TCR_Public/171207.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Thursday, December 7, 2017, Vol. 21, No. 340

                            Headlines

2507 LTD: Taps Hurley Gunsher as Legal Counsel
444 EAST 13: E. 9th Taps Bedford Soumas as Litigation Counsel
8281 MERRILL ROAD: Given Until Dec. 15 to File Chapter 11 Plan
A+ QUALITY HOME: Hires David W. Langley as Attorney
ABERCROMBIE & FITCH: S&P Affirms 'BB-' CCR, Outlook Still Negative

ABILITY NETWORK: Fitch Assigns B First-Time IDR; Outlook Stable
ACE CASH: Moody's Hikes CFR and Sr. Secured Debt Rating to Caa1
ACI CONCRETE: Committee Taps Hall Estill as Lead Counsel
ACI CONCRETE: Taps Tarsus CFO Services as Consultant
ACI CONCRETE: Taps Tonka International as Broker

AGAIA INC: U.S. Trustee Unable to Appoint Committee
ALBAUGH LLC: Moody's Rates New $425MM Secured Loans 'B1'
ALL-STATE FIRE: Allowed to Use Cash Collateral on Final Basis
AMARILLO AMBASSADOR: Case Summary & 20 Largest Unsecured Creditors
AMERICAN AIRLINES: Fitch Affirms BB- IDR; Outlook Stable

AMERICAN FUEL: May Use Fidelity Bank Cash Collateral
AMERICAN LORAIN: WWC P.C. Raises Going Concern Doubt
APOLLO ENDOSURGERY: Will Sell $50 Million Common Shares
APOLLO MEDICAL: May Issue Add'l. 361,500 Shares Under Equity Plan
AQUION ENERGY: To Sell Tax Credits, Hire Fallbrook as Agent

ARIZONA - FOR BETTER: Taps Lake & Cobb as Legal Counsel
ASP MCS: Moody's Affirms B2 CFR & Revises Outlook to Negative
ATD CAPITOL: U.S. Trustee Unable to Appoint Committee
AYTU BIOSCIENCE: Provides Update on Natesto's Continued Growth
BARTLETT MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors

BEAR METAL WELDING: May Access Cash Collateral Until Jan. 30
BESTWALL LLC: Asbestos Claimants Panel Taps Montgomery as Counsel
BIOSTAR PHARMACEUTICALS: Regains Nasdaq Listing Compliance
BISON GLOBAL: Taps Dan Bensimon as Financial Advisor
BMC ACQUISITION: S&P Assigns B Corp Credit Rating, Outlook Stable

BMC SOFTWARE: S&P Rates EUR380MM Senior Unsecured Notes CCC+
C-N-T REDI MIX: Case Summary & 20 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: 3rd Amended Plan Declared Effective
CAPITOL SUPPLY: U.S. Trustee Unable to Appoint Committee
CC CARE LLC: Third Cash Collateral Order Entered

CHURCHILL DOWNS: S&P Affirms 'BB' CCR on Sale of Big Fish Games
CITGO HOLDING: Fitch Lowers IDR to CCC, On Watch Negative
CLEVELAND-CLIFFS INC: Moody's Rates New $400MM Secured Notes Ba3
CLIPPER ACQUISITIONS: S&P Lowers CCR to BB+ on Increased Leverage
CNX RESOURCES: S&P Raises CCR to BB-, Off CreditWatch Positive

CONGREGATION ACHPRETVIA: Seeks Up to $7.12MM in DIP Financing
CONNEAUT LAKE PARK: Franklin Land Buying Summit Property for $150K
CONTINENTAL RESOURCES: Moody's Rates New Sr. Unsecured Notes Ba3
CONTINENTAL RESOURCES: S&P Assigns 'BB+' Rating on New 2028 Notes
COOKE OMEGA: Moody's Assigns B2 Corporate Family Rating

COOKE OMEGA: S&P Assigns 'B+' CCR, Rates New Sr. Sec. Notes 'B+'
COVINGTON ROUTE: Wants $3,675,000 in Financing from First Wall
CUMULUS MEDIA: S&P Lowers CCR to 'D' on Chapter 11 Filing
DARLING INGREDIENTS: Moody's Rates New $525MM 1st Lien Loan 'Ba1'
DENBURY RESOURCES: Moody's Changes PDR to 'Caa1-PD/LD'

DENBURY RESOURCES: S&P Lowers CCR to 'CC' on Pending Debt Exchange
DILLARD'S INC: S&P Lowers CCR to BB+ on Competitive Pressures
EASTGATE COMMERCE: Taps NAI Bergman as Property Manager
EASTGATE PROFESSIONAL: Taps NAI Bergman as Property Manager
ENVIGO HOLDINGS: S&P Alters Outlook to Positive, New Debt Rated B-

EQUINIX INC: Fitch Rates EUR1BB Senior Unsecured Notes 'BB/RR4'
EQUINIX INC: Moody's Rates New EUR1-Mil. Sr. Unsecured Notes B1
EQUINIX INC: S&P Affirms 'BB+' CCR & Alters Outlook to Positive
EVERMILK LOGISTICS: Plan Filing Deadline Moved to December 11
EXCO RESOURCES: Board OK's Fourth Amendment to Director Plan

FASTLANE HOLDING: S&P Affirms 'CCC+' CCR on Adequate Liquidity
FIELDPOINT PETROLEUM: Securities Will be Delisted from NYSE
GALATIANS ENTERPRISES: May Use Tri-State Bank's Cash Collateral
GELTECH SOLUTIONS: Chairman Buys 789,474 Common Shares and Warrants
GEMINI HDPE: Moody's Rates $406MM Secured Term Loan Due 2024 'Ba2'

GEMINI HDPE: S&P Affirms BB Loan B Rating on Amended Agreement
GENERAL NUTRITION: Moody's Lowers CFR to Caa1; Outlook Negative
GENERAL WIRELESS: Wants to Maintain Plan Exclusivity Until Feb. 16
GENESIS ENERGY: Moody's Rates New $450MM Senior Notes Due 2026 'B1'
GENESIS ENERGY: S&P Rates Proposed Senior Unsecured Notes 'BB-'

GENETIC TECH: PricewaterhouseCoopers Casts Going Concern Doubt
GEORGE BOULANGER: Case Summary & 20 Largest Unsecured Creditors
GLASS MOUNTAIN: Moody's Assigns B2 CFR; Outlook Stable
GLASS MOUNTAIN: S&P Assigns B Corp Credit Rating, Outlook Stable
GONZO PACIFIC: Taps Peggy-An Hoekstra RB as Broker

HALT MEDICAL: Allowed to File Reorganization Plan Until Dec. 8
HARBORSIDE ASSOCIATES: May Continue Using Cash Until Jan. 30
HOAG URGENT: Needs Time to Resolve Sublease Dispute, File Plan
HOME TRUST: S&P Raises CCR to 'B+' on Improvements in Liquidity
ITRON INC: Moody's Reinstates 'Ba3' CFR, Outlook Stable

JACOB WIRTH: Taps Boston Restaurant Group as Broker
JELD-WEN INC: Moody's Hikes Corporate Family Rating to Ba3
JELD-WEN INC: S&P Raises CCR to 'BB-' on Reduced Leverage
JG WENTWORTH: Moody's Lowers Corporate Family Rating to C
KP-SA MANAGEMENT: Taps Joyce W. Lindauer as Legal Counsel

LIBERTY TIRE: S&P Places 'CC' CCR on Watch Neg. On Exchange Offer
LIGNUS INC: Taps Integro Consultants as Accountant
LNB-015-13 LLC: Plan Exclusivity Period Extended Through Jan. 16
LTD MANAGEMENT: May Use Up to $9,431 Cash Until Jan. 31
MAC ACQUISITION: Committee Taps Province as Financial Advisor

MARKS FAMILY: Plan Exclusivity Period Extended Through May 9
MCAFEE LLC: Moody's Affirms B2 Corporate Family Rating
MCAFEE LLC: S&P Affirms 'B-' on $750M Term Loan, Outlook Negative
MCGRAW-HILL EDUCATION: S&P Rates $250MM PIK Toggle Notes 'CCC+'
MCGRAW-HILL GLOBAL: Fitch Lowers Longterm IDR to B+; Outlook Stable

MHGE PARENT: Moody's Affirms B2 Corporate Family Rating
MICHELE MAYER: Short Sale of Visalia Property for $120K Approved
MICHIGAN FINANCE: S&P Lowers Revenue Bond Rating to 'BB+'
NASRIN OIL: U.S. Trustee Unable to Appoint Committee
NAVILLUS TILE: Taps Cullen and Dykman as Legal Counsel

OMNI LION'S RUN: Needs Time to Resolve Stay Motions, File Plan
OUTERSTUFF LLC: S&P Cuts Corp Credit Rating to 'B', Outlook Stable
OXBOW CARBON: Moody's Rates 1st Lien Loans B1 & 2nd Lien Loans Caa1
P.E. O'HALLORAN: Seeks to Continue Using Cash Collateral
PAR PETROLEUM: Moody's Assigns B1 Corporate Family Rating

PARAGON GLOBAL: Case Summary & 4 Largest Unsecured Creditors
PETROQUEST ENERGY: S&P Raises CCR to 'CCC+' on Improved Cash Flow
PONDEROSA ENERGY: Case Summary & 18 Largest Unsecured Creditors
QUICKEN LOANS: Moody's Hikes CFR to Ba1, Outlook Stable
QUICKEN LOANS: S&P Affirms 'BB' ICR, Outlook Remains Stable

RDX TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
REAL INDUSTRY: Taps Jefferies as Investment Banker
RED RIVER TIC: Voluntary Chapter 11 Case Summary
RESIDENTIAL RESOURCES: Fitch Cuts Rating on Series 2006 Bonds 'BB+'
RGIS SERVICES: Moody's Revises Outlook to Neg. & Affirms B3 CFR

RICEBRAN TECHNOLOGIES: Makes $290K Capital Contribution to Nutra SA
ROBSTOWN, TX: Moody's Confirms Ba2 on $6.9MM Outstanding Debt
SCG MADILL: Case Summary & 20 Largest Unsecured Creditors
SCRANTON-LACKAWANNA: S&P Lowers Revenue Bond Ratings to BB-
SEANERGY MARITIME: Amends Prospectus on 12M Stock Sale

SERVICE CORP: Moody's Rates Sr. Unsecured Regular Bonds Ba3
SLOOP PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
SOUTHERN STATES COOPERATIVE: S&P Affirms 'CCC+' CCR, Outlook Neg.
SPI ENERGY: Regains Compliance with Nasdaq Bid Price Rule
SPRUHA SHAH: May Use Cash Collateral Through Jan. 31

STERLING ENTERTAINMENT: Wants to Use Cash Collateral
STERLING MID-HOLDINGS: S&P Raises ICR to 'CCC', Outlook Negative
T&C GYMNASTICS: Can Continue Using Cash Collateral Until Jan. 10
T-MOBILE US: S&P Raises CCR to 'BB+' on Strong Operating Results
TENNECO INC: Fitch Affirms BB+ Long-Term IDR; Outlook Stable

TERVITA CORP: Moody's Hikes Corporate Family Rating to B1
TGBG ADULT DAYCARE: Taps Raquel S. White as Legal Counsel
TOURIST DEVELOPMENT ORLANDO FL: S&P Raises Tax Bond Rating to 'B+'
TS WAXAHACHIE: Unsecured Creditors to Get 100% Over 7 Years
TTM TECHNOLOGIES: Moody's Affirms B1 Corporate Family Rating

TTM Technologies: S&P Places 'BB' CCR on CreditWatch Negative
UNIVERSITY OF THE ARTS: Fitch Rates $47.8-Mil. 2017 Bonds 'BB+'
VALEANT PHARMA: Moody's Rates New $1BB Sr. Unsec. Notes Caa1
VALEANT PHARMACEUTICALS: S&P Rates Senior Unsecured Debt 'B-'
VANTIV LLC: Moody's Rates Proposed Senior Unsecured Notes B1

VICI PROPERTIES: S&P Gives BB- Corp Credit Rating, Outlook Stable
WALTER INVESTMENT: Seeks to Hire A&M, Appoint Senior Officer
WALTER INVESTMENT: Taps Houlihan Lokey as Investment Banker
WALTER INVESTMENT: Taps Prime Clerk as Claims and Noticing Agent
WESTMORELAND COAL: Covenant Breach Raises Going Concern Doubt

WESTMORELAND RESOURCE: Debt Covenants Raise Going Concern Doubt
[*] Moody's B3- and Lower Corp Ratings Slightly Up in November
[^] Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

2507 LTD: Taps Hurley Gunsher as Legal Counsel
----------------------------------------------
2507, Ltd. seeks approval from the U.S. Bankruptcy Court for the
Southern District of Ohio to hire Hurley Gunsher, Ltd. as its legal
counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; analyze claims of creditors; investigate the
Debtor's financial condition; give advice on any potential sale of
its assets; prepare a plan of reorganization; and provide other
legal services related to its Chapter 11 case.

The firm's associates and partners charge $225 per hour and $250
per hour, respectively.  Hurley Gunsher holds a retainer in the sum
of $1,739.80.

Dustin R. Hurley, Esq., disclosed in a court filing that he and his
firm are "disinterested persons" as defined in section 101(14) of
the Bankruptcy Code.

The firm can be reached through:

     Dustin R. Hurley, Esq.
     Hurley Gunsher, Ltd.
     301 N. Breiel Blvd.
     Middletown, Ohio 45042
     Phone: 513-878-1650
     Fax: 513-878-1660
     Email: Hurley@HurleyGunsher.com
  
                          About 2507 Ltd.

2507, Ltd. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ohio Case No. 17-14253) on November 29, 2017.  At
the time of the filing, the Debtor disclosed that it had estimated
assets and liabilities of less than $1 million.  Judge Beth A.
Buchanan presides over the case.


444 EAST 13: E. 9th Taps Bedford Soumas as Litigation Counsel
-------------------------------------------------------------
E. 9th Street Holdings LLC, an affiliate of 444 East 13 LLC, seeks
approval from the U.S. Bankruptcy Court for the Southern District
of New York to hire Bedford Soumas LLP as its special litigation
counsel.

The firm will represent the Debtor, owner of a residential
apartment building in Manhattan, in any dispute with its tenants.

Bedford will be paid on an hourly basis and will be reimbursed for
work-related expenses.  A schedule detailing the fee arrangement is
available for free at:

     http://bankrupt.com/misc/nysb17-23141-30.pdf

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

Bedford can be reached through:

     Cyril K. Bedford
     Bedford Soumas LLP
     112 Madison Avenue, Floor 8
     New York, NY 10016-7416
     Phone: (212) 257-5844
     Email: KBEDFORD@BEDFORDSOUMAS.COM

                       About 444 East 13 LLC

444 East 13 LLC owns and operates a residential apartment building
located at 444 East 13th Street in the east village neighborhood of
Manhattan, New York.  The property is valued at $11 million.

E. 9th St. Holdings owns and operates a residential apartment
building located at 332 East 9th Street in the east village
neighborhood of Manhattan, New York, valued at $8.82 million.
Meanwhile, E. 10th St. Holdings owns and operates a residential
apartment building located at 251 East 10th Street in the east
village neighborhood of Manhattan, New York, which is valued at
$7.5 million.

The properties are encumbered by mortgages to 444 Lender LLC and E.
Village Lender LLC (assigned to Metropolitan Commercial Bank).

E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case Nos. 17-23141 to 17-23143) on July 21, 2017.  David
Goldwasser, authorized signatory of GC Realty Advisors LLC, manager
signed the petitions.

Judge Robert D. Drain presides over the cases.  Robinson Brog
Leinwand Greene Genovese & Gluck, P.C. is the bankruptcy counsel.

At the time of the filing, E. 9th St. Holdings listed $8,850,000 in
total assets and $6,020,000 in total liabilities.  E. 10th St.
Holdings listed $7,590,000 in total assets and $3,980,000 in total
liabilities.  444 East 13 LLC disclosed $11,030,000 in total assets
and $8,980,000 in total debts.

The bankruptcy cases filed by the Debtors' affiliates that are
still pending:

                                                  Petition
   Debtor                         Court  Case No.    Date
   -------------------            -----  --------  ---------
   AC I Manahawkin LLC            S.D.N.Y. 14-22793  6/04/14
   AC I Toms River LLC            S.D.N.Y. 16-22023  1/08/16
   BCH Capital LLC                S.D.N.Y. 17-22384  3/15/17
   Cypress Way LLC                S.D.N.Y. 17-22383  3/15/17
   East Village Properties
      LLC, et al.                 S.D.N.Y. 17-22453  3/28/17
   Romad Realty Inc.              S.D.N.Y. 15-20007  9/28/15
   West 41 Property LLC           S.D.N.Y. 16-22393  3/25/16

On November 17, 2017, E. 9th filed its proposed Chapter 11 plan of
liquidation and disclosure statement.


8281 MERRILL ROAD: Given Until Dec. 15 to File Chapter 11 Plan
--------------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida extended the time within which 8281 Merrill
Road A, LLC and 8281 Merrill Road C, LLC have the exclusive right
to file and seek acceptances of a plan of reorganization until
December 15, 2017 and February 13, 2018, respectively.

The Troubled Company Reporter has previously reported that the
Debtors asked the Court for an extension of not less than 30 days
to file and seek acceptances of the plan. The Court previously
extended the Debtors' Exclusivity Periods through October 30 and
December 29 respectively.

The Debtors own contiguous parcels of real property located at 8281
Merrill Road, Jacksonville, FL 32277. The Merrill Property was most
recently used as a car dealership and could be reasonably outfitted
to accommodate a tenant operating same.

The Debtor mentioned that in August 2015, the Debtors leased the
Merrill Property to 2014 Management Company LLC.  In October 2015,
the Property Tenant ceased making rent payments to the Debtors. As
a result, the Debtors no longer possessed the income required to
pay Debtors' debts as they came due.

The Debtors said that their primary financing source Roger 14, LLC
has asserted that it holds a note in the current outstanding amount
exceeding $800,000, secured by a first position mortgage on the
Merrill Property.

Now, the Debtors told the Court that they continue to advance
restructuring of its debt or facilitating a controlled and
adequately marketed sale or lease of the Merrill Property while
negotiating with its creditors.

Moreover, the Debtors noted that the deadline for creditors other
than governmental units to file a proof of claim was October 10.

                About 8281 Merrill Road A, LLC

8281 Merrill Road A, LLC, is a manager-managed limited liability
company with manager, Jacksonville Merrill Dealership, LLC, which
is itself managed by Daniel Rusche.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla.
Case No. 17-17027) on June 2, 2017.  The Hon. Raymond B. Ray
presides over the case.  Messana, PA, represents the Debtor as
counsel.

In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.  The petition
was signed by Tim O'Brien, who, according to court documents, is
the manager of manager.


A+ QUALITY HOME: Hires David W. Langley as Attorney
---------------------------------------------------
A+ Quality Home Health Care Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
David W. Langley, Attorney At Law, as attorney to the Debtor.

A+ Quality Home requires David W. Langley to:

   a. give advice to the Debtor with respect to its powers and
      duties as a 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 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.

David W. Langley will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.

David W. Langley, Attorney At Law, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.

David W. Langley can be reached at:

     David W. Langley, Esq.
     8551 W. Sunrise Boulevard, Suite 303
     Plantation, FL 33322
     Tel: (954) 356-0450
     Fax: (954) 356-0451
     E-mail: dave@flalawyer.com

              About A+ Quality Home Health Care Inc.

Headquartered in Sunrise, Florida, A+ Quality Home Health Care Inc.
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 16-25080) on Nov. 9, 2016, estimating its assets at up to
$50,000 and its liabilities at between $100,001 and $500,000.
David W. Langley, Esq., at the law firm of David W. Langley serves
as the Debtor's bankruptcy counsel.


ABERCROMBIE & FITCH: S&P Affirms 'BB-' CCR, Outlook Still Negative
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Ohio-based apparel retailer Abercrombie & Fitch Co. The outlook is
negative.

S&P said, "At the same time, we affirmed our 'BB+' issue-level
rating on its asset-backed lending (ABL) revolver and our 'BB'
issue-level rating on its term loan. The recovery rating on the ABL
revolver remains '1', reflecting our expectation for substantial
(90%-100%; rounded estimate: 95%) recovery in the event of a
payment default. The recovery rating on the term loan remains '2',
reflecting our expectation for meaningful (70%-90%; rounded
estimate: 70%) in the event of payment default.

"The affirmation of our ratings on Abercrombie & Fitch Co.,
including the 'BB-' corporate credit rating, reflects our view that
operating performance at the Abercrombie & Fitch brand (which
represents a little over 40% of sales) is beginning to show signs
of stabilization, which indicates that the brand repositioning
efforts in that segment could be gaining traction. In addition, the
Hollister brand (which makes up the balance of sales) has
consistently outperformed the industry due to its on-point
merchandising and successful loyalty program, which has increased
the size and frequency of customer transactions. Credit metrics
also improved following the most recent quarter, with debt to
EBITDA now in the mid-4x area.

"The negative outlook reflects our view that risk of
underperformance at the Abercrombie & Fitch brand remains as it
executes its brand repositioning, despite early signs of
stabilization in the most recent quarter. In addition, we believe
the apparel retail market will remain very difficult, with elevated
competition and rapidly changing consumer preferences continuing to
be headwinds over the next 12 months. We forecast debt to EBITDA
will be in the mid-4x area and FFO to total debt about 15% at
year-end 2017. At year-end 2018, we forecast debt to EBITDA will be
in the low-4x area and FFO to total debt in the mid-16% area.

"We could lower the rating in the next year if the company is
unable to gain further momentum in the repositioning of the
Abercrombie & Fitch brand, or if there is a reversal of recent good
operating trends at Hollister because of merchandise missteps or
lower consumer spending on discretionary items. Under this
scenario, debt to EBITDA would weaken to around 5x. This could
happen if sales decline in the mid-single-digit percentages in 2018
(compared with our forecast of a low-single-digit decline), and
gross margin contracts 100 bps below our base-case forecast.

"We could revise the outlook back to stable if the company is able
to establish a track record of stabilized operating performance at
the Abercrombie & Fitch brand, while maintaining good performance
at Hollister. This would lead to improved traffic trends and
decreased promotional activity, resulting in adjusted EBITDA margin
approaching 20%. Under this scenario, the company will sustain debt
to EBITDA at or below the mid-4x area, and the Abercrombie
brand-repositioning efforts will continue to gain traction."

Abercrombie & Fitch Co., through its subsidiaries, operates as a
specialty retailer. The Company operates through two segments,
Abercrombie and Hollister. It offers knit tops, woven shirts,
graphic T-shirts, fleece, sweaters, jeans, woven pants, shorts,
outerwear, dresses, intimates, and swimwear; and personal care
products and accessories for men, women, and kids under the
Abercrombie & Fitch, abercrombie kids, Hollister, and Gilly Hicks
brand names. As of November 17, 2017, it operated 700 stores in the
United States; and 189 stores in Canada, Europe, Asia, and the
Middle East. The company sells products through its stores and
direct-to-consumer operations, as well as through various
wholesale, franchise, and licensing arrangements. Abercrombie &
Fitch Co. was founded in 1892 and is headquartered in New Albany,
Ohio.



ABILITY NETWORK: Fitch Assigns B First-Time IDR; Outlook Stable
---------------------------------------------------------------
Fitch has assigned a first-time Issuer Default Rating (IDR) of 'B'
to ABILITY Network Inc. The ratings are pro forma for a planned
leveraged recapitalization. Following the completion of the
transaction, Fitch expects the ratings to apply to about $525
million of outstanding debt and a $20 million revolving credit
facility, with issue specific-ratings noted below. The Rating
Outlook is Stable.

KEY RATING DRIVERS

Durable Revenue Stream / Niche Segment: ABILITY is a provider of
cloud-based software for healthcare providers, with a product suite
focused on workflow solutions. The majority of revenues are derived
from subscription-based software sales, and this provides good
visibility into the future revenue stream. Fitch believes the
stickiness of ABILITY's revenues is supported by a lack of customer
concentration and a high historical retention rate. While Fitch
does not believe switching costs for healthcare IT customers are
particularly high, ABILITY's value proposition related to the
company's network service vendor relationships with Medicare
Administrative Contractors (MACs) should support customer
retention.

High EBITDA Margins: ABILITY generates high operating EBITDA
margins that are better than healthcare IT segment peers, and also
demonstrates good FCF conversion. High margins are due to some
favorable attributes of the business model, including relatively
low R&D intensity and a low cost go-to-market approach which
involves a web-based sales and product implementation strategy.
Fitch believes these advantages are sustainable. R&D spend should
be relatively predictable and consistent, since ABILITY's product
suite is well developed and comprehensive with offerings dedicated
to each of the end-markets the company targets.

Good Customer Value Proposition: The low price point of ABILITY's
products should provide opportunities to expand and support the 2%
organic pricing growth assumption in Fitch's rating case. The
company's healthcare provider customers are facing headwinds to
volumes and profitability due to a combination of factors that are
encouraging patients and payors to seek care in lower-cost
settings, particularly in the acute and post-acute segments. Fitch
believes that the low-cost nature of ABILITY's products makes them
less susceptible to cost cutting and containment initiatives by
healthcare providers, but industry headwinds could influence growth
of new customers.

High Leverage Post Transaction: Fitch expects ABILITY will
initially be levered 8x pro forma for the recapitalization and
dividend to its shareholders. Leverage is expected to gradually
decline through 2020 to below 7x. Fitch calculates leverage on a
gross debt/EBITDA basis and does not include all of the add-backs
that are allowed under the expected terms of the credit agreement.
This is the first time that Summit has extracted equity since a
2014 buyout, and the balance sheet improved materially following
that transaction.

DERIVATION SUMMARY

ABILITY Network's IDR of 'B' reflects the company's favorable
operating profile in comparison to healthcare IT segment peers
including Cerner Corp., AthenaHealth Inc., Allscripts Healthcare
Solutions, Medassets Inc., Omnicell Inc., Quality Systems Inc.,
Computer Programs & Systems, Epocrates LLC and Healthstream Inc.
(none of these companies are currently rated by Fitch). ABILITY has
higher margins than this group because of a low-cost go-to-market
strategy and lower intensity of R&D expenditures. The 'B' IDR also
reflects ABILITY's weaker financial profile relative to this peer
group, with a highly leveraged balance sheet pro forma for a
contemplated leveraged recapitalization.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:
- Mid- to high single-digit annual revenue growth, with about 1%
   contributed by acquisitions and the rest driven by contracted
   revenue growth;
- Contracted revenue growth assumption based on 2.0%-2.5% growth
   in pricing, 92% retention of existing contracts and high-
   single-digit growth in new contracts and existing contract
   upsells;
- Operating EBITDA margins sustain around 46%;
- Capital intensity steady at 5.5%;
- No additional dividend payments and FCF margins sustain above
   10%;
- FCF split between small, tuck-in type M&A and term loan
   repayments (including 1% required amortization of first lien
   term loan);
- Leverage (total debt/EBITDA) of 8.0x pro forma for the
   leveraged recapitalization, declining to 6.6x by the end of
   2020.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- An expectation for leverage (total debt/EBITDA) sustained at or

   below 5x;
- An expectation for operating EBITDA margin sustained above 50%
   and FCF margin sustained above 15%;
- Fitch does not envision positive momentum at this time, as
   achieving leverage of 5x by the end of 2020 would require
   double-digit growth in revenues through the forecast period and

   a significant amount of FCF applied to debt repayment.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- An expectation of flat EBITDA through the forecast period;
- An expectation for operating EBITDA margins of around 40% and a

   FCF margin approaching breakeven in 2020;
- An expectation for leverage (total debt/EBITDA) sustained at or

   above 8x.

LIQUIDITY

Decent Coverage Despite Higher Leverage:  Fitch forecasts
EBITDA/interest paid of about 1.8x through the forecast period,
adequate relative to the 'B' rating. As a result of the lower cost
of debt capital, cash interest expense is only expected to be $8
million higher than prior to the transaction.

Maturities Not a Credit Concern: As a result of the transaction,
Fitch expects ABILITY to extend the term loan maturities to
2024-2025. Annual amortization is expected to be limited to 1% of
the first-lien term loan principal amount, which can be funded with
FCF generation in the ratings case. ABILITY's liquidity position
will be further supported by the expectation of a decent balance of
unrestricted cash after the recapitalization and the expectation
for continued positive FCF. Fitch expects the company will be able
to position itself to refinance the remaining debt before maturity
given the ability to reduce leverage and and a decent operating
outlook.

Fitch notes that the financial covenant is a springing net leverage
ratio that only applies to the revolving credit facility.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:
ABILITY Network Inc.
-- Long-Term Issuer Default Rating at 'B';
-- Senior first-lien secured revolver at 'BB/RR1 (EXP)';
-- Senior first-lien secured term loan at 'BB/RR1 (EXP)';
-- Senior second-lien term loan at 'CCC+/RR6 (EXP)'.

The Rating Outlook is Stable.

Recovery Assumptions
The 'BB/RR1' rating for ABILITY's proposed $20 million revolver and
$375 million first-lien term loan reflect recovery of 94% of the
outstanding principal amount in a hypothetical bankruptcy scenario;
the 'CCC+/RR6' rating on the proposed $150 million second-lien term
loan reflects recovery of 2%. The claims waterfall assumes:
-- Full draw of the $20 million revolver available balance;
-- 10% deduction from enterprise value for administrative claims;
-- 1% concession payment made by the first-lien lenders for the
    benefit of the second lien lenders.
-- Fitch estimates an enterprise value (EV) on a going concern
    basis of $374 million for ABILITY after deduction of
    administrative claims. The EV assumption is based on post-
    reorganization EBITDA of $59 million and a 7x recovery EBITDA
    multiple.

The post-reorganization EBITDA estimated is 10% lower than Fitch's
2017 EBITDA forecast of $66 million. This assumes that
deterioration in cash flow provoked by underinvestment in the
business is ameliorated post-reorganization by corrective actions
taken to restore competitiveness of the company's software product
offerings.

In its 13th edition "Bankruptcy Enterprise Values and Creditor
Recoveries" case study, Fitch notes seven past reorganizations in
the technology sector where the median recovery multiple was 4.9x.
Of these companies, only two were in the software subsector: Allen
Systems Group, Inc. and Aspect Software Parent, Inc., which
realized recovery multiples of 8.4x and 5.5x, respectively. Fitch
believes the Allen Systems Group, Inc. reorganization is highly
supportive of the 7.0x multiple assumed for ABILITY given similar
product profiles, as both are providers of specialty software to a
niche client base where market shares are defendable.

Current public company trading multiples (average of 18.1x for a
group of public healthcare IT peers) and historical transaction
multiples (19.0x median for software companies acquired since 2006)
also inform the 7.0x estimate; Fitch believes ABILITY would receive
a lower recovery multiple than these reference points given an
assumption that stressed operations lead to the recovery scenario.


Headquartered in Minneapolis, Minnesota, ABILITY is a healthcare
information technology company providing a cloud-based network that
enables secure peer-to-peer connectivity between providers (i.e.
hospitals, skilled nursing facilities, home health vendors, etc.)
and Medicare and other payers. The company also provides software
applications and analytic tools (workflow applications) that assist
healthcare providers in performing revenue cycle management,
simplifying administrative and regulatory compliance, and improving
clinical quality. ABILITY is largely owned by Summit Partners and
Bain Capital Ventures.


ACE CASH: Moody's Hikes CFR and Sr. Secured Debt Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service upgraded Ace Cash Express, Inc.'s
corporate family rating and senior secured debt rating to Caa1 from
Caa3. The outlook has been changed to stable from developing. In
the same rating action, Moody's assigned Caa1, with a stable
outlook, to ACE's proposed issuance of $290 million senior secured
notes.

The rating action follows ACE's announced $290 million 5-year
senior secured note issuance, the proceeds of which will be used to
repay existing senior notes at par.

When the expected refinancing is consummated, Moody's expects to
withdraw the ratings on the existing obligations.

RATINGS RATIONALE

The upgrade of ACE's corporate family rating to Caa1 from Caa3
reflects the company's significantly reduced refinancing risk after
the transaction, as well as its moderate leverage (debt to
twelve-month EBITDA), and strong profitability. Also reflected in
the Caa1 CFR is the company's substantial reliance on payday loans,
which presents a transition risk to longer-term installment loan
lending to satisfy regulatory requirements, further exacerbated by
its substantial tangible common equity deficit.

Pro-forma for the issuance of the $290 million senior notes, which
will be pari passu to the existing ones, ACE's leverage, measured
as debt to twelve-month EBITDA, will be approximately 2.7x, which
is below the peer median. ACE's balance sheet leverage is very
weak, with tangible common equity deficit representing
approximately -100% of tangible assets, and is the weakest among
payday lending peers. Moody's view ACE's weak balance sheet
leverage as a significant rating constraint, especially given the
company's transition to longer-term installment lending.

ACE's ratings could be upgraded if it cures its tangible common
equity deficit and demonstrates a successful transition to
underwriting-based installment lending, as evidenced by solid and
stable profitability with minimum amounts of restructuring and
other unforeseen operating expenses, with well-managed asset
quality and sufficient liquidity.

ACE's ratings could be downgraded if the company's financial
performance meaningfully deteriorates and its liquidity weakens.

The principal methodology used in these ratings was Finance
Companies published in December 2016.


ACI CONCRETE: Committee Taps Hall Estill as Lead Counsel
--------------------------------------------------------
The official committee of unsecured creditors of ACI Concrete
Placement of Kansas, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to hire Hall, Estill, Hardwick,
Gable, Golden & Nelson, P.C., as its lead counsel.

The firm will advise the committee regarding its duties under the
Bankruptcy Code; assist in investigating the financial condition
and business operations of ACI and its affiliates; examine claims;
and provide other legal services related to the Debtors' Chapter 11
cases.

The firm's hourly rates range from $230 to $400 for shareholders,
$170 to $230 for associates, and $105 to $150 for paralegals.  The
attorneys who will be handling the cases are:

     Larry Ball       $375
     Tami Hines       $210
     Katie Wagner     $195

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

The firm can be reached through:

     Larry G. Ball, Esq.
     Tami Hines, Esq.
     Katie Wagner, Esq.
     Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
     100 N. Broadway Ave., Suite 2900
     Oklahoma City, OK 73102
     Tel: (405) 553-2828
     Fax: (405) 553-2855
     E-mail: lball@hallestill.com
             thines@hallestill.com
             kwagner@hallestill.com

                   About ACI Concrete Placement

Founded in 2007, ACI Concrete Placement provides concrete pumping
and telebelt material placement.  In addition to its traditional
concrete placement services, ACI specializes in slip form concrete
placement and separate placing booms.  It owns a fleet of over 55
machines for slope paving, indoor pumping, and small set up areas,
small line and grout pumps and truck mounted conveyors, etc.  ACI
Concrete is headquartered in Spring Hill, Kansas, with additional
locations in Nebraska, Missouri, and Oklahoma.

ACI-Kansas is wholly owned by debtor KOK Holdings, LLC.
ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered
in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company
and Matthew Kaminsky who owns 30% of the company.  ACI-Lincoln, a
Nebraska Limited Liability Company headquartered in Kansas, owned
by: Lawrence Kaminsky who owns 70% of the company and Matthew
Kaminsky who owns 30% of the company.  KOK is owned by: Lawrence
Kaminsky who owns 50% of the company and Matthew Kaminsky who owns
50% of the company.  OKK is wholly owned by the Debtor KOK
Holdings, LLC.

ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete
pouring companies in their respective states.  OKK serves as the
common equipment ownership company for all ACI companies.  KOK
serves as the parent holding company of the various companies and
also functions as the payroll processor for the related ACI
companies.  The same management structure operates all five Debtors
and their operations are centrally located in Spring Hill, Kansas.

ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of
Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment
LLC and KOK Holdings LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kansas Case Nos. 17-21770 to 17-21774)
on Sept. 14, 2017.  Matthew Kaminsky, COO, signed the petitions.
The Debtors have filed motion to jointly administer their cases,
which is currently pending before the Court.

At the time of the filing, ACI Kansas disclosed $1.06 million in
assets and $8.4 million in liabilities.  

Judge Dale L. Somers presides over the cases.

Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the
Debtors' bankruptcy counsel.

On Nov. 1, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  No trustee or examiner
has been appointed in the Debtors' cases.


ACI CONCRETE: Taps Tarsus CFO Services as Consultant
----------------------------------------------------
ACI Concrete Placement of Kansas, LLC received approval from the
U.S. Bankruptcy Court for the District of Kansas to hire Tarsus CFO
Services, LLC as its consultant.

The firm will provide financial advice to the Debtor related to its
Chapter 11 case; assist the Debtor in connection with the
refinancing of its secured debt; and provide asset marketing
services for the ongoing sales of its vehicles.

Tarsus CFO will be paid according to this fee structure:

     * Tarsus CFO Professionals - $195/hour
     
     * Controller/Financial Modeling Professionals - $120/hour

     * Project bonus of 2% of any aggregate financing secured to
       refinance the Debtor's current funded debt obligations -
       Paid upon closing

Paul Burns, partner at Tarsus CFO, disclosed in a court filing that
the firm and its members are "disinterested" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Paul L. Burns
     Tarsus CFO Services, LLC
     4900 Main Street, Suite 750
     Kansas City, MO 64112
     Phone: 816-559-8340

                   About ACI Concrete Placement

ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of
Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment
LLC and KOK Holdings LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case Nos. 17-21770 to 17-21774) on
Sept. 14, 2017.  Matthew Kaminsky, their chief operating officer,
signed the petitions.  The cases are jointly administered.

Founded in 2007, ACI Concrete Placement provides concrete pumping
and telebelt material placement.  In addition to its traditional
concrete placement services, ACI specializes in slip form concrete
placement and separate placing booms.  It owns a fleet of over 55
machines for slope paving, indoor pumping, and small set up areas,
small line and grout pumps and truck mounted conveyors, etc.  ACI
Concrete is headquartered in Spring Hill, Kansas, with additional
locations in Nebraska, Missouri, and Oklahoma.

ACI-Kansas is wholly owned by debtor KOK Holdings, LLC.
ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered
in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company
and Matthew Kaminsky who owns 30% of the company.  ACI-Lincoln, a
Nebraska Limited Liability Company headquartered in Kansas, owned
by: Lawrence Kaminsky who owns 70% of the company and Matthew
Kaminsky who owns 30% of the company.  KOK is owned by: Lawrence
Kaminsky who owns 50% of the company and Matthew Kaminsky who owns
50% of the company.  OKK is wholly owned by the Debtor KOK
Holdings, LLC.

ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete
pouring companies in their respective states.  OKK serves as the
common equipment ownership company for all ACI companies.  KOK
serves as the parent holding company of the various companies and
also functions as the payroll processor for the related ACI
companies.  The same management structure operates all five Debtors
and their operations are centrally located in Spring Hill, Kansas.

At the time of the filing, ACI Kansas disclosed $1.06 million in
assets and $8.4 million in liabilities.  

Judge Dale L. Somers presides over the cases.

Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the
Debtors' bankruptcy counsel.

On November 1, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  No trustee or examiner
has been appointed in the Debtors' cases.


ACI CONCRETE: Taps Tonka International as Broker
------------------------------------------------
ACI Concrete Placement of Kansas, LLC received approval from the
U.S. Bankruptcy Court for the District of Kansas to hire Tonka
International Corp. as broker.

The firm will assist the Debtor in the sale of its equipment and
will receive $5,000 from the sale.

Vicki Childs, an employee of Tonka International, disclosed in a
court filing that the firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Vicki Childs
     Tonka International Corp.
     11551 Forest Central Drive, Suite 285
     Dallas, TX 75243
     Phone: 469-801-8300
     Fax: 469-206-3869
     Email: info@tonkaintl.com

                   About ACI Concrete Placement

ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of
Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment
LLC and KOK Holdings LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case Nos. 17-21770 to 17-21774) on
Sept. 14, 2017.  Matthew Kaminsky, their chief operating officer,
signed the petitions.  The cases are jointly administered.

Founded in 2007, ACI Concrete Placement provides concrete pumping
and telebelt material placement.  In addition to its traditional
concrete placement services, ACI specializes in slip form concrete
placement and separate placing booms.  It owns a fleet of over 55
machines for slope paving, indoor pumping, and small set up areas,
small line and grout pumps and truck mounted conveyors, etc.  ACI
Concrete is headquartered in Spring Hill, Kansas, with additional
locations in Nebraska, Missouri, and Oklahoma.

