarterly
and annual reports on Forms 10-Q and 10-K, respectively.  Bon-Ton
will also continue to file current reports on Form 8-K.

                  About The Bon-Ton Stores, Inc.

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 260 stores, which
includes nine furniture galleries and four clearance centers, in 24
states in the Northeast, Midwest and upper Great Plains under the
Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman,
Herberger's and Younkers nameplates.  The stores offer a broad
assortment of national and private brand fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.  The Bon-Ton Stores, Inc. is an active and
positive participant in the communities it serves.  For further
information, please visit http://investors.bonton.com.

Bon-Ton Stores reported a net loss of $63.41 million for the year
ended Jan. 28, 2017, a net loss of $57.05 million for the fiscal
year ended Jan. 30, 2016, and a net loss of $6.97 million for the
year ended Jan. 31, 2015.  As of Oct. 28, 2017, Bon-Ton Stores had
$1.58 billion in total assets, $1.74 billion in total liabilities
and a total shareholders' deficit of $155.96 million.

                          *     *     *

As reported by the TCR on Nov. 27, 2017, S&P Global Ratings lowered
its corporate credit rating on the York, Pa.-based department store
operator The Bon-Ton Stores Inc. to 'CCC' from 'CCC+'.  The outlook
is negative.  "The downgrade reflects our view that Bon-Ton could
pursue a debt restructuring to address its capital structure over
the next 12 months.  We believe Bon-Ton's existing capital
structure is unsustainable given our expectation for persistently
negative free operating cash flow, continued pressure on operating
performance, and diminishing revolver excess availability over
time.  There are no maturities over the next 12 months.

Also in November 2017, Moody's Investors Service downgraded The
Bon-Ton Stores Inc.,'s Corporate Family Rating to Caa3 from Caa1.
The downgrade reflects the high likelihood of a distressed exchange
to reduce its debt obligations and improve the company's long term
liquidity profile.


CAFETAL CORP: Hires Mark S. Roher Law Firm as Counsel
-----------------------------------------------------
Cafetal Corp. seeks approval from the U.S. Bankruptcy Court for the
Southern District of Florida, Fort Lauderdale Division, to employ
Mark S. Roher, Esq., of the The Law Office of Mark S. Roher, P.A.,
to represent the debtor in its Chapter 11 case.

The professional services the attorney will render are:

     (a) give advice to the Debtor with respect to its powers and
duties as Debtor in possession and the continued management of its
business operations;

     (b) advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;

     (c) prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary in the
administration of the case;

     (d) protect the interest of the Debtor in all matters pending
before the court; and

     (e) represent the Debtor in negotiation with its creditors in
the preparation of a plan.

The Debtor has agreed to pay the MSRPA a retainer of $15,000
payable in two installments: $2,500 at the time of execution of the
retainer agreement and another $12,500 within 45 days from the date
of the retainer agreement.

Mr. Roher attests that neither he nor the firm have any connection
with the creditors or other parties in interest or their respective
attorneys. Neither he nor the law firm represent any interest
adverse to the Debtor.

The Firm can be reached through:

     Mark S. Roher, Esq.
     Law Office of Mark S. Roher, P.A.
     101 N.E. 3rd Ave., Suite 1551
     Fort Lauderdale, FL 33301
     Tel: (954) 353-2200
     Email: mroher@markroherlaw.com

                    About Cafetal Corp

Based in Davie, Florida, Cafetal Corp filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 16-23613) on November 9, 2017, listing
under $1 million in both assets and liabilities. Mark S. Roher,
Esq. at the Law Office of Mark S. Roher, P.A. represents the Debtor
as counsel.


CARE FOR YOU: Asks Court to Approve Plan Outline
------------------------------------------------
Care for You Home Medical Equipment, LLC, d/b/a Community Care
Partners, filed with the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania a motion for approval of its disclosure
statement to accompany its plan of reorganization.

The Debtor also asks the Court to fix the last day for the
acceptance or rejection of the Plan and the filing of objections to
said Plan and to fix a date for a hearing on the confirmation of
the proposed Plan.

         About Care For You Home Medical Equipment, LLC

Personal Support Medical Suppliers, Inc., and Care for You Home
Medical Equipment, LLC, doing business as Community Care partners,
are both home medical equipment organizations operating in the
greater Philadelphia Region and New York with offices in
Philadelphia and Seneca, Pennsylvania.

PSMS and CCP filed Chapter 11 petitions (Bankr. E.D. Pa. Case Nos.
17-12833 and 17-12836) on April 24, 2017.  David Halooka,
president, signed the petitions.

The Hon. Ashely M. Chan is the case judge.

Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C., serves
as counsel to the Debtor.

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

To date, no trustee or examiner or creditors' committee has been
appointed in the Debtor's Chapter 11 case.


CARL BADALICH: FNBW Not Estopped from Denying Refinance Agreement
-----------------------------------------------------------------
In the appeals case captioned SHERRY LYNN BADALICH, INDIVIDUALLY
AND AS INDEPENDENT EXECUTRIX OF THE W. SCOTT BURKE, JR. ESTATE, AND
AS TRUSTEE OF THE BADALICH FAMILY TRUST, AND CARL BADALICH,
INDIVIDUALLY AND AS TRUSTEE OF THE BADALICH FAMILY TRUST,
Appellants, v. FIRST NATIONAL BANK OF WINNSBORO, Appellee, No.
12-16-00258-CV (Tex. App.), Judge James T. Worthen of the Court of
Appeals of Texas affirms the trial court's decision granting First
National Bank of Winnsboro's motion for summary judgment.

Sherry Lynn Badalich, individually and as independent executrix of
the W. Scott Burke, Jr. Estate, and as trustee of the Badalich
Family Trust and Carl Badalich, individually and as trustee of the
Badalich Family Trust, appeal the summary judgment in favor of the
bank in the amount of $2,277,826.54, postjudgment interest of five
percent per annum, and judicial foreclosure of real property owned
by the Trust.

In two issues, the Badaliches contend that the trial court erred in
granting summary judgment and that they raised material issues of
fact as to whether the Bank had failed to comply with a bankruptcy
refinance agreement.

In their first issue, the Badaliches contend the trial court erred
in granting summary judgment. Specifically, they contend they
raised fact issues relating to their defensive legal theories of
accord and satisfaction, estoppel, and novation related to the
refinance agreement entered during Carl's bankruptcy proceeding. In
their second issue, they contend that they raised material issues
of fact with regard to their breach of contract claim against the
Bank, also based on the bankruptcy refinance agreement.

The Bank included all of the notes with their accompanying deeds of
trust, along with the extensions and personal guaranties, in its
summary judgment evidence. Further, the summary judgment evidence
includes the payment history of each of the promissory notes. The
Badaliches did not object to this evidence. Furthermore, on appeal,
the Badaliches concede that the Bank is entitled to be repaid on
its loans if we determined that the bankruptcy refinance agreement
is unenforceable. Therefore, the trial court properly granted
summary judgment in favor of the Bank.

The Badaliches also contend that they raised a fact issue on their
estoppel argument. In their response to the Bank's motion for
summary judgment, the Badaliches argue that Carl dismissed his
bankruptcy proceeding only because he believed the Bank would honor
the bankruptcy agreement, and therefore the bank is estopped from
denying the refinance agreement.

The Badaliches sole summary judgment evidence supporting their
estoppel argument is stated in Carl's affidavit. The two sentences
in Carl's affidavit only indicate Carl's subjective belief that the
Bank would perform the agreement when he dismissed his bankruptcy
proceeding. The Badaliches have provided no evidence that the Bank
made any representation that it would honor the bankruptcy
refinance agreement once Carl dismissed his Chapter 11 proceeding.
Without such evidence, the Badaliches have failed to satisfy the
first element of equitable estoppel.

For these reasons, the Badaliches' first and second issues are
overruled.

A full-text copy of Judge Worthen's Opinion dated Nov. 15, 2017, is
available at https://is.gd/MwUsUS from Leagle.com.

Sherry Lynn Badalich, James W. Volberding --
james@jamesvolberding.com -- Gregory D. Smith --
gregory.smith@stites.com. -- for Sherry Lynn Badalich, Appellant.

Julie P. Wright, Steven M. Mason, Michael W. Janecek, for First
National Bank of Winnsboro, Appellee.

James W. Volberding, Carl Badalich, Gregory D. Smith, for Carl
Badalich, Appellant.


CARVER BANCORP: Widens Net Loss to $2.9 Million in Fiscal 2017
--------------------------------------------------------------
Carver Bancorp, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K reporting a net loss of
$2.85 million on $26.12 million of total interest income for the
year ended March 31, 2017, compared to a net loss of $1.76 million
on $26.56 million of total interest income for the year ended March
31, 2016.

According to the Company, the significant change in results of
operations was primarily driven by lower non-interest income and
net interest income and higher non-interest expense, partially
offset by a reduced provision for loan losses in the current year.
Non-interest expense increased as a result of extraordinary legal
and external audit expenses due to the restatement of the Company's
prior year financial statements and the going concern accounting
issue related to the deferral of interest payments on the Company's
trust preferred securities in fiscal year 2016.  Non-interest
expense for both fiscal years also includes writeoffs of historical
reconciling items that were identified as uncollectable and
adjustments necessary to reconcile a loan portfolio serviced by a
third party.

The business climate continues to present significant challenges as
banks continue to absorb heightened regulatory costs and compete
for limited loan demand.  Carver has focused on diversifying its
loan portfolio by reducing its concentration in commercial real
estate loans and focusing its efforts on C&I lending to local small
businesses.  The Bank typically seeks to generate new loan
production and purchase loans at suitable prices such that the
outstanding loan portfolio increases during the fiscal year,
although this was not accomplished in fiscal 2017. Management will
continue its efforts to rationalize expenses and improve earnings.

As of March 31, 2017, Carver Bancorp had $687.86 million in total
assets, $640.46 million in total liabilities and $47.39 million in
total equity.

The Bank maintains liquidity levels to meet operational needs.  In
the normal course of business, the levels of liquid assets during
any given period are dependent on operating, investing and
financing activities.  Cash and due from banks, federal funds sold
and repurchase agreements with maturities of three months or less
are the Bank's most liquid assets.  The Bank maintains a liquidity
policy to maintain sufficient liquidity to ensure its safe and
sound operations.  Management believes Carver Federal's short-term
assets have sufficient liquidity to cover loan demand, potential
fluctuations in deposit accounts and to meet other anticipated cash
requirements, including interest payments on our subordinated debt
securities.

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

                       https://is.gd/TqBvBN

                       About Carver Bancorp

Carver Bancorp, Inc., is the holding company for Carver Federal
Savings Bank, a federally chartered stock savings bank.  Carver --
http://www.carverbank.com/-- was founded in 1948 to serve
African-American communities whose residents, businesses, and
institutions had limited access to mainstream financial services.
In light of its mission to promote economic development and
revitalize underserved communities, Carver has been designated by
the U.S. Department of the Treasury as a community development
financial institution.  Carver is the largest African- and
Caribbean-American managed bank in the United States, with nine
full-service branches in the New York City boroughs of Brooklyn,
Manhattan, and Queens.


CHICAGO FIRE BRICK: Continental Must Pay Policy Limits, Atty Fees
-----------------------------------------------------------------
Bankruptcy Judge Roger L. Efremsky granted the motion for an award
of fees, costs, interest, and penalty to be assessed against
Continental Casualty Company under Illinois Insurance Code 215 ILCS
5/155 for vexatious and unreasonable conduct filed by Barry A.
Chatz, the trustee of the CFB/WFB Liquidating Trust, in the case
captioned BARRY A. CHATZ, AS TRUSTEE FOR THE CFB/WFB LIQUIDATING
TRUST, Plaintiff, v. CONTINENTAL CASUALTY COMPANY, Defendant,
Adversary No. 15-4136 (Bankr. N.D. Cal.).

The Trustee seeks an award of attorneys' fees and costs for
FrankGecker LLP and his local counsel Cooper White & Cooper.

As of July 13, 2017, FrankGecker had billed the Trustee and been
paid for 915.80 hours of services related to this Adversary
Proceeding for a total through June 30, 2017 of $330,984. The
Trustee's local counsel, Cooper White & Cooper, also agreed to bill
the Trustee at a reduced hourly rate for this litigation. As of
July 2017, Cooper White & Cooper had billed the Trustee and been
paid $76,186 for fees and $866.19 for reimbursable expenses. The
Trustee is entitled to include these amounts in his request for
attorney's fees under section 155.

The Court finds that the FrankGecker attorneys and the Cooper White
& Cooper attorney are well qualified and their skill and competence
are well established. The Court also finds that hourly rate charged
by Cooper White & Cooper is reasonable and customary.

Section 155 also provides, in relevant part, that the Court may
award "an amount not to exceed" 60% of the amount which the court
finds the party is entitled to recover against the insurance
company, exclusive of all costs, or $60,000.

The Trustee advances a novel argument that the penalty available
under section 155 is not limited to the $60,000 in section 155(b).
Continental disagrees with the Trustee's position and points out
that the language of section 155 is clear: the Court is limited to
awarding the lowest of the options. The Court is sympathetic to the
Trustee's argument that on the facts of this case a $60,000 penalty
is relatively meaningless but the Court is constrained by the
language of the statute and the case law interpreting section 155
which establishes that the penalty here is limited to $60,000.
Accordingly, the Court will award the Trustee this amount.

The Trustee asks for prejudgment interest under the Illinois
Interest Act.

According to the Trustee, prejudgment interest on the $2.5 million
in Policy limits is $202,371.96 through August 10, 2017, with a
daily rate of $344.17 thereafter until entry of judgment. The
Trustee calculated interest on the face amount of the first four
Proposals of Tendered Claims sent between May 2015 and September
2015 which total the amount of the Continental Policy proceeds,
starting from the Dec. 31, 2015 filing date of the Adversary
Proceeding to August 10, 2017.

Based on the facts of this case, the Court exercises its discretion
to award prejudgment interest of $202,371.96 plus $344.17 per day
after August 10, 2017, until judgment is entered, as requested by
the Trustee.

In conclusion, the Court finds that Continental is liable under
section 155 for its vexatious and unreasonable conduct in this
case. Within 14 days of the date of entry of the Order on this
Memorandum Decision, Continental must pay to the Trustee its Policy
limits plus reasonable attorneys' fees, expenses, and prejudgment
interest as explained above, plus a $60,000 penalty.

The bankruptcy case is in re: CFB LIQUIDATING CORPORATION, f/k/a
CHICAGO FIRE BRICK CO., an Illinois Corporation, et al., Chapter 11
Debtors, Case No. 01-45483 RLE Jointly Administered (Bankr. N.D.
Cal.).

A full-text copy of Judge Efremsky's Memorandum Decision dated Nov.
15, 2017, is available at https://is.gd/zDUMnZ from Leagle.com.

Barry A. Chatz, as Trustee for the CFB/WFB Liquidating Trust,
Plaintiff, represented by Peter C. Califano -- pcalifano@cwclaw.com
-- Cooper, White and Cooper, Joseph D. Frank -- jfrank@fgllp.com --
Law Offices of Frank and Gecker.

Continental Casualty Company, Defendant, represented by Suzanne R.
Fogarty -- SRFogarty@duanemorris.com -- Duane Morris LLP, Jeff D.
Kahane -- JKahane@duanemorris.com -- Duane Morris LLP, Raymond J.
Tittmann -- rtittmann@wargofrench.com -- Wargo & French LLP, Robert
Whitney -- Whitney@youngmoorelaw.com -- Young Moore & Henderson,
P.A.

National Refractories and Minerals Corp., Chicago Fire Brick, Inc.,
Wellsvile Fire Brick Company, National Affiliated Technologies,
Inc. (nka NAT Liquidation Corporation), and National Refractories
and Minerals, Inc. sought chapter 11 protection (Bankr. N.D. Calif.
Case Nos. 01-45482 through 01-45486) on Oct. 10, 2001.  At the time
of the filing, the Debtors estimated their assets and debts at more
than $50 million.


CLEAVER-BROOKS INC: Moody's Affirms B2 CFR; Outlook Remains Neg.
----------------------------------------------------------------
Moody's Investor's Service affirmed the ratings for Cleaver-Brooks,
Inc. including the B2 Corporate Family Rating (CFR) and the B2-PD
Probability of Default rating. Concurrently, Moody's assigned a B2
rating to the company's new senior secured notes due 2023. Ratings
on the existing senior secured notes will be withdrawn upon close
of the transaction. The rating outlook is negative.

Cleaver intends to utilize the proceeds from the new notes to
retire the existing secured notes due 2019, repay all revolver
borrowings, and fund transaction fees and expenses. Cleaver also
plans to concurrently extend the maturity on its $60 million
asset-based revolver to 2022. The refinancing is credit positive
because it will extend the maturity profile, increase unused
revolver capacity, and is expected to reduce cash interest
expense.

RATINGS RATIONALE

The B2 CFR reflects Cleaver's high financial leverage, the
company's small revenue base, and the cyclical nature of the boiler
business. Moody's recognizes Cleaver's well-established position
within its niche firetube and industrial watertube markets as well
as the company's large installed base of aging boilers (more than
66,000 operating boilers) that should provide good opportunities
for replacement sales in the years to come. These considerations
are tempered by Cleaver's weak credit metrics, limited free cash
flow, and high levels of financial leverage (Moody's adjusted
Debt-to-EBITDA of around 6.5x as of September 2017 pro forma for
the proposed refinancing) that limit near-term financial
flexibility. New orders increased meaningfully during the fiscal
year ended March 2017 (+17%) although higher backlog levels
(currently around $160 million as of the end of September) have yet
to translate into an improved earnings profile in part because of
the lead time to build new boilers. Moody's nevertheless affirmed
the B2 CFR because the higher backlog is expected to increase
earnings over the next year. Upon completion of the refinancing,
there will be no meaningful debt maturities until the revolver
expires in 2022 and this provides the company greater flexibility
to execute on its strategic plans and the rising backlog to
increase earnings and free cash flow.

The rating also incorporates the company's reliance on its core
boiler business which is exposed to cyclical end markets, although
the generally stable nature of Cleaver's aftermarket and business
services segments (which combined account for about 33% of sales)
helps somewhat mitigate this risk. Cleaver continues to face
significant asbestos claims, but management believes that
litigation risk is mitigated through insurance and prior owner
indemnification.

The negative outlook reflects the risk that the higher backlog will
not translate into a sustainable increase in earnings and free cash
flow that is sufficient to improve credit metrics to levels
expected for the rating category given the company's operating
profile.

Moody's expects Cleaver to maintain adequate liquidity over the
next 12 months. Cash balances are likely to remain modest at or
below $10 million while free cash flow generation during fiscal
2018 is expected to be negative due to a build in working capital
and expenses related to the refinancing of the senior secured
notes. Moody's anticipates improved, albeit still relatively
modest, cash generation during fiscal 2019 with FCF-to-Debt
expected to be in the low-single digits. External liquidity is
provided by a $60 million undrawn ABL facility expiring in 2022
($52 million available pro forma for the refinancing) that contains
a springing fixed charge coverage ratio of 1x when excess
availability is less than the greater of 10% of the borrowing base
and $5 million. Moody's does not expect borrowings will trigger the
covenant requirement over the next 12 months and believes the FCCR
will remain comfortably above the 1x springing covenant level.

The company's ratings are unlikely to be upgraded in the near term
given Cleaver's weakly positioned credit metrics as well as
Cleaver's relatively small scale, and the overhang from continued
asbestos litigation. The ratings could be upgraded if
Debt-to-EBITDA were sustained below 4.0 times coupled with a
significantly improved liquidity profile such that free cash
flow-to-debt were consistently in the high single-digits.

The ratings could be downgraded if Debt-to-EBITDA was expected to
be sustained above 6.0x or if an unfavorable asbestos litigation
ruling was deemed to impair Cleaver's earnings or cash flow
profile. An inability to convert recently won order backlog into
earnings growth and an improved set of credit metrics could also
cause a ratings downgrade. A weakening liquidity profile with cash
flow generation becoming lower relative to historical levels or
increased reliance on the ABL facility would also pressure the
rating downward.

Issuer: Cleaver-Brooks, Inc.

The following ratings were affirmed:

Corporate Family Rating, at B2

Probability of Default Rating, at B2-PD

$337 million senior secured notes due 2019, at B2 (LGD4); to be
withdrawn upon close of the refinancing

The following ratings were assigned:

$395 million senior secured notes due 2023, assigned B2 (LGD4)

Rating Outlook, Negative

Cleaver-Brooks, Inc., headquartered in Thomasville, GA,
manufactures integrated proprietary boiler room systems including
boilers, burners, controls, components and accessories. The boilers
provide hot water, steam and, in some instances, localized energy
critical to operations in industrial, institutional and commercial
applications in a wide range of markets including energy and
petrochemical, healthcare, food and beverage, and government. The
company is owned by Harbour Group. Revenues for twelve months ended
September 2017 were approximately $400 million.

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


CLEAVER-BROOKS INC: S&P Rates $395MM Senior Secured Notes 'B'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '4'
recovery rating to Cleaver-Brooks Inc.'s proposed $395 million
senior secured notes. The '4' recovery rating indicates S&P's
expectation for average (30%-50%; rounded estimate: 35%) recovery
in the event of a payment default.

All of S&P's other ratings on Cleaver-Brooks remain unchanged.

The company is amending its $60 million asset-based lending (ABL)
facility and issuing $395 million of senior secured notes to
refinance its existing secured notes and repay its outstanding ABL
balance. The amendment will extend the ABL facility's maturity to
2022 and subject it to a 1.0x springing fixed charge covenant if
excess availability falls below the greater of 10% of the borrowing
base or $5 million.

S&P said, "We view the company's proposed refinancing as leverage
neutral. Over the next 12 months, we anticipate that the company's
adjusted debt-to-EBITDA will be between 5.7x and 5.9x, which is
consistent with our current ratings."

RECOVERY ANALYSIS

Key analytical factors

-- S&P's simulated default scenario contemplates a payment default
in 2020 against the backdrop of a sustained cyclical economic
downturn, which materially reduces the demand for the company's
products and services.

-- At this point, Cleaver's liquidity and capital resources would
become strained to the point that it would be unable to continue to
operate without filing for bankruptcy.

-- S&P believes that the company's underlying business would
continue to have considerable value and expect that Cleaver would
re-emerge from bankruptcy, rather than pursue a liquidation
scenario.

-- S&P has valued the company on a going concern basis using a
5.0x multiple of its projected emergence EBITDA of $40.8 million.

S&P's other key assumptions include:

-- The proposed $60 million ABL Facility is 60% drawn at default;
and

-- All debt outstanding at default includes six months of accrued
interest.

Simulated default assumptions

-- Simulated default year: 2020
-- EBITDA multiple: 5x
-- Emergence EBITDA: $40.8 million

Simplified waterfall

-- Net enterprise value: $193.7 million (less 5% admin. expenses)
-- Priority claims (includes ABL borrowings): $36.8 million
-- Value available to senior secured claims: $156.9 million
-- Senior secured debt claims (senior secured notes): $409.8
million
    --Recovery expectations: 30%-50% (rounded estimate: 35%)

RATINGS LIST

  Cleaver-Brooks Inc.
   Corporate Credit Rating         B/Stable/--

  New Rating

  Cleaver-Brooks Inc.
   Senior Secured
    $395 Mil. Notes                B
     Recovery Rating               4(35%)


COASTAL STAFFING: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Coastal Staffing Services, LLC
        3813 Maplewood Dr
        Sulphur, LA 70663

Business Description: Based in Sulphur, Louisiana, Coastal
                      Staffing Services is a staffing company
                      specializing in providing complete employee-
                      related services for a diverse client base.
                      The company offers safety management and
                      training services, including OSHA 10 & 30-
                      hour training, Mock OSHA audits, Safety
                      Staffing Solutions, among others.  Coastal
                      also provides temporary, temporary-to-hire,
                      direct hire, contract, and payroll employees
                      for its clients.  Coastal Staffing Services
                      handles all the recruiting, screening,
                      employment verification, payroll, tax
                      filings, liability insurance, worker's
                      compensation, and unemployment
                      responsibilities.  Visit
                      http://www.teamcss.netfor more information.

Chapter 11 Petition Date: November 27, 2017

Case No.: 17-21088

Court: United States Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Hon. Robert Summerhays

Debtor's Counsel: Brian A. Kilmer, Esq.
                  KILMER CROSBY & WALKER PLLC
                  712 Main Street, Suite 1100
                  Houston, TX 77002
                  Tel: (713) 300-9662
                  Fax: (214) 731-3117
                  Email: bkilmer@kcw-lawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Charles P. Clayton, manager.

A full-text copy of the petition containing, among other items,
a list of the Debtor's 14 largest unsecured creditors is
available for free at http://bankrupt.com/misc/lawb17-21088.pdf


COLLEGE PARK: Wants to Use Cash Collateral of City First Bank
-------------------------------------------------------------
College Park Investments, LLC, asks the U.S. Bankruptcy Court for
the District of Maryland to allow it to use the cash collateral of
City First Bank of DC, N.A., which holds a first priority perfected
lien and security interest on cash collateral securing a claim in
the principal amount of $2,077,277.

The material provisions of the proposed use of City First's cash
collateral are:

     a. Debtor: College Park Investments, LLC;

     b. Secured Creditor: City First Bank of DC, N.A.;

     c. The cash collateral will be used solely for the
        operation and preservation of the Property to the extent
        and in the amounts set forth in the budget;

     d. City First will be provided with adequate protection under

        the interim order: (i) monthly payments to City First in
        the amount of $3,577.53, (ii) a replacement lien on all
        the postpetition assets of the Debtor pursuant to Section
        361 of the U.S. Bankruptcy Code to the extent of
        diminution in the value of City First's interest in
        cash collateral; and (iii) administrative priority expense

        claims pursuant to Section 507(b) of the Bankruptcy Code,
        to the extent there is a diminution in the value of City
        First's interest in cash collateral.  The lien and
        administrative claim provided to City First under the
        interim order will be senior in priority to the statutory
        tax liens of Prince George's County, Maryland and SSC6-MD,

        LLC.  The replacement liens and administrative priority
        claims will not attach to any causes of action of the
        Debtor arising under chapter 5 of the Bankruptcy Code; and

     e. Waiver of applicable nonbankruptcy law relating to
        perfection on property of the Estate.  The interim order
        is deemed to be sufficient and conclusive evidence of the
        priority, perfection, and validity of the postpetition
        lien and security interest granted therein, effective as
        of the Petition Date, without any further act and without
        regard to any other federal, state, or local requirements
        or law requiring notice, filing, registration, recording
        or possession of the subject collateral, or other act to
        validate or perfect security interest or lien.

The Debtor is in the process of pursuing a sale of its property
which it anticipates will yield sufficient proceeds to pay all
secured creditors in full and provide a distribution to unsecured
creditors.  As such, the Debtor requires the use of cash collateral
to operate, preserve, and maintain the Property in the ordinary
course of business through completion of the sale.

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

           http://bankrupt.com/misc/mdb17-22678-41.pdf

              About College Park Investments, LLC

College Park Investments, LLC, and its affiliate Stein Properties,
Inc., are into real estate leasing and rentals business.  College
Park's principal assets are located at 7302 Yale Avenue College
Park, Maryland.  Stein Properties owns a real property at 10840
Little Patuxent Parkway Columbia, Maryland.

College Park and Stein Properties sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Md. Case Nos. 17-22678 and
17-22680) on September 22, 2017.  Bruce S. Jaffe, its manager,
signed the petitions.

At the time of the filing, College Park disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Stein Properties estimated $1 million to $10 million in assets and
$10 million to $50 million in liabilities.


CONNEAUT LAKE PARK: Selling Summit Property to Franklin for $150K
-----------------------------------------------------------------
Trustees of Conneaut Lake Park, Inc. filed with the U.S. Bankruptcy
Court for the Western District of Pennsylvania a notice of its
proposed sale of a noncore parcel described as approximately 1.6
acres at the northeast corner of Crawford County parcel number
5507-001 located in the Township of Summit, Pennsylvania at the
intersection of State Route 618 & Reed Avenue to Franklin Land
Associates, L.L.C. for $150,000, subject to higher and better
offers.

A hearing on the Motion is set for Dec. 19, 2017 at 10:00 a.m.  The
objection deadline is Dec. 12, 2017.

The Court may entertain higher and better offers at the hearing for
the contemplated sale.  Those Bidders wishing to appear and make a
higher or better offer to purchase the Property must tender $10,000
in immediately available cash at the Sale Hearing as nonrefundable
hand money.

                     About Conneaut Lake Park

Trustees of Conneaut Lake Park, Inc. is a Pennsylvania non-profit
corporation organized in 1997 and having the corporate purpose,
among other things, to preserve and maintain Conneaut Lake Park, a
vintage amusement park  located in Conneaut Lake, Pennsylvania,
for
historical, cultural, social and recreational, and civic purposes
for the benefit of the community and the general public.  It
presently holds in trust for the use of the general public
approximately 207 acres of land and the improvements thereon
located in Crawford County, Pennsylvania.

Trustees of Conneaut Lake Park, Inc., filed a Chapter 11
bankruptcy
petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie,
Pennsylvania,
on Dec. 4, 2014.  The case is assigned to Judge Thomas P. Agresti.

The Debtor estimated assets and debt of $1 million to $10 million.

Trustees of Conneaut Lake Park filed for bankruptcy protection
less
than 20 hours before the Crawford County amusement park was
scheduled to go to sheriff's sale for almost $930,000 in back
taxes
and related fees.

The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm,
in Pittsburgh, as counsel.


DEVON ENERGY: Egan-Jones Hikes Sr. Unsecured Ratings to BB+
-----------------------------------------------------------
Egan-Jones Ratings Company, on Sept. 13, 2017, raised the foreign
currency and local currency senior unsecured ratings on debt issued
by Devon Energy Corp. to BB+ from BB.

Devon Energy Corporation is an independent natural gas, natural gas
liquids, and petroleum producer focused on onshore exploration and
production in North America.


DIVERSIFIED POWER: Wants to Use Cash Collateral of Frost Bank
-------------------------------------------------------------
Diversified Power Systems, Inc., seeks permission from the U.S.
Bankruptcy Court for the Northern District of Texas to use cash
collateral.

Frost Bank, a SBA lender of Diversified Power Systems, Inc., is a
secured creditor in the case, and asserts a security interest in
all of Debtor's inventory, equipment and accounts receivables to
secure the indebtedness owed to Frost Bank.
The Debtor proposed to provide adequate protection to Frost Bank by
granting a security interest in its entire inventory and accounts
receivable generated by Debtor during the pendency of its Chapter
11 Bankruptcy case.  Furthermore, the Debtor will pay to Frost Bank
a monthly payment toward its secured claim.

Frost Bank has not consented to the Debtor's use of the cash
collateral.  However, it is believed that Frost Bank will approve
the use of cash collateral provided that its interest is adequately
protected. No legal or professional fees will be paid without
express permission of the Court.

The Debtor tells the Court that it has insufficient cash with which
to operate, and pay the adequate protection and retainer that are
proposed for disbursement, even on a short-term basis, absent an
interim court order authorizing the use of cash collateral.

The Debtor will generate cash collateral within the meaning of 11
U.S.C. Section 363(a), from its account receivables received from
the different purchasers.  The Debtor has no sources of cash with
which to operate its business except through its account
receivables.  The Debtor has no alternative borrowing source and to
remain in business must be permitted to sell its inventory for cash
and on credit and to use the case proceeds of inventory and
accounts receivables to pay it employees and to pay regular
payments to Frost Bank toward its secured debt.

A copy of the request is available at:

          http://bankrupt.com/misc/txnb17-44538-12.pdf

              About Diversified Power Systems, Inc

Diversified Power Systems, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Tex. Case No. 17-44538) on Nov. 6, 2017,
disclosing under $1 million in both assets and liabilities.  The
Debtor is represented by Craig D. Davis, Esq., at Davis Ermis &
Roberts, P.C.


DOCTOR'S BEST: Wants to Use Wilmington Savings' Cash Collateral
---------------------------------------------------------------
Doctor's Best Immediate Medical Care, Inc., asks the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
approve its cash collateral stipulation with Wilmington Savings
Fund Society.

Prior to the filing for bankruptcy, the Debtor entered into a
certain business loan agreement with Wilmington Savings Fund
Society. As of the Petition Date, the outstanding obligation under
the loan was approximately $1.5 million. The Debtor's obligation
under the loan is secured by liens on and security interests in the
Debtor's inventory and other cash collateral with the approximate
value of $120,000. The loan is further guaranteed by Geoffrey
Winkley and Robin Stuntebeck and as further adequate protection,
the Lender has a lien on and security interest in personal assets
of the Guarantors.

The Debtor needs expedited consideration because the inability to
use cash collateral until the Court would normally hear a motion
hampers the Debtor's ability to function as debtor-in-possession
for cash flow and business operations, like payroll.

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

          http://bankrupt.com/misc/paeb17-17508-18.pdf

           About Doctor's Best Immediate Medical Care

Doctor's Best Immediate Medical Care, Inc. --
http://www.doctorsbestimmediatecare.com-- is a walk-in health
urgent care clinic serving the greater West Chester, Pennsylvania
area and the Main Line (Villanova, Radnor, Wayne, Devon, Newtown
Square, Berwyn, Paoli, Malvern and Great Valley).  It treats
everyday illnesses and injuries that need immediate attention such
as colds, rashes, stomach aches or ear infections.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case No. 17-17508) on Nov. 5, 2017.  Geoff
Winkley, 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 $1
million to $10 million.

Judge Eric L. Frank presides over the case.


ESPLANADE HL: May Use Cash Collateral Through Dec. 24
-----------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois entered a 13th interim order
authorizing Esplanade HL, LLC, and its debtor-affiliates to use
cash collateral through and including Dec. 24, 2017.

Any payment of interest represents an interim agreement between the
parties and is not an acknowledgement by (i) FMB that it is
adequately protected nor a waiver of any basis to seek adequate
protection and (ii) the respective Debtor that FMB is entitled to
adequate protection or payment of postpetition interest.  Each of
the Debtors and FMB reserve all of their respective rights with
respect to the payment of such interest.

Big Rock Ranch, LLC, has agreed to make monthly payments of $1,828
to FMB, which payments will be due within seven days of the first
of each month.

To the extent provided by Section 552 of the U.S. Bankruptcy Code,
all proceeds of the prepetition collateral that would be subject to
FMB's security interests or liens shall also be subject to the
adequate protection liens.

In addition to all existing security interests and liens granted to
and held by FMB in and to the prepetition collateral, as further
adequate protection for the Debtors' use of the cash collateral on
the terms and conditions of the 13th interim order, but only to
secure an amount equal to the collateral diminution, the Debtors
grant to FMB valid, binding, and properly perfected postpetition
security interests and replacement liens on the prepetition
collateral.  

Until further Court order, tenants of each of the Debtors'
respective properties will pay rent to Esplanade.

A copy of the court order is available at:

          http://bankrupt.com/misc/ilnb16-33008-266.pdf

The hearing to consider entry of a 14th interim cash collateral
order is set for 10:30 a.m. on Dec. 20, 2017.

                       About Esplanade HL

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

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

Judge Carol A. Doyle is the case judge.

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


EVIO INC: Taps Macdonald Tuskey for Possible Canadian Markets Entry
-------------------------------------------------------------------
EVIO, Inc., engaged the law firm Macdonald Tuskey to assist the
company with its entry into the Canadian capital markets and
potential listing opportunities, related requirements and
compliance in Canada, as disclosed in a Form 8-K report filed with
the Securities and Exchange Commission.

                        About EVIO, Inc.

Based in Bend, Oregon, EVIO, Inc., formerly known as Signal Bay,
Inc. -- http://www.eviolabs.com/-- is a life science company that
provides accredited analytical testing services and scientific
research to the regulated cannabis industry.  The Company's EVIO
Labs division provides state-mandated ancillary services that don't
directly support the supply chain, but are in place to ensure the
safety and quality of the nation's cannabis supply.  

At a special meeting of stockholders held on Aug. 30, 2017, the
stockholders of Signal Bay approved, among other things, an
amendment to the Company's Restated and Amended Articles of
Incorporation to change the name of the Company to "EVIO, Inc."
The name change took effect at 12:01 am Sept. 6, 2017.

Signal Bay reported a net loss of $2.55 million for the year ended
Sept. 30, 2016, following a net loss of $1.45 million for the year
ended Sept. 30, 2015.  As of June 30, 2017, Signal Bay had $3.97
million in total assets, $3.13 million in total liabilities and
$838,396 in total equity.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2016, stating that the Company has negative working
capital, recurring losses from operations and likely needs
financing in order to meet its financial obligations.  These
conditions raise significant doubt about the Company's ability to
continue as a going concern.


FORESIGHT ENERGY: Reports Third Quarter Net Loss of $13.6M
----------------------------------------------------------
Foresight Energy LP filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $13.58 million on $232.44 million of total revenues for the
three months ended Sept. 30, 2017, compared to a net loss of $24.33
million on $230.82 million of total revenues for the three months
ended Sept. 30, 2016.

For the period from April 1, 2017, through Sept. 30, 2017,
Foresight Energy reported a net loss of $29.85 million on $439.53
million of total revenues.

As of Sept. 30, 2017, Foresight Energy had $2.70 billion in total
assets, $1.96 billion in total liabilities and $745.95 million in
total partners' capital.

Foresight generated quarterly coal sales revenues of $229.7 million
on sales volumes of 5.2 million tons resulting in Adjusted EBITDA
of $66.8 million, cash flows from operations of $60.0 million and a
net loss attributable to limited partner units of $13.6 million, or
$(0.07) per common unit and $(0.13) per subordinated unit.  Results
for the third quarter 2017 included the benefit of $15.6 million of
contract amortization partially offset by approximately $10.1
million of incremental depreciation, depletion and amortization.
The contract amortization and incremental DD&A is a function of
pushdown accounting adopted in conjunction with the previously
disclosed March 2017 refinancing transaction.  

"Driven primarily by the improvement in the export market,
Foresight had another exceptional quarter generating $60 million of
cash from operations driven by sales volumes of 5.2 million tons.
Operationally, we safely and efficiently produced approximately 5.3
million tons during the quarter, an increase of 11% compared to the
same period last year," stated Mr. Robert D. Moore, Chairman,
president, and chief executive officer.  

Foresight also announced that due to the Partnership's strong
operating performance during the third quarter the Board of
Directors of its General Partner approved a quarterly cash
distribution of $0.0605 per unit.  The distribution is payable on
Nov. 30, 2017 for unitholders of record on Nov. 20, 2017.

Cost of coal produced was $122.8 million, or $23.43 per ton sold,
for the third quarter 2017 compared to $110.3 million, or $20.90
per ton sold, for the same period of 2016.  The increase during the
current year quarter was driven largely by a $4.3 million non-cash
adjustment to the fair value of inventory due to the application of
pushdown accounting.  Additionally, the 2016 quarter included the
recognition of $10.5 million of insurance recoveries related to
direct mitigation costs in 2015 and 2016 from the Hillsboro
combustion event.     

Transportation costs increased $6.1 million compared to the prior
year period due to a higher mix of export shipments in the 2017
period.  