ACI-Kansas is wholly owned by debtor KOK Holdings, LLC.
ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered
in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company
and Matthew Kaminsky who owns 30% of the company.  ACI-Lincoln, a
Nebraska Limited Liability Company headquartered in Kansas, owned
by: Lawrence Kaminsky who owns 70% of the company and Matthew
Kaminsky who owns 30% of the company.  KOK is owned by: Lawrence
Kaminsky who owns 50% of the company and Matthew Kaminsky who owns
50% of the company.  OKK is wholly owned by the Debtor KOK
Holdings, LLC.

ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete
pouring companies in their respective states.  OKK serves as the
common equipment ownership company for all ACI companies.  KOK
serves as the parent holding company of the various companies and
also functions as the payroll processor for the related ACI
companies.  The same management structure operates all five Debtors
and their operations are centrally located in Spring Hill, Kansas.

At the time of the filing, ACI Kansas disclosed $1.06 million in
assets and $8.4 million in liabilities.  

Judge Dale L. Somers presides over the cases.

Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the
Debtors' bankruptcy counsel.

On November 1, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  No trustee or examiner
has been appointed in the Debtors' cases.


AGAIA INC: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Agaia, Inc., as of Dec. 4,
according to a court docket.

                        About Agaia Inc.

Agaia, Inc. is a maker of natural, non-toxic, green cleaning
products for the commercial laundry, industrial cleaning,
janitorial and housekeeping, food processing, marine and bunker
gear cleaning industries.

Based in Fort Lauderdale, Florida, Agaia, Inc. filed a Chapter 11
petition (Bankr. S.D Fla. Case No. 17-22132) on October 4, 2017.
The petition was signed by Chris Shell, president. The Hon. John K.
Olson presides over the case. The Debtor is represented by Michael
D. Seese, Esq. at Seese, P.A. as bankruptcy counsel.

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


ALBAUGH LLC: Moody's Rates New $425MM Secured Loans 'B1'
--------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
secured credit facilities of Albaugh, LLC, including a $100 million
senior secured revolver due in 2022 and a $325 million senior
secured term loan due in 2024. The proposed facilities will
refinance the existing term loan and revolver. The ratings on the
existing credit facility will be withdrawn after the transaction
closes. The refinancing is leverage neutral, but will improve the
maturity profile. The proposed transaction lowers annual
amortization, and increases the allowable dividend distribution to
the owner. The B1 corporate family rating and the B1-PD probability
of default rating are unchanged. The rating outlook remains
stable.

Assignments:

Issuer: Albaugh, LLC

-- Gtd Senior Secured Bank Credit Facilities, Assigned B1 (LGD3)

RATINGS RATIONALE

The credit facilities are rated B1 at the same level as the
corporate family rating because they represent the majority of debt
in the capital structure apart from mostly unsecured local credit
facilities. The revolver and the loan are secured by the first
priority lien on the US, Mexican and Brazilian assets, excluding
Argentine and European assets. The guarantors represent 76% of
sales and 65% of assets.

The B1 corporate family rating (CFR) reflects Albaugh's limited
product diversity and scale in a competitive industry, improving
but narrow margins, and exposure to the seasonal and
weather-dependent agricultural segment. Albaugh manufactures and
markets crop protection chemicals and is heavily concentrated in
generic herbicides (77% of sales), particularly in glyphosate (42%
of sales). The company is expanding its geographic presence and
product portfolio, but continues to rely heavily on North America
and commodity glyphosate, which has a history of volatile pricing
due to excess capacity in China, but the pricing has been more
stable recently. Albaugh's ability to manufacture glyphosate from
two starting products provides some competitive advantage relative
to importers, but it still competes with larger and
better-capitalized companies and branded products. Long-term demand
trends for crop protection chemicals are favorable and are linked
to expected rising demand for agricultural crops driven by
population growth and rising consumption of food and meat. However,
the rating incorporates risks related to increasing growth of
glyphosate-resistant weeds, which requires companies to be able to
sell blends of herbicides to remain competitive, as well as
seasonal and weather-rated swings in demand. The rating also
incorporates expectations that Albaugh's ambitions growht plans and
ongoing consolidation in the industry may result in event risk
related to potential acquisitions.

Albaugh, as a generic herbicide producer, tends to benefit during
periods of low commodity crop prices as farmers switch to cheaper
generic herbicides to cut costs. The company has reported strong
volume growth year-to-date through September 2017 driven by
glyphosate and dicamba, new product launches and benefits from
recently added fungicide and insecticide products in Brazil,
however, margins declined due to product mix. EBITDA margin in the
12 months ended September 30 was approximately 10.8%, debt/EBITDA
as adjusted by Moody's was 2.8 times, and retained cash flow to
debt was 13.5%, while free cash flow to debt was negative. Free
cash flow is projected to be negative in 2017 due to working
capital usage to support growth in South America, but the company
covered its cash needs from cash on hand and proceeds from the
Argentine asset divestitures ($91 million). Moody's also expect
working capital usage and increased distributions to result in flat
free cash flow in 2018.

Albaugh is expected to have good liquidity. The company had $120.1
million of cash on hand as of September 30, 2017, primarily held
overseas. The company is expected to have full availability under
its proposed $100 million revolving facility due in 2022. The
revolver is expected to be undrawn pro forma for the refinancing
transaction. Annual amortization payments on the proposed $325
million term loan due 2024 are 1% of the principal. The term loan
has no financial covenants, but the revolver has a total net
leverage covenant of 4.25 times. The company has sufficient
headroom under the covenant and is expected to remain in compliance
over the next 12 months. The credit facility allows for a $100
million incremental borrowing as long as first lien net leverage
ratio does not exceed 3.25 times. The new credit facility allows
for increased dividend distribution for up to $12.5 million and for
future growth of the restricted payment basket along with EBITDA
growth.

The stable outlook reflects Moody's expectation that Albaugh will
maintain margin improvement and volume growth. There is limited
upside to the rating as a result of the company's significant
exposure to the highly competitive commodity herbicide marketplace.
However, an upgrade would be considered if the company is able to
sustainably improve margins to over 10%, significantly reduce
reliance on glyphosate (below 25% of total sales), and sustainably
improve Debt/EBITDA below 3.5x and increase Retained Cash Flow/Debt
above 15%. Conversely, the ratings would be pressured if liquidity
deteriorates or leverage increases due to weak operating
performance or levered acquisitions. Quantitatively, Moody's would
consider downgrading Albaugh's rating if its EBITDA margin falls
sustainably below 6%, it realizes negative free cash flow, or
leverage (Debt/ EBITDA) rises towards 4.5x.

The principal methodology used in this rating was Global Chemical
Industry Rating Methodology published in December 2013.

Headquartered in Ankeny, Iowa, Albaugh, LLC is a global
manufacturer and seller of generic herbicides, fungicides,
insecticides, and seed treatments. Albaugh has operations in the US
and Canada, Argentina, Brazil, Mexico and Europe. The company
generated revenue of $1.2 billion in the twelve months ended
September 30, 2017. The company is majority owned by founder Dennis
Albaugh with a 20% stake owned by the Chinese agrochemical
developer and manufacturer and Albaugh's supplier, Nutrichem.


ALL-STATE FIRE: Allowed to Use Cash Collateral on Final Basis
-------------------------------------------------------------
The Hon. Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado has entered an order authorizing All-State
Fire Protection, Inc., on a final basis, to use cash collateral
solely to pay expenses of the estate as described in a budget.

The Debtor may expend cash collateral only for the purpose of
ordinary business expenses, including the purchase of replacement
inventory, payment of employee wages, and regular overhead
expenses, as consistent with budgets previously filed by the Debtor
in this case. The approved budget shows total operating
disbursements of $757,649 for the month of December 2017.

Pre-petition, the Debtor incurred several loans with various
creditors, including, Wells Fargo Bank, N.A. and Wells Fargo
Equipment Finance, Inc. The approximate amount owing to Wells Fargo
Bank and WFEF is $1,230,540.

Wells Fargo Bank asserts a blanket lien on all of the Debtor's
assets, including its equipment, accounts and accounts receivable,
and the proceeds therefrom. WFEF asserts interest in a specific
piece of equipment owned by the Debtor.

The Colorado Department of Revenue asserts a first and prior lien
on all assets of the Debtor and the estate, including cash
collateral to secure its claim in the amount of $310,369 for unpaid
trust fund taxes. In addition, the Colorado Department of Labor and
Employment may assert a first and prior lien on all assets of the
Debtor and the estate to secure its claim in the amount of $509,268
for unpaid unemployment insurance premiums owed by the Debtor.

Wells Fargo and Colorado have consented to the Debtor's use of
their Cash Collateral exclusively on and subject to these terms and
conditions:

      (a) To adequately protect the interests of Wells Fargo in the
pre-petition collateral, including the cash collateral, the Debtor
will make adequate protection payments to Wells Fargo Bank in the
amount of $7,050 per month, and to WFEF in the amount of $792 per
month. The adequate protection payments will constitute a
superpriority claim against the Debtor.

      (b) In addition, to the extent that Wells Fargo has a
properly perfected pre-petition lien on the Cash Collateral, Wells
Fargo will have a replacement lien on all post-petition cash
collateral in order for the Debtor to continue to operate to the
extent that there is a decrease in value of Wells Fargo's interest
in the Cash Collateral in the same extent and priority that existed
on the Petition Date.

      (c) Beginning on December 1, 2017, and continuing upon the
first day of every succeeding month thereafter until confirmation
of a plan, appointment of a trustee, dismissal or conversion, the
Debtor will pay the State of Colorado the sum of $9,000 on a
monthly basis, which amount will be apportioned in equal parts
between the Colorado Department of Revenue and the Colorado
Department of Labor and Employment.

      (d) The State will have a first priority replacement lien on
all property of the Debtor and the estate, including without
limitation, on all post-petition accounts and accounts receivable,
in and securing such amounts as lawfully set forth as secured
claims in the proofs of claim filed by Colorado Department of
Revenue and the Colorado Department of Labor and Employment, as
amended.

      (e) No later than December 1, 2017, the Debtor will file all
delinquent reports and returns for pre- and post-petition periods
ending on or before November 30, 2017. The Debtor will cure and
fully pay to the State any delinquent taxes and unemployment
premiums for post-petition periods by that date. Thereafter, the
Debtor will timely file all reports and returns with the State and
timely pay all post-petition taxes and unemployment premiums due
thereunder.

      (f) The Debtor will maintain adequate insurance coverage on
all personal property assets to insure adequately against any
potential loss.

      (g) The Debtor will preserve and maintain in good condition
all collateral in which the State has an interest.

These events or failures will constitute an event of default:

      (a) The Debtor's failure to pay on December 1, 2017, and
continuing upon the first day of every succeeding month thereafter,
the State the sum of $9,000 on a monthly basis.

      (b) The Debtor's failure to maintain adequate insurance
coverage on all personal property assets to insure adequately
against any potential loss.

      (c) The Debtor's failure to expend cash collateral only for
the purpose of ordinary business expenses, including the purchase
of replacement inventory, payment of employee wages, and regular
overhead expenses, as consistent with budgets previously filed in
this case by the Debtor.

      (d) The Debtor's failure to file with the State, no later
than December 1, 2017, all delinquent reports and returns for
pre-and-post petition periods ending on or before November 30,
2017; to cure and fully pay to the State any delinquent
post-petition taxes and unemployment premiums by that date; or
thereafter to timely file all reports and returns with the State
and timely pay all post-petition taxes and unemployment premiums
due thereunder.

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

       http://bankrupt.com/misc/cob17-15844-195.pdf

                 About All-State Fire Protection

All-State Fire Protection, Inc., based in Wiggins, Colo.,
specializes in the installation of fire sprinkler systems for
residential and commercial clients.

All-State Fire Protection filed a Chapter 11 petition (Bankr. D.
Colo. Case No. 17-15844) on June 23, 2016, estimating $1 million to
$10 million in assets and liabilities.  The petition was signed by
Raymond Gibler, president.

The Hon. Thomas B. McNamara presides over the case.  

Kenneth J. Buechler, Esq., at Buechler & Garber, serves as
bankruptcy counsel to the Debtor.


AMARILLO AMBASSADOR: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Amarillo Ambassador 265 LLC
          fka Wyndham Garden Hotel-Amarillo, TX
        3100 W. Interstate 40
        Amarillo, TX 79102

Business Description: Based in Amarillo, Texas, and founded
                      in 2014, Amarillo Ambassador 265 LLC is
                      engaged in activities related to real
                      estate.

Chapter 11 Petition Date: December 5, 2017

Case No.: 17-20402

Court: United States Bankruptcy Court
       Northern District of Texas (Amarillo)

Judge: Hon. Robert L. Jones

Debtor's Counsel: Thomas Rice, Esq.
                  PULMAN, CAPPUCCIO, PULLEN, BENSON & JONES, LLP
                  2161 N.W. Military Highway, Suite 400
                  San Antonio, TX 78213
                  Tel: (210) 222-9494
                  Fax: (210) 892-1610
                  Email: trice@pulmanlaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Suneet Singal, manager.

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

         http://bankrupt.com/misc/txnb17-20402.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Xcel Energy                            Utility            $63,000

City of Amarillo - Hotel Tax            Taxes             $60,000

Oracle OPERA PMS                        Trade             $40,865

Logical Technologies                    Trade             $23,784

Wyndham Hotel Group                     Trade             $23,054

American Elevator Co.                   Trade             $12,533

David's Quality Electric                Trade             $12,151

Elevator Co.                            Trade             $11,500

Vitel Communications                    Trade             $10,554

United States Dept. of                  Fines              $8,873
Labor- OSHA

Atmos Energy                            Trade              $8,618

Euler Hermes                          Insurance            $7,977

Barnett & Garcia, PLLC                  Trade              $7,915

A-V Fire and Safety                     Trade              $6,279

Booking.com B.V                         Trade              $5,907

Suddenlink Communications               Trade              $5,898

Receivables Control Corporation         Trade              $5,881

HD Supply                               Trade              $5,600

Benuck & Rainey                         Trade              $4,472

Allen's Tri-State                       Trade              $4,188


AMERICAN AIRLINES: Fitch Affirms BB- IDR; Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer-Default Rating
(IDR) for American Airlines Group Inc. (American, AAG) at 'BB-'.
The ratings also apply to American's primary operating subsidiary,
American Airlines, Inc. The Rating Outlook is Stable. Fitch has
also taken various rating actions on American's EETCs as described
at the end of this release.

The 'BB-' rating is supported by American's market position as the
largest airline in the U.S., its dominant position in key hubs, and
by the solid financial results that the company has produced since
emerging from bankruptcy and merging with US Airways in December
2013. Credit metrics have been pressured this year by higher fuel
and labor costs and by an intensely competitive environment that
has kept a lid on unit revenue growth. Fitch expects American's
leverage to end the year at around 4.8x up from 4.3x at year-end
2016, which Fitch consider to be high for the rating. In addition,
full-year margins are expected to decline by 300-500 bps, and FCF
will be negative by around $1 billion. However, Fitch expects
metrics to improve in 2018 and beyond as cost pressures ease, and
capital spending moderates, bringing credit metrics to a level that
are solidly supportive of the current rating.

KEY RATING DRIVERS

Healthy Profitability though Margins to Remain Below Peak: American
is generating operating margins that are in line with its
network-carrier peers and that remain well above levels of
profitability that it generated prior to its emergence from
bankruptcy, though profitability has declined materially from peak
levels in 2015 and 2016. Fitch's base case forecast includes
operating margins that remain near current levels. Although Fitch
believe that several of American's revenue initiatives (i.e. basic
and premium economy, revenue management practices), have merit,
Fitch remain cautious about the broader unit revenue environment in
the near term. For the LTM period ended Sept. 30, 2017 American
generated an EBIT margin of 11.9%, which is down from 16.2% for the
same period a year ago. American's peers experienced similar margin
declines this year due to higher fuel prices, labor costs, and a
highly competitive environment.

Unit Revenue Performance Above Industry Average: A combination of
low fuel prices and intense competition led to weak unit revenues
across the industry for the past two to three years. Although there
has been some improvement in 2017, heavy competition with low-cost
carriers and weakness in sections of Asia have prevented a more
meaningful recovery. American has fared better than the industry
average in part due to its exposure to Latin America, which has
rebounded since Brazil has progressed through the worst of its
recession. In contrast, both United and Delta have greater exposure
to Asia, and United has experienced its own problems in domestic
markets as it has grown more quickly than other carriers. Through
the first nine months of the year, American's RASM grew by 3.3%
compared to 1.7% at Delta and -0.3% at United.

Cost Pressures to ease in 2018: American absorbed significant cost
increases over the course of 2015 and 2016 after achieving new
contracts with its unions in late 2014/early 2015 and then granting
mid-contract pay increases in 2017. The company is also dealing
with added expenses related to the integration of US Airways.
American's CASM -ex-fuel (cost per available seat mile) was up by
6.4% for the LTM ended Sept. 30, 2017 (per Fitch's calculations).
American recently laid out a goal of achieving average CASM growth
of below 2% from 2018-2020 excluding the impact of any potential
new labor agreements, which Fitch views as achievable as it moves
past the worst of its labor cost pressures, finalizes its
integration efforts, and continues to upgauge its fleet.

Cash Deployment and Capital Structure Remain Key Rating Negatives:
American continues to pursue a more aggressive financial policy
than many of its peers, leading to above average leverage, and the
possibility that credit metrics could deteriorate quickly in a
downturn. Although share repurchases have slowed materially in
2017, the company continues to return significant amounts of cash
to shareholders, while maintaining a sizeable debt load. Fitch
expects that American's leverage will peak in 2017 and begin to
decline thereafter as capital spending eases. Nevertheless, Fitch
expect American to maintain a more leveraged balance sheet than its
peers for the foreseeable future.  Fitch's concerns are partly
offset by American's target of maintaining at least $7 billion in
total liquidity including its $2.5 billion in revolver
availability. Such a sizeable liquidity balance should allow the
company to weather rough patches in the industry.

FCF to Improve as Capital Spending Moderates: Fitch expects lower
capital spending to drive material improvements in FCF in the
coming years. FCF is expected to rise to the low single digits as a
percentage of revenue in 2018 and remain positive through the end
of Fitch forecast period. Capital spending has been particularly
high in recent years, as American has gone through a major overhaul
of its fleet. Capex topped $5.3 billion in 2014, $6 billion in
2015, and $5.7 billion in 2016. American has stated that total
capex will be around $5.7 billion in 2017 and will decline fairly
materially in 2018 as aircraft deliveries decline. American is
scheduled to take delivery of only 22 aircraft in 2018, down from
73 in 2017. Deliveries will increase again in 2019 as the company
begins to take more 737 MAXs and A320 NEOs, but capital spending
should remain below peak levels seen in 2015 and 2016.

Higher expected FCF will be partially offset by more material
pension funding. Required contributions to American's pension funds
are governed by the Pension Protection Act of 2006, which expires
at the end of 2017. American's plans were fully funded under the
regulations laid out by the Pension Protection Act. American plans
to contribute $780 million to its plan in 2018, following several
years where payments were much less significant. As of year-end
2016, the company's pension plans were underfunded by $7.2 billion,
equating to a 58% funded status.

EETC Rating Actions
Fitch has downgraded the American Airlines series 2015-1 class B
pass through trust certificates to 'BBB-' from 'BBB'.

The downgrade reflects deterioration in the recovery prospects for
this transaction caused by lower asset values for various aircraft
in this pool. Declining values for 777-300ERs were the primary
driver. The current rating for the B-tranche represents a three
notch uplift (maximum for a 'BB' category issuer is four per
Fitch's EETC criteria) from American's proposed IDR of 'BB-'. The
three-notch uplift primarily reflects Fitch's view that the
affirmation factor for this collateral pool remains high. Secondary
factors for the B tranche rating include the presence of an
18-month liquidity facility and, as mentioned above, Fitch's view
of recovery prospects in a stress scenario.

Fitch has affirmed the ratings on various other American Airlines
EETCs as shown at the bottom of this release. Senior tranche
affirmations are supported by levels of overcollateralization that
continue to allow the transactions to pass Fitch's 'A' or 'AA'
level stress scenarios, depending on the transaction. However,
American Airlines' 2013-1 senior tranche may be in line for a
future downgrade. Asset values for the collateral in that pool have
declined, particularly for the 777-300ERs and 777-200ER, causing
the senior tranche of that transaction to pass Fitch 'A' level
stress test with minimal headroom. Further value declines could
lead to a downgrade into the 'BBB' category.

The affirmations of the subordinated tranches were based on the
affirmation of American's corporate rating and on Fitch's unchanged
opinion of the likelihood of affirmation for these pools of
aircraft.

DERIVATION SUMMARY

American is rated lower than its major network competitors, Delta
(BBB-/Stable) and United (BB/Stable), primarily due to the
company's more aggressive financial policies. American's debt
balance has increased substantially since its exit from bankruptcy
and merger with US Airways in 2013 as it has spent heavily on
renewing its fleet and on share repurchases. As such American's
adjusted leverage metrics are at the high end of its peer group.
The risk of maintaining a high debt balance is partially offset by
American's substantial cash position. At Sept. 30, 2017 American
had a cash balance of $5.8 billion compared to $4.3 billion and
$2.4 billion at UAL and DAL, respectively. American's ratings are
also supported by the breadth and depth of its route network, its
position as the largest airline in the world (as measured by
available seat miles) and by strong financial results since its
merger with US Airways.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:
-- Capacity growth of 1% in 2017 followed by low single digit
    annual capacity growth thereafter;
-- Continued moderate economic growth for the U.S. over the near-
    term, translating to stable demand for air travel;
-- Jet fuel prices equating to around $55/barrel on average for
    2017, increasing to around $65/barrel by 2020;
-- Low single digit RASM growth in 2017 followed by modest annual

    growth thereafter;
-- Unit cost growth beyond 2017 increasing at under 2% per year,
    in-line with the company's forecast;
-- Annual share repurchases are assumed to be sized in such a way

    to keep liquidity above AAL's target of $7 billion.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Adjusted debt/EBITDAR sustained below 4x;
-- FFO fixed charge coverage sustained around 3x;
-- Free cash flow generation above Fitch's base case
    expectations;
-- Moderating policies toward financial leverage and shareholder-
    friendly cash deployment.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Adjusted debt/EBITDAR sustained above 4.5x;
-- EBITDAR margins deteriorating into the low double-digit range;
-- Shareholder-focused cash deployment at the expense of a
    healthy balance sheet ;
-- Liquidity sustained below 15% of LTM revenue.

EETC Rating Sensitivities
Senior tranche ratings are primarily based on a top-down analysis
based on the value of the collateral. Therefore, a negative rating
action could be driven by an unexpected decline in collateral
values.

Subordinated tranche ratings are based off of the underlying
airline IDR. As such, Fitch might upgrade various B tranches by a
notch if American were upgraded to 'BB'. However, the B tranches
may not be downgraded if American were downgraded to 'B+', as
Fitch's EETC criteria allows for a wider notching differential for
'BB' and 'B' category rated airlines. Subordinate tranche ratings
are also impacted by recovery prospects. Class B certificates
currently rated at 'BBB' could be downgraded to 'BBB-' should asset
values decline by a greater degree than predicted in Fitch's
models.

LIQUIDITY

American is an Active Debt Issuer:
As of Sept. 30, 2017, AAL with a total unrestricted cash and
short-term investments balance of $5.8 billion plus $2.5 billion in
undrawn revolver capacity, equal to 20% of LTM revenue. This is
well above American's long-term minimum liquidity target of $7
billion, but the company aims to keep liquidity high due to its
high leverage and current fleet renewal process. Fitch views
American's liquidity along with expected generation of significant
cash flow from operations to be more than adequate to cover
upcoming obligations, including debt maturities of $2.6 billion in
2018 and $2.9 billion in 2019.

American is an active debt issuer having raised $2.6 billion of
debt in the first nine months of 2017, including the issuance of
two new EETCs and two subordinate tranches of debt on existing
EETCs. American has also been very active in the capital markets
with multiple repricing transactions. For example, in early
November, the company reduced the interest rate on its 2016
December term loan from 250 bps above LIBOR to 200 bps. The company
has completed the same repricing transaction with its three other
term loans. For comparison, American's term loans were priced at
300 bps above LIBOR in 2014.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the corporate ratings for American Airlines as
follows:

American Airlines Group Inc.
-- Long-Term IDR at 'BB-';
-- Senior unsecured notes at 'BB-'/'RR4'.

American Airlines, Inc.
-- Long-Term IDR at 'BB-';
-- Senior secured credit facilities at 'BB+'/'RR1'.;
-- Series 2016 revenue bonds issued by the New York Transportation
Development Corporation at 'BB'.

Fitch has affirmed American Airlines EETC Ratings as follows:

American Airlines 2017-2 pass-through trust:
-- Series 2017-2 class AA certificates at 'AA';
-- Series 2017-2 class A certificates at 'A';
-- Series 2017-2 class B certificates at 'BBB'.

American Airlines 2017-1 pass-through trust:
-- Series 2017-1 class AA certificates at 'AA';
-- Series 2017-1 class A certificates at 'A';
-- Series 2017-1 class B certificates at 'BBB'.

American Airlines Pass Through Trust Certificates, Series 2015-1
-- Class A certificates at 'A'.

American Airlines Pass Through Trust Certificates, Series 2014-1
-- Class A certificates at 'A';
-- Class B certificates at 'BBB-'.

American Airlines Pass Through Trust Certificates, Series 2013-2
-- Class A certificates at 'BBB';
-- Class B certificates at 'BB+'.

American Airlines Pass Through Trust Certificates, Series 2013-1
-- Class A certificates at 'A-';
-- Class B certificates at 'BB+';
-- Class C certificates at 'BB-'.

US Airways 2013-1 Pass Through Trust
-- Class A certificates at 'A';
-- Class B certificates at 'BBB-'.

US Airways 2012-2 Pass Through Trust
-- Class A certificates at 'A';
-- Class B certificates at 'BBB-';
-- Class C certificates at 'BB-'.

US Airways 2012-1 Pass Through Trust
-- Class A certificates at 'A';
-- Class B certificates at 'BBB-'.

Fitch has also downgraded the following rating:

American Airlines Pass Through Trust Certificates, Series 2015-1
-- Class B certificates to 'BBB-' from 'BBB'.

American Airlines Group is the holding company for American
Airlines and US Airways.  Together with regional partners,
operating as American Eagle and US Airways Express, the airlines
operate an average of nearly 6,700 flights per day to nearly 350
destinations in more than 50 countries.


AMERICAN FUEL: May Use Fidelity Bank Cash Collateral
----------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized American Fuel Cell and Coated Fabrics
Company to use the cash collateral of Fidelity Bank in accordance
with a budget.

As of the Petition Date, the Debtor was indebted to Fidelity Bank
pursuant to and under certain loan documents, in the aggregate
outstanding principal amount of $6,100,000, secured by a first
priority security interest and lien upon all the collateral under
and as defined in the Loan Documents.

As adequate protection against any, and solely to the extent of,
diminution in value until the date upon which the indebtedness is
paid in full, Fidelity Bank is granted:

      (a) a continuing valid, binding, enforceable, unavoidable and
fully perfected post-petition replacement liens on and security
interests in all of the Debtor's assets acquired by the Debtor from
and after the Petition Date except for chapter 5 causes of action,
in the same nature, extent, priority, and validity that any such
liens asserted by Fidelity Bank existed on the Petition Date;

      (b) superpriority administrative expense claims under and to
the extent set forth in sections 503 and 507(b) of the Bankruptcy
Code against the Debtor's estate, which superpriority claims, if
any, will be payable from and have recourse to all assets and
property of the Debtors;

      (c) access to the Debtor's books and records and such
financial reports as required under the Loan Documents; and

      (d) reasonable access to personnel employed at the Debtor and
non-privileged information as Fidelity Bank may reasonably request
with respect to the Debtor's business.

The Debtor also has agreed to continue maintaining appropriate
insurance on its assets in amounts consistent with prepetition
practices; and appropriate and necessary licensing with respect to
operating its business consistent with prepetition practices

The Debtor's authorization to use Cash Collateral will immediately
terminate upon the occurrence of any of these Events of Default:

      (a) The Debtor uses Cash Collateral contrary to the DIP
Budget;

      (b) The Debtor makes any representation made by the Debtor
subsequent to the Petition Date in any report or financial
statement delivered to the Lender that 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 such representation, warranty or statement not misleading);

      (c) The Debtor fails to provide any reports or accounting
information when due or access to its books and records within a
reasonable time after such access is requested;

      (d) The Debtor fails to maintain appropriate insurance on its
assets in amounts consistent with prepetition practices;

      (e) The Debtor fails to maintain appropriate and necessary
licensing with respect to operating its business consistent with
prepetition practices;

      (f) Appointment of a trustee or examiner in the Chapter 11
Case without the Fidelity Bank's consent;

      (g) Conversion of the Chapter 11 Case to a case under chapter
7; or

      (h) Dismissal of the Chapter 11 Case.

A hearing will be heard on December 12, 2017 at 9:30 a.m., during
which time the Court will consider granting authority to use cash
collateral on final basis.  Objections to the entry of the Final
Order must be in writing and filed with the Court by December 8.

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

          http://bankrupt.com/misc/txnb17-44766-26.pdf

                      About American Fuel Cell

Based in Wichita Falls, Texas, American Fuel Cell and Coated
Fabrics Company http://amfuel.com/-- is engaged in the
manufacturing of rubber products supplying fuel cells and flexible
liquid storage equipment for the defense and commercial industries.
In 1917, American Fuel Cells and Coated Fabrics Company, formerly
known as Firestone Tire & Rubber Company, began as a supplier of
fuel cells to the U.S. Signal Corp. for aviation needs.

American Fuel Cell and Coated Fabrics Company filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 17-44766), on November 26,
2017. The petition was signed by Leonard J. Annaloro, CEO and
president. The case is assigned to Judge Mark X. Mullin. The Debtor
is represented by Robert J. Forshey, Esq. and Matthias Kleinsasser,
Esq. Forshey & Prostok LLP. At the time of filing, the Debtor had
estimated assets and estimated liabilities at $1 million to $10
million each.


AMERICAN LORAIN: WWC P.C. Raises Going Concern Doubt
----------------------------------------------------
American Lorain Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $136.36 million on $79.67 million of net revenues for
the fiscal year ended December 31, 2016, compared with a net loss
of $2.69 million on $140.71 million of net revenues in 2015.

The Company's independent accountants WWC, P.C., states that the
Company had incurred substantial losses during the year and had
working capital deficit, which raises substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at December 31, 2016, showed $148.25
million in total assets, $82.16 million in total liabilities, and a
total stockholders' equity of $66.10 million.

A copy of the Form 10-K is available at:

                        https://is.gd/nhqIBD

                  About American Lorain Corporation

American Lorain Corporation is a food manufacturing company.  The
Shandong, China-based Company develops, manufactures and sells a
range of food products, including Chestnut products, Convenience
foods and Frozen food products.  It operates through three
segments: Chestnut products, Convenience food products and Frozen
food products.



APOLLO ENDOSURGERY: Will Sell $50 Million Common Shares
-------------------------------------------------------
Apollo Endosurgery, Inc., filed a Form S-3 registration statement
with the Securities and Exchange Commission relating to the sale of
up to an aggregate amount of $50,000,000 of common stock.

The registration statement contains two prospectuses:

   * a base prospectus which covers the offering, issuance and
     sale by Apollo of up to a maximum aggregate offering price of
     $50,000,000 of Apollo's common stock; and

   * a sales agreement prospectus covering the offering, issuance
     and sale by Apollo of up to a maximum aggregate offering
     price of $16,000,000 of Apollo's common stock that may be
     issued and sold under a sales agreement with Cantor
     Fitzgerald & Co.

The Company will provide the specific terms of these offerings in
one or more supplements to the prospectus.  The Company may also
authorize one or more free writing prospectuses to be provided to
you in connection with these offerings.

Apollo Endosurgery's common stock is listed on the Nasdaq Global
Market under the trading symbol "APEN."  On Dec. 1, 2017, the last
reported sale price of its common stock was $4.51 per share.  The
applicable prospectus supplement will contain information, where
applicable, as to other listings, if any, on the Nasdaq Global
Market or other securities exchange of the shares of common stock
covered by the applicable prospectus supplement.

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

                    https://is.gd/knmlr7

                  About Apollo Endosurgery

Headquartered in Austin, Texas, Apollo Endosurgery, Inc. --
http://www.apolloendo.com/-- is a medical device company focused
on less invasive therapies for the treatment of obesity, a
condition facing over 600 million people globally, as well as other
gastrointestinal disorders.  Apollo's device based therapies are an
alternative to invasive surgical procedures, thus lowering
complication rates and reducing total healthcare costs.  Apollo's
products are offered in over 80 countries today.  Apollo's common
stock is traded on NASDAQ Global Market under the symbol "APEN".

Apollo Endosurgery reported a net loss attributable to common
stockholders of $41.16 million for the year ended Dec. 31, 2016,
compared to a net loss attributable to common stockholders of
$36.38 million for the year ended Dec. 31, 2015.  As of Sept. 30,
2017, Apollo Endosurgery had $114 million in total assets, $57.16
million in total liabilities and $56.83 million in total
stockholders' equity.

According to the Company's quarterly report for the period ended
Sept. 30, 2017, "The Company has experienced operating losses since
inception and occasional debt covenant violations and has an
accumulated deficit of $169,706 as of September 30, 2017.  To date,
the Company has funded its operating losses and acquisitions
through equity offerings and the issuance of debt instruments.  The
Company's ability to fund future operations will depend upon its
level of future operating cash flow and its ability to access
additional funding through either equity offerings, issuances of
debt instruments or both."


APOLLO MEDICAL: May Issue Add'l. 361,500 Shares Under Equity Plan
-----------------------------------------------------------------
Apollo Medical Holdings, Inc., filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
an additional 361,500 shares of its common stock issuable under the
Company's 2013 Equity Incentive Plan.  A full-text copy of the
regulatory filing is available for free at https://is.gd/Tor93c

                      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.


AQUION ENERGY: To Sell Tax Credits, Hire Fallbrook as Agent
-----------------------------------------------------------
AEI Winddown Inc., previously known as Aquion Energy Inc., seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Fallbrook Credit Finance, LLC, to serve as
placement agent in connection with a potential sale of certain tax
credits, which the Debtor accumulated from the State of
Pennsylvania.

The tax credits will be sold to a potential buyer at a price of no
less than $0.90 per dollar of tax credits.  The Debtor will retain
from the purchase price an amount equal to $0.90 per dollar of tax
credits sold and agrees to pay to Fallbrook a placement fee equal
to the excess, if any, of the purchase price over the "seller
price."

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

The firm can be reached through:

     Josh Lederer
     Fallbrook Credit Finance, LLC
     26610 Agoura Road, Suite 120
     Fallbrook Credit Finance, LLC
     Calabasas, CA 91302-3823
     Phone: (818) 657-6100
     Fax: (818) 657-6145

                        About Aquion Energy

Pittsburgh, Pennsylvania-based Aquion Energy Inc., now known as AEI
Winddown, Inc., manufactures saltwater Batteries with a
proprietary, environmentally-friendly electrochemical design.
Aquion was founded in 2008 and had its first commercial product
launch in 2014.  Designed for stationary energy storage in pristine
environments, island locations, homes, and businesses, its
batteries have been Cradle to Cradle Certified, an environmental
sustainability certification that has never previously been given
to a battery producer.

Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No.
17-10500) on March 8, 2017.  Suzanne B. Roski, the CRO, signed the
petition.  The Debtor estimated $10 million to $50 million in
assets and liabilities.

Judge Kevin J. Carey presides over the case.

The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl
& Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as
chief restructuring officer.  The Debtor also engaged Kurtzman
Carson Consultants, LLC, as claims and noticing agent.

The official committee of unsecured creditors formed in the case
has retained Lowenstein Sandler LLP as counsel, and Klehr Harrison
Harvey Branzburg LLP as Delaware co-counsel.


ARIZONA - FOR BETTER: Taps Lake & Cobb as Legal Counsel
-------------------------------------------------------
Arizona - For Better Business Association, LLC seeks approval from
the U.S. Bankruptcy Court for the District of Arizona to hire Lake
& Cobb, PLC as its legal counsel.

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

The firm's hourly rates are:

     Don Fletcher               $300
     Sheryl Andrew              $225
     Partners            $250 - $325
     Associates          $185 - $275
     Paralegals                 $130
     Legal Assistants     $50 - $125

Lake & Cobb has no connection with the Debtor and does not
represent any of its creditors in its Chapter 11 case, according to
court filings.

The firm can be reached through:

     Don C. Fletcher, Esq.
     Lake & Cobb, PLC
     1095 West Rio Salado Parkway, Suite 206
     Tempe, AZ 85281
     Tel: 602-523-3000
     Fax: 602-523-3001
     Email: dfletcher@lakeandcobb.com

                About Arizona - For Better Business
                          Association LLC

Founded in 2010, Arizona - For Better Business Association LLC is a
privately-held company in the professional, labor, political, and
similar organizations industry.  Its principal place of business is
3990 S. Alma School Road, #3, Chandler, Arizona.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 17-14075) on November 28, 2017.
Robert E. Coulson, managing member, signed the petition.

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

Judge Eddward P. Ballinger Jr. presides over the case.


ASP MCS: Moody's Affirms B2 CFR & Revises Outlook to Negative
-------------------------------------------------------------
Moody's Investors Service affirmed ASP MCS Acquisition Corp.'s
("MCS") B2 Corporate Family Rating (CFR), B2-PD Probability of
Default Rating (PDR), and B2 senior secured first lien debt
ratings. The ratings outlook was revised to negative from stable

MCS is seeking commitments for a $55 million incremental term loan
to finance its acquisition of the property preservation assets of
Carrington Home Solutions, LP (CHS) from Carrington Holding
Company, LLC (Carrington) in addition to transaction-related
expenses. CHS is a captive field services provider to Carrington.
The transaction is expected to close in December 2017.

The change in ratings outlook to negative reflects Moody's
expectation that debt-to-EBITDA (including Moody's standard
adjustments) will remain elevated above 5 times over the next 12 to
18 months. Moody's had previously cited this level of leverage as
potentially prompting a downgrade. Prior to the transaction,
debt-to-EBITDA measured 5.5 times as of September 30, 2017 which is
high given the risk of revenue decline over time from low levels of
mortgage delinquencies. Pro forma for the acquisition, Moody's
believes that leverage will increase but more modestly as MCS has
the ability to increase CHS' profitability when it layers the
acquired assets onto its own platform by leveraging its existing
infrastructure. MCS' relative profitability benefits from its
vendor relationships and larger scale. However, the outlook
considers that the pace of leverage reduction will be less than
anticipated given the uncertainty of synergy realization as the
company executes this debt-funded acquisition.

Moody's affirmed the following ratings:

Issuer: ASP MCS Acquisition Corp.

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$35 million senior secured first lien revolver due 2022 at B2
(LGD3)

$390 million senior secured first lien term loan due 2024 at B2
(LGD3) (original face amount; approximately $444 million
outstanding pro forma for the incremental term loan)

Outlook, Changed to Negative from Stable

RATINGS RATIONALE

MCS' B2 CFR reflects high leverage, a concentrated customer base,
and exposure to low rates of U.S. home mortgage loan delinquencies
partially balanced by a scalable platform, double-digit EBITA
margins, and good liquidity. Moody's expects organic revenue growth
in the low single digits during 2018 but low mortgage delinquencies
could lead to revenue declines over time. While the acquisition
will provide MCS with increased volume which alleviates some of the
risk of organic revenue declines from lower mortgage delinquency
rates, it also results in more concentrated exposure to
Carrington's loan book. Customer concentration is already a
substantial risk to the business. Partially mitigating this risk is
that MCS holds a number of statement of work (SOW) with each
customer. Moody's anticipates that MCS will maintain good liquidity
over the next 12 months which provides support to the credit
profile. Good liquidity is supported by expectations of free cash
flow to debt in the mid-single digits and availability under an
undrawn $35 million revolver due 2022.