Other expenses for the third quarter 2017 improved significantly
compared to the third quarter 2016 as the prior year quarter
included expenses related to the debt restructuring transaction
completed in August 2016.  Compared to the prior year period,
interest expense improved by $2.0 million due to the refinancing
transaction completed in March 2017.  Additionally, the 2016
quarter included charges of $17.8 million directly related to the
August 2016 debt restructuring transaction.      

Foresight generated operating cash flows of $60.0 million during
third quarter 2017 and ended the quarter with $24.9 million in cash
and $158.5 million of available borrowing capacity, net of
outstanding letters of credit, under its revolving credit facility.
During the third quarter 2017, capital expenditures totaled $15.2
million, a slight increase of $0.5 million compared to the quarter
ended Sept. 30, 2016.  

Foresight adopted pushdown reporting as of March 31, 2017 as a
result of Murray Energy obtaining control of its general partner.
As required by pushdown reporting, the Partnership revalued its
balance sheet on the change of control date and therefore certain
financial statement line items are not comparable to prior periods.
As such, operational results for the quarter ended
Sept. 30, 2017 were recorded on the successor financial statements.
However, pushdown reporting did not materially affect coal sales,
which is generally comparable to prior periods.  Cost of coal
produced was impacted by an inventory adjustment of $4.3 million in
the current quarter and $8.9 million on a year to date basis.  

                       Guidance for 2017   

Based on Foresight's contracted position, recent performance, and
its current outlook on pricing and the coal markets in general, the
Partnership is reaffirming, updating and providing the following
guidance for 2017:

Sales Volumes - Based on year-to-date sales volumes, current
committed position and expectations for the remainder of 2017,
Foresight is narrowing its projected sales volumes to be between
21.3 and 21.7 million tons, with over 5.0 million tons expected to
be sold into the international market.  

Adjusted EBITDA - Based on the projected sales volumes and
operating cost structure, Foresight currently expects to generate
Adjusted EBITDA in a range of $290 to $300 million.

Capital Expenditures - Total 2017 capital expenditures are
estimated to be between $72 and $77 million.  

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

                      https://is.gd/voxNXS

                    About Foresight Energy LP

Foresight is a producer and marketer of thermal coal controlling
over 2 billion tons of coal reserves in the Illinois Basin.
Foresight currently operates two longwall mining complexes with
three longwall mining systems (Williamson (one longwall mining
system) and Sugar Camp (two longwall mining systems)), one
continuous mining operation (Macoupin) and the Sitran river
terminal on the Ohio River.  Foresight's operations are
strategically located near multiple rail and river transportation
access points, providing transportation cost certainty and
flexibility to direct shipments to the domestic and international
markets.

Foresight reported a net loss of $178.6 million in 2016 following a
net loss of $38.68 million in 2015.


FRED'S INC: Egan-Jones Cuts LC Sr. Unsecured Rating to CCC+
-----------------------------------------------------------
Egan-Jones Ratings Company, on Sept. 14, 2017, lowered the local
currency senior unsecured debt rating on Fred's Inc. to CCC+ from
B-.  EJR also lowered the local currency commercial paper rating on
the Company to C from B.

Fred's, Inc. operates discount general merchandise stores in the
southeastern United States. The Company also markets goods and
services through Fred's Super Dollar Stores and Pharmacies and
Fred's Xpress Pharmacies.


GMAC MORTGAGE: Missouri Ct. Reopens Suit Filed by D. Poole, et al.
------------------------------------------------------------------
Magistrate Judge Nannette A. Baker granted the Defendant's motion
to reopen the case captioned DWAYNE F. POOLE, et al., Plaintiffs,
v. GMAC MORTGAGE, LLC, Defendant, Case No. 4:11-CV-1849 NAB (E.D.
Mo.) and for leave to file a motion to dismiss.

In its motion, Defendant seeks to reopen the case for the "limited
purpose of dismissal or other final adjudication." Defendant states
that Plaintiffs have expressed a wish to rent or repurchase the
property at issue in this action, and the "appearance of this case
on title to the property prevents further transfer or sale of the
property." In its memorandum in support of the motion, GMAC states
that "the Court may reopen the action . . . because the bankruptcy
case's confirmation order has now been entered and the Chapter 11
plan has been effective since December 2013." Defendant argues that
"[b]y operation of bankruptcy law, the automatic stay is
terminated, and the existence of GMAC's bankruptcy case does not
impede this Court's authority to rule" on its motion. In support of
this contention, Defendant states that Section 362(d)1 of the
Bankruptcy Code ("Code") provides that the automatic stay
"continues until [a debtor's] property is no longer part of the
estate."

At issue here is whether the Section 362 stay remains in effect
after the bankruptcy court confirms a Chapter 11 plan of
reorganization. The Court concludes that it does not. Furthermore,
the fact that the bankruptcy proceeding is still pending does not
impede this Court's authority to reopen the case.

Based on the foregoing, the Court finds that the Section 362 stay
automatically terminated in this case on Dec. 17, 2013, upon
confirmation of the Plan by the Bankruptcy Court, and this Court is
free to reopen the case.

A full-text copy of Judge Baker's Memorandum and Order dated Nov.
14, 2017, is available at https://is.gd/dIRkwC from Leagle.com.

Dwayne F. Poole, Plaintiff, Pro Se.

Trina M. Poole, Plaintiff, Pro Se.

GMAC Mortgage, LLC, Defendant, represented by Hilary H. Sommer --
hilary.sommer@bryancave.com -- BRYAN CAVE LLP & Jennifer M. West,
SOUTH AND ASSOCIATES, P.C.

               About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.  Neither Ally
Financial nor Ally Bank is included in the bankruptcy filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the
conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of its
mortgage servicing and origination platform assets to Ocwen Loan
Servicing, LLC and Walter Investment Management Corporation for $3
billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


GSE ENVIRONMENTAL: C. Sorrentino Remains an Equity Holder, Ct. Says
-------------------------------------------------------------------
The case captioned CHARLES A. SORRENTINO, Appellant, v. GSE
ENVIRONMENTAL, INC., et al., Appellees, Civ. No. 16-616 (LPS) (D.
Del.) is Sorrentino's appeal from the Bankruptcy Court's decision,
GSE Envtl., Inc. v. Sorrentino, which granted appellees' Motion for
Judgment on the Pleadings with respect to appellees' First Amended
Complaint, which had sought declaratory relief in the form of,
inter alia, a determination that the claim filed by appellant
constitutes an equity security.

District Judge Leonard P. Stark affirms the order of the Bankruptcy
Court.

The District Court held that the Bankruptcy Court's decision to
grant Debtors' first request for declaratory relief was based on
the plain language of the statute and the plain language of the
Amended Employment Agreement. It is further consistent with the
"totality of the circumstances" -- which establish that appellant
agreed to receive a portion of his salary in the form of stock, and
not as cash -- and is supported by cases holding that, where an
employee or former employee asserts a right to issuance of stock in
exchange for services, the employee asserts an "equity security"
interest, not a claim.

Appellant has the right to issuance of GSE Holding stock in
exchange for the services he provided. Under the plain language of
section 101(16)(A) and (C), appellant has a "right" to receive
"share[s], securit[ies], or interest[s]", which constitute equity
interests. Appellant negotiated to receive a portion of his
compensation in the form of GSE Holding stock, and therefore
negotiated to become an equity holder, even if his intention may
have been to convert his shares to cash immediately upon receipt,
as asserted in his briefs.

That appellant bargained to receive a portion of his compensation
in equity of a certain value, as opposed to equity in a specific
number of shares, may have been an uncommon bargain between an
employer and employee, but it does not transform appellant from an
equity holder to a creditor. Section 101(16) includes no such
distinction, and appellant cites no case holding that the right to
issuance of company stock in a fixed dollar amount, as opposed to a
specific number of shares, must be elevated to a right to payment.

Further, as Debtors correctly observe, the illogic of appellant's
position is demonstrated by considering what would have happened if
the stock was issued to appellant just prior to the Petition Date:
"As an equity interest holder, Appellant would have received
nothing under the Plan. Appellant, however, seeks to elevate his
status to that of a creditor because the Parent Equity Interests
were never issued. It makes little sense for Appellant's position
to improve simply because the Debtor did not issue the Parent
Equity Interests for which Appellant bargained."

Thus, the District Court finds no error in the Bankruptcy Court's
conclusion.

The bankruptcy case is in re: GSE ENVIRONMENTAL, INC., et al.,
Chapter 11, Debtors, Case No. 14-11126 (MFW) (Bankr. D. Del.).

A full-text copy of Judge Stark's Memorandum dated Nov. 15, 2017,
is available at https://is.gd/MlRAGM from Leagle.com.

Charles A. Sorrentino, Appellant, represented by Carl N. Kunz, III
-- ckunz@morrisjames.com -- Morris James LLP.

GSE Environmental, Inc., Appellee, represented by Kurt F. Gwynne --
kgwynne@reedsmith.com -- Reed Smith LLP.

GSE Holding, Inc., Appellee, represented by Kurt F. Gwynne, Reed
Smith LLP.

               About GSE Environmental

Based in Houston, Texas, GSE Environmental --
http://www.gseworld.com-- is a global manufacturer and marketer of
geosynthetic lining solutions, products and services used in the
containment and management of solids, liquids and gases for
organizations engaged in waste management, mining, water,
wastewater and aquaculture.  GSE maintains sales offices throughout
the world and manufacturing facilities in the US, Chile, Germany,
Thailand, China and Egypt.

GSE Environmental, Inc. and its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11126) on
May 4, 2014 as part of a restructuring support agreement with their
lenders.  The Debtors are seeking joint administration of their
Chapter 11 cases.

GSE announced an agreement with its lenders to restructure its
balance sheet by converting all of its outstanding first lien debt
to equity, leaving the Company well-positioned for long-term growth
and profitability.

The Company has tapped Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP as counsel, Alvarez & Marsal North America, LLC,
as restructuring advisor, and Moelis & Company, as financial
advisor.  The first lien lenders are represented by Wachtell,
Lipton, Rosen & Katz.  Prime Clerk is the Debtors' claims agent.

Cantor Fitzgerald Securities as agent for a consortium of DIP
lenders is represented by Nathan Z. Plotkin, Esq., at Shipman &
Goodwin LLP, in Hartford, Connecticut.  The DIP Lenders are
represented by Scott K. Charles, Esq., Emily D. Johnson, Esq., and
and Neil K. Chatani, Esq., at Wachtell, Lipton, Rosen & Katz, in
New York.  The local Delaware counsel to the DIP Lenders and the
DIP Agent is Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware.

GSE Environmental's non-U.S. subsidiaries are not included in the
U.S. Chapter 11 filings and will continue to operate in the
ordinary course without interruption.

                           *     *     *

GSE Environmental on July 28 disclosed that it has received
confirmation of its Plan of Reorganization from the Bankruptcy
Court for the District of Delaware.  The Plan received full support
from all of the Company's major stakeholders.


HOG WILD: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Hog Wild Trucking, Inc.
        4309 Clubhouse Dr.
        Jonesboro, AR 72401

Business Description: Based in Jonesboro, Arkansas, Hog Wild
                      Trucking, is a flatbed and dry van carrier
                      established in 2009.  It is a female-owned
                      and operated company specializing in
                      delivering freight safely, legally, and on
                      time across the United States.  Visit
                      http://www.drivehogwild.comfor more
                      information.

Chapter 11 Petition Date: November 11, 2017

Case No.: 17-16355

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Jonesboro)

Debtor's Counsel: Michael E Crawley, Jr., Esq.
                  CRAWLEY LAW FIRM, P.A.
                  2702 South Culberhouse, Suite N
                  Jonesboro, AR 72401
                  Tel: (870) 972-1150
                  Fax: (870) 972-1787
                  Email: mikec@crawleylawfirm.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Long, chief operating officer.

A full-text copy of the petition containing, among other items,
a list of the Debtor's 19 largest unsecured creditors is
available for free at http://bankrupt.com/misc/areb17-16355.pdf


HOOPER HOLMES: Widens Net Loss to $5.4 Million in Third Quarter
---------------------------------------------------------------
Hooper Holmes, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $5.41 million on $14.01 million of revenues for the three months
ended Sept. 30, 2017, compared to a net loss of $2.05 million on
$9.75 million of revenues for the three months ended Sept. 30,
2016.

"Third quarter revenue represents a 44 percent improvement compared
to the third quarter of 2016, reflecting the benefits of our merger
with Provant Health Solutions.  Year-to-date we have implemented
over $7 million in annualized synergy savings from the merger.
During the third quarter our year-to-date, annualized new sales
increased to $14 million on a run-rate basis, reflecting continued
demand for our services," commented Henry Dubois, chief executive
officer of Hooper Holmes.

"We are experiencing an exceptionally strong busy season and expect
positive adjusted EBITDA of approximately $4 million in the fourth
quarter as we recognize merger synergy cost savings. Although our
third quarter revenue increased on a year-over-year basis, the
recent hurricanes, wildfires and other factors negatively affected
our results.  Given this shortfall, we are prudently adjusting our
revenue guidance to a range of $51 to $54 million for the last nine
months of 2017, reflecting our expectation of between $26 and $29
million in fourth quarter revenue.  We project break-even adjusted
EBITDA for the last nine months of 2017, and we continue to project
over $5 million in adjusted EBITDA for the full year 2018,"
continued Mr. Dubois.

Adjusted EBITDA for the third quarter 2017 was a loss of $1.5
million, a sequential improvement of 32 percent compared to a loss
of $2.2 million in the second quarter of 2017.

For the nine months ended Sept. 30, 2017, the Company reported a
net loss of $13.81 million on $30.50 million of revenues compared
to a net loss of $7.94 million on $24.63 million of revenues for
the nine months ended Sept. 30, 2016.

As of Sept. 30, 2017, Hooper Holmes had $37.20 million in total
assets, $42.11 million in total liabilities and a total
stockholders' deficit of $4.91 million.

The Company said it expects to continue to monitor its liquidity
carefully, work to reduce this uncertainty, and address its cash
needs through a combination of one or more of the following
actions:
   
   * On May 11, 2017, the Company closed the Merger with Provant
     pursuant to the Merger Agreement.  The Company expects the
     Merger to increase the scale of the Company, improving gross
     margins due to combined revenues and combined operations
     which will produce operational synergies by reducing fixed
     costs.  While the Company expects its financial condition to
     improve after the Merger, Provant has a history of operating
     losses as well, and the Company has incurred significant
     costs and additional debt for the transaction and will
     continue to incur transition costs to integrate the two
     companies.

   * The Company will continue to evaluate possible equity
     investments.  During the nine month period ended Sept. 30,
     2017, the Company was able to raise $3.4 million of
     additional equity through the issuance of common stock and
     warrants, net of issuance costs.

   * On Aug. 31, 2017, the Company entered into a purchase
     agreement and a registration rights agreement with Lincoln
     Park Capital Fund, LLC, pursuant to which the Company has the
     right to sell to LPC up to $10.0 million in shares of the
     Company's common stock, $0.04 par value.  Subject to certain
     limitations and stock price requirements, including the
     Company's obligation to file a registration statement on Form
     S-1 to register the resale of such shares, the Company will
     have the right to require LPC to purchase shares to provide
     equity financing for the Company's operations over the 36-
     month period commencing on the date that the registration
     statement is declared effective by the SEC.

   * The Company reached settlement agreements for the remaining
     lease obligations owed under three operating leases for
     spaces the Company no longer utilizes.  The terms of the
     three lease settlements reduced the Company's obligation by
     approximately $0.7 million compared to the original stated
     lease terms.

  * The Company has been able to obtain more favorable payment
    terms with some of its vendors and will continue to pursue
    revised terms, based on the new consolidated company model
    after the Merger.  The Company and Provant had several of the
    same vendors and have been able to work with them on a
    combined basis to come up with more favorable terms for the
    Company going forward which will improve liquidity.

  * The Company will continue to aggressively seek new and return
    business from its existing customers and expand its presence
    in the health and wellness marketplace.

  * The Company will continue to analyze and implement further
    cost reduction initiatives and efficiency improvements.

According to Hooper Holmes, "In light of the Company's recent
history of liquidity challenges, the Company has evaluated its
plans described above to determine the likelihood that they will be
effectively implemented and, if so, the likelihood that they will
alleviate or mitigate the conditions and events that raise
substantial doubt about the Company's ability to continue as a
going concern.  Successful implementation of these plans involves
both the Company's efforts and factors that are outside its
control, such as its ability to attract and retain new and existing
customers and to negotiate suitable terms with vendors and
financing sources.  As a result, the Company can give no assurance
that its plans will be effectively implemented in such a way that
they will sufficiently alleviate or mitigate the conditions and
events noted above, which results in substantial doubt about the
Company's ability to continue as a going concern within one year
after the date that the financial statements are issued."

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

                      https://is.gd/uuqfs8

                       About Hooper Holmes

Founded in 1899, Hooper Holmes, Inc. --
http://www.hooperholmes.com/-- is a publicly-traded New York
corporation that provides health risk assessment services.  With
the acquisition of Accountable Health Solutions, Inc. in 2015, the
Company has expanded to also provide corporate wellness and health
improvement services.  This uniquely positions the Company to
transform and capitalize on the large and growing health and
wellness market as one of the only publicly-traded, end-to-end
health and wellness companies.

Mayer Hoffman McCann P.C., in Kansas City, Missouri, the Company's
independent accounting firm, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has suffered recurring losses
from operations, negative cash flows from operations and other
related liquidity concerns, which raises substantial doubt about
the Company's ability to continue as a going concern.

Hooper Holmes reported a net loss of $10.32 million on $34.27
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $10.87 million on $32.11 million of revenues for the
year ended Dec. 31, 2015.


HORNBECK OFFSHORE: Egan-Jones Cuts FC Sr. Unsec. Debt Rating to CC
------------------------------------------------------------------
Egan-Jones Ratings Company, on Nov. 7, 2017, lowered the foreign
currency senior unsecured rating on debt issued by Hornbeck
Offshore Services Inc. to CC from CCC-.

Previously, on Oct. 9, 2017, EJR lowered the local currency senior
unsecured debt rating on the Company to CC from CCC-, and lowered
the foreign currency senior unsecured debt rating on the Company to
CCC- from CCC.

On Sept. 19, 2017, EJR lowered the local currency senior unsecured
debt rating on the Company to CCC- from CCC.

Hornbeck Offshore Services Inc. provides marine transportation,
subsea installation and accommodation support services to
exploration and production, oilfield service, offshore construction
and the United States military customers.


HUNTWICKE CAPITAL: Terminates Registration of Common Stock
----------------------------------------------------------
Huntwicke Capital Group Inc. filed a Form 15 with the Securities
and Exchange Commission notifying the termination of registration
of its common stock, par value $0.0001 per share, under Section
12(g) of the Securities Exchange Act of  1934.

                     About Huntwicke Capital

Huntwicke Capital Group Inc., formerly known as Magnolia Lane
Income Fund, was incorporated in the state of Delaware on May 12,
2009.  The Company was formed to commence business as a stock agent
in the wool trade.  On May 13, 2013, Magnolia Lane Income Fund
entered into a stock purchase agreement with Ian Raleigh and
Michael Raleigh and Magnolia Lane Financial, Inc., whereby Magnolia
Lane Financial purchased from the Sellers, 10,000,000 shares of
common stock, par value $0.0001 per share, of Magnolia Lane Income
Fund, representing approximately 69.57% of the issued and
outstanding shares of the Company.  As a result, Magnolia Lane
Financial became the majority shareholder of Magnolia Lane Income
Fund.

Magnolia Lane reported a net loss of $197,969 for the year ended
April 30, 2016, compared to a net loss of $187,294 for the year
ended April 31, 2015.  As of Jan. 31, 2017, Huntwicke had $5.93
million in total assets, $2.67 million in total liabilities and
$3.25 million in total stockholders' equity.

Liggett & Webb, P.A., in Boynton Beach, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended April 30, 2016, citing that the Company has used
cash in operations of $22,835 and an accumulated deficit of
$707,094 at April 30, 2016.  These matters raise substantial doubt
about the Company's ability to continue as a going concern.


IHEARTCOMMUNICATIONS INC: Extends Notes Private Offers to Nov. 24
-----------------------------------------------------------------
iHeartCommunications, Inc., has extended the private offers to
holders of certain series of iHeartCommunications' outstanding debt
securities to exchange the Existing Notes for new securities of
iHeartMedia, Inc., CC Outdoor Holdings, Inc. and
iHeartCommunications, and the related solicitation of consents from
holders of Existing Notes to certain amendments to the indentures
and security documents governing the Existing Notes.

The Exchange Offers and Consent Solicitations were previously
scheduled to expire on Nov. 10, 2017, at 5:00 p.m., New York City
time, and will now expire on Nov. 24, 2017, at 5:00 p.m., New York
City time.  The deadline to withdraw tendered Existing Notes in the
Exchange Offers and revoke consents in the Consent Solicitations
has also been extended to 5:00 p.m., New York City time, on Nov.
24, 2017.   iHeartCommunications is extending the Exchange Offers
and Consent Solicitations to continue discussions with holders of
Existing Notes regarding the terms of the Exchange Offers and to
continue discussions with lenders under its Term Loan D and Term
Loan E facilities in connection with the concurrent private offers
made to such lenders, which iHeartCommunications announced today
will now expire at 5:00 p.m., New York City time, on Nov. 24,
2017.

As of 5:00 p.m., New York City time, on Nov. 8, 2017, an aggregate
amount of approximately $30.2 million of Existing Notes,
representing approximately 0.4% of outstanding Existing Notes, had
been tendered into the Exchange Offers.

The terms of the Exchange Offers and Consent Solicitations have not
been amended and remain the same as set forth in the Amended and
Restated Offering Circular and Consent Solicitation Statement,
dated April 14, 2017, as supplemented by Supplement No. 1.

The Exchange Offers and Consent Solicitations, which are only
available to holders of Existing Notes, are being made pursuant to
the Offering Circular, and are exempt from registration under the
Securities Act of 1933.  The New Securities, including the new debt
of iHeartCommunications and related guarantees, will be offered
only in reliance on exemptions from registration under the
Securities Act. The New Securities have not been registered under
the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the Securities
Act and applicable state securities or blue sky laws and foreign
securities laws.

Documents relating to the Exchange Offers and Consent Solicitations
will only be distributed to holders of the Existing Notes that
complete and return a letter of eligibility.  Holders of Existing
Notes that desire a copy of the letter of eligibility must contact
Global Bondholder Services Corporation, the exchange agent and
information agent for the Exchange Offers and Consent
Solicitations, by calling toll-free (866) 470-3700 or at (212)
430-3774 (banks and brokerage firms) or visit the following website
to complete and deliver the letter of eligibility in electronic
form: http://gbsc-usa.com/eligibility/ihc-bondoffers.

                    About iHeartMedia, Inc. and
                     iHeartCommunications, Inc.

iHeartMedia, Inc. (PINK: IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company.  The Company specializes in radio, digital, outdoor,
mobile, social, live events, on-demand entertainment and
information services for local communities, and uses its
unparalleled national reach to target both nationally and locally
on behalf of its advertising partners.  The Company is dedicated to
using the latest technology solutions to transform the Company's
products and services for the benefit of its consumers,
communities, partners and advertisers, and its outdoor business
reaches over 34 countries across five continents, connecting people
to brands using innovative new technology.

iHeartCommunications reported a net loss attributable to the
Company of $296.31 million in 2016, a net loss attributable to the
Company of $754.62 million in 2015, and a net loss attributable to
the Company of $793.76 million in 2014.  As of Sept. 30, 2017,
iHeartCommunications had $12.25 billion in total assets, $23.93
billion in total liabilities and a total stockholders' deficit of
$11.67 billion.

                           *    *    *

In March 2017, Fitch Ratings downgraded iHeartCommunications,
Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'.  The
downgrade reflects iHeart's announcement on March 15, 2017, that
the company has commenced a global restructuring effort targeting
approximately $14.6 billion in debt including all of the
outstanding Term Loans and PGNs as well as the senior notes due
2021.

Also in March 2017, S&P Global Ratings lowered its corporate credit
rating on Texas-based media company iHeartMedia Inc. and its
subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'.  The
rating outlook is negative.  The downgrade follows
iHeartCommunications' announcement that it has offered to exchange
five series of priority-guarantee notes, its senior notes due 2021,
and its term loan D and E for longer-dated debt; and, in certain
scenarios, stock and warrants, or contingent value rights.  "Under
all but one scenario, there would be a reduction in the principal
amount of debt outstanding and an extension of the debt maturity by
two years for exchanged debt," said S&P Global Ratings' credit
analyst Jeanne Shoesmith.  "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."

In December 2016, Moody's Investors Service affirmed
iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating.


IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers Deadline
-------------------------------------------------------------------
iHeartCommunications, Inc., has extended the deadline for
participation in the private offers to lenders under its Term Loan
D and Term Loan E facilities to amend the Existing Term Loans.  The
Term Loan Offers have been extended to 5:00 p.m., New York City
time, on Nov. 24, 2017.  iHeartCommunications is extending the Term
Loan Offers to continue discussions with lenders regarding the
terms of the Term Loan Offers.

The terms of the Term Loan Offers have not been amended and remain
the same as set forth in the Confidential Information Memorandum,
dated March 15, 2017, as supplemented by Supplements No. 1 through
No. 5.

The Term Loan Offers, which are only available to holders of
Existing Term Loans, are being made pursuant to the Confidential
Information Memorandum, and are exempt from registration under the
Securities Act of 1933.  The new securities of iHeartMedia, Inc.,
CC Outdoor Holdings, Inc., Broader Media, LLC and/or
iHeartCommunications being offered in the Term Loan Offers are
offered only in reliance on exemptions from registration under the
Securities Act.  The New Securities have not been registered under
the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the Securities
Act and applicable state securities or blue sky laws and foreign
securities laws.

Documents relating to the Term Loan Offers will only be distributed
to holders of Existing Term Loans that complete and return a letter
of eligibility.  Holders of Existing Term Loans that desire a copy
of the letter of eligibility must contact Global Bondholder
Services Corporation, the tabulation agent and information agent
for the Offers, by calling toll-free (866) 470-3700 or at (212)
430-3774 (banks and brokerage firms) or visit the following website
to complete and deliver the letter of eligibility in electronic
form: http://gbsc-usa.com/eligibility/ihc-termloanoffers.

                    About iHeartMedia, Inc. and
                     iHeartCommunications, Inc.

iHeartMedia, Inc. (PINK: IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company.  The Company specializes in radio, digital, outdoor,
mobile, social, live events, on-demand entertainment and
information services for local communities, and uses its
unparalleled national reach to target both nationally and locally
on behalf of its advertising partners.  The Company is dedicated to
using the latest technology solutions to transform the Company's
products and services for the benefit of its consumers,
communities, partners and advertisers, and its outdoor business
reaches over 34 countries across five continents, connecting people
to brands using innovative new technology.

iHeartCommunications reported a net loss attributable to the
Company of $296.31 million in 2016, a net loss attributable to the
Company of $754.62 million in 2015, and a net loss attributable to
the Company of $793.76 million in 2014.  As of Sept. 30, 2017,
iHeartCommunications had $12.25 billion in total assets, $23.93
billion in total liabilities and a total stockholders' deficit of
$11.67 billion.

                           *    *    *

In March 2017, Fitch Ratings downgraded iHeartCommunications,
Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'.  The
downgrade reflects iHeart's announcement on March 15, 2017, that
the company has commenced a global restructuring effort targeting
approximately $14.6 billion in debt including all of the
outstanding Term Loans and PGNs as well as the senior notes due
2021.

Also in March 2017, S&P Global Ratings lowered its corporate credit
rating on Texas-based media company iHeartMedia Inc. and its
subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'.  The
rating outlook is negative.  The downgrade follows
iHeartCommunications' announcement that it has offered to exchange
five series of priority-guarantee notes, its senior notes due 2021,
and its term loan D and E for longer-dated debt; and, in certain
scenarios, stock and warrants, or contingent value rights.  "Under
all but one scenario, there would be a reduction in the principal
amount of debt outstanding and an extension of the debt maturity by
two years for exchanged debt," said S&P Global Ratings' credit
analyst Jeanne Shoesmith.  "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."

In December 2016, Moody's Investors Service affirmed
iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating.


JOHN BASISTA: Lighthouse Buying Interest in Sewickley Land for $80K
-------------------------------------------------------------------
John J. Basista asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania to authorize the sale of his interest in
the undivided 36 total net mineral acres under a certain 216 acres
(+/-) tract of land located at Brunazzi Road, Sewickley Township,
in Westmoreland County, Pennsylvania, and identified as tax no.
58-06-00-0-008, to Lighthouse Point, LLC for $80,000, subject to
higher and better offers.

A hearing on the Motion is set for Jan. 2, 2018 at 10:00 a.m.  The
objection deadline is Dec. 12, 2017.

The Debtor is the owner of the Land.  An order was entered by the
Court on Nov. 9, 2017, approving the sale of the Debtor's interest
in the Land.  The Land Sale is due to close by Dec. 21, 2017.

The Property has been marketed by a Court approved real estate
agent, William Smith and Shale Consultants, LLC, doing business as
CX-Energy since Feb. 9, 2017.  Based upon the agent's efforts, the
Debtor believes that the proposed sale price represents the
Property's fair market value.

The Debtor desires to sell the Property for $80,000 to the Buyer
pursuant to the Purchase and Sale Agreement or another bidder who
submits a higher and better offer free and clear of all liens and
encumbrances.  The successful bidder will have 60 days from the
date the order approving the sale to conduct any and all due
diligence as explained in the Agreement.  The sale will close not
later than 75 days after the date of the Sale Order unless the time
is extended by the Court.

The Property is or may be encumbered by the following liens: (i) PA
Inheritance tax, PA Estate tax, Federal estate tax, if any - 5,000;
(ii) R. E. taxes / muni. liens; (iii) Westmoreland Co. Adult
Probation - $18,117; (iv) Livingston Fin. judgment lien - $20,000;
(v) PA Revenue statutory tax lien - $3,500; (vi) Royalty Lender,
LTC mortgage- $123,000; (vii) Westmoreland Co. Clerk of Court -
$400; (viii) Westmoreland Co. Clerk of Court - $400; (ix) PA
Revenue statutory tax lien - $12,500; (x) Elina M. Dang judgment
lien - $58,190; (xi) Liem Dang / Khanh Doan judgment lien -
$232,755; and (xii) Dang/Doan Lis Pendins - unknown amount.

An inheritance tax return has not been filed by the Debtor for
property he inherited from his mother which includes the Property
being sold by the Motion.  An inheritance tax is due in an unknown
amoun.  The Land Sale order provides funding to pay the Tax.  It is
anticipated that the Tax will be paid in full at the Land Sale
closing.  $5,000 it to be be held in escrow by the closing agent
for this sale for an additional Tax escrow.  The $5,000 will be
used, if necessary, to pay the Tax if it is not paid in full from
the Land Sale proceeds.  If any of the Tax escrow is not needed to
pay the Tax, the excess will be prorated and distributed between
Elina M. Dang (20%) and Liem Dang and Khanh Doan (80%).

It is anticipated that the liens described will be paid in full at
the Land Sale closing prior to the closing of the sale.  All liens
of record are to be transferred to the proceeds from the sale of
the Property which will be distributed at closing in the following
order of priority to the extent funds are available:

     a. Current real estate taxes for 2017, if any are due, for the
Property will be prorated at closing;

     b. 50% of real estate taxes for tax years pre-dating 2017, if
any are due, will be paid by the Debtor;

     c. The Buyer will pay all recording costs and real estate
transfer taxes which are due;

     d. Realtor commission in the amount of $6,4000 will be paid to
Shale Consultants, LLC whose retention has been approved by the
Court;

     e. Costs of local newspaper and legal journal advertizing to
be paid to Gary W. Short.

     f. Court approved attorney's fees of the Debtor's counsel,
Gary W. Short, plus copy and postage expenses;

     g. The balance owed to Livingston Financial, LLC on its
judgment lien to the extent its claim was not paid in full from the
proceeds from the Land Sale;

     h. The balance owed on a Pennsylvania Department of Revenue
tax lien recorded in Westmoreland County, Pennsylvania on April 3,
2014 at no. 1706-14 as per a pay off statement to be provided by
Revenue to the extent the claim was not paid in full from the
proceeds from the Land Sale;
     
     i. The claim of Royalty Lender, Ltd. in the amount 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 to the extent the claim was not paid in full from
the proceeds from the Land Sale.

     j. The balance owed, if any, on two claims of the Westmoreland
County Clerk of Court, which are noted of record at 15EJ01651 and
15EJ01822.  

     k. The balance owed on a Revenue tax lien recorded in
Westmoreland County, PA on Sept. 22, 2015 at no. 4614-15 as per a
pay off statement to be provided by Revenue to the claim was not
paid from the proceeds from the Land Sale.

     l. The remaining of the sale proceeds, if any, will be
prorated between the balance owed on the judgment of Elina M. Dang
judgment lien entered on June 30, 2016 at 15 JU 02075 and the
balance owed on the judgment of Liem Dang and Khanh Doan judgment
lien entered on June 30, 2016 at 15 JU 02075.

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

      http://bankrupt.com/misc/John_Basista_104_Sales.pdf

The Purchaser:

          LIGHTHOUSE POINT, LLC
          1 Foliate Way
          Ladera Rach, CA 92694

The Real Estate Agent:

          William Smith
          SHALE CONSULTANTS, LLC
          dba CX-Energy
          1373 Washington Pike
          Suite 204
          Bridgeville, PA 15017

John J. Basista filed a petition under chapter 13 on Nov. 14, 2016.
His case was converted to a chapter 11 (Bankr. W.D. Pa. Case No.
16-24231 JAD) on Aug. 21, 2017.


KANGAROO FOODS: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kangaroo Foods, LLC
        1723 Monmouth St.
        Newport, KY 41071

Business Description: Headquartered in Newport, Kentucky,
                      Kangaroo Foods, LLC, is a franchisee
                      of the Beef 'O' Brady's Family Sports
                      Pub.  Established in 1985 by Jim
                      Mellody in Brandon, Florida, Beef 'O'
                      Brady's is a family friendly restaurant
                      filled with TVs and satellite dishes so
                      patrons could watch a vast array of sporting
                      events.  Beef 'O' Brady's offers a variety
                      of foods like chicken wings, burgers,
                      sandwiches, pizzas & flatbreads and
                      desserts. For more information, visit
                      https://www.beefobradys.com/

Chapter 11 Petition Date: November 27, 2017

Case No.: 17-21520

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Covington)

Judge: Hon. Tracey N. Wise

Debtor's Counsel: J. Christian A. Dennery, Esq.
                  DENNERY PLLC
                  P.O. Box 121241
                  Covington, KY 41012
                  Tel: 859-445-5495
                  Fax: 859-286-6726
                  Email: jcdennery@dennerypllc.com

Total Assets: $27,050

Total Liabilities: $1.07 million

The petition was signed by Thomas Drennen, authorized member.

A full-text copy of the petition containing, among other items,
a list of the Debtor's 16 largest unsecured creditors is
available for free at http://bankrupt.com/misc/kyeb17-21520.pdf


KEMET CORP: Egan-Jones Hikes Sr. Unsecured Debt Ratings to B
------------------------------------------------------------
Egan-Jones Ratings Company, on Oct. 17, 2017, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by KEMET Corp. to B from B-.

Previously, on Sept. 8, 2017, EJR raised the foreign and local
currency senior unsecured ratings on debt issued by the Company to
B- from CCC.  EJR also raised the foreign currency and local
currency senior unsecured ratings on commercial paper issued by the
Company.

KEMET Corporation was set up in 1919 and now is based in
Simpsonville, South Carolina. The company produces many kinds of
capacitors, such as tantalum, aluminum, multilayer ceramic, film,
paper, polymer electrolytic, and supercapacitors.


L BRANDS: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
--------------------------------------------------------
Egan-Jones Ratings Company, on Sept. 11, 2017, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by L Brands Inc. to BB+ from BBB-.

L Brands Inc. is an American fashion retailer based in Columbus,
Ohio. Its flagship brands include Victoria's Secret and Bath & Body
Works.


LEHMAN BROTHERS: Barclays Not Guilty of Employment Discrimination
-----------------------------------------------------------------
District Judge Vernon S. Broderick granted Defendant's motion for
summary judgment on all the Plaintiff's claims in the case
captioned MARIA GARCIA, Plaintiff, v. BARCLAYS CAPITAL, INC., et
al., Defendants, No. 13-CV-5308 (VSB) (S.D.N.Y.)

Plaintiff Maria Garcia filed an employment discrimination action
against Defendants Barclays Capital, Inc. and Barclays Bank PLC.
Plaintiff asserts claims of unlawful employment discrimination in
violation of Title VII of the Civil Rights Act of 1964, 42 U.S.C.
section 2000e et seq., the New York State Human Rights Law, N.Y.
Exec. Law section 290e et seq. ("NYSHRL"), the New York City Human
Rights Law, N.Y. City Admin. Code sections 8-101 et seq.
("NYCHRL"), and Section 1981 of the Civil Rights Act of 1866, 42
U.S.C. section 1981. Plaintiff also asserts claims under the Equal
Pay Act, 29 U.S.C. section 206(d) ("EPA") and the New York State
Labor Law section 194 ("NYLL") related to Defendants' alleged
failure to pay their male and female employees equal wages.

Garcia is a Latina woman and was born and raised on Long Island,
New York, to a Dominican father and an El Salvadoran mother. In
August 1997, Garcia began her employment at Lehman Brothers, an
international investment bank, as a sales assistant on Lehman's
Emerging Markets Sales desk. Between 1997 and 2006, Lehman promoted
Garcia three times: to Junior Salesperson in 1999; to Vice
President in 2001; and to Director in 2006. During her final six
years at Lehman, Garcia reported to Robert Koch, a managing
director and the head of New York EM Sales.

Lehman's holding company filed for Chapter 11 bankruptcy protection
on Sept. 15, 2008, and Barclays, an international investment bank,
acquired portions of Lehman's business, including Lehman's EM Sales
group. In connection with Barclays's acquisition of Lehman's EM
Sales group, Andrew Gold, a managing director at Barclays and the
head of Barclays' New York EM Sales, interviewed Garcia for a
position at Barclays and offered Garcia a position in EM Sales on
the Nobramex team at Barclays. In addition to Garcia, Barclays
hired Koch to work as a salesperson on the U.S. EM Sales team; Koch
reported to Gold from the time he joined Barclays in 2008 until
Gold's departure in 2014. In August or September 2009, Koch became
the head of the U.S. EM Sales team, and Gold remained his direct
manager.

Garcia argues that Gold made numerous statements that, taken
together, give rise to an inference of discrimination based on race
and sex.

Upon assessment of all the arguments presented, the Court finds
that there is no genuine dispute of material fact relating to
Plaintiff's employment discrimination claims and Plaintiff has
failed to demonstrate that her race or sex was a motivating factor
in the adverse employment acts. Thus, Defendants' motion for
summary judgment is granted with respect to Plaintiff's causes of
action under Title VII, NYSHRL, and Section 1981.

Because there is no genuine dispute of material fact relating to
Plaintiff's unequal pay claims and because Barclays has proven its
affirmative defense that it relied on factors other than sex in
determining compensation, Defendants' motion for summary judgment
is also granted with respect to Plaintiff's causes of action under
the EPA and NYLL.

In light of the fact that Plaintiff's federal claims are dismissed,
Judge Broderick declines to exercise supplemental jurisdiction with
respect to Plaintiff's cause of action under the NYCHRL, and thus
those claims are dismissed without prejudice to them being asserted
in state court.

A full-text copy of Judge Broderick's Memorandum and Opinion dated
Nov. 15, 2017, is available at https://is.gd/DWP0FG from
Leagle.com.

Maria Garcia, Plaintiff, represented by Anne L. Clark, Vladeck,
Waldman, Elias & Engelhard, P.C.

Barclays Capital, Inc., Defendant, represented by Patrick William
Shea -- patrickshea@paulhastings.com -- Paul Hastings LLP & Emily
Ratte Pidot -- emilypidot@paulhastings.com -- Paul Hastings LLP.

Barclays Bank PLC, Defendant, represented by Patrick William Shea,
Paul Hastings LLP & Emily Ratte Pidot, Paul Hastings LLP.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the largest
in U.S. history.  Several other affiliates followed thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC
sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were assigned to Judge James M. Peck.
Judge Shelley Chapman took over the case after Judge Peck retired
from the bench to join Morrison & Foerster.

A team of Weil, Gotshal & Manges, LLP, lawyers led by the late
Harvey R. Miller, Esq., serve as counsel to Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., served as the
Committee's investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)).  James W. Giddens was appointed as trustee for
the SIPA liquidation of the business of LBI.  He is represented by
Hughes Hubbard & Reed LLP.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

                          *     *     *

In October 2016, the team winding down LBHI paid $3.8 billion to
creditors, the 11th distribution since Lehman's collapse in 2008.
This brought the total payout to more than $113.6 billion.
Bondholders were projected to receive about 21 cents on the dollar
when Lehman's bankruptcy plan went into effect in early 2012.  The
11th distribution raised the bondholders' recovery to more than 40
cents on the dollar and recoveries for general unsecured creditors
of Lehman's commodities to 79 cents on the dollar.  Lehman's
aggregate 12th distribution to unsecured creditors pursuant to its
confirmed Chapter 11 plan will total approximately $3.0 billion.


LTD MANAGEMENT: Wants to Use Cash Collateral Through Jan. 31
------------------------------------------------------------
LTD Management, Inc, asks for authorization from the U.S.
Bankruptcy Court for the District of New Hampshire for the
continued use of cash collateral for the Dec. 1, 2017, through Jan.
31, 2018 period.

Accompanying the motion is a proposed order granting the Debtor the
relief requested and which:

     a. limits the amount of cash collateral which the Debtor may
        spend during the use period to $9,431;

     b. grants to each record holder of a lien on cash collateral
        a replacement lien on the Debtor's property to the same
        extent, scope and validity that each record lienholder
        held as of the petition date, unless or until avoided by
        an order of the Court;

     c. reserves to each lienholder the right to contest in an
        appropriate proceeding the value of the cash collateral
        and other collateral held or claimed by the record
        lienholder; and

     d. reserves to the Debtor the right to contest the validity,
        perfection, enforceability or value of any lien held or
        claimed by a record lienholder for any reason.

The Debtor incorporates by reference the allegations made in the
original motion requesting an order allowing the use of cash
collateral.

A debtor is prohibited from using cash collateral without the
consent of each entity that has a lien on cash collateral or with
court authorization.

The Debtor says it cannot continue to operate without the use of
the cash collateral to meet its  ordinary operating expenses.
Without access to cash collateral generated from the rents
received, the Debtor will be unable to pay: (i) its modest utility
obligations; (ii) its property and general liability insurance
premiums, and/or (iii) its other ordinary and necessary operating
expenses as listed on the Budget.

The budget shows, among other things, that:

     a. the Debtor proposes to use $9,431 of its $12,286 in
        revenue during the use period to pay costs and expenses
        incurred in the ordinary course of business and as
        otherwise described;

     b. the Debtor will be able to pay the costs and expenses
        incurred in the ordinary course of business during the use

        period if it has the ability to spend the maximum use
        amount; and

     c. the Debtor should have a remaining positive cash flow of
        $2,855 during the use period.

The Debtor believes through the continued rental of the building,
the cash collateral will be adequately replaced during the use
period.  The Debtor believes its limited use of cash collateral
during the use period will permit it to maintain essential business
operations, thereby preserving the value of the estate, and confirm
a plan that will be in the best interest of the Debtor's creditors.


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

            http://bankrupt.com/misc/nhb17-10684-76.pdf

As reported by the Troubled Company Reporter on Oct. 6, 2017, the
Court authorized the Debtor to use and expend up to $7,931 in cash
during the period from Oct. 1 through Nov. 30, 2017, in the
ordinary course of business to the extent provided by the budget.

                       About LTD Management

Headquartered in Raymond, New Hampshire, LTD Management, Inc., was
formed in July 1992 for the purpose of owning real estate located
at 63 Route 27 Raymond, New Hampshire, and leasing out certain
units within the building.  Lisa D'Aoust owns a 100% interest in
LTD.

LTD Management filed for Chapter 11 bankruptcy protection (Bankr.
D.N.H. Case No. 17-10684) on May 10, 2017, estimating its assets
and liabilities at between $100,001 and $500,000.  Cheryl C.
Deshaies, Esq., at Deshaies Law, serves as the Debtor's bankruptcy
counsel.

No trustee or examiner has been appointed in the Debtor's case, and
no official statutory committee has yet been appointed or
designated by the U.S. Trustee.


MAC ACQUISITION: Taps Duff & Phelps Securities as Financial Advisor
-------------------------------------------------------------------
Mac Acquisition, LLC, and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Duff & Phelps Securities, LLC, as financial advisor and investment
banker.

Financial advisory services to be rendered by Duff & Phelps are:

     (a) review and analyze the financial and operating statements
of the Company;

     (b) review and analyze the Company's business and financial
projections;

     (c) assist the Company in evaluating, structuring, negotiating
and implementing the terms (including pricing) and conditions of
any Transaction;

     (d) assist the Company in preparing, revising, or updating
descriptive material to be provided to potential parties to any
Transaction, including a teaser and confidential information
memorandum and a summary;

     (e) prepare, revise, or update a list or lists of potential
purchasers and present it to the Company;

     (f) contact potential purchasers to solicit their interest in
any Transaction and to provide them with the confidential
information memorandum under a confidential disclosure agreement;

     (g) gather, review, compile and disseminate due diligence
materials to prospective purchasers and maintain a secure data
vault for review of due diligence materials;

     (h) participate in due diligence visits, meetings and
consultations between the Company and interested potential
purchasers, and coordinate and track distribution of all
information related to a Transaction with such parties;

     (i) assist the Company with evaluating offers, indications of
interests, negotiating agreements and definitive contracts; and

      (j) attend auctions and, to the extent required, provide
affidavits in support, in any U.S. Bankruptcy Court with respect to
any matters in connection with or arising out of this Agreement.

Fees Duff & Phelps will be compensated for the services are:

      (a) Initial Retainer: The Company shall pay Duff & Phelps an
initial nonrefundable cash retainer of $50,000, due, payable and
fully earned upon execution of the Engagement Letter. The Initial
Retainer shall be fully credited against any Marketing Fee payable.


      (b) Marketing Fee: Upon Duff & Phelps' completion of the
Marketing Materials and the Buyer Outreach, Duff & Phelps shall be
entitled to a non-refundable cash fee equal to $275,000, less the
Initial Retainer. The Marketing Fee shall be payable regardless of
whether a Transaction occurs and whether or not a potential
purchaser is identified by Duff & Phelps at the conclusion of the
Marketing Period.

     (c) Transaction Fee: If a Transaction occurs during the term
of Duff & Phelps's engagement under the Engagement Letter or the
Tail Period, at the closing of such Transaction, the Company shall
pay to Duff & Phelps a non-refundable cash fee equal to (a)
$500,000, if the Consideration is less than $28,500,000, or (b) the
sum of $750,000 plus 5% of all Consideration received in excess of
$28,500,000 if the Consideration is equal to or more than
$28,500,000.

     (d) Expense Reimbursement: The Company shall reimburse Duff &
Phelps for its reasonable and documented out-of-pocket expenses
incurred in connection with the services to be provided under the
Engagement Letter and the preparation of the Engagement Letter on
the first day of each month. Out-of-pocket expenses shall include,
but not be limited to, all reasonable travel expenses, pre-approved
computer and research charges, reasonable attorney fees, messenger
services and long-distance telephone calls incurred by Duff &
Phelps in connection with the services to be provided.

     (e) Testimonial Fees: In the event that a Duff & Phelps
professional testifies in any court with respect to any matters in
connection with or arising out of the Engagement Letter, Duff &
Phelps will be compensated at its  standard hourly rates, in
addition to the fees described above. The hourly rate for persons
most likely to testify is between $965 and $1,070.

Brian Cullen, Managing Director of Duff & Phelps Securities, LLC,
attests that Duff & Phelps does not hold or represent any interest
adverse to the Debtors in connection with the matters upon which
Duff & Phelps is to be engaged and is disinterested as that term is
defined in section 101(14) of the Bankruptcy Code.

The Advisor can be reached through:

      Brian Cullen
      Duff & Phelps Securities, LLC
      10100 Santa Monica Boulevard, Suite 1100
      Los Angeles, CA 90067
      Tel: 424 249 1650

                      About Mac Acquisition LLC

Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ --
operate full-service casual dining restaurants under the trade
name, "Romano's Macaroni Grill."  As of Oct. 18, 2017, the company
operates 93 company-owned restaurants located in 23 states, with a
workforce of approximately 4,600 employees. Non-debtor affiliate
RMG Development franchises an additional 23 restaurants in Florida,
Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain, Egypt, Oman,
the United Arab Emirates, Qatar, Germany, and Saudi Arabia.

During 2016, Mac Acquisition and RMG generated gross revenues
through restaurant sales and franchisee payments of approximately
$230 million.

On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224).  Mac
Acquisition's estimated assets of $10 million to $50 million and
debt at $50 million to $100 million.

The Hon. Mary F. Walrath is the case judge.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as
general bankruptcy counsel; Mackinac Partners, LLC, and financial
advisor. Donlin, Recano & Company, Inc., is the claims agent.


MARINE ACQUISITION: Dometic Deal No Impact on Moody's B2 CFR
------------------------------------------------------------
Moody's Investors Service said Marine Acquisition Corp's (dba
"SeaStar") ratings -- including the company's B2 corporate family
rating, B3-PD probability of default rating and B2 senior secured
bank debt rating -- are not affected by Dometic Group AB's
(Dometic) proposed acquisition of the company for $875 million.
Because Seastar's term loan contains a change-of-control provision,
Moody's expects that this debt will be repaid in conjunction with
Dometic's acquisition of the company, as also stipulated and
planned by the acquiring entity. Moody's will subsequently withdraw
its ratings for Seastar upon the assumed successful completion of
the pending acquisition, which is currently targeted to occur
during the fourth calendar quarter of 2017, and the associated
repayment of rated debt.

Headquartered in Litchfield, IL, SeaStar is a leading provider of
steering systems for recreational boats, in addition to other parts
such as controls, fuel tanks, and aftermarket engine and drive
replacement parts for marine applications. The company also sells
industrial equipment primarily for heating applications. SeaStar
was acquired by funds affiliated with American Securities in
January 2014. Reported revenues for the twelve months ended July
2nd, 2017 were approximately $282 million.


MARK GINSBURG: Enises Liable for Additions to Tax in 2007 and 2010
------------------------------------------------------------------
In separate notices of deficiency both dated March 14, 2013, the
Commissioner of the Internal Revenue determined the following
deficiencies and additions to tax: Addition to tax Year Deficiency
sec. 6651(a)(1) 2007 $184,488 $45,056 2010 358,559 88,461

After concessions, the U.S. Tax Court addressed these issues for
decision: (1) whether petitioner Sue Enis was a shareholder of
Nationwide Laboratory Services, Inc. (NLS)--an S
corporation--during the years in issue and is therefore liable for
tax on her pro rata share of the S corporation's income for the
2007 and 2010 taxable years; (2) whether petitioners Jay Enis and
Ms. Enis are entitled to theft loss deductions under section 165(e)
for the 2007 and 2010 taxable years; (3) whether petitioners are
entitled to deduct a $140,809 loss from SE Investments, LLC (SEI)
for the 2010 taxable year; (4) whether petitioners are entitled to
net operating loss (NOL) carryforward and carryback deductions for
the 2007 and 2010 taxable years; and (5) whether petitioners are
liable for additions to tax under section 6651(a)(1) for the 2007
and 2010 taxable years for their failure to file timely returns.

Petitioner Jay Enis is a businessman, investor, and consultant. In
2000 petitioners moved from New Jersey to Florida where Mr. Enis
focused on financing transactions and businesses. Through his
business, Mr. Enis assisted in financing purchase orders that his
clients were unable to finance themselves. In the following years
Mr. Enis began working with Jack Burstein in a direct partnership
alongside Mr. Burstein's merchant banking firm--Strategica Capital
Associates, Inc. Other members of Strategica at the time of Mr.
Enis' involvement were Steven Cook and Scott Kranz.

NLS is a Florida S corporation founded by Mark Ginsburg whose
original shareholders were Dr. Ginsburg and his sister Ricki
Robinson.  NLS is a diagnostic laboratory supplying blood
diagnostic testing to end-stage renal dialysis patients throughout
the country. In 2004 Dr. Ginsburg--NLS' chief executive
officer--approached Mr. Enis to ask whether he would consider
getting involved in NLS. Subsequently, Dr. Ginsburg met with Mr.
Enis and Mr. Burstein to discuss issues NLS was facing and its
potential for diversification. At the time Mr. Enis observed that
NLS lacked a solid financial infrastructure.

Ultimately, on Sept. 26, 2006, NLS entered into a Financial
Advisory and Business Consulting Agreement (consulting agreement)
with Strategica. Beginning in 2009 Dr. Ginsburg's relationship with
Strategica and the Strategica Group shareholders began to
deteriorate. On August 21, 2009, Strategica sued Dr. Ginsburg in
State court for breach of their consulting agreement and failure to
pay consulting fees and expenses. On Feb. 9, 2010, Dr. Ginsburg
filed for chapter 11 bankruptcy in the Bankruptcy Court for the
Southern District of Florida.

In addressing the issues, the Court first must determine whether
Mrs. Enis remained a shareholder in NLS during the years in issue.
Section 1366(a)(1) provides that shareholders of an S corporation
will take into account their pro rata shares of the S corporation's
income, loss, deductions, and credits for the S corporation's
taxable year ending with or in the shareholders' taxable year. An S
corporation's shareholders must take into account the S
corporation's income regardless of whether any income is
distributed.

Petitioners contend that while Mrs. Enis was issued NLS shares, the
removal of her power to exercise shareholder rights, as well as the
actions of Dr. Ginsburg, removed the beneficial ownership of her
shares. Petitioners, therefore, assert that they are not required
to include pro rata shares of NLS' income. Petitioners identified
no agreement or provisions in the corporation's governing articles
removing beneficial ownership.

In Kumar v. Commissioner, Kumar does not support their position
that a violation of the shareholders agreement could deprive them
of the beneficial ownership of their shares. In Kumar we found that
in the absence of an agreement passing the taxpayer's rights to his
stock to another shareholder, a poor relationship between
shareholders does not deprive one shareholder of the economic
benefit of his shares. Kumar v. Commissioner, at *3. The Court,
therefore, held that the taxpayer retained beneficial ownership.

Further, petitioners cited no authority that allows shareholders to
exclude their shares of an S corporation's income because of poor
relationships with other shareholders. While the relationships
among the shareholders of NLS deteriorated, those poor
relationships did not deprive Mrs. Enis of the economic benefit of
her NLS shares. Indeed, ultimately, she sold her shares in 2014 for
$436,165.

As Mrs. Enis remained a shareholder of NLS for the tax years in
issue, petitioners must include her pro rata share of NLS income.

In the additions to tax issue, the respondent determined that
petitioners are liable for the section 6651(a)(1) addition to tax
for 2007 and 2010 because both returns were filed after their
respective deadlines. Section 6651(a)(1) authorizes the imposition
of an addition to tax for failure to file a return timely unless it
is shown that the failure is due to reasonable cause and not due to
willful neglect.

Petitioners explained that they filed their returns late because of
their return preparer's illness and their subsequent transition to
a different return preparer. Their reliance on their paid tax
preparers does not constitute reasonable cause. It is well
established that "[t]he failure to make a timely filing of a tax
return is not excused by the taxpayer's reliance on an agent, and
this reliance is not 'reasonable cause' for a late filing.

The Court, therefore, holds that petitioners are liable for
additions to tax under section 6651(a)(1) for the 2007 and 2010 tax
years. Petitioners did not show payments of any late-filing
additions to tax for 2007 or 2010, but they assume any such
payments will be reflected in their transcripts and credited
against the additions to tax in their decision before assessment.

The Court has considered all arguments made and facts presented in
reaching their decision, and, they conclude that they are moot,
irrelevant, or without merit.

The case is JAY ENIS AND SUE ENIS, Petitioners, v. COMMISSIONER OF
INTERNAL REVENUE, Respondent, Docket No. 14391-13 (Tax).

A full-text copy of the Tax Court's Memorandum and Opinion is
available at https://is.gd/9H99ns from Leagle.com.

Dennis G. Kainen, and Jerome M. Hesch -- jhesch62644@gmail.com --
for petitioners.

Andrew M. Tiktin -- andrew.m.tiktin@irscounsel.treas.gov -- and
Timothy A. Sloane, for respondent.

Lighthouse Point, Florida-based Mark J. Ginsburg, aka Mark Ginsburg
and Dr. Mark Ginsburg, filed for Chapter 11 bankruptcy protection
on February 9, 2010 (Bankr. S.D. Fla. Case No. 10-13056).  Chad P.
Pugatch, Esq., at Rice Pugatch Robinson & Schiller, P.A.,
represents the Debtor.  The Company disclosed assets of $16,675,693
and debts of $47,823,735 as of the Chapter 11 filing.


MATTHEWS INT'L: Moody's Assigns Ba3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
and Ba3-PD probability of default rating to Matthews International
Corporation. Moody's also assigned a B2 rating to the company's
proposed senior unsecured notes and an SGL-2 speculative grade
liquidity rating. The ratings outlook is stable.

The proceeds from approximately $300 million of senior unsecured
notes will be used to pay off revolver borrowings and pay
transaction costs.

RATINGS RATIONALE

The Ba3 rating is driven by Matthews' leading positions as a
manufacturer of products marketed to the death care industry
through its memorialization business line and provider of branding
of merchandising solutions through its SGK brand. The rating also
reflects elevated pro forma leverage of about 4.5x (Moody's
adjusted, excluding certain one-time costs and giving benefit to
implemented cost synergies) at September 30, 2017. Moody's
anticipate leverage will decrease to around 4x (Moody's adjusted)
over the next 12 months to 18 months, though leverage may increase
periodically as the company continues its strategy of acquiring
businesses focused on the branding and industrial automated
solutions segments. Matthews' stable revenue base and high barriers
to entry in the memorialization and SGK businesses provide stable
and relatively predictable free cash flow ("FCF"). Moody's expects
FCF to debt in the high single digits over the next 12 months.
Moody's also expects a relatively flat top line in the
memorialization business and low to mid-single digit organic
revenue growth in the branding and automated solutions segments.

The SGL-2 speculative grade liquidity rating reflects Matthews'
good liquidity. Pro forma for the note offering at September 30,
2017, cash is about $57.5 million and there is about $620 million
availability under the $900 million revolver. The revolver and cash
balances may be used to fund future acquisition activity. The
company is expected to maintain adequate cushion under the
financial covenants of the revolver over the next year. The
proposed $300 million senior unsecured note has a tenor of 8 years
with coupon payments due semi-annually. FCF over the next 12 to 18
months is anticipated to be about $100 million.

The stable outlook reflects Moody's expectation that market share,
revenues and cash flow within the memorialization business will
continue to be fairly stable over time while the company focuses on
growing its SGK and industrial solutions businesses both
organically and through acquisitions. Moody's expects leverage to
decline to around 4x over the next 12 to 18 months, with occasional
increases for acquisition activity.

The ratings could be upgraded if the company demonstrates
consistent organic revenue growth, and a strong track record of
debt repayment such that leverage is expected to be sustained below
3.75x and FCF to debt above 10%.

The ratings could be downgraded if performance deteriorates
materially as a result of competitive pressures or integration
challenges or the company adopts more aggressive financial policies
such that leverage is sustained above 4.75x on other than a
temporary basis or FCF levels deteriorate materially.

The following ratings were assigned:

Issuer: Matthews International Corporation

Corporate Family Rating, Assigned Ba3

Probability of Default Rating, Assigned Ba3-PD

Senior Unsecured Note, Assigned B2 (LGD5)

Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook - Stable

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

Matthews is a leading designer, manufacturer and marketer of
memorialization products, brand solutions and industrial automation
solutions. Matthews is publicly traded on the NASDAQ (ticker: MATW)
and generated approximately $1.5 billion in revenues for FY ending
September 30, 2017, pro forma for recent acquisitions.


MATTHEWS INT'L: S&P Assigns 'BB' CCR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'BB' corporate credit rating on
Matthews International Corp. The outlook is stable.

S&P said, "At the same time, we assigned a 'B+' senior unsecured
debt rating and '6' recovery rating to Matthews' new $300 million
in senior unsecured notes due 2025. The '6' recovery rating
indicates expectations for negligible (0%-10%; rounded estimate:
5%) recovery in the event of default."

Pittsburgh-based memorialization products and brand solutions
company, Matthews International Corp.'s revenues, earnings, and
cash flows have been relatively stable and predictable given its
solid leading presences in the memorialization and brand solutions
businesses and its ability to execute on its acquisition plans.

The ratings on Matthews International Corp. reflects the company's
solid positions in the steady, but low-growth, memorialization and
brand solutions businesses, the relative diversity of its
operations, and limited exposure to economic downturns. These
factors are offset by a recently accelerated pace of acquisitions
that have elevated adjusted net debt leverage, currently at a S&P
Global Ratings' adjusted 4.6x, that we expect to be in the 4x-5x
range over the next one to two years.

S&P said, "Our rating outlook on Matthews is stable, reflecting our
expectation that the company will generate low-double-digit growth
over the next year, aided by recent acquisitions, before returning
to an organic mid-single-digit growth rate, and adjusted leverage
remaining in the 4x-5x range. We believe margins should remain
steady in the low-teens (12-13%) range and FFO to debt in the
low-20% range over the next year."


MICHELE MAYER: Sale of 1633 West Prospect Property for $107K OKed
-----------------------------------------------------------------
Judge Louise D. Adler of the U.S. Bankruptcy Court for the Southern
District of California authorized Michele Ann Mayer's short sale of
her real property located at 1633 West Prospect Ave., Visalia,
California for $107,000.

The Debtor is authorized to pay commissions, taxes, and fees
related to the sale in an amount not exceeding $8,784, or in such
amount as may be required pursuant to any subsequently issued short
sale approval by DiTech Financial, LLC pursuant to the parties'
Stipulation.  

The Debtor is authorized to close the Short Sale immediately upon
approval from the Court.

Lakeside, California-based Michele Ann Mayer sought Chapter 11
protection (Bankr. S.D. Cal. Case No. 16-07171) on Nov. 25, 2016.
The Debtor tapped Andrew Moher, Esq., at Moher Law Group, as
counsel.  She has employed Cindy Coray and Modern Broker as her
real estate broker.  The Broker's employment us through March 5,
2018.


MICHELE MAYER: Short Sale of 1348 Sunnyview Property for $110K OKed
-------------------------------------------------------------------
Judge Louise D. Adler of the U.S. Bankruptcy Court for the Southern
District of California authorized Michele Ann Mayer's short sale of
her real property located at 1348 E. Sunnyview Ave, in Visalia,
California for $110,000.

The Debtor is authorized to pay commissions, taxes, and fees
related to the sale in an amount not exceeding $9,919 or in such
amount as may be required pursuant to any subsequently issued short
sale approval by DiTech Financial, LLC pursuant to the parties'
Stipulation.

The Debtor is authorized to close the Short Sale immediately upon
approval from the Court.

A copy of the Stipulation attached to the Order is available at:

   http://bankrupt.com/misc/Michele_Mayer_191_Order.pdf

Lakeside, California-based Michele Ann Mayer sought Chapter 11
protection (Bankr. S.D. Cal. Case No. 16-07171) on Nov. 25, 2016.
The Debtor tapped Andrew Moher, Esq., at Moher Law Group, as
counsel.  She has employed Cindy Coray and Modern Broker as her
real estate broker.  The Broker's employment us through March 5,
2018.


MNM HOLDINGS: Taps Mazurkraemer Business Law as Lead Counsel
------------------------------------------------------------
MNM Holdings, LLC, and its debtor affiliate seek approval from the
United States Bankruptcy Court for the Northern District of West
Virginia (Clarksburg) to hire Mazurkraemer Business Law as their
lead counsel.

As lead counsel, Mazurkraemer will:

     a. receive and manage all retainer funds from Debtor for
placement into MAZURKRAEMER IOLTA accounts;

     b. prepare Debtor's petition, schedules, statement of
financial affairs, list of 20 largest creditors, and creditor
matrix;

     c. attend the initial scheduling conference, the initial
debtor interview and 341 meeting and prepare Debtor for the same;

     d. be responsible for meeting with the United States Trustee's
office, filing of monthly operating reports and quarterly reports,
and payment of all quarterly fees;

     e. represent Debtor in all adversary proceedings or
examinations;

     f. prepare plan of reorganization and disclosure statement;

     g. facilitate approval of plan and confirmation hearing of the
same;

     h. be responsible for the preparing and filing of all motions,
applications and adversary proceedings with the Court;

     i. be responsible for interaction with the Court's staff and
deputy; and

     j. be responsible for the general representation of the
Debtor.

Mazurkraemer's 2017 rates are:

   Salene R.M. Kraemer, Esq. Partner     $275/hour
   Aurelius Robleto, Esq. Of Counsel     $270/hour       
   Associate                             $185/hour
   Christine O'Connor, Paralegal          $95/hour
   Paralegal                             $135/hour

Mazurkraemer is a "disinterested person" within the meaning of 11
U.S.C. Sec. 101(14).

The Counsel can be reached through:

     Salene Rae Mazur Kraemer, Esq.
     MAZURKRAEMER BUSINESS LAW
     331 Jonquil Place
     Pittsburgh, PA 15228
     Tel: 412-427-7075
     Fax : 412-202-0056
     Email: salene@mazurkraemer.com

                 About MNM Holdings LLC

MNM Holdings LLC, a small business debtor as defined in 11 U.S.C.
Section 101(51D), is in the real estate leasing business.  Founded
in 1986, D&M Investments, Inc., operates public hotels and motels.

Based in Morgantown, West Virginia, MNM Holdings LLC with its
debtor affiliate, D&M Investments, Inc., filed a Chapter 11
petition (Bankr. N.D.W. Va. Case No  17-01104 & Bankr. N.D.W. Va.
17-01105) on November 3, 2017. The petitions were signed by Alan B.
Mollohan, managing member.

The Debtor is represented by Salene Rae Mazur Kraemer, Esq. at
Mazurkraemer Business Law as lead counsel. Judge Patrick M. Flatley
presides over the case.

At the time of filing, the Debtors estimate $1 million-$10 million
in both assets and liabilties.


MONAKER GROUP: Files Amended 3.1M Shares Resale Prospectus
----------------------------------------------------------
Monaker Group, Inc. filed with the Securities and Exchange
Commission an amendment no.2 to its Form S-1 registration statement
relating to the resale by Adam B. Connors, Brian Herman, Donald P
Monaco Insurance Trust, Charcoal Investments Ltd., Pacific Grove
Master Fund LP, et al., of 3,141,625 shares of common stock, par
value $0.00001 per share, of Monaker Group, Inc., representing (a)
1,532,500 outstanding shares of common stock, held by the selling
stockholders and (b) 1,609,125 shares of common stock that are
issuable in connection with the exercise of outstanding warrants to
purchase 1,609,125 shares of common stock at an exercise price of
$2.10 per share, held by the selling stockholders.  The shares of
common stock being offered by the selling stockholders have been
issued pursuant to the private offering transaction which closed on
Aug. 11, 2017.

The Company is not selling any securities covered by this
prospectus and will not receive any of the proceeds from the sale
of such shares by the selling stockholders.  However, in the event
that the warrants are exercised for cash, it may receive up to a
total of approximately $3,379,162 in proceeds.  The Company is
registering shares of common stock on behalf of the selling
stockholders.  The Company is bearing all of the expenses in
connection with the registration of the shares of common stock, but
all selling and other expenses incurred by the selling
stockholders, including commissions and discounts, if any,
attributable to the sale or disposition of the shares will be borne
by them.

The selling stockholders and intermediaries through whom such
securities are sold may be deemed "underwriters" within the meaning
of the Securities Act of 1933, as amended, with respect to the
securities offered hereby, and any profits realized or commissions
received may be deemed underwriting compensation.

In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 of the Securities Act may be
sold under Rule 144 rather than pursuant to this prospectus.

The Company's common stock is quoted on the OTCQB Market under the
symbol "MKGI".  The closing price for our common stock on Nov. 2,
2017, was $2.44 per share.

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

                    https://is.gd/p3L2cN

                        About Monaker

Headquartered in Weston, Florida, Monaker Group, Inc., formerly
known as Next 1 Interactive, Inc. -- http://www.monakergroup.com/
-- operates online marketplaces for the alternative lodging rental
industry and facilitate access to alternative lodging rentals to
other distributors.  Alternative lodging rentals (ALRs) are whole
unit vacation homes or timeshare resort units that are fully
furnished, privately owned residential properties, including homes,
condominiums, apartments, villas and cabins that property owners
and managers rent to the public on a nightly, weekly or monthly
basis.  The Company's marketplace, NextTrip.com, unites travelers
seeking ALRs online with property owners and managers of vacation
rental properties located in countries around the world.  As an
added feature to the Company's ALR offering, the Company also
provides access to airline, car rental, hotel and activities
products along with concierge tours and activities, at the
destinations, that are catered to the traveler through its
Maupintour products.

LBB & Associates Ltd. LLP, in Houston, Texas, stated in its report
on the Company's consolidated financial statements for the year
ended Feb. 28, 2017, that the Company's accumulated deficit and
limited financial resources raise substantial doubt about the
Company's ability to continue as a going concern.

Monaker reported a net loss of $7.10 million on $400,277 of
revenues for the year ended Feb. 28, 2017, compared to a net loss
of $4.55 million on $544,658 of revenues for the year ended Feb.
29, 2016.  As of Aug. 31, 2017, Monaker had $6.50 million in total
assets, $4.49 million in total liabilities and $2.01 million in
total stockholders' equity.


MONTCO OFFSHORE: Falcon USA Buying All Assets for $132M Credit Bid
------------------------------------------------------------------
Montco Offshore, Inc. ("MOI") and Montco Oilfield Contractors, LLC
("MOC") ask the U.S. Bankruptcy Court for the Southern District of
Texas to authorize proposed bidding procedures in connection with
the sale of substantially all of assets of MOI to Falcon Global
USA, LLC for a  $131,099,286 credit bid plus the release of the
liabilities arising under the DIP facility and first lien facility
equal to the amount of the credit bid, subject to overbid.

A hearing on the Motion is set for Dec. 4, 2017 at 3:00 p.m. (CT).
The objection deadline is Dec. 1, 2017 at 4:00 p.m. (CT).

In an effort to ensure a consensual restructuring of both estates,
MOI and MOC, with support from the Stalking Horse's parent entity,
engaged in extensive discussions with the counsel to the Committee
to negotiate and memorialize a settlement regarding the treatment
of MOI's and MOC's creditors.  The resulting Plan comprised chapter
11 plans of reorganization and liquidation for MOI and MOC,
respectively, which proposed to provide unsecured creditors with a
significant opportunity for recovery.

On Sept. 26, 2017, the Debtors filed chapter 11 plans of
reorganization and liquidation and a disclosure statement in
connection therewith.  The Plan contemplated the creation of a
special purpose joint venture, Falcon Global Holdings, LLC ("Falcon
JV"), and a wholly owned subsidiary of Falcon JV, Falcon USA, to
own, hold, and operate the assets of MOI contributed thereto and
additional assets contributed thereto by SLH, in each case,
pursuant to the terms and conditions of the Prior Proposed
Transaction.  

The Plan further contemplated that Falcon JV would receive
contributions from each of MOI and SLH, a subset of which would
then be contributed to Falcon USA, with approximately 70% of the
equity ownership in Falcon JV held by SLH and approximately 30% of
the equity ownership in Falcon JV held by MOI from and after the
effective date of the Plan.

The need for a prompt sale process is driven, in large part, by
MOI's severe liquidity crisis.  As the Debtor's recently filed
Monthly Operating Report reflects, its cash position continues to
decline, as does its availability under the DIP Facility, which
will need to be further drawn down shortly for the Debtor to
continue to meet its administrative obligations.  At this point,
given the risk of loss to litigate the Asserted Maritime Lien
Claims and the associated withdrawal of support for the Plan from
certain of the Debtor's key constituencies, the only
value-maximizing path forward is the presently proposed process.

During recent weeks, MOI and its advisors engaged in discussions
and preliminary negotiations with the Stalking Horse and JPMorgan
Chase Bank, N.A., as administrative agent under MOI's prepetition
First Lien Facility and DIP financing facility, regarding the terms
for the Stalking Horse Bid for substantially all of MOI's assets.
The result of the Debtor's efforts is that the Stalking Horse is
willing to enter into the Proposed Transaction.  The Proposed
Transaction with the Stalking Horse constitutes the best offer
currently available for the Purchased Assets.

The parties are working diligently to memorialize the terms and
conditions of the Purchase Agreement, which the Debtor expects to
file as soon as possible after the date of the Motion and in
advance of the hearing on the Motion.

The material terms of the Purchase Agreement will include these
salient terms:

     a. Purchase Price: The purchase price for the Purchased Assets
will be: (i) $131,099,286.35 ("Credit Bid Amount"), representing
the expected outstanding obligations and indebtedness of MOI under
the DIP Facility and the First Lien Credit Agreement, and (ii) the
release of the liabilities arising under the DIP Facility and First
Lien Credit Agreement equal to the Credit Bid Amount.

     b. Purchased Assets: Substantially all of MOI's assets and
properties used or held for use in its business, wherever located
and whatever kind and nature, tangible or intangible, including,
but not limited to, the MOI Vessels, capital spares, all promissory
notes and commercial accounts receivable of MOI, customer account
information, licenses, permits, personal and intellectual property,
goodwill, going concern value, state and common law claims, and
causes of action that previously belonged to MOI or its estate.

     c. Closing & Closing Date: The closing of the Proposed
Transaction will occur on a date that is as soon as practicable
after
the Auction Date, but no later than 60 days after the issuance of
the Sale Order, unless otherwise agreed by Falcon USA and the
Debtor.

     d. Assumed Liabilities:  Falcon USA will not assume any
liabilities or obligations of the Debtor, except for the following:
(i) liabilities related to the Purchased Assets arising on and
expressly set forth in the Purchase Agreement; (ii) any cure
amounts under any assumed contracts; (iii)  wind-down expenses of
MOI allocated to (and agreed upon by) Falcon USA under the
Liquidating Plan and Budget, which amount of wind-down expenses
will be paid using, and will in no event exceed an amount equal to,
the aggregate amount of commercial accounts receivable included in
the Purchased Assets and actually collected and received by Falcon
USA; and (iv) any other liabilities as specifically set forth in
the Purchase Agreement.

     e. Break-Up Fee & Expense Reimbursement: The Break-Up Fee will
be 3% of the Credit Bid Amount.  The Expense Reimbursement to
Falcon USA is subject to an aggregate cap of $1 million.

In the exercise of its business judgment, MOI believes that it is
in the best interests of its estate to subject the proposed
transactions with the Stalking Horse to an open-market bidding
process to ensure that maximum value is received for its business
and assets.  To that end, MOI asks authority to solicit competing
offers for the Purchased Assets.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Dec. 14, 2017 at 4:00 p.m. (CT)

     b. Partial Bid: The Bid (i) has a value greater than
$136,132,265 and (ii) proposes an alternative transaction that
provides substantially similar or better terms than the Proposed
Transaction.

     c. Deposit: Not less than 5% of the total consideration
provided under the Bid

     d. Auction: Dec. 15, 2017 at 10:00 a.m. (CT)

     e. Minimum Bid Increments: $100,000

     f. Sale Hearing: Dec. 19, 2017 at 3:00 p.m. (CT)

     g. Stalking Horse Objection Deadline: Dec. 15, 2017 at 10:00
p.m. (CT)

     h. Deadline to Object to the Sale of the Purchased Assets to
the Winning Bidder: Dec. 18, 2017 at 4:00 p.m. (CT)

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

     http://bankrupt.com/misc/Montco_Offshore_637_Sales.PDF

The Debtor proposes to sell the Purchased Assets free and clear of
all liens, claims, encumbrances, and other interests.  In
connection with the proposed sale of the Debtor's assets, MOI may
assume and assign any executory contacts or unexpired leases
included in the Winning Bidder's purchase agreement.  To facilitate
the assumption and assignment of any transferred contacts, the
Debtor asks that the Court finds all anti-assignment provisions of
the applicable transferred contracts to be unenforceable under
section 365(f) of the Bankruptcy Code.

                    About Montco Offshore

Based in Galliano, Louisiana, Montco Offshore, Inc. --
http://www.montco.com/mo-- was founded by the Orgeron family in  
1948.  For more than 60 years, the Company has served the offshore
energy industries with crew boats, ocean-going tugs, deck barges,
supply boats, and liftboats. Currently, Montco specializes in
liftboats ranging in size from 235 feet to 335 feet which provide
the best quality and safety of service for customers requiring
versatile elevated vessels/work-platforms.  Montco has total fleet
of six vessels includes (a) two 335' class liftboats, known as (i)
"Robert," which was unveiled in the first quarter of 2012, and
(ii)
"Jill," which was completed in 2014; (b) two 245' class liftboats,
known as (i) "Kayd," which was completed in 2006, and (ii)
"Myrtle;" which was completed in 2002; and (c) two 235' class
liftboats, each completed in 2009, known as (i) "Paul," and (ii)
"Caitlin."

Montco Offshore, Inc., and its affiliate Montco Oilfield
Contractors, LLC, filed separate Chapter 11 petitions (Bankr. S.D.
Tex. Lead Case No. 17-31646) on March 17, 2017. The petitions were
signed by Derek C. Boudreaux, the CFO.

As of the Petition Date, on a book basis, Montco Offshore had an
aggregate of approximately $265 million in total assets and
approximately $136 million in total liabilities.  MO Contractors
had approximately $84 million in total assets (which are mostly
made up of receivables) and approximately $126 million in total
liabilities.