The company's $35 million senior secured first lien revolving
credit facility due 2022 and $444 million senior secured first lien
term loan due 2024 (pro forma for the incremental loan) are each
rated B2, the same as the CFR, reflecting the B2-PD PDR and their
position as the preponderance of liabilities in the capital
structure.

Factors that could lead to a downgrade include debt-to-EBITDA
remaining above 5 times, deterioration in liquidity, revenue
declines including from loss of key customers, or leveraging
acquisitions.

Due to the concentrated customer base, near term ratings upside is
limited. However, prospective factors that could support an upgrade
include financial policies supportive of debt-to-EBITDA sustained
below 4 times, annual revenue growth of at least 5%, more
diversified revenue sources, and good liquidity.

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

MCS, headquartered in Lewisville, Texas, provides property
inspection, appraisal and preservation services on behalf of
lenders and loan servicers for homes with defaulted mortgage loans.
The company is owned by affiliates of American Securities LLC.
Revenues for the twelve months ended September 30, 2017 were $366
million.


ATD CAPITOL: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of ATD Capitol, LLC, as of Dec. 4,
according to a court docket.

                       About ATD Capitol LLC

ATD Capitol, LLC was incorporated on Aug. 12 2015, and is in the
office and public building furniture business. ATD is an affiliate
of Capitol Supply, Inc., which sought bankruptcy protection on
Sept. 20, 2017 (Bankr. S.D. Fla. Case No. 17-21544).

ATD Capitol, LLC, based in Boca Raton, FL, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 17-22257) on October 9, 2017.
The Hon. Paul G. Hyman, Jr. presides over the case. Bradley
Shraiberg, Esq., at Shraiberg Landau & Page, P.A., serves as
bankruptcy counsel.

In its petition, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Robert J. Steinman, president.


AYTU BIOSCIENCE: Provides Update on Natesto's Continued Growth
--------------------------------------------------------------
Aytu BioScience, Inc., provided an update on the launch of Natesto
in the U.S. Significant Natesto prescription growth continued
through October 2017, with prescriptions increasing 17% from the
previous month, reaching their highest levels to date.
Additionally, in October, the number of physicians prescribing
Natesto increased 16% from the previous month.

The Company reports the following prescription and prescriber
growth for the one-month and three-month periods ending Oct. 31,
2017:

   * Natesto total prescriptions for the month of October were
     827, representing a 17% increase over September total
     prescriptions.  New prescriptions for Natesto for the month
     of October increased to 495.

   * The number of prescribers of Natesto for the month of October
     was 407, representing a 16% increase over September.  New
     prescribers represented over 25% of total prescribers in
     October.

   * Natesto total prescriptions were 2,263 for the three-month
     period ending October 2017, representing a 35% increase over
     the three-month period ending July 2017.

Josh Disbrow, chief executive officer of Aytu BioScience commented,
"Aytu is continuing to drive adoption of Natesto at an accelerated
rate, and the Company is pleased with the ongoing positive
reception by physicians and patients.  The combination of a highly
differentiated product profile and our sales force becoming
increasingly proficient has resulted in all-time highs for Natesto
in terms of both prescription levels and prescribers. We remain
enthusiastic about the uptake of Natesto, particularly the large
increase over these past three months, and we are on track to
achieve cashflow breakeven in the quarters ahead based on our
forecasted growth."

The Company expects to continue to provide periodic updates on the
ongoing launch of Natesto in the U.S.

                     About Aytu BioScience

Englewood, Colorado-based 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.  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.

As of Sept. 30, 2017, Aytu Bioscience had $21.24 million in total
assets, $14.89 million in total liabilities and $6.35 million in
total stockholders' equity.


BARTLETT MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor affiliates that filed separate Chapter 11 bankruptcy
petitions:

       Debtor                                   Case No.
       ------                                   --------
       Bartlett Management Services, Inc.  17-71890
       70 Clinton Plaza
       Clinton, IL 61727

       Bartlett Management Indianapolis, Inc.   17-71892
       Bartlett Management Peoria, Inc.         17-71893

Business Description: Based in Clinton, Illionois, Bartlett
                      Management Services is a franchisee of The
                      Kentucky Fried Chicken chain with 25
                      restaurant locations in the counties of
                      Winnebago, Coles, Montgomery, Macon,
                      Sangamon, McLean, Johnson, Boone,
                      Vermillion, Rock, Champaign, Marion,
                      Illinois.

Chapter 11 Petition Date: December 5, 2017

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

Judge: Hon. Mary P. Gorman

Debtors' Counsel: Jonathan A Backman, Esq.
                  LAW OFFICE OF JONATHAN A. BACKMAN
                  117 N Center Street
                  Bloomington, IL 61701
                  Tel: (309) 820-7420
                  Fax: (309) 820-7430
                  Email: jabackman@backlawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Robert E. Clawson, president.

A copy of Bartlett Management Services's of 20 largest unsecured
creditors is available for free at:

      http://bankrupt.com/misc/ilcb17-71890_creditors.pdf

A full-text copy of Bartlett Management Services' petition is
available for free at http://bankrupt.com/misc/ilcb17-71890.pdf


BEAR METAL WELDING: May Access Cash Collateral Until Jan. 30
------------------------------------------------------------
The Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois granted Bear Metal Welding &
Fabrication, Inc. interim authority to continue using cash
collateral through the earlier of January 30, 2018, or the
so-called Termination Date, subject to and solely in accordance
with the express terms and conditions of the Fourth Interim Cash
Collateral Order.

The hearing to consider entry of a final order or a further interim
order on the Cash Collateral Motion will take place on January 30,
2018, at 10:00 a.m.

The Debtor may use the cash collateral only in accordance with the
Budget. The approved Budget provides total operating expenses of
approximately $27,409 for the month of December 2017 and $15,667
for the month of January 2018.

The Debtor stipulated and represented to the Court that QCB
Properties, LLC, the U.S. Department of Treasury-Internal Revenue
Service, the Illinois Department of Revenue, and the Illinois
Department of Employment Security had perfected liens upon the
Debtor's property as of the Petition Date pursuant to the
mortgages, and statutory tax or revenue liens. The Debtor further
stipulated that the Prepetition Liens have attached to all or
substantially all of its real property and personal property.

The Secured Parties will receive (i) a replacement lien in the
Prepetition Collateral and in the post-petition property of the
Debtor of the same nature and to the same extent and in the same
priority as each Secured Party had in the Prepetition Collateral,
and to the extent such liens and security interests extend to
property pursuant to Section 552(b) of the Bankruptcy Code, and
(ii) an additional continuing valid, binding, enforceable,
non-avoidable, and automatically perfected postpetition security
interest in and lien on all cash or cash equivalents, whether now
owned or in existence on the Petition Date or thereafter acquired
or existing and wherever located, of the Debtor.

The Debtor will maintain in full force and effect and pay any
premiums that become due during the term of the Fourth Interim
Order for property and casualty insurance on all of its assets.

A copy of the fourth interim order is available at:

         http://bankrupt.com/misc/ilnb17-24246-53.pdf

              About Bear Metal Welding & Fabrication

Headquartered in Lombard, Illinois, Bear Metal Welding &
Fabrication, Inc., provides fabrication and repair of metals to
commercial and consumer markets.  Bear Metal's principal asset is
the improved real estate from which it operates at 948 North Ridge
Avenue, Lombard, Illinois, with the property valued at $450,000.

Dean Mormino has been Bear Metal's principal officer at all times
since the Company began business operations in 1997. Mr. Mormino
has been the sole shareholder, director and the president since
2012 when his marriage to Melisa Mormino was dissolved.  Prior to
the dissolution of their marriage, Melisa Mormino was a shareholder
of Bear Metal.

Bear Metal filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 17-24246) on Aug. 14, 2017, estimating up to $50,000
in assets and between $500,001 and $1 million in liabilities.  The
petition was signed by Mr. Mormino.

Abraham Brustein, Esq., at Dimonte & Lizak, LLC, serves as the
Debtor's bankruptcy counsel.  Lehman & Associates CPA, Ltd., is the
Debtor's accountant.


BESTWALL LLC: Asbestos Claimants Panel Taps Montgomery as Counsel
-----------------------------------------------------------------
The committee representing Bestwall LLC's asbestos claimants seeks
approval from the U.S. Bankruptcy Court for the Western District of
North Carolina to hire Montgomery McCracken Walker & Rhoads LLP as
its legal counsel.

The firm will assist the committee in evaluating the Debtor's
Chapter 11 filing and analyzing the conduct of its affairs;
participate in examinations of the Debtor; assist in the
preparation of a plan of reorganization; and provide other legal
services related to the Debtor's case.

The firm's standard hourly rates range from $360 to $950 for
partners, $350 to $715 for "of counsel," $235 to $500 for
associates, and $120 to $275 for paralegals.

The attorneys who will represent the committee are:

     Natalie Ramsey       $825
     Mark Fink            $660
     Davis Lee Wright     $615
     Sidney Liebesman     $615
     Katherine Fix        $450

Natalie Ramsey, Esq., disclosed in a court filing that her firm
does not hold or represent any interest adverse to the Debtor's
estate.

Montgomery can be reached through:

     Natalie D. Ramsey, Esq.
     Montgomery McCracken Walker & Rhoads LLP
     1105 North Market Street, 15th Floor
     Wilmington, DE 19801
     Tel: (302) 504-7800
     Fax:  (302) 504-7820
     Email: nramsey@mmwr.com

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

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.

On November 8, 2017, the U.S. bankruptcy administrator appointed an
official committee of asbestos claimants in the Debtor's case.


BIOSTAR PHARMACEUTICALS: Regains Nasdaq Listing Compliance
----------------------------------------------------------
Biostar Pharmaceuticals, Inc. said that on Nov. 30, 2017, it
received a letter from the NASDAQ Listing Qualifications Staff
notifying the Company that it regained compliance with NASDAQ's
Listing Rule 5250(c)(1) for continued listing on NASDAQ Capital
Market and the Staff considers the matter closed.

On Aug. 22, 2017, the Company received a Staff notification letter
advising the Company that, since it had not filed its Quarterly
Report on Form 10-Q for the fiscal year ended June 30, 2017, the
Company was not in compliance with NASDAQ Listing Rule 5250(c)(1).
Following the notification letter, the Company submitted a plan of
compliance and, upon the Staff's review of the plan, was provided
an exception until Nov. 30, 2017 to implement its plan to regain
listing compliance.  On Nov. 15, 2017, the Company filed the
subject Quarterly Report for the fiscal quarter ended June 30,
2017.

                 About Biostar Pharmaceuticals

Based in Xianyang, China, Biostar Pharmaceuticals, Inc., through
its wholly owned subsidiary and controlled affiliate in China,
develops, manufactures, and markets pharmaceutical and health
supplement products for a variety of diseases and conditions. For
more information please visit:
http://www.biostarpharmaceuticals.com.

Biostar incurred a net loss of $5.69 million in 2016 and a net loss
of $25.11 million in 2015.  As of Sept. 30, 2017, the Company had
$41.42 million in total assets, $5.27 million in total liabilities,
all current, and $36.14 million in total stockholders' equity.

Mazars CPA Limited, Certified Public Accountants, in Hong Kong,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, stating that
the Company had experienced a substantial decrease in sales volume
which resulting a net loss for the year ended Dec. 31, 2016.  Also,
part of the Company's buildings and land use rights are subject to
litigation between an independent third party and the Company's
chief executive officer, and the title of these buildings and land
use rights has been seized by the PRC Courts so that the Company
cannot be sold without the Court's permission.  In addition, the
Company already violated its financial covenants included in its
short-term bank loans.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


BISON GLOBAL: Taps Dan Bensimon as Financial Advisor
----------------------------------------------------
Bison Global Logistics, Inc. seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to hire Dan
Bensimon as its financial advisor.

Mr. Bensimon will assist the Debtor in the preparation and
implementation of a bankruptcy plan; work with the Debtor to
establish a structure of accounting checks and balances to identify
financial problems; assist in identifying strategic alternatives
and options to maximize the benefit to creditors and the Debtor;
and provide other services related to the Debtor's Chapter 11
case.

The Debtor proposes to employ Mr. Bensimon at the rate of $6,000
per month to be paid quarterly.

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

Mr. Bensimon maintains an office at:

     Dan Bensimon
     7028 Cielo Azul Pass
     Austin, TX 78732

                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 September 14, 2017.
Allen T. Love, its 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.

Judge Tony M. Davis presides over the case.  Barron & Newburger,
P.C. is the Debtor's bankruptcy counsel.


BMC ACQUISITION: S&P Assigns B Corp Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Dallas-based BMC Acquisition Inc. The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's proposed $40 million
revolving credit facility due in 2022 and $230 million first-lien
term loan due in 2024. The '3' recovery rating indicates our
expectation for meaningful recovery (50%-70%; rounded estimate:
65%) in the event of payment default."

BMC is an HR business outsource process provider focused on SMB.
The company's benefits segment represents approximately 62% of
revenues. BMC acts as an intermediary between carriers and
independent brokers, and enhances the placement efficiency of
benefit plans as well as premium billing, collection, and broker
commission payments on behalf of carriers. Its smaller payroll
segment represents 38% of revenues, whereby BMC provides payroll
processing, payroll tax management, and compliance reporting.

The rating reflects BMC's small size, narrow geographic
diversification, and limited product breadth given a concentrated
SMB end market. S&P said, "Partially offsetting these factors, we
note that the company's revenue growth is very stable despite
limited investment from its previous financial sponsor. We view the
company's cross-selling opportunities, along with factors such as
the need for SMBs to remain compliant with the Affordable Care Act,
as potential growth tailwinds. We expect pro forma adjusted debt to
EBITDA to be approximately 5.3x at transaction close."

S&P said, "The stable outlook reflects our expectation that BMC
will continue strong client retention, and should realize
additional cross-selling synergies as it provides benefits and
payroll solutions to existing customers. Furthermore, new business
wins and a shift in sales mix toward higher-margin services will
likely support modest earnings growth over the next 12 months
despite higher expenses to grow its sales force. We expect debt to
EBITDA will improve modestly over the next year, declining to the
high-4x area by year-end 2018.

"We could lower our ratings if the company's operating performance
deteriorates as a result of an unexpected economic downturn or
company-specific misstep that results in debt to EBITDA approaching
7x or free cash flow dwindling toward break-even. We estimate
EBITDA would need to decline approximately 25% for that to occur.
We could also lower the ratings if the company issues dividends or
funds acquisitions with debt such that debt to EBITDA approaches
7x. We could also lower the ratings if FOCF is negative on a
sustained basis.  

"Although unlikely over the next 12 months, given our expectations
for performance, we could consider raising our ratings if BMC
significantly increases its scale through successful cross-selling
initiatives to drive higher than expected revenue and EBITDA
growth, and uses free cash flow toward debt reduction, such that
leverage declines to and is sustained in the low- to mid-4x area.
Under this scenario, BMC's financial sponsor would also need to
demonstrate less aggressive financial policies that would support
the lower leverage over a lengthy period."

BMC Acquisition, Inc. provides other diversified financial
services. The company was incorporated in 2012 and is based in
Dallas, Texas.



BMC SOFTWARE: S&P Rates EUR380MM Senior Unsecured Notes CCC+
------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue-level rating and '6'
recovery rating to Houston-based BMC Software Finance Inc.'s EUR380
million senior unsecured notes. Proceeds from the issuance will be
used to redeem the company's existing senior contingent cash pay
notes due 2019. The '6' recovery rating reflects S&P's expectation
of negligible (0%-10%; rounded estimate: 0%) recovery of principal
in the event of a payment default.

S&P said, "Our corporate credit rating on BMC remains 'B' with a
stable outlook. Our ratings reflect our view that stabilizing
revenues, growing renewal bookings, and EBITDA margin improvement
will enable the firm to continue reducing leverage over the next 12
months. In spite of these improvements, we note that leverage
remains high at over 8.0x by our calculations and significant
competitive pressure from smaller, cloud-native competitors
presents a material risk to BMC's earnings growth."

RECOVERY ANALYSIS

Key analytical factors

S&P said, "We assigned our '6' recovery rating to BMC's new senior
unsecured notes. All other recovery ratings are unchanged.

"We believe that BMC's foreign term loan has marginally better
recovery prospects than the U.S. first-lien debt because of
priority claims against foreign assets and cash flow, in addition
to domestic collateral.

"Our simulated default scenario contemplates a default in 2018 due
to intense competition from large, well-capitalized multiline
companies, amidst persistent declines in the mainframe business.
Some of BMC's largest competitors include Hewlett-Packard
Enterprise, International Business Machines Corp. (IBM), and CA
Technologies LLC, which have large installed bases and the ability
to invest in new hardware and software capabilities that could
weaken BMC's market position."

Simplified waterfall

-- Emergence EBITDA: about $510 mil.
-- Multiple: 6.0x
-- Gross recovery value: about $3.0 bil.
-- Net recovery value for waterfall after administrative expenses:
about $2.9 bil.
-- U.S. secured debt claims: about $2.8 bil.
    --Recovery range: 70%-90% (rounded estimate: 70%)
-- Foreign secured debt claims: about $1.1 bil.
    --Recovery range: 70%-90% (rounded estimate: 80%)
-- Senior unsecured claims: about $3.2 bil.
    --Recovery range: 0%-10% (rounded estimate: 0%)

RATINGS LIST

  BMC Software Finance Inc.
   Corporate Credit Rating                   B/Stable/--

  New Rating

  BMC Software Finance Inc.
  Senior Unsecured
   EUR380 mil. Notes due 2023                CCC+
    Recovery Rating                          6(0%)

BMC Software Finance, Inc. is the entity set up by a group of
private equity firms led by Bain Capital and Golden Gate Capital to
acquire BMC Software, Inc. BMC is a provider of a broad range of IT
management software tools and had revenues of $1.8 billion for the
twelve months ended September 30, 2017. The company is
headquartered in Houston, TX.


C-N-T REDI MIX: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: C-N-T Redi Mix, LLC
        4500 Great Trinity Forrest Parkway
        Dallas, TX 75216

Business Description: Based in Dallas, Texas, C-N-T Redi Mix, LLC,
                      is a company that sells concrete and
concrete
                      supplies.  C-N-T Redi Mix first filed a
                      voluntary Chapter 11 case in U.S. Bankruptcy
                      Court for the Northern District of Texas,
                      Dallas Division, on Jan. 20, 2016 (Bankr.
                      N.D. Tex. Case No. 16-30274).

Chapter 11 Petition Date: December 5, 2017

Case No.: 17-34580

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Hon. Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Apryl Daniel, sole member.

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/txnb17-34580.pdf


CAESARS ENTERTAINMENT: 3rd Amended Plan Declared Effective
----------------------------------------------------------
In the Chapter 11 cases of Caesars Entertainment Operating Company,
Inc., and its affiliated debtors, a notice was filed with the U.S.
Bankruptcy Court for the Northern District of Illinois indicating
that the effective date of the third amended joint Chapter 11 plan
of reorganization occurred on Oct. 6, 2017.  The deadline to file
final requests for payment of professional fee claims was Dec. 5,
2017.

As report by the Troubled Company Reporter on Jan. 20, 2017,
Bankruptcy Judge A. Benjamin Goldgar of the U.S. Bankruptcy Court
for the Northern District of Illinois entered an order on Jan. 17,
2017, confirming the Third Amended Joint Plan of Reorganization of
Caesars Entertainment Operating Company, Inc., and its affiliated
debtors.

A copy of Judge Goldgar's six-page confirmation order is available
at:

          http://bankrupt.com/misc/ilnb15-01145

On Jan. 16, 2017, the Debtors asked Judge Goldgar to give his stamp
of approval on an 11-page confirmation order.  That proposed order,
among others, provides that:

     -- Upon the occurrence of the Effective Date, these
proceedings will be deemed dismissed with prejudice: (a) the
adversary proceeding captioned Caesars Entertainment Operating
Company, Inc., et al. v. BOKF, N.A. et al., Adv. Case No. 15-00149
(ABG); (b) the adversary proceeding captioned Caesars Entertainment
Operating Company, Inc., et al. v. BOKF, N.A. et al., Adv. Case No.
16-00345 (ABG); (c) the adversary proceeding captioned The
Statutory Unsecured Claimholders Committee of Caesars Entertain
Operating Company, Inc. et al. v. BOKF, N.A., et al., Adv. Case No.
15-00571 (ABG); (d) the adversary proceeding captioned Caesars
Entertainment Operating Company, Inc., et al. v. Caesars
Entertainment Corporation, et al., Adv. Case No. 16-005022 (ABG);
and (e) solely to the extent that the settlement approved pursuant
to the Order Approving Settlement By and Among Debtor Caesars
Entertainment Operating Company, Inc., Caesars Entertainment
Corporation, and the Hilton Parties [Docket No. 4398] is not
terminated pursuant to its terms, the adversary proceeding
captioned Hilton Worldwide Inc. Global Benefits Administrative
Committee, et al. v. Caesars Entertainment Corporation, Adv. Case
No. 15-00545 (ABG).

     -- Upon the occurrence of the Effective Date, the involuntary
proceeding captioned In re Caesars Entertainment Operating Company,
Inc., Case No. 15-3193 (ABG) will be deemed dismissed as moot and a
copy of this Confirmation Order may be filed in that proceeding.

                    About Caesars Entertainment

Las Vegas, Nevada-based Caesars Entertainment Corp. (NASDAQ:CZR) --
http://www.caesars.com/-- is one of the world's largest casino   
companies.  Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas.  Harrah's
announced its re-branding to Caesar's in mid-November 2010.

In January 2015, Caesars Entertainment and subsidiary Caesars
Entertainment Operating Company, Inc., announced that holders of
more than 60% of claims in respect of CEOC's 11.25% senior secured
notes due 2017, CEOC's 8.5% senior secured notes due 2020 and
CEOC's 9% senior secured notes due 2020 have signed the Amended and
Restated Restructuring Support and Forbearance Agreement, dated as
of Dec. 31, 2014, among Caesars Entertainment, CEOC and the
Consenting Creditors.  As a result, The RSA became effective
pursuant to its terms as of Jan. 9, 2015.

Appaloosa Investment Limited, et al., owed $41 million on account
of 10% second lien notes in the company, filed an involuntary
Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case
No. 15-10047) on Jan. 12, 2015.  The bondholders are represented By
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP.

CEOC and 172 other affiliates -- operators of 38 gaming and resort
properties in 14 U.S. states and 5 countries -- filed Chapter 11
bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on
Jan. 15, 2015.  CEOC disclosed total assets of $12.3 billion and
total debt of $19.8 billion as of Sept. 30, 2014.

Delaware Bankruptcy Judge Kevin Gross entered a ruling that the
bankruptcy proceedings will proceed in the U.S. Bankruptcy Court
for the Northern District of Illinois.

Kirkland & Ellis serves as the Debtors' counsel.  AlixPartners is
the Debtors' restructuring advisors.  Prime Clerk LLC acts as the
Debtors' notice and claims agent.  Judge Benjamin Goldgar presides
over the cases.

The U.S. Trustee has appointed an official committee of second
priority noteholders and an official unsecured creditors'
committee.

The U.S. Trustee appointed Richard S. Davis as Chapter 11
examiner.

The examiner retained Winston & Strawn LLP, as his counsel; Alvarez
& Marsal Global Forensic and Dispute Services, LLC, as financial
advisor; and Luskin, Stern & Eisler LLP, as special conflicts
counsel.


CAPITOL SUPPLY: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Capitol Supply, Inc., as of
Dec. 4, according to a court docket.

                       About Capitol Supply

Since 1983, Capitol Supply, Inc., has provided the United States
Government, the US Military, State and local government agencies
and consumer and commercial customers worldwide various products
needed to operate their businesses.  Capitol Supply offers office
supply, office furniture, hardware, tools, auto parts, cleaning
supplies, dorms and quarters, package room, and GSA schedule needs.
Capitol Supply was formerly known as Capitol Furniture
Distributing Company and changed its name to Capitol Supply, Inc.
in March 2005.

Capitol Supply, Inc., based in Boca Raton, Florida, filed a Chapter
11 petition (Bankr. S.D. Fla. Case No. 17-21544) on Sept. 20, 2017.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities.  The petition was signed by Robert J.
Steinman, director and chief executive officer.

The Hon. Erik P. Kimball presides over the case.  

Bradley S. Shraiberg, Esq., at Shraiberg Landaue & Page, P.A.,
serves as bankruptcy counsel.


CC CARE LLC: Third Cash Collateral Order Entered
------------------------------------------------
Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized CC Care, LLC, and its affiliates to
use cash collateral during the term of the Third Interim Order,
solely to pay the ordinary and reasonable expenses of operating
their businesses.

The Debtors, together with certain non-debtor affiliates, the
Lenders Party from time to time (AR Lenders), and MidCap Funding IV
Trust (f/k/a MidCap Funding IV, LLC) as assignee of Midcap
Financial Trust (f/k/s MidCap Financial, LLC) and successor
administrative agent entered into a Credit and Security Agreement
that was amended numerous times through the present.

The AR Lenders' Prepetition Obligations are secured by the accounts
receivable of the Operating Debtors. As of the Petition Date, the
AR Lenders assert they were owed $8,390,988 in revolving loan
principal obligations, plus interest, fees, costs and expenses.

The AR Lenders and the United States Department of Housing and
Urban Development ("HUD"), as assignee of the FHA mortgage are each
granted valid and perfected, replacement security interests in and
liens on all of the Debtors' right, title and interest in to and
under the collateral. The AR Lenders and the HUD are also granted
an administrative expense claim with priority in payment over any
and all administrative expenses of the kinds, if and to the extent
the adequate protection of the interests of the AR Lenders and the
HUD in the collateral proves inadequate.

Moreover, the Debtors are required to:

     (a) deliver to the AR Lenders and the HUD financial and other
information concerning the business and affairs of the Debtors, as
the AR Lenders and the HUD will reasonably request from time to
time;

     (b) provide the AR Lenders and the HUD with detailed
information as to the extent and composition of the collateral and
any collections thereon;

     (c) maintain insurance on the collateral to cover its assets
from fire, theft and other damage; and

     (d) maintain the collateral and their businesses in good
repair.

The hearing to consider entry of a final order authorizing use of
cash collateral will be held on December 21 , 2017 at 10:00 a.m.
Objections to entry of a final order authorizing use of cash
collateral are due by December 18.

A full-text copy of the Third Agreed Interim Order

            http://bankrupt.com/misc/ilnb17-32406-72.pdf

                   About CC Care and Affiliates

CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.

The operating entities own these nursing care facilities:

  Entity     Facility Name/Location
  ------     ----------------------
CC Care   Community Care Center, Chicago, Illinois
BT Care   Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care   Crestwood Terrace Nursing Center, Crestwood, Ill.
FT Care   Frankfort Terrace Nursing Center, Frankfort, Ill.
JT Care   Joliet Terrace Nursing Center, Joliet, Illinois
KT Care   Kankakee Terrance Nursing Center, Bourbonnais, Ill.
SV Care   Southview Manor, Chicago, Illinois
TN Care   Terrace Nursing Home, Waukegan, Illinois
WCT Care  West Chicago Terrace Nursing Home, West Chicago, Ill.

On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, manager and designated
representative, signed the petitions.

Case No. 17-32406 is assigned to Judge Janet S. Baer, and Case No.
17-32411 is assigned to Judge Deborah L. Thorne.

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

The Debtors are represented by Crane, Heyman, Simon, Welch & Clar
and Burke Warren Mackay & Serritella P.C.

Patrick S. Layng, U.S. Trustee for the Northern District of
Illinois, on Nov. 16 appointed seven creditors to serve on the
official committee of unsecured creditors in the Chapter 11 cases
of CC Care, LLC, and its affiliates. The committee members are: (1)
Brad Boe; (2) Pat Comstock; (3) Brian Fitzsimmons; (4) Nancy
Jennings; (5) Janis Jones; (6) Dick Krause; and (7) Donald Torres.


CHURCHILL DOWNS: S&P Affirms 'BB' CCR on Sale of Big Fish Games
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on
Louisville, Ky.-based Churchill Downs Inc. The outlook is stable.

S&P said, "At the same time, we assigned our 'BB+' issue-level
rating and '2' recovery rating to the company's proposed $700
million revolver due 2022 and $600 million term loan B due 2024.
The '2' recovery rating reflects our expectation for substantial
recovery (70% to 90%; rounded estimate: 70%) for lenders in the
event of a payment default."

Churchill Downs plans to use proceeds from the new revolving credit
facility, term loan B, and new unsecured debt to refinance its
existing senior notes and existing term loan A, and to replace its
existing revolver commitment. S&P said, "We will withdraw our
ratings on the existing revolving credit facility and term loan A
once they are repaid and we expect to withdraw our ratings on the
senior notes when they are redeemed on Dec. 29, 2017."

Upon the closing of the Big Fish Games sale--expected in early- to
mid-January 2018--Churchill Downs plans to use the proceeds to fund
a share repurchase authorization approved by the company's board of
up to $500 million, to repay its planned outstanding revolver
balance of $225 million, and to add $148 million in cash to the
balance sheet.

S&P said, "The rating affirmation reflects our belief that the sale
of Big Fish and plan to use a portion of the proceeds to pay down
debt is leverage neutral, which offsets the plan to use a
significant portion of the proceeds for share repurchases. While we
expect Big Fish to contribute approximately $77 million of
segment-adjusted EBITDA in 2017, Churchill also plans to pay down
about $225 million of debt. Pro forma for debt repaid and sold
EBITDA, we expect adjusted debt to EBITDA to be 3.1x in 2017.

"The stable outlook reflects our belief that the announced sale of
Big Fish and the proposed refinancing of the capital structure will
be leverage neutral, as well as our forecast for Churchill Downs to
maintain leverage around 3x and FFO to debt in the low- to mid-20%
area until 2019. We expect the company will manage any future
acquisitions or new development opportunities such that leverage
will remain below 4x.

"We believe a downgrade is unlikely because we forecast adjusted
debt to EBITDA to be around 3x in 2018, which is a full turn of
cushion compared to our 4x adjusted debt to EBITDA downgrade
threshold. As we expect growth in operations over the next year,
the most likely scenario for a downgrade would be if the company
took a more aggressive approach toward acquisitions, development
opportunities, or returns to shareholders, resulting in sustained
leverage above 4x.

"We could raise the rating if we believed Churchill Downs'
financial policy would support leverage staying below 3x,
incorporating potential future acquisitions or developments. We
could also consider an upgrade if Churchill Downs undertook future
acquisitions and developments, without increasing leverage beyond
4x, that increase the size and diversity of the company's cash flow
base enough to support an improved business risk assessment."

Churchill Downs Incorporated operates as a racing, gaming, and
online entertainment company. It operates through Racing, Casinos,
TwinSpires, Big Fish Games, and Other Investments segments.
Churchill Downs Incorporated was founded in 1928 and is
headquartered in Louisville, Kentucky.


CITGO HOLDING: Fitch Lowers IDR to CCC, On Watch Negative
---------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
CITGO Holding, Inc. (Holdco) to 'CCC' from 'B-'. Fitch has also
placed the ratings for Holdco and CITGO Petroleum Corporation
(Citgo, 'B' IDR) on Rating Watch Negative.

The downgrade at Holdco and its placement on Rating Watch Negative
reflect increased refinancing risk linked to the 2018 Holdco Term
Loan. The Rating Watch also reflects potential contagion effects
from ultimate parent Petroleos de Venezuela (PDVSA) on both CITGO
entities. Recent associated headline risks include the impact of
U.S. sanctions on Venezuela; the arrests of a number of CITGO
executives in Venezuela on corruption charges; and payment defaults
by PDVSA. The 2018 HoldCo Term Loan ($611 million left remaining at
Sept. 30) is now current and comes due May 12, 2018. Successful
refinancing of the 2018 TL and a reduction in contagion-associated
risks could result in a removal of the Rating Watch Negative and an
upgrade to 'B-' at CITGO Holding.

CITGO's ratings are supported by quality refining assets and good
geographic positioning, strong financial results and credit metrics
for the rating, and minimal capex requirements which help to
support the dividend program to CITGO Holding. Fitch believes the
key risks to CITGO creditors relate to refinance risks and
potential change of control issues, which could be driven by
further defaults by parent PDVSA or the ultimate outcome of pending
litigation and arbitral awards against PDVSA. Ultimately, a change
of control has the potential to relieve significant rating
constraints on the CITGO structure. Mitigation of parent company
risk would likely be a positive development from a CITGO lenders
perspective, implying a greater likelihood of obtaining change of
control consents. Fitch believes that the liquidity and refinancing
risks following a change of control are manageable given underlying
CITGO credit fundamentals and that these risks are embedded in
current CITGO ratings.

KEY RATING DRIVERS

Refinance Risks: CITGO Holding's 2018 Term Loan comes due May 12,
2018. Total remaining balance as of Q3 on the term loan was $611
million. Cash balances available to be netted against the Holdco
term loan on a pro forma basis totalled approximately $273 million
($145 million in unrestricted pro forma cash, $87 million in debt
service cash associated with the term loan, and an excess of $41
million in debt service reserves that have built associated with
the Holdco bonds. As a result the net TL that required refinancing
at Sept. 30, 2017 stood at just $338 million. Fitch expects cash
will continue to build at CITGO due to favorable refining
conditions and the impact of sanctions. As a result, Fitch
estimates that the net TL debt at the Holdco level will continue to
decline moderately.. Fitch believes that the most realistic option
for refinancing is an extension, rather than a comprehensive
refinancing of all of CITGO's debt, which is what the company has
done in the past in more normal environments. At the same time, the
current environment is very challenging for the company to
refinance in given concerns about the parent.

Sanctions Impact Manageable: The impact of U.S. sanctions on
Venezuela has been material but manageable. On an operations level,
crude purchases from Venezuela by CITGO are permitted. CITGO
continues to run its refining system with a majority of
non-Venezuelan crudes, including U.S., Canadian heavy, West
African, and other South American crudes. If Venezuelan imports
were to be blocked, Fitch believes CITGO could find adequate third
party supply with limited economic impact.

U.S. sanctions also allow CITGO Petroleum, subject to a restricted
payments basket, to pay dividends up to CITGO Holding to service
the debt at that level. This is done through a license from the
U.S. Treasury that needs to be renewed annually. However, CITGO
Holding cannot currently pay dividends up to PDV Holding/PDVSA, due
to sanctions. Fitch views this as ultimately positive for HoldCo as
it serves to trap cash at the entity with the most refinancing
risk. Despite the reported arrests of several CITGO executives in
Venezuela on corruption charges, Fitch believes the company's
ability to negotiate a refinancing deal remains intact as the board
retains a quorum.

Change of Control Risks: In the case of a default on the PDVSA
senior notes due 2020, foreclosure on the equity collateral (Citgo
Holding stock) would likely trigger change of control provisions in
existing Citgo debt. If unable to obtain sufficient consents from
lenders, Citgo would be obligated to make an offer to repurchase
outstanding senior notes at 101. The company would have a 90-day
repurchase window (complete offer within 30 days, complete
transaction 60 days subsequent), providing some time to refinance
the notes or otherwise raise sufficient liquidity. Citgo Holding's
term loan would be required to be repaid within three days of a
change in control, absent consents. A change in control would
constitute an event of default under Citgo Petroleum's revolving
credit agreement and term loan. Lenders would have the option to
accelerate the loans or provide change of control consent.

While Fitch believes Citgo would likely have the ability to either
obtain lender consents or refinance the existing debt package,
external events including capital market shocks or difficulty
reaching consensus amongst a diverse bondholder group could impair
the company's ability to do so within the applicable repurchase
windows. Recent events involving PDVSA also serve to complicate the
situation, and could influence investors' perceptions of the debt.

PDVSA Ownership Key Rating Constraint: There is a relatively strong
operational linkage between CITGO and PDVSA (long-term foreign and
local currency IDRs 'RD'). This relationship is evidenced by a
history of use of CITGO as a source of dividends to its parent,
frequent placement of PDVSA personnel into CITGO executive
positions, control of CITGO's board by its parent, and existence of
a crude oil supply agreement. However, there are important legal
and structural separations between the two entities.

CITGO is a Delaware corporation with U.S. domiciled assets and is
separated from PDVSA by two Delaware C-Corps, CITGO Holding, Inc.,
and PDV Holding Inc. The most important factor justifying the
rating notching between CITGO and PDVSA is the strong covenant
protections in CITGO's secured debt, which limit the ability of the
parent to dilute CITGO's credit quality. Key covenants include
limitations on guarantees to affiliates, restrictions on dividends
to CITGO Holding and PDVSA, asset sales, and incurrence of
additional indebtedness. CITGO debt has no guarantees or
cross-default provisions related to PDVSA debt.

Good Refining Assets and Positioning: CITGO owns and operates three
large, high-quality refineries, providing sufficient economies of
scale to compete with larger tier-1 refiners. Positioning in the
Midwest and Gulf Coast provides access to a variety of crudes,
including U.S. sweet crudes, Canadian heavies, and heavy sour
imports at the Gulf. CITGO's refineries have above-average
complexity, including substantial coking capacity, allowing for
conversion of discounted heavier and sour crudes into higher-value
products. Coking capacity in particular will be important for
sustaining profitability now that the U.S. crude export ban has
been lifted. CITGO's position on the Gulf allows favorable access
to export markets, which is an important component in maintaining
competitive gross margins relative to peers.

CITGO HOLDING: Debt Supported by CITGO Petroleum Cash Flow: Ratings
for CITGO Holding are two notches below CITGO Petroleum, reflecting
the heightened refinance/probability of default risk, structural
subordination and a reliance on CITGO Petroleum to provide
dividends for debt service. Dividends from CITGO Petroleum will
provide the majority of debt service capacity at CITGO Holding, and
will be driven primarily by refining economics and the restricted
payments basket. As part of the 2015 financing, CITGO Holding
purchased $750 million in logistics assets from CITGO Petroleum,
which provide approximately $45 million to $50 million in EBITDA at
CITGO Holding available for interest payments. These logistics
assets are pledged as collateral under the CITGO Holding debt
package.

DERIVATION SUMMARY

At 749 thousand bbl/d day of refining capacity, CITGO is smaller
than investment grade refiners MPC (1.8 million bbl/d), VLO (2.7
million bbl/d), PSX (2.1 million bbl/d), and Andeavor (1.2 million
bbl/d). However, given CITGO's size, asset positioning, and cash
flow potential, Fitch informally estimates that, on a stand-alone
basis with no parental rating constraints, that CITGO could be
rated significantly higher than its current rating.
Parent-subsidiary linkage and ties with PDVSA are the key
constraints on the current rating.

KEY ASSUMPTIONS

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

-- No major capital projects over the forecast horizon with
    annual CITGO capex of $350 million;
-- Regional crack spreads decline to mean inflation-adjusted
    levels over the forecast horizon;
-- Long-run refining gross margin of $9-$10/bbl;
-- No material increases in corporate SG&A and refining opex/bbl;
-- CITGO Petroleum pays approximately 100% of net income to CITGO

    Holding.

RATING SENSITIVITIES

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

CITGO Petroleum
-- Change in ownership to a higher-rated parent, or changes
    leading to a stand-alone credit analysis;
-- Improved ratings at PDVSA given the explicit ratings linkage;
-- Stronger structural separations between CITGO and PDVSA
    leading to a wider notching rationale between the two.

CITGO Holding
-- Change in ownership to a higher-rated parent, or structural
    changes leading to a stand-alone credit analysis;
-- Successful refinance of the 2018 TL.

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

CITGO Petroleum
-- Weakening or elimination of key covenant protections contained

    in the CITGO senior secured debt documents through refinancing

    or other means;
-- Inability to refinance debt following a change-of-control,
    absent lender consents or for other reasons;
-- A sustained operational problem at one or more refineries
    leading to impaired cash flow forecasts and credit metrics.

CITGO Holding
-- Inability to refinance 2018 Term Loan;
-- Weakening or elimination of key covenant protections contained

    in CITGO Holding senior secured debt through refinancing or
    other means;
-- Operational problems or weakening long-run fundamentals at
    CITGO that negatively affect the dividend stream to CITGO
    Holding.

LIQUIDITY

CITGO Petroleum At Sept. 30, 2017 CITGO Petroleum had approximately
$1.2 billion in available liquidity, consisting of $895 million in
revolver availability, $229 million in cash and $70 million in
availability on the accounts receivable facility. Fitch believes
this will be adequate for near-term liquidity requirements in the
ordinary course of business, which would consist primarily of
working capital needs following another large move in crude or
product prices. Fitch expects that capex, dividends and other calls
on liquidity will be funded with operating cash flow. CITGO
Petroleum has no maturities until the term loan B due in 2021, with
remaining principal of $632 million.