As of the Petition Date, the Debtors estimated that $5.3 million
was due and owing to holders of prepetition trade claims against
MO
Contractors, and $75 million was due and owing to holders of
prepetition trade claims against MO Contractors, not including the
intercompany obligations.

The cases are assigned to Judge Marvin Isgur.

DLA Piper LLP (US) is serving as the Debtors' bankruptcy counsel,
with the engagement led by Vincent P. Slusher, Esq., David E.
Avraham, Esq., and Adam C. Lanza, Esq. Blackhill Partners, LLC, is
the Debtors' financial advisor and investment broker, with Joe
Stone, Todd Heinz, and Tripp Ballard leading the engagement.  BMC
Group, Inc., is the claims and noticing agent.

On March 29, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  Porter Hedges LLP is
serving as counsel to the Creditors Committee, with the engagement
led by John F Higgins, IV, Joshua W. Wolfshohl, and Eric Michael
English.

On Sept. 26, 2017, the Debtors filed chapter 11 plans of
reorganization and liquidation and a disclosure statement in
connection therewith.


MONTFORT HOUSING: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: Montfort Housing Limited Partnership
        15 Shaker Road, Suite B
        Gray, ME 04039

About the Company: Based in Gray, Maine, Montfort Housing Limited
                   Partnership is a privately held business.

Chapter 11 Petition Date: November 27, 2017

Case No.: 17-20632

Court: United States Bankruptcy Court
       Maine (Portland)

Judge: Hon. Peter G Cary

Debtor's Counsel: George J. Marcus, Esq.
                  MARCUS CLEGG
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  Email: bankruptcy@marcusclegg.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kevin J. McCarthy, manager.

The Debtor lists Stanford Management as its sole unsecured creditor
holding a claim of $6,873.

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

           http://bankrupt.com/misc/meb17-20632.pdf


MOUNTAIN PROVINCE: Fitch Assigns B Long-Term IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'B' to Mountain Province Diamonds Inc. (MPV). Fitch
has also assigned a 'BB-/RR2' to the new USD350 million senior
secured second lien notes due 2022 and a 'BB'/'RR1' to the USD50
million senior secured first lien revolving credit facility.
Proceeds of the notes will be used together with cash on hand to
repay amounts due under the project finance loan facility and
amounts payable to De Beers Canada Inc. (DBC) in connection with
sunk costs. The Rating Outlook is Stable.

The revolver and notes are to be guaranteed by each of MPV's
subsidiaries and secured by MPV's assets including diamond
inventories, equity in subsidiaries and a lien on MPV's interests
in the joint venture property (MPV's JV Interests). The lien on
MPV's JV Interests will be senior to DBC's security in MPV's JV
Interest which secures certain obligations under the joint venture
agreement except with respect to DBC's right to dilute MPV's JV
Interest in the event of default in payment of joint venture
expenses and any related encumbrances. There are to be restrictions
on borrowing and asset pledges at the JV level thereby reducing the
risk of structural subordination.

The ratings reflect the issuer's small size, concentrated
operations, cash flow tail dependant on recovery in the rough
diamond market, development or mine life extension, industry
concentration, low financial leverage, strong margins, negligible
country risk, and expectations for positive free cash flow over the
tenor of the notes. The Stable Outlook reflects Fitch's view that
the issuer will accumulate sufficient FCF to repay the notes.

KEY RATING DRIVERS

Concentration/Short Operating History: MPV's sole asset is a 49%
interest in the Gahcho Kue Diamond Mine, 51% owned and operated by
DBC, a member of the De Beers Group. The mine was opened in
September 2016 and was completed in June 2017 and thus has one
quarter of operating history. The short operating history is
mitigated by the De Beers Group's long track record, dominance in
rough diamond sales and production, and DBC's successful track
record developing and operating the Victor surface diamond mine in
Canada.

Declining Production Profile after 2020: Production is expected
peak in 2020 at roughly 3.2 million carats (MPV's share) and then
to tail off to roughly 2 million carats (MPV's share) beginning in
2023. Absent stronger pricing dynamics, mine extensions or new
development, cash flow declines strongly post 2022. The Southwest
Corridor, between the 5034 and Hearne pipes, is being explored to
consider whether a resource can be identified with initial results
anticipated in early 2018. Evaluation of the grade of the west lobe
of the 5034 pipe is underway with results anticipated in early
2018. Additional development would be beneficial to the production
profile and may support refinancing a portion of the notes.

Diamond Market Dynamics: The issuer is a relatively small rough
diamond producer in a market dominated by De Beers Group (37%) and
ALROSA (25%); the top five producers control 83% of the global
market. On a reserve basis, the issuer ranks seventh. In a demand
contraction, larger producers tend to manage supply while a smaller
producer consistently offer its product to customers since it is
unlikely to impact price. The market benefits from expectations of
deficits on the back of declining production and the relatively
small portion of the final jewellery prices accounted for by rough
diamond prices. Recent pricing trends indicate that the rough
diamond prices have stabilized.

Strong Margins: Relatively high grade contributes to relatively low
costs per carat. Fitch expects MPV's cash costs per carat to be
USD34/ct on average through 2022 compared with the 2016 global
median of over USD110/ct. Costs per carat are expected to increase
with the ramp up of new deposits and but remain under USD50/ct on
average before 2022. Assuming no further deterioration in rough
diamond prices, EBITDA margins should average about 50% through
2022.

Modest Financial Leverage: At the end of 2018, Fitch expects total
debt-to-EBITDA to be about 2.4x and for net leverage to decline
with strong earnings and accumulation of cash in advance of the
maturity of the notes. Fitch believes this leverage profile helps
mitigate the limitations of the current mine plan given declining
production and risks associated with market prices, size and
concentration.

Recovery Rationale: The recovery analysis assumes that MPV would be
considered a going concern in bankruptcy and that the company would
be reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim in the recovery analysis given that
environmental claims would be satisfied by letters of credit
provided by DCB, the mine operator.

MPV's recovery analysis assumes default occurs in 2021/2022 as a
result of insufficient cash build and/or mine life extensions in
advance of pending negative free cash flows as mining completes at
key operations. A slide in diamond prices, higher than expected
operating expenses, or higher than expected capital expenditures
could generate this result. In that case, the company would have
difficulty repaying or refinancing the USD325 million notes. At
that time, cash flows are still strong and the owner of the
interests in the mine would have the ability to invest in
operations.

Fitch applies EBITDA multiples that range from 4.5x-6.0x for metals
and mining names to reflect the cyclical nature of commodities
prices. Defaults tend to occur in a low price environment when
likely asset buyers are also tight on cash and financial markets
are risk adverse affecting valuations. MVP's sole asset is its 49%
interest in the Gahcho Kue diamond mine. The multiple at the low
end of the range reflects the short operating history, and
concentration in one asset and one commodity, and the state of the
rough diamond market at low prices, historically, although supply
is rationalizing.

Fitch generally assumes a fully drawn revolver and although the
company is assumed to be generating cash at the time of default, it
is likely that the revolver would be drawn to provide liquidity
during a restructuring.

Fitch estimates full recovery prospects for the revolver lenders
based on priority in the collateral and rates the facility
'BB'/'RR1' or three notches above MPV's 'B' IDR. Fitch calculates
the recovery prospects for the second lien notes in the 71%-90%
range, which results in the notes being rated two notches above the
IDR at 'BB-'/'RR2'.

DERIVATION SUMMARY

MPV's 'B' IDR reflects its smaller size, limited operating history,
and smaller share of the rough diamond market relative to Northwest
Acquisitions ULC at 'BB-' and PJSC ALROSA at 'BB+'. The 'B' IDR
also reflects the company's concentration in diamonds, single site
currently in operation, secured capital structure, and financial
leverage relative to better rated, small, more diversified,
precious metals peers Compania de Minas Buenaventura S.A.A. at
'BBB-' and Hochschild Mining Plc at 'BB+'. Fitch anticipates FFO
adjusted leverage of 2.4x for MPV and less than 1.5 for Northwest
Acquisitions ULC, ALROSA, Buenaventura and Hochschild, as of the
end of 2018.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:
-- Diamond prices average about USD72/ct. and costs average about

    USD34/ct.
-- Capex and production at plan.
-- No additional development activity is assumed.
-- No dividends, share repurchases or asset sales are assumed.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action (not anticipated over the next 12-18
months)
-- Expectations of improved production profile from additional
    reserves at similar grade.
-- Expectations of free cash flow generation on average beyond
    2022.
-- FFO net leverage expected to be sustainably below 2x-2.5x.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Failure of the diamond market to stabilize.
-- Expectations of sustainably negative free cash flows after
    2021 if performance before 2021 deteriorates materially from
    plan.
-- FFO net leverage expected to be above 3.5x.

LIQUIDITY

Sufficient Liquidity: Cash on hand, pro forma for repaying the
project finance loan, should be at least CAD60 million and the US50
million (CAD63 million) revolver should be fully available. In
addition, Fitch expects MVP to generate and accumulate FCF through
2022. Cash on hand and revolver availability should support
inventory builds prior to diamond sales and capex.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings to Mountain Province
Diamonds Inc.:

-- IDR 'B';
-- First lien senior secured revolving credit facility
'BB'/'RR1';
-- Senior secured second lien notes 'BB-'/'RR2'.

The Rating Outlook is Stable.


MOUNTAIN PROVINCE: Moody's Assigns B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Mountain
Province Diamonds Inc., consisting of a B3 corporate family rating
(CFR), a B3-PD probability of default rating (PDR), a B3 second
lien secured rating and an SGL-2 liquidity rating. The ratings
outlook is stable.

Mountain Province's proposed financing is comprised of a US$50
million first lien secured revolving facility and US$325 million of
second lien notes due 2022. Proceeds will be used to refinance an
existing US$357 term facility and a CAD$48 million loan.

Assignments:

Issuer: Mountain Province Diamonds Inc.

-- Corporate Family Rating, Assigned B3

-- Probability of Default Rating, Assigned B3-PD

-- Second Lien Secured Notes, Assigned B3(LGD4)

Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: Mountain Province Diamonds Inc.

-- Outlook, Assigned Stable

RATINGS RATIONALE

Mountain Province Diamond Inc.'s B3 CFR is driven by concentration
risk (only produces diamonds, at one mine site), very small
relative production (3 million carats/year), a limited operating
track record (commercial production began March 2017), its position
as a new global marketer of rough diamonds, the expected
variability of mined grades (size, quality, colour), reduced
diamond pricing in recent years, the opaqueness of diamond pricing,
including the managed supply-demand characteristics of this luxury
good, and De Beers Canada's mixed operating track record in Canada.
Providing support to the ratings is a favorable mining jurisdiction
(Canada) and expected conservative financial policies with adjusted
debt/EBITDA of 2.5x in 2018.

The company will have good liquidity (SGL-2), which includes an
expected cash balance of about CAD $28 million and an undrawn US$50
million first lien secured credit facility (matures 2020),
following the completion of the proposed financing. Covenants
include maximum total debt to EBITDA of 4.5x with a step down to 4x
in 2020, and minimum EBITDA interest coverage of 2.25x, and Moody's
expects the company will be in compliance over the next year.
Moody's also expect Mountain Province to generate positive free
cash flow of about CAD$70 million in fiscal 2018.

The stable outlook reflects Moody's expectation that Mountain
Province will maintain its leverage below 3x and will generate
positive free cash flow now that the mine is commercially operating
and the company is establishing its marketing and diamond sales
practices.

The CFR could be upgraded to B2 if Mountain Province is able to
demonstrate a track record of consistent operations and successful
diamond sales, generate positive free cash flow and maintain
adjusted debt/EBITDA towards 2x (2.5x expected in 2018).

The CFR could be downgraded to Caa1 if there is a deterioration in
margins, such that adjusted EBIT margins were likely to be
sustained below 15% (60% at Q3/17), likely due to a deterioration
in diamond prices, lower mined grades, or operational challenges,
or if the company sees a deterioration of its liquidity profile.

The principal methodology used in these ratings was Global Mining
Industry published in August 2014.

Mountain Province Diamonds Inc. is a public-traded company that
owns 49% of a joint venture with 51%-owner De Beers Canada in the
Gahcho Kué diamond mine located in Canada's Northwest Territories,
which reached commercial production in March, 2017. De Beers Canada
operates the mine and each company markets their share of rough
diamond production.



MOUNTAIN PROVINCE: S&P Assigns Preliminary 'B-' Corp. Credit Rating
-------------------------------------------------------------------
S&P Global Ratings said it assigned its 'B-' preliminary long-term
corporate credit rating to Canada-based Mountain Province Diamonds
Inc. The outlook is stable.

S&P said, "At the same time, S&P Global Ratings assigned its 'B-'
preliminary issue-level rating and '3' preliminary recovery rating
to the company's proposed US$325 million second-lien senior secured
notes. The '3' recovery rating reflects our expectation of
meaningful (50%-70%; rounded estimate 60%) recovery prospects in
the event of default.

"Final ratings will depend on our receipt and satisfactory review
of final transaction documentation, and successful execution of the
financing. If the terms of the executed financing documentation
depart from materials we have reviewed, we reserve the right to
withdraw or amend our ratings. Potential changes include, but are
not limited to, the use of proceeds, maturity, size, financial and
other covenants, and the security and ranking of the notes and
revolving facility."

The rating on MPV primarily reflects the company's limited product
and asset diversity, and exposure to volatility in rough diamond
prices. MPV derives its cash flow and profitability exclusively
from its 49% interest in the Gahcho Kue mine in Canada's Northwest
Territories. The high-grade diamond mine is operated by the
company's joint venture partner, De Beers Canada (51% interest),
and achieved commercial production in March 2017. S&P said, "We
also incorporate the nascent stage of operations of the mine into
our ratings, which we believe could contribute to material
variability in our estimated credit measures. In our view, the
dependence on a single asset and commodity exposes MPV to operating
issues, geological risk, and volatility in diamond prices."

S&P said, "The stable outlook reflects our expectation that MPV can
maintain FFO-to-debt above 20% over the next year, based primarily
on our expectation for production and grades that are relatively in
line with run-rate levels achieved in third-quarter 2017 and stable
rough diamond prices. We estimate the company will maintain stable
debt levels over this period and improve liquidity from positive
free cash flows."

A downgrade could occur if MPV's liquidity position deteriorated
such that it would limit the company's ability to service interest
and sustaining capital spending requirements. In this scenario, S&P
would expect a significant decline in rough diamond prices,
lower-than-expected production due to lower grades, or unexpected
operational issues at its mine, and would view the company's
capital structure unsustainable.

S&P said, "Although it's unlikely over the next 12 months, we could
consider an upgrade if we believe the company can generate and
sustained an adjusted FFO-to-debt ratio above 30% while generating
positive free cash flows and maintaining stable debt levels. At the
same time, we would also expect MVP to improve its operating
breadth, likely from investments that do not lead to higher
leverage."


NAVIDEA BIOPHARMACEUTICALS: Widens Net Loss to $1.4M in Q3
----------------------------------------------------------
Navidea Biopharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.38 million on $223,669 of total revenue for the
three months ended Sept. 30, 2017, compared to a net loss of
$59,536 on $1.82 million of total revenue for the three months
ended Sept. 30, 2016.

For the nine months ended Sept. 30, 2017, the Company reported net
income of $79 million on $1.41 million of total revenue compared to
a net loss of $10.42 million on $3.93 million of total revenue for
the same period in 2016.

As of Sept. 30, 2017, Navidea had $22.60 million in total assets,
$6.59 million in total liabilities and $16.01 million in total
stockholders' equity.

Cash balances increased to $4.6 million at Sept. 30, 2017 from $1.5
million at Dec. 31, 2016.  The net increase was primarily due to
net cash received for the Asset Sale to Cardinal Health 414, offset
by payments made on the CRG and Platinum debts and investments in
available-for-sale securities coupled with cash used to fund its
operations.

All of the Company's material assets were pledged as collateral for
its borrowings under the CRG Loan Agreement.  In addition to the
security interest in its assets, the CRG Loan Agreement carried
covenants that imposed significant requirements on the Company.  An
event of default entitled CRG to accelerate the maturity of its
indebtedness, increase the interest rate from 14% to the default
rate of 18% per annum, and invoke other remedies available to it
under the loan agreement and the related security agreement.

According to the Company, "Based on our current working capital and
our projected cash burn, including the potential for the Company to
pay up to an additional $7 million to CRG depending upon the
outcome of the Texas litigation, management believes that the
Company will be able to continue as a going concern for at least
twelve months following the issuance of this Quarterly Report on
Form 10-Q.  Our projected cash burn also factors in certain cost
cutting initiatives that have been implemented and approved by the
board of directors, including reductions in the workforce and a
reduction in facilities expenses.  Additionally, we have
considerable discretion over the extent of development project
expenditures and have the ability to curtail the related cash flows
as needed.  We believe all of these factors are sufficient to
alleviate substantial doubt about the Company's ability to continue
as a going concern.

"We will continue to evaluate our time lines, strategic needs, and
balance sheet requirements. There can be no assurance that if we
attempt to raise additional capital through debt, royalty, equity
or otherwise, we will be successful in doing so on terms acceptable
to the Company, or at all.  Further, there can be no assurance that
we will be able to gain access and/or be able to execute on
securing new sources of funding, new development opportunities,
successfully obtain regulatory approval for and commercialize new
products, achieve significant product revenues from our products,
or achieve or sustain profitability in the future."

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

                    https://is.gd/w7IniE

                       About Navidea

Navidea Biopharmaceuticals, Inc., is a biopharmaceutical company
focused on the development and commercialization of precision
immunodiagnostic agents and immunotherapeutics.  Navidea is
developing multiple precision-targeted products based on its
Manocept platform to help identify the sites and pathways of
undetected disease and enable better diagnostic accuracy, clinical
decision-making, targeted treatment and, ultimately, patient care.

Navidea reported a net loss of $14.30 million in 2016, a net loss
of $27.56 million in 2015, and a net loss of $35.72 million in
2014.


NAVILLUS TILE: Wants to Obtain $135MM Financing From Liberty Mutual
-------------------------------------------------------------------
Navillus Tile Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to obtain $135 million in
postpetition secured financing from Liberty Mutual Insurance
Company.

The Debtor asserts that it has an immediate need to obtain the DIP
Facility to, among other things, demonstrate its willingness and
ability to continue to perform, and to actually continue to
perform, work in connection with its construction projects to all
other obligees under the bonded contracts and its counterparties on
the non-bonded projects.

The DIP financing agreement will terminate upon the later to occur
of: (a) the effective date of a confirmed plan in the Chapter 11
case; or (b) the date of indefeasible payment in full of all
obligations due under the DIP Financing Agreement; but in any event
not later than one year from the Effective Date of the DIP
Financing Agreement, unless otherwise extended in writing by the
parties thereto.

Any disbursement from the DIP Facility is subject to Liberty's
approval, which approval will not be withheld unless a DIP
Financing Default has occurred.  Disbursements from the DIP
Facility will be used for costs associated with the Bonded Projects
and for the permitted uses.

There are no other limitations on Liberty's funding obligations.

Any of the following occurring after the Effective Date of the
Financing Agreement that have not been cured by Navillus within
three business days of receipt of written notice from Liberty will
constitute a DIP financing default as to a particular Bonded
Project or as otherwise set forth herein:

     -- Liberty determines that Navillus has abandoned the Bonded
        Project or has willfully refused to perform the Bonded
        Project in a material respect;

     -- an obligee of the performance bond relative to the Bonded
        Project provides notice of an intent to declare Navillus   
     
        to be in default and/or to terminate the Bonded Contract
        for default (or to terminate Liberty under any Takeover
        Agreement relative to a Bonded Project);

     -- Navillus rejects the Bonded Contract in its Chapter 11
        proceeding or the Court enters a final order that
        precludes or prevents Navillus from assuming the Bonded
        Contract;

     -- Liberty determines that Navillus has experienced a
        material adverse change in its operations that cannot be
        cured by a disbursement(s) from the DIP Facility, which
        will constitute a DIP Financing Default as to all Bonded
        Projects; and

     -- Navillus' bankruptcy proceeding is converted from Chapter
        11 to Chapter 7.

The occurrence of a DIP Financing Default on a particular Bonded
Project only provides Liberty with sole discretion regarding future
funding with respect to that that particular Bonded Project.

The loan will have an interest rate of 3.0% and a default rate of
9.0%.

There are no letter of credit fees, commitment fees or other fees
under the DIP Facility.

Pursuant to the Indemnity Agreements and the Financing Agreement,
the costs and expenses of Liberty, including its professionals, are
recoverable under the Indemnity Agreements.  Additionally, certain
of those costs will be paid to Liberty pursuant to an initial
collateral Deposit Agreement entered into between Liberty and
Indemnitors other than Navillus.

Subject to the Liberty carve-out, Navillus grants to Liberty, as
security for the DIP Loan Obligations, these priorities, security
interests and liens:

     -- pursuant to Section 364(c)(l) of the U.S. Bankruptcy Code,

        the DIP Loan Obligations will constitute an allowed
        superpriority claim against Navillus with priority over
        any and all administrative expense claims;

     -- pursuant to Section 364(c)(2) of the Bankruptcy Code, the
        DIP Loan Obligations are secured by a first priority,
        perfected and indefeasible post-petition lien on and
        security interest in all of Navillus' assets directly
        related to the Bonded Contracts, except for the equipment.

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

           http://bankrupt.com/misc/nysb17-13162-57.pdf

                       About Navillus Tile

Navillus Tile Inc., is one of the largest subcontractors and
general contractors in New York, specializing as a high-end
concrete and masonry subcontractor on large private and public
construction projects in the New York metropolitan area.  Navillus
works closely with many of New York's most prominent architects,
builders, owners, government agencies and institutions and is
pre-qualified by numerous commercial and government agencies.

Navillus operates its business from a midtown Manhattan
headquarters which it has leased since 2015.

Donal O'Sullivan, which founded the business with his brothers, is
the sole director, president and chief executive officer of
Navillus.

Navillus Tile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 17-13162) on Nov. 8, 2017, estimating $100 million to $500
million in assets and debt.   Judge Sean H. Lane is the case judge.
Cullen and Dykman LLP is the Debtor's counsel.


NEW TRIDENT: Moody's Lowers CFR to Caa3; Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded New Trident Holdcorp, Inc.'s
Corporate Family Rating (CFR) to Caa3 from Caa1 and its Probability
of Default Rating (PDR) to Caa3-PD from Caa1-PD. Actions on rated
debt instruments are detailed below.

The following ratings were downgraded:

New Trident Holdcorp, Inc.

Corporate Family Rating to Caa3 from Caa1

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

Senior Secured 1st Lien Term Loan to Caa2 (LGD 3) from B3 (LGD 3)

Senior Secured Revolving Credit Facility to Caa2 (LGD 3) from B3
(LGD 3)

Secured 2nd Lien Term Loan to Ca (LGD 5) from Caa3 (LGD 5)

The rating outlook is negative

RATINGS RATIONALE

The downgrade primarily reflects the company's severe liquidity
situation, the very high refinancing risk, and increased leverage
beyond Moody's previous expectations. The company has funded cash
outflows with borrowings under its $70 million revolving credit
facility. As of September 30, 2017, the company had fully drawn its
revolving facility and will need to tap new sources of liquidity in
order to maintain operations. The cash outflows are a result of
weak earnings as well as a build up in accounts receivables
following difficulty converting to a different billing system. New
Trident's leverage has increased beyond Moody's previous
expectations and its adjusted debt/EBITDA leverage is currently in
excess of nine times. The company's total net leverage ratio now
exceeds 7.5x -- the maximum level permitted within the leverage
covenant in its bank credit facilities. This will become a breach
under the facilities following the cure period which ends on
November 29th. Given New Trident's operating difficulties and near
term debt maturities, Moody's expects the company to restructure
its borrowings in the next 3-6 months. This may well involve a
transaction which Moody's deems a distressed exchange, and hence a
default.

The negative outlook reflects the risk that the company will not be
able to drive earnings and cash flow improvements over the next few
quarters. Moody's expects that negative trends in utilization rates
will persist as key customers, such as skilled nursing facilities,
are seeing declining occupancy rates. This will put further
pressure on the company's leverage in the next 6-12 months.

Offsetting these weaknesses, in the ratings Moody's considers the
company's leading position as the largest mobile diagnostic imaging
company and breadth of product offerings. The ratings also reflect
Moody's expectations that actions implemented by management to
improve collections will improve cash flow.

Ratings could be further downgraded if the probability of a default
rises.

Ratings could be upgraded if the company improves earnings in the
face of structural pressures afflicting its key customers and
meaningfully improve liquidity.

New Trident Holdcorp. Inc., is a 100% owned financing subsidiary of
Trident Holding Company, LLC. Trident Holding Company LLC, through
its principal operating subsidiary TridentUSA Health Services,
provides outsourced ancillary healthcare and clinical services.
These include mobile x-ray, ultrasound, teleradiology, mobile
clinical and laboratory services to skilled nursing facilities,
assisted living, home healthcare, hospice and correctional markets.
Trident Holding Company LLC is owned by private equity sponsors
Formation Capital, Audax Group, and Revelstoke Capital Partners.

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


NEWALTA CORP: Moody's Affirms Caa1 CFR & Revises Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service affirmed Newalta Corporation's Caa1
Corporate Family Rating (CFR), Caa1-PD Probability of Default
Rating, Caa2 senior unsecured notes rating and SGL-3 Speculative
Grade Liquidity Rating. Moody's also changed Newalta's outlook to
stable from negative.

"Newalta's change in outlook reflects somewhat improving credit
metrics in 2018 driven by an expectation of better asset
utilization and reduced costs," said Paresh Chari, Moody's
AVP-Analyst.

Outlook Actions:

Issuer: Newalta Corporation

-- Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Newalta Corporation

-- Probability of Default Rating, Affirmed Caa1-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-3

-- Corporate Family Rating, Affirmed Caa1

-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2(LGD4)

RATINGS RATIONALE

Newalta Corporation's Caa1 Corporate Family Rating (CFR)
predominantly reflects Moody's expected high leverage in 2018 (6x)
and weak EBITDA to interest coverage (2x in 2018) caused by the
impact of weak oilfield services industry conditions, the company's
small size within the broader oilfield services and waste
management industries, and direct exposure to commodity prices.
Drilling and completion activity levels have rebounded in 2017 from
very weak levels in 2016, but the slow recovery is hampering
Newalta's ability to improve. The rating also considers Newalta's
presence in SAGD sites that provides steadier revenue, regulatory
permits and technological expertise that provide competitive
advantages, and a long-standing customer base.

Newalta's SGL-3 reflects adequate liquidity. At September 30, 2017
Newalta had minimal cash and C$60 million available (after C$26
million in letters of credit) under its C$150 million secured
revolver due July 2019. Moody's expect around breakeven free cash
flow through 2018. Compliance under the two covenants is expected
to be adequate through this period. Newalta's senior unsecured
debentures mature in 2019 and 2021. Alternate liquidity is somewhat
limited by the fact that all of the assets are pledged to the
secured revolving credit facility lenders.

In accordance with Moody's Loss Given Default (LGD) Methodology,
both the C$125 million and C$150 million senior unsecured
debentures are rated Caa2, which is one notch below the Caa1
Corporate Family Rating due to the priority-ranking C$150 million
secured revolving credit facility.

The stable outlook reflects Moody's view that Newalta's weak
leverage metrics will remain steady and not deteriorate through
2018.

The ratings could be upgraded if debt to EBITDA is below 6x, EBITDA
to interest is above 2x and liquidity remained adequate.

The ratings could be downgraded if EBITDA to interest were to trend
towards 1x or if liquidity weakens.

Newalta is a Calgary, Alberta-based oilfield waste management
service provider.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.


NINER INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Niner, Inc.
        2330 E. Prospect Road, Suite A
        Fort Collins, CO 80525

Business Description: Based in Fort Collins, Colorado, Niner is an
                      American bicycle manufacturer.  The company
                      was founded in 2005.  The company also
                      offers several models of cyclocross and
                      adventure-touring bikes.  Visit
                      www.ninerbikes.com for more information.

Chapter 11 Petition Date: November 27, 2017

Case No.: 17-20796

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Thomas B. McNamara

Debtor's Counsel: Matthew T. Faga, Esq.
                  MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
                  1700 Lincoln St., Ste. 4550
                  Denver, CO 80203
                  Tel: 303-318-0120
                  Fax: 303-830-0809
                  Email: mfaga@markuswilliams.com

                    - and -

                  James T. Markus, Esq.
                  MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
                  1700 Lincoln St., Ste. 4550
                  Denver, CO 80203
                  Tel: 303-830-0800
                  Fax: 303-830-0809
                  Email: jmarkus@markuswilliams.com

Debtor's
Financial
Advisor:          W.G. NIELSEN & CO

Total Assets: $9.84 million

Total Liabilities: $7.98 million

The petition was signed by Chris Sugai, president & CEO.

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/cob17-20796.pdf


NORTHERN OIL: Reduces Third Quarter Net Loss to $16.1 Million
-------------------------------------------------------------
Northern Oil and Gas, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $16.08 million on $41.59 million of total revenues for the three
months ended Sept. 30, 2017, compared to a net loss of $45.61
million on $45.10 million of total revenues for the three months
ended Sept. 30, 2016.

For the nine months ended Sept. 30, 2017, Northern Oil reported net
income of $14.65 million on $172.31 million of total revenues
compared to a net loss of $281.16 million on $108.95 million of
total revenues for the same period in 2016.

As of Sept. 30, 2017, Northern Oil had $494.36 million in total
assets, $964.97 million in total liabilities and a total
stockholders' deficit of $470.60 million.

According to Northern Oil, "With cash flow from operations and
existing borrowings, we believe that we will have sufficient cash
flow and liquidity to fund our budgeted capital expenditures and
operating expenses for at least the next twelve months.  Any
significant acquisition of additional properties or significant
increase in drilling activity may require us to seek additional
capital.  We may also choose to seek additional financing from the
capital markets rather than utilize our existing debt facilities to
fund such activities.  We cannot assure you, however, that any
additional capital or replacement capital will be available to us
on favorable terms or at all.

"We continually seek to maintain a financial profile that provides
operational flexibility.  However, as evidenced by the decline in
our realized prices used in our December 31, 2016 reserve report
compared to our December 31, 2015 reserve report, the decrease in
oil, NGL and natural gas prices may have a negative impact on our
ability to raise additional capital and/or maintain our desired
levels of liquidity.  At September 30, 2017, we had $846.1 million
of total debt outstanding, $470.6 million of stockholders' deficit,
and $6.8 million of cash on hand.  Additionally, at September 30,
2017, we had $170.0 million of borrowing availability under our
Revolving Credit Facility.  At December 31, 2016, we had $832.6
million of debt outstanding, $487.4 million of stockholders'
deficit and $6.5 million of cash on hand.

"The significantly lower oil price environment that we have
experienced since late 2014 has substantially decreased our cash
flows from operating activities.  Sustained low oil prices could
significantly reduce or eliminate our planned capital expenditures.
If production is not replaced through the acquisition or drilling
of new wells our production levels will lower due to the natural
decline of production from existing wells.  Reduced production
levels combined with low commodity prices would lower cash flow
from operations and could adversely affect our ability to meet our
debt covenant requirements.  While we were in compliance with our
financial covenants under the Revolving Credit Facility at
September 30, 2017, there is no assurance we will be able to
maintain compliance in the future under existing or new debt
agreements."

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

                    https://is.gd/CDnNh8

                     About Northern Oil

Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana.

Northern Oil reported a net loss of $293.5 million on $144.9
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $975.4 million on $275.05 million of
total revenues in 2015.

                          *     *     *

In March 2017, Moody's Investors Service affirmed Northern Oil and
Gas' 'Caa2' Corporate Family Rating (CFR), the 'Caa2-PD'
Probability of Default Rating (PDR), the 'Caa3' senior unsecured
notes rating, and the SGL-4 Speculative Grade Liquidity (SGL)
rating.  The ratings outlook is negative.  "The affirmation
reflects Moody's expectations that Northern Oil & Gas will continue
to have elevated leverage as it increases capital spending in 2017
to keep production volumes flat," commented James Wilkins, Moody's
Vice President-Senior Analyst.  "The negative outlook reflects the
likelihood that the company's earnings will not recover
sufficiently to meet its financial covenants in the second quarter
2018."

As reported by the TCR on Nov. 16, 2017, S&P Global Ratings raised
its corporate credit rating on Northern Oil and Gas Inc. to
'CCC+' from 'CCC-'.  The outlook is negative.  "The upgrade
reflects our assessment of the company's improving, but still weak
financial measures and liquidity following the capital raised from
the new term loans, and the repayment and termination of the
revolving credit facility, which was due in 2018 ($155 million
outstanding as of Sept. 30, 2017)," S&P said.


OMEROS CORP: Posts Narrower Net Loss of $7.5M in Third Quarter
--------------------------------------------------------------
Omeros Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $7.48 million on $21.65 million of total revenue for the three
months ended Sept. 30, 2017, compared to a net loss of $13.96
million on $11.28 million of total revenue for the three months
ended Sept. 30, 2016.

For the nine months ended Sept. 30, 2017, the Company reported a
net loss of $36.93 million on $51.06 million of total revenue
compared to a net loss of $47.11 million on $28.71 million of total
revenue for the same period last year.

"OMIDRIA revenues sustained their strong growth in the third
quarter and this momentum continues into the current quarter," said
Gregory A. Demopulos, M.D., chairman and chief executive officer of
Omeros.  "We have also made substantial progress across our OMS721
programs -- in addition to our Phase 3 aHUS program, we have a
clear roadmap for the Phase 3 IgA nephropathy trial, including FDA
confirmation of proteinuria as the primary efficacy endpoint, and
compelling data to support our advancing to a Phase 3 program in
stem cell transplant-associated TMA.  Further adding to our
clinical pipeline, OMS527, our PDE7 inhibitor for the treatment of
addictions and compulsive disorders, is on track to enter Phase 1
in the first half of next year."

Total costs and expenses for the three months ended Sept. 30, 2017
were $26.8 million compared to $23.3 million for the same period in
2016.  The increase in the current year quarter was primarily due
to increased third-party manufacturing scale-up costs associated
with OMS721, increased preclinical and development costs as Omeros
continues to advance drug candidates toward the clinic and
increased legal costs associated with the Par lawsuit, which
settled in October 2017 on favorable terms to Omeros.

Interest expense for the three months ended June 30, 2017 was $2.8
million as compared to $2.1 million in the prior year third
quarter.  The increase is due to incremental funds borrowed by the
company in November 2016.

As of Sept. 30, 2017, Omeros had $125.51 million in total assets,
$116.30 million in total liabilities and $9.21 million in total
shareholders' equity.  As of Sept. 30, 2017, the company had $86.8
million of cash and cash equivalents available for operations and
$5.8 million in restricted cash.  The company has the ability, at
its sole discretion, to borrow up to an additional $45.0 million
from its existing lenders through March 21, 2018 subject only to
customary closing conditions.

According to Omeros, "We have had a history of net losses and use
of cash for operations ($36.9 million and $32.1 million,
respectively, for the nine months ended September 30, 2017).  As of
September 30, 2017 we had $86.8 million in cash, cash equivalents
and short-term investments.  In addition, we expect to collect the
$24.6 million of accounts receivable outstanding as of September
30, 2017 and have the ability, at our election and subject to only
customary closing conditions, to borrow an additional $45.0 million
under our Term Loan Agreement, or the CRG Loan Agreement, with CRG
Servicing LLC, or CRG, and the lenders identified therein, on or
prior to March 21, 2018.  We believe our assets and these
incremental sources of funds are adequate to fund our future
financial obligations as they become due through November 9, 2018
regardless of the outcome of the separate-payment status for
Medicare patients treated with our commercial product, OMIDRIA.
This pass-through status for Medicare patients is due to expire on
January 1, 2018.  Therefore we have determined that the conditions
that raised substantial doubt about our ability to meet our
financial obligations as they become due that existed in prior
interim periods do not currently exist. This derived result may
change in the future based on changes in conditions and/or events
impacting our liquidity."

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

                     https://is.gd/y5p0V4

                    About Omeros Corporation

Omeros Corporation -- http://www.omeros.com/-- is a
commercial-stage biopharmaceutical company committed to
discovering, developing and commercializing small-molecule and
protein therapeutics for large-market as well as orphan indications
targeting inflammation, complement-mediated diseases and disorders
of the central nervous system.  The company's drug product OMIDRIA
(phenylephrine and ketorolac injection) 1% / 0.3% is marketed for
use during cataract surgery or intraocular lens (IOL) replacement
to maintain pupil size by preventing intraoperative miosis (pupil
constriction) and to reduce postoperative ocular pain.  In the
European Union, the European Commission has approved OMIDRIA for
use in cataract surgery and other IOL replacement procedures to
maintain mydriasis (pupil dilation), prevent miosis (pupil
constriction), and to reduce postoperative eye pain.  Omeros has
multiple Phase 3 and Phase 2 clinical-stage development programs
focused on: complement-associated thrombotic microangiopathies;
complement-mediated glomerulonephropathies; Huntington's disease
and cognitive impairment; and addictive and compulsive disorders.
The U.S. Food and Drug Administration has granted breakthough
therapy, fast-track and orphan drug designations across a number of
Omeros' clinical programs.  In addition, Omeros has a diverse group
of preclinical programs and a proprietary G protein-coupled
receptor (GPCR) platform through which it controls 54 new GPCR drug
targets and corresponding compounds, a number of which are in
preclinical development.  The company also exclusively possesses a
novel antibody-generating platform.

Ernst & Young LLP, in Seattle, Washington, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that the Company has recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.

Omeros reported a net loss of $66.74 million for the year ended
Dec. 31, 2016, a net loss of $75.09 million for the year ended Dec.
31, 2015, and a net loss of $73.67 million for the year ended Dec.
31, 2014.


PEPPERTREE LAND: Wants to Use Merchants Bank's Cash Collateral
--------------------------------------------------------------
Peppertree Park Villages 9&10, LLC, asks the U.S. Bankruptcy Court
for the Southern District of California to approve its stipulation
with Merchants Bank of Long Beach, a CA Corp for the use of cash
collateral for payment of costs and expenses incurred in the
ordinary course of its business and the management of its assets.

The cash collateral is held in the cash collateral accounts as
follows:

     -- $112,597.12 in the interest account; and
     -- $984,708.97 in the primary account.

The Debtor is seeking authorization to use cash collateral for
working capital and other general purposes in the ordinary course
of its business, including payment of expenses associated with the
planning and development of the real property commonly known as
Units 9 and 10 of Peppertree Park, County of San Diego Tentative
Map 4713, located in Fallbrook, California, and a portion of legal
fees incurred in the Chapter 11 cases in accordance with the terms
of the Stipulation and budget.

The Debtor stipulates that FM Bank has a valid, duly perfected, and
unavoidable first priority security interests in, and first
priority lien upon, the collateral.

As adequate protection, the Debtor will grant replacement liens to
FM Bank on all proceeds of the cash collateral that were subject to
the prepetition liens, to secure an amount of the prepetition
obligations equal to the aggregate diminution in the collateral
occurring from and after the Petition Date, including without
limitation, diminution resulting from use of cash collateral.

As additional adequate protection, to the extent that the aggregate
diminution in value of FM Bank's interest in the collateral from
and after the Petition Date, including, without limitation,
resulting from the use of Cash Collateral, reduces the value of the
Adequate Protection Liens below the outstanding balance of the
Prepetition Obligations, then FM Bank will be granted, to the
extent of the net decrease, superpriority claims under U.S.
Bankruptcy Code Section 507(b), and the Superpriority Claim will
have priority in payment over any and all administrative expense
claims of any kind under the Bankruptcy Code.

The Stipulation provides that the Debtor will not seek a priming
loan unless the conditions of the Stipulation are satisfied and the
requirements are followed.  The Stipulation provides for the
payment of post-petition date interest.  FM Bank is entitled to
collect interest from the interest account on a current basis.

On Feb. 14, 2017, FM Bank provided a loan to the Debtor in the
amount of $1.75 million at an initial interest rate of 6.75% per
annum and, in exchange, the Debtor executed a promissory note in
favor of the FM Bank.  The maturity date for the prepetition loan
is Feb. 14, 2018, subject to two consecutive maturity extension
options subject to the terms stated in the business loan agreement.
The prepetition loan is guaranteed by these parties: PLC, Northern
Capital, and Duane Scott Urquhart.  As of the Petition Date, the
principal amount outstanding under the prepetition loan documents
was $1.75 million.  

To secure the prepetition obligations and pursuant to the
prepetition loan documents, the Debtor granted to FM Bank security
interests in and liens on the following collateral: (i) an interest
reserve deposit account held at FM Bank described in an assignment
of deposit account dated Feb. 14, 2017; (ii) a deposit account held
at FM Bank ending in 42856; and (iii) the Property.

Since discussions concerning the Stipulation had not yet concluded,
the Debtor requested FM Bank's approval of the use of cash
collateral for the payment of the following expenses, which FM Bank
granted: $5,000 as a deposit for PDS, $12,600 as payment to the
civil engineer, and $504 as payment to the traffic engineer.

On Nov. 6, 2017, the Debtor and FM Bank finalized their agreement
for the Debtor's consensual use of the cash collateral for the
expenses.

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

          http://bankrupt.com/misc/casb17-05137-94.pdf

                 About Peppertree Park Villages

Headquartered in Bonsall, California, Peppertree Park Villages
9&10, LLC, listed its business as a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)), whose principal assets are
located at 1654 S. Mission Rd, Fallbrook, California.  Peppertree
Park is an affiliate of Northern Capital, Inc., which sought
bankruptcy protection on Aug. 13, 2017 (Bankr. S.D. Cal. Case No.
17-04845).

Peppertree Park Villages 9&10, LLC (Bankr. S.D. Calif. Case No.
17-05137) and affiliate Peppertree Land Company (Bankr. S.D. Calif.
Case No. 17-05135) each filed for Chapter 11 bankruptcy protection
on Aug. 28, 2017.  The petitions were signed by Duane Urquhart as
managing general partner, who also sought bankruptcy protection on
Aug. 13, 2017 (Bankr. S.D. Calif. Case No. 17-04846).

Peppertree Land and Peppertree Park each estimated their assets and
liabilities at between $1 million and $10 million.

Marshall Hogan, Esq., at Foley & Lardner, LLP, serves as the
Debtors' bankruptcy counsel.


PINE STATE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pine State Housing, Series, LLC
        15 Shaker Road, Suite B
        Gray, ME 04039

Business Description: Based in Gray, Maine, Pine State Housing,
                      Series, LLC, is a housing company.

Chapter 11 Petition Date: November 27, 2017

Case No.: 17-20631

Court: United States Bankruptcy Court
       Maine (Portland)

Judge: Hon. Peter G Cary

Debtor's Counsel: George J. Marcus, Esq.
                  MARCUS CLEGG
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  Email: bankruptcy@marcusclegg.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Kevin J. McCarthy, manager.

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

         http://bankrupt.com/misc/meb17-20631.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Bridgton Water District                                     $699

Brittany Bressett                                           $127

Carlton Tracy                                               $234

Central Maine Power Company                               $1,517

Cheri Leigh Givens                                        $1,171

Diane M. Dorcy                                              $936

Evergreen Companies Inc.                                    $380

J.C. Ehrlich Co.                                          $1,690

Jessica L. Emerson                                          $747

Margaret A. Allen                                           $636

Norris, Inc.                                                 $88

Pine Tree Waste                                             $340

RealPage, Inc.                                               $60

Riverview Plumbing                                          $200
& Heating, Inc.

Sherwin Williams - Skowhegan                              $3,336

SimplexGrinnell                                             $964

Stanford Management                                      $13,836

Stevens Electric &                                          $400
Pump Service, Inc.

Town of Van Buren - Sewer                                 $6,891

WSRP, LLC                                                 $8,335


POST GREEN FELL: May Use Cash Collateral to Pay Retainer to Counsel
-------------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California has granted Post Green Fell, LLC,
permission to use $100,000 of cash collateral of to pay
postpetition retainer to its new counsel, Macdonald Fernandez,
LLP.

No later than Dec. 11, 2017, the Debtor will pay in full the next
installments of real property taxes due with respect to the Green
Street property ($11,369.84) and the Post Street  property
($6,721.25), and is authorized to use cash collateral to make the
payments.

Eric D. Goldberg of DLA Piper LLP (US) appeared on behalf of
creditor Green & Post Partners, LP, in opposition to the motion;
all other appearances were as noted on the record.

A copy of the court order is available at:

         http://bankrupt.com/misc/canb17-30314-111.pdf

                   About Post Green Fell LLC

Based in San Francisco, California, Post Green Fell LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Calif. Case No. 17-30314) on April 4, 2017.  The petition was
signed by Laurence F. Nasey, manager.  The case is assigned to
Judge Dennis Montali.

At the time of the filing, the Debtor estimated its assets and
debts at $10 million to $50 million.  The Debtor says it has no
unsecured creditors.

The Debtor is an affiliate of 624 Stanyan Street, LLC, that sought
bankruptcy protection (Bankr. N.D. Cal. Case No. 16-30965) on Sept.
1, 2016.

At the onset of the case, Post Green Fell hired St. James Law,
P.C., as counsel.  It later replaced the firm with Macdonald
Fernandez LLP as new legal counsel.


POST HOLDINGS: Egan-Jones Cuts Sr. Unsecured Ratings to CCC+
------------------------------------------------------------
Egan-Jones Ratings Company, on Sept. 20, 2017, lowered the foreign
currency and local currency senior unsecured ratings on debt issued
by Post Holdings Inc. to CCC+ from B-.  EJR also lowered the
foreign currency and local currency ratings on commercial paper of
the Company to C from B.

Post Holdings, Inc., headquartered in St. Louis, Missouri, is a
consumer packaged goods holding company operating in the
center-of-the store, foodservice, food ingredient, private label,
refrigerated and active nutrition food categories.


PRADO MANAGEMENT: December 13 Plan Confirmation Hearing
-------------------------------------------------------
Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the
District of Arizona approves the Amended Disclosure Statement in
Support of a Chapter 11 Plan of Reorganization filed by Prado
Management, LLC on November 8, 2017.

A hearing to consider the confirmation of the Plan will be held on
December 13, 2017 at 10:00 a.m. The last day for filing and serving
written objections to confirmation of the Plan is on November 29.

Pursuant to Local Rule 3018, the Debtor is required to file a
written report 3 business days prior to the hearing set for
confirmation of the Plan.

              About Prado Management LLC

Prado Management LLC is a single asset real estate (as defined in
11 U.S.C. Section 101(51B)) and based in Scottsdale, Arizona.  

The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-02989)on March
27, 2017. The petition was signed by German Osio, manager.  At the
time of the filing, the Debtor had $1 million to $10 million in
estimated assets and liabilities.

Judge Eddward P. Ballinger Jr. presides over the case.  The Debtor
is represented by Dale C. Schian, Esq., of Schian Walker PLC.


PRECIPIO INC: Prices $2,748,000 Registered Direct Offering
----------------------------------------------------------
Precipio, Inc. has priced a best efforts registered direct offering
for the purchase and sale of 2,748 units, each consisting of one
share of Series C Preferred Stock convertible at a price of $1.40
per share and warrants to purchase up to 1,962,857 shares of common
stock with an exercise price of $1.63 per share, in a registered
direct offering.  The warrants will expire five years from the date
they are initially exercisable.  The gross proceeds of the
offering, before fees and expenses, will be approximately
$2,748,000 before deducting placement agent discounts and other
estimated offering expenses.  The closing of the registered direct
offering was expected to take place on or about Nov. 7, 2017,
subject to the satisfaction of customary closing conditions.

Aegis Capital Corp. is acting as the sole placement agent for the
registered direct offering.

This offering is being made pursuant to an effective shelf
registration statement (No. 333-201907) previously filed with the
U.S. Securities and Exchange Commission.  A prospectus supplement
and accompanying prospectus describing the terms of the offering
will be filed with the SEC and will be available on the SEC's
website located at http://www.sec.gov. Copies of the prospectus
supplement and the accompanying prospectus relating to this
offering may be obtained, when available, from Aegis Capital Corp.,
810 7th Avenue, 18th Floor, New York, NY 10019 or via telephone at
212-813-1010 or email: prospectus@aegiscap.com.

                       About Precipio

Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc., has built a platform designed to eradicate the problem of
misdiagnosis by harnessing the intellect, expertise and technology
developed within academic institutions and delivering quality
diagnostic information to physicians and their patients worldwide.
Through its collaborations with world-class academic institutions
specializing in cancer research, diagnostics and treatment,
initially the Yale School of Medicine, Precipio offers a new
standard of diagnostic accuracy enabling the highest level of
patient care.  For more information, please visit
www.precipiodx.com.

Transgenomic reported a net loss available to common stockholders
of $8 million on $1.55 million of net sales for the year ended Dec.
31, 2016, compared with a net loss available to common stockholders
of $34.27 million on $1.92 million of net sales for the year ended
Dec. 31, 2015.  As of Sept. 30, 2017, Precipio had $34.97 million
in total assets, $14.57 million in total liabilities and $20.40
million in total stockholders' equity.

Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has incurred operating losses
and used cash for operating activities for the past several years.
This raises substantial doubt about the Company's ability to
continue as a going concern.


PREFERRED CARE: Bowling Green May Use Cash of Omega & FC Domino
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
entered an interim order authorizing Bowling Green Health
Facilities, L.P., and its affiliates to use cash collateral of
Omega Healthcare Investors, Inc., and FC Domino Acquisition, LLC,
and its affiliates until five business days after the provision of
written notice to the Debtors of an event of default.

A final hearing to consider the Debtors' continued cash collateral
use will be scheduled for Dec. 11, 2017, at 2:00 p.m.

As reported by the Troubled Company Reporter on Nov. 22, 2017, the
Debtors sought court authorization to use cash collateral of Omega
Healthcare and FC Domino and its affiliates in order to continue
the cash management system and to prevent significant and costly
disruptions of the their businesses.

The adequate protection provided to the Secured Parties is only to
the extent (i) that the asserted liens and security interests by
the Secured Parties in the Omega and FC Domino Debtors'
pre-Petition Date property interests are perfected, valid, and not
avoidable as of the Petition Date and (ii) of a decrease in the
value of the entity's asserted pre-Petition Date security interests
has occurred.  The following adequate protection is provided to the
Secured Parties as adequate protection of their asserted
pre-Petition Date security interests nunc pro tunc to the Petition
Date, in each case solely against the Debtors and assets thereof
that are encumbered under each Secured Party's respective
prepetition agreements not withstanding anything to the contrary in
these subparagraphs:

     a. the Omega and FC Domino Debtors will remain current on
        their regularly scheduled rental payments to Omega and FC
        Domino (through Jan. 31, 2018, unless otherwise extended
        by written agreement between the Omega and FC Domino
        Debtors and the Secured Parties, as applicable);

     b. Omega and FC Domino will be entitled to any periodic
        reports for Wells Fargo Bank, N.A., as DIP lender and/or
        DIP agent pursuant to any debtor-in-financing order
        entered with respect to the Omega and FC Domino Debtors.
        The Omega and FC Domino Debtors will also permit
        representatives, agents, or employees of Omega and FC
        Domino (as applicable) or their affiliates upon written
        notice to have reasonable access to personnel employed at
        the Omega and FC Domino Debtors and provide Omega and FC
        Domino, as applicable, non-privileged information as they
        may reasonably request with respect to the facilities;

     c. the Omega and FC Domino Debtors will maintain appropriate
        insurance on the Omega and FC Domino Debtors' assets in
        amounts consistent with prepetition practices;

     d. the Omega and FC Domino Debtors will maintain appropriate
        and necessary licensing with respect to operating the
        facilities consistent with prepetition practices;

     e. the Secured Parties are hereby granted, from and after the

        Petition Date, allowed administrative expense claims with
        priority over any and all administrative expenses,
        adequate protection claims, and all other claims against
        the Omega and FC Domino Debtors, now existing or
        hereinafter arising, of any kind whatsoever, as provided
        under 507(b) of the Bankruptcy Code, subject and junior
        only to any superpriority claims granted to Wells Fargo
        Bank pursuant to an order of the Court relating to post-
        petition debtor-in-possession financing and any carve-out;

     f. the Secured Parties are granted, from and after the
        Petition Date, replacement liens and security interests in

        all accounts and inventory acquired by the Omega and FC
        Domino Debtors after the Petition Date, specifically
        including all cash proceeds arising from the accounts and
        inventory acquired by the Debtors after the Petition Date,

        in the same nature, extent, priority, and validity that
        any liens asserted by the Secured Parties existed on the
        Petition Date, which liens will constitute perfected liens

        and will be subordinate only to any liens granted to Wells

        Fargo Bank on the same property pursuant to an order of
        the Court relating to post-petition debtor-in-possession
        financing;

     g. as of the Petition Date, the replacement liens and
        security interests granted to the Secured Parties will be
        valid, perfected, enforceable and effective against the
        Omega and FC Domino Debtors, their successors and assigns,

        including any trustee or receiver in this or any
        superseding Chapter 7 case, without any further action by
        Debtors or the Secured Parties and without the execution,
        delivery, filing or recordation of any promissory notes,
        financing statements, security agreements or other
        documents.  Notwithstanding the foregoing, the interim
        court order will be deemed a security agreement and may be

        filed as a financing statement and the Omega and FC Domino

        Debtors will execute and deliver the notes, security
        agreements, assignments, financing statements and other
        documents that the Secured Parties will reasonably request

        to further evidence the liens and security interests
        granted hereby;

     h. the Secured Parties will have all the rights and remedies
        of a secured creditor in connection with the liens and
        security interests granted by this Order in all
        collateral, except to the extent that the rights and
        remedies may be affected by the Bankruptcy Code, the Omega

        and FC Domino Debtors' agreements with Wells Fargo, and
        otherwise.

The following will constitute events of default under the interim
order:

     a. if any representation made by Preferred Care, the Omega
        Debtors, and the FC Domino Debtors (or any of them) after
        the commencement of the Chapter 11 case in any report or
        financial statement delivered to the Secured Parties
        proves to have been false or misleading in any material
        respect as of the time when made or given (including by
        omission of material information necessary to make
        representation, warranty or statement not misleading);

     b. Preferred Care, the Omega Debtors, and the FC Domino
        Debtors (or any of them) fail to provide any reports or
        accounting information when due or access to its books and

        records within a reasonable time after access is
        requested;

     c. if a trustee or examiner, with authority to affect the
        operation of Preferred Care, the Omega Debtors, and the FC

        Domino Debtors (or any of them), as applicable, business
        is appointed in the Omega or FC Domino Debtors' Chapter 11

        proceedings without the consent of the applicable Debtors
        and FC Domino or Omega, as applicable;

     d. if Preferred Care, the Omega Debtors, and the FC Domino
        Debtors' (or any of them), as applicable, cases are
        converted to a case under Chapter 7; or

     e. if Preferred Care, the Omega Debtors, and the FC Domino
        Debtors' (or any of them), as applicable, cases are
        dismissed.

A copy of the interim order is available at:

          http://bankrupt.com/misc/txnb17-44642-45.pdf

                      About Preferred Care

Headquartered in Plano, Texas, Preferred Care Partners Management
Group and Kentucky Partners operate skilled nursing care
facilities.

Preferred Care Partners Management Group, L.P., and affiliate
Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on
Nov. 13, 2017.  Travis Eugene Lunceford, manager of general
partner, signed the petition.

Judge DeWayne Hale presides over the case of Preferred Care.  

Judge Stacey G. Jernigan presides over the case of Kentucky
Partners.

Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron
Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors'
bankruptcy counsel.

Preferred Care estimated its assets at between $50,000 and
$100,000, and its liabilities at between $10,000,000 and
$50,000,000.  Kentucky Partners estimated its assets at up to
$50,000 and its liabilities at between $10,000,000 and $50,000,000.


PREFERRED CARE: Elsemere & Henderson May Use Cash of Ziegler & FC
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
entered an interim order authorizing Elsemere Health Facilities,
L.P., and Henderson Health Facilities, L.P., to use cash collateral
of Ziegler and FC Domino until at a time to be agreed upon by the
HUD Debtors, Ziegler, and FC Domino.

A final hearing will be scheduled for Dec. 11, 2017, at 2:00 p.m.

As reported by the Troubled Company Reporter on Nov. 22, 2017, the
Debtors sought court permission to use of cash collateral of FC
Domino and its affiliates and Ziegler Financing, as lender for the
Department of Housing and Urban Development.

The adequate protection provided to the Secured Parties is only to
the extent (i) that the asserted liens and security interests by
the Secured Parties in the HUD Debtors' Pre-Petition Date property
interests are perfected, valid, and not avoidable as of the
Petition Date and (ii) of a decrease in the value of the entity's
asserted Pre-Petition Date security interests has occurred.  The
following adequate protection is provided to the Secured Parties as
adequate protection of their asserted Pre-Petition Date security
interests nunc pro tunc to the Petition Date, in each case solely
against the HUD Debtors and assets thereof that are encumbered
under each such Secured Party's respective prepetition agreements
notwithstanding anything to the contrary in the following
subparagraphs:

     a. the HUD Debtors will remain current on their regularly
        scheduled rental payments to FC Domino (through Jan. 31,
        2018, unless otherwise extended by written agreement
        between the HUD Debtors and the Secured Parties, as
        applicable);

     b. the HUD Debtors will permit representatives, agents, or
        employees of FC Domino or their affiliates upon written
        notice to have reasonable access to personnel employed at
        the HUD Debtors and provide FC Domino non-privileged
        information as they may reasonably request with respect to

        the facilities;

     c. the HUD Debtors will maintain appropriate insurance on the

        HUD Debtors' assets in amounts consistent with prepetition

        practices;

     d. the HUD Debtors will maintain appropriate and necessary
        licensing with respect to operating the facilities
        consistent with prepetition practices;

     e. the Secured Parties are hereby granted, from and after the

        Petition Date, allowed administrative expense claims with
        priority over any and all administrative expenses,
        adequate protection claims, and all other claims against
        the HUD Debtors, now existing or hereinafter arising, of
        any kind whatsoever, as provided under 507(b) of the U.S.
        Bankruptcy Code;

     f. the Secured Parties are hereby granted, from and after the

        Petition Date, replacement liens and security interests in

        all accounts and inventory acquired by the HUD Debtors
        after the Petition Date, specifically including all cash
        proceeds arising from such accounts and inventory acquired

        by the HUD Debtors after the Petition Date, in the same
        nature, extent, priority, and validity that any liens
        asserted by the Secured Parties existed on the Petition
        Date;

     g. as of the Petition Date, said replacement liens and
        security interests granted to the Secured Parties will be
        valid, perfected, enforceable and effective against the
        HUD Debtors, their successors and assigns, including any
        trustee or receiver in this or any superseding Chapter 7
        case, without any further action by the HUD Debtors,
        Ziegler (as lender for HUD), or FC Domino and without the
        execution, delivery, filing or recordation of any
        promissory notes, financing statements, security
        agreements or other documents.  Notwithstanding the
        foregoing, the interim court order will be deemed a
        security agreement and may be filed as a financing
        statement and the HUD Debtors will execute and deliver the

        notes, security agreements, assignments, financing
        statements and other documents that the Secured Parties
        will reasonably request to further evidence the liens and
        security interests granted;

     h. the replacement liens and security interests in favor of
        the Secured Parties will constitute paramount and
        perfected first priority liens and security interest in
        the property; and

     i. the Secured Parties will have all the rights and remedies
        of a secured creditor in connection with the liens and
        security interests granted by this Order in all
        collateral, except to the extent that the rights and
        remedies maybe affected by the Bankruptcy Code and
        otherwise.

These will constitute events of default under this interim court
order:

     a. if any representation made by Preferred Care or the HUD
        Debtors after the commencement of the Chapter 11 case in
        any report or financial statement delivered to the Secured

        Parties proves to have been false or misleading in any
        material respect as of the time when made or given
        (including by omission of material information necessary
        to make representation, warranty or statement not
        misleading);

     b. Preferred Care or the HUD Debtors fail to provide any
        reports or accounting information when due or access to
        its books and records within a reasonable time after
        access is requested;

     c. if a trustee or examiner, with authority to affect the
        operation of the businesses of Preferred Care or the HUD
        Debtors is appointed in the Chapter 11 proceedings without

        the consent of the HUD Debtors, or either of them;

     d. if the bankruptcy cases of Preferred Care or the HUD
        Debtors are converted to a case under Chapter 7; or

     e. if the bankruptcy cases of Preferred Care or the HUD
        Debtors are dismissed.

A copy of the court order is available at:

           http://bankrupt.com/misc/txnb17-44642-44.pdf

                      About Preferred Care

Headquartered in Plano, Texas, Preferred Care Partners Management
Group and Kentucky Partners operate skilled nursing care
facilities.

Preferred Care Partners Management Group, L.P., and affiliate
Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on
Nov. 13, 2017.  Travis Eugene Lunceford, manager of general
partner, signed the petition.

Judge DeWayne Hale presides over the case of Preferred Care.  

Judge Stacey G. Jernigan presides over the case of Kentucky
Partners.

Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron
Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors'
bankruptcy counsel.

Preferred Care estimated its assets at between $50,000 and
$100,000, and its liabilities at between $10,000,000 and
$50,000,000.  Kentucky Partners estimated its assets at up to
$50,000 and its liabilities at between $10,000,000 and $50,000,000.


PREFERRED CARE: Has Interim OK to Obtain Financing From Wells Fargo
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
entered an interim order authorizing Preferred Care Inc. and
certain of its debtor affiliates to obtain a revolving credit line
of up to $50 million from Wells Fargo Bank, N.A.

A final hearing with respect to the DIP Financing is scheduled for
Dec. 11, 2017, at 2:00 p.m. (central).  Objections to the DIP
Financing must be filed before 5:00 p.m. (prevailing Central time)
on Dec. 6, 2017.

As reported by the Troubled Company Reporter on Nov. 22, 2017, the
Debtors sought court authorization to obtain the revolving credit
line and use cash collateral.

So long as the DIP facility obligations remain outstanding, unless
consented to in writing by the DIP Agent, no Debtor will seek entry
of any further orders in its Chapter 11 case that authorize (a)
under the U.S. Bankruptcy Code Section 363, the use of cash
collateral; (b) the obtaining of credit or the incurring of
indebtedness pursuant to Bankruptcy Code section 364 that does not
repay the DIP facility in  full, in cash, (c) the return of goods
pursuant to Bankruptcy Code Section 546(h) to any creditor of the
Debtors or any creditor taking any setoff against any of the
creditor's prepetition  indebtedness based on any return pursuant
to Bankruptcy Code Section 553 or otherwise, or (d) any other grant
of rights against the Debtors and/or their respective estates that
is secured by a Lien in the DIP collateral or is entitled to
superpriority administrative status that does not repay the DIP
Facility in full, in cash.

Without prejudice to the parties agreeing to future modifications
absent Court order of the following: the defined term maximum
revolver amount contained in Schedule 1.1 of the Credit Agreement
is amended and restated as maximum revolver amount means $50
million.

Termination event will mean the occurrence of the earliest of: (i)
an Event of Default under any of the DIP Financing documents;  (ii)
the failure of each Debtor to (x) identify a new operator with
respect to its respective facility in New Mexico or Kentucky, as
the case may be, within 75 days of the Petition Date, (y) file a
CHOW for such new operator with respect to its respective facility
in Kentucky within 150 days of the Petition Date and (z) file a
CHOW for such operator with respect to its respective facility in
New Mexico within 135 days of the Petition Date, (iii) the lack of
entry of the final court order, which final order shall be in form
and substance satisfactory to DIP Agent and DIP Lender in their
sole and absolute discretion, on or before Dec. 21, 2017, (iv) the
failure of the Court to approve a supplemental financing facility
made by Thomas D. Scott in support of the Debtors that will be
junior in all respects to the DIP facility and the Pre-Prepetition
Obligations, and will otherwise be in an amount and in a form and
substance satisfactory to DIP Agent and DIP Lender in their sole
and absolute discretion, on or before the entry of the final order,
or (v) the Debtors' failure to comply with the terms of this Order
or the final order.

A copy of the court order is available at:

          http://bankrupt.com/misc/txnb17-44642-46.pdf

                      About Preferred Care

Headquartered in Plano, Texas, Preferred Care Partners Management
Group and Kentucky Partners operate skilled nursing care
facilities.

Preferred Care Partners Management Group, L.P., and affiliate
Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on
Nov. 13, 2017.  Travis Eugene Lunceford, manager of general
partner, signed the petition.

Judge DeWayne Hale presides over the case of Preferred Care.  

Judge Stacey G. Jernigan presides over the case of Kentucky
Partners.

Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron
Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors'
bankruptcy counsel.

Preferred Care estimated its assets at between $50,000 and
$100,000, and its liabilities at between $10,000,000 and
$50,000,000.  Kentucky Partners estimated its assets at up to
$50,000 and its liabilities at between $10,000,000 and $50,000,000.


QUOTIENT LIMITED: Files Resale Prospectus of 16.8M Ordinay Shares
-----------------------------------------------------------------
Quotient Limited filed with the Securities and Exchange Commission
a Form S-3 registration statement relating to: (i) the disposition
from time to time of up to 16,829,366 ordinary shares of nil par
value per share, 7,864,683 of which are owned by certain selling
security holders, 8,414,683 of which are issuable upon exercise of
warrants to purchase the Company's ordinary shares at an exercise
price of $5.80 per shareowned by the selling security holders on
Nov. 9, 2017, and 550,000 of which are issuable upon exercise of
pre-funded warrants to purchase its ordinary shares at an exercise
price of $0.01 per share owned by the selling security holders on
Nov. 9, 2017, (ii) the disposition from time to time of up to
8,414,683 new warrants owned by the selling security holders on
Nov. 9, 2017, and (iii) the initial issuance of the new warrant
shares upon the exercise of the new warrants acquired from the
selling security holders pursuant to this prospectus.

The 7,864,683 new ordinary shares, 8,414,683 new warrants and
550,000 pre-funded warrants were issued to the selling security
holders in connection with a private placement.  This prospectus
does not necessarily mean that the selling security holders will
offer or sell the securities.  The Company cannot predict when or
in what amounts the selling security holders may sell any of the
securities offered by this prospectus.  The prices at which the
selling security holders may sell the securities will be determined
by the prevailing market price for the securities or in negotiated
transactions.

Quotient Limited will not receive any proceeds from the sale or
other disposition of securities covered by this prospectus by the
selling security holders.  The Company will, however, receive the
proceeds of any exercises of the warrants, which, if received,
would be used by the Company for working capital, operating
expenses and general corporate purposes.  The Company will not be
paying any underwriting discounts or commissions in this offering.
The selling security holders will bear all commissions and
discounts, if any, attributable to the sale or other disposition of
the securities.  The Company will bear all costs, expenses and fees
in connection with the registration of the securities other than
certain fees and disbursements of legal counsel to the selling
security holders.

The Company's ordinary shares are listed on The NASDAQ Global
Market under the symbol "QTNT."  On Nov. 8, 2017, the closing sale
price of its ordinary shares on The NASDAQ Global Market was $4.685
per share.

There is no established public trading market for the new warrants
and the Company does not expect a market to develop.  Without an
active trading market, the Company expects the liquidity of the new
warrants will be limited.  

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

                      https://is.gd/cI3QM0

                     About Quotient Limited

Penicuik, United Kingdom-based Quotient Limited --
http://www.quotientbd.com/-- develops, manufactures and sells
products for the global transfusion diagnostics market.  Products
manufactured by the Group are sold to hospitals, blood banking
operations and other diagnostics companies worldwide.  Quotient
Limited completed an initial public offering for its ordinary
shares on April 30, 2014 pursuant to which it issued 5,000,000
units each consisting of one ordinary share, no par value and one
warrant to purchase 0.8 of one ordinary share at an exercise price
of $8.80 per whole ordinary share, raising $40 million of new
equity share capital before issuing expenses.

Quotient Limited reported a net loss of US$85.06 million on
US$22.22 million of total revenue for the year ended March 31,
2017, compared to a net loss of US$33.87 million on US$18.52
million of total revenue for the year ended March 31, 2016.

As of Sept. 30, 2017, Quotient Limited had US$122.21 million in
total assets, US$138.6 million in total liabilities and a total
shareholders' deficit of US$16.37 million.

Ernst & Young LLP, in Belfast, United Kingdom, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has recurring losses from operations and planned
expenditure exceeding available funding that raise substantial
doubt about its ability to continue as a going concern.


RAIN CARBON: Moody's Rates New Revolver Facility Due 2023 Ba3
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
senior secured revolving facility due 2023 to be issued by Rain
Carbon Inc. (RCI) and senior secured Euro term facility due 2025 to
be issued by Rain Carbon GmbH, a wholly-owned subsidiary of Rain
Carbon Inc. At the same time, Moody's downgraded the ratings of the
existing senior secured 2nd lien notes due 2025 to B2 from B1. The
corporate family and probability of default ratings of B1 and B1-PD
of RCI are affirmed. The proceeds of the new term loan will be used
to redeem borrowings outstanding under the Senior Secured Notes due
2021and pay fees for transaction costs related to this proposed
transaction. The outlook is positive.

Upon completion of the refinancing, Moody's will withdraw the B1
ratings on senior secured notes due 2021 of Rain Escrow
Corporation.

Rating Actions taken:

Issuer: Rain Carbon Inc.

-- Corporate Family Rating, affirmed B1

-- Probability of Default Rating, affirmed B1-PD

-- Backed Senior Secured Revolving Facility due 2023, assigned
    Ba3 (LGD3)

Issuer: Rain CII Carbon LLC

-- Backed Senior Secured Regular Bond/Debenture due 2025,
    downgraded to B2 (LGD 5) from B1 (LGD3)

Issuer: Rain Escrow Corporation (Assumed by Rain CII Carbon LLC)

Backed Senior Secured Notes due 2021, to be withdrawn at close of
the transaction

Issuer: Rain Carbon GmbH

-- Backed Euro-denominated Term Loan B due 2025, assigned Ba3
    (LGD3)

Outlook Actions:

Issuer: Rain Carbon Inc.

-- Outlook, Positive

Issuer: Rain Carbon Gmbh

Outlook, Positive

RATINGS RATIONALE

The B1 CFR incorporates the company's position as one of the
leading global producers of carbon-based and chemical products,
which form key raw materials for a broad range of industries. The
ratings reflect a relatively low revenue base ($1.2 billion in
2016) and significant dependency on the aluminum industry (36% of
sales in 2016), which has shown signs of stabilizing in 2017 but
significant volatility in the past. The company has been increasing
its exposure to the cyclical chemicals industry, although this
business is providing some diversification benefits. The
organization complexity is also reflected in the ratings.

The company is one of the key producers of Calcined Petroleum Coke
(CPC) which is derived from Green Petroleum Coke, a by-product of
the oil refining process, and is a critical ingredient in the
aluminum smelting process. The company is also a key distiller of
coal tar, a by-product of metallurgical coke production, with the
distillation process resulting in Coal Tar Pitch (CTP), which is
also a critical ingredient in the aluminum smelting process, as
well as aromatic and naphthalene oils and other raw materials for a
variety of industries.

CPC and CTP account for approximately half of the company's
revenues, and the ratings reflect the resultant concentration in
the aluminum industry as the key end market for these products. The
ratings also reflect the stability provided by the company's
long-standing relationships with key global aluminum producers and
their long-term contracts for the supply of raw materials (coal tar
and GPC). The ratings also reflect the relative stability in
margins, as sales and supply contracts contain price resetting
mechanisms allowing the company to pass through the costs of main
raw materials to its customers.

The ratings further reflect the diversity in end markets and higher
margin potential provided by the company's chemical business, which
is responsible for roughly 20% of sales and refines a portion of
the coal tar distillation output into high value chemical products
that are critical raw materials for the specialty chemicals,
coatings, construction, petroleum and several other industries.

The ratings reflect the global footprint of the company's
production facilities, including recent additions of a coal tar
distillation plant developed by a joint venture with Russian steel
company Severstal OAO and a CPC blending facility in India.

The Ba3 rating on the proposed Revolver and Term Loan reflect their
priority in the capital structure with respect to claim on
collateral, ahead of the second lien notes due 2025.

Moody's expects the company to have good liquidity, supported by
cash on hand of $137 million at September 30, 2017, expected modest
positive free cash flows, and expected full availability under the
proposed $150 million secured revolver maturing in 2023.

The positive outlook reflects Moody's expectation that the company
will maintain Debt/ EBITDA, as adjusted, below 3.5x over the
ratings horizon.

The ratings could be upgraded if Debt/ EBITDA, as adjusted, were to
be sustained below 3.5x with consistently positive free cash flows
and good liquidity.

A downgrade would be considered if Debt/ EBITDA, as adjusted, were
to increase above 5x, or if liquidity deteriorated.

The principal methodology used in these ratings was Steel Industry
published in September 2017.

Rain Carbon Inc. is an indirect wholly owned subsidiary of Rain
Industries Limited, a company incorporated in India. The company is
engaged in the business of manufacturing of carbon products and
chemicals, including Calcined Petroleum Coke, Coal Tar Pitch,
co-generated energy, and other derivatives and downstream products
of the coal tar distillation process. In 2016 the company generated
$1.2 billion in revenues.


REAL HOSPITALITY: Wants to Use Mission National Bank's Cash
-----------------------------------------------------------
Real Hospitality, LLC, asks for authorization from the U.S.
Bankruptcy Court for the Eastern District of California to use cash
collateral of Mission National Bank to pay ongoing operating
expenses.

Mission National Bank is the Debtor's primary and sole secured
creditor, pursuant to a note and deed of trust.  As of the Petition
Date, the principal balance owed by the Debtor under the Note is
approximately $1.60 million, with interest accruing at a currently
unknown percentage per annum and an unknown maturity date.  These
items will be supplemented by declaration as soon as they are
known.  Pursuant to the Note and Deed of Trust, Mission National
Bank has a perfected first-priority security interest in the real
property located at 820 Real Road, Bakersfield, California 93309 in
the county of Kern, State of California, including its cash
collateral.

The Debtor proposes these cash payments and adequate protection for
use of the cash collateral:

     1. Mission National Bank will receive monthly adequate
        protection payments in the amount of $6,000 monthly.

     2. The Debtor will continue to properly manage and operate
        the Property as follows:

        a. the Debtor will pay (a) taxes accruing against the
           Property; (b) insurance on the Property; and (c) Debtor

           must provide evidence of such upon written request
           within two business days;

        b. the Debtor will first seek Mission National Bank's
           consent for any other expenses, like capital
           improvements and tenant improvements but not for
           general maintenance and operating expenses for the
           Property, and if Mission National Bank does not
           consent, Debtor will seek a court order;

        c. upon court approval, the Debtor will pay Mission
           National Bank one month's payment toward the debt and
           as adequate protection for its interest in the Subject
           Property for the month of November 2017, and continuing

           on the first day of each month thereafter for the term
           period of the motion.

The Debtor's counsel left a voicemail for the Debtors' contact at
Mission National Bank, Brian Bray, on Oct. 27, 2017, in attempt to
obtain a stipulation to use Mission Bank's cash collateral.  The
Debtor's counsel left a voicemail and e-mailed Mr. Brian Bay on
Oct. 27, 2017, proposing that the Debtor and Mission Bank enter
into a stipulation whereby the Debtor would pay the adequate
protection payments and pay required insurance and property taxes
on the subject property to no avail.  The purposes of the proposed
stipulation with Mission National Bank was to permit the Debtor to
use cash collateral in the ordinary course of business during this
Chapter 11 case, subject to the budget and other requirements.  The
Stipulation will expire by its terms on the earlier of: (a) April
30, 2018; or (b) entry of a final order converting or dismissing
the bankruptcy case.  The Debtor now seeks the same vis-a-vis
pursuant to this motion.

On Nov. 2, 2017, the Debtor's counsel was contacted by Mr. Andrew
Chantry with Mission National Bank.  Mr. Chantry informed that Mr.
Bay was no longer working for Mission National Bank and that the
bank was in the process of retaining counsel.

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

         http://bankrupt.com/misc/caeb17-14129-10.pdf

                   About Real Hospitality

Real Hospitality, LLC, is a Bakersfield, California-based company
operating under the Other Amusement and Recreation Industry.  The
Debtor's principal assets are located at 820 Real Road,
Bakersfield, California 93309.

The Debtor filed for Chapter 11 bankruptcy protection (Bank. E.D.
Calif. Case No. 17-14129) on Oct. 26, 2017, estimating its assets
at up to $50,000 and its liabilities at between $1 million and $10
million.  The petition was signed by Sumantrai Naik, member.

Judge Rene Lastreto II presides over the case.

Vincent A. Gorski, Esq., at The Gorski Firm, APC, serves as the
Debtor's bankruptcy counsel.


REVSTONE INDUSTRIES: Trustee Can Clawback Funds from Ex-Chair's Son
-------------------------------------------------------------------
In the adversary proceedings captioned FRED C. CARUSO, solely in
his capacity as the Revstone/Spara Litigation Trustee for the
Revstone/Spara Litigation Trust, Plaintiff, v. SCOTT R. HOFMEISTER,
Defendant, Adv. Proc. No. 14-50977 (BLS)., 14-50984 (BLS) (Bankr.
D.Del.), Judge Brendan Linehan Shannon granted the Trustee's
motions for summary judgment against Hofmeister.

The Defendant is the son of Debtors Revstone Industries, LLC, et
al.'s former Chairman. The Complaints at issue seek to recover
"wages" paid by the Debtors to the Defendant while he was a
full-time student as well as tens of thousands of dollars in
tuition payments made by the Debtors for the benefit of the
Defendant and his wife. The Trustee seeks resolution of the
Complaints by requesting the Court grant summary judgment with
respect to both Motions.

On Dec. 3, 2012, Revstone and Spara, LLC, and certain of their
affiliates filed voluntary petitions for relief under chapter 11 of
the United States Bankruptcy Code. Prior to their bankruptcy
proceedings, Revstone and Spara operated a variety of manufacturing
facilities in the Midwest serving the automotive industry. At all
relevant times, George S. Hofmeister served as Chairman and sole
member of the Board of Managers of Revstone and Spara; the
Defendant is the son of George S. Hofmeister. The Plaintiff alleges
that the Defendant was paid a salary by Revstone while he was a
full-time student and not actually working for Revstone. The
Trustee also alleges that the company paid for the college tuition
of the Defendant and his wife.