CITGO Holding CITGO Holding's secured term loan B is due in 2018,
with a remaining principal of approximately $611 million. On a
consolidated basis, CITGO Holding reported $471 million in cash at
Sept. 30, 2017. On a standalone basis, CITGO Holding reported $242
million in unrestricted cash. The $242 million in unrestricted cash
partly reflects that normal Q3 bond interest and term loan
amortization payments did not need to go out Sept. 30 due to a
holiday and instead went out Oct. 2. Pro forma if those payments
had gone out on Sept. 30, unrestricted cash would have been
approximately $145 million. When added to debt service reserve
accounts associated with the term loan of $87 million, and an
excess of $41 million in debt service reserves that had built
associated with the Holdco bonds, total available cash that could
be netted against the Holdco TL was approximately $273 million.

If a change of control occurs, CITGO Holding would be required to
repay its senior secured term loan B in full within three business
days following such change of control and to make an offer to
purchase its 10.75% senior secured notes. Additionally, CITGO would
be required to make an offer to purchase its 6.25% senior secured
notes.

STRONG RECOVERY: For CITGO, Fitch assumed $1 billion in going
concern EBITDA at the OpCo based upon Fitch's base case forecast
and outlook for mid-cycle crack spreads. Fitch then applied a 4.4x
multiple based upon adjusted industry comps, which resulted in
initial going concern value of $4.4 billion. The 4.4x multiple
reflects the volatility of refining profits and the tendency of the
industry to produce positive free cash flow in many environments.
The 4.4x multiple also reflects a downward adjustment to reflect
the fact that CITGO's parent has chosen to run its assets over the
last several years to maximize dividend payments to its owner, a
policy that is likely to result in incremental capex and investment
requirements by CITGO or a third party operator. Fitch then
subtracted 10% for administrative claims, resulting in adjusted EV
of $3.96 billion. This resulted in 100% coverage (RR1) for the
secured revolver, TL and notes at CITGO Petroleum. A residual value
of $1.67 billion remained after this exercise. This was applied to
a second waterfall at CITGO Holdco, whose debt is subordinated to
that of CITGO Petroleum insofar as dividends after debt service at
Petroleum are used to service debt at Holdco. The $1.67 billion was
added to $400 million in GC value associated with Midstream assets
held at Holdco for total initial value of $2.07 billion. After
deductions for administrative claims, the Holdco Term Loan and
bonds recovered at the 'RR2' level (88%).

FULL LIST OF RATING ACTIONS

Fitch has placed the following ratings on Rating Watch Negative:
Citgo Petroleum Corp.
-- Long-Term IDR at 'B';
-- Senior secured credit facility at 'BB/RR1';
-- Senior secured term loans at 'BB/RR1';
-- Senior secured notes at 'BB/RR1';
-- Fixed-rate industrial revenue bonds at 'BB/RR1'.

Citgo Holding, Inc.
-- Long-Term IDR from 'B-' to 'CCC';
-- Senior secured term loans from 'B+'/'RR2' to 'B-'/'RR2';
-- Senior secured notes from 'B+'/'RR2' to 'B-'/'RR2'.


CLEVELAND-CLIFFS INC: Moody's Rates New $400MM Secured Notes Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Cleveland-Cliffs
Inc. proposed $400 million senior secured notes due in January
2024. At the same time, Moody's affirmed Cliffs' B2 Corporate
Family Rating (CFR), B2-PD Probability of Default Rating, B2
guaranteed senior notes rating and Caa1 senior unsecured notes
rating. The SGL-2 speculative grade liquidity rating was also
affirmed.

Proceeds from the proposed issue and the concurrent senior
unsecured convertible notes issue ($275 million) will be used to
fund the company's approximate $700 million hot briquetted iron
(HBI) capital project and for general corporate purposes. The
company intends to commence construction of the HBI facility, which
will have an approximate 1.6 million ton HBI production capacity
with start-up for commercial tonnage expected in mid-2020. Located
in Toledo, Ohio, the company's strategic objective is to provide
the EAF's in the Great Lakes area with a quality alternative to
imported pig iron with customer proximity providing a
transportation advantage.

The following rating actions were taken:

Assignments:

Issuer: Cleveland-Cliffs Inc.

-- Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD2)

Outlook Actions:

Issuer: Cleveland-Cliffs Inc.

-- Outlook, Remains Stable

Affirmations:

Issuer: Cleveland-Cliffs Inc.

-- Probability of Default Rating, Affirmed B2-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

-- Corporate Family Rating, Affirmed B2

-- GTD Senior Unsecured Regular Bond/Debenture, Affirmed B2
    (LGD3)

-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5)

RATINGS RATIONALE

Cliffs B2 CFR reflects the company's strengthened debt protection
metrics, reduced leverage, improved operating performance and
strong position in the North American iron ore markets. The rating
also considers the contract nature of Cliffs' US iron ore
operations (USIO) and the symbiotic relationship the company has
with the US blast furnace steel mills, which cannot economically
source their iron ore requirements from overseas producers.
Although Moody's expect seaborne iron ore prices, which are one of
several components in Cliffs contract pricing (Hot-Rolled Coil -
"HRC" - and other indices measuring inflation are also included),
to average lower in 2018 than seen in 2017, the CFR anticipates
that Cliffs will continue to control costs and achieve strong
margins.

The B2 CFR however, considers the releveraging of the balance sheet
and the stretched debt portection metrics that are likely until
commercial production of HBI begins in 2020. Additionally the
execution risk on the construction and start-up of the DRI/HBI
facility and lack of committed offtake is incorporated. Pro-forma
for the transaction, leverage, as measured by the adjusted
debt/EBITDA ratio, for the twelve months ended September 30, 2017
would be 4.7x, still below Moody's downgrade trigger, but much
higher than the 3.5x actual. Moody's expect leverage to range
between 5x and 5.5x over the next several years. Also factored into
the rating is the volatility evidenced in both seaborne iron ore
prices, largely influenced by Chinese steel production levels and
supply/demand factors, and domestic US HRC prices.

Cliffs performance in 2017 has benefitted from higher capacity
utilization in the US steel industry and the blast furnaces which
use its pellets, the driver in its profitability and cash flow
generation. For the nine months ended September 30, 2017 its USIO
operations, the predominate driver of performance, saw an
approximate 17% gain in shipments while its sales margin almost
more than doubled to $26.32/MT. Its APIO operations, which sell
into the seaborne market in Asia and are a lower iron content are
at best slightly negative to break even. The combination of
stronger operating performance and ongoing debt reduction in 2017
resulted in the improved leverage position on a LTM September 30,
2017 basis.

The SGL-2 speculative grade liquidity rating is supported by
improved cash flow generation, approximately $261 million in cash
at September 30, 2017, and a $550 million ABL, which expires the
earlier of March 30, 2020 or a date that is 60 days prior to the
maturity of existing debt as defined in the ABL. The facility is
available to US domestic subsidiary borrowers and Australian
subsidiary borrowers with respective guarantees. The facility
contains a 1:1 fixed charge coverage requirement should
availability be less than the greater of $75 million or 10% of the
aggregate facility. At September 30, 2017 there were no borrowings
under the ABL and $45 million in letters of credit issued. Given
the level of receivables and inventory, the full commitment was not
available and borrowing capacity at September 30, 2016 was $ 209.2
million, net of the letters of credit. Proceeds from the new senior
secured note issue and convertible note issue will be held in cash
and used to fund project expenditures for the HBI facility over the
next several years.

The stable outlook reflects Moody's expectation that Cliffs will
continue to evidence good earnings and debt protection and leverage
metrics over the next twelve to eighteen months appropriate for its
B2 CFR even if iron ore prices were to average in the $55-60/ton
range. Moody's price sensitivity range for seaborne iron ore is
$45-$75/ton with a midpoint of $60/ton. Cliffs price realizations
are based upon contract terms and include a premium for pellets.
The outlook also assumes that conditions in the US steel industry
will remain relatively comparable to those experienced in 2017
allowing for good volume performance for Cliffs. Capacity
utilization in the US steel industry is expected to range between
70-75% while hot rolled coil prices are expected to average between
$600 - $650/ton. End market demand conditions are expected to be
comparable although auto has come off its peak and is expected to
be a bit softer.

The Ba3 rating on the new senior secured guaranteed notes, under
Moody's Loss Given Default Methodology, reflects their superior
position in the capital structure and significant level of
unsecured debt beneath the notes. These notes have a 1st lien on
substantially all the assets of Cliffs and the guarantors other
than those securing the ABL, in which they have a 2nd lien. Moody's
limited the upnotching to two from the CFR due to the sizeable debt
ahead of the notes and the weaker collateral quality relative to
the ABL. The notes are guaranteed by substantially all domestic
operating subsidiaries. The senior guaranteed unsecured notes are
guaranteed by the same guarantors on the new senior secured notes,
which provides them a slightly more favorable position in the
capital structure relative to the senior unsecured notes. The Caa1
rating on the senior unsecured notes reflects their junior position
in the capital structure behind the senior secured guaranteed
notes, the senior unsecured guaranteed unsecured notes, the ABL
facility and priority payables. The ABL is primarily secured by
receivables, inventory and certain equipment.

Given the releveraging of the company to fund the strategic HBI
project, an upgrade is unlikely over the next twelve to eighteen
months. However, should the company be able to achieve and sustain
leverage, as measured by the debt/EBITDA ratio of no more than 4x,
EBIT/interest of at least 3x, and (cash from operations less
dividends)/debt of at least 15% an upgrade could be considered. The
rating could be downgraded should performance deteriorate such that
debt protection metrics and leverage weaken beyond expectations or
should liquidity contract. Specifically, should debt/EBITDA
increase to 5.5x or above, other than on a temporary basis, and
EBIT/interest be 2x or less, the rating could be downgraded.

Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore
producer in North America with approximately 20.0 million equity
tons of annual capacity. In addition, the company participates in
the international seaborne iron ore markets through its subsidiary
in Australia. Cliffs' operations at Bloom Lake are being
restructured under the Canadian Companies' Creditors Arrangement
Act CCAA) and in May 2015, its Wabush iron ore operations in
Canada, which had been permanently closed, were included in the
CCAA filing. In the third quarter 2017 the Wabush Scully mine was
sold. For the twelve months ending September 30, 2017 Cliffs had
revenues of $2.5 billion.

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


CLIPPER ACQUISITIONS: S&P Lowers CCR to BB+ on Increased Leverage
-----------------------------------------------------------------
Clipper Acquisitions Corp. is issuing a $600 million first-lien
term loan and $75 million first-lien revolving credit facility.
Clipper will use the proceeds along with some cash on hand to
refinance its existing debt, pay a distribution to employees and/or
repurchase certain employee equity and make stock appreciation
rights payments to employees.

S&P Global Ratings said it lowered its ratings on Clipper
Acquisitions Corp. to 'BB+' from 'BBB-'. The outlook is stable.

S&P said, "At the same time, we assigned a 'BB+' issue rating to
the firm's proposed first-lien term loan and revolving credit
facility. The recovery rating on the new debt is '3', denoting our
expectation for a meaningful recovery (50%) in the event of a
default."

The downgrade reflects Clipper's increased leverage as a result of
its proposed debt transaction. S&P said, "Pro forma for the
transaction we expect leverage to be about 2.6x, which is
materially above where leverage was previously maintained (well
below 1x pre-transaction). Our forecasts incorporate our
expectations for relatively slow revenue growth and stable EBITDA
margins over the next 12 months. We also expect cash (which we net
the majority of against debt) to build versus depressed levels
immediately post-transaction. Accordingly, we believe leverage will
decline modestly to the low-2x area in 2018. We expect interest
coverage to be about 9x in 2018.

"The stable outlook reflects our expectation for EBITDA to grow
slowly over the next 12 months and cash to build from
post-transaction levels. We believe this will result in leverage in
the low-2x area and interest coverage of around 9x in 2018.

"We could lower the ratings if leverage rises above 3x on a
sustained basis. We could also lower the ratings if investment
performance deteriorates or we observe significant net outflows
that we believe indicate Clipper's competitive position has
worsened.

"We could raise the ratings if leverage falls to 2x or better on a
sustained basis and the company's competitive advantage (as
indicated by investment performance and net flows) remains
intact."

Clipper Acquisitions Corp., doing business as The TCW Group, Inc.,
is a private independent investment manager.  Founded in 1971 and
based in Los Angeles, The TCW Group, Inc. is an asset management
firm offering U.S. equities, fixed income,
international and alternative strategies with approximately $180
billion in assets under management as of 30 September 2015.


CNX RESOURCES: S&P Raises CCR to BB-, Off CreditWatch Positive
--------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on CNX
Resources Corp. to 'BB-' from 'B+'and removed the ratings on the
company from CreditWatch, where it had placed them with positive
implications on Oct. 16, 2017. The rating outlook is stable.

S&P said, "At the same time, we raised our issue-level rating on
the company's senior unsecured debt to 'BB-' from 'B+'. The
recovery rating remains '4', indicating our expectation for average
(30%-50%; rounded estimate: 40%) recovery in the event of a payment
default.

"We also raised our issue-level rating on the company's senior
secured debt to 'BB+' from 'BB'. The recovery rating remains '1',
indicating our expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of a payment default.

"The spin-off of the coal business results in improved credit
metrics for CNX because the company will dispose of significant
legacy liabilities and receive a distribution from the new coal
company, Consol Energy Inc., of which we expect it to use a portion
for debt repayment. We estimate the reduction in debt will more
than offset the loss of cash flow from the coal operations and
commodity diversity. As a result of the spin-off, we forecast
improvement in leverage measures, including funds from operations
(FFO) to debt rising to around 30% in 2018 and 2019.

"The stable outlook is based on our view that CNX's credit measures
will be within expectations for the 'BB-' rating, including FFO to
debt of around 30%, over the next two years. We expect the company
to develop its extensive Marcellus and Utica shales acreage,
increasing natural gas production while modestly outspending
internally generated cash flow under our gas price realization
assumptions.

"We could lower the corporate credit rating if we forecast CNX's
leverage will weaken over the next two years, such that projected
FFO to debt remain below 20% on a sustained basis. This could
happen if the company is unable to meet its gas production growth
goals, if costs exceeded expectations, or if gas price realizations
deteriorated. Gas production growth relative to pipeline capacity
in the Appalachian region is a key factor in determining realized
prices and transportation costs, which can be large factors in
CNX's profitability."

An upgrade would require stronger leverage measures, including
projected FFO to debt approaching 45% on a sustained basis. The
company could achieve these credit measures if it meet its natural
gas production targets while containing costs and achieving
improved gas price realizations.

CNX Resources Corporation explores, develops, and produces natural
gas in the Appalachian Basin. As of December 31, 2016, it had 6.3
trillion cubic feet equivalent of proved natural gas reserves. In
addition, the company owns, operates, and develops natural gas
gathering and other midstream energy assets in the Marcellus Shale
in Pennsylvania and West Virginia. Further, it manages water
transfer through various water sources, disposal wells, and
approximately 320 miles of water pipeline. The company was formerly
known as CONSOL Energy Inc. and changed its name to CNX Resources
Corporation in November 2017. CNX Resources Corporation is based in
Canonsburg, Pennsylvania.


CONGREGATION ACHPRETVIA: Seeks Up to $7.12MM in DIP Financing
-------------------------------------------------------------
Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., asks the
U.S. Bankruptcy Court for the Southern District of New York for
permission to obtain post-petition financing on a secured and
super-priority administrative basis from 163 E. 69 DIP Lender, LLC,
in the aggregate amount of up to $7,115,000.

A hearing to consider the Debtor's request is scheduled for Dec.
14, 2017, at 10:00 a.m.

Of the maximum commitment:

     -- $3 million would be available to be used for the benefit of
the Debtor to pay a $3 million settlement payment to 163 East 69
Realty LLC; and

     -- $540,000 will not be available to be borrowed by the
Debtor, but as an interest reserve for the Lender in connection
with borrowing $3 million to pay the settlement payment to East 69
Realty.

The DIP Loan will have a base rate of 15.0% and a default interest
rate of 18%.  The Loan will mature one year from the execution of
the first amendment to the revised DIP financing loan agreement.

On Jan. 15, 2017, the Debtor filed its first financing motion for
entry of an order authorizing the Debtor to obtain unsecured
financing on a super-priority unsecured administrative basis from
the Lender in an amount up to $3,575,000.  To date, except for the
remaining $697,000, the initial DIP facility has been used and is
being used to pay various claims, fees, expenses and property
repairs.

The Debtor is seeking an additional $3,540,000 from the Lender and
authorization to enter into (i) an amended and restated promissory
note in the amount of $7,115,000, (ii) the Amendment and (iii)
mortgage, assignment of leases and rents, security agreement and
fixture filing.

The DIP Obligations will initially be unsecured until the Mortgage
is obtained.  The Lender is granted a super-priority administrative
expense claim.  The obligations due under Loan will be secured by
liens, claims and encumbrances against the Debtor's assets, all as
set forth more fully in the mortgage.

The Debtor will grant to the Lender (a) pursuant to the U.S.
Bankruptcy Code Section 364(c)(2), valid, binding, enforceable and
automatically perfected first priority lien on the Collateral not
encumbered as of the Petition Date, and (b) pursuant to Bankruptcy
Code Section (d)(1), valid, binding, enforceable and automatically
perfected first-priority lien on any collateral that is encumbered
as of the Petition Date that will be senior to any existing lien on
the collateral.

The lien granted will be subject to the carve-out and will secure
all obligations incurred by the Debtor to the Lender incurred by
the Debtor pursuant to the DIP Financing Documents and the
financing court order, including, without limitation the costs the
Lender incurred in connection with negotiating, drafting and
reviewing the Financing Motion, the DIP Financing Documents and the
Final Financing Order up to a maximum of $10,000.

Based on the equity cushion in the Property and the improvements
that were made by the Debtor's contractor to the Property, M-G
Trust's interest in the Property is adequately protected from any
post-petition diminution in the value of the Property.

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

           http://bankrupt.com/misc/nysb16-10092-193.pdf

                  About Congregation Achpretvia

Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., in Brooklyn,
New York, filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016.  The petition was
signed by Harold Friedlander, vice president.  Judge Michael E.
Wiles presides over the case.  Arnold Mitchell Greene, Esq., at
Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the
Debtor's counsel.  The Congregation disclosed total assets of $18
million and total liabilities of $472,502.


CONNEAUT LAKE PARK: Franklin Land Buying Summit Property for $150K
------------------------------------------------------------------
Trustees of Conneaut Lake Park, Inc., asks the U.S. Bankruptcy
Court for the Western District of Pennsylvania to authorize the
sale of a non-core 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 Debtor's Plan contemplates the sale of Noncore Parcels to
partially fund the Reorganized Debtor's obligations under the Plan,
including the Subject Property.  The Subject Property is owned by
the Reorganized Debtor.  It is a lot within real property commonly
known as Camperland located near Conneaut Lake Park and more
particularly described in the Conneaut Land Use Map.

To identify the names and addresses of each of the respondents
holding a lien, claim, or encumbrance against the Subject Property,
the Reorganized Debtor makes reference to its Schedule D, as
amended.

The Debtor and the Purchaser entered into the Real Estate Purchase
Contract for the sale of the Subject Property.  As evidenced by the
Sale Agreement, the purchase price for the Subject Property is
$150,000 free and clear of all Interests.  The Purchaser has
tendered $1,000 with Fidelity National Title (Phoenix) as earnest
money.

The closing on the sale is conditioned upon, among other things,
the Seller conveying a general warranty deed conveying good and
marketable title in fee simple to the Subject Property.  Under the
terms of the Sale Agreement, the Reorganized Debtor agreed to pay
the 6% commission to Northwood Commercial Realty at closing.

The following disbursements, costs, and expenses of sale are
projected at the time of the closing on the sale of the Subject
Property: (i) Real Estate Commission - $9,000; (ii) Other Expenses
of Sale (Fees) - $40,000; and (iii) Other Expenses of Sale (Costs)
- $1,000.  The Other Expenses of Sale (Fees) include $40,000 for
certain professional fees and costs incurred by the Reorganized
Debtor following confirmation of its Chapter 11 Plan, including but
not limited to, the presentation of four sale motions involving
Lakefront Subdivision No. 1 that, as of the filing of the Motion,
will have satisfied the over $1.2 million in the Class 1 Secured
Tax Claims against the estate.

The surcharge for professional fees incurred by the Reorganized
Debtor are for post-confirmation services rendered after Sept. 6,
2016 and are not its pre-confirmation fees and costs that are to be
paid at the rate of $25,000 per lot sale.  It submits that these
fees and expenses may be surcharged against the Subject Property.
The professional fees and costs represent a fraction of the total
amount due and owing to the estate's professionals, covering, among
other things, the four sale proceedings brought before the court on
a post-confirmation basis.  Other expenses of Sale (Costs) are
estimated to be $1,000 for the cost of advertising the Sale and
serving the Motion and the Notice of Sale consistent with the
Federal Rules of Bankruptcy Procedure and the Local Rules of the
Court.

By the Motion, the Reorganized Debtor asks to utilize $31,000 to
make its quarterly payment owed to holders of Secured Non-Tax
Claims due under the Plan and $70,000 to invest in the expansion of
Camperland that will increase future income from which it can
continue to meet its Plan obligations.  It understands that consent
from the holders of the Secured Non-Tax Claims is required in order
to make the other disbursements identified.  The Reorganized Debtor
has been in discussions with the appointed representative of the
holders of Secured Non-Tax Claims.  As of the filing of the Sale
Motion, the Reorganized Debtor has not obtained that consent and
the parties are still in discussions.

The sale is pursuant to the Reorganized Debtor's Plan and the
Confirmation Order, and as such, will be exempt from all realty
transfer taxes pursuant to Section 1146(a).  The Sale of the
Subject Property will be subject to better and higher offers at the
Sale Hearing.

Finally, the Reorganized Debtor asks relief from Bankruptcy Rule
6004(h) such that the Sale Order, when entered, is effective
immediately and not stayed for the 14-day period provided in Fed.
R. Bankr. P. Rule 6004(h).

A copy of the Schedule D and the Sale Agreement is available at:

    http://bankrupt.com/misc/Trustees_of_Conneaut_553_Sales.pdf

The Purchaser:

          FRANKLIN LAND ASSOCIATES, LLC
          GBT Realty Corp.
          9010 Overlook Vlvd.
          Brentwood, TN 37027
          Attn: J. Evan Gower

                     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.

On Sept. 6, 2016, the Court entered a final order approving the
Disclosure Statement and confirming the Reorganized Debtor's Joint
Amended Plan of Reorganization.


CONTINENTAL RESOURCES: Moody's Rates New Sr. Unsecured Notes Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD4) rating to
Continental Resources, Inc.'s proposed senior unsecured notes.
Continental's Ba3 Corporate Family Rating (CFR) and other ratings
are unaffected by this action. The outlook is positive.

"Continental debt issuance will improve the company's liquidity
profile," commented Elena Nadtotchi, Moody's Vice President -
Senior Credit Officer.

Assignments:

Issuer: Continental Resources, Inc.

-- Senior Unsecured Regular Bond/Debenture, Assigned Ba3(LGD4)

RATINGS RATIONALE

The new senior unsecured notes are rated at the same level as
Continental's existing notes at the company's Ba3 CFR in accordance
with Moody's Loss Given Default methodology. The company's
revolving credit facility and term loan are also unsecured and rank
pari passu with the senior notes.

Continental's Ba3 Corporate Family Rating (CFR) is supported by the
company's high quality asset base and prominent position in the
core of two major oil producing plays, its relatively low finding
and development costs, its low lifting costs and strong margins
relative to its Ba3 peers. The rating also reflects management's
target to be cash flow neutral in 2017. The Ba3 CFR is constrained,
however, by the company's high level of debt, elevated leverage
metrics, especially with regards to debt to average daily
production and debt to proved developed reserves, geographic
concentration, and its lack of oil hedges.

The positive outlook on the ratings reflects Moody's expectation
that the company will continue to reduce balance sheet debt and the
company's leverage metrics will fall in line with its higher rated
peers.

Continental aims to reduce debt to around $6 billion, compared to
$6.6 billion reported at the end of third quarter. Taking into
account strong operating performance and growth in production in
2017, Moody's expects Continental to improve retained cash flow to
debt to around 25% from 20% in 2016. The positive outlook also
anticipates a material improvement in capital efficiency in 2017
and 2018.

Continental's ratings could be upgraded should the company reduce
debt further and if it can sustain RCF/Debt above 20% and a
leveraged full cycle ratio (LFCR) approaching 1.5x, while funding
capital spending through cash flow. While a downgrade is not likely
in the near-term, the company's ratings could be downgraded should
retained cash flow to debt fall towards 10% or the LFCR falls below
1x.

The principal methodology used in this rating was Independent
Exploration and Production Industry published in May 2017.

Continental Resources, Inc. is an independent oil and natural gas
exploration and production (E&P) company with operations primarily
in the Williston Basin and the Midcontinent US, and is based in
Oklahoma City, Oklahoma.


CONTINENTAL RESOURCES: S&P Assigns 'BB+' Rating on New 2028 Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating (the same
as the corporate credit rating) to Oklahoma City–based, oil and
gas exploration and production company Continental Resources Inc.'s
proposed senior unsecured notes due 2028. The recovery rating is
'3', indicating expectation of meaningful (50%-70%; rounded
estimate: 65%) recovery to creditors in the event of a payment
default. The company will use proceeds to redeem its existing $500
million term loan due 2018, and to repay a portion of the amounts
outstanding on its unsecured revolving credit facility maturing in
2019 ($938 million outstanding as of Sept. 30, 2017).

The ratings on Continental Resources reflect S&P's assessment of
the company's satisfactory business risk profile and significant
financial risk profile. These assessments reflect the mid-size
scale of the company's reserves and production in the North Dakota
Bakken, the Oklahoma STACK and SCOOP plays and improving credit
measures, partially offset by still somewhat high geographic
concentration and a lower percentage of proved developed reserves
than many of its peers. The ratings also reflect the company's
above-average sensitivity to changes in crude oil prices, given the
high proportion of oil in its reserves and production mix and
limited hedging.  

  RATINGS LIST
  Continental Resources Inc.
  Corporate Credit Rating            BB+/Stable/--

  New Rating
  Continental Resources Inc.
   Sr unsecd notes due 2028          BB+
    Recovery rating                  3 (65%)

Continental Resources, Inc. provides technology solutions and
support to business, government, and educational organizations
worldwide. Continental Resources, Inc. was founded in 1962 and is
headquartered in Bedford, Massachusetts.


COOKE OMEGA: Moody's Assigns B2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned ratings to Cooke Omega
Investments Inc., consisting of a B2 corporate family rating (CFR),
B2-PD probability of default rating, and B3 rating to its proposed
$330 million secured notes, with Alpha VesselCo Holdings, Inc. as a
co-issuer for $28.75 million. The ratings outlook is stable. This
is the first time Moody's has assigned ratings to Cooke Omega.

On October 6, 2017, Cooke Inc. (unrated), a private Canadian
company that operates aquaculture and seafood businesses, announced
the acquisition of Omega Protein Corporation, a publicly listed US
company, for $500 million. Net proceeds from the notes, together
with $190 million of cash equity from Cooke, will be used to fund
the acquisition. A $100 million ABL revolver is expected to have
minimal drawing at close. Cooke Omega becomes a private company
when the deal closes and will be run separately from Cooke's other
businesses.

Ratings Assigned:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$330 million secured notes due 2025, B3 (LGD4)

Outlook:

Assigned as Stable

RATINGS RATIONALE

Cooke Omega's B2 CFR primarily reflects exposure to weather, with
volatile volume and price impacts for its fish meal and fish oil
products, small scale and concentrated business relative to rated
protein-industry peers, and pending legal issues, whose outcomes
are uncertain. These attributes are offset by Moody's expectation
of leverage below 4x within 12 to 18 months (pro forma 5.5x at LTM
Q3/2017 excluding cost savings), the company's good and defensible
market presence, its vertically integrated structure which allows
for good margins, allocation of quotas that create substantial
barriers to entry, and attractive long term growth prospects for
protein consumption, supported by a growing global middle class.

The $330 million secured notes due in 2025 are rated one notch
below the B2 CFR to reflect their junior ranking behind the $100
million ABL facility (unrated), which Moody's has ranked higher due
to its first access to more liquid collateral.

Cooke Omega has good liquidity. The company's sources exceed $115
million while it has no mandatory debt repayment in the next four
quarters. Cooke Omega's liquidity is supported by cash of $6
million when the acquisition closes, $94 million of availability
under its new $100 million ABL revolving facility due in 2022 and
Moody's expected free cash flow of at least $15 million in the next
four quarters. Cooke Omega will not be subject to any financial
maintenance covenant unless its ABL revolver availability falls
below a certain threshold, when it will have to comply with a
minimum fixed charge coverage ratio of 1x. Moody's does not expect
this covenant to be restrictive through the next 4 to 6 quarters.
Cooke Omega has limited flexibility to generate liquidity from
asset sales as its assets are encumbered.

The outlook is stable because Moody's expects the company to manage
its earnings volatility and improve its credit metrics further in
the next 12 to 18 months.

A rating upgrade will require the company to successfully resolve
its legal challenges, generate consistently positive annual free
cash flow and maintain ample liquidity while sustaining adjusted
Debt/EBITDA towards 4x. A rating downgrade would result from a
softening of operating results such that adjusted Debt/EBITDA is
sustained above 6x, significant deterioration in liquidity,
possibly caused by negative free cash flow for an extended period
or engaging in debt-funded dividends to its new owner.

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

Cooke Omega Investments Inc., headquartered in Saint John, New
Brunswick, is a vertically integrated harvester, processor, and
distributor of fish-based animal and human nutrition products.
Revenue for the twelve months ended September 30, 2017 was $342
million.


COOKE OMEGA: S&P Assigns 'B+' CCR, Rates New Sr. Sec. Notes 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term corporate credit
rating to Cooke Omega Investments Inc.  The outlook is stable.
Omega, a newly formed subsidiary of Cooke Inc., is acquiring Omega
Protein Corp. for US$500 million.

At the same time, S&P Global Ratings assigned its 'B+' issue-level
rating and '3' recovery rating to Omega's proposed US$330 million
senior secured notes. The '3' recovery rating reflects the
expectation of meaningful (50%-70%; rounded estimate: 55%) recovery
in the event of default.

Omega is the largest U.S. producer of protein-rich fish meal and
oil from marine sources (primarily menhaden, a herring-like fish).
The ratings reflect the company's niche position in the global
market and narrow business focus along with significant sourcing
concentration, in one commodity from two nearby regions. In
addition, S&P expects Omega will maintain a normalized leverage
ratio in the 4x-5x range, albeit with significant volatility
relating to production volume and weather patterns.

The stable outlook reflects S&P Global Ratings' expectation that
Omega will improve 2018 adjusted debt-to-EBITDA to the mid-4x area
and EBITDA interest coverage to about 3.5x as EBITDA normalizes to
historical levels through higher production volume and realized
synergies.

S&P said, "We could lower the ratings if the company were to
sustain debt-to-EBITDA above 7x or EBITDA to interest coverage
approached 2x due to weak operating performance, either due to
weather or global price declines with no clear path of
deleveraging. We estimate that a more than 800-basis-points decline
in EBITDA margins could push credit measures toward our downside
thresholds. In addition, debt-financed acquisitions or large
capital expenditure plans could also pressure the ratings.

"An upgrade is unlikely given Omega's moderately strategic
relationship with Cooke Inc., which caps the rating at 'B+', one
notch below the group credit profile (GCP) of 'bb-'. However, we
could consider an upgrade should Omega sustain debt-to-EBITDA in
low 4x area along with a corresponding improvement in the GCP,
which incorporates the operating results and financial policy of
ultimate parent Cooke Inc."

Cooke Inc. engages in the production of seafood and products. The
company was founded in 1985 and is based in St. George, Canada.



COVINGTON ROUTE: Wants $3,675,000 in Financing from First Wall
--------------------------------------------------------------
Covington Route 300, LLC, seeks permission from the U.S. Bankruptcy
Court for the Southern District of New York to obtain $3,675,000 in
financing from First Wall Street Capital Housing, LLC, and its
affiliates.

The partially developed parcel of real estate real property
commonly known as Temple Hill Road and Route 300 which is located
at Section 65, Block 2, Lot 1.12, New Windsor, Orange County, New
York; and 119 Main Street, New Paltz, New York serve as
collateral.

The loan is secured by an assignment of mortgage or mortgages from
(i) Rhineback Bank and (ii) Wallkill Valley Federal Savings & Loan,
successor by merger to Hometown Bank of the Hudson Valley as
against the properties.

The loan will have a term of 18 months with one six-month
extension.  All costs of closing including, but not limited to,
title and legal costs will be deducted from the loan proceeds.

The loan will bear interest at a fixed rate of 12% per annum.

The Debtor will have the right to prepay the loan at any time
without penalty, provided the Lender will earn a minimum of six
months of interest payments.

The Debtor will obtain at the Debtor's costs, a lender's title
insurance policy issued by a title company acceptable to the
lender, and endorsements in an amount and in form and substance
reasonably acceptable to the lender and subject only to the
exceptions as are reasonably acceptable to the lender.  The
borrower will pay the Title charges, mortgage tax, and
filing/recording fees from the net loan proceeds.

If the Loan does not close by January 31, 2018 this Commitment
Letter will be deemed terminated.

Additional information on the Debtor's request is available at:

          http://bankrupt.com/misc/nysb17-35780-49.pdf

                 About Covington Route 300, LLC

Covington Route 300, LLC, based in New Paltz, NY, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 17-35780) on May 9, 2017.
Covington Route 300, LLC, owns a property located at 202 & 204 Iron
Forge New Windsor, New York, valued at $3.5 million.

The Hon. Cecelia G. Morris presides over the case.  Lawrence M.
Klein, Esq., at Lawrence M. Klein, Attorney at Law, serves as
bankruptcy counsel.

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


CUMULUS MEDIA: S&P Lowers CCR to 'D' on Chapter 11 Filing
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Cumulus
Media Inc. and subsidiary Cumulus Media Holdings Inc. to 'D' from
'SD' (selective default).

At the same time, S&P lowered its issue-level rating on Cumulus
Media Holdings' senior secured debt to 'D' from 'CCC'. The recovery
rating is unchanged.

S&P's 'D' issue-level rating on Cumulus' senior unsecured debt is
also unchanged.

The downgrades follow Cumulus' announcement that it filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code on
Nov. 29, 2017.

Cumulus Media Inc. owns and operates radio stations in the United
States. The company operates in two segments, Radio Station Group
and Westwood One. It sells commercial advertising time to local,
regional, and national advertisers; and network advertising. The
company offers content through approximately 445 owned-and-operated
stations in 90 United States media markets; and approximately 8,200
broadcast radio affiliates and various digital channels. As of
December 31, 2016, it operated five radio stations under local
marketing agreements. Cumulus Media Inc. was founded in 1997 and is
based in Atlanta, Georgia. On November 29, 2017, Cumulus Media
Inc., along with its affiliates, filed a voluntary petition for
reorganization under Chapter 11 in the US Bankruptcy Court for the
Southern District of New York.



DARLING INGREDIENTS: Moody's Rates New $525MM 1st Lien Loan 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Darling
Ingredients Inc.'s (DAR) proposed $525 million senior secured first
lien Term Loan B credit facility. There are no changes to Darling's
existing ratings. The rating outlook is stable.

Proceeds from the new Term Loan B credit facility will be used to
fully repay the existing Term Loan B credit facility, which matures
in January 2021. The new Term Loan B facility will mature in 2024.
Ratings on the company's existing Term Loan B facility will be
withdrawn at closing. The refinancing is modestly credit positive
because it will extend the maturity profile and reduce cash
interest costs. The Ba1 rating is one notch above the Ba2 Corporate
Family Rating reflecting its priority position to a material amount
of unsecured debt.

Moody's assigned the following rating:

Darling Ingredients Inc.

- $525 million first lien Term Loan B due 2024 at Ba1 (LGD 2)

The following ratings are unchanged:

Darling Ingredients Inc.

- Corporate Family Rating at Ba2

- Probability of Default Rating at Ba2-PD

- Speculative Grade Liquidity Rating at SGL-2

- $1,000 million first lien Revolver expiring 2021 at Ba1 (LGD 2)

- $350 million first lien Term Loan A due 2021 at Ba1 (LGD 2)

- $600 million first lien Term Loan B due 2021 at Ba1 (LGD 2) (to

   be withdrawn at close)

- $500 million 5.375% unsecured notes due 2022 at Ba3 (LGD 5)

Darling Global Finance B.V.

- EUR515 million 4.750% unsecured notes due 2022 at Ba3 (LGD 5)

The outlook on all ratings is stable.

RATINGS RATIONALE

Darling's Ba2 Corporate Family Rating reflects moderately high
financial leverage, some exposure to finished product price swings,
and exogenous raw material supply risk. The rating also reflects
good geographic and end market diversity, and the use of raw
material pricing formulas to help reduce volatility in the majority
of its business.

The stable outlook reflects Moody's expectation that financial
leverage will remain moderately high. It also incorporates Moody's
expectation of some earnings and cash flow volatility stemming from
that portion of its business exposed to commodity prices.

Ratings could be upgraded if Darling reduces earnings and cash flow
volatility and sustains debt to EBITDA below 3.5 times.

Ratings could be downgraded if earnings deteriorate or if earnings
and cash flow volatility increases. Ratings could also be
downgraded if liquidity weakens or if debt to EBITDA is sustained
above 4.5 times.

Darling Ingredients Inc. provides rendering and recycling services
to the food industry. The company's operations are primarily
located in North America and Europe with a modest presence in
China, South America, and Australia. Revenue was $3.6 billion for
the twelve months ended September 30, 2017.

The principal methodology used in this rating was Global Protein
and Agriculture Industry published in June 2017.


DENBURY RESOURCES: Moody's Changes PDR to 'Caa1-PD/LD'
------------------------------------------------------
Moody's Investors Service changed Denbury Resources Inc.'s
Probability of Default Rating (PDR) to Caa1-PD/LD from Caa1-PD,
while affirming the Caa1 Corporate Family Rating (CFR). The Senior
Subordinate Notes were downgraded to Caa3 from Caa2 and the rating
on the existing Senior Secured Second Lien Notes due 2021 was
downgraded to Caa1 from B3. The SGL-3 Speculative Grade Liquidity
(SGL) Rating was affirmed. The rating outlook remains stable.

Denbury is issuing $382 million of new senior secured second lien
notes due 2022 and $85 million of convertible senior notes due 2024
as part of an exchange offer for $364 million of existing senior
subordinated notes due 2022 and $246 million of existing senior
subordinated notes due 2023, that will reduce the par value of debt
by $143 million. Moody's considers Denbury's notes exchange that
captures a meaningful discount as a distressed exchange, which is
an event of default under Moody's definition of default. Moody's
has appended the PDR with an "/LD" designation indicating a limited
default, which will be removed after three business days.

"Moody's view Denbury's debt exchange transaction, which reduces
the outstanding debt, but raises interest expense, as a modest
credit positive," commented James Wilkins, Moody's Vice President.
"The amount of outstanding debt will be further reduced if the
convertible senior notes are converted into equity in the future."

The following summarizes the ratings activity.

Issuer: Denbury Resources Inc.

Affirmations:

-- Probability of Default Rating, Affirmed Caa1-PD /LD (/LD
    appended)

-- Speculative Grade Liquidity Rating, Affirmed SGL-3

-- Corporate Family Rating, Affirmed Caa1

Downgrades:

-- Senior Subordinated Regular Bond/Debenture, Downgraded to Caa3

    (LGD5) from Caa2 (LGD5)

-- Senior Secured Regular Bond/Debenture, Downgraded to Caa1
    (LGD3) from B3 (LGD3)

Outlook Actions:

-- Outlook, Remains Stable

RATINGS RATIONALE

The ratings on Denbury's senior subordinated notes were downgraded
to Caa3, consistent with Moody's Loss Given Default Rating
Methodology, reflecting the greater amount of debt with a more
senior priority claim than the subordinated notes following the
exchange. The revolving credit facility, second lien notes and
convertible senior notes have more senior priority claims on assets
than the senior subordinated notes. The amount of second lien debt
increases to almost $1.0 billion from $615 million as a result of
the exchange and the rating on the existing second lien notes due
2021 were downgrade to Caa1 (the same level as the CFR) from B3 as
a result of becoming a larger part of the debt liability structure
and having less subordinated debt below it in the liability
waterfall.