The Defendant argues that neither Revstone nor Spara had the
necessary predicate creditor at the time the transfer was made. The
Defendant contends that the creditors presented by the Trustee
cannot be predicate creditors because two of the claims were filed
after the bar date and the third claim identified no liability. In
the bankruptcy proceeding, however, none of these three claims were
objected to, and all were deemed allowed. The Court agrees with the
Trustee that the filing of the claims makes the claimants eligible
predicate creditors. The Trustee has met its burden of proof and is
entitled to summary judgment on this issue.

The Defendant also argues that his services created or conferred
value and the Revstone/Spara Transfers were a result of this
contribution. In support, the Defendant submits the declaration of
Daniel V. Smith, which alleges in conclusory fashion that the
Defendant contributed value, had unpaid bonuses, and that Revstone
and Spara had a tuition program for graduate students.

In defense of the unauthorized post-petition transfers, the
Defendant contends that the conclusory statements regarding value
and bonuses are enough to support the assertion that the Defendant
had provided services and was owed payroll payments. In defense of
the prepetition transfers, the Defendant likewise contends that the
statements regarding value, bonuses and a theoretical tuition
program are enough stave off summary judgment. However, the Smith
Declaration -- resting upon hedged and conclusory statements --
does not present or create a genuine issue as to any material fact
sufficient to defeat the Trustee's Motion for Summary Judgment on
these issues. The Trustee has established that neither Revstone nor
Spara received value for the pre- and post-petition transfers to
the Defendant.

For all of these reasons, the Court holds that the Trustee is
entitled to summary judgment on the claims for recovery of
fraudulent conveyance and the unauthorized postpetition transfers
against the Defendant.

The bankruptcy case is in re: REVSTONE INDUSTRIES, LLC, et al.,
Chapter 11, Debtors.  Case No. 12-13262 (BLS), (Jointly
Administered) (Bankr. D.Del.).

A full-text copy of Judge Shannon's Memorandum Order dated Nov. 15,
2017, is available at https://is.gd/jKxCza from Leagle.com.

Revstone Industries, LLC, Debtor, represented by David M.
Bertenthal -- dbertenthal@pszjlaw.com -- Pachulski Stang Ziehl &
Jones LLP, Timothy P. Cairns -- tcairns@pszjlaw.com -- Pachulski
Stang Young & Jones LLP, Laura Davis Jones -- ljones@pszjlaw.com --
Pachulski Stang Ziehl & Jones LLP, Alan J. Kornfeld, --
akornfeld@pszjlaw.com -- Pachulski Stang Ziehl & Jones LLP, Maxim
B. Litvak --  mlitvak@ pszjlaw.com  -- Pachulski Stang Ziehl &
Jones LLP, Jeffrey P. Nolan -- jnolan@ pszjlaw.com -- Pachulski
Stang Ziehl & Jones LLP, Antoinette M. Pilzner --
apilzner@mcdonaldhopkins.com -- McDonald Hopkins PLC, Colin R.
Robinson -- crobinson@pszjlaw.com -- Pachulski Stang Ziehl & Jones
LLP.

Homer W. McClarty, Trustee for each of the Megan G. Hofmeister
Irrevocable Trust, The Scott R. Hofmeister Irrevocable Trust and
the Jamie S. Hofmeister Irrevocable Trust, Trustee, represented by
Evan Olin Williford -- EvanWilliford@thewillifordfirm.com -- The
Williford Firm, LLC.

Fred C. Caruso, as Litigation Trustee of the Revstone/Spara
Litigation Trust, Trustee, represented by Ericka Fredricks Johnson,
Womble Bond Dickinson (US) LLP, Morgan L. Patterson --
morgan.patterson@wbd-us.com -- Womble Bond Dickinson (US) LLP.

U.S. Trustee, U.S. Trustee, represented by Jane M. Leamy --
Jane.m.leamy@usdoj.gov -- Office of the U.S. Trustee.

Official Committee of Unsecured Creditors, Creditor Committee,
represented by Mark L. Desgrosseilliers, Womble Bond Dickinson (US)
LLP, Steven K. Kortanek -- Steven.Kortanek@dbr.com -- Drinker
Biddle & Reath LLP, Matthew P. Ward, Womble Bond Dickinson (US)
LLP.

                 About Revstone Industries

Lexington, Kentucky-based Revstone Industries LLC, a maker of truck
parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No.
12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon oversees
the case.  Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and
Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP
represent Revstone.  In its petition, Revstone estimated under $50
million in assets and debt.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.   

Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.

The petitions were signed by George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on July
22, 2013, to sell the bulk of its assets to industry rival Dayco
for $25 million.  Following the sale, Metavation changed its name
to TPOP LLC.

Metavation tapped Pachulski as its counsel.  Pachulski also serves
as counsel to Revstone and Spara.  Metavation also has tapped
McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni
Bankruptcy as claims agent and to provide administrative services.
Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.

                           *     *     *

Revstone Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and
US Tool & Engineering, LLC, on Dec. 10, 2014, filed with the
Bankruptcy Court a joint Chapter 11 plan and disclosure statement,
which incorporate the Bankruptcy Court-approved settlement between
the Debtors and each of their respective debtor and non-debtor
subsidiaries, except TPOP LLC fka Metavation, the Pension Benefit
Guaranty Corporation, the Official Committee of Unsecured
Creditors, and Boston Finance Group, LLC, and a separate
intercompany settlement among Revstone and Spara and each of their
respective debtor and non-debtor subsidiaries.

Under the Plan, Revstone's unsecured creditors with claims ranging
from $24.5 million to $41.5 million, the projected recovery is 7.2%
to 12.2%.  For unsecured creditors of affiliate Spara LLC, the
predicted recovery is about 4.2% to creditors with some $13 million
in claims, while unsecured creditors of Greenwood Forgings LLC and
US Tool & Engineering LLC don't get anything.

The PBGC is projected for recovery of $77 million, although not
less than $75 million, after giving credit to money earmarked for
unsecured creditors.

Judge Shannon on Jan. 15, 2015, approved the disclosure statement
explaining the Chapter 11 Plan.  Judge Shannon on March 23, 2015,
confirmed the Joint Chapter 11 Plan of Reorganization of Revstone
Industries, LLC, Spara, LLC, Greenwood Forgings, LLC, and US Tool &
Engineering, LLC, and the Chapter 11 plan of liquidation of TPOP,
LLC, f/k/a Metavation, LLC.


RFI MANAGEMENT: Hearing on Amended Disclosures Set for Jan. 4
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North Carolina
has scheduled a hearing on Jan. 4, 2018, at 11:00 a.m. to consider
the adequacy of RFI Management, Inc.'s amended disclosure
statement.

Written objections to the adequacy of the information contained in
said Amended Disclosure Statement must be submitted on or before
Dec. 12, 2017.

                  About RFI Management

RFI Management, Inc., works as a subcontractor installing flooring
products and wall materials, principally in hotel properties across
the United States and in Puerto Rico.

RFI Management filed a Chapter 11 bankruptcy petition (Bankr.
M.D.N.C. Case No. 17-80247) on March 29, 2017.  Edward Rosa,
President, signed the petition.  At the time of filing, the Debtor
estimated assets and liabilities between $100,000 and $500,000.

James C. White, Esq., and Michelle M. Walker, Esq., at Parry
Tyndall White, serve as counsel to the Debtor.  Padgett Business
Services of NC is the Debtor's accountant.

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


RICEBRAN TECHNOLOGIES: Swings to $3.29MM Income in Third Quarter
----------------------------------------------------------------
RiceBran Technologies filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting net income
attributable to common shareholders of $3.29 million on $3.44
million of revenues for the three months ended Sept. 30, 2017,
compared to a net loss attributable to common shareholders of $1.08
million on $3.24 million of revenues for the same period in 2016.
The largest factors affecting the Company's net income in the 2017
third quarter -- excluding operating loss -- were a loss of
$(6,610,000) on the extinguishment of its U.S.-debt, an income tax
benefit of $4,121,000 related to the accounting for the sale of
Healthy Natural and income from discontinued operations, net of
tax, of $6,706,000.  The Company reported adjusted EBITDA of
$(922,000) versus $(1,228,000) in last year's third quarter.

For the nine months ended Sept. 30, 2017, the Company recognized a
net loss attributable to common shareholders of $983,000 on $10.20
million of revenues compared to a net loss attributable to common
shareholders of $7.93 million on $9.74 million of revenues for the
nine months ended Sept. 30, 2016.

As of Sept. 30, 2017, RiceBran had $32.90 million in total assets,
$20.51 million in total liabilities and $12.39 million in total
equity attributable to shareholders.  RiceBran Technologies ended
the 2017 third quarter with cash and cash equivalents of $8,187,000
and restricted cash of $775,000, with almost all U.S.-based debt
having been eliminated.

"This was an active quarter for RiceBran Technologies, and I am
pleased with the progress we are making in many areas," said Dr.
Robert Smith, chief executive officer.  "We were able to deliver an
improving sales growth rate, and our continued strategic effort to
manage costs and expenses delivered demonstrable benefits."

"During the third quarter we made substantial progress on building
a stronger balance sheet for RiceBran Technologies.  The sale of
our Healthy Natural business in July helped to increase our cash
levels, and improved shareholders' equity while allowing us to
virtually eliminate debt in our U.S. operations," Dr. Smith added.
"Continental Grain, a leading investor in food and agribusiness
companies, invested in RiceBran Technologies in September, further
boosting our balance sheet.  We are pleased with our major efforts
to improve the balance sheet of the company in 2017 and we continue
to evaluate exit strategies for our Nutra SA investment in Brazil.
While we remain committed to achieving further operational
improvements, we are increasingly focusing management's time on
growing the business as we are confident scale will lead to a
profitable RiceBran Technologies."

"For the last nine months we focused on improving RiceBran
Technologies' financial condition and we believe that the actions
implemented through the third quarter of 2017 demonstrate our
progress in these efforts," said Brent Rystrom, chief financial
officer.  "We are now comfortable that our balance sheet is
reasonably positioned to support our plans, and we remain focused
on operational improvements and driving better cost and expense
rates.  Most importantly, management is focused on growing this
business and improving EBITDA."

"Our goal is to start generating positive adjusted EBITDA in the
next 12-24 months," Rystrom continued.  "We believe our adjusted
EBITDA run rate as we start 2018 will be near an annualized loss of
$(1,500,000) to $(2,300,000) on an annual revenue run rate near $14
million.  Our analysis implies that we will need to attain an
annual revenue run rate near $19 million to $22 million to achieve
positive adjusted EBITDA.  The range of revenue required to do this
is dependent on mix, with our Food product revenue typically
carrying higher margins than revenue from Animal Nutrition
products."

Additional information is available for free at:

                     https://is.gd/0GwbT6

                  About RiceBran Technologies

Headquartered in Scottsdale, Arizona, RiceBran Technologies --
http://www.ricebrantech.com/-- is a food, animal nutrition, and
specialty ingredient company focused on the procurement,
bio-refining and marketing of numerous products derived from rice
bran.  RiceBran has proprietary and patented intellectual property
that allows the Company to convert rice bran, one of the world's
most underutilized food sources, into a number of highly nutritious
food, animal nutrition and specialty ingredient products.

RiceBran incurred a net loss attributable to common shareholders of
$9.10 million in 2016 compared to a loss attributable to common
shareholders of $8.3 million in 2015.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has suffered recurring losses from
operations resulting in an accumulated deficit of $260 million at
Dec. 31, 2016.  This factor among other things, raises substantial
doubt about its ability to continue as a going concern.


RINA DIMONTELLA: Wants to Use Cash Collateral Through Nov. 30
-------------------------------------------------------------
Rina diMontella Fashions, LLC, seeks permission from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to use
through Nov. 30, 2017, cash collateral to continue operations in
the ordinary course of business.

Prior to the Petition Date, Univest Bank and Trust Co., formerly
Valley Green Bank made a loan to the Debtor secured by a first lien
position on the Debtor's property.  As of October 2017, the balance
alleged to be due and owing to the Lender form the Debtor is
approximately $288,000.  The Debtor submits the Loan is secured by
the Debtor's dress inventory and accounts receivable.  The Debtor
believes the value of its inventory is approximately $150,000 and
its accounts receivable, as of the Petition Date, aggregate to
approximately $67,000.

Moreover, the IRS has two secured liens on all of the assets of the
Debtor in the aggregate approximate amount of $67,369.99 that prime
the Lender.  Therefore, the Debtor submits the Lender is
undersecured.  The Debtor owes approximately $8,623.94 to the
Commonwealth of Pennsylvania due to unpaid employer withholding
taxes related to operations in 2016.

The Debtor proposes to provide adequate protection to the Lender
and any other party asserting a lien on cash accounts in the form
of a replacement lien of the same extent, priority and validity as
existed pre-petition.  

The Debtor prepared a budget detailing its projected monthly
revenue of $20,000 and its fixed monthly expenses of approximately
$10,000.  

Prior to the Petition Date, the Debtor also received loans from
non-traditional, hard money lenders, which include Strategic
Funding Source, Inc., Cap Call, LLC, Midtown Resources, LLC, and
Complete Business Solutions Group, Inc.  The Debtor submits the
non-traditional lenders are entirely unsecured and have no interest
in cash collateral.

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

          http://bankrupt.com/misc/paeb17-17747-4.pdf

                About Rina diMontella Fashions

Headquartered in Fort Washington, Pennsylvania, Rina diMontella
Fashions, LLC (Bankr. E.D. Pa. Case No. 16-17747) on Nov. 14, 2017,
estimating its assets at between $100,001 and $500,000 and its
liabilities at between $500,001 and $1 million.  Albert A. Ciardi,
III, Esq., at Ciardi Ciardi & Astin, P.C., serves as the Debtor's
bankruptcy counsel.


RITE AID: Egan-Jones Cuts Sr. Unsecured Ratings to B+
-----------------------------------------------------
Egan-Jones Ratings Company, on Sept. 20, 2017, lowered the foreign
currency and local currency senior unsecured ratings on debt issued
by Rite Aid Corp. to B+ from BB-.

Rite Aid Corp. is a drugstore chain in the United States and a
Fortune 500 company headquartered in East Pennsboro Township,
Cumberland County, Pennsylvania, near Camp Hill.


ROYAL FLUSH: Court Approves Fourth Amended Disclosure Statement
---------------------------------------------------------------
Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania approved Royal Flush, Inc.'s
fourth amended disclosure statement to accompany its plan of
reorganization.

Dec. 12, 2017, is fixed as the last day for serving ballots which
are written acceptances or rejections of the plan.

Dec. 12, 2017, is fixed as the last day for filing and serving
written objections to the confirmation of the plan.

Dec. 19, 2017, at 10:00 AM in Courtroom D, 54th Floor, U.S. Steel
Tower, 600 Grant Street, Pittsburgh PA 15219 is the date and time
fixed for hearing on confirmation of the plan.

                         About Royal Flush

Headquartered in Spring Church, Pennsylvania, Royal Flush, Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 16-23458) on Sept. 15, 2016, estimating its assets and
liabilities at between $1 million and $10 million each.  The
petition was signed by Carol A. Swank, secretary/treasurer.

Judge Jeffery A. Deller presides over the case.  Donald R.
Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's
bankruptcy counsel.  The Debtor hired C&H Accounting, LLC, as its
accountant.

Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20, 2016,
appointed five creditors of Royal Flush, Inc., to serve on the
official committee of unsecured creditors.  The committee is
represented by Leech Tishman Fuscaldo & Lampl, LLC.


RYCKMAN CREEK: Fails to Disclose Facility Status, Questar Says
--------------------------------------------------------------
Questar Gas Company, d/b/a Dominion Energy, objects to the Fifth
Amended Disclosure Statement with Respect to the Fourth Amended
Joint Chapter 11 Plan of Reorganization of Ryckman Creek Resources,
LLC and its Affiliated Debtors and the supplemental motion to
approve the Fifth Disclosure Statement filed by the Debtors.

On April 18, 2011, Questar Gas and Debtor Ryckman Creek Resources,
LLC entered into that certain Firm Storage Service Precedent
Agreement, pursuant to which Ryckman was to develop a subsurface
natural gas storage facility in Unita County, Wyoming -- the
"Ryckman Creek Facility" -- including the construction of
above-ground facilities, and, upon completion and placement of the
Ryckman Creek Facility into service, Questar Gas would store
natural gas in the facility under the terms of a future gas storage
service agreement.

Pre-petition, on January 25, 2016, Questar Gas delivered a Notice
of Termination of Precedent Agreement to Ryckman, in which Questar
Gas contended that Ryckman had failed to commence storage services
by the "Final In-Service Date" under the Precedent Agreement.

On August 3, 2016, Questar Gas sought relief from the automatic
stay to pursue a declaratory judgment in Texas state court to
declare that the Precedent Agreement was validly terminated
prepetition by the Notice of Termination.

In settlement of the Questar Gas Motion, Ryckman and Questar Gas
entered into a settlement agreement. The Court approved the Questar
Contract by order dated February 14, 2017.

Although the Debtors have claimed that they are capable of
providing services to Questar Gas in conformity with the Questar
Contract, it is dubious whether they can actually do so and whether
they will be able, under the proposed Confirmation Plan, to provide
reliable gas storage services or allow gas withdrawals in
conformity with the Questar Contract or industry standards.

Specifically, the Debtors have indicated to Questar Gas that they
have significant water concerns in the Ryckman Creek Facility and
that they have not been using the Nitrogen Removal Unit, which has
been a persistent concern for some time. Questar Gas has not been
able to determine whether Debtors can withdraw natural gas from
their storage reservoir that is of a quality that it can be shipped
on Questar Pipeline Company's 3 pipeline ("on-spec gas") to Questar
Gas, as required by the Questar Contract.

Questar Gas is concerned that Debtors' operations may not be
sufficiently viable to operate in a post-confirmation condition,
absent a functioning and reliable Ryckman Creek Facility, a
satisfactory demonstration that the gas provided from the reservoir
is on-spec, and a demonstration that the Debtors can withdraw and
deliver such on-spec gas to Questar Gas on a regular basis. In
which case, Questar Gas would not be able to rely upon the Debtors
to deliver gas when it is needed to serve Questar Gas' residential
and commercial customers in Utah, Idaho, and Wyoming.

Questar Gas contends that missing from the Fifth Disclosure
Statement is the information necessary to inform
parties-in-interest about the current status of these estates and
to allow them to evaluate whether Debtors can properly operate
their key asset now and post-confirmation, whether and when the
defects in the Ryckman Creek Facility have been (or will be)
remedied, and whether Debtors have a future to reorganize.

Specifically, Questar Gas takes issue with the representations in
the Fourth Disclosure Statement regarding the operations at the
Ryckman Creek Facility:

      (a) Questar Gas disputes that the NRU (nitrogent removal
unit) was fully operational in the "late summer and fall of 2016."
Information obtained by Questar Gas indicates that Debtors
experienced numerous issues with the NRU, including up through the
fall of 2016, and that Debtors had to service the NRU and
completely re-start the system in the fall of 2016. In addition,
the Fifth Disclosure Statement contains no representation that the
NRU is now fully operational. A functioning NRU is key to Ryckman's
ability to service Questar Gas and other customers, and deliver
on-spec gas now and to operate post-confirmation.

      (b) "The use of blend gas is typical in the Debtors' industry
and can be an efficient alternative to utilizing the NRU." Questar
Gas disputes this categorical statement. While blending gas is used
in gas storage, it is not typical for a storage facility to blend
gas (or wheel gas) as Debtors are believed to be doing here -- i.e.
to meet pipeline specifications and satisfy withdrawal requests on
an on-going basis. More fundamentally, the need to blend or wheel
gas on a regular basis evidences potential financial instability
and operational problems at the Ryckman Creek Facility.

      (b) "Another key operational issue facing the Debtors is the
unanticipated amount of water being pulled from the ground as gas
is extracted. The amount of water being extracted from the
reservoir limits the amount of gas that the Company can extract,
and therefore the amount of gas that the Debtors can contract to
deliver to customers." This disclosure evidences a significant
operational problem at the Ryckman Creek Facility. If the
operational problems are not remedied, on-spec gas cannot be
provided during periods of operation due to excess water in the
gas, and the facility may not be able to meet customer
requirements, impacting the Debtors' long-term viability. This
disclosure is even more suspect, given the dramatic reduction in
Debtors' commitment to remedy the operational issues at the Ryckman
Creek Facility.

Questar Gas asserts that Questar Gas and other parties in interest
have a right to know whether the Ryckman Creek Facility is properly
functional and that Debtors can perform under their existing and
future customer contracts. The Fifth Disclosure Statement does not
provide adequate information regarding these issues, and the
proposed solicitation procedures improperly allow Debtors to
sidestep these issues.

At that March 2017 hearing, Debtors estimated that it would take
$10 million to $20 million in capital expenditures to remedy the
water issues. Now, however, in the Fifth Disclosure Statement,
Debtors only project to devote $2,250,000 -- just 15% of the
$15,000,000 projected just a few months ago -- to remedy the water
issues at the Ryckman Creek Facility. Similarly, in fourth amended
disclosure statement, the Debtors projected a total of $17,000,000
in near-term capital expenditures at the Ryckman Creek Facility.

However, in the Fifth Disclosure Statement, the Debtors reduce the
total projected capital expenditures by more than 50%, and provides
no explanation for these dramatically reduced capital expenditure
projections. Furthermore, the Fifth Disclosure Statement makes no
representation that these expenditures would in fact resolve the
existing facility problems.

Whether Debtors can operate the facility that is the primary asset
of these estates and assume and perform on their current and future
contracts are the central issue of these cases, and the touchstone
of plan feasibility. But Debtors' Fifth Disclosure Statement and
proposed confirmation process allows Debtors to sidestep these
issues and fails to provide key parties with sufficient information
to evaluate Debtors' prospects. Debtors' ability to assume and
perform their material customer contracts is an issue that should
be, but is not, adequately disclosed in the Fifth Disclosure
Statement.

Because the operational fitness of the Rycicman Creek Facility is a
complicated and fact-intensive inquiry of adequate assurance of
future performance, Questar Gas tells the Court that the issue
should be determined prior to or in connection with confirmation.
Questar Gas asserts that customer-contract and operational issues
are fundamental to Debtors' business. Indeed, the viability of
Debtors business turns on Debtors' ability to serve customers and
to, deliver on-spec gas. Because these issues go to the very
feasibility of the Plan, and because the Fifth Disclosure Statement
does not provide adequate information or a process for determining
these issues, the motion to approve the Fifth Disclosure Statement
should be denied as proposed.

Counsel for Questar Gas Company:

             Lucian B. Murley, Esq.
             SAUL EWING ARNSTEIN & LEHR LLP
             1201 N. Market Street, Suite 2300
             P.O. Box 1266
             Wilmington, DE 19899
             Telephone: (302) 421-6898
             Facsimile: (302) 421-5864
             Email: luke.rnurley@saul.com
             -- and --

             Cameron L. Sabin, Esq.
             STOEL RIVES LLP
             201 S. Main Street, Suite 1100
             Salt Lake City, UT 84111-4904
             Telephone: (801) 578-6929
             Facsimile: (801) 578-6999
             Email: cameron.sabin@stoel.com

              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.

On April 11, 2016, Ryckman Creek Resources disclosed total assets
of more than $205 million and total debt of more than
$391.2million.

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.


SAEXPLORATION HOLDINGS: Has $13.8 Million Net Loss for 3rd Quarter
------------------------------------------------------------------
SAExploration Holdings, Inc., announced its consolidated financial
results for the third quarter and nine months ended Sept. 30,
2017.

Jeff Hastings, chairman and CEO of SAE, commented, "In the third
quarter, we continued to manage a very difficult business
environment due to persistent low levels of exploration spending.
While overall revenue was up sequentially when compared to the
second quarter of this year, global seismic activity remains
sharply lower than in prior years.  Moreover, pricing on new
projects continues to be less favorable, and indecision on
approving new projects continues to hamper our visibility on new
business prospects.  While we are encouraged by the gradual
improvement in commodity prices, and our continuing dialogue with
core customers regarding future project opportunities, we expect
any meaningful turn in the cycle to take time before we experience
increased activity and corresponding revenue."

Mr. Hastings continued, "Given where our contracted backlog
currently stands, we expect the fourth quarter to be relatively
inactive as we prepare for the upcoming winter season in Alaska and
Canada at the beginning of next year.  Looking further into next
year, we believe the revenue from a combination of projects in
Colombia, which is proving to be a bright spot on the back of the
long-term agreement we signed with Hocol earlier this year, and
Alaska and Canada, will be sufficient to support our improving cost
structure.  Additionally, activity levels in the ocean-bottom
marine market continue to be robust.  While a very competitive
market, any new marine project awards would represent meaningful
upside to our outlook.  We are also encouraged by conversations
with specific customers regarding unique opportunities involving
potential strategic agreements and new, innovative technology,
which we believe could add additional competitive advantages to our
differentiated business model.  Equally important, we remain
hopeful that we will receive and ultimately monetize our remaining
Alaskan tax credits, although the timing of both remains uncertain.
We continue to engage in constructive dialogue with potential
purchasers of tax credits as the state of Alaska works through the
regulations that will implement the new legislation passed a few
months ago that may re-open the secondary market."

Mr. Hastings concluded, "We remain fervently focused on positioning
SAE to adapt and become more competitive during this cycle, as
evidenced by our recent transactions to extend the maturity of our
$30 million senior term loan to 2020 and replace our revolving
credit facility.  We are also committed to creating and
implementing a more sustainable solution to our capital structure
-- specifically, one that right sizes our balance sheet while
providing the opportunity to generate long-term upside for our
equity in a broader market recovery.  As we continue to transition
the company, both financially and structurally, we remain dedicated
to serving our valued customers with our differentiated business
model and proven operational strategy."

              Third Quarter 2017 Financial Results

Revenues decreased 32.0% to $22.5 million from $33.0 million in Q3
2016, primarily due to a decrease in revenue from South America,
which was primarily impacted by a large project in Bolivia during
Q3 2016 not being repeated in the same period this year, partially
offset by a year-over-year increase in smaller projects in
Colombia.  Activity levels in all jurisdictions continue to be
impacted by poor market conditions due to a sustained low commodity
price environment and continued uncertainty regarding the outlook
for the oil and gas industry.

Gross profit increased 6.9% to $1.5 million, or 6.6% of revenues,
from $1.4 million, or 4.2% of revenues, in Q3 2016.  Gross profit
for Q3 2017 and Q3 2016 included depreciation expense of $2.8
million and $4.1 million, respectively.  Gross profit excluding
depreciation expense, or adjusted gross profit, which is a non-GAAP
measure that is defined and calculated below, for Q3 2017 was $4.3
million, or 19.1% of revenues, compared to $5.5 million, or 16.7%
of revenues, in Q3 2016.  The year-over-year improvement in gross
profit during Q3 2017 was primarily due to increased efficiency in
project execution in South America and decreased depreciation
expense from the sale of ocean bottom nodal equipment in the fourth
quarter of 2016.

Selling, general and administrative expenses during the quarter
decreased 13.2% to $6.0 million, or 26.8% of revenues, from $6.9
million, or 21.0% of revenues, in Q3 2016. The decrease in SG&A
expenses was primarily due to lower revenue in Q3 2017 compared to
the same period last year.  However, this was partially offset by
an increase in non-cash share-based compensation expense in Q3
2017.  During Q3 2017 and Q3 2016, there were approximately $0.6
million and $1.3 million, respectively, of non-recurring or
non-cash expenses included in SG&A.

Loss before income taxes was $(11.9) million during the quarter,
compared to $(16.3) million in Q3 2016.  The decrease in loss
before income taxes was largely due to an increase in primarily
unrealized foreign currency gains in Canada and Brazil and a
decrease in debt restructuring costs compared to Q3 2016.  During
Q3 2017, other expense also included, among other items, $7.5
million of interest expense, of which, approximately $4.4 million
was non-cash amortization of loan issuance costs and $0.4 million
was interest that was paid in-kind.

Net loss attributable to the Corporation for the quarter was
$(13.8) million, or $(1.46) per diluted share, compared to $(17.4)
million, or $(2.62) per diluted share, on a reverse split-adjusted
basis, in Q3 2016.  Net loss was impacted by a number of factors
during Q3 2017, including:

  * Higher foreign currency gains primarily related to unrealized
    transactions in Canada and Brazil;

  * A decrease in costs incurred on debt restructurings of $2.7
    million; and

  * Lower SG&A expenses due to lower revenue; partially offset by

  * Higher foreign currency losses due to trade and foreign
    currency exposure on a project in Nigeria.

Adjusted EBITDA, which is a non-GAAP measure and is defined and
calculated below, was $(1.2) million during the quarter, or -5.1%
of revenues, compared to $(0.1) million, or -0.4% of revenues, in
Q3 2016.

Capital expenditures for the third quarter in both 2017 and 2016
were $0.1 million.  The low level of capital expenditures in both
periods was primarily due to the continuation of unfavorable
conditions in the oil and gas industry, which presented limited to
no growth opportunities requiring capital expenditures.

                Year-to-Date 2017 Financial Results

Revenues decreased 32.2% to $122.2 million from $180.2 million in
the first nine months of 2016.  Year-to-date 2017 revenues
decreased significantly in North and South America due to a
decrease in active projects in these regions compared to the prior
period.  In Alaska, the decrease in activity was mainly due to
changes in state legislation that created uncertainty at the
customer level with respect to their capital spending plans.  The
year-over-year decrease in revenue in South America was largely
attributable to a large project in Bolivia in the first nine months
of 2016 compared to limited activity in Bolivia during the same
period in 2017.  The overall decrease in year-to-date 2017 revenue
was partially offset by a large increase in activity in West Africa
from an ocean-bottom marine project that was completed during the
first quarter of 2017.  Activity in Canada during the first nine
months of 2017 improved marginally compared to the same period in
2016.

Gross profit decreased 42.1% to $25.6 million, or 20.9% of
revenues, from $44.2 million, or 24.5% of revenues, in the first
nine months of 2016.  Year-to-date gross profit in 2017 and 2016
included depreciation expense of $9.0 million and $12.5 million,
respectively.  Excluding depreciation expense, adjusted gross
profit for the first nine months of 2017 was $34.6 million, or
28.3% of revenues, compared to $56.7 million, or 31.5% of revenues,
in the first nine months of 2016.  The decrease in gross profit was
primarily related to the decrease in revenue from a reduction in
the number of active projects in the first nine months of 2017
compared to the same period in 2016 and increased pricing pressure
due to a continued depressed oil and gas market which has resulted
in tightening margins.  This was partially offset by a decrease in
depreciation expense resulting from the sale of some ocean-bottom
nodal recording equipment in the fourth quarter of 2016 and an
increase in revenue from West Africa.

SG&A expenses decreased 9.6% to $18.9 million, or 15.4% of
revenues, from $20.9 million, or 11.6% of revenues, in the first
nine months of 2016.  The decrease in SG&A expenses was primarily
due to a decrease in revenue and a decrease in severance costs
partially offset by an increase in stock-based compensation
expense.  During the first nine months of 2017 and 2016, there were
approximately $2.1 million and $2.4 million, respectively, of
non-recurring or non-cash expenses included in SG&A.

Income (loss) before income taxes was $(18.7) million, compared to
$4.7 million in the first nine months of 2016.  The decrease in
income before income taxes was largely due to a meaningful increase
in other expense.  During the first nine months of 2017, other
expense included, among other items, approximately $24.4 million of
interest expense, of which approximately $14.9 million was non-cash
amortization of loan issuance costs and $4.8 million of interest
that was paid in-kind.  Also included in year-to-date 2017 other
expense was a $0.7 million foreign exchange loss, compared to a
$2.1 million foreign exchange gain in the same period last year.

Provision for income taxes was $4.2 million, compared to $4.6
million during the first nine months of 2016.  The decrease in
provision for income taxes was primarily due to fluctuations in
earnings among the various jurisdictions in which the company
operates, decreases in permanent tax differences, offset by
increases in deferred tax valuation allowances related to U.S.
losses and net operating loss carryforwards available to be used in
future periods.

Net loss attributable to the Corporation was $(24.8) million, or
$(2.65) per diluted share, compared to $(2.9) million, or $(1.26)
per diluted share, in the first nine months of 2016.  Net loss
attributable to the Corporation in the first nine months of 2017
was impacted by a number of factors, including:

   * Lower gross profit as a result of decreased revenues;

   * Higher interest expense, primarily attributable to
     amortization of loan issuance costs;

   * Decrease in gains on foreign currency transactions due to  
     large gains in 2016 related to the strengthening U.S. dollar
     during that time period;

   * Increase in foreign currency loss due to trades and foreign
     currency exposure on a project in Nigeria; and

   * Proportionately higher provision for income taxes; partially
     offset by

   * Lower SG&A expenses due to lower revenue; and

  * Decrease in costs of debt restructuring of $5.0 million.

Year-to-date Adjusted EBITDA decreased 53.5% to $17.8 million, or
14.5% of revenues, from $38.3 million, or 21.2% of revenues, in the
first nine months of 2016.

Capital expenditures in the first nine months of 2017 were $2.3
million, compared to $0.8 million in the first nine months of 2016.
Year-to-date 2017 capital expenditures primarily related to the
remaining cash payments for the purchase of a set of vibrators in
the fourth quarter of 2016, as well as the purchase of additional
camp equipment and vibrators in the first quarter of 2017.  Given
the state of the industry and the significant reduction in oil and
gas activity by exploration and production companies, any
significant investment in capital expenditures, particularly in
large equipment purchases, is highly unlikely until the broader
market demonstrates a consistent and sustainable recovery.
Therefore, based on current market conditions, SAE expects its
total capital expenditures for 2017 will be under $5.0 million.

On Sept. 30, 2017, cash and cash equivalents totaled $13.5 million,
working capital was $14.7 million, total debt at face value,
excluding net unamortized premiums or discounts, was $121.9
million, and total stockholders' equity was $15.3 million.

                       Contracted Backlog

As of Sept. 30, 2017, SAE's backlog was $52.5 million. Bids
outstanding on the same date totaled $111.4 million.  The entire
backlog was comprised of land-based projects, with 62% in South
America and the remainder in North America.  SAE currently expects
to complete approximately 13% of the projects in its backlog on
September 30, 2017 during the fourth quarter of 2017, with the
balance expected to be performed during 2018.

The estimations of realization from the backlog can be impacted by
a number of factors, however, including deteriorating industry
conditions, customer delays or cancellations, permitting or project
delays and environmental conditions.

A full-text copy of the press release is available at:

                     https://is.gd/o3GjKr

                About SAExploration Holdings

Based in Houston, Texas, SAExploration Holdings, Inc. (NASDAQ:SAEX)
-- http://www.saexploration.com/-- is an internationally-focused
oilfield services company offering a full range of
vertically-integrated seismic data acquisition and logistical
support services in Alaska, Canada, South America, and Southeast
Asia to its customers in the oil and natural gas industry.  In
addition to the acquisition of 2D, 3D, time-lapse 4D and
multi-component seismic data on land, in transition zones between
land and water, and offshore in depths reaching 3,000 meters, the
Company offers a full-suite of logistical support and in-field data
processing services.  The Company operates crews around the world
that are supported by over 29,500 owned land and marine channels of
seismic data acquisition equipment and other leased equipment as
needed to complete particular projects.

SAExploration reported a net loss attributable to the Company of
$25.03 million for the year ended Dec. 31, 2016, a net loss
attributable to the Company of $9.87 million for the year ended
Dec. 31, 2015, and a net loss attributable to the Company of $41.75
million for the year Dec. 31, 2014.  The Company's balance sheet at
Sept. 30, 2017, showed $158.62 million in total assets, $143.33
million in total liabilities and $15.28 million in total
stockholders' equity.

                          *     *     *

In June 2016, S&P Global Ratings lowered its corporate credit
rating on SAExploration Holdings to 'CC' from 'CCC-'.  At the same
time, S&P lowered the issue-level rating on the company's senior
secured notes to 'CC' from 'CCC-'.  The outlook remains negative.
The downgrade follows SAExploration's announcement that it plans to
launch an exchange offer to existing holders of its 10% senior
secured notes for shares of common equity and a new issue of
second-lien notes.  Following the rating action, S&P withdrew the
corporate credit and issue-level ratings at the company's request.

In September 2016, Moody's Investors Service withdrew
SAExploration's 'Caa2' Corporate Family Rating and other ratings.
Moody's withdrew the rating for its own business reasons, as
reported by the TCR on Sept. 13, 2016.


SEARS HOLDINGS: Fairholme Capital Has 21.8% Equity Stake
--------------------------------------------------------
Fairholme Capital Management, L.L.C., disclosed in a Schedule 13D/A
filed with the Securities and Exchange Commission that as of  Nov.
3, 2017, it may be deemed to be the beneficial owner of 23,450,040
shares (21.8%) of Sears Holdings Corporation, based upon the
107,445,403 shares outstanding as of Aug. 18, 2017, according to
the Issuer.  Fairholme has the sole power to vote or direct the
vote of 0 Shares, Fairholme has the shared power to vote or direct
the vote of 17,721,873 Shares, Fairholme has the sole power to
dispose or direct the disposition of 0 Shares and Fairholme has the
shared power to dispose or direct the disposition of 23,450,040
Shares to which this filing relates.

Fairholme Funds, Inc., may be deemed to be the beneficial owner of
16,291,673 Shares (15.2%) of the Issuer.  Of the 16,291,673 Shares
deemed to be beneficially owned by the Fund, 14,497,773 are owned
by The Fairholme Fund and 1,793,900 are owned by The Fairholme
Allocation Fund, each a series of the Fund.

Bruce R. Berkowitz may be deemed to be the beneficial owner of
26,037,672 Shares (24.2%) of the Issuer.  Mr. Berkowitz has the
sole power to vote or direct the vote of 2,587,632 Shares, Mr.
Berkowitz has the shared power to vote or direct the vote of
17,721,873 Shares, Mr. Berkowitz has the sole power to dispose or
direct the disposition of 2,587,632 Shares and Mr. Berkowitz has
the shared power to dispose or direct the disposition of 23,450,040
Shares to which this filing relates.

A full-text copy of the regulatory filing is available at:

                      https://is.gd/pNQWX9

                      About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The Company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000
full-line and specialty retail stores in the United States and
Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $2.22 billion on $22.13
billion of revenues for the fiscal year 2016, compared to a net
loss of $1.12 billion on $25.14 billion of revenues for the fiscal
year 2015.  As of July 29, 2017, Sears Holdings had $8.35 billion
in total assets, $12 billion in total liabilities and a total
deficit of $3.65 billion.

                          *     *     *

In January 2017, Fitch Ratings affirmed the Long-term Issuer
Default Ratings (IDR) on Sears Holdings and its various subsidiary
entities (collectively, Sears) at 'CC'.

In December 2016, that S&P Global Ratings affirmed its ratings,
including the 'CCC+' corporate credit rating, on Sears Holdings
Corp.  "We revised our assessment of Sears' liquidity to less than
adequate from adequate based on the impact of continued and
meaningful cash use and constraints on contractually committed
liquidity from cash use and incremental secured funded borrowings,"
said credit analyst Robert Schulz.  "We do not incorporate any
significant prospective asset sales or execution of strategic
alternatives for legacy hardline brands into our assessment of
committed liquidity."

In January 2017, Moody's Investors Service downgraded Sears
Holdings' corporate family rating to 'Caa2' from 'Caa1'.  Moody's
said Sears' 'Caa2' rating reflects the company's sizable operating
losses - Domestic Adjusted EBITDA was a loss of $884 million in the
latest 12 month period.


SINCLAIR TELEVISION: Moody's Rates New $3.725BB Term Loan Ba1
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Sinclair
Television Group, Inc.'s new $3.725 billion Term Loan B (maturing
2024) under the company's existing credit agreement. The proceeds
from the financing are expected to be used to purchase the
outstanding shares of Tribune Media Company (B1 stable), refinance
certain of Tribune's existing indebtedness, pay costs and expenses
expected to be incurred in connection with the acquisition, and for
general corporate purposes. Sinclair intends to acquire Tribune for
$3.9 billion. The deal is expected to close in early 2018, subject
to clearance by the Federal Communications Commission (FCC) and the
U.S. Division of Justice (DOJ). All other ratings remain unchanged
including the Company's Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default rating, and B1 (LGD 5) rating on the Senior
Unsecured notes. The outlook remains stable.

Assignments:

Issuer: Sinclair Television Group, Inc

-- Senior Secured Bank Credit Facility, Assigned Ba1 (LGD 2)

RATINGS RATIONALE

Sinclair Broadcast Group, Inc.'s (Sinclair or SBG) Ba3 Corporate
Family Rating reflects the company's established brand, large
scale, programming diversity, and significant reach. Pro forma for
pending acquisitions, the company is the largest US broadcaster
with 551 channels on 233 TV stations in 108 markets, reaching more
than 70% of the US TV audience. From these media properties, the
company will generate over $5 billion in annualized revenue over
Moody's rating horizon, scale more consistent with investment grade
peers. Sinclair's market focus benefits from high growth political
ad revenue given its presence in 23 state capitals and 10 swing
states, including Washington. Tribune is expected to contribute to
this mix through its presence in most of the same 10 swing states.
In addition, the company's revenue model has some balance with a
mix of stable and recurring retransmission fees which are growing
at a much faster pace than its core ad revenues. Moody's expect the
addition of Tribune will improve this mix further with a strong
base of quickly growing affiliate fees generated by its WGN network
which is widely distributed to over 80 million US homes. In
addition, with the addition of Tribune, Sinclair's assets will
include a significant portfolio of valuable media properties
including its minority interests in the Food Network and Career
Builder as well as a portfolio of real estate. The Company also
benefits from a good liquidity profile supported by strong internal
cash flows and ample revolver capacity. Balancing the strengths of
the credit profile are shareholder-friendly financial policies that
tolerates moderately high leverage (Moody's adjusted) in the high
5x range, above Moody's rating tolerance for this rating category,
weakly positioning the company relative to peers. In addition, the
company's ad-dependent revenue model is vulnerable to seasonal and
cyclical swings, strongly influenced by economic changes and the
political election cycle. The ratings also reflect the threat of
disruption to the media ecosystem that is both an opportunity, but
also a competitive threat. Moody's expect the company to experience
weakness in its core ad demand as share shifts to digital and
mobile distribution platforms exposing the company to a potential
loss of market share. To defend its market position, Sinclair must
pivot its strategy to capture share in these new markets with
investments in new technologies and businesses which is a draw on
cash flows and adds operational risks.

Moody's would consider an upgrade if leverage (Moody's adjusted
debt-to-2 year average EBITDA) is sustained comfortably below 4.25x
and coverage (Moody's adjusted 2 year average Free cash
flow-to-debt) is sustained above high single-digit percent.

Moody's would consider a downgrade if leverage (Moody's adjusted
debt-to-2 year average EBITDA) rises above 5.5x, or coverage
(Moody's adjusted 2-year average Free cash flow-to-debt) falls
below 4%.

Sinclair Broadcast Group, Inc. ("Sinclair"), headquartered in Hunt
Valley, MD, and founded in 1986, will be the largest U.S.
television broadcaster when combined with Tribune Media Company (B1
stable). Pro forma for the transaction, Sinclair would own and
operate up to 233 television stations in approximately 108 markets
(including all other previously announced and pending transactions,
notably Bonten Media Group, Inc.). The station group will reach
over 70% of the US population (likely 39%, discounted for UHF
credit and net of the divestiture of stations required by
restrictions imposed by ownership rules/regulation). The affiliate
mix is diversified across primary and digital sub-channels
including ABC, CBS, NBC, and Fox. The company also owns/will own a
local cable news network in Washington D.C., four radio stations,
the Tennis Channel, the WGN network, a minority interest in the
Food Network and CareerBuilder, as well as a portfolio of real
estate assets. Members of the Smith family exercise control over
most corporate matters with one half of the eight board seats and
approximately 77% of voting rights (through the dual class share
structure). For the 12 months ended September 30, 2017, pro forma
consolidated net revenue as reported, would have been approximately
$4.7 billion.

The principal methodology used in this rating was Media Industry
published in June 2017.


SINCLAIR TELEVISION: S&P Places 'B+' Rating on Watch Positive
-------------------------------------------------------------
S&P Global Ratings placed its 'B+' issue-level rating on Sinclair
Television Group Inc.'s senior unsecured notes on CreditWatch with
positive implications. The '5' recovery rating is unchanged,
indicating our expectation for modest recovery (10%-30%; rounded
estimate: 25%) in a default scenario. The recovery rating doesn't
consider the company's proposed acquisition of Tribune Media Co.
Sinclair Television is a subsidiary of Sinclair Broadcast Group
Inc. (collectively, Sinclair).

S&P said, "We also assigned our 'BB+' issue-level rating and '1'
recovery rating to Sinclair Television's proposed $3.725 billion
senior secured term loan due 2024 and $710.2 million revolving
credit facility due 2022. The '1' recovery rating indicates our
expectation for very high (90%-100%; rounded estimate: 95%)
recovery in a default scenario."

S&P's other ratings on Sinclair remain unchanged.

Sinclair plans to use the proceeds from the term loan to partially
fund its acquisition of Tribune Media. S&P said, "We expect
increased recovery prospects for the senior unsecured lenders after
the acquisition is completed, and we will likely raise our
issue-level rating on the notes to 'BB-' from 'B+' and revise the
recovery rating to '4' from '5'.

"Our corporate credit rating on Sinclair reflects our expectation
that the company will maintain debt to average-eight-quarter EBITDA
in the 4x to low-5x range over the next 12-18 months. We expect the
company's credit ratios to improve after the proposed Tribune Media
acquisition closes due to revenue growth and synergies."

ISSUE RATINGS

Recovery Analysis

Key analytical factors

S&P said, "Our simulated default scenario contemplates a default in
2021 due to a larger-than-expected drop in EBITDA in a nonelection
year, competitive pressure from alternative media, a prolonged
decline in advertising revenue due to an economic downturn, the
company's failure to generate retransmission revenue commensurate
with its local market and relevant TV networks, the company's
failure to successfully integrate future acquisitions or
effectively manage the combined business, or a combination of these
factors.

"We expect the senior unsecured noteholders to face better recovery
prospects under the proposed pro forma capital structure, which
would cause us to revise our recovery rating on the notes to '4'
from '5' if the acquisition is completed as expected."

The proposed capital structure consists of a $710.2 million
revolving credit facility due 2022, approximately $5.3 billion
senior secured term loans (including the proposed $3.725 billion
term loan due 2024), and roughly $3.5 billion of senior unsecured
notes (including $1.09 billion notes issued by Tribune Media).

S&P said, "We understand that Sinclair's pro forma material
subsidiaries will guarantee the secured debt, and substantially all
of the borrowers' and guarantors' assets would form collateral for
the secured debt. Furthermore, Sinclair would absorb Tribune
Media's unsecured notes, and all of the material domestic
subsidiaries will guarantee the debt. Sinclair is restricted from
pledging its broadcast licenses as collateral to the secured debt,
but the debt benefits from an equity pledge of the subsidiaries
that own these licenses."

S&P applied an EBITDA multiple valuation of 7x to its estimated
emergence EBITDA of about $940 million. Simulated default
assumptions (of the pro forma combined company)

-- Simulated year of default: 2021
-- EBITDA at emergence: roughly $940 million
-- EBITDA multiple: 7x
-- Discrete asset valuation of equity investments: $1 billion
(from Tribune Media's stake in TV Food)
-- The revolving credit facility is 85% drawn in our simulated
year of default

Simplified waterfall (of the pro forma combined company)

-- Pro forma net enterprise value (after 5% administrative costs
and asset-based lender recoveries): about $7.2 billion
-- Senior secured debt: about $5.9 billion
    -- Recovery expectation: 90%-100% (rounded estimate: 95%)
-- Value available to senior unsecured claims: $1.2 billion
-- Senior unsecured notes: about $3.6 billion
    -- Recovery expectation: 30%-50% (rounded estimate: 30%)
Note: All debt amounts include six months of prepetition interest.

RATINGS LIST
  Sinclair Broadcast Group Inc.
   Corporate Credit Rating               BB-/Stable/--

  CreditWatch Action
                                        To              From
  Sinclair Television Group Inc.
   Senior Unsecured                      B+/Watch Pos     B+
    Recovery Rating                      5(25%)           5(25%)

  New Ratings

  Sinclair Television Group Inc.
   Senior Secured   $3.725 bil term loan due 2024    BB+
     Recovery Rating                                 1(95%)
    $710 mil revolving credit facility due 2022      BB+
     Recovery Rating                                 1(95%)


SNAP INTERACTIVE: Appoints Former MySpace CEO to Board
------------------------------------------------------
Snap Interactive, Inc., announced a multipoint strategy to embrace
the growth potential and technological capabilities of blockchain
technology.  Building on SNAP's legacy as a technology innovator
providing social video applications used as free speech forums
around the world, the Company has already begun to leverage key
elements of blockchain and cryptocurrency into its product suite.
SNAP envisions using its expertise to build a Blockchain Platform
strategy, with a focus on fostering next generation social
applications leveraging blockchain and cryptocurrency tokens via
internal development, partnerships and investments.

In order to drive its Blockchain Platform strategy forward, the
Company has undertaken the following important actions:

   * Addition of Science Inc. founder, former MySpace CEO and
     blockchain expert Mike Jones to the Board of Directors of
     SNAP, effective immediately;

   * Founding of the Company's Blockchain Advisory Board, with
     Mike Jones as the inaugural member, which through
     relationships and subject matter expertise is expected to
     accelerate SNAP's blockchain strategy; and

   * An extensive analysis of blockchain integration by the
     Company's blockchain development team to identify the next
     evolution of the SNAP's technology platform, with the first
     step of accepting bitcoin via payment processors announced
     earlier this year.

Planned next steps to execute on the Blockchain Platform strategy
include:

   * Start of development on SNAP's first blockchain-based new
     product initiative and potential token creation opportunity,
     leveraging Snap's live video platform and the security,
     privacy and decentralization native to blockchain technology;

   * Partnerships with blockchain companies to help further SNAP's
     platform development and augment its blockchain and
     cryptocurrency growth portfolio;

   * Strategic equity or token investments in blockchain companies

     aligned with the Company's roadmap or scope of expertise; and

   * Exploration of strategic M&A opportunities with companies
     with blockchain capabilities or untapped potential to
     leverage Snap's market position, expertise and blockchain
     technology.

The Company believes the appointment of seasoned start-up investor
and blockchain expert Mike Jones to its Board of Directors will be
a powerful catalyst for innovation, both in blockchain and in other
digital pursuits.  Mr. Jones is co-founder & CEO of Science Inc.,
whose Science Blockchain incubator is currently undertaking an
initial coin offering (ICO).  Science Blockchain has partnered with
leading blockchain companies such as BLOCKv, Civic and TaaS and
recently announced blockchain reputation network SpringRole as its
first portfolio company.  Mr. Jones and Science Inc. have
participated in more than $2.5 billion in successful exits,
including FameBit (acquired by Google) and Dollar Shave Club
(acquired by Unilever).  Mr. Jones is a serial entrepreneur and
digital industry executive, having served as CEO of MySpace prior
to founding Science Inc., and is Los Angeles's most active angel
investor.

SNAP has also formed a Blockchain Advisory Board tasked with
counseling management on accelerating the execution of the
Blockchain Platform strategy.  In addition to his role on the
corporate Board of Directors, Mike Jones has been named as the
founding member of SNAP's Blockchain Advisory Board, to which the
Company intends to make further notable appointments in the coming
weeks.

"We are very fortunate to have Mike Jones join our board to help
lead SNAP to execute on our Blockchain Platform strategy.  I
believe that Mike's track record of success in digital ventures is
impeccable, with his involvement supporting billions of dollars of
enterprise value creation for other companies," said Alex
Harrington, SNAP's chief executive officer.

Mike Jones added, "SNAP is a great platform for growth, with its
leading social video applications and promising approach to
blockchain.  I'm excited to contribute my blockchain expertise as
SNAP looks to grow to the next level."

In addition to augmenting corporate leadership, the Company's
in-house blockchain development team has concluded a several month
exploratory R&D effort to identify blockchain and cryptocurrency
applications aligned with the existing product portfolio and its
social video mission.  Through this effort, the Company has already
executed on immediate integrations, such as accepting bitcoin for
payment via payment processors, and has planned longer-term
partnership and product initiatives.  The Company intends to start
work immediately on a new social video product initiative on the
blockchain, to be announced in more detail at a later date.

In addition to in-house development, the Company intends to seek
partnerships and investment opportunities in blockchain companies
and cryptocurrency tokens to build alliances with innovators that
have valuable technology or expertise to support its Blockchain
Platform strategy.  Simultaneously, SNAP will consider M&A
opportunities to build its blockchain technology base, or to bring
blockchain applications to an acquisition partner who would not
otherwise be able to implement one, for lack of expertise.

"We believe there are an abundance of opportunities for exciting
new applications for revolutionary blockchain technology at SNAP,
and we are fortunate to have top notch blockchain development
talent in house to execute," said Mr. Harrington.  "However, the
blockchain ecosystem is exploding with innovation, and the Company
is actively seeking partnerships to springboard its development.
Some partners will fund adoption of their technology with token
grants, while others are seeking investments themselves.  We
believe that a well-placed investment in a future blockchain
success story would create a valuable strategic alignment and
create value for our enterprise."

Jason Katz, Snap's Chairman continued, "Our Blockchain Platform
strategy is the next logical step for SNAP, as a pioneering
technology innovator with a portfolio of 26 issued patents.  We
have always been at the forefront of adoption of game-changing
technologies to deliver social video applications, and we see
blockchain and cryptocurrency as the next wave in providing
private, secure and decentralized solutions. Our global customer
base, particularly in Asia and the Middle East, have used our
platform for free speech, and privacy and decentralization are
critical elements of our mission."

                   About Snap Interactive, Inc.

Snap Interactive, Inc. is a provider of live video social
networking applications built on advanced technology with future
innovation on blockchain to provide optimal streaming quality and
security.  SNAP has a diverse product portfolio consisting of nine
products, including Paltalk and Camfrog, which together host one of
the world's largest collections of video-based communities, and
FirstMet, a prominent interactive dating brand serving users 35 and
older.  The Company has a long history of technology innovation and
holds 26 patents related to video conferencing and online gaming.
For more information, please visit
http://www.snap-interactive.com.

On Oct. 7, 2016, Snap Interactive and its wholly owned subsidiary,
Snap Mobile Limited completed a business combination with
privately-held A.V.M. Software, Inc. and its wholly owned
subsidiaries, Paltalk Software Inc., Paltalk Holdings, Inc., Tiny
Acquisition Inc., Camshare, Inc. and Fire Talk LLC in accordance
with the terms of an Agreement and Plan of Merger, by and among
SNAP, SAVM Acquisition Corporation, SNAP's former wholly owned
subsidiary, AVM and Jason Katz, pursuant to which AVM merged with
and into SAVM Acquisition Corporation, with AVM surviving as a
wholly owned subsidiary of SNAP.

Snap Interactive reported a net loss of $1.45 million for the year
ended Dec. 31, 2016, a net loss of $265,926 for the year ended Dec.
31, 2015, and a net loss of $1.65 million for the year ended Dec.
31, 2014.  As of Sept. 30, 2017, Snap Interactive had $22.64
million in total assets, $5.27 million in total liabilities and
$17.36 million in total stockholders' equity.


SOFTWARE TRANSFORMATIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Software Transformations, Inc.
        5212 Tennyson Parkway, Ste 110
        Plano, TX 75024

Business Description: Based in Plano, Texas, Software
                      Transformations is an international IT
                      service provider with global presence.
                      SoftTrans has rapidly grown over the past
                      few years and currently has over 200
                      associates worldwide.  SoftTrans provides
                      technology consulting, process consulting
                      and global development services to its
                      customers.  The company's mobile application
                      development team has the ability to develop
                      applications in iPhone/iPad, Android,
                      Blackberry, Symbian, Windows Mobile, WebOS.
                      Visit http://www.softtrans.netfor more
                      information.

Chapter 11 Petition Date: November 27, 2017

Case No.: 17-42598

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Andrew B. Nichols, Esq.
                  LAW OFFICE OF ANDREW B. NICHOLS
                  990 S. Sherman Street
                  Richardson, TX 75081
                  Tel: 214-971-2445
                  Fax: 214-853-5889
                  Email: a_nichols_law@justice.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Srikanth Venkat, president.

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

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

         http://bankrupt.com/misc/txeb17-42598.pdf


SOTERA HEALTH: Moody's Affirms B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Sotera Health Topco, Inc.'s
Corporate Family Rating at B3. Moody's also affirmed the B1 rating
of the secured term loan under Sotera Health Holdings LLC which is
being increased by $100 million and the Caa2 rating of Sotera's PIK
Toggle Notes which are being increased by $75 million. Actions on
other debt instruments are detailed below. The rating outlook
remains stable.

RATINGS RATIONALE

Proceeds from the 'add on' to the term loan and PIK Toggle Notes
along with approximately $28 million of cash will be used to fund a
distribution to shareholders.

The transaction will result in Sotera's leverage increasing from
around 7.6 times to near 8 times and reflects an aggressive
financial policy. While leverage is increasing Moody's expect the
company's liquidity to remain good. The company's credit profile
also benefits from the company's solid market position and the
stable/essential demand for the company's services.

Assignments:

Issuer: Sotera Health Topco, Inc.

-- Senior Unsecured PIK notes Add-on, Assigned Caa2(LGD6)

Outlook Actions:

Issuer: Sotera Health Holdings LLC

-- Outlook, Remains Stable

Issuer: Sotera Health Topco, Inc.

-- Outlook, Remains Stable

Affirmations:

Issuer: Sotera Health Holdings LLC

-- Senior Secured Bank Credit Facility, Affirmed B1(LGD3)

-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1(LGD5)

Issuer: Sotera Health Topco, Inc.

-- Probability of Default Rating, Affirmed B3-PD

-- Corporate Family Rating, Affirmed B3

-- Senior Unsecured PIK notes, Affirmed Caa2(LGD6)

The B3 Corporate Family Rating reflects Sotera's high financial
leverage with debt/EBITDA near 8 times pro-forma at closing. The
ratings also reflect the company's aggressive financial policies,
moderate level of remaining equity in the business and weak free
cash flow generation relative to debt. The ratings also consider
the company's concentration risks with a few key suppliers. The
rating incorporate Sotera's solid market position, the
stable/essential nature of demand for its services and Moody's
expectations of moderate growth over time in line with the medical
device sector. The company has a good liquidity profile, as Moody's
expect the company will maintain positive free cash flows and it
has access to a $172.5 million revolving credit facility.

The stable rating outlook reflects Moody's expectations the company
will see leverage improvement, primarily through EBITDA growth, but
will remain high at in excess of 7 times by the end of 2018.
Ratings could be upgraded if Sotera successfully integrates recent
acquisitions and demonstrates a commitment to more conservative
financial policies such that debt/EBITDA is sustained below 6.0
times.

Ratings could be downgraded if free cash flow were expected to be
negative, there were material debt-financed dividends or
acquisitions or Sotera's liquidity profile were to erode.

Sotera Health Topco, Inc., headquartered near Cleveland, OH, is a
leading fully integrated provider of mission-critical health
sciences, lab services and sterilization solutions for the
healthcare industry. Sotera operates under four business segments
offering services in sterilization, lab and testing, gamma
technologies and medical isotopes. The company generates revenue in
excess of $650 million. Sotera is majority-owned by private equity
firm, Warburg Pincus with a minority interest held by GTCR.

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


STARWOOD PROPERTY: Moody's Rates Proposed Sr. Unsec. Notes Ba3
--------------------------------------------------------------
Moody's Investors Services assigned a Ba3 rating to Starwood
Property Trust, Inc.'s proposed issuance of senior unsecured notes,
with a stable outlook. The company's Ba2 corporate family and Ba1
senior secured term loan ratings are unaffected by the new debt
transaction.

RATINGS RATIONALE

Moody's rated Starwood's senior notes based on the company's Ba2
credit profile, the priority and proportion of the notes in
Starwood's capital structure, and the strength of the notes' asset
coverage. The new notes, a 144a issuance, feature terms that are
consistent with those of Starwood's existing $700 million senior
unsecured notes. The company intends to use the proceeds of the
notes to repay secured debt, which will improve funding
diversification. The company's pro forma ratio of secured debt to
tangible assets (reflecting Moody's standard and non-standard
adjustments) improves to approximately 42% from 44% at September
30, 2017, and asset coverage remains a solid 1.7x.

Starwood's Ba2 corporate family rating reflects the company's
strong franchise in commercial mortgage lending, investment
management, CMBS special servicing, and property investment, as
well as the firm's disciplined approach to credit risk management.
Starwood's strong capital adequacy and profitability, adjusting for
consolidated variable interest entities (VIE), strengthen the
firm's credit profile. The firm's reliance on secured debt to fund
new business is a credit weakness, but funding diversity improves
with the new notes issuance. Starwood is externally managed by SPT
Management, LLC, and is an affiliate of the privately owned
Starwood Capital Group (SCG). This arrangement provides the company
with an experienced management team and the ability to leverage
SCG's considerable expertise in commercial real estate investment.

Ratings could be upgraded if Starwood further diversifies its
funding sources to include additional senior unsecured debt and
less reliance on short-term funding sources, maintains strong,
stable profitability and low credit losses, and maintains leverage
of less than 2.0x. Ratings could be downgraded if the company
encounters material liquidity challenges, its leverage materially
increases, or its profitability significantly weakens.

Starwood Property Trust [NYSE: STWD] is the largest commercial
mortgage REIT in the US.

The principal methodology used in this rating was Finance Companies
published on December 2016.


TEC-AIR INC: Committee Taps Shaw Fishman as Legal Counsel
---------------------------------------------------------
The official committee of unsecured creditors of Tec-Air, Inc.,
received approval from the U.S. Bankruptcy Court for the Northern
District of Illinois to hire Shaw Fishman Glantz & Towbin LLC as
its legal counsel.

The firm will advise the committee regarding its duties under the
Bankruptcy Code; investigate the Debtor's financial condition;
assist in any potential sale of assets; and provide other legal
services related to the Debtor's Chapter 11 case.

The firm's standard hourly rates are:

     Members        $390 - $725
     Of Counsel     $395 - $475
     Associates     $270 - $365
     Paralegals     $145 - $220

Shaw Fishman has agreed to charge a reduced rate of $500 per hour
for Ira Bodenstein, Esq.; a reduced rate of $400 per hour for
Gordon Gouveia, Esq.; and a maximum $300 hourly rate for
associates.  

Mr. Gouveia disclosed in a court filing that he and other attorneys
of the firm have no interest adverse to the committee, the Debtor's
estate and creditors.

Shaw Fishman can be reached through:

     Ira Bodenstein, Esq.
     Gordon E. Gouveia, Esq.
     Christina M. Sanfelippo, Esq.
     Shaw Fishman Glantz & Towbin LLC
     321 North Clark Street, Suite 800
     Chicago, IL 60654
     Phone: (312) 541-0151
     Email: ibodenstein@shawfishman.com
            ggouveia@shawfishman.com
            csanfelippo@shawfishman.com

                        About Tec-Air, Inc.

Tec-Air, Inc., doing business as Tec Air, Inc. --
https://www.tecairinc.com/ -- manufactures, designs and develops
injection molded plastic parts for the consumer appliance,
automotive, off highway vehicle, industrial equipment, medical, air
movement and HVAC industries. Tec-Air's 130,000-square-foot
manufacturing facility, engineering lab, and business headquarters
are located in Lake Business Center in Munster, Indiana. The
company was founded by Richard E. Swin, Sr. in 1965.

Tec-Air, Inc. sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 17-32273) on Oct. 27, 2017. The petition was signed by Robert
J. McMurtry, president/chief executive officer. The Debtor
estimated assets and liabilities in the range of $1 million to $10
million. The case is assigned to Judge Janet S. Baer. The Debtor
tapped Michael H. Traison, Esq., Jason S. Steele, Esq., and Nicole
Stefanelli, Esq., at Cullen and Dykman LLP as counsel.

On November 6, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


TERRAFORM POWER: Fitch Assigns First-Time BB- IDR; Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned a first-time Issuer Default Rating (IDR)
of 'BB-' to TerraForm Power Operating, LLC (TERPO). Additionally,
Fitch has assigned a 'BB+/RR1' to TERPO's senior secured term loan
B and a 'BB/RR2' to its senior unsecured notes. The Rating Outlook
is Stable. Fitch has also assigned a 'BB'/'RR2' rating to TERPO's
proposed two-part offering of $1 billion senior unsecured notes due
2023 and 2028. The net proceeds will be used along with cash on
hand to redeem in full the existing notes due 2023, of which $950
million are outstanding.

Fitch is rating TERPO based upon a deconsolidated approach as the
company's operating assets are projects largely financed with
non-recourse debt. Fitch is forecasting holdco-only FFO adjusted
leverage to decline from 7x to high 5x range over the forecast
period, primarily through cost cutting and deleveraging. TERPO's
relatively high leverage is mitigated by the quality and young age
of its long-dated wind and solar portfolio and the robust recovery
value derived from its unencumbered assets.

KEY RATING DRIVERS

Contracted cash flows and asset diversity: TERPO is the owner and
operator of 2.6 GW of wind and solar assets located primarily in
the U.S. The portfolio comprises of diversified projects operating
in 26 states and Canada, with small investments in Chile and U.K.
The assets produce stable cash flows underpinned by long-term
contracts (15 year average remaining life) and creditworthy
off-takers. As measured by capacity, TERPO's fleet is 59% wind and
41% solar; however, on a cash flow basis the mix shifts to 61%
solar and 39% wind. Additionally, there is minimal asset
concentration with no asset contributing more than 9% of cash flows
and the top nine projects accounting for 51% of cash flows. The
relative young age of the fleet also supports asset quality with an
average fleet age of four years.

Strong Sponsor Support: As of Oct. 16, 2017, Brookfield Asset
Management (Brookfield) indirectly owns 51% of the voting
securities for TERPO's parent company, TerraForm Power, Inc.
(TERP), . Brookfield also assumed the role of TERP's sponsor, which
had originally been held by bankrupt SunEdison, Inc. (SunEdison).
Brookfield brings to TERP its expertise from managing $265 billion
of assets including approximately $33 billion power assets, of
which 14 GW is renewable generation. TERP is expected to serve as
Brookfield's primary owner of operating wind and energy assets in
North America and Western Europe. Brookfield has committed to
support TERP through key agreements including management services
agreement (MSA), access to a 3,500 MW right of first offer (ROFO)
portfolio consisting of operating wind and solar assets, and a $500
million four-year secured credit facility at TERP if needed for
acquisitions. Any remaining SunEdison bankruptcy issues are not
expected to be material to credit quality. While Fitch expects
Brookfield sponsorship to be supportive of TERPO's credit quality,
the relationship is currently nascent.

Growth Strategy: Unlike TERPO's previous sponsor, SunEdison, Fitch
expects Brookfield to employ a relatively conservative and
sustainable growth strategy while improving operations and
financial performance. Fitch considers TERP's targeted distribution
per share growth of 5%-8% to be modest compared to other industry
participants. TERP anticipates achieving the targeted growth
through cost reductions in the intermediate term and through
organic growth and acquisitions over the longer term. Brookfield is
expected to rationalize and streamline TERPO's cost structure
resultant from multiple acquisitions directed by the previous
sponsor. Additionally, the company expects to reduce operations and
maintenance expenses as high cost legacy O&M contracts roll off and
TERP is able to re-contract at lower rates or in-source activities.
The company is targeting $10 million expense reduction within the
first year and an additional $15 million reduction over the next
two to three years. Brookfield's elimination of the high splits
(50%) of TERP's incentive distribution rights will aid TERPO's
growth prospects.

Investment Grade Projects: TERPO structures its non-recourse
projects to be investment grade, generally targeting a conservative
65% debt to total capital. Most TERPO projects have a required debt
service coverage ratio (DSCR) of 1.15-1.20x; however, the projects
typically post DSCRs well in excess of the minimum. The
conservative project level financing is a mitigating factor for the
high parent level leverage.

Target Capital Structure: Fitch expects TERPO to target a capital
structure that is consistent with the common yieldco rating in the
'BB' category, largely through cost savings and deleveraging in the
intermediate term. Fitch is forecasting holdco-only FFO adjusted
leverage in the high 5x range over the forecast period. Offsetting
TERPO's near-term high leverage is the high quality nature of the
portfolio and the equity value from significant unencumbered
project assets. TERPO's publicly stated long-term target is net
holdco debt/ cash available for debt service (CAFDS) of 4.0x to
5.0x. Management's calculations do not include the management fee
paid to Brookfield, which Fitch subtracts from holdco FFO.

Variability of Wind Resource a Key Risk: Fitch views resource
variability as a key risk factor for TERPO since renewable
generation is intermittent. However, solar resource availability
has typically been strong and predictable in Fitch's experience and
the geographical diversity of TERPO's wind projects somewhat
mitigates wind resource variability. Fitch has used P50 to
determine its rating case production assumption as Fitch believes
asset and geographic diversity reduces the impact that a poor
resource could have on the distribution from a single project.

Tax Policy: The ongoing tax reform initiatives in Washington could
have negative impact on the economics of TERPO's growth prospects
especially on its wind portfolio. However, Fitch believes State
Renewable Policy Standards (RPS), global trend for de-carbonization
and improving cost competitiveness and operating efficiency will
continue to drive renewables growth in the U.S. TERPO is poised to
benefit from that growth through expansion of existing assets, ROFO
pipeline, and acquisitions.

DERIVATION SUMMARY

Fitch is rating TERPO based upon a deconsolidated approach. TERPO's
subsidiaries are project subsidiaries that have been financed using
non-recourse debt or with tax equity. The project debt contains no
cross default language with other project debt or TERPO, thereby
allowing TERPO to walk away from a non-performing asset. Fitch
applies the deconsolidated approach to NextEra Energy Partners, AES
Corp, and ContourGlobal, all three of which own and operate
portfolios of non-recourse projects. Given the variable nature of
wind and solar resource and the reasonably diversified portfolio,
Fitch uses the issuer's sustained renewable production of P50 as
base case and P90 as stress case.

Fitch views TERPO's portfolio of assets to be superior to those of
ContourGlobal, which carry significant re-contracting risk as well
as political/regulatory risk in emerging markets. Fitch considers
TERPO's portfolio to also be superior to AES portfolio in terms of
contract length, no foreign currency risk, and no environmental and
commodity exposure. However, AES's portfolio is large and more
geographically diversified than TERPO. Furthermore, AES has a
demonstrated history of stable project distributions and lower
payout ratio leading to steadily improving credit metrics in recent
years. Fitch considers NEP currently better positioned than TERPO
owing to NEP's larger size and stronger credit metrics.

KEY ASSUMPTIONS

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

-- Base case uses management forecasts based on P50 scenario;
-- Annual cost savings of ~$10 million in year one with
    additional ~$15M of savings over;
-- Modest growth with average of ~100 MW of new capacity per
    annum or ~500 MW in total, which represents a ~20% increase in

    existing fleet;
-- Refinance $350 million holdco debt at project level by 2020.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Holdco leverage ratio below 5.5x on a sustained basis;
-- If TERPO and its sponsor demonstrate a track record of
    conservative and consistent approach in executing its business

    plan and managing growth from a credit perspective, positive
    rating actions can be considered.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Underperformance in the underlying assets that lends material
    variability or shortfall to expected project distributions;
-- Growth strategy underpinned by aggressive acquisitions and/or
    addition of assets in the portfolio that bear material
    volumetric, commodity, counterparty or interest rate risks;
-- Lack of access to funding that may lead TERPO to deviate from
    its target capital structure;
-- Holdco leverage ratio exceeding 6.5x on a sustainable basis.

LIQUIDITY

TERPO has adequate liquidity. It has a $450 million revolver that
expires in October 2021. Pro forma, as of Sept. 30, 2017, $265
million was drawn and $62 million LCs issued, thereby leaving $123
million of revolver capacity available excluding the sponsor line.
The primary financial covenant is a leverage ratio defined as net
holdco debt/cash flow available for debt service (CFADS). The ratio
should not exceed, (i) for the last quarter of 2017 and all
quarters in 2018, 6.50x (ii) for 2019, 6.25x (iii) for 2020, 5.75x
and (iv) for any Fiscal Quarter ending 2020, 5.50x. There are no
debt maturities at the holdco level until 2022 when the $350
million term loan will be due. As an infrastructure investment
company, TERPO's debt at the project level is largely nonrecourse.
As of Sept. 30, 2017, TERPO had $1.8 billion recourse debt and $1.7
billion nonrecourse project debt.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings with a Stable Outlook:

TerraForm Power Operating, LLC
-- Long-term IDR 'BB-';
-- Term loan 'BB+/RR1';
-- Senior unsecured notes 'BB/RR2'.


TERRAFORM POWER: Moody's Rates $1BB Senior Unsecured Notes B2
-------------------------------------------------------------
Moody's Investors Service assigned a B2 senior unsecured rating to
Terraform Power Operating LLC's (TPO or yieldco) proposed issuance
of up to $1 billion of senior unsecured notes. Concurrently,
Moody's affirmed all of TPO's existing ratings, including its B1
corporate family rating (CFR), B2 senior unsecured rating and Ba1
senior secured rating. The outlook is stable. TPO's speculative
grade liquidity rating (SGL) was affirmed at SGL-2.

TPO plans to use the proceeds raised in connection with the
proposed notes issuance to fund the early repayment of its
outstanding $950 million of senior unsecured notes due in 2023. The
Notes will be issued in one or more series with maturities up to 10
years.

RATINGS RATIONALE

"The affirmation of TPO's ratings reflects the financial stability
of the yieldco and the experience and resources of its new sponsor,
Brookfield Asset Management Inc. (Brookfield, Baa2 stable) which
became the majority shareholder (51% ownership-stake via an
affiliate) of TerraForm Power, Inc. (TERP; unrated), the public
parent company of TPO, last month", said Natividad Martel, Vice
President-Senior Analyst. The affirmation also factors in Moody's
expectation that TPO will exhibit sustainable growth and cash
distribution policies, including a target payout ratio that ranges
between 80% and 85%. The yieldco will also benefit from a reduction
in the incentive distribution rights (IDRs), which were transferred
to a Brookfield affiliate, BRE Delaware Inc (unrated).

TPO's ratings further reflect the yieldco's portfolio of solar
(around 60% of generated cash flows) and wind assets, which are
subject to contracts with satisfactory credit quality off-takers.
The ratings consider some diversification benefits because, while
over 90% of the assets (in terms of installed gross capacity)
operate in the US, they are located across several states.

Moody's ratings also consider the reduction in the issuer's
interest costs that will result from the anticipated lower coupon
of the proposed Notes while they will also allow the issuer to
improve the debt maturity profile and reduce its refinancing risk
in 2023.

The ratings also consider TPO's plans to implement cost saving
initiatives, which could enhance cash flows, as well as possible
changes in the yieldco's capital structure. The new corporate
finance strategy will focus, for example, on replacing some of the
yieldco's corporate long-term debt with project level debt at some
of its currently unencumbered assets. An increase in the amount of
amortizing project debt would reduce the yieldco's historically
significant reliance on so called "evergreen" bullet corporate debt
and better align TPO's consolidated debt maturity profile with the
assets' growing re-contracting risk over the medium to long-term, a
credit positive.

However, TPO's ratings are tempered by the assets weighted average
contracted life that hovers around fifteen years, which is among
the shorter tenors compared to other yieldcos, a credit negative.
The ratings are also constrained by the lack of a track record on
the part of the new management following the recent change in
ownership and execution risk in achieving the projected cost
savings and targeted leverage, including 4-5x holding company debt
to cash flow available to service debt (CFADS).

The stable outlook reflects Moody's expectation that TPO will
maintain an adequate financial profile with consolidated
debt/EBITDA ranging between 7x-8x despite the execution challenges.
The stable outlook also considers Moody's estimate that TPO's net
present value (NPV) of unlevered free cash flow to total
consolidated debt is low compared to other rated yieldcos.

Liquidity

TPO's SGL-2 speculative grade liquidity rating incorporates Moody's
expectation that the yieldco will maintain good liquidity over the
next 12 months. TPO currently has around $250 million available
under its $450 million committed secured bank revolving credit
facility scheduled to expire in November 2021. TPO used the
proceeds from a $350 million Term Loan (Ba1 stable) executed on
November 8, 2017 and cash on hand to reduce the outstanding
borrowings under the revolver as well as to reduce a $369 million
term loan outstanding at TPO's intermediate holding company
subsidiaries. This Term Loan is subject to typical 1% annual
amortization but also includes a soft call option exercisable
within the next six months (prepayment at 101% of the principal
amount) which could help to reduce TPO's outstanding corporate
debt, a credit positive.

The SGL-2 is also supported by several projects that are likely to
remain unencumbered over the medium-term despite the planned change
in TPO's capital structure, which further enhances the yieldco's
liquidity profile and financial flexibility. In 2017, TPO
anticipates generating approximately $105 million in pro-forma cash
flow available for distribution (CAFD). TPO plans to largely fund
its future growth opportunities using a combination of retained
cash flow (between 15-20% of its CAFD), equity (around $100 million
through 2022) and project debt. In addition, TERP's 5-year $500
million secured sponsor credit facility with Brookfield, due in
October 2022, remains fully available. This sponsor facility is
structurally subordinated to TPO's outstanding debt obligations and
further helps to insulate the group from market liquidity
disruptions.