Denbury's Caa1 CFR reflects Moody's expectation that the company
will modestly grow its production in 2018, while limiting negative
free cash flow. Denbury has high leverage (Retained Cash Flow/Debt
of 7.9% as of September 30, 2017, pro forma for the 2017Q4 debt
exchange), even after reducing balance sheet debt in 2016-2017
through debt exchanges and open market repurchases. Its annual
interest cost will go up about $7 million with the exchange, (pro
forma interest coverage or EBITDA / interest expense, including
Moody's analytical adjustments, was 2.4x), but has been reduced
meaningfully in 2016-2017 as the balance sheet has been
restructured. As the company maintains higher capital spending, it
will start to slowly grow production volumes. Denbury has guided
that its 2017 capital expenditures will be around $250 million, up
from about $238 million in 2016 and 2017 production volumes will be
roughly flat with the 2016 exit rate, but 2018 production will show
modest growth.

Denbury has kept free cash flow generation near breakeven levels.
Commodity price hedges contributed positively to cash flows in the
first half 2016, but since then the company's hedge contracts have
been at prices below spot market prices. Denbury, which
predominately produces crude oil, has hedges on approximately one
half of expected 2018 production. Moody's expects Denbury to
generate modest positive free cash flow in 2018.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation that Denbury will have adequate liquidity, primarily
supported by ample availability under its revolving credit
facility, which matures in December 2019. The revolver borrowing
base, which was redetermined at $1.05 billion in November 2017,
should be sufficient to meet Denbury's borrowing needs through
2018. There were $495 million of borrowings and $62.2 million of
letters of credit outstanding under the revolving credit agreement
resulting in almost $500 million of availability as of September
30, 2017 (before considering any limitations that financial
covenants may impose). The credit facility's financial covenants
limit senior secured debt (currently only revolver debt) to EBITDA
to a maximum of 3.0x through 2018Q1 (2.5x thereafter) and require a
minimum interest coverage ratio of 1.25x and a minimum current
ratio of 1x. Moody's expect the company to remain in compliance
with the financial covenants through 2018 and to generate modest
positive free cash flow in 2018. The company's subordinated notes
mature in 2021-2023 and the senior secured second lien notes mature
in May 2021.

The stable outlook reflects Moody's expectation that Denbury will
produce flat to modestly growing volumes in 2018, while limiting
its negative free cash flow. The ratings could be upgraded if
Denbury's retained cash flow to debt approaches 10%, while
maintaining adequate liquidity. It would also need to demonstrate a
growing trend in production while achieving a leveraged full-cycle
ratio (LFCR) approaching 1x. The ratings may be downgraded if
liquidity weakens or retained cash flow to debt deteriorates to
less than 5% on a sustained basis.

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

Denbury Resources Inc., headquartered in Plano, Texas, is an
independent oil and gas company with operations in the Gulf Coast
and Rocky Mountain regions. The company has a significant emphasis
on carbon dioxide enhanced oil recovery (CO2 EOR) operations used
to recover oil from mature fields.


DENBURY RESOURCES: S&P Lowers CCR to 'CC' on Pending Debt Exchange
------------------------------------------------------------------
U.S.-based oil and gas exploration and production company Denbury
Resources Inc. announced that it has entered into privately
negotiated exchange agreements through which it will exchange some
of its outstanding senior subordinated notes for a combination of
new senior secured second-lien notes and new convertible senior
notes at below par value.

S&P Global Ratings lowered its corporate credit rating on
Texas-based Denbury Resources Inc. to 'CC' from 'CCC+'. The rating
outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior subordinated notes to 'CC' from 'CCC+'.

The ratings on the non-affected debt reflect S&P's current
expectation that it will return the corporate rating to 'CCC+'
after the completion of the transaction.

The downgrade follows Denbury's announcement that it has entered
into privately negotiated exchange agreements with some holders of
its senior subordinated notes due 2022 and 2023 to exchange a
portion of these debts for new senior secured second-lien notes due
2022 and new convertible senior notes due 2024. The company is
offering to exchange about $610 million principal amount of
existing notes for approximately $466 million principal of new
notes. This represents a discount of about 24% to par. The company
expects the debt exchanges to close on Dec. 6, 2017.

S&P said, "The negative rating outlook reflects our expectation
that we will lower our corporate credit rating on Denbury to 'SD'
(selective default) and our issue-level rating on the senior
subordinated notes to 'D' once the transaction closes. We will then
review the ratings based on the new capital structure. We could
raise the corporate credit rating if the transaction doesn't
close."

Denbury Resources Inc. operates as an independent oil and natural
gas company in the United States. The company primarily focuses on
enhanced oil recovery utilizing carbon dioxide. It holds properties
located in Mississippi, Texas, Louisiana, and Alabama in the Gulf
Coast region; and in Montana, North Dakota, and Wyoming in the
Rocky Mountain region. As of December 31, 2016, the company had
254.5 million barrels of oil equivalent of estimated proved oil and
natural gas reserves. Denbury Resources Inc. was founded in 1951
and is headquartered in Plano, Texas.



DILLARD'S INC: S&P Lowers CCR to BB+ on Competitive Pressures
-------------------------------------------------------------
S&P Global Ratings said it lowered the corporate credit rating on
the Little Rock, Ark.-based regional department store operator
Dillard's Inc. to 'BB+' from 'BBB-'. The outlook is stable.

S&P said, "At the same time, we lowered our issue-level rating on
the company's senior unsecured debt to 'BB+' from 'BBB-' and
assigned a '3' recovery rating, which reflects our expectation for
meaningful recovery in the event of default (50% to 70%; rounded
estimate: 65%).

"We also lowered the rating on the company's subordinated
debentures to 'B+' from 'BB', reflecting optional deferability of
interest payments and the debt instrument's subordination to the
company's unsecured debt.

U.S. regional department store operator Dillard's Inc. is operating
in an increasingly competitive landscape for department stores,
which has contributed to the company's lower sales and operating
margins in recent years.

"The rating action reflects our view that the company's competitive
position has weakened, reflecting the difficult backdrop for
department store operators in general as well as consistent
deterioration in topline and operating margin for Dillard's over
the past couple of years. Notwithstanding low-funded debt levels
and significant ownership of its locations, we think negative
industry headwinds such as lower consumer spending on apparel and
declining mall traffic trends will continue to weigh on
performance. Moreover, we believe online and off-price retailers
represent an ongoing threat, as these operators offer more of the
convenience and value that consumers have migrated toward in their
shopping habits. We also note Dillard's has meaningful exposure to
less desirable class C mall locations which we have an increasingly
negative view of in light of the general retail market pressure.
Margins have deteriorated in recent years, as compared to the 11%
to 12% level that the company maintained for prior to 2015. We
expect EBITDA margin to improve somewhat in 2018 on better
merchandising but remain less than 10%. As result of these factors,
we are revising our assessment of the company's business risk to
weak from fair.

"The stable outlook reflects our belief that, despite the negative
industry headwinds, credit measures for Dillard's will remain
generally stable on moderate debt repayment in fiscal 2018,
resulting in adjusted leverage remaining in the mid-1x range.

"We could lower the ratings if the company's performance is weaker
than our expectations because of accelerated industry pressure
and/or weak operating execution, with sales and margin declines
resulting in leverage of 2x or more. This could occur if sales
declining at a mid-single-digit rate and EBITDA margin falls 200
bps or more versus our forecasts, and we do not see prospects for a
near-term recovery.

"An upgrade is unlikely in the next two years given our view of the
challenging operating environment. Still, we could raise rating if
industry conditions stabilize and the company demonstrates
sustained improvement in operations, driven by compelling and
differentiated merchandising strategy and in-store customer
experience that support consistent and meaningful EBITDA expansion,
and EBITDA margins returning to at least the low-double-digit
range. We would also assess Dillard's progress in enhancing
omni-channel capabilities and customer loyalty initiatives compared
with peers, in considering a higher rating."

Dillard's, Inc. operates as fashion apparel, cosmetics, and home
furnishing retailer in the United States. It operates through two
segments, Retail Operations and Construction. The company’s
stores offer a selection of merchandise, including fashion apparel
for women, men, and children; accessories; cosmetics; home
furnishings; and other consumer goods. Its brand merchandise
includes Antonio Melani, Gianni Bini, GB, Roundtree & Yorke, and
Daniel Cremieux. The company also sells its merchandise online
through its Website, dillards.com, which features online gift
registries and various other services. In addition, it operates a
general contracting construction company that engages in
constructing and remodeling stores. As of January 28, 2017, the
company operated 293 Dillard's stores, including 25 clearance
centers; and an Internet store. Dillard's, Inc. was founded in 1938
and is based in Little Rock, Arkansas.



EASTGATE COMMERCE: Taps NAI Bergman as Property Manager
-------------------------------------------------------
Eastgate Commerce Center, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Ohio to hire NAI
Bergman as property manager and leasing agent.

The firm will oversee the management and operation of the Debtor's
real estate located at 4440 Glen Este - Withamsville Road,
Cincinnati, Ohio.

NAI Bergman will be paid a monthly fee in the amount of 4% of the
rent, additional rent and other income from the property actually
collected and remitted during the month.

Laurence Bergman, president and chief executive officer of NAI
Bergman, disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Laurence Bergman
     NAI Bergman
     4695 Lake Forest Drive, Suite 100
     Cincinnati, OH 45242
     Phone: +1 513-769-1700
     Fax: +1 513-769-1710
     Email: info@bergman-group.com

                About Eastgate Commerce Center LLC

Eastgate Commerce Center, LLC is a privately held company engaged
in real estate development.  It owns a real property located at
4440 Glen Este Withamsville Road, Cincinnati, Ohio, valued at $4.48
million.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ohio Case No. 17-13486) on September 28, 2017.
The petition was signed by Gregory K. Crowell, manager.

At the time of the filing, the Debtor disclosed $4.49 million in
assets and $3.76 million in liabilities.

Judge Jeffery P. Hopkins presides over the case.  Goering & Goering
represents the Debtor as bankruptcy counsel.

On September 28, 2017, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.


EASTGATE PROFESSIONAL: Taps NAI Bergman as Property Manager
-----------------------------------------------------------
Eastgate Professional Office Park, Ltd. seeks approval from the
U.S. Bankruptcy Court for the Southern District of Ohio to hire NAI
Bergman as property manager and leasing agent.

The firm will oversee the management and operation of the Debtor's
real estate located at 4355, 4357, 4358 and 4360 Ferguson Drive,
Cincinnati, Ohio.

NAI Bergman will be paid a monthly fee in the amount of 4% of the
rent, additional rent and other income from the property actually
collected and remitted during the month.

Laurence Bergman, president and chief executive officer of NAI
Bergman, disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Laurence Bergman
     NAI Bergman
     4695 Lake Forest Drive, Suite 100
     Cincinnati, OH 45242
     Phone: +1 513-769-1700
     Fax: +1 513-769-1710
     Email: info@bergman-group.com

            About Eastgate Professional Office Park

Established in 1996, Eastgate Professional Office Park Ltd. is a
privately-held company that operates nonresidential buildings.  It
owns real properties located at 4360, 4355, 4357, 4358 Ferguson
Drive Cincinnati, Ohio, valued at $8.61 million.

Eastgate Professional Office Park sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 17-13307) on
Sept. 12, 2017.  Gregory K. Crowell, manager, signed the petition.

At the time of the filing, the Debtor disclosed $8.64 million in
assets and $9.31 million in liabilities.

Judge Jeffery P. Hopkins presides over the case.  Goering & Goering
LLC the Debtor's bankruptcy counsel.

No creditors' committee, trustee or examiner has been appointed.


ENVIGO HOLDINGS: S&P Alters Outlook to Positive, New Debt Rated B-
------------------------------------------------------------------
S&P Global Ratings revised the CreditWatch implications of its 'B-'
long-term corporate credit rating on New Jersey-based nonclinical
contract research organization (CRO) Envigo Holdings Inc. to
positive from developing.

S&P said, "We placed the ratings on CreditWatch with developing
implications on Sept. 19, 2017, following the announcement of the
transaction.

"At the same time, we assigned a 'B-' senior secured debt rating
and '3' recovery rating to the company's new $350 million senior
secured term loan facility, consisting of a $50 million senior
secured revolver due 2022 and a $300 million senior secured term
loan B due 2023, and immediately placed the rating on CreditWatch,
with positive implications.

"The CreditWatch indicates the potential that we will raise the
ratings to 'B' upon completion of the transaction.

"We are also affirming our 'B+' senior secured and 'CCC' senior
unsecured debt ratings on Envigo's existing debt, and removing them
from CreditWatch."

The CreditWatch revision to positive from developing is based on
the prospective significant reduction in leverage following
Envigo's acquisition by publicly traded Avista Healthcare Public
Acquisition Corp. (AHPAC), as well as the projected continued
improvement of earnings and cash flows from the company's core
pharmaceutical nonclinical services business.

S&P said, "We plan to resolve the CreditWatch placement after the
close of the acquisition. If the acquisition is successful and
significant debt is repaid, we expect to raise the corporate credit
rating to 'B' and assign a stable outlook, reflecting lower
leverage and prospects for the company to maintain leverage between
5x-6x over time and consistently generate annual discretionary cash
flow of over $30 million.

"However, in the less likely scenario that the transaction is
unsuccessful, we will affirm the 'B-' corporate credit rating. We
expect a continued steady improvement in the company's operating
performance and free cash flows to offset the tightened cash flow
generation driven by the higher interest expense in 2018."

Envigo Holdings, Inc. operates as a holding company. The Company,
through its subsidiaries, provides essential products and research
services for pharmaceutical, crop protection, and chemical
companies, as well as universities, governments, and other research
organizations.



EQUINIX INC: Fitch Rates EUR1BB Senior Unsecured Notes 'BB/RR4'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR4' rating to Equinix, Inc.'s
issuance of EUR1.0 billion senior unsecured notes. Equinix will use
the proceeds to repay its existing EUR1.0 billion term loan.
Equinix will also refinance its remaining outstanding secured term
loans with unsecured term loan A, and upsize its revolving credit
facility to $2.0 billion, from $1.5 billion. Fitch expects the
refinancing to be leverage neutral, as total debt outstanding
remains unchanged. Equinix's Long-Term Issuer Default Rating (IDR)
is 'BB' with a Stable Outlook.  

Upon full repayment of existing term loan B, Fitch expects
Equinix's debt structure will consist of all unsecured debt,
excluding its capital leases. Fitch views this positively, as the
structure would provide Equinix with additional financial
flexibility with its upsized RCF and availability of secured credit
capacity (subject to covenant restriction). The security for the
term loan A will be released upon the full repayment of existing
term loan B facilities; the credit facilities are expected to
become unsecured. In addition, the term loan includes an automatic
release of guarantors provision in the event that the company is
rated investment grade.

KEY RATING DRIVERS

Global Data Center Operator: Fitch views Equinix's global network
of data centers as a differentiator. During third-quarter 2017
(3Q17), multi-metro customers contributed to 84% of Equinix's
recurring revenues. Following acquisitions in recent years, Equinix
expanded its footprint to span five continents and 48 metropolitan
areas. The large service area has also enabled Equinix to generate
a substantial portion of its revenues from interconnections. As the
company has grown in all major regions, Fitch expects lower event
risk related to significantly debt-financed acquisitions that could
place pressure on leverage or liquidity.

Demand Growth and Stable Model: The global data center colocation
market is expected to grow at a double-digit pace over the next
several years. Consistent with the industry, Fitch estimates that
approximately 95% of Equinix's revenue is recurring as customers
generally enter into multi-year service contracts to minimize
disruptions to networks. Fitch believes these factors provide for a
high degree of predictability in Equinix's organic financial
outlook.

Low Customer Concentration: Equinix serves a diverse set of
customers, effectively minimizing customer concentration risks
while benefitting from secular industry growth. During 3Q17, its
largest customer contributed 3.7% of total recurring revenues while
the top-10 customers represented approximately 18% of recurring
revenues. The diversity of industry verticals that Equinix serves
further diversifies risks; the company has higher exposure to Cloud
and IT Services and Network verticals with revenue contributions of
28% and 24%, respectively.

Constrained FCF: Running a colocation data center company is
inherently capital intensive as operators need to invest to expand
capacity to meet market demand. In addition, Equinix, being
classified as a REIT, is required to consistently pay dividends;
approximately 43% of AFFO was paid out for fiscal 2016. Fitch
expects these factors to limit the company's FCF in the near to
medium term as industry growth remains robust. Equinix's capex
intensity has ranged between 20%-30% of revenue in recent years as
revenue growth remains strong; in the long term Fitch expects capex
intensity to recede while growth may decelerate.

DERIVATION SUMMARY

The ratings and Outlook are supported by Equinix's leading market
position and world-class reputation in data center colocation,
geographically diverse and network-dense footprint, central
position in the emerging hybrid cloud ecosystem, secular demand
drivers for data center outsourcing, recurring revenue, and stable
customer base. The company operates within the data center value
chain that includes wholesalers such as Digital Realty Trust,
colocation data centers, and managed IT services such as Rackspace
Hosting. Equinix is primarily focused on the colocation data center
segment.

Rating constraints include negative FCF resulting from capital
intensity and required REIT dividends, modest expected deleveraging
over the rating horizon, debt-funded acquisitions, competitive
nature of the data center industry and low unencumbered asset
coverage.

KEY ASSUMPTIONS

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

-- Organic revenue growth of about 10% to 11% over the rating
    horizon;

-- Fitch assumes stable EBITDA margins after the one-time
    enhancement to the operating profile from the Verizon
    acquisition;

-- Recurring capex to scale with the higher revenue forecast at
    4% of revenue; expansion capex of $50,000 per cabinet
    addition. Capex/revenue ratio in the mid-20% range over the
    rating horizon;

-- Dividend payout ratio of approximately 45% to 50% of AFFO;

-- FCF negative over the rating horizon with the deficit financed

    through revolver draws and incremental debt issuances.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead to
a negative rating action include:

-- Debt-financed acquisitions that increase leverage or dilute
    margins; financial impact will be considered in context of
    strategic rationale;

-- Fitch's expectation of leverage sustaining above 5.0x; or
    secured leverage sustaining above 3.0x;

-- Increased liquidity risk, potentially resulting from limited
    revolver availability as debt maturities approach.

Future developments that may, individually or collectively, lead to
a positive rating action include:

-- Fitch's expectation of leverage (rent-adjusted) sustaining
    below 4.0x;

-- Consistent positive free cash flow generation but still
    allowing for sufficient capital investment to maintain market
    leadership and premium offering.

LIQUIDITY

Fitch believes that negative FCF over the rating horizon will cause
Equinix to rely heavily on external funding to support its
liquidity needs. As of Sept. 30, 2017, the company had $1.44
billion available under its $1.5 billion revolver ($60 million LOCs
and $0 drawn); the upsized RCF to $2.0 billion will provide
additional liquidity for the company. Required REIT dividend
distributions will make it difficult for Equinix to add
meaningfully to its cash balance of $1.6 billion of cash, cash
equivalents and short-term investments. Fitch expects that Equinix
will limit its revolver borrowings by raising new debt ahead of
debt maturities. Failure to do so may result in heightened
liquidity risk as debt maturities approach, and may result in a
negative rating action.

While other REITs can often leverage unencumbered assets to address
liquidity needs, Equinix's data centers are mostly leased, limiting
sources of contingent liquidity. Its owned facilities, however, are
mainly in top global markets, which should imply a lower
capitalization rate in a sale or financing. As of 3Q17, Equinix's
owned assets generated approximately 43% of recurring revenue (62
of 190 data centers). Equinix's ability to leverage owned
facilities may be limited by the availability of mortgage capital
for data centers, which is not as deep compared with other
commercial real estate property types.

Fitch currently rates Equinix:

-- Long-Term IDR 'BB'; Outlook Stable;
-- $1.5 billion senior secured RCF 'BBB-'/'RR1'
-- Senior secured Term Loan B 'BBB-'/'RR1';
-- $5.8 billion unsecured senior notes due 2022-2027 'BB'/'RR4'.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

Equinix, Inc.

-- EUR1.0 billion unsecured senior notes 'BB/RR4'.


EQUINIX INC: Moody's Rates New EUR1-Mil. Sr. Unsecured Notes B1
---------------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD5) rating to
Equinix, Inc.'s  proposed EUR1 billion senior unsecured notes,
which will be used to repay the company's existing term loan B-2.
Equinix will also issue a new unrated credit facility, comprised of
an unsecured $2.0 billion, 5-year revolving credit facility and an
unsecured $1.0 billion equivalent, 5-year term loan A-1 (GBP and
Swedish Krona denominated). The proceeds of the bank facility debt
raise will be used to refinance existing debt including borrowings
under the company's term loan A-1 and USD/GBP term loan B-1. The
new credit facilities will initially benefit from subsidiary
guarantees (same as existing credit facility) that will fall away
under certain circumstances. Although the transaction will result
in a meaningful reduction in secured debt, the new credit
facilities will be structurally senior to unsecured creditors, and,
therefore, the notching of the unsecured relative to the Ba3 CFR is
unchanged. However, this transaction is a positive step for Equinix
to move towards an all unsecured debt capital structure and
positions the company better to eventually achieve its goal of an
investment grade rating. All other ratings including Equinix's
positive outlook are unchanged.

RATINGS RATIONALE

Equinix's Ba3 corporate family rating reflects its position as the
leading global independent data center operator offering
carrier-neutral data center and interconnection services to large
enterprises, content distributors and global Internet companies.
The rating also incorporates the company's stable base of
contracted recurring revenues, its strategic real estate holdings
in key communications hubs and the favorable near-term growth
trends for data center services across the world. These positive
factors are offset by significant industry risks, intense
competition, an aggressive M&A program and relatively high capital
intensity. The rating also reflects the company's negative free
cash flow due to the high dividend associated with its REIT tax
status. The company's recent announcement of an ongoing
at-the-market (ATM) equity issuance program could offset this
negative aspect if Equinix uses it for a consistent source of
capital.

Management has a goal of achieving investment grade ratings, which
Moody's believe would offer access to lower cost and/or longer
duration debt. Equinix has several qualitative characteristics that
are consistent with an investment grade issuer, specifically its
scale, market position and business model. However, its
quantitative factors currently fall short of investment grade, in
particular leverage and free cash flow. Assuming Equinix continues
to build its qualitative strengths, the key determinants of an
investment grade rating include leverage falling below 3.5x on a
Moody's adjusted basis and positive free cash flow (calculated as
CFO less capex less dividends). To the extent that Equinix
consistently issues equity to fund its annual cash flow deficit,
this could offer some flexibility for the timing of the free cash
flow metric transitioning to positive. Moody's ratings are
prospective and are typically based upon Moody's 18 to 24 month
forward view of financial metrics.

The positive outlook reflects improved leverage tolerance and a
more balanced financial policy at Equinix as well as the
expectation that the company will successfully complete the
integration of the recently acquired Verizon assets. It also
incorporates Moody's view that Equinix will continue to grow
revenue and EBITDA such that leverage will fall towards the mid 4x
range (Moody's adjusted) and the company will maintain adequate
liquidity as it manages the cash flow demands of its high growth
business and its large dividend.

Moody's could raise Equinix' ratings if leverage can be sustained
below 4.5x and the company uses a meaningful amount of equity to
fund its annual cash deficits. The ratings could be downgraded if
leverage is sustained above 5x (Moody's adjusted) for an extended
time frame or if liquidity deteriorates.

The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.

Headquartered in Redwood City, CA, Equinix, Inc. is the largest
publicly traded carrier-neutral data center hosting provider in the
world with operations in 44 markets across the Americas, EMEA and
Asia-Pacific.


EQUINIX INC: S&P Affirms 'BB+' CCR & Alters Outlook to Positive
---------------------------------------------------------------
S&P Global Ratings affirmed all existing ratings, including the
'BB+' corporate credit rating, on Redwood City, Calif.-based
Equinix Inc. and revised the outlook to positive from stable.

S&P said, "At the same time, we assigned a 'BB+' issue-level rating
and '3' recovery rating to the company's proposed EUR1 billion
notes. The '3' recovery rating indicates our expectation for
average recovery (50%-70%; rounded estimate: 50%) in the event of a
payment default. The company will use proceeds to repay existing
secured debt. We will withdraw our ratings on the term loan B once
the debt is repaid."

The outlook revision reflects continued positive momentum in the
business, a credible deleveraging trajectory supported by the
recently announced $750 million at the market (ATM) equity program,
and management's commitment to increasing ownership of assets to at
least 50% over time.

S&P continues to believe that Equinix's network and cloud-dense
environment positions it well to take advantage of rising demand
for data centers driven by increased IT outsourcing by enterprises,
data growth, and increased application complexity. Equinix has
steadily grown over the years, both organically and through
acquisitions, to over 19 million square feet in 190 data centers in
48 markets across 24 countries globally. As a result, its revenue
base has more than doubled since 2013 to around $4.5 billion today.
This scale has allowed Equinix to become the world's leading
interconnection provider. The ecosystems created through
interconnection services are difficult to replicate and as a
result, promote customer retention and more predictable revenue
streams.

The positive outlook reflects a path for Equinix to reduce leverage
to around 4.0x by the end of 2018, enabled by continued healthy
earnings growth, successful integration of the Verizon acquisition,
and a balanced mix of debt and equity to fund expansion.

S&P said, "We could raise the rating over the next year if the
company is successful in executing its growth strategy, such that
debt to EBITDA falls below 4.25x on a sustained basis without
material cash flow deficits before dividends and acquisitions. We
could raise the rating with minimal FOCF generation over the near
term so long as expansion remains disciplined and profitable, such
that utilization rates and EBITDA margins remain stable.

"We could revise the outlook to stable if the company pursues debt
financed acquisitions or expansion projects, such that leverage
remains elevated above 4.25x over the next year or if there are
material deficits in FOCF. Although less likely, integration
missteps related to the Verizon acquisition that result in elevated
churn or EBITDA margin compression could also result in an outlook
revision back to stable."

Headquartered in Redwood City, CA, Equinix, Inc. is the largest
publicly traded carrier-neutral data center hosting provider in the
world with operations in 44 markets across the Americas, EMEA and
Asia-Pacific.


EVERMILK LOGISTICS: Plan Filing Deadline Moved to December 11
-------------------------------------------------------------
Bankruptcy Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for
the Southern District of Indiana has entered a final order
extending the periods in which Evermilk Logistics LLC has the
exclusive right to:

     -- file a Chapter 11 plan for 30 days up to December 11, 2017,
and

     -- solicit acceptances of such plan up to February 9, 2018.

The Troubled Company Reporter has previously reported that the
Debtor sought for a 30-day extension of the time in which to file a
Chapter 11 plan and solicit votes in connection with such plan to
December 11, 2017 and February 9, 2018, respectively.

The Debtor said it needs additional time to continue negotiations
with an equity investor. The Debtor intended to include this
agreement, if reached, in the reorganization plan that allows for
the Debtor's continued operations. Further, the Debtor has been
current on its post-petition expenses, including payment of fees to
the U.S. Trustee. Consequently, the Debtor claimed that cause
exists for extending the Debtor's Exclusive Periods and that such
extension will facilitate an equitable resolution of this Chapter
11 Case.

                     About Evermilk Logistics

Evermilk Logistics LLC -- http://www.evermilklogistics.net/-- is a
member-managed Indiana limited liability company wholly owned by
Teunis Jan Willemsen.  It operates a commercial milk hauling
trucking business.  Its principal place of business is at 6615 W.
500 N., Frankton, Indiana 46044.  Evermilk hauls milk for local
dairy farms that sell milk to Dairy Farmers of America.  Evermilk
has been taking milk to the Eastern and Central United States, and
currently is picking up 20-25 tanker loads of milk each day. It
currently employs more than 60 driver and administrative or
maintenance personnel.

Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D.
Ind. Case No. 17-03613), on May 15, 2017.  The Petition was signed
by Teunis Jan Willemsen, member.  The case is assigned to Judge
Jeffrey J. Graham.  The Debtor is represented by Terry E. Hall,
Esq., at Faegre Baker Daniels LLP.  At the time of filing, the
Debtor had $100,000 to $500,000 in estimated assets and $1 million
to $10 million in estimated liabilities.

No trustee or examiner has been appointed, and no committee has yet
been appointed or designated.


EXCO RESOURCES: Board OK's Fourth Amendment to Director Plan
------------------------------------------------------------
The Board of Directors of EXCO Resources, Inc. approved Amendment
Number Four to the Amended and Restated 2007 Director Plan of the
Company, as amended, effective as of Nov. 28, 2017.  The Amendment
replaces the automatic annual grant to each of the Company's
non-employee directors of the number of shares of restricted common
stock of the Company having an aggregate total value equal to
$140,000 on the date of grant with an annual lump-sum cash payment
of $140,000, payable on the second trading day following the date
of the press release containing the Company's third quarter
earnings for a given fiscal year; provided, however, that the
annual lump-sum cash payment occurring in calendar year 2017 was
made on Dec. 1, 2017.  The Annual Awards will be paid pursuant to
the Director Plan, which is a sub-plan to the EXCO Resources, Inc.
Amended and Restated 2005 Long-Term Incentive Plan.  A full-text
copy of the Amended 2007 Director Plan is available for free at:

                     https://is.gd/TMhBRe

                          About EXCO

EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil
and natural gas exploration, exploitation, acquisition, development
and production company headquartered in Dallas, Texas with
principal operations in Texas, Louisiana and Appalachia.

EXCO Resources reported a net loss of $225.3 million on $271
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $1.19 billion on $355.70 million of total
revenues for the year ended Dec. 31, 2015.  As of Sept. 30, 2017,
EXCO Resources had $830.17 million in total assets, $1.59 billion
in total liabilities and a total shareholders' deficit of $760.36
million.

KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2016, citing that probable failure to comply with a
financial covenant in its credit facility as well as significant
liquidity needs, raise substantial doubt about the Company's
ability to continue as a going concern.

                           *    *    *

In December 2016, Moody's Investors Service downgraded EXCO
Resources' corporate family rating to 'Ca' from 'Caa2'.  "EXCO's
downgrade reflects its eroded liquidity position which is
insufficient to fully fund development expenditures at the level
required to stem ongoing production declines," commented Andrew
Brooks, Moody's vice president.  "Absent an injection of additional
liquidity, the source of which is not readily identifiable, EXCO
could face going concern risk as it confronts an unsustainable
capital structure."

In March 2017, S&P Global Ratings raised its corporate credit
rating on EXCO Resources to 'CCC-' from 'SD' (selective default).

The rating outlook is negative.  "The upgrade reflects our
reassessment of our corporate credit rating on EXCO after the
company exchanged most of its outstanding 12.5% second-lien secured
term loans for $683 million new 1.75-lien secured payment-in-kind
(PIK) term loans," said S&P Global Ratings' credit analyst
Alexander Vargas.


FASTLANE HOLDING: S&P Affirms 'CCC+' CCR on Adequate Liquidity
--------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' corporate credit rating on
Dallas-based Fastlane Holding Company Inc.  The outlook remains
stable.

S&P said, "At the same time, we affirmed our 'CCC+' issue-level
rating on the company's senior secured first-lien term loan due
November 2019. Our '4' recovery rating on this debt remains
unchanged, indicating our expectation for average recovery
(30%-50%; rounded estimate: 35%) in the event of payment default.

"We also affirmed our 'CCC-' issue-level rating on Fastlane's
senior secured second-lien term loan due May 2020. Our '6' recovery
rating on this debt remains unchanged, indicating our expectation
for negligible recovery (0%-10%; rounded estimate: 0%) in the event
of payment default.

"The affirmation reflects that, while Fastlane's near-term
liquidity remains adequate, we continue to believe that the
company's long-term financial commitments are unsustainable.
Although the company has no maturities due in 2018, we recognize
upcoming refinancing risk and corresponding liquidity concerns as
the company's 2019 debt obligations (revolver and first-lien term
loan) become current over the second half of next year. We believe
that the company is dependent on favorable business, financial, and
economic conditions to successfully refinance these financial
commitments in 2018.

"The stable outlook on Fastlane reflects our expectations that
demand for the company's heavy-duty truck and trailer parts will
move in line with U.S. economic activity over the forecast period.
We believe that this growth (including gains from new product
expansion), coupled with stable margins will contribute towards
continued debt leverage improvement below 7x. However, we also
recognize that Fastlane's investment in new product offerings to
fuel this growth could result in meaningful working capital
outflows, driving weaker (and potentially negative) free cash flow
generation over the next year. In addition, while the company has
no meaningful maturities in 2018, we continue to monitor the
company's ability to address its upcoming 2019 obligations over the
coming year.

"We could raise our ratings on Fastlane if the company successfully
refinances its 2019 debt obligations in a timely manner,
eliminating upcoming refinancing risk and corresponding liquidity
concerns as these maturities (revolver and first lien term loan)
become near-term obligations in the second half of 2018.

"Alternatively, we could lower our rating on Fastlane if we believe
that specific default scenarios occur over the next 12 months.
These scenarios include a near-term liquidity crisis, a violation
of the springing fixed-charge coverage ratio covenant on its
revolver, or we believe the company is considering a distressed
exchange offer or redemption. For example, we could reassess our
ratings if the company fails to address its 2019 maturities over
the first half of 2018, negatively affecting our view of the
company's liquidity position."



FIELDPOINT PETROLEUM: Securities Will be Delisted from NYSE
-----------------------------------------------------------
FieldPoint Petroleum Corporation announced that the NYSE American
("NYSE") will suspend trading of the Company's Common Stock and
Warrants (expiring March 23, 2018) ticker symbols FPP and FPP WS
effective November 27, 2017.  The NYSE had previously announced on
November 16, 2017 that it had commenced delisting procedures with
respect to the Company.  The Company has not requested a review of
this determination by a Committee of the Board of Directors of NYSE
American.  Following suspension, the NYSE will apply to the
Securities and Exchange Commission to delist the Company's
Securities.

In anticipation of the suspension and delisting, the Company has
applied for listing and quotation of its Securities on the OTC.QB
quotation system of the OTC Markets Group, Inc.

                 About FieldPoint Petroleum

FieldPoint Petroleum Corporation (NYSE:FFP) acquires, operates and
develops oil and gas properties.  Its principal properties include
Block A-49, Spraberry Trend, Giddings Field, and Serbin Field,
Texas; Flying M Field, Sulimar Field, North Bilbrey Field, Lusk
Field, and Loving North Morrow Field, New Mexico; Apache Field,
Chickasha Field, and West Allen Field, Oklahoma; Longwood Field,
Louisiana; and Big Muddy Field, Wyoming.  As of Dec. 31, 2015, the
Company had varying ownership interests in 472 gross wells (113.26
net).  FieldPoint Petroleum Corporation was founded in 1980 and is
based in Austin, Texas.  For more information, please visit
www.fppcorp.com.

As of Sept. 30, 2017, FieldPoint had $7.97 million in total assets,
$6.59 million in total liabilities and $1.37 million in total
stockholders' equity.  FieldPoint reported a net loss of $2.47
million in 2016 and $10.98 million in 2015.

Hein & Associates LLP, in Dallas, Texas, 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, and has a working capital deficit.  This, the auditors
said, raises substantial doubt about the Company's ability to
continue as a going concern.


GALATIANS ENTERPRISES: May Use Tri-State Bank's Cash Collateral
---------------------------------------------------------------
Judge David S. Kennedy the U.S. Bankruptcy Court for the Western
District of Tennessee, upon the Motion of Tri-State Bank to
Prohibit Use Cash Collateral, has entered an Agreed Order allowing
Galatians Enterprises, Inc. to use the bank's cash collateral for
adequate protection payments pending further Court Order.

In addition, Judge Kennedy conditionally denied Tri-State Bank's
Motion for Relief from Automatic Stay, and granted Tri-State Bank's
request for adequate protection, regarding the Debtor's property at
423-425 W. Peebles Rd, Memphis.

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

          http://bankrupt.com/misc/tnwb17-26959-38.pdf

                   About Galatians Enterprises

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


GELTECH SOLUTIONS: Chairman Buys 789,474 Common Shares and Warrants
-------------------------------------------------------------------
Michael Reger, the Chairman and president of GelTech Solutions,
Inc. purchased 789,474 shares of the Company's common stock and
394,737 two-year warrants exercisable at $2.00 per share for
$150,000 on Nov. 28, 2017.  All of the securities were issued
without registration under the Securities Act of 1933 in reliance
upon the exemption provided in Section 4(a)(2) and Rule 506(b)
thereunder.

                       About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc. is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3) Soil2O(R),
a product which reduces the use of water and is primarily marketed
to golf courses, commercial landscapers and the agriculture market;
and (4) FireIce(R) Home Defense Unit, a system for applying
FireIce(R) to structures to protect them from wildfires.

GelTech Solutions reported a net loss of $4.67 million on $1.20
million of sales for the year ended Dec. 31, 2016, compared with a
net loss of $6.02 million on $1.31 million of sales for the year
ended Dec. 31, 2015.  As of Sept. 30, 2017, Geltech had $2.55
million in total assets, $7.03 million in total liabilities and a
total stockholders' deficit of $4.48 million.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has a net
loss and net cash used in operating activities in the amount of
$4.672 million and $3.345 million, respectively, for the year ended
Dec. 31, 2016, and has an accumulated deficit and stockholders'
deficit of $47.96 million and $6.364 million, respectively, at Dec.
31, 2016.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.


GEMINI HDPE: Moody's Rates $406MM Secured Term Loan Due 2024 'Ba2'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Gemini HDPE,
LLC's $406 million senior secured term loan due August 2024 and
upgraded the existing senior secured loan's rating to Ba2 from Ba3.
The rating assignment incorporates Gemini's proposed refinancing
that incorporates key changes including extension of the maturity
date to August 2024, lower required debt amortization, reduced
interest margins, delay to the date certain construction completion
date to August 2018, and greater flexibility to issue future parity
debt for a partial or full refinancing. The Ba2 rating on the
existing term loan due 2021 will be withdrawn once the refinancing
is completed and the debt is repaid. The outlook is stable.

RATINGS RATIONALE

Gemini's rating upgrade to Ba2 from Ba3 reflects the project's
mechanical completion and on-stream operations in late October
2017, a credit positive. The start of on-steam operations
represents a substantial milestone given the historical
construction challenges faced by the project. That said, the
project has not yet met the lender's reliability conditions and
until such time, lenders remain protected from several but not
joint completion guarantees (Completion Agreements) from INEOS
Group Holdings S.A. (INEOS: Ba2 stable) and Sasol Financing (Pty)
(Sasol Financing, not rated). Sasol Financing is an indirect
subsidiary of Sasol Limited (Sasol, Baa3 negative).

The upgrade to Ba2 also reflects significant improvements to
INEOS's credit quality over the last year and positions the
weighted average guarantor quality under the Completion Agreements
and Tolling Agreements stronger within the 'Ba' category. INEOS and
Sasol Financing's credit quality are important drivers of Gemini's
credit quality since INEOS and Sasol Financing, on a several but
not joint basis, wraps construction risk under the Completion
Agreements and operational and market risk under the Tolling
Agreements. INEOS's credit quality also represents a key rating
factor given INEOS's deep involvement in the project as operator,
technology provider, and Gemini's location within INEOS's
manufacturing complex.

Other key credit considerations include Gemini's fit within Sasol's
larger strategic plans in the US Gulf Coast, some project finance
protections, the lack of reserves such as a debt service reserve,
and refinancing risk with 70% of the debt expected to be
outstanding at maturity. For the latter, refinancing risk is
mitigated by the terms of the Tolling Agreements that extend past
debt maturity and provide for sufficient payments to repay the
expected refinancing amount by the maturity of the Tolling
Agreements in August 2029.

Rating Outlook

The stable outlook considers Moody's expectation that INEOS and
Sasol Financing will abide by their contractual obligations and
that the project will meet the lender reliability conditions by the
new date certain completion date.

Factors that Could Lead to an Upgrade

Gemini HDPE's rating could be upgraded if the off-taker's credit
quality improves and the project can demonstrate strong operational
performance.

Factors that Could Lead to a Downgrade

The borrower's rating could be downgraded if there is a material
credit deterioration of either Sasol or INEOS's credit quality, the
key underlying contracts are challenged or violated or if the
project has extensive operating problems.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


GEMINI HDPE: S&P Affirms BB Loan B Rating on Amended Agreement
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issue-level rating on Gemini
HDPE LLC's amended term loan B. Gemini entered into an agreement
with its lenders to extend the maturity to August 2024 from August
2021, and the amortization will be restated to reflect the extended
tenor. In addition, part of this transaction includes a repricing
of the term loan, for which S&P expects the all-in interest rate to
be lower. The outlook on the rating remains stable. The recovery
rating on term loan B remains '2', indicating our expectation of
substantial (70%-90%; rounded estimate: 70%) recovery in the event
of default.

S&P said, "We recently upgraded Gemini by one notch to 'BB',
primarily due to a rating action on INEOS Group Holdings in October
2017. As discussed in the research update published on Nov. 27,
2017, we expected the quarterly principal payment under the
previous debt payment schedule to be $14 million starting in April
2018. With the restated amortization schedule, the quarterly
principal payments through maturity in August 2024 will be about
$4.5 million on average; as a result, we believe the tolling fees
will be lower but debt service coverage will remain 1x because the
project is structured to recover all operating costs and mandatory
debt service as long as the tolling agreement is in effect and the
two off-takers, INEOS and Sasol, who are also the sponsors, meet
their obligations.

"In our opinion, this transaction does not weaken Gemini's credit
quality because the tolling arrangement and the guarantees remain
the same as they were in late 2014, when the construction of the
high-density polyethylene plant began. We expect about five years
to remain in the tolling agreement when the term loan matures in
August 2024, rather than eight years as with the previous maturity
in August 2021. Nevertheless, we still believe the project is not
exposed to refinancing risk due to the nature of the tolling
agreement, through which each of the off-takers (backed by a
guarantor) is responsible for 50% of Gemini's debt service and all
other obligations."

Ratings List

  Rating Affirmed

  Gemini HDPE LLC
   Term Loan B                        BB/Stable
    Recovery Rating                   2(70%)

Gemini HDPE LLC is a high-density polyethylene (HDPE) manufacturing
plant currently under construction within INEOS
Battleground Manufacturing Complex (BMC) located in La Porte,
Texas. Upon construction completion, the project will be capable of
producing approximately 1 billion pounds of HDPE per year using
INEOS' licensed proprietary Innovene-S process. The project will be
able to produce a range of HDPE products and will use ethylene and
1-hexene as the feedstocks. INEOS and Sasol each indirectly own 50%
of Gemini.


GENERAL NUTRITION: Moody's Lowers CFR to Caa1; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating of
General Nutrition Centers, Inc. ("GNC"), to Caa1 from B2. The
Senior Secured Term Loan due 2019 was downgraded to B3 from B1. The
outlook remains negative. GNC's Speculative Grade Liquidity rating
was downgraded to SGL-4 from an SGL-2.

"The withdrawal of GNC's proposed refinancing leaves GNC with
significant upcoming maturities as it continues to work to
stabilize its operating income as it executes its business
realignment. Strategic initiatives to reduce debt through
alternative means appears necessary to address its capital
structure", says Moody's Vice President, Christina Boni. Moody's
anticipates that GNC can continue to generate an estimated $140
million in free cash flow which will enable GNC to repay its
revolver fully as its pursues alternatives to meet its $1.1 billion
outstanding term loan maturity in March 2019.

Downgrades:

Issuer: General Nutrition Centers, Inc.

-- Probability of Default Rating, Downgraded to Caa1-PD from B2-
    PD

-- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
    SGL-2

-- Corporate Family Rating, Downgraded to Caa1 from B2

-- Senior Secured Term Loan due 2019, Downgraded to B3(LGD3) from

    B1(LGD3)

-- Senior Secured Revolving Credit Facility due 2018, Downgraded
    to B3(LGD3) from B1(LGD3)

Outlook Actions:

Issuer: General Nutrition Centers, Inc.

-- Outlook, Remains Negative

Withdrawals:

Issuer: General Nutrition Centers, Inc.

-- Senior Secured Term Loan B due 2020, Withdrawn , previously
    rated B1(LGD3)

-- Senior Secured Term Loan B due 2021, Withdrawn , previously
    rated B1(LGD3)

RATINGS RATIONALE

GNC's Caa1 Corporate Family Rating is supported by the company's
well-known brand name in its target markets along with Moody's
favorable view of the vitamin, mineral, and nutritional supplement
("VMS") category due to favorable demographic trends in the United
States. GNC has been realigning its pricing and promotional cadence
to improve its customer traffic. Credit metrics have been under
pressure but are expected to improve while the company enacts its
turnaround. Although Moody's expects GNC's operating performance
will stabilize as the company focuses on improving its market
positioning, the company's revolver and term loan maturities will
require that additional steps are taken to reduce leverage and
improve its market access so its capital structure can be addressed
over the next year.

Other key credit concerns include GNC's sizable concentration in
sports nutrition, which is a much more limited product segment with
a relatively smaller target market than the VMS product category.
Also considered is the potential risk arising from adverse
publicity and product liability claims with regard to certain
products sold by GNC, particularly diet products and herbs, two
faddish product categories that are more exposed to such risks and
earnings volatility.

The negative outlook incorporates Moody's view that although the
company can manage its liquidity effectively if the revolver
matures in September 2018, its term loan maturity in March 2019
remains significant. Although operating performance should
stabilize albeit at a lower profitability level as a result of its
initiatives to improve its market positioning, significant
deleveraging is likely required to extend its maturities beyond the
its convertible notes due in August 2020.

GNC's ratings could be upgraded over time if the company extends
its maturities and demonstrates consistent stable to improving same
store sales while maintaining operating margins at or above the low
teens. An upgrade would require that GNC continue to adhere to a
financial policy that would support debt/EBITDA sustained below
5.5x.

Ratings could also be downgraded if a refinancing to extend its
capital structure is not implemented well in advance of upcoming
maturities. Ratings could also be downgraded if the company were to
see a material decline in sales trends or operating margins, either
through a weakening competitive profile or material product-related
risks.

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

General Nutrition Centers, Inc., headquartered in Pittsburgh, PA,
is a diversified, multi-channel business model which generates
revenue from product sales through company-owned retail stores,
domestic and international franchise activities, third-party
contract manufacturing, e-commerce and corporate partnerships. As
of September 30, 2017, GNC had more than 9,000 locations, of which
more than 6,800 retail locations are in the United States
(including 2,414 Rite Aid franchise store-within-a-store locations)
and franchise operations in approximately 50 countries).


GENERAL WIRELESS: Wants to Maintain Plan Exclusivity Until Feb. 16
------------------------------------------------------------------
General Wireless Operations Inc., dba Radioshack, and its
affiliated debtors filed a third motion asking the U.S. Bankruptcy
Court for the District of Delaware to further extend the period
during which the Debtors have the exclusive right to file a chapter
11 plan by approximately 75 days, through February 16, 2018, as
well as the period during which the Debtors have the exclusive
right to solicit acceptances of such plan through April 20, 2018.

On October 26, 2017, the Court entered the Findings of Fact,
Conclusions of Law, and Order confirming the Debtors' Modified
First Amended Joint Plan of Reorganization. The Debtors currently
anticipate that the Plan will go effective by year-end.

The Debtors explain that, absent the extensions requested, the
Debtors' Exclusive Periods would expire on December 4, 2017 and
February 4, 2018, respectively. Out of an abundance of caution, the
Debtors seek an order further extending the Exclusive Periods for
approximately 75 days each.

The Debtors aver that this extension will provide them additional
time, in the unlikely event the Plan does not go effective, to work
with the key constituents in these cases to file and seek
confirmation of an alternate plan or otherwise evaluate their
options going forward, without the distraction of competing plan
efforts.

                    About General Wireless

Based in Fort Worth, Texas, General Wireless Operations Inc., doing
business as RadioShack -- http://www.RadioShack.com/-- operates a
chain of electronics stores. Its predecessor, RadioShack Corp.,
then with 4,000 locations, sought Chapter 11 protection (Bankr. D.
Del. Case No. 15-10197) in February 2015 and announced plans to
close underperforming stores.

In March 2015, General Wireless, a Standard General affiliate, won
court approval to purchase RadioShack Corp.'s assets, gaining
ownership of around 1,700 RadioShack locations. Two years later,
General Wireless commenced its own bankruptcy case, announcing
plans to close 200 of 1,300 remaining stores.

General Wireless Operations Inc., and its affiliates based in Fort
Worth, Texas, filed a Chapter 11 petition (Bankr. D. Del. Lead Case
No. 17-10506) on March 8, 2017.  In its petition, General Wireless
estimated $100 million to $500 million in both assets and
liabilities.  Bradford Tobin, SVP and general counsel, signed the
petitions.

The Debtors tapped Pepper Hamilton LLP as legal counsel; Loughlin
Management Partners & Company, Inc., as financial advisor; and
Prime Clerk, LLC, as claims and noticing agent.

On March 17, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee selected
Kelley Drye & Warren LLP as its lead counsel; Klehr Harrison Harvey
Branzburg LLP as local counsel; Bartlit Beck Herman Palenchar &
Scott LLP, as special counsel; and Berkeley Research Group LLC as
financial advisor.


GENESIS ENERGY: Moody's Rates New $450MM Senior Notes Due 2026 'B1'
-------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Genesis Energy
LP's (Genesis or GEL) proposed $450 million senior notes due 2026.
The net proceeds from the new notes offering will be used to
refinance GEL's senior notes due February 2021 as well as for
repaying amounts outstanding under its revolving credit facility.
GEL's existing ratings, including its Ba3 Corporate Family Rating
(CFR), the B1 ratings on its senior unsecured notes and SGL-3
Speculative Grade Liquidity (SGL) rating are unchanged. The outlook
remains negative.

"Genesis Energy's proposed notes issuance will improve the
company's debt maturity profile, but does not impact its leverage,"
stated James Wilkins, Moody's Vice President.

Assignments:

Issuer: Genesis Energy LP

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

RATINGS RATIONALE

The proposed senior unsecured notes are rated B1, and will rank
pari passu with GEL's existing senior unsecured notes. The senior
unsecured notes are rated B1 under Moody's Loss Given Default
Methodology reflecting their contractual subordination to the $1.7
billion senior secured revolving credit facility. The size of the
secured claims relative to the unsecured notes results in the notes
being rated one notch below the Ba3 CFR.

GEL's Ba3 CFR is supported by its fee-based midstream energy cash
flows, stable soda ash business revenues, a high degree of asset
and business line diversification for a company of its size, and
vertical integration among its various assets. The company has
produced consistent cash flow through its logistics and pipeline
services for crude oil transportation. GEL removes sulfur from high
sulfur refinery gas streams and sells the related byproduct, sodium
hydrosulfide, a commodity chemical used in many industries
including mining, paper and pharmaceuticals, which has exhibited
low earnings volatility over 2012-2017.

The Ba3 CFR is constrained by the company's high leverage following
years of heavy capital expenditures in 2013-2016 and the partially
debt-financed Enterprise Offshore Business acquisition in 2015. The
acquisition of its soda ash business in 2017 added to GEL's debt
balances, but the meaningful equity component of the purchase price
funding improved overall leverage. Moody's expects GEL's leverage
and cash flow to gradually improve as it benefits from its soda ash
acquisition.

The negative outlook reflects the company's high leverage,
potential integration risks for the step out soda ash acquisition
and potential for de-levering efforts to be delayed. The ratings
could be downgraded if: Debt to EBITDA is not expected to fall
below 5x by the end of 2018; core business fundamentals weakened;
or the company experiences execution issues on growth projects or
the acquired soda ash business. An upgrade is unlikely at this time
given the high leverage, but the CFR could be upgraded if Moody's
expected Debt to EBITDA to trend towards 4.0x.

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

Genesis Energy LP is a midstream master limited partnership (MLP)
with assets located in the US Gulf Coast region. The company
conducts a wide variety of operations through four different
business segments: offshore pipeline transportation (53% of third
quarter 2017 segment margin), onshore facilities and transportation
(17% of segment margin), sodium minerals & sulfur services (21% of
segment margin), and marine transportation (9% of segment margin).


GENESIS ENERGY: S&P Rates Proposed Senior Unsecured Notes 'BB-'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating to
Houston-based midstream energy infrastructure and logistics
services provider Genesis Energy L.P.'s proposed senior unsecured
notes of $450 million. S&P said, "The recovery rating is '4',
indicating our expectation for average (30%-50%; rounded estimate:
40%) recovery in the event of default. Our rating on this proposed
senior unsecured note offering is the same as our rating on the
company's existing notes; these ratings have not changed."

Genesis intends to use the net proceeds to refinance its $350
million senior unsecured notes maturing in 2021. S&P said, "We
expect the company to use the remaining proceeds to pay down its
revolving credit facility, which it used earlier this year to
partially fund the recent acquisition of Tronox Alkali Corp., one
of the world's largest producers of soda ash. We believe the
proposed offering should not affect the company's net leverage
given the plan to refinance. In addition, this transaction will
lengthen the overall debt maturity profile and improve the
liquidity position afterward, with a remaining borrowing capacity
of at least $400 million under the $1.7 billion revolving credit
facility."

Genesis' distribution had grown for 48 consecutive quarters, but
the company reset the distribution to 50 cents per common unit in
October 2017 from 72.25 cents paid out in July 2017, and it plans
to increase the quarterly common distribution going forward by at
least one cent per unit. S&P said, "We don't believe the dividend
reset will materially affect the company's credit quality in the
near term because we expect Genesis to use the cash that's freed up
from the dividend reset in deleveraging its balance sheet with
about $3.7 billion debt outstanding by the end of the third quarter
of 2017 and in funding future organic growth opportunities. We
reviewed Genesis back in August 2017 when it announced the soda ash
business acquisition, and we continue to expect Genesis to achieve
our adjusted leverage below 5x during the next year and a half.
Therefore, all of our ratings, including our 'BB-' corporate credit
rating on Genesis, are unchanged."

  Ratings List
  Genesis Energy, L.P.
   Corporate Credit Rating                BB-/Stable/--

  New Rating

  Genesis Energy, L.P.
  Genesis Energy Finance Corp.
   Senior unsecured notes due 2026        BB-

Genesis Energy, L.P. operates in the midstream segment of the crude
oil and natural gas industry. It operates through four segments:
Offshore Pipeline Transportation, Refinery Services, Marine
Transportation, and Supply and Logistics. Genesis Energy, LLC
serves as a general partner of the company. Genesis Energy, L.P.
was founded in 1996 and is headquartered in Houston, Texas.



GENETIC TECH: PricewaterhouseCoopers Casts Going Concern Doubt
--------------------------------------------------------------
Genetic Technologies Ltd. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F, disclosing a
net loss of $8,534,481 on $518,506 of revenue for the fiscal year
ended June 30, 2017, compared with a net loss of $7,151,746 on
$824,586 of revenue in 2016.

The audit report of PricewaterhouseCoopers in Melbourne, Australia,
states that the Company has suffered recurring losses from
operations that raise substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at June 30, 2017, showed $12.11 million
in total assets, $1.53 million in total liabilities, and a total
stockholders' equity of $10.58 million.

A copy of the Form 20-F is available at:

                        https://is.gd/GKXfg5

                  About Genetic Technologies Ltd.

Genetic Technologies Ltd. is a molecular diagnostics company that
offers predictive testing and assessment tools to help physicians
proactively manage women's health.  The Company's lead product,
BREVAGenplus, is a clinically validated risk assessment test for
non-hereditary breast cancer and is first in its class.
BREVAGenplus improves upon the predictive power of the first
generation BREVAGen test and is designed to facilitate better
informed decisions about breast cancer screening and preventive
treatment plans.  The Company was founded in 1989 and is based in
Australia.




GEORGE BOULANGER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: George Boulanger Construction Incorporated
        11811 Major Street
        Culver City, CA 90230

Business Description: Based in in Culver City, California,
                      George Boulanger Construction, has been
                      in the business of residential building
                      construction for over 30 years.  It
                      provides carpentry, tile installation,
                      painting, framing, plumbing and electrical
                      services.  Visit
                      http://boulangerconstruction.comfor more
                      information.

Chapter 11 Petition Date: December 5, 2017

Case No.: 17-24897

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Sandra R. Klein

Debtor's Counsel: Christopher E Prince, Esq.
                  LESNICK PRINCE & PAPPAS LLP
                  315 W. 9th St, Suite 705
                  Los Angeles, CA 90015
                  Tel: 213-291-8984
                  Fax: 213-463-6596
                  Email: cprince@lesnickprince.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by George Boulanger, president.

A full-text copy of the petition containing, among other items,
a list of the Debtor's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb17-24897.pdf


GLASS MOUNTAIN: Moody's Assigns B2 CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned first time ratings to Glass
Mountain Pipeline Holdings, LLC (GMP), including a B2 Corporate
Family Rating (CFR), a B2-PD Probability of Default Rating (PDR),
and B2 ratings on the senior secured credit term loan B and
revolving credit facility. The net proceeds from the term loan will
partially finance the purchase of Glass Mountain Pipeline, LLC by
funds managed by BlackRock. The outlook is stable.

"Moody's expects Glass Mountain Pipeline to grow its earnings and
deleverage, as the new STACK pipeline extension starts operations
and it pursues further capacity expansion projects," stated James
Wilkins, Moody's Senior Analyst.

The following summarizes the ratings activity.

Ratings assigned:

Issuer: Glass Mountain Pipeline Holdings, LLC

-- Corporate Family Rating, assigned B2

-- Probability of Default Rating, assigned B2-PD

-- $300 million Sr Sec First Lien Term Loan B due 2024, assigned
    B2 (LGD4)

-- $25 million Sr Sec Revolving Credit Facility due 2022,
    assigned B2 (LGD4)

Outlook actions:

-- Outlook, assigned Stable

RATINGS RATIONALE

GMP's B2 CFR reflects the company's modest scale, high leverage,
concentrated customer base with two large customers and reliance on
a successful ramp up in volumes on its new STACK extension to
reduce leverage to levels typical of single-B rated midstream
entities. The ratings are supported by largely fee-based contracts
(minimizing direct commodity price risk) that can lead to stable
cash flow generation, low working capital requirements, and an
excess cash flow sweep that will require repayment of debt. The
company is projecting it will generate 2018 EBITDA of less than $50
million, which is comparable to similar rated midstream companies.
Its volumes sourced from the STACK, where Devon Energy operates
under an acreage dedication agreement with GMP, will underpin
revenue growth, even as legacy volumes sourced from the Mississippi
Lime and Granite Wash experience moderate year-over-year declines.
Having started operations in the first quarter 2014, the existing
pipeline assets have a limited operating history. There are
execution risks associated with GMP's growth plans, but the STACK
extension, which is the source of growth for GMP's system, is
mechanically complete and will begin official operations in the
first quarter 2018. The company believes that the STACK's
attractive crude oil exploration and production economics will
drive ongoing development efforts in the basin, while the
incremental savings that GMP's pipeline transportation offers to
producers over trucking will attract crude oil volumes.

The proposed senior secured term loan B and senior secured
revolving credit facility are rated B2, the same level as the B2
CFR, consistent with Moody's Loss Given Default (LGD) methodology.
The lack of notching of the ratings on the debt relative to the CFR
reflects the fact that the debt under the proposed credit
facilities comprises all of the company's third party debt and
almost all of its liabilities. The term loan and revolver are pari
passu. GMP has few lease obligations and carries a low trade
accounts payable balance.

GMP has adequate liquidity supported by positive cash flow from
operations and an undrawn revolving credit facility due 2022. The
capital expenditures for the STACK extension project have been
mostly completed. However, the equity sponsor is providing a $25
million letter of credit to support certain required capital
expenditures in early 2018 and an $11 million debt service reserve
letter of credit. There is an excess cash flow sweep mechanism
under the credit facility that requires repayment of debt with
excess cash flow as long as the Consolidated Net Leverage Ratio is
above 3.0x. Moody's expects GMP will comply with its credit
facility financial covenants through 2018, a minimum debt service
coverage ratio of 1.10x and, if the revolver is drawn or there are
more than $10 million of letters of credit issued, a Maximum
Consolidated Net Leverage Ratio of no more than 4.50x. The company
has no near-term debt maturities.

The stable outlook reflects Moody's expectation that the company
will achieve its growth projections as it starts operations of the
STACK extension pipeline. The ratings could be upgraded if GMP
executes on its growth program, EBITDA grows towards $100 million
while leverage (Debt to EBITDA) declines towards 4.5x. The ratings
could be downgraded if leverage does not decline to less than 6.5x
on a sustained basis.

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

Glass Mountain Pipeline, LLC, a wholly-owned subsidiary of Glass
Mountain Pipeline Holdings, LLC, is the owner of a 260 mile
pipeline system transporting crude oil from the Mississippi Lime,
Granite Wash and STACK oilfields to Cushing, OK, where it has one
million barrels of storage capacity and interconnects to major
pipeline systems. In November 2017, BlackRock entered into an
agreement to buy Glass Mountain Pipeline, LLC from its owners for
$600 million.


GLASS MOUNTAIN: S&P Assigns B Corp Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings said it assigned its 'B' corporate credit rating
to Glass Mountain Pipeline LLC. The outlook is stable.

S&P said, "We also assigned our 'B' issue-level rating and '3'
recovery to Glass Mountain Pipeline Holdings LLC's $300 million
term loan due 2024. The '3' recovery rating indicates that the
lenders can expect meaningful (70%-50%; rounded estimate 65%)
recovery in the event of a payment default.

"Our 'B' corporate credit rating on Glass Mountain Pipeline LLC
reflects our assessment of a weak business risk profile and highly
leveraged financial risk profile. Our assessment of the business
risk profile as weak reflects the company's limited scale and
relatively weak contract profile. In our view, Glass Mountain's
contract profile is below average, with exposure to weak credit
quality counterparty, Chesapeake Energy Corp. (B-/Positive/--)
through a minimum volume commitment and an acreage dedication from
investment grade counterparty Devon Energy Corp. (BBB/Stable/--).
Though Devon is of stronger credit quality, Glass Mountain is
exposed to volume risk due to the nature of the acreage dedication.
A significant portion of the pipe's capacity is uncontracted,
providing for upside volume potential, especially from the STACK
expansion. All contracts are fee-based, limiting Glass Mountain's
commodity exposure. Partially offsetting the weak contract profile
is Glass Mountain's presence in the STACK basin, which is one of
the most economic basins in North America, with very low
oil-break-evens, which should sustain volumes under low prices.  

"The stable outlook reflects our view that throughput volumes on
Glass Mountain Pipeline LLC will increase due to the STACK
expansion project. We expect the two anchor shippers, Devon Energy
Corp. and Chesapeake Energy Corp., to provide a base level of
stable cash flows with potential for growth from additional
counterparties. We expect debt to EBITDA to be 6.5x in 2018,
stepping down to 4.7x in 2019.

"We could consider lowering the rating if we expected debt to
EBITDA to remain above 6x over the next 24 months. This could occur
due to lower-than-expected volume growth resulting from low
commodity prices, delayed construction of the Omega extension, or
contract renegotiation with Chesapeake.

"We do not envision a positive rating action in the near term. We
could raise the rating if debt to EBITDA were below 4.5x on a
sustained basis and Glass Mountain improved its contract profile by
adding new counterparties with acreage dedication or minimum volume
commitments."

Glass Mountain Holding, LLC operates as a construction company. It
constructs pipeline. The company was incorporated in 2012 and is
headquartered in Tulsa, Oklahoma. Glass Mountain Holding, LLC
operates as a subsidiary of SemGroup Corporation.



GONZO PACIFIC: Taps Peggy-An Hoekstra RB as Broker
--------------------------------------------------
Gonzo Pacific, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Hawaii to hire Peggy-An Hoekstra RB as broker.

The firm will assist the Debtor in the sale of its property located
at 138 Aliiolani Street, Makawao, Hawaii.  The listing price is
$775,000.

The firm will receive a commission of 5% of the sales price.

Peggy-An Hoekstra, a real estate broker, disclosed in a court
filing that her firm has no interest adverse to the Debtor's
estate, creditors or equity holders.

The firm can be reached through:

     Peggy-An Hoekstra
     Peggy-An Hoekstra RB
     P.O. Box 517
     Puunene, HI 96784-0517
     Phone: (808) 344-3214

                       About Gonzo Pacific

Gonzo Pacific, LLC, based in Honolulu, Hawaii, filed a Chapter 11
petition (Bankr. D. Hawaii Case No. 17-00506) on May 23, 2017.
Ramon J. Ferrer, Esq. at the Law Office of Ramon J. Ferrer, serves
as bankruptcy counsel.

The Debtor listed under $1 million in both assets and liabilities.


HALT MEDICAL: Allowed to File Reorganization Plan Until Dec. 8
--------------------------------------------------------------
Judge Laurie Selber Silverstein extended the periods during which
only Halt Medical, Inc. (now known as HMI Liquidating Inc.) may
file and solicit acceptances of a bankruptcy-exit plan through and
including December 8, 2017, and February 6, 2018, respectively.

The Troubled Company Reporter has previously reported that the
Debtor asked the Court for a 60-day extension of the exclusive
periods to file and solicit acceptances of a plan. The Debtor said
it has been able to prosecute its chapter 11 case promptly to date,
and is in the process of preparing a chapter 11 plan to wind down
its case. Specifically, on June 8, 2017, the Court approved the
sale of substantially all of the Debtor's assets, which sale closed
on June 23.

With the sale process completed, the Debtor said it has been
focusing upon winding up this Chapter 11 Case in a responsible,
cost-effective manner. The Debtor said the requested extensions
will foster an efficient plan process, allowing the Debtor to
complete its plan and negotiate with key stakeholders without
upsetting the balance intended by the plan exclusivity accorded to
a Debtor under the Bankruptcy Code.

                 About Halt Medical Inc.

Halt Medical, Inc., a surgical device maker, sought bankruptcy
protection (Bankr. D. Del. Case No. 17-10810) on April 12, 2017.
Kimberly Bridges-Rodriguez, president and CEO, signed the petition.
Judge Laurie S. Silverstein presides over the case.  At the time of
the filing, the Debtor estimated $1 million to $10 million in
assets and $100 million to $500 million in liabilities.

The Debtor is represented by Steven K. Kortanek, Patricia A.
Jackson and Joseph N. Argentina Jr. of Drinker Biddle & Reath LLP,
and Robert L. Eisenbach III and Michael Klein of Cooley LLP.
Canaccord Genuity Inc. serves as the Debtor's investment banker,
and Donlin, Recano & Company, Inc., is the claims and noticing
agent.

The U.S. Trustee has been unable to form an official unsecured
creditors committee in the case.

                            *     *     *

U.S. Bankruptcy Judge Laurie Selber Silverstein approved the sale
of the Debtor's assets to its post-petition lender, Acessa AssetCo
LLC.  The buyer served as stalking horse bidder and was the lone
bidder.

According to a Bankruptcy Law360 report, Halt Medical sought
bankruptcy protection in April with $156.3 million in debt. The
Chapter 11 filing followed an abrupt cutoff of financing by
longtime private equity investor American Capital Ltd., which
itself was acquired by Ares Capital Ltd.

The DIP lender and stalking horse bidder is represented by Adam
Landis and Kerri Mumford of Landis Rath & Cobb LLP.


HARBORSIDE ASSOCIATES: May Continue Using Cash Until Jan. 30
------------------------------------------------------------
Judge Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut has entered a third interim order
authorizing Harborside Associates, LLC, to use any cash collateral,
including rental proceeds, in accordance with the budget,
commencing December 1, 2017 through January 30, 2018.

The Court acknowledged that the use of cash collateral for tax
payments and U.S. Trustee fee payments identified in the Budget is
necessary to prevent irreparable harm to the estate. The Budget
provides total monthly expenses of $20,156.

In exchange for the preliminary use of cash collateral by the
Debtor, Sioux, LLC is granted replacement and/or substitute liens
in post-petition cash collateral, and such replacement liens will
have the same validity, extent, and priority that Sioux possessed
such liens on the Petition Date.

A further hearing on the continued use of cash collateral has been
scheduled for January 23, 2018 at 11:00 a.m.

A copy of the third interim order is available for free at:

                http://bankrupt.com/misc/ctb17-50749-90.pdf

                   About Harborside Associates

Harborside Associates, LLC, a single asset real estate as defined
in 11 U.S.C. Section 101(51B), owns real property located at 946
Ferry Boulevard, Stratford, Connecticut.

Harborside Associates first sought bankruptcy protection (Bankr. D.
Conn. Case No. 11-50738) on April 12, 2017.

Harborside Associates filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 17-50749) on June 28, 2017.  The petition was signed by
Luciano Coletta, duly authorized member of Hermanos, LLC.  The
Debtor estimated $1 million to $10 million in assets and
liabilities.

Judge Julie A. Manning presides over the case.

Douglas S. Skalka, Esq., at Neubert Pepe & Monteith, P.C., serves
as bankruptcy counsel to the Debtor.


HOAG URGENT: Needs Time to Resolve Sublease Dispute, File Plan
--------------------------------------------------------------
Hoag Urgent Care-Tustin, Inc., and its debtor-affiliates request
the U.S. Bankruptcy Court for the Central District of California to
extend the exclusive periods in which the Debtors alone may propose
and solicit approval of a plan of reorganization by 120 days
through March 31 and May 31, 2018, respectively.

A hearing on the Debtor's request will be held January 10, 2017 at
10:00 a.m., or as soon thereafter as the matter may be heard.

The Debtors own and operate five urgent care clinics located
throughout Southern California. Three of the Clinics operate under
the name "Hoag Urgent Care" pursuant to a series of subleases and
sub-subleases with Newport Healthcare Center, LLC, an affiliate or
subsidiary of Hoag Memorial Hospital Presbyterian.

The Debtors have not previously sought or obtained any extension of
the exclusivity periods.

Since the outset of the Bankruptcy Cases, the Debtors relate that
they have worked diligently to evaluate operational capabilities
and potential exit strategies. While the Debtors have primarily
pursued a controlled liquidation of some or all of the Debtors
and/or their assets, the Debtors claim that they have enacted
numerous changes to operations in an effort to generate sufficient
revenues to maintain operations while recommencing debt servicing
and paying other deferred obligations.

Simultaneously, the Debtors tell the Court that they redoubled
their efforts to market the Debtors and/or their assets for sale.
In addition to continuing internal efforts to market the Debtors
for sale, the Debtors consulted with Keen-Summit Capital Partners
LLC and, ultimately, retained Keen-Summit as investment banker to
market and solicit offers for the acquisition of the Debtors and/or
their assets.

As a result of the Debtors' efforts in tandem with Keen-Summit, the
Debtors have received a number of proposals for the acquisition of
the Debtors and/or their assets. After evaluating the proposals,
the Debtors filed a motion to approve Marque Medical Clinic, Inc.
and Marque Medical, LLC as the stalking horse bidder for the
Debtors and/or their assets and the proposed bidding procedures,
which the Court granted thereafter. Following the approval as
stalking horse bidder, the Debtors contend that they have worked
closely with Marque Medical to provide salient information and
documentation and negotiate a more formal agreement memorializing
the envisioned transaction.

Regrettably, due to the pending dispute with Newport Healthcare
Center and Hoag Memorial Hospital regarding the assumption of the
Subleases -- thus, the unsettled question of the ability to freely
transfer the Hoag Debtors and/or their assets -- Marque Medical
withdrew the letter of intent as initially presented.

As such, while the Debtors may be able to administer the principal
assets of the estates through the consummation of a sale at the
upcoming auction (which is currently scheduled for December 13,
2017), the Debtors must protect their interests and the interests
of the creditors by preserving their exclusive right to propose and
seek confirmation of a plan of reorganization or liquidation in the
event a sale is not consummated.

              About Hoag Urgent Care-Tustin Inc.

Hoag Urgent Care-Tustin, Inc. and its affiliates operate five
urgent care clinics located throughout Southern California.

The Debtors filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal.
Case No. 17-13077) on Aug. 2, 2017.  The petitions were signed by
Dr. Robert C. Amster, president.

The Debtors disclosed that they had estimated assets and
liabilities of $1 million to $10 million.

Judge Theodor Albert presides over the cases.  The Debtors hired
Keen-Summit Capital Partners LLC as investment banker; and
Grobstein Teeple LLP as their accountants.


HOME TRUST: S&P Raises CCR to 'B+' on Improvements in Liquidity
---------------------------------------------------------------
S&P Global Ratings said it raised its long-term issuer credit
rating (ICR) on Toronto-based Home Trust Co. to 'B+' from 'B-'. The
'B-' ICR on parent Home Capital Group Inc. (HCG) and the 'B'
short-term ICR on both entities are unchanged. S&P Global Ratings
also raised its ratings on Home Trust's senior unsecured debt and
certificates of deposits to 'B+' from 'B-'.

The outlook on S&P's long-term ratings remains positive.

S&P said, "Since our last rating action on June 23, 2017, we have
observed several positive developments regarding the
creditworthiness of HCG that we believe substantially mitigate the
bank's near-term uncertainties. The company has lowered its
liquidity risk by divesting some non-core portfolios and paying
down balances on available lines of credit, stabilized its core
deposit franchise, hired a new management team, and elected some
new members to the board of directors, all while maintaining
favorable and stable asset quality metrics. Finally, we believe
that with these governance changes, including the appointment of a
new CEO and CFO, transitional elements no longer constrain the
rating.

"Our revised funding and liquidity assessment of moderate factors
in the improvements the company has made to its liquidity profile
since June 23. The company's aggregate liquidity resources totaled
C$2.67 billion at third-quarter 2017 (14% of assets), compared with
C$1.74 billion at second-quarter 2017 (8.7% of assets). As
expected, the bank successfully completed a first-round equity
investment by Berkshire Hathaway Inc. (BRK) on June 29, totaling
C$153 million in acquired common shares, or approximately a 20%
stake in the company. The company also sold a portion of its
commercial mortgage portfolio in three tranches, generating
additional liquidity. These actions enabled HCG to fully repay in
July the balance on the C$2 billion credit facility extended by
BRK, which now remains fully available until it matures on June 28,
2018. Excluding the credit facility, the company's broad liquid
assets to short-term wholesale funding, a measure we use to
estimate liquidity, improved to 2.7x as of September 2017 compared
with 0.75x a quarter earlier.     

"With respect to funding, we note the company has seen inflows to
its proprietary deposit channel as depositor confidence has
increased. For example, Oaken Financial's deposits increased 25% to
C$2 billion in the four months between May and September. Demand
deposits also notably increased by 18.3% in the third quarter.
While the company continues to make some headway in attracting
longer-tenor deposit funding, we believe its significant reliance
on a brokered network and the relative lack of funding
diversification remain a rating constraint vis-à-vis other rated
peers.

"The positive outlook implies at least a one-in-three chance that
we could raise the long-term ratings within one year. We could
raise our ratings on HCG if we gain more clarity regarding the
company's long-term strategic direction such that we have more
comfort in the bank's projected S&P Global Ratings' risk-adjusted
capital (RAC) ratio remaining sustainably above 15%, or if HCG
demonstrates a meaningful and sustained pickup in origination
volumes while maintaining stable asset quality metrics and no
material change in risk profile. We could also raise the ratings if
we see further funding diversification and deposit inflows at more
normalized rates for a sustained period.

"We could revise the outlook to stable if we were to become
convinced that our projected RAC is unlikely to sustainably exceed
15% or lower the ratings if HCG were to experience continued
instability in its senior executive team or its board of directors,
or if the company's funding and liquidity profile were to reverse
and deteriorate. We could also lower the ratings if asset quality
were to decline measurably, relative to historical trends and
peers."

Home Trust Company provides financial product and service
alternatives that include mortgages, Visa cards, deposits, and
retail credit services in Canada. It offers mortgage for property
purchases and refinancing; short term and long term deposits; and
retail credit services, including home improvement programs and
receivables purchase plans. The company serves self-employed
entrepreneurs, people with past credit issues, and borrowers with
equity in their property who do not qualify due to lack of provable
income or little credit history. Home Trust Company was formerly
known as Home Savings and Loan Corporation and changed its name to
Home Trust Company in March 2000. The company was incorporated in
1977 and is based in Toronto, Canada with additional offices in
Vancouver, Calgary, Montreal, and Halifax, Canada. Home Trust
Company operates as a subsidiary of Home Capital Group Inc.



ITRON INC: Moody's Reinstates 'Ba3' CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service reinstated the Corporate Family Rating
("CFR") and Probability of Default Rating ("PDR") of Itron, Inc. at
Ba3 and Ba3-PD, respectively. Concurrently, Moody's assigned a B2
rating to the company's proposed $300 million senior unsecured
notes, and a Speculative Grade Liquidity ("SGL") rating of SGL-2,
reflecting Itron's good liquidity. The ratings outlook is stable.

Proceeds from $1.15 billion of new secured credit facilities
(unrated) and the $300 million of senior unsecured notes as well as
approximately $90 million of balance sheet cash will be used to
fund Itron's proposed acquisition of Silver Spring Networks, Inc.
("Silver Spring"), refinance Itron's existing debt and pay
transaction fees and expenses. The acquisition purchase price
approximates $778 million (net of cash and excluding $43 million of
estimated fair value of unvested management equity awards for
post-merger service).

Approval by regulators and closing of the acquisition are
conditions to closing of the financing transactions. The
acquisition is expected to close in early 2018.

Moody's reinstated the following ratings of Itron, Inc.:

Corporate Family Rating, at Ba3

Probability of Default Rating, at Ba3-PD

Moody's assigned the following ratings to Itron, Inc.:

$300 million senior unsecured notes due 2025, at B2 (LGD5)

Speculative Grade Liquidity, at SGL-2

Outlook, stable

RATINGS RATIONALE

Itron's Ba3 CFR reflects Moody's expectation that the company will
meaningfully de-lever from the high debt level that will exist at
the close of the proposed transactions. Pro forma adjusted debt to
EBITDA (including Moody's standard pension and lease adjustments
and reducing EBITDA by cash outlays for software development) and
exclusive of synergies stands at 5.7 times. Moody's expects the
company to reduce financial leverage to the 4.0 times range within
12-to-18 months through meaningful debt repayment, the conversion
of backlog to revenues as well as the realization of operating
efficiencies and synergies. The ratings incorporate Moody's
expectation that the company will use its healthy free cash flow
generation to meaningfully repay elevated debt levels. Itron's
commitment to reduce net debt-to-EBITDA (based on the company's
calculation) below 2.0 times within two years of the transaction
from approximately 3.2 times at the close is an important rating
consideration given the high initial leverage. A sizable amount of
pre-payable bank debt including revolver draws and an amortizing
term loan A support the commitment to reduce leverage.

Itron has a well-established market position as a provider of
technology and services to electric, gas and water utilities and
municipalities. The ongoing trend in the industry towards smart
meters and other technology platforms that serve to improve the
efficiency of electricity and water consumption and the
connectivity of different platforms bode favorably for the
company's growth prospects over the next three to five years. The
company has also recently undertaken a number of restructuring
actions that should contribute to margin improvement within the
next 12-18 months.

The acquisition of Silver Spring Networks will enhance the
company's business profile and market position by allowing the
company to further capitalize on growth in the IoT "Internet of
Things" technology trend. Silver Spring's network technology and
secure data platform enhance IoT communications and
interconnectivity related to the infrastructure of utilities and
municipalities. Additionally, Silver Spring reported a sizable
backlog at $1.2 billion that should support the growth in EBITDA
anticipated over the next eighteen months as this backlog is
converted to sales and earnings growth. Pro forma for the
acquisition, the company's geographic revenue mix in the U.S. will
increase moderately to just over 60%. However, Silver Spring has
been focused on growing its global presence.

The ratings also incorporate the relatively high degree of variance
in sales and operating results from period to period including in
individual quarters. One of the main contributors to this variation
is the unpredictability of when large projects come to fruition and
the timing of replacement of similarly sized projects. The most
recent reported quarter for both Itron and Silver Spring reflect
the effects on the overall industry from some of these
timing-related variables.