Assignments:

Issuer: TerraForm Power Operating LLC

-- Senior Unsecured Regular Bond/Debenture, Assigned B2(LGD5)

Affirmations:

Issuer: TerraForm Power Operating LLC

-- Probability of Default Rating, Affirmed B1-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

-- Corporate Family Rating, Affirmed B1

-- Senior Secured Bank Credit Facility, Affirmed Ba1(LGD2)

-- Senior Unsecured Regular Bond/Debenture, Affirmed B2(LGD5)

Outlook:

Issuer: TerraForm Power Operating LLC

-- Outlook is stable

WHAT COULD CHANGE THE RATING UP

TPO's CFR could experience positive momentum if there is a
successful execution of management's cost saving initiatives, the
implementation of conservative corporate finance policies, and if
planned changes in the capital structure results in an improvement
in the yieldco's credit metrics. This would include funds from
operations (FFO) to debt in the range of 10%; debt to EBITDA
falling below 8.0x on a sustainable basis, or some improvement in
its NPV of unlevered free cash flows to consolidated debt.

WHAT COULD CHANGE THE RATING DOWN

TPO's CFR could be downgraded if its leverage, including
consolidated debt to EBITDA, exceeds 8.5x and/or its corporate debt
to CAFDS remains above 5.0x for an extended period of time, or if
the yieldco unexpectedly implements cash distributions and/or
growth policies that Moody's deem aggressive for the current rating
level.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.

Headquartered in Bethesda, the total return company (yieldco)
Terraform Power Operating LLC (TPO; B1 stable) currently owns 2,607
MW in renewable assets including wind (1,532 MW) and utility-scale
and distributed solar (1,075 MW) projects. Over 90% of these
projects are located in the US (2,348 MW) while the balance is
across Canada (145 MW), Chile (102 MW) and the UK (11 MW). Since
October 16, 2017, Orion US Holdings 1 L.P, an affiliate of
Brookfield Asset Management (Brookfield: Baa2, Stable) holds a 51%
ownership stake in TerraForm Power, Inc. (TERP; unrated). TERP, the
public parent of TPO is expected to serve as Brookfield's primary
vehicle to acquire operating solar and/or wind projects in North
America and Western Europe.


TERRAFORM POWER: S&P Rates $1BB Senior Unsecured Notes 'BB-'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '4'
recovery rating to TerraForm Power Operating LLC's proposed $1
billion offering of senior unsecured notes. The '4' recovery rating
reflects S&P's expectation of average (30%-50%; rounded estimate:
45%) recovery in the event of default. TerraForm Power will use the
proceeds of the financing to retire other senior unsecured debt due
in 2023 on an approximately leverage-neutral basis; it expects the
issuance to also fund some modest prepayment penalties.

S&P recently upgraded TerraForm Power to 'BB-' after its
acquisition by affiliates of Brookfield Asset Management. The
outlook is stable. No ratings are changing as a result of this
financing.

Ratings list

  TerraForm Power Operating LLC
   Corporate Credit Rating                      BB-/Stable/--

  New Rating

  TerraForm Power Operating LLC
   $1 bil sr unsec notes                        BB-
    Recovery Rating                             4(45%)


TERRAVIA HOLDINGS: Putative Class Objects to Disclosure Statement
-----------------------------------------------------------------
The Lead Plaintiffs in the Putative Securities Class Action, for
themselves and on behalf of the putative class they represent in
the Securities Litigation, submit with the U.S. Bankruptcy Court
for the District of Delaware their objection to the conditional
approval of the Combined Disclosure Statement and Chapter 11 Plan
of Liquidation filed by Terravia Holdings, Inc. and affiliates.

Norfolk County Retirement System, John Medlin, John Hussian,
Leonardo Fernandez, and Nancy Ackels, are the court-appointed Lead
Plaintiffs in the putative securities class action styled as
Norfolk County Retirement Sys. v. Solazyme Inc., Case No. 15 Civ.
2938 (HSG), pending in the United States District Court for the
Northern District of California, Oakland Division.

The Securities Litigation was filed in 2015 against Terravia
Holdings, Inc. f/k/a Solazyme Inc., its co-founder and former Chief
Executive Officer, and its Chief Financial Officer, on behalf of
the Putative Class consisting of all persons and entities who,
between February 27, 2014 and November 5, 2014, inclusive,
purchased or otherwise acquired the common stock of the Debtor
Defendant and were damaged thereby.

The Securities Litigation asserts claims and causes of action
against the Defendants based upon, among other things,
misrepresentations and omissions pertaining to the construction and
operations of a new facility in Moema, Brazil. In their complaint
in the Securities Litigation, the Lead Plaintiffs allege, among
other things, that the Defendants raised more than $200 million
from investors through a series of stock and bond offerings
representing to investors that they were building a commercially
viable oil production facility at Moema.

On August 22, 2017, the Court entered an order approving bidding
procedures for the sale of substantially all of the Debtors’
assets. The Lead Plaintiffs filed a Limited Objection to Sale
Approval requesting that a document preservation provision be added
to any order approving the sale requiring the Debtors and the
purchaser to retain any originals or true copies of the Debtors'
books, records, documents, files, electronically stored
information, tangible objects, or other evidence potentially
relevant to the Securities Litigation.

To resolve the Sale Objection, the Debtors added the following
language to the Corbion Sale Order: "The Debtors will use
reasonable best efforts, in good faith, to preserve and maintain
any and all documents and materials relevant and potentially
relevant to the allegations in all pending actions, including but
not limited to the Securities Litigation."

On October 31, 2017, the Debtors filed the Combined Disclosure
Statement and Plan. Under the Plan, holders of Class 6 claims, such
as the Lead Plaintiffs and any members of the Putative Class who
filed individual proofs of claim, are not entitled to vote and are
deemed to reject the Plan. In addition, the Lead Plaintiffs
complain that the holders of Class 6 Claims are not receiving any
distribution under the Plan.

However, the Debtors' existing insurance policies are left intact
by the Plan. The Lead Plaintiffs that these existing insurance
policies would potentially provide coverage for claims against the
Debtor Defendant and the Individual Defendants in the Securities
Litigation. The Lead Plaintiffs assert that Plan, as well as the
proposed Ballots currently contain no explanation whatsoever of any
legal or factual basis for this potential trap for unwary creditors
who happen to hold claims in both Class 6 and a separate voting or
unimpaired class.

In addition, the Lead Plaintiffs complain that the Third-Party
Release does not release the claims of any members of the Putative
Class against any non-Debtor Defendants in the Securities
Litigation, so long as they hold no other claims in voting or
unimpaired classes. However, the definition of "Releasing Parties"
and the Third-Party Release itself do not expressly limit the
release to claims related to the capacity in which the Releasing
Parties are actually deemed to be Releasing Parties (i.e., holders
of claims in voting or unimpaired classes).

As a result, members of the Putative Class who also happen to hold
claims against the Debtors in a voting class or an unimpaired
class, and who (a) vote to accept the Plan, believing they are
doing so solely in connection with their claim in the particular
voting class, (b) vote to reject but fail to opt out, (c) abstain
from voting, or (d) are not entitled to vote because their other,
non-Class 6 claims are unimpaired, could unwittingly release their
claims against the non-Debtor Defendants in the Securities
Litigation without receiving any consideration in return.

Failure to permit Lead Plaintiffs and the Putative Class to pursue
their claims against the Debtors to the extent of available
insurance coverage would result in an unjustified windfall to the
relevant insurance carriers based entirely on the Debtors'
fortuitous bankruptcy filing. The Combined Disclosure Statement and
Plan does not disclose whether or how Lead Plaintiffs and the
Putative Class would be permitted to pursue such claims, which
would have no impact on the Debtors' estates or other creditors, to
the extent of available insurance coverage. The Lead Plaintiffs
assert that the Combined Disclosure Statement and Plan should
provide such disclosure.

The Combined Disclosure Statement and Plan is completely devoid of
any information, much less adequate information, regarding the
Securities Litigation (or any other litigation against the Debtors
or their affiliates). Although "Litigation Claims" is defined in
the Plan as "any Claim for Causes of Action commenced against the
Debtors," there is no reference whatsoever to the defined term in
the remainder of the document. It does not disclose the pendency of
the Securities Litigation or the nature of the claims of Lead
Plaintiffs and the Putative Class against the Defendants in the
Securities Litigation. At a bare minimum, the Disclosure Statement
must be revised to disclose the pendency, nature, and status of the
Securities Litigation.

The Debtors undoubtedly have books, records, electronically stored
information, and other evidence potentially relevant to the
Securities Litigation in their possession, custody, and/or control.
The Corbian Sale Order currently imposes on the Debtors an
affirmative obligation to preserve such documents. The Bankruptcy
Code also requires the Debtors to maintain and preserve their
assets.

In addition, given that similar obligations to preserve Potentially
Relevant Books and Records have previously been negotiated by Lead
Plaintiffs and imposed upon the Debtors in these Chapter 11 Cases
pursuant to the Corbian Sale Order, the Lead Plaintiffs contend
that the Plan should incorporate language similar to that added to
the Corbian Sale Order, to ensure that corresponding obligations
are imposed on any custodian of the Potentially Relevant Books and
Records on a post-confirmation basis.

Bankruptcy Counsel for Lead Plaintiffs and the Putative Class:

               Christopher P. Simon, Esq.
               CROSS & SIMON, LLC
               1105 North Market Street, Suite 901
               Wilmington, DE 19801
               Telephone: (302) 777-4200
               Facsimile: (302) 777-4224
               Email: csimon@crosslaw.com

               -- and --

               Michael S. Etkin, Esq.
               Andrew Behlmann, Esq.
               Nicole Fulfree, Esq.
               LOWENSTEIN SANDLER LLP
               One Lowenstein Drive
               Roseland, New Jersey 07068
               Telephone 973-597-2500
               Email: metkin@lowenstein.com
                      abehlmann@lowenstein.com
                      nfulfree@lowenstein.com

                      About TerraVia

Headquartered in South San Francisco, California, TerraVia
Holdings, Inc. (NASDAQ:TVIA) -- http://www.terravia.com/-- is a
plant-based food, nutrition and specialty ingredients company that
harnesses the power of algae, the mother of all plants and earth's
original superfood.  TerraVia also manufactures a range of
specialty personal care ingredients for key strategic partners.

On Aug. 2, 2017, TerraVia Holdings, Inc., and its wholly-owned U.S.
subsidiaries filed voluntary petitions under chapter 11 of title 11
of the United States Code (Bankr. D. Del. Lead Case No. 17-11655).
The subsidiary debtors in the Chapter 11 cases are Solazyme Brazil
LLC and Solazyme Manufacturing 1, LLC.

The Debtors sought bankruptcy protection after reaching a deal to
sell the assets to Corbion N.V. for $20 million in cash plus the
assumption of liabilities.

The Debtors hired Davis Polk & Wardwell LLP as their lead counsel
and Richards, Layton & Finger, P.A., as co-counsel.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

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


TIME INC: Acquisition by Meredith No Impact on Moody's B1 CFR
-------------------------------------------------------------
Moody's Investors Service said the proposed announced acquisition
of Time Inc. by Meredith has no immediate impact on Time Inc.'s B1
Corporate Family Rating, B1-PD Probability of Default rating and
stable rating outlook. There is no change to the existing
debt-level ratings. Moody's expects the existing Time Inc. debt to
be fully repaid, and will withdraw all Time Inc. ratings upon
closing.


TIME INC: S&P Places 'B' CCR on Watch Positive Amid Meredith Deal
-----------------------------------------------------------------
U.S.-based Time Inc. has announced it will be acquired by Des
Moines, Iowa-based diversified media company Meredith Corp.
(unrated) for $2.8 billion. S&P expects the transaction to close by
the first-quarter 2018.

S&P Global Ratings placed its 'B' corporate credit rating on New
York City-based Time Inc. on CreditWatch with positive
implications.

S&P said, "The CreditWatch placement reflects our expectation that
we could raise our corporate credit rating on Time Inc. by one
notch once the transaction closes. We believe Time Inc.'s business
prospects and credit measures will improve, benefitting from the
cost and operating synergies and the greater business scale and
diversity that will result from the acquisition. We expect the
transaction to be fully debt funded and that pro forma leverage
will be above 5x in 2018 and then steadily decline to the high-4x
area by mid-2019 as the company realizes expected synergies.

"We expect to resolve the CreditWatch placement once the
transaction closes. An upgrade would depend on a number of factors,
including expected synergies, debt leverage, and cash flow. If Time
Inc.'s rated debt are all repaid at transaction's closing, we would
likely withdraw our ratings on the company. Alternatively, if the
transaction isn't completed, we would reassess our ratings on Time
Inc., which most likely would result in the ratings being affirmed
and removed from CreditWatch."


TULSA SCHOOL: Case Summary & 20 Top Unsecured Creditors
-------------------------------------------------------
Debtor: Tulsa School Pictures, LLC
          dba Tulsa School Pics
        10306 N 138th E Ave Ste 205
        Owasso, OK 74055

Business Description: Based in Tulsa, Oklahoma, Tulsa School
                      Pictures, LLC, is a locally owned and
                      operated school photography company.  Visit
                      http://www.tulsaschoolpics.comfor more
                      information.

Chapter 11 Petition Date: November 27, 2017

Case No.: 17-12315

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Hon. Terrence L. Michael

Debtor's Counsel: Charles Greenough, Esq.
                  MCAFEE & TAFT A PROFESSIONAL CORPORATION
                  2 W 2nd St, Suite 1100
                  Tulsa, OK 74103
                  Tel: 918-587-0000
                  Fax: 918-599-9317
                  Email: charles.greenough@mcafeetaft.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nathan Dunn, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at:

      http://bankrupt.com/misc/oknb17-12315_creditors.pdf

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

          http://bankrupt.com/misc/oknb17-12315.pdf


VIPER SERVICES: Dismissal of Ch. 11 Case Moots Lawsuit vs FFBL
--------------------------------------------------------------
In the adversary proceeding captioned VIPER SERVICES, LLC,
Plaintiff, v. FORA FINANCIAL BUSINESS LOANS, LLC, Defendant,
Adversary No. 17-1010-j (Bankr. D.N.M.), Bankruptcy Judge Robert H.
Jacobvitz ruled that dismissal of Viper's chapter 11 bankruptcy
case, absent a finding of "cause," moots Viper's preference action
asserted against FFBL.

Viper filed a voluntary petition under chapter 11 of the Bankruptcy
Code on May 14, 2015. Viper confirmed its amended Chapter 11 plan
of reorganization on May 5, 2016. On July 28, 2017, Viper and the
United States Trustee entered into a stipulated order resolving the
United States Trustee's motion to convert Viper's Chapter 11 case,
or, alternatively to dismiss Viper's Chapter 11 case. Viper failed
to comply with the terms of the Stipulated Order, and, after the
expiration of the cure period following the notice of default, the
United States Trustee submitted the Order of Dismissal, which the
Court entered on Sept. 26, 2017.

Viper points out that its confirmed Chapter 11 plan contemplated
that Viper would pursue preferential transfer actions
post-confirmation, vested this preference action in Viper as of the
Plan's effective date, and expressly retained jurisdiction for this
Court to hear and determine pending adversary proceedings after
confirmation. Viper further points out that dismissal does not
vacate the Confirmation Order, and that, because all property,
including causes of action, vested in Viper on the effective date,
there is no property of the estate to "revest" upon dismissal under
section 349(b)(3). By including those provisions in the Plan and
Confirmation Order, Viper contends that the Court has, in effect,
"ordered otherwise" per section 349(b). The Court disagrees.

There has been no determination of "cause" pursuant to 11 U.S.C.
section 349(b)(1) in the Plan or Confirmation Order. Even though by
operation of law the Confirmation Order and confirmed Plan remain
binding post-dismissal, and the plan provides for post-confirmation
retention of jurisdiction and revesting property of the estate in
Viper, including causes of action for recovery of preferences, that
does constitute a finding of "cause" under 11 U.S.C. section
349(b)(1) to reinstate avoided transfers. Nothing in the Plan or
Confirmation Order contemplates what will happen to pending
adversary proceedings upon dismissal of the Chapter 11 case
post-confirmation.

Dismissal of Viper's Chapter 11 case moots this adversary
proceeding to recover alleged preferential transfers unless the
Court were to find cause under section 349(b)(1). Viper could not
be awarded effective relief in this adversary proceeding if any
avoided transfer would simply be reinstated by operation of 11
U.S.C. section 349(b)(1)(B).

The bankruptcy case is in re: VIPER SERVICES, LLC, Debtor, No.
15-11259-j11 (Bankr. D.N.M).

A full-text copy of Judge Jacobvitz's Memorandum Opinion dated Nov.
15, 2017, is available at
https://is.gd/NRuoON from Leagle.com.

Viper Services, LLC, Plaintiff, represented by William F. Davis,
Nephi D. Hardman, William F. Davis & Assoc., P.C.

Fora Financial Business Loans, LLC, Defendant, represented by
Vincent Aubrey -- contact@aubreyfirm.com -- The Aubrey Law Firm,
PC, Chris W. Pierce, Hunt & Davis, P.C.

Headquartered in Carlsbad, NM Viper Services, LLC filed for Chapter
11 bankruptcy protection (Bankr. D.N.M. Case No.: 15-11259) on May
14, 2015, listing its total assets at $2 million to $10 million and
total liabilities at $1.9 million. The petition was signed by Aaron
S. Norman, president.


VORAS ENTERPRISE: Wants to Use Cash of 124 NY & Bank of NY Mellon
-----------------------------------------------------------------
Voras Enterprise Inc. seeks permission from the U.S. Bankruptcy
Court for the Eastern District of New York to use cash collateral
and to provide adequate protection to 124 NY Inc. and The Bank of
New York Mellon.

The Debtor's use of cash collateral has not been negotiated with
the Secured Creditors prior to making this motion.  Accordingly,
Voras respectfully requests that the Court (i) enter the interim
cash collateral order authorizing the interim use of cash
collateral, providing adequate protection, and scheduling a final
hearing; (ii) at the final hearing, enter a final court order
authorizing the continued use of cash collateral on the terms and
conditions set forth in the proposed order to be filed by the
Debtor with the Court; and (iii) grant other and further relief as
is just and proper.  Adequate protection is provided by using by
monthly rent receipts to pay monthly expenses.  Any liens and
security interests in pre-petition collateral should be continued
to the same extent post-petition in the building and rent receipts
as replacement collateral identified as cash collateral.  Nothing
new above and beyond continuing the Secured Creditors' pre-petition
rights is proposed.

The proposed interim cash collateral order provides, among other
things, that Voras will be entitled to use the cash collateral to
pay its ordinary and necessary business and operating expenses in
accordance with and subject to the terms and conditions set forth.
Generally, the proposed use of cash collateral will be consistent
with and for the purposes described in a 13-week cash flow
projection reports prepared by the Debtor.  The Debtor seeks seek
authority to use the cash collateral for, among other things: (a)
operation of the Building including working capital requirements;
(b) general corporate purposes; and (c) the costs and expenses of
administering the Chapter 11 case (including payment of the allowed
fees and expenses of professionals retained by the Debtor's estate
and U.S. Trustee fees).

The Debtor says that without access to cash collateral, its ability
to operate and ultimately restructure as a going concern will be
jeopardized to the detriment of its stakeholders.  Use of the cash
collateral will protect the Secured Creditors' interests in the
building.

As adequate protection for any diminution in the value of the
pro-petition collateral resulting from (i) the use of the cash
collateral, (ii) the use, sale or lease of the pre-petition
collateral, and (iii) the imposition of the automatic stay, the
interim cash collateral court order provides that the Secured
Creditors will be granted, pursuant to Sections 361 and 363 (e) of
the U.S. Bankruptcy Code, to the same extent, priority and validity
(if any) as the pro-petition liens existing with respect to the
pro-petition collateral as of the Petition Date, valid and
perfected, replacement security interests in, and liens on, the
same collateral, and, to the extent such includes rent receipts,
the postpetition rent receipts, subject only to the carve-out.

The building is insured by virtue of a policy of insurance covering
the building to the extent of $6 million.  The Debtor also carries
general liability coverage.  Both are paid on a current basis and
the Debtor intends to continue to keep them current during the
course of the Chapter 11 case.

The pre-petition liens and any replacement liens are proposed to be
subject to a carve-out for (i) all fees required to be paid to the
Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee
under Section 193 0(a) of title 28 of the United States Code plus
interest, if any, pursuant to Section 3717 of title 31 of the
United States Code, (ii) the costs and administrative expenses that
are permitted to be incurred by any Chapter 7 trustee pursuant to
an order of the Court following any conversion of the Chapter 11
case pursuant to Section 1112 of the Bankruptcy Code, and (iii) the
payment of allowed professional fees and disbursements incurred by
the professionals retained by the Debtor or on behalf of the
Debtor's estate.

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

          http://bankrupt.com/misc/nyeb17-45570-21.pdf

                     About Voras Enterprise

Voras Enterprise Inc. aka Voras Enterprises Inc. is a nonprofit,
tax-exempt corporation that provides community housing development
services within the Brooklyn, New York area.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 17-45570) on Oct. 26, 2017, estimating its assets
and liabilities at between $1 million and $10 million.  The
petition was signed by Jeffrey E. Dunston, president and chief
executive officer.

Judge Nancy Hershey Lord presides over the case.

Allen G Kadish, Esq., at Diconza Traurig Kadish LLP serves as the
Debtor's bankruptcy counsel.


WALTER INVESTMENT: Extends Computershare Rights Pact by One Year
----------------------------------------------------------------
Walter Investment Management Corp. and Computershare Trust Company,
N.A., as rights agent, entered into Amendment No. 1 to the Amended
and Restated Section 382 Rights Agreement, dated as of Nov. 11,
2016, between the Company and the Rights Agent.

The Rights Agreement previously defined the Final Expiration Date
as the earliest to occur of (i) the close of business on Nov. 11,
2017, (ii) the repeal of Section 382 or any successor statute if
the Board of Directors of the Company determines that the Rights
Agreement is no longer necessary for the preservation of Tax
Benefits (as defined in the Rights Agreement) or (iii) the
beginning of a taxable year of the Company to which the Board
determines that no Tax Benefits may be carried forward.

The Amendment extends the first prong of the definition of Final
Expiration Date by one year, from Nov. 11, 2017 to Nov. 11, 2018,
and amends paragraph eight of the Form of Summary of Rights so that
reference to Nov. 11, 2017 is replaced with Nov. 11, 2018.

A full-text copy of the Amended and Restated Section 382 Rights
Agreement is available for free at https://is.gd/cWu5i7

                   About Walter Investment

Walter Investment Management Corp. is an independent originator and
servicer of mortgage loans and servicer of reverse mortgage loans.
Based in Fort Washington, Pennsylvania, the Company has
approximately 4,100 employees and service a diverse loan portfolio.
For more information about Walter Investment Management Corp.,
please visit its website at www.walterinvestment.com.

The Company reported a net loss of $833.9 million for the year
ended Dec. 31, 2016, a net loss of $263.2 million in 2015, and a
net loss of $110.3 million in 2014.

Ernst & Young LLP, in Tampa, Florida, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that on July 31, 2017 the Company entered
into a Restructuring Support Agreement that provides for a
prepackaged plan of restructuring in the event the Company is
unsuccessful in otherwise restructuring its corporate debt.  The
prepackaged plan would provide court relief under the provisions of
Chapter 11 of the Bankruptcy Code.  These conditions, the auditors
said, raise substantial doubt about the Company's ability to
continue as a going concern.

                           *    *    *

In July 2017, S&P Global Ratings lowered its long-term issuer
credit rating on Walter Investment Management Corp. to 'CCC-' from
'CCC'.  The outlook is negative.

As reported by the TCR on Nov. 2, 2017, Moody's Investors Service
affirmed Walter Investment Management Corp.'s Corporate Family
Rating at Caa3.  The affirmation of Walter's ratings reflects the
similar terms and loss content of the pre-packaged bankruptcy with
the out-of-court restructuring.  Moody's said the pre-packaged
agreement requires that only the holding company file for
bankruptcy, and not the operating subsidiaries, a credit positive
as the impact of the filing on day-to-day operations will be more
limited.


WALTER INVESTMENT: Lowers Net Loss to $124.1M in Third Quarter
--------------------------------------------------------------
Walter Investment Management Corp. filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $124.13 on $176.64 million of total revenues for the
three months ended Sept. 30, 2017, compared to a net loss of
$213.26 million on $297.33 million of total revenues for the three
months ended Sept. 30, 2016.

For the nine months ended Sept. 30, 2017, the Company reported a
net loss of $213.93 million on $630.71 million of total revenues
compared to a net loss of $875.93 million on $551.57 million of
total revenues for the same period last year.

Anthony Renzi, chief executive officer and president of Walter,
said, "During the quarter, we remained focused on strengthening our
core businesses of originating and servicing Fannie, Freddie and
Ginnie Mae loans under the Ditech Financial brand and servicing
reverse loans, while pursuing opportunities to maximize results in
our legacy businesses.  We are working to increase productivity and
efficiency across the Company.  As part of these efforts, we have
made meaningful progress consolidating our core business footprint,
including making tough decisions to close locations.  Our strong
and dedicated team is committed to continuously improving the
client experience and our first priority is always listening,
learning and caring for our customers.  Looking ahead, we plan to
build on our commitment of enabling the dream of homeownership for
our customers and caring for them throughout their homeownership
journey.  We are confident that our 'front to back' process will
continue to create great customer experiences and repeat
transactions, and help us be better positioned to deliver
consistent profitability in the future."

Mr. Renzi continued, "Our operating performance is improving in
many areas, and we are continuing our financial restructuring
efforts.  As previously announced, we completed an important step
in our financial restructuring when we launched the solicitation of
certain of our creditors on November 6, 2017.  We expect our
business operations to continue as normal during the execution
phase of our financial restructuring, and we expect to emerge from
this process as a stronger company that is better positioned to
serve our customers."

As of Sept. 30, 2017, the Company had $14.97 billion in total
assets, $15.21 billion in total liabilities and a total
stockholders' deficit of $236.23 million.

Total expenses for the third quarter of 2017 were $303.1 million, a
decrease of $162.6 million as compared to the prior year quarter,
driven by $97.7 million in goodwill impairment recorded during the
third quarter of 2016 and a decrease of $41.7 million in salaries
and benefits resulting primarily from a lower average headcount
driven by site closures and various organizational changes to the
scale and proficiency of the leadership team and support functions,
and the Company's decision to exit the reverse mortgage
originations business as well as decreases related to a change in
the commissions structure, and decreases in bonus accruals,
severance, overtime and stock compensation expense related to
increased forfeitures and fewer grants during 2017.

The Company said it is not currently in compliance with, and may be
unable to regain and/or maintain compliance with, certain continued
listing standards of the NYSE.  If the Company is unable to cure
any event of noncompliance with any continued listing standard of
the NYSE within the applicable timeframe and other parameters set
forth by the NYSE, or if the Company fails to maintain compliance
with certain continued listing standards that do not provide for a
cure period, it will result in the delisting of the Company's
common stock from the NYSE, which could negatively impact the
trading price, trading volume and liquidity of, and have other
material adverse effects on, the Company's common stock.  If the
Company's common stock is delisted from the NYSE, this could also
have negative implications on the Company's business relationships
under the Company's material agreements with lenders and other
counterparties.  The Company has been in contact with the NYSE and
is working to regain compliance with NYSE continued listing
requirements, including, among other things, by restructuring its
corporate debt.  The Company is also working with the NYSE to avoid
delisting due to the Company's plan to restructure its indebtedness
under Chapter 11 of the Bankruptcy Code. The Company continues to
monitor other listing standards.  No assurance can be given that
the Company's common stock will not be delisted from the NYSE.

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

                    https://is.gd/rnSwL1

                  About Walter Investment

Walter Investment Management Corp. --
http://www.walterinvestment.com/-- is an independent servicer and
originator of mortgage loans and servicer of reverse mortgage
loans.  The Company services a wide array of loans across the
credit spectrum for its own portfolio and for GSEs, government
agencies, third-party securitization trusts and other credit
owners.  Through the consumer, correspondent and wholesale lending
channels, the Company originates and purchases residential mortgage
loans that are predominantly sold to GSEs and government agencies.
The Company also operates two supplementary businesses; asset
receivables management and real estate owned property management
and disposition.  Based in Fort Washington, Pennsylvania, the
Company has approximately 4,500 employees and services a diverse
loan portfolio.

The Company reported a net loss of $833.9 million for the year
ended Dec. 31, 2016, a net loss of $263.2 million in 2015, and a
net loss of $110.3 million in 2014.

Ernst & Young LLP, in Tampa, Florida, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that on July 31, 2017 the Company entered
into a Restructuring Support Agreement that provides for a
prepackaged plan of restructuring in the event the Company is
unsuccessful in otherwise restructuring its corporate debt.  The
prepackaged plan would provide court relief under the provisions of
Chapter 11 of the Bankruptcy Code.  These conditions, the auditors
said, raise substantial doubt about the Company's ability to
continue as a going concern.

                           *    *    *

In July 2017, S&P Global Ratings lowered its long-term issuer
credit rating on Walter Investment Management Corp. to 'CCC-' from
'CCC'.  The outlook is negative.

As reported by the TCR on Nov. 2, 2017, Moody's Investors Service
affirmed Walter Investment Management Corp.'s Corporate Family
Rating at Caa3.  The affirmation of Walter's ratings reflects the
similar terms and loss content of the pre-packaged bankruptcy with
the out-of-court restructuring.  Moody's said the pre-packaged
agreement requires that only the holding company file for
bankruptcy, and not the operating subsidiaries, a credit positive
as the impact of the filing on day-to-day operations will be more
limited.


WALTER INVESTMENT: Will File Bankruptcy Papers by Nov. 30
---------------------------------------------------------
As previously disclosed in Walter Investment Management Corp.'s
Current Report on Form 8-K dated Nov. 6, 2017, the Company
commenced the solicitation of votes to obtain acceptances for a
prepackaged plan of reorganization under Chapter 11 of the
Bankruptcy Code, which provides for the restructuring of its
indebtedness consisting of its 2013 Term Loan, Senior Notes and
Convertible Notes, as well as its outstanding common stock.  

As of Nov. 6, 2017, the holders of more than 85% of the Senior
Notes and more than 95% of the 2013 Term Loans are party to
restructuring support agreements which require them to vote to
approve the prepackaged plan of reorganization.  The Company
intends to commence a prepackaged Chapter 11 case to implement the
restructuring following the conclusion of the solicitation and on
or before Nov. 30, 2017.  The Company intends to complete the
reorganization process on an expedited basis, contemplated to be
not later than Jan. 31, 2018.  The Company's operating entities,
including Ditech and RMS, are not expected to file for Chapter 11
and expects to continue their operations in the ordinary course
throughout the consummation of the restructuring, although no
assurance can be given that this will be the case.

In connection with the restructuring, the Company, Ditech and RMS
entered into a commitment letter with certain lenders regarding the
terms of the DIP warehouse facilities, which, if approved by the
Bankruptcy Court, will provide the Company with up to $1.9 billion
in available warehouse financing.  Proceeds of the new warehouse
facilities are intended to refinance RMS's and Ditech's existing
warehouse and servicer advance facilities and to fund Ditech's and
RMS' continued business operations.  Walter will guarantee Ditech's
and RMS' obligations under the DIP Warehouse Facilities.

             About Walter Investment Management Corp.

Walter Investment Management Corp. is an independent originator and
servicer of mortgage loans and servicer of reverse mortgage loans.
Based in Fort Washington, Pennsylvania, the Company has
approximately 4,100 employees and service a diverse loan portfolio.
For more information about Walter Investment Management Corp.,
please visit its website at www.walterinvestment.com.

The Company reported a net loss of $833.9 million for the year
ended Dec. 31, 2016, a net loss of $263.2 million in 2015, and a
net loss of $110.3 million in 2014.

Ernst & Young LLP, in Tampa, Florida, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that on July 31, 2017 the Company entered
into a Restructuring Support Agreement that provides for a
prepackaged plan of restructuring in the event the Company is
unsuccessful in otherwise restructuring its corporate debt.  The
prepackaged plan would provide court relief under the provisions of
Chapter 11 of the Bankruptcy Code.  These conditions, the auditors
said, raise substantial doubt about the Company's ability to
continue as a going concern.

                           *    *    *

In July 2017, S&P Global Ratings lowered its long-term issuer
credit rating on Walter Investment Management Corp. to 'CCC-' from
'CCC'.  The outlook is negative.

As reported by the TCR on Nov. 2, 2017, Moody's Investors Service
affirmed Walter Investment Management Corp.'s Corporate Family
Rating at Caa3.  The affirmation of Walter's ratings reflects the
similar terms and loss content of the pre-packaged bankruptcy with
the out-of-court restructuring.  Moody's said the pre-packaged
agreement requires that only the holding company file for
bankruptcy, and not the operating subsidiaries, a credit positive
as the impact of the filing on day-to-day operations will be more
limited.


YIELD10 BIOSCIENCE: Incurs $2 Million Net Loss in Third Quarter
---------------------------------------------------------------
Yield10 Bioscience, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $2.02 million on $223,000 of total revenue for the three months
ended Sept. 30, 2017, compared to net income of $4.02 million on
$473,000 of total revenue for the three months ended Sept. 30,
2016.

For the nine months ended Sept. 30, 2017, Yield10 reported a net
loss of $6.84 million on $840,000 of total revenue compared to a
net loss of $5.67 million on $818,000 of total revenue for the same
period in 2016.

As of Sept. 30, 2017, Yield10 had $5.57 million in total assets,
$3.02 million in total liabilities and $2.54 million in total
stockholders' equity.

According to Yield10, "Currently, we require cash to fund our
working capital needs, to purchase capital assets, to pay our
operating lease obligations and other operating costs.  The primary
sources of our liquidity have historically included equity
financings, government research grants and income earned on cash
and short-term investments.

"Since our inception, we have incurred significant expenses related
to our research, development and commercialization efforts.  With
the exception of 2012, when we recognized $38,885 of deferred
revenue from a terminated joint venture, we have recorded losses
since our initial founding, including the three and nine months
ended September 30, 2017.  As of September 30, 2017, we had an
accumulated deficit of $340,201.  Our total unrestricted cash and
cash equivalents as of September 30, 2017, were $2,951 as compared
to $7,309 at December 31, 2016.  As of September 30, 2017, we had
no outstanding debt."

The Company's cash and cash equivalents at Sept. 30, 2017, were
held for working capital purposes.  As of Sept. 30, 2017, the
Company had restricted cash of $432,000.  Restricted cash consists
of $307,000 held in connection with the lease agreement for our
Woburn, Massachusetts facility and $125,000 held in connection with
its corporate credit card program.

"Over the course of 2017 we have focused on generating proof points
in key crops for our C3003 yield trait gene," said Oliver Peoples,
Ph.D., president and chief executive officer of Yield10. "We remain
on track to report results from field tests of C3003 in Camelina
and canola as well as initial greenhouse studies in soybean in the
fourth quarter of 2017 which will enable us to plan and prioritize
our research and development activities for C3003 in 2018.  In
addition, we have made good progress this year developing our
genome editing capabilities with the goal of creating plants with
desirable performance and yield characteristics and a potentially
shorter path to market in the U.S.  We look forward to continuing
to advance development of our novel yield traits in key crops in
field tests and greenhouse studies in 2018."

Yield10 Bioscience is managed with an emphasis on cash flow and
deploys its financial resources in a disciplined manner to achieve
its key strategic objectives.  The Company ended the third quarter
with $3.0 million in unrestricted cash and cash equivalents.  The
Company's net cash used in operating activities during the three
months ended Sept. 30, 2017 was $2.0 million, or a decrease of $2.4
million from the $4.4 million used for operating activities during
the three months ended Sept. 30, 2016.  The decrease in cash used
for operating activities during the three months ended Sept. 30,
2017 was primarily a result of the Company's discontinuation of its
biopolymer operations and associated strategic restructuring
initiated during the third quarter of 2016.  The restructuring
included a significant reduction in workforce of approximately 45
positions and the cessation of the Company's biopolymer pilot
manufacturing operations and other supporting activities.

The Company anticipates that it will use approximately $8.0 to $8.5
million in cash for the full year 2017, including anticipated
payments for restructuring costs.  During the three months ended
Sept. 30, 2017, the Company completed a registered direct offering
of its securities and raised net proceeds from the transaction of
approximately $2.0 million.  As a result of raising these
additional funds, the Company anticipates that its current cash
resources will be sufficient to fund operations and meet its
obligations into the first quarter of 2018.  The Company's present
capital resources raise substantial doubt, however, about the
Company's ability to continue as a going concern.  The Company's
ability to continue operations after its current cash resources are
exhausted depends on its ability to obtain additional financing,
including public or private equity financing, secured or unsecured
debt financing, receipt of additional government research grants as
well as licensing or other collaborative arrangements.

Total research grant revenue for the three months ended Sept. 30,
2017 was $0.2 million, compared to $0.5 million recorded for the
three months ended Sept. 30, 2016.  Research and development
expenses and general and administrative expenses from continuing
operations were $1.1 million and $1.1 million, respectively, for
the three months ended Sept. 30, 2017 compared to $1.5 million and
$1.5 million, respectively, for the three months ended Sept. 30,
2016.

Total research grant revenue was $0.8 million for both the nine
months ended Sept. 30, 2017 and the nine months ended Sept. 30,
2016.  Research and development expenses and general and
administrative expenses from continuing operations were $3.4
million and $4.2 million, respectively, for the nine months ended
Sept. 30, 2017 compared to $4.5 million and $5.0 million,
respectively, for the nine months ended Sept. 30, 2016.

In July 2016, the Board of Directors of the Company approved a
strategic restructuring plan under which Yield10 Bioscience became
the Company's core business.  As a result of this strategic shift,
the Company sold its biopolymer intellectual property along with
certain equipment and inventory during its third quarter of 2016
for approximately $10.0 million in a transaction that met the
requirements for discontinued operations reporting.  The Company's
financial statements for the three and nine months ended September
30, 2016 have therefore been prepared to reflect the Company's
former biopolymer operations as a discontinued operation.  Since
none of the sold intellectual property was previously capitalized,
the gain on the sale of these assets contributed to the Company
reporting net income and net income per share from discontinued
operations of $1.9 million and $0.70, respectively, for the nine
months ended Sept. 30, 2016.

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

                    https://is.gd/bIMWDg

                  About Yield10 Bioscience

Yield10 Bioscience, Inc., formerly known as Metabolix, Inc. --
http://www.yield10bio.com/-- is focused on developing new
technologies to achieve step-change improvements in crop yield to
enhance global food security.  Yield10 has an extensive track
record of innovation based around optimizing the flow of carbon in
living systems.  Yield10 is leveraging its technology platforms and
unique knowledge base to design precise alterations to gene
activity and the flow of carbon in plants to produce higher yields
with lower inputs of land, water or fertilizer.  Yield10 is
advancing several yield traits it has developed in crops such as
Camelina, canola, soybean and corn.  Yield10 is headquartered in
Woburn, MA and has an Oilseeds center of excellence in Saskatoon,
Canada.

Yield10 reported a net loss of $7.60 million on $1.15 million of
total revenue for the year ended Dec. 31, 2016, compared to a net
loss of $23.68 million on $1.35 million of total revenue for the
year ended Dec. 31, 2015.  

RSM US LLP, in Boston, Massachusetts, issued a "going concern"
opinion on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that the Company has suffered recurring
losses from operations and has insufficient capital resources,
which raises substantial doubt about its ability to continue as a
going concern.


                            *********

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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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***