The acquisition also increases Itron's pro forma reported revenue
base by almost 20% to approximately $2.4 billion from $2.0 billion
currently. The ratings recognize the company's historically
conservative balance sheet management. Fluctuations in
peak-to-trough metrics increase the importance of Itron's good
liquidity, management's prudent financial policy and sound balance
sheet management.

Itron's SGL-2 rating reflects Moody's expectation that the company
will maintain good liquidity over the next 12-to-18 months
supported by healthy free cash flow generation, good revolver
availability and financial ratio covenant headroom. The ratings
factor in Moody's projection that the company will generate over
$100 million of free cash flow over the next 12-to-18 months. As
part of the proposed transaction, the company is anticipated to
have access to a $500 million revolving credit facility (roughly
$125 million drawn at close) as a source of external liquidity with
pro forma cash balances approximating $50 million and expected to
build to Itron's historical levels exceeding $100 million. The
company is anticipated to have good covenant headroom over the
intermediate term.

Itron's B2 senior unsecured notes rating is reflective of the
notes' effective subordination to the sizable amount of senior
secured bank debt.

The stable outlook reflects Moody's expectation that adjusted debt
to EBITDA will decline towards 4.0 times over the next 12-to-18
months, driven by meaningful debt repayment as well as increased
profitability derived from operating efficiencies to be generated
from the combination of the two entities and the benefits of
Itron's implemented restructuring actions.

Moody's could downgrade the ratings if the company does not make
steady progress towards reducing adjusted debt/EBITDA to a 4.0
times range or lower, experiences integration challenges or if free
cash flow to adjusted debt falls below 10%.

An upgrade would be considered if the company meaningfully reduces
elevated debt levels, end-markets improve such that revenues are on
a demonstrated upward trajectory and the company executes on margin
improvement. In addition, adjusted debt-to-EBITDA and free cash
flow to debt that are expected to be sustained below 3.0 times and
at least in the mid-teens, respectively, would be supportive of
higher ratings.

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

Headquartered in Liberty Lake, Washington, Itron is a leading
provider of metering and related communication systems to electric,
gas and water utilities globally. Pro forma for the proposed
acquisition of Silver Spring, annual revenues for the
publicly-traded company approximate $2.4 billion.


JACOB WIRTH: Taps Boston Restaurant Group as Broker
---------------------------------------------------
Jacob Wirth Restaurant Company, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to hire The
Boston Restaurant Group Inc. as broker.

The firm will assist the Debtor in the sale of its restaurant
located along Stuart Street, Boston.  BRG will receive a commission
of 7% of the gross sales price or a minimum fee of $50,000.

BRG is not a creditor and has no connection with any party in the
Debtor's bankruptcy case, according to court filings.

The firm can be reached through:

     Charles Perkins
     The Boston Restaurant Group Inc.
     32 Lawrence Road
     Boxford, MA 01921
     Phone: (978) 887-9895
     Fax: (978) 887-0219
     Email: cperkins@bostonrestaurantgroup.com

             About Jacob Wirth Restaurant Company LLC

Jacob Wirth Restaurant Company, LLC is a German-American restaurant
and bar located at 37 Stuart Street in Boston, Massachusetts.
Founded in 1868, Jacob Wirth is one of the oldest restaurants in
Boston serving a menu of traditional German specialties and current
American favorites.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Mass. Case No. 17-14263) on November 15, 2017.
Kevin W. Fitzgerald, its manager and member, signed the petition.

At the time of the filing, the Debtor disclosed that it had
estimated assets of $100 million to $500 million and liabilities of
$1 million to $10 million.

Judge Melvin S. Hoffman presides over the case.


JELD-WEN INC: Moody's Hikes Corporate Family Rating to Ba3
----------------------------------------------------------
Moody's Investors Service upgraded JELD-WEN, Inc.'s Corporate
Family Rating to Ba3 from B1 and its Probability of Default Rating
to Ba3-PD from B1-PD. Concurrently, Moody's assigned a Ba2 rating
to the company's $440 million amended and extended senior secured
term loan due 2024 and B1 ratings to two series of senior unsecured
notes maturing 2025 and 2027. Moody's assigned a Speculative Grade
Liquidity (SGL) Rating of SGL-2 to JELD-WEN. The rating outlook is
stable.

The proceeds from the two series of unsecured notes totaling $800
million will be used to reduce outstandings under the company's
term loan to $440 million from $1,227 million (funded debt) as
JELD-WEN seeks to stagger its debt maturity profile. $400 million
of the unsecured notes is due in 2025 and $400 million due in 2027;
the term loan is due in 2024.

The upgrade of the Corporate Family Rating predicated on Moody's
expectation that JELD-WEN will continue to outpace the industry
average growth rates. Moreover, JELD-WEN key credit metrics are now
more in line with a Ba rated entity than with a B rated company.

Moody's took the following rating actions on JELD-WEN, Inc.:

Upgrades:

Issuer: JELD-WEN, Inc.

-- Corporate Family Rating, Upgraded to Ba3 from B1

-- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

Assignments:

Issuer: JELD-WEN, Inc.

-- Senior Secured Bank Credit Facility, Assigned Ba2 (LGD 2)

-- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD 5)

-- Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: JELD-WEN, Inc.

-- Outlook, Remains Stable

RATINGS RATIONALE

The Ba3 Corporate Family Rating is supported by the company's
financial policy geared toward lowering debt leverage. For 2017,
debt/EBITDA is anticipated to be slightly below 3x. Furthermore,
the Ba3 rating is also supported by JELD-WEN's globally diversified
end markets with operations in 19 different countries. With sales
expected to exceed $3.7 billion in 2017, JELD-WEN achieves
significant scale in its manufacturing and purchasing. Furthermore,
it holds a strong competitive position in each of its segments,
particularly in residential doors, where it is the first or second
largest player in North America, Australia, and its European end
markets. The Ba3 rating is also supported by JELD-WEN's improving
margins. The company is putting an emphasis on lowering supply cost
through centralization and contract renegotiations and Moody's
anticipate EBITA margins to exceed 10% in 2018 compared to only 6%
in 2016. In addition, private equity ownership has now been reduced
to low 30% area.

At the same time, the rating is constrained by the company's
exposure to the cyclical new residential construction industry and
somewhat aggressive M&A strategy. Furthermore, the building
products sector in which JELD-WEN operates in, is very competitive
and has experienced severe pricing volatility in prior years.

The stable rating outlook is based on Moody's expectations that
amidst a favorable operating environment, particularly in the North
American new housing and repair and remodeling markets, JELD-WEN
should continue to improve its operating performance.

The ratings could be upgraded if adjusted debt to EBITDA is
sustained below 2x and EBITA interest coverage is sustained above
5.5x. In addition, the upgrade will take into consideration the
company's financial policy, acquisition strategy, as well as
industry conditions.

The ratings may be downgraded if the company's liquidity weakens,
or if credit metrics weaken such that debt to EBITDA is sustained
above 4.0x or adjusted EBITA interest coverage is sustained below
3.0x.

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

JELD-WEN, Inc., with corporate offices in Charlotte, North
Carolina, is a vertically integrated manufacturer of doors and
windows that are marketed primarily under the JELD-WEN brand names
in the U.S. and Canada and under a variety of names in Europe, and
Australia. Net revenue for the 12 months ended September 30, 2017
totaled approximately $3.76 billion.


JELD-WEN INC: S&P Raises CCR to 'BB-' on Reduced Leverage
---------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on JELD-WEN
Inc. to 'BB-' from 'B+'. The outlook is stable.

S&P said, "In addition, we raised our issue-level rating on
JELD-WEN'S $440 million senior secured term loan due 2024 to 'BB+'
from 'BB-'. We revised the recovery rating on the term loan to '1'
from '2', indicating our expectation for very high (90%-100%;
rounded estimate: 95%) recovery for lenders in the event of a
payment default.

"In addition, we assigned our 'BB-' issue-level rating to
JELD-WEN's proposed $400 million senior unsecured notes due 2025
and proposed $400 million senior unsecured notes 2027. The recovery
rating is '3', indicating our expectation for meaningful (50%-70%;
rounded estimate: 65%) recovery for noteholders in the event of a
payment default.

"Our upgrade of JELD-WEN to 'BB-' from 'B+' follows the company's
completion of a secondary equity offering, resulting in financial
sponsor Onex Corp. reducing its ownership stake to approximately
31% from about 45%. As a result, we expect the company will pursue
a more prudent financial policy because it is no longer controlled
by a financial sponsor.

"The stable outlook reflects our view that JELD-WEN will maintain
debt to EBITDA well below 4x and lower it to below 3x by the end of
2018 as a result of the effects of recent acquisitions, favorable
pricing, and cost-saving initiatives. While we believe the company
will continue to be acquisitive, we expect leverage will remain
below 3x, even with anticipated annual acquisition spending similar
to that of 2017 to date.

"We could lower the rating on JELD-WEN if its leverage approached
4x over the next 12 months. This could happen if the company used
debt to fund shareholder returns or large acquisitions. Another
scenario that would result in leverage approaching 4x would be a
sharp decline in profitability--by at least 2%--on account of
unanticipated cost inflation that the company is unable to pass on
to customers, an unexpected pull back in new housing construction
in the U.S., foreign exchange headwinds, and longer and more costly
issues related to acquisition integration.

"We believe JELD-WEN would need to sustain debt to EBITDA below the
mid-2x area in order for us to contemplate an upgrade.
We could also raise our rating within the next 12 months if the
company expanded its product offering or increased its product
diversity (likely through acquisitions) while continuing to improve
its operating margins. While we believe the company will be able to
increase its EBITDA margins toward its target 15%-20% range, such a
significant margin expansion appears unlikely in the next 12
months."

JELD-WEN, Inc. manufactures and distributes windows, doors, and
treated composite trim and panels for homes and commercial
buildings. JELD-WEN, inc. was founded in 1960 and is based in
Charlotte, North Carolina. It has locations in the Americas,
Europe, Asia, and Australia. JELD-WEN, inc. operates as a
subsidiary of JELD-WEN Holding, inc.


JG WENTWORTH: Moody's Lowers Corporate Family Rating to C
---------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
J.G. Wentworth Company's ("JGW") and the senior secured rating of
its subsidiary Orchard Acquisition Company, LLC, to C from Caa3,
and revised the outlook on the ratings to Stable from Negative.

RATINGS RATIONALE

The downgrade of JGW's ratings follows the company's announcement
on 9 November that it had entered into a restructuring support
agreement with more than 87% of its $449.5 million senior secured
term loan lenders. The company's actions increase creditors'
probability of loss and potential loss severity. The restructuring
is expected to occur through a pre-packaged Chapter 11 plan of
reorganization.

The restructuring proposes that in exchange for extinguishment of
the debt the senior term loan lenders receive 95.5% of the new
common equity of the reorganized entity, as well as cash
consideration in the amount equal to the lesser of a) $45 million
and b) the aggregate amount such that at least $50 million of pro
forma liquidity shall be maintained on the company's consolidated
balance sheet, reflecting a material loss for lenders.

The C senior secured rating reflects a loss expectation of more
than 65%.

Moody's expect to withdraw the company's ratings upon the filing of
the Chapter 11 plan of reorganization.

The stable outlook reflects Moody's expectation that the impact of
the filing on day-to-day operations will be more limited since the
company's operating subsidiaries will not be part of the filing and
no other credit facilities of JGW that fund the company's
day-to-day operations will be affected by the restructuring.

The ratings could be upgraded if the expected recovery were to
increase.

The principal methodology used in these ratings was Finance
Companies published in December 2016.


KP-SA MANAGEMENT: Taps Joyce W. Lindauer as Legal Counsel
---------------------------------------------------------
KP-SA Management, LLC seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to hire Joyce W. Lindauer
Attorney, PLLC as its legal counsel.

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

Lindauer's hourly rates are:

     Joyce Lindauer             $395
     Sarah Cox                  $225
     Jeffery Veteto             $195
     Paralegals           $65 - $125
     Legal Assistants     $65 - $125

The firm received a retainer of $11,717, which included the filing
fee of $1,717.

Ms. Lindauer disclosed in a court filing that all members and
contract attorneys of her firm are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Joyce W. Lindauer, Esq.
     Sarah M. Cox, Esq.
     Jeffery M. Veteto, Esq.
     Joyce W. Lindauer Attorney, PLLC
     12720 Hillcrest Road, Suite 625
     Dallas, TX 75230
     Tel: (972) 503-4033
     Fax: (972) 503-4034
     Email: joyce@joycelindauer.com

                    About KP-SA Management LLC

Based in Grand Prairie, Texas, KP-SA Management, LLC is a
privately-held company in the management, scientific and technical
consulting services industry.

KP-SA Management sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52726) on November
29, 2017.  Thang Pham, its president, signed the petition.

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

Judge Craig A. Gargotta presides over the case.


LIBERTY TIRE: S&P Places 'CC' CCR on Watch Neg. On Exchange Offer
-----------------------------------------------------------------
U.S.-based tire collection and recycling services provider Liberty
Tire Recycling Holdco LLC recently announced an exchange offer for
its payment-in-kind (PIK) notes due 2021.

S&P Global Ratings its corporate credit rating on Liberty Tire
Recycling Holdco LLC to 'CC' from 'B-' and placed the corporate
credit rating on CreditWatch with negative implications.

S&P said, "At the same time, we affirmed our 'B-' issue-level
rating on the company's existing term loan B. The '3' recovery
rating remains unchanged, indicating our expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery in the event of a
default."

On Nov. 29, 2017, Liberty offered to exchange $60 million of new
PIK notes due 2023 and equity for any and all of its outstanding
$175 million PIK notes due 2021. Following the exchange offer, the
company plans to repay the borrowings on its existing $170 million
term loan due 2020 with the proceeds from a new $180 million term
loan and cash on hand. S&P also expect the company to
simultaneously amend its existing $35 million asset-based lending
(ABL) revolving credit facility due 2020. The final expiration date
for the offer will be Dec. 27, 2017, unless it is extended or
terminated earlier. In the event that the exchange offer is not
completed, the company has stated that it may pursue other
restructuring alternatives, including filing for bankruptcy.

S&P said, "Once the transaction is complete, we expect to lower our
corporate credit rating on Liberty to 'SD'. According to our
criteria, we view the below-par tender of debt as distressed.
Therefore, we consider the exchange as tantamount to a default on
the company's obligations.

"The CreditWatch negative placement reflects that we expect to
lower our corporate credit rating on Liberty to 'SD' following the
completion of the exchange offer.

"At that time, we will reassess the company's capital structure,
liquidity, and earnings profile."

Liberty Tire Recycling LLC operates as a tire recycling company in
North America. The company collects and recycles car, truck, and
tractor scrap tires to reuse as the base of eco-friendly products;
and offers remediation services to dump sites littered with scrap
tires. Its recycled rubber products include crumb rubber and
industrial feedstock for use by manufacturers; rubber mulch for use
in landscaping and playground applications; tire derived fuel for
use in the industry; and tire derived aggregate for use in civil
engineering applications. The company also produces rubberized
asphalt, which is used as high-performance alternative to
traditional paving material. Liberty Tire Recycling LLC was founded
in 2000 and is based in Pittsburgh, Pennsylvania with additional
locations in the United States.


LIGNUS INC: Taps Integro Consultants as Accountant
--------------------------------------------------
Lignus, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of California to hire Integro Consultants as its
accountant.

The firm will provide tax-related advice; assist the Debtor in the
preparation of its tax returns; and provide other accounting
services related to its Chapter 11 case.

Integro Consultants will be paid a flat fee of $1,100 for the
preparation of the Debtor's annual income tax return.  Victor Diaz,
principal of the firm, will charge an hourly fee of $150 for
accounting and consulting services.

Mr. Diaz disclosed in a court filing that he and other employees of
his firm do not hold or represent any interest adverse to the
Debtor's estate.

Integro Consultants can be reached through:

     Victor M. Diaz
     Integro Consultants
     2445 Fifth Avenue, Suite 420
     San Diego, CA 92101
     Phone: (619) 230-0707
     Toll Free No: 1 844-730-0707
     Email: vdiaz@integroconsultants.com
     Email: info@integroconsultants.com

                        About Lignus Inc.

Established in 2004, Lignus, Inc. is a privately held company
engaged in the lumber, plywood, and millwork trade.

Lignus, Inc., filed a Chapter 11 petition (Bankr. S.D. Cal. Case
No. 17-05475) on Sept. 8, 2017.  The petition was signed by Jose
Gaitan, CFO.  At the time of filing, the Debtor estimated both
assets and liabilities between $1 million and $10 million.

The case is assigned to Judge Christopher B. Latham.  The Law
Offices of Kit J. Gardner is the Debtor's bankruptcy counsel.


LNB-015-13 LLC: Plan Exclusivity Period Extended Through Jan. 16
----------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida, at the behest of LNB-015-13 LLC, has extended
its exclusivity period for filing a Chapter 11 Plan and Disclosure
Statement until January 16, 2018, without prejudice to an
additional request to extend the deadline if deemed warranted.

                      About LNB-015-13 LLC

LNB-015-13, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-19226) on July 22,
2017.  The petition was signed by Harel Bitton, its authorized
representative.  

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

Joel M. Aresty P.A. represents the Debtor as bankruptcy counsel.
       
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of LNB-015-13, LLC as of Oct. 11,
according to a court docket.


LTD MANAGEMENT: May Use Up to $9,431 Cash Until Jan. 31
-------------------------------------------------------
Judge Michael A. Fagone of the U.S. Bankruptcy Court for the
District of New Hampshire authorized LTD Management, Inc., to use
and expend up to $9,431 during the use period December 1, 2017,
through January 31, 2018, in the ordinary course of business to the
extent provided by a budget.

The next motion for continued use cash collateral is due January
10, 2018. The deadlines for objections will be January 17 and a
contingent hearing will be held on January 24 at 9:00 a.m.

Each record holder of a lien on the cash collateral is granted a
replacement lien in, to, and on the Debtor's post-petition property
of the same kinds and types as the collateral in, to and on which
it held valid and enforceable, perfected liens on the Petition
Date.

A full-text copy of the Court's Order is available at:

             http://bankrupt.com/misc/nhb17-10684-80.pdf

                       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: Committee Taps Province as Financial Advisor
-------------------------------------------------------------
The official committee of unsecured creditors of Mac Acquisition
LLC seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Province, Inc. as its financial advisor.

The firm will assist the committee in reviewing the financial
reports of Mac Acquisition and its affiliates; monitor the sale
process; advise the committee in its negotiations with the Debtors;
assist in the preparation of its own bankruptcy plan; and provide
other legal services related to the Debtors' Chapter 11 cases.

The firm's hourly rates are:

     Principal             $690 - $745
     Managing Director     $580 - $630
     Senior Director       $540 - $570
     Director              $470 - $530
     Sr. Associate         $375 - $460
     Associate             $340 - $390
     Analyst               $270 - $330
     Paraprofessional             $150

Paul Huygens, principal of Province, disclosed in a court filing
that he and his firm do not have any connection with the Debtors or
any of their creditors.

The firm can be reached through:

     Paul Huygens
     Province, Inc.
     2360 Corporate Circle, Suite 330
     Henderson, NV 89074
     Phone: 702-685-5555

                      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, as financial
advisor; and Duff & Phelps Securities, LLC as financial advisor and
investment banker.  Donlin, Recano & Company, Inc., is the claims
agent.

On October 30, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Kelley Drye & Warren LLP as its lead counsel, and Bayard, P.A. as
co-counsel with Kelley Drye.


MARKS FAMILY: Plan Exclusivity Period Extended Through May 9
------------------------------------------------------------
The Hon. Susan V. Kelley of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin has extended Marks Family Trucking,
LLC's exclusive period for filing a chapter 11 plan to May 9, 2018,
and the period to solicit acceptances of such plan to July 9,
2018.

The Troubled Company Reporter has previously reported that the
Debtor sought exclusivity extension so as to allow it time to
determine priority tax claims and to decide whether all claims can
be paid in full.

During the course of the Chapter 11 case, the Debtor sought
permission to sell essentially all of its tractors and trailers at
auction.  The auction took place on Nov. 3, 2017, pursuant to a
Court order. The Debtor claimed that unsecured claims in the case
are minimal as the secured claims have been paid.

The Debtor also has remaining assets consisting of real estate and
accounts receivable. The Debtor believes that litigation may be
necessary to collect the outstanding accounts receivable.

                   About Marks Family Trucking

Marks Family Trucking, LLC, is engaged in contract truck hauling.
The Company owns a fee simple interest in a property located at
5230 E. Burnett Street, Beaver Dam, Wisconsin -- office, garage and
yard -- from which it operated.  It paid $350,000 for the property
five years ago and the current value is thought to be at least this
much.

Marks Family Trucking sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Wis. Case No. 17-26876) on July 13,
2017.  Rebecca L. Marks, its manager, signed the petition.

The Debtor hired Steinhilber Swanson LLP as counsel.

The Debtor disclosed $1.65 million in assets and $969,984 in
liabilities as of the bankruptcy filing.

Judge Susan V. Kelley presides over the case.

On Aug. 11, 2017, the Court appointed Auction Specialists as
auctioneer.


MCAFEE LLC: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service affirmed McAfee LLC's B2 Corporate Family
Rating following its announcement of financing plans for the
acquisition of Skyhigh Networks. Moody's also affirmed the B1
senior secured first lien debt ratings and Caa1 second lien debt
rating. McAfee is upsizing its first lien debt facilities by $500
million to finance the acquisition. The ratings outlook remains
stable.

Ratings Rationale

The acquisition of Skyhigh appears to be a solid strategic addition
bringing a well positioned cloud security offering to McAfee's
strong endpoint and data protection security line-up. The
acquisition also appears defensive, as its largest competitor,
Symantec, acquired a strong cloud access security broker platform
with its 2016 Blue Coat acquisition. Though leverage increases and
cash flow modestly weakens initially, the company will be better
positioned with greater potential revenue and cash flow in later
years.

McAfee B2 Corporate Family Rating reflects the company's high
leverage, limited cash equity in the capital structure, significant
cost takeout program and short financial history as a stand-alone
company. The credit profile is supported by the company's leading
position across the consumer and enterprise endpoint security
markets, track record of steady revenue growth, Intel's ongoing
ownership stake, an expectation that leverage will improve towards
6.5x over the next 12-18 months and a solid liquidity position
including strong cash balances. McAfee has grown at moderate rates
since 2014 and Moody's expects low to mid-single digit growth rates
over the next several years. The majority of McAfee's sales come
from its significant installed base and reflect relatively strong
renewal rates. Pro forma leverage at closing of the Skyhigh
acquisition is approximately 8.6x excluding certain one-time costs
and Intel corporate allocations (and over 18x including those
items). The sponsors have enacted a cost savings plan since the
April 2017 acquisition, which combined with a favorable growth
outlook has the potential to drive leverage to 6.5x over next 12-18
months. Given the significant near term challenges however, the
company is considered weakly positioned in the B2 rating category

Though unlikely in the near term, the ratings could be upgraded if
leverage is sustained below 5x, free cash flow to debt exceeds 10%
and the owners are expected to maintain more conservative financial
policies. The ratings could be downgraded if revenues decline, the
company's market position deteriorates, its strong cash position is
reduced before the company has demonstrated de-leveraging and solid
cash flow, the company makes a debt financed acquisition or
leverage is above 7x or free cash flow to debt is below 5% on other
than a temporary basis.

Liquidity is very good driven by an estimated $250 million of cash
at closing, a partially drawn $500 million revolver (over $400
million of availability expected at closing) and expectations of
positive free cash flow over the next 12-18 months. The revolver
has springing covenants when greater than 35% drawn and is expected
to be fully available during this period.

The following ratings were affirmed:

Affirmations:

Issuer: McAfee, LLC

-- Probability of Default Rating, Affirmed B2-PD

-- Corporate Family Rating, Affirmed B2

-- Senior Secured 1st Lien Bank Credit Facility, Affirmed B1
    (LGD3)

-- Senior Secured 2nd LienBank Credit Facility, Affirmed Caa1
    (LGD6)

Outlook Actions:

Issuer: McAfee, LLC

-- Outlook, Remains Stable

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

McAfee is a leading security software provider to consumer and
corporate customers. The company, headquartered in Santa Clara, CA
had revenues of $2.4 billion for the twelve months ended June 2017.
The company is owned by private equity sponsors TPG and Thoma Bravo
and Intel Corp.


MCAFEE LLC: S&P Affirms 'B-' on $750M Term Loan, Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Santa Clara, Calif.-based
McAfee LLC to Negative. The corporate credit rating remains 'B'.

S&P said, "At the same time, we affirmed our 'B' issue-level rating
and '3' recovery rating on McAfee's $4.15 billion first-lien credit
facilities, which consist of a $500 million five-year revolving
credit facility, a $3.055 billion seven-year term loan (including
the $500 million incremental borrowing), and a EUR507 million term
loan. The '3' recovery rating indicates our expectation for
meaningful recovery (50%-70%; rounded estimate: 65%) of principal
in the event of a payment default.

"We also affirmed our 'B-' issue-level rating and '5' recovery
rating to the company's $750 million second-lien term loan. The '5'
recovery rating indicates our expectation for modest recovery
(10%-30%; rounded estimate: 15%) of principal in the event of a
payment default.

"The revision of the outlook to negative is based on our
expectation that the incremental debt issued to fund this
transaction will raise leverage to nearly 9x (pro forma for 12
months of contribution from Skyhigh Networks) and that a failure to
meet revenue or margin targets over the next year could lead to
leverage sustained over 8x. Additionally, McAfee's EBITDA margins
remain weak considering its scale, and we expect the contribution
of Skyhigh (which currently generates negative EBITDA) to place
continued pressure on margins. We view the company's position as
the second-largest global provider of security software, recent
market share gains in consumer markets, and respectable recurring
revenue base as credit strengths.

"The negative outlook on McAfee reflects our expectation that the
contribution of negative EBITDA from Skyhigh Networks and
incremental debt to fund this acquisition will raise pro forma
leverage to approximately 9x, and that leverage could remain over
8x for a sustained period of time if the firm encounters
operational missteps, cost overruns (including higher than expected
restructuring and severance expense), or engages in any incremental
mergers and acquisitions (M&A) over the near term.

"We would consider a downgrade if leverage appears likely to remain
over 8x beyond the second quarter of 2018. This could result from
slowing demand for legacy enterprise or consumer products, a
failure to grow EBITDA margins, or greater than expected losses at
Skyhigh Networks. Any incremental M&A beyond tuck-in transactions
funded with existing cash balances would also likely lead to a
downgrade.

"Our principal criteria for a stable outlook at the B rating level
consists of leverage below 8x. We believe this would most likely be
achieved through a combination of revenue growth, margin expansion,
and a restrained financial policy.

"Although less probable in our view, accelerated debt repayment
could also support a return to a stable outlook, so long as McAfee
retained sufficient cash balances to maintain adequate liquidity."

McAfee LLC develops and delivers security solutions and services
that protect systems, networks, and mobile devices for business and
personal use in the United States and internationally. McAfee LLC
was formerly known as Intel Security Inc. and changed its name to
McAfee LLC in April 2017. The company was founded in 1987 and is
based in Santa Clara, California.



MCGRAW-HILL EDUCATION: S&P Rates $250MM PIK Toggle Notes 'CCC+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issue-level rating and '6'
recovery rating to MHGE Parent LLC (Holdco)'s proposed $250 million
senior unsecured payment-in-kind (PIK) toggle notes due 2022. The
'6' recovery rating indicates S&P's expectation for negligible
recovery (0%-10%; rounded estimate: 0%) of principal in the event
of a payment default. The company is a subsidiary of McGraw-Hill
Education Inc. (MHE), and MHGE Parent Finance Inc. is a coborrower
of the debt.

MHE also plans to raise a $150 million incremental senior secured
term loan at its operating subsidiary, McGraw-Hill Global Education
Holdings LLC, and use the combined $400 million of proceeds, along
with cash from its balance sheet, to refinance its outstanding $444
million MHGE PIK toggle notes due 2019. At closing, the first-lien
term loan will have $1.705 billion outstanding.

S&P said, "Our existing ratings, including our 'B' corporate credit
rating on MHE, our 'B+' issue-level rating on company's $350
million revolving credit facility due 2021 and first-lien term loan
due 2022, and our 'CCC+' issue-level rating on its $400 million
senior unsecured notes due 2024, are unchanged. McGraw-Hill Global
Education is the borrower on the first-lien credit facility and the
senior unsecured notes.

"Our corporate credit rating on MHE reflects the company's solid
market position as one of the three largest U.S. providers in both
higher education and K-12 education publishing, its narrow focus on
educational learning solutions, its reliance on volatile state and
local budgetary spending that directly affects the K-12 business,
and its high debt leverage, private equity ownership, and
aggressive financial policy. The rating also reflects the intense
competition the company faces from the used and rental textbook
markets, and from new nontraditional education and learning
solution providers."

RATINGS LIST

  McGraw-Hill Education Inc.
   Corporate Credit Rating                 B/Stable/--

  New Ratings

  MHGE Parent LLC (Holdco)
  MHGE Parent Finance Inc.
  Senior Unsecured   
  $250 mil PIK toggle notes due 2022       CCC+
     Recovery Rating                       6(0%)

McGraw-Hill Education, Inc. offers educational materials and
learning solutions worldwide. The company operates through Higher
Education, K – 12, International, Professional, and Other
segments. McGraw-Hill Education, Inc. is based in New York, New
York.


MCGRAW-HILL GLOBAL: Fitch Lowers Longterm IDR to B+; Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of McGraw-Hill Global Education Holdings, LLC (MHGE),
McGraw-Hill Global Education Finance, Inc. (MHGE Finance), MHGE
Parent, LLC (MHGE Parent) and MHGE Parent Finance, Inc. (MHGE
Parent Finance) at 'B+'. MHGE, MHGE Parent and MHGE Parent Finance
are all indirect wholly owned subsidiaries of McGraw-Hill
Education, Inc. (MHE). Fitch has also assigned a 'B/RR5' rating to
MHGE Parent's and MHGE Parent Finance's proposed issuance of senior
unsecured notes due 2022. The Rating Outlook is Stable.

Fitch has downgraded MHGE Parent's and MHGE Parent Finance's senior
unsecured rating to 'B/RR5' from 'B+/RR4' due to the reduced
recovery prospects estimated by Fitch for the unsecured holding
company notes (MHGE HoldCo Notes) under the proposed capital
structure. Fitch note that the company's proposed recapitalization,
combined with MHGE HoldCo Note repurchases completed during fiscal
year (FY) 2017, will reduce MHE's total outstanding debt by
approximately $100 million. However, while the recapitalization
decreases debt at MHGE Parent by an additional $194 million from
the $444 million outstanding as of Nov. 1, 2017, the resultant
increase in senior secured debt reduces Fitch's estimated recovery
value available for the new MHGE HoldCo Notes, thereby driving the
downgrade.

Fitch views this recapitalization positively given the reduction in
total debt outstanding and annual cash interest payments while
pushing out significant funded debt maturities from 2019 to 2022.
Fitch notes that although the company continues to remain focused
on completing an IPO as part of a larger recapitalization, the
timing remains difficult to determine given current market
conditions. The first phase of the company's recapitalization was
completed on May 4, 2016 with the repayment of debt at MHGE and
McGraw-Hill School Education Holdings, LLC (MHSE) using proceeds
from the issuance of new senior secured and unsecured debt at
MHGE.

On Dec. 4, 2017, MHE announced the refinancing of its outstanding
MHGE HoldCo Notes in an effort to further reduce total debt, extend
its maturity profile and reduce total cash interest expense. The
existing MHGE HoldCo Notes will be refinanced with a $150 million
incremental senior secured term loan (as allowed under the existing
credit facility), $250 million of New MHGE HoldCo Notes and $64
million of cash on hand. Both the term loan and the New MHGE HoldCo
Notes are expected to be issued largely under the same terms and
conditions as their respective existing credit facility and
indenture. Pro forma for the recapitalization, Sept. 30, 2017 funds
from operation (FFO) adjusted total leverage declines to 7.1x from
7.2x while FFO adjusted senior leverage increases to 5.7x from
5.3x.

KEY RATING DRIVERS

Diversified Revenue Sources: Following the repayment of its debt,
MHSE became a subsidiary of MHGE, diversifying MHGE's operating and
financial profile and contributing fresh collateral to the new
credit facilities. For the last 12 months (LTM) ended Sept. 30,
2017, MHGE's business profile was: approximately 39% of total
billings are from Higher Ed publishing/solutions, 39% from K-12
education content, 15% from international, which includes sales of
Higher Ed and professional education materials, and 6% from
professional education content and services.

Defensible Market Shares: In the U.S. Higher Ed publishing market,
Fitch believes Pearson Education, Cengage Learning and MHGE
collectively hold more than 75% market share. For the U.S. K-12
publishing market, Fitch believes Pearson Education, Houghton
Mifflin Harcourt and MHSE collectively hold more than 80% market
share. This scale provides meaningful advantages and creates
barriers to entry for new publishers in both segments.

Long-term Digital Opportunity: Fitch believes the transition to
digital will lead to a net benefit and expects MHE to continue
investing in its digital products, including through small bolt-on
acquisitions. Fitch expects print/digital margins to be roughly in
line, as digital textbook price discounts (relative to print) and
interactive user experience investments offset the elimination of
the cost of manufacturing, warehousing and shipping printed
textbooks. In addition, digital products give Higher Ed publishers
a greater opportunity to disintermediate used/rental textbook
sellers.

Strong Upcoming Adoption Calendar: Fitch believes state and
municipal revenues and education budgets will continue to improve
at least through 2020 driven by a strong adoption calendar,
following several years of cyclical weakness. For Higher Ed
publishers, the potential for federal student aid cuts remain an
issue. However, Fitch believes long term Higher Ed enrolment will
continue to grow in the low single digits, as college degrees
continue to be a necessity for many employers.

DERIVATION SUMMARY

McGraw-Hill Global Education (MHGE) is well positioned in the
domestic K-12 and global Higher Ed textbook publisher markets, and
also has global exposure to professional education content and
services. MHGE is one of the top three K-12 and Higher Ed textbook
market publishers, with the top three collectively comprising more
than 75% of each of their addressable markets. This scale provides
meaningful advantages and creates significant barriers to entry to
new or smaller publishers. MHGE has generally outperformed its
competitors over the last few years, despite industry issues that
have resulted in those competitors experiencing ongoing operating
issues. Although MHGE is roughly the same size as Houghton Mifflin
Harcourt (HMH; b+*/Stable) and Cengage Learning (Cengage;
b*/Stable), it has less leverage and better margins and appears to
be better positioned to benefit from improvements in both
segments.

Each of MHGE's larger competitors is experiencing operational
issues as a result of underlying industry issues. K-12 has faced
cyclical headwinds over the last couple of years, pressuring
revenue and FFO metrics. HMH, a K-12 competitor, has had several
management changes, including a new CEO in the first quarter of
2017 (1Q17), and appointed a member of Anchorage Capital Group,
which owns approximately 16% of HMH, to its board. Pearson
Education (Pearson: unrated) announced in March 2017 it was looking
to sell its US K-12 business after a very weak 2016 due to the
industry challenges and slower digital adoption. Higher Ed
experienced heavy textbook returns, although this appears to be
moderating, and enrolment concerns. Pearson has experienced heavier
returns and slower rollout of its digital products than MHGE and
their CEO is under duress. Although Cengage was able to offset some
of the lower enrolment and textbook issues with digital growth, its
CFO recently announced he was leaving at the end of the year due to
a strategic focus shift.

KEY ASSUMPTIONS

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

-- Higher Ed revenue is forecasted to grow low to mid-single
digits annually as digital continues its positive growth trajectory
driven by growing acceptance of adaptive learning solutions. The
K-12 segment is expected to realize meaningful growth in 2018 and
2019 driven by upcoming adoption opportunities and market share
gains. Professional and International revenues are expected to grow
mid-single digits.

-- Deferred revenues continue to grow as a percentage of total
    revenues due to increases in K-12 digital revenues.

-- EBITDA margins are expected to grow driven by the continued
    implementation of cost savings that will more fully flow
    through the financial statements along with K-12 volume gains.

-- $25 million of annual tuck-in acquisitions.

-- Fitch expects IPO completed in 2019 with sufficient proceeds
    to repay the New MHGE HoldCo Notes and the $150 million term
    loan issued as part of this recapitalization.

-- No dividends or share repurchases are contemplated.

-- MHGE generates more than $250 million of free cash flow (FCF)
    annually, exceeding $400 million by 2020.

-- FFO adjusted leverage falls below 5x in 2018, declining below
    4x by 2019 following the IPO-financed debt repayment.

-- The recovery analysis assumes that MHGE 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.

-- MHGE's recovery analysis assumes K-12 market share loss driven

    by an inability to win enough upcoming adoptions and ongoing
    industry issues in the Higher Ed segment dragging down
    revenues, which pressure margins. This precludes the company's

    ability to complete its IPO, which creates difficulty
    refinancing the 2019 maturity. The post-reorganization going
    concern EBITDA of $400 million is based on Fitch's estimate of

    MHGE's average EBITDA over a normal cycle, adjusted to include

    deferred revenues. It also takes into account MHGE's operating

    performance relative to its competitors and its overall
    industry segments.

-- Fitch assumes MHGE will receive a going-concern recovery
    multiple of 7.0x EBITDA. The estimate considered several
    factors. HMHC and Pearson have traded at a median EV/EBITDA of

    12.2x and 10.9x, respectively. During the last financial
    recession, Pearson traded at approximately 8.0x EV/EBITDA,
    while neither MHGE nor HMHC were public at the time. The last
    large transaction in the textbook publishing space occurred in

    March 2013, when Apollo Global Management LLC acquired MHGE
    from S&P Global, Inc. for $2.5 billion, or a multiple of
    estimated EBITDA of approximately 7x. Fitch's multiple also
    accounts for MHGE's operating performance relative to its
    competitors despite ongoing industry issues in both the K-12
    and Higher Ed segments.

-- Fitch generally assumes a fully drawn revolver in its recovery

    analyses since credit revolvers are tapped as companies are
    under distress. Fitch assumes a full draw on MHGE's $350
    million revolver.

-- Fitch estimates full recovery prospects for the senior secured

    credit facilities and MHGE's senior unsecured bonds and rates
    them 'BB+/RR1', or three notches above MHGE's 'B+' IDR. Fitch
    estimates 11%-30% recovery prospects for the New MHGE HoldCo
    Notes and rates them 'B/RR5', one notch below MHGE's IDR. The
    New MHGE HoldCo Notes' recovery prospects represent a decline
    from prior levels (31%-50%) due to the increase in senior
    secured debt with the recapitalization, which drives the
    downgrade in these notes.

RATING SENSITIVITIES

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

-- If MHGE establishes a financial policy that results in a
    significant improvement in operating metrics, including FFO
    adjusted total leverage.
-- If MHGE completes its IPO and proceeds are used to repay all
    existing MHGE Parent debt, which should result in Fitch-
    calculated FFO adjusted total leverage falling by
    approximately one turn.

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

-- Fitch-calculated FFO adjusted total leverage exceeds 6x on a
    sustained basis into cyclical industry improvement, whether
    driven by operating results or a leveraging transaction.
-- Mid-single-digit cash revenue declines, which may be driven by

    declines or no growth in digital products (caused by a lack of

    execution or adoption by professors).

LIQUIDITY

Adequate Liquidity: As of Sept. 30, 2017, MHE had $305 million in
cash (Fitch estimates approximately 10%-15% held outside the U.S.)
and full availability under its $350 million revolver due May 2021.
Fitch-calculated FFO adjusted total leverage was 7.2x. Fitch's
focus on FFO adjusted total leverage is in line with how Fitch
calculates leverage across the K-12 industry, with the change in
deferred revenue included in the calculation of FFO to account for
GAAP-driven revenue timing differentials. As digital revenues
continue increasing, revenues realized in a given year will
eventually match revenues recognized in that year, although Fitch
does not expect that to occur within the rating horizon.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

McGraw-Hill Global Education Holdings, LLC (MHGE)
-- Long Term Issuer Default Rating (IDR) at 'B+';
-- Senior secured credit facility at 'BB+/RR1';
-- Senior unsecured notes at 'BB+/RR1'.

McGraw-Hill Global Education Finance, Inc. (MHGE Finance)
-- IDR at 'B+';
-- Senior unsecured notes at 'BB+/RR1'.

MHGE Parent, LLC (MHGE Parent)
-- IDR at 'B+'.

MHGE Parent Finance, Inc. (co-issuer to MHGE Parent's senior
unsecured notes)
-- IDR at 'B+'.

Fitch has downgraded the following Issue Ratings:

MHGE Parent, LLC (MHGE Parent)
-- Senior unsecured notes to 'B/RR5' from 'B+/RR4'.

MHGE Parent Finance, Inc. (co-issuer to MHGE Parent's senior
unsecured notes)
-- Senior unsecured notes to 'B/RR5' from 'B+/RR4'.

The Rating Outlook is Stable.


MHGE PARENT: Moody's Affirms B2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed B2 Corporate Family Rating
("CFR") and B2-PD Probability of Default Rating (PDR) for MHGE
Parent, LLC ("MHGE") upon the company's announcement of tender
offer for Senior PIK Toggle Notes due 2019. Moody's assigned Caa1
(LGD6) rating to new $250 million PIK HoldCo notes issued by MGHE.
Moody's also downgraded the senior secured first lien credit
facilities of McGraw-Hill Global Education Holdings, LLC (a
subsidiary of MGHE Parent LLC) to B1 (LGD3) from Ba3 (LGD3) upon
exercise of $150 million accordion. Additionally, the senior
unsecured notes issued by the same entity were downgraded to Caa1
(LGD5) from B3 (LGD5). The downgrades were a result of changes in
the company's capital structure, with larger secured debt and
reduced level of credit support provided by the smaller proportion
of junior debt instruments. The outlook remains negative. Ratings
for the existing PIK Toggle Notes will be withdrawn upon successful
completion of the tender offer.

The following rating actions were taken:

Issuer: MHGE Parent, LLC

-- Corporate Family Rating, Affirmed at B2

-- Probability of Default Rating, Affirmed at B2-PD

-- $500 Million Senior Unsecured Notes due 2019, no change, Caa1
    (LGD6), to be withdrawn

-- $250 Million Senior Unsecured Notes due 2022, Assigned Caa1
    (LGD6)

Issuer: McGraw-Hill Global Education Holdings, LLC

-- $350 Million Senior Secured Revolving Credit Facility due
    2021, Downgraded to B1 (LGD3) from Ba3 (LGD3)

-- $1,725 Million Senior Secured Term Loan B due 2022, Downgraded

    to B1 (LGD3) from Ba3 (LGD3)

-- $400 Million Senior Unsecured Notes due 2024, Downgraded to
    Caa1 (LGD5) from B3 (LGD5)

Outlook Action:

Issuer: MHGE Parent, LLC

-- Outlook, Negative

RATINGS RATIONALE

MHGE's ratings reflect challenging spending conditions across
higher education and K-12 markets, partially mitigated by the
company's outperformance in the K-12 market, and its ability to
manage secularly declining higher education market, while remaining
focused on driving digital adoption and maintaining strong cost
management. Though higher education revenues declined slightly over
the first nine months of 2017, the company was able to partially
offset reduced back-list print revenues by strong growth in digital
products, enhanced further by its direct to student sales portal,
as well as reduction in returns, and the normalization of inventory
management (and reduced returns) of the publisher channel partners
subsequent to fall 2016 de-stocking. Moody's expect the spending
environment in the higher education market to remain sluggish, with
strong competition from rental market (in which MHGE is now running
pilots) and incremental threat of open educational resources
continuing to weigh on the sector.

Offsetting the weakness in the higher education market, MHGE
continued to outperform its peers in the K-12 sector, with
increased share in open territory and retention of majority of 2016
market share gains in California ELA adoption, and strong
performance in Florida K-12 Social Studies adoption largely
mitigating the industry sales weakness in the open territory
districts due to unexpected reduced total market spending and
overall smaller adoption year. The company was able to maintain its
operating margins despite top-line challenges, and used $56 million
of its operating cashflow to repurchase higher-interest paying PIK
Toggle Notes. Nevertheless, a fiercely competitive environment for
largely publicly disseminated funds poses execution risk, including
new, and possibly less expensive, competitors seeking to distribute
their content within K-12 markets. Thus far, McGraw Hill Education
has been able to take share away from its peer competitors, and
Moody's expect the company to at least maintain its market share
over the near term. While digital transition of learning resources
has been slow industry-wide due to technological and financial
constraints, McGraw's strong position in digital adaptive products
provides the company with incremental defense of its market share
position.

Moody's view positively the combined entity's ability to service
both K-12 and higher education market segments which respond
differently to variations in macro-economic conditions. The company
generated $432 million in cash EBITDA during LTM period ending
September 2017 (including Moody's standard adjustments and cash
pre-publication costs as an expense), down 3% from same period last
year. Moody's estimates MHGE generated $113 million in free cash
flow for LTM period ending September 2017.

The negative rating outlook reflects Moody's view that MHGE's cash
EBITDA will remain under pressure over the next 12 months due to
the weaker enrollment environment in higher education, relatively
light adoptions calendar in 2018 and the uncertainty regarding
spending in the open territory of K-12 market. Moody's expect the
higher front list titles as well as increasing expected adoptions
to partially offset the secular weaknesses in the industry. Moody's
expect MHGE will maintain good liquidity over the next 12 months
and generate low-to-mid single-digit percentage free cash
flow-to-debt in FY 2017, while maintaining its competitive
position. Moody's expect leverage will remain flat to slightly
declining over the next 12 months.

MHGE's ratings could be downgraded if the company's revenue base
erodes as a result of soft market conditions or if the transition
to digital offerings stalls. Weak free cash flow generation,
debt-to-EBITDA being sustained above 6x (including Moody's standard
adjustments and cash pre-publication costs as an expense),
leveraging acquisitions, unexpected shareholder distributions, or a
deterioration of liquidity could also result in a downgrade. An
upgrade of the corporate family rating of MHGE is not likely given
the negative outlook. Consistently demonstrated revenue and cash
EBITDA growth that reduce leverage to near low 5x debt-to-cash
EBITDA will be needed to stabilize the outlook for the rating.
Expectation of good liquidity would also be needed for stable
outlook.

The principal methodology used in these ratings was Media Industry
published in June 2017.

MHGE Parent, LLC, headquartered in New York, NY, is a global
provider of educational materials and learning services targeting
the higher education, K-12, professional learning and information
markets with content, tools and services delivered via digital,
print and hybrid offerings. A subsidiary of a publishing company
that was formed in 1909, MHGE is one of the three largest U.S.
publishers focusing on the higher education and K-12 markets. The
company was acquired by funds affiliated with Apollo Global
Management, LLC in March 2013 for a combined $2.4 billion purchase
price and is a wholly-owned subsidiary of MHE US Holdings, LLC. The
company reported revenues of $1.7 billion for LTM ending September
30, 2017.


MICHELE MAYER: Short Sale of Visalia Property for $120K Approved
----------------------------------------------------------------
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 237 East Modoc Ave., Visalia,
California for $120,000.

The Debtor is authorized to pay commissions, taxes, and fees
related to the sale in an amount not exceeding $10,432, 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.

The hearing on the Debtor's Motion currently scheduled for Dec. 21,
2017 at 2:30 p.m. is off calendar.

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

     http://bankrupt.com/misc/Michele_Mayer_192_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 also engaged Cindy Coray and Modern Broker as her
real estate broker through March 5, 2018.


MICHIGAN FINANCE: S&P Lowers Revenue Bond Rating to 'BB+'
---------------------------------------------------------
S&P Global Ratings lowered its rating on Michigan Finance
Authority's series 2010 public school academy limited obligation
revenue bonds, issued on behalf of Hanley International Academy, to
'BB+' from 'BBB-'. The outlook is stable.

"We lowered the rating based in part on the U.S. Not-for-Profit
Charter School methodology, published on Jan. 3, 2017, on
RatingsDirect, and in part based on our view of the academy's
weakened maximum annual debt service coverage and moderating yet
weak liquidity levels for the rating category," said S&P Global
Ratings credit analyst Beatriz Peguero.

S&P said, "We assessed the academy's enterprise profile as
adequate, characterized by stabilizing enrollment supported by
healthy retention rates, solid academic performance, and favorable
charter standing. We assessed its financial profile as vulnerable,
with weakened full-accrual operating performance compared with
historical levels, declining MADS coverage, and low days cash on
hand. We believe that combined, these credit factors lead to an
indicative stand-alone credit profile of 'bb'. As our criteria
indicate, the final rating can be adjusted above the indicative
credit level due to a variety of overriding factors. In our
opinion, the 'BB+' rating on the academy's bonds better reflects
its stable enrollment and demand profile that are more comparable
with those of peers at the higher rating.

"The stable outlook reflects our expectation that, during the next
year, the academy's enrollment and demand will remain stable, it
will continue to report operating surpluses on a full-accrual
basis, and its MADS coverage and days' cash on hand will be
sustained around current levels. In addition, we expect that the
academy will not issue additional debt.

"A negative rating action could occur in the event that enrollment
materially declines, causing operating deficits, or if liquidity
were to significantly weaken from current levels. In addition, we
could consider a negative rating action during our outlook period
if Hanley's academic performance were to materially deteriorate
such that it affects its charter's status.

"Although unlikely to occur over the one-year outlook period, we
could consider a positive rating action over the longer term if the
academy strengthens its financial profile, with a return to a trend
of healthier full-accrual operating surpluses, and improves its
MADS coverage and days' cash on hand, while demonstrating growing
enrollment, thus strengthening its enterprise profile to levels
commensurate with a higher rating."

Hanley International Academy is a PreK-8 charter school in
Hamtramck, Michigan, in Greater Detroit.


NASRIN OIL: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Nasrin Oil Corp. as of Dec. 4,
according to a court docket.

                      About Nasrin Oil Corp.

Nasrin Oil Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22086) on October 3,
2017.  Mohammad K. Miah, its president, signed the petition.

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

Judge Erik P. Kimball presides over the case.  Merrill P.A. is the
Debtor's bankruptcy counsel.


NAVILLUS TILE: Taps Cullen and Dykman as Legal Counsel
------------------------------------------------------
Navillus Tile, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Cullen and Dykman LLP
as its legal counsel.

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

The firm's hourly rates range from $375 to $750 for members and
counsel, $225 to $385 for associates, and $95 to $175 for
paraprofessionals.

Prior to the petition date, the Debtor paid the firm a retainer
totaling $50,000.

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

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr. Dee
disclosed that his firm has not agreed to any variations from, or
alternatives to, its standard or customary billing arrangements;
and that no Cullen and Dykman professional has varied his rate
based on the geographic location of the bankruptcy case.

Mr. Dee also disclosed that the Debtor has already approved the
firm's prospective budget and staffing plan.

Cullen and Dykman provided an estimate of aggregate professional
fees for a period of one year from the petition date and discussed
related staffing for the Chapter 11 case.  The firm will provide
the Debtor with an itemized budget of its estimated fees for the
first interim period from November 8, 2017 through February 28,
2018, Mr. Dee further disclosed.

The firm can be reached through:

     C. Nathan Dee, Esq.
     Elizabeth M. Aboulafia, Esq.
     Cullen and Dykman LLP
     100 Quentin Roosevelt Boulevard
     Garden City, NY 11530
     Phone: 516-357-3700 / 516-357-3817
     Fax: 516-357-3792
     Email: ndee@cullenanddykman.com

                       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.

On November 28, 2017, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors.


OMNI LION'S RUN: Needs Time to Resolve Stay Motions, File Plan
--------------------------------------------------------------
Omni Lion's Run L.P. and Omni Lookout Ridge L.P. request the U.S.
Bankruptcy Court for the Western District of Texas for an
additional extension of their exclusive filing period to February
5, 2018, and their exclusive solicitation period to April 5, 2018,
without prejudice to their rights to seek additional extensions
thereof.

The Debtors filed two previous motions to extend the Filing and
Solicitation Periods to December 4, 2017, and February 5, 2018,
respectively.  The Debtors filed their joint plan in June, however
consideration of the plan and disclosure statement was delayed due
to contested matters, including motions for relief from stay. After
resolution of the stay motions, the Debtors and the main secured
creditors have been meeting to discuss settlement possibilities.
The Debtors anticipate potentially amending their plan in order to
reflect points of agreement with the creditors.

The Debtors believe that the requested extensions are justified
based on these factors:

      (a) The Debtors require additional time to negotiate with
their secured lenders after the recent resolution of the stay
motions;

      (b) The Debtors have made progress towards reorganization by
filing three plans, defending relief from stay, making adequate
protection payments, and performing its administrative
responsibilities;

      (c) The Debtors continue to pay their post-petition
obligations as they become due and remain in compliance with their
duties as a debtors in possession;

      (d) The Debtors have filed three plans;

      (e) Significant progress has been made in negotiations since
the stay motions were resolved;

      (f) The earlier case, 17-60329, was filed only seven (7)
months ago and the parties expect a resolution shortly, either
through negotiation or proceeding to confirmation on January 23,
2018;

      (g) The extension request is not made to pressure creditors
but to provide additional time for negotiation; and

      (h) There are a few unresolved contingencies, in the form of
contracts that have not yet gone hard, but they are expected to be
resolved within the next few months.

                   About Omni Lion's Run

Omni Lion's Run, L.P., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-60329) on May 2,
2017.  Drew G. Hall, its manager, signed the petition. Judge Ronald
B. King presides over the case.  At the time of the filing, the
Debtor estimated assets and liabilities of less than $50,000.

Omni Lookout Ridge L.P. commenced its Chapter 11 case. (Bankr. W.D.
Tex. Case No. 17-60447) on June 6, 2017.

Hajjar Peters LLP serves as counsel to the Debtors.


OUTERSTUFF LLC: S&P Cuts Corp Credit Rating to 'B', Outlook Stable
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based Outerstuff LLC to 'B' from 'B+'. The outlook is stable.

S&P said, "In addition, we lowered our issue-level rating on the
company's $100 million ABL to 'BB' from 'BB+. The recovery rating
on this debt remains '1+', reflecting our expectation of 100%
recovery in the event of a payment default.

"Concurrently, we lowered our issue-level rating on the company's
$155 million first-lien term loan facility to 'B' from 'B+'. The
recovery rating on the term loan remains '3', reflecting our
expectation of meaningful (50%-70%; rounded estimate: 50%) recovery
in the event of a payment default.

"The downgrade reflects our expectation that leverage will exceed
5x at the end of 2017 because of Outerstuff's weaker than expected
performance through the first nine months due to an ongoing weak
retail environment, delayed activation of some new license
agreements, and declining sales in its National Football League
business due to negative publicity. In addition, the company ended
its licensing agreement with Adidas effective January 2017, and
lost a meaningful portion of sales and EBITDA, which it has not
recouped so far. As a result, leverage increased to slightly over
6x as of Sept. 30, 2017, from about mid-4x at the end of 2016, pro
forma for the Adidas license exit. In addition, the company's cash
flow generation weakened meaningfully because of declining
profitability.  

"The outlook is stable, reflecting our anticipation that
Outerstuff's operating performance will modestly improve in 2018,
supported by the activation of the Umbro and Starter licenses and
continued international sales growth. We expect the company's
credit metrics will gradually improve with leverage declining
toward low-5x by the end of 2017 and below 5x at the end of 2018.

"We could lower our ratings if the company's operating performance
does not gain traction due a further erosion in the retail
operating environment and competitive pressures in the industry
that leads to leverage increasing toward 7x. A lower rating could
also result from a loss of licensing agreements or weaker sales
volumes such that profitability deteriorates, or if the company
pursues more aggressive financial policies (such as another special
dividend) that increase leverage to this threshold. We could also
lower the ratings if the company can't extend its ABL maturity of
June 2019 before it becomes current in June 2018, leading to weaker
liquidity.  

"We could raise our ratings if the company demonstrates better cash
flow generation by increasing and diversifying its earnings base
while sustaining debt to EBITDA below 5x with an explicit
commitment from its financial sponsor owners to keep leverage below
5x. To materially improve its cash flow generation and broaden its
earnings base, we believe the company would have to continue to win
additional new licensing contracts that materially increase its
discretionary cash flows (after owner distributions for taxes) to
well over $15 million annually."

Outerstuff, LLC, is a designer, manufacturer and marketer of
licensed children's sports apparel. The company generates the
majority of its revenues from products sold under exclusive
licenses with the NFL, NBA, NHL, MLB, MLS and Adidas, and sells to
department stores, mass merchants and specialty chain stores mainly
in the United States. Since the May 2014 investment by
Blackstone, the private equity sponsor and management have equal
equity stakes of approximately 50% and share control of the
company. Revenues for the last twelve months ended March 31, 2014
were below $500 million.


OXBOW CARBON: Moody's Rates 1st Lien Loans B1 & 2nd Lien Loans Caa1
-------------------------------------------------------------------
Moody's Investors Service assigned ratings to the new secured
credit facilities proposed by Oxbow Carbon LLC, including B1 rating
to the $325 million revolver, $100 million Term Loan A, and $575
million 1st Lien Term Loan B, and Caa1 rating to the $175 million
2nd Lien Term Loan B. The existing corporate family rating (CFR) of
B2 and probability of default rating (PDR) of B2-PD are affirmed.
Moody's also changed the outlook to positive from stable.

The proceeds of the offering will be used to refinance all existing
debt. Moody's will withdraw the existing debt ratings upon closing
of the transaction.

The following rating actions were taken:

Assignments:

Issuer: Oxbow Carbon LLC

-- Senior Secured 1st Lien Bank Credit Facility, Assigned B1
    (LGD3)

-- Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa1
    (LGD5)

Outlook Actions:

Issuer: Oxbow Carbon LLC

-- Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Oxbow Carbon LLC

-- Probability of Default Rating, Affirmed B2-PD

-- Corporate Family Rating, Affirmed B2

RATINGS RATIONALE

The change in outlook to positive reflects expected continued
improvement in the company's credit metrics on the back of
improving industry trends, particularly in the calcining business,
as a result of recovering demand from the aluminum producers and
the more favorable pricing environment. In particular, the
company's leverage as measured by Debt/ EBITDA (as adjusted by
Moody's) has declined to 4.8x at September 30, 2017 as compared to
5.6x a year prior, and Moody's expect continued deleveraging over
the next twelve months, such that Debt/ EBITDA declines towards
4x.

Oxbow's corporate family rating continues to reflect the company's
modest size and the volatility of the aluminum and steel industry
which are key end markets to the company's CPC and FGP segments,
respectively. However, Oxbow tends to exhibit relatively less
volatile operating margins than other producers given that
operating earnings are generally based on net spread. Although
Moody's view the CPC business, where the company enjoys a leading
global market position, as an important contributor to earnings,
the company's diversified business segments other than CPC,
including FGP distribution and sulfur, have historically mitigated
volatility in operating performance.

Oxbow has good liquidity, supported by $72 million of cash and cash
equivalents as of September 30, 2017, strong cash flow generation,
and expected full availability under the proposed $325 million
revolver expiring in 2022.

Ratings on first and second lien debt of B1 and Caa1, respectively,
reflect their relative position in the capital structure with
respect to claim on collateral, which includes substantially all
assets of the company.

Going forward, the ratings and/or outlook could be upgraded if the
company maintains consistently positive free cash flows and
leverage is expected to fall below 4x on a sustainable basis.

The ratings and/or outlook could be downgraded if liquidity
deteriorates or if leverage was sustained persistently above 5.5x.

Headquartered in West Palm Beach, Florida, Oxbow Carbon LLC (Oxbow)
is a major producer and supplier of calcined petroleum coke (CPC).
It is also among the world's largest distributors of carbon based
fuels including fuel grade petcoke (FGP) and other products. Oxbow
also serves as a third-party provider of sulfur and sulfuric acid
for sale to fertilizer companies as well as marketing, distribution
and logistics services for sulfur. In 2016 the company generated $2
billion in revenues.

Oxbow is a subsidiary of Oxbow Carbon & Minerals Holdings, Inc., a
private company controlled by William I. Koch, with private equity
and strategic investors holding the balance.

The principal methodology used in these ratings was Steel Industry
published in September 2017.


P.E. O'HALLORAN: Seeks to Continue Using Cash Collateral
--------------------------------------------------------
P.E. O'Halloran, Inc. requests the U.S. Bankruptcy Court for the
District of Maine to enter an order authorizing it to continue
using cash collateral through February 24, 2018, in accordance with
a budget.

Machias Savings Bank and the U.S. Trustee have consented to the
continued use of cash collateral.

The agreed 13-week budget provides cash disbursements in the
aggregate sum of $1,024,633 covering the week ending December 2,
2017 through February 24, 2018.

A hearing on the Debtor's continued use of cash collateral will be
held January 4, 2018, at 2:00 p.m.  However, if no objections are
filed by December 26, no hearing will be required and the Court may
rule on the motion, as filed.

A full-text copy of the Debtor's Motion is available for free at:

          http://bankrupt.com/misc/mab17-10515-94.pdf

Machias Savings Bank is represented by:

            Jeremy R. Fischer, Esq.
            DRUMMOND WOODSUM
            84 Marginal Way, Suite 600
            Portland, ME 04101-2480
            Phone: (207) 253-0569

Office of U.S. Trustee is represented by:

            Jennifer H. Pincus, Esq.
            Office of U.S. Trustee
            537 Congress Street
            Portland, ME 04101
            Phone: (207) 780-3564

                  About P.E. O'Halloran, Inc.

P.E. O'Halloran, Inc. -- http://www.peohalloraninc.com/-- offers
heavy haul and oversize load transportation, roadside repair, and
heavy recovery and towing services, with operations in Bangor,
Newburgh and Ellsworth, Maine.  It is the sole owner of a building
and 8.82 acres located at 525 Bangor Road, Ellsworth, Maine, valued
at $236,700.

P.E. O'Halloran filed a Chapter 11 petition (Bankr. D. Me. Case No.
17-10515) on Sept. 12, 2017.  The petition was signed by Steven
O'Halloran, its owner.  At the time of filing, the Debtor had $1.39
million in assets and $2.26 million in liabilities.  The case is
assigned to Judge Michael A. Fagone.  The Debtor is represented by
James F. Molleur, Esq., at Molleur Law Office.


PAR PETROLEUM: Moody's Assigns B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned first time ratings to Par
Petroleum, LLC including a B1 Corporate Family Rating (CFR), a
B1-PD Probability of Default Rating (PDR), an SGL-2 Speculative
Grade Liquidity (SGL) Rating and a B1 senior secured notes rating.
The outlook is stable. Par Petroleum is a direct wholly-owned
subsidiary of Par Pacific Holdings, Inc. (PARR), and holds the
company's operating subsidiaries. PARR will provide an unsecured
guarantee of the notes. The notes will also be the beneficiary of
upstream guarantees on a senior secured basis from wholly-owned
domestic subsidiaries. The notes and subsidiary guarantees will be
secured by substantially all assets other than assets securing Par
Petroleum's secured revolver, real property associated with the
company's retail businesses and crude oil and refined product
inventories. Net proceeds of the proposed notes offering will be
used to repay existing indebtedness. The notes are being co-issued
by Par Petroleum Finance Corp.

"Par Petroleum's B1 CFR reflects the concentrated scope of PARR's
Hawaiian petroleum refining, logistics and marketing operations,
the bulk of its consolidated EBITDA, which while limited in scale,
generates positive free cash flow within the confines of high
competitive barriers to entry," commented Andrew Brooks, Moody's
Vice President. "Leverage is modest, and a second significantly
smaller Wyoming refinery adds a limited degree of diversification
to the business profile."

Ratings Assigned:

Assignments:

Issuer: Par Petroleum, LLC

-- Corporate Family Rating, Assigned B1

-- Probability of Default Rating, Assigned B1-PD

-- GTD Senior Secured Notes, Assigned B1 (LGD4)

-- Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: Par Petroleum, LLC

-- Outlook, Assigned Stable

RATINGS RATIONALE

Par Petroleum's B1 CFR is a function of what is essentially single
refinery asset risk and its relatively small scale; its Hawaiian
refinery totals 94,000 barrels per day (bpd) of throughput capacity
while a Wyoming refinery totals 18,000 bpd. The inherent volatility
and capital intensity of the refining sector is offset to an extent
in Hawaii by the company's downstream network of 91 retail outlets,
the refinery's distillate yield which is configured for local
demand, and ownership of an integrated logistics asset base of
transportation and storage locations which likely could not be
duplicated. Generous retail product margins in Hawaii help mitigate
narrow and volatile crack spreads typical of the Asia-Pacific
refining market. The company's Wyoming refinery benefits
locationally from its proximity to Powder River Basin crude
production, but it serves a confined geographic market whose demand
characteristics are highly seasonal. Both niche refineries,
however, operate within a system characterized by high barriers to
entry, helping impart an element of competitive stability to the
consolidated business. Consolidated profitability further benefits
from an advantageous tax position afforded PARR, with its
approximately $1.6 billion of net operating loss tax carryforwards
available to offset future taxable income, which are attributable
to a prior corporate reorganization. PARR also owns a 42.3%
non-operated interest in Laramie Energy, LLC, a privately held
Piceance Basin natural gas producer, whose value to Par Petroleum
is limited only to the potential added value that investment has to
PARR as the guarantor of Par Petroleum's notes.

Par Petroleum's senior secured notes are rated B1, at the same
level as the CFR, reflecting their first lien priority on the
company's fixed assets in accordance with Moody's Loss Given
Default (LGD) methodology. There is no notching because of the
small size of the company's $75 million secured asset-based
revolving credit facility.

PARR's liquidity is good as indicated by its SGL-2 rating. Pro
forma for the proposed notes offering, PARR projects about $129
million of balance sheet cash as of September 30, and it is in the
process of closing a new, five-year $75 million secured asset-based
revolving credit facility, which will be undrawn at closing. PARR's
refining, retail and logistics business segments, bolstered through
recent acquisitions, have consistently generated free cash flow
from operations. Maintenance and regulatory capital spending
requirements are limited. A $27 million strategic investment in a
diesel hydrotreater at the company's Hawaiian refinery will be
funded through existing cash balances. Liquidity is further
enhanced by a crude supply and product off-take agreement with J.
Aron & Company (J. Aron) which accounts for virtually all of the
Hawaiian refinery's crude supply and product off-take requirements,
up to its 94,000 bpd nameplate capacity. The J. Aron agreement has
a May 31, 2021 term that, provides for two one-year extensions
subject to the mutual consent of both parties, which also provides
PARR with the ability to economically hedge price risk on its
inventories and crude oil purchases.

The stable outlook assumes that the company will continue to
demonstrate consistent operating performance and remain leveraged
under 4x (including Moody's standard adjustments). The stable
outlook also assumes that any potential acquisition or major growth
capital expenditures are funded with an appropriate equity
component. Ratings could be downgraded if debt/EBITDA rises above
4x or should liquidity weaken due to a prolonged period of
unplanned refinery downtime, debt funding of an acquisition,
working capital needs, capital spending requirements, excessive
distributions, or a prolonged period of margin weakness. The
company's small scale, and asset concentration limit ratings upside
given that any unforeseen prolonged downtime could have a
significant impact on cash flow for debt service and capital needs.
The rating could be upgraded if PARR were to acquire additional
assets, appropriately financed, that further diversified its
sources of cash flow and improved its scale.

Based in Houston, Texas, Par Pacific Holdings, Inc. owns and
operates refining, retail and logistics businesses in niche markets
through wholly-owned Par Petroleum, LLC.

The principal methodology used in these ratings was Refining and
Marketing Industry published in November 2016.


PARAGON GLOBAL: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates that filed separate Chapter 11 bankruptcy
petitions:

       Debtor                                  Case No.
       ------                                  --------
       Paragon Global, LLC                     17-36605
       61 N. Plains Industrial Road, Suite 143
       Wallingford, CT 06492
  
       Paragon Fabricators, Incorporated       17-36607

       Paragon Field Services, Inc.            17-36608

       Patel Property Holdings, LLC            17-36610

Business Description: Based in Wallingtord, Connecticut, Paragon
                      Fabricators, Inc., is ASME pressure vessel
                      fabrication shop located in La Marque,
                      Texas, serving the needs of the
                      Petro-chemical & Oil & Gas industries in
                      the Gulf Coast markets for over four
                      decades.  Founded in 1975, Paragon
                      Fabricators has recently been acquired by
                      new ownership led by Chairman & CEO
                      Surendra Patel who has over 30 years of
                      experience in contract manufacturing,
                      engineering services and electrical
                      distribution.  Paragon Global, LLC,
                      et al., hold a possible claim against
                      previous owners J.M. Saulsberry & H.M. Nipp,
                      Sr., in the amount of $4.88 million.  Visit
                      http://www.paragontexas.comfor more
                      information.

Chapter 11 Petition Date: December 5, 2017

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

Judge: Hon. Marvin Isgur (17-36605)
       Hon. Jeff Bohm (17-36610)

Debtors' Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: 713-659-1333
                  Fax: 713-658-0334
                  Email: margaret@mmmcclurelaw.com

                                     Total      Total
                                    Assets    Liabilities
                                   ---------  -----------
Paragon Global, LLC                 $4.88M      $4.18M
Patel Property Holdings             $5.35M      $1.67M

The petition was signed by Surendra Patel, managing member.

A copy of Paragon Global, LLC's list of four largest unsecured
creditors is available for free at:

       http://bankrupt.com/misc/txsb17-36605_creditors.pdf

A copy of Patel Property Holdings's list of three largest unsecured
creditors is available for free at:

      http://bankrupt.com/misc/txsb17-36610_creditors.pdf

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

          http://bankrupt.com/misc/txsb17-36605.pdf
          http://bankrupt.com/misc/txsb17-36610.pdf


PETROQUEST ENERGY: S&P Raises CCR to 'CCC+' on Improved Cash Flow
-----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Lafayette,
La.-based exploration and production company PetroQuest Energy Inc.
to 'CCC+' from 'CCC'. The rating outlook is negative.

S&P said, "At the same time, we raised our issue-level rating on
the company's senior secured first-lien term loan to 'B' from 'B-'.
The recovery rating remains '1', indicating our expectation for
very high (90%-100%; rounded estimate: 95%) recovery in the event
of payment default.

"We also raised our issue-level rating on the company's senior
secured second-lien notes to 'CCC' from 'D' and revised the
recovery rating to '5' from '4. The '5' recovery rating indicates
our expectation for modest (10%-30%; rounded estimate: 25%)
recovery in the event of payment default.

"Additionally, we affirmed our 'CCC' issue-level rating on the
company's senior secured second-lien payment-in-kind (PIK) notes
and revised the recovery rating to '5' from '4'. The '5' recovery
rating indicates our expectation for modest (10%-30%; rounded
estimate: 25%) recovery in the event of payment default.

"The upgrade reflects our assessment that PetroQuest is likely to
generate sufficient cash flow and, along with continued access to
its multidraw term loan, have sufficient liquidity to meet cash
interest requirements through 2018. The company has the option to
make PIK interest payments on its second-lien senior secured PIK
notes through August 2018 at 1% cash interest and 9% PIK.

"The negative outlook reflects PetroQuest's less-than-adequate
liquidity and our view that the company is still dependent on
favorable business conditions to maintain sufficient liquidity to
meet interest requirements."

PetroQuest Energy, L.L.C. acquires and explores oil and natural gas
properties in Gulf Coast basin and offshore Gulf of Mexico. The
company was formerly known as PetroQuest Energy One, L.L.C. and
changed its name to PetroQuest Energy, L.L.C. in December, 2000.
The company was incorporated in 1995 and is based in Lafayette,
Louisiana. PetroQuest Energy, L.L.C. operates as a subsidiary of
PetroQuest Energy Inc.



PONDEROSA ENERGY: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates that filed separate Chapter 11 bankruptcy
petitions:

       Debtor                                 Case No.
       ------                                 --------
       Ponderosa Energy LLC                   17-13484
       745 Fifth Avenue, Suite 537
       New York, NY 10151

       GS Energy LLC                          17-13485
       745 Fifth Avenue, Suite 537
       New York, NY 10151

Business Description: Based in New York, Ponderosa Energy and
                      GS Energy are engaged in the oil and gas
                      extraction business.  The Debtors' principal
                      assets are located at Hutchison, Carson,
                      Gray & Moore Counties, Texas.

Chapter 11 Petition Date: December 5, 2017

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

Judge: Hon. Sean H. Lane

Debtors' Counsel: Charles Rubio, Esq.
                  DIAMOND MCCARTHY LLP
                  909 Fannin, 15th Floor
                  Houston, TX 77010
                  Tel: 713-333-5127
                  Fax: 713-333-5195
                  Email: crubio@diamondmccarthy.com

                                        Estimated   Estimated
                                         Assets    Liabilities
                                       ----------  -----------
Ponderosa Energy LLC                    $1M-$10M     $1M-$10M
GS Energy LLC                           $1M-$10M     $1M-$10M

The petition was signed by Richard Sands, manager.

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

            http://bankrupt.com/misc/nysb17-13484.pdf
            http://bankrupt.com/misc/nysb17-13485.pdf

Copies of the Debtors' lists of 20 largest unsecured creditors are
available for free at:

A copy of Ponderosa Energy LLC's list of 18 largest unsecured
creditors is available for free at:

       http://bankrupt.com/misc/nysb17-13484_creditors.pdf

A copy of GS Energy LLC's list of 15 largest unsecured creditors is
available for free at:

       http://bankrupt.com/misc/nysb17-13485_creditors.pdf


QUICKEN LOANS: Moody's Hikes CFR to Ba1, Outlook Stable
-------------------------------------------------------
Moody's Investors Service upgraded Quicken Loans Inc.'s senior
unsecured debt and corporate family ratings to Ba1 from Ba2. The
rating outlook is stable.

RATINGS RATIONALE

The Ba1 ratings reflect Quicken Loans' strong franchise in the US
mortgage market as the third-largest overall US mortgage
originator. The company is currently the second largest retail
originator and Moody's believe, the largest retail originator of
refinance loans. Moody's also believe Quicken Loans has a solid
franchise in purchase loan originations. Moody's estimate the
company is among the top five in retail-originated purchase loans,
though its market share of retail-originated, purchase loans is
materially lower than for refinance loans. In addition, Moody's
estimate the company's purchase business alone would rank Quicken
Loans in the top 5 for overall retail originations in the country.
While profitability has declined from the exceptional levels of
2015 and 2016, Moody's expect the company to continue to generate
very strong profitability over the next several years with net
income to assets in the 7.5% range.

The upgrade reflects the company's improved funding profile over
the last year as the company has extended the terms on more than
40% of its bank origination warehouse funding facilities to
two-years from one-year and continues to reduce its reliance on
secured funding. In addition, Moody's view the strengthening of the
company's franchise position in purchase originations as a credit
positive.

Offsetting these positives, Quicken Loans has modest refinancing
risk and financial flexibility owing to its reliance, like most
non-depository mortgage banking companies, on short-term, secured
repurchase facilities to fund its mortgage originations. As a
result, virtually all of its mortgage loans are encumbered by the
repurchase facilities, limiting its financial flexibility. The
firm's liquidity is aided by a number of factors, including that
virtually all originations are government and agency loans, the
vast majority of its mortgage servicing right assets are not
encumbered, the long maturity of its unsecured corporate debt, as
well as the company's strong profitability and significant cash
flow generation.

On December 4, 2017, the company announced its intention to issue
$1 billion of unsecured debt. The company is planning on
distributing $400 million of the proceeds to its parent company
with the remaining being used for general corporate purposes.
Moody's view the large parent shareholder distribution a credit
negative, however, even after the distribution, capital will
continue to be strong with tangible common equity to total assets
projected to be more than 20% at year-end.

Lastly, Quicken Loans is privately owned, the majority of which is
beneficially owned by its chairman and founder, Dan Gilbert. The
ownership structure provides stability and an environment where
long-term decisions can be taken without undue concern for the
market's short-term reaction to strategic decisions. However,
closely held companies present challenges regarding the degree of
reliance that creditors can place on management and governance
"checks and balances", as well as issues regarding key man risk and
the transparency of decisions. This is particularly important
because the funding profile of finance companies is confidence
sensitive.

Positive ratings pressure could develop if the company is able to
materially increase its market share in purchase mortgages while
maintaining a) strong profitability such as net income to assets in
excess of 7.5% b) a strong capital position with its ratio of
tangible common equity (TCE) to tangible managed assets (TMA)
remaining above 20%, even considering potential costs to resolve
the US DOJ lawsuit alleging that the company improperly originated
and underwrote FHA-insured mortgages, c) maintaining modest
financial flexibility by maintaining a secured debt to gross
tangible assets ratio to less than 50%, and d) maintaining modest
refinance risk on its warehouse facilitates by having at least 40%
of its warehouse facilities with maturities of two years or more.

In addition, in order for the rating to be upgraded to investment
grade, Moody's believe the company's transparency and governance
practices may need to be strengthened.

The company's ratings could be downgraded if its financial profile
or franchise position weaken. Negative ratings pressure may develop
if Quicken Loans' 1) market share falls below 4.0%, 2)
profitability weakens whereby net income to assets is expected to
remain below 5.0% for an extended period of time, 3) TCE to TMA
ratio declines to less than 17.5% or 4) percentage of non-GSE and
non-government loan origination volumes grow to more than 7.5% of
its total originations without a commensurate increase in
alternative liquidity sources and capital to address the risker
liquidity and asset quality profile that such an increase would
entail.

The principal methodology used in these ratings was Finance
Companies published in December 2016.


QUICKEN LOANS: S&P Affirms 'BB' ICR, Outlook Remains Stable
-----------------------------------------------------------
S&P Global Ratings said it affirmed its issuer credit rating on
Quicken Loans Inc. at 'BB'. S&P said, "The outlook remains stable.
At the same time, we also assigned our 'BB' rating to the company's
new $1 billion in senior unsecured notes. The recovery rating on
the new senior unsecured notes and existing senior unsecured notes
is '3' (50%), reflecting our expectation for meaningful recovery in
a default scenario.

"Our rating affirmation follows Quicken Loans' announcement that it
plans to raise $1 billion in new senior unsecured notes,
potentially in multiple tranches. The new senior unsecured notes
will be in addition to the company's existing $1.25 billion senior
unsecured notes due 2025. The company plans to distribute $400
million to parent Rock Holdings and use the remaining $600 million,
net of fees and expenses, for general corporate purposes.

"The outlook is stable. S&P Global Ratings expects Quicken Loans to
maintain its leading market position over the next year, even
though we expect origination volume and earnings to decline as
interest rates rise and refinance activity slows. We believe
Quicken Loans' recurring revenue from its sizable mortgage
servicing portfolio will partially dampen the earnings volatility
of the firm's origination platform, which we believe is marginally
skewed toward refinance activity. Nevertheless, we expect net debt
to adjusted tangible equity will remain below 1.0x because of the
company's ability to generate earnings, even in a difficult
mortgage origination environment. However, due to slowing refinance
activity, we expect EBITDA to decline, causing net debt to EBITDA
to rise to between 2.0x to 2.5x in 2018 and 2019. Our stable
outlook also reflects our expectation that the ongoing legal
dispute with the DOJ will not meaningfully affect the company's
business or financial position.

"We could lower the rating over the next year if we expect earnings
to deteriorate substantially or if the company pursues a more
aggressive growth strategy. Specifically, we could lower the rating
if we believe net debt to EBITDA were to approach 3.0x on a
sustained basis. We believe this would most likely be caused by
worse than expected origination activity. We could also lower the
rating if we expect net debt to tangible equity to stay above 1.0x
(which could be caused by additional shareholder distributions)
while net debt to EBITDA were also above 2.0x.

"Although less likely, we could lower the rating if Quicken Loans
is unable to successfully resolve its legal matters with the DOJ
and the Department of Housing and Urban Development such that the
company incurs a substantial monetary penalty, significant damage
to its brand, or a curtailment to its product offerings.

"We could raise the rating if we expect both net debt to EBITDA to
remain below 2.0x and net debt to tangible equity below 1.0x.
Alternatively, we could raise the rating if both net debt to EBITDA
and net debt to tangible equity were below 1.5x."

Quicken Loans Inc. operates offers retail mortgage lending
solutions online in the United States. It offers mortgages and home
buying programs such as refinancing options. Quicken Loans Inc.
operates as a subsidiary of Rock Holdings Inc.



RDX TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: RDX Technologies Corporation
           fdba Ridgeline Energy Services Inc.
        14747 North Northsight Boulevard
        Suite 111-133
        Scottsdale, AZ 85260

Business Description: Based in Scottsdale, Arizona, RDX
Technologies
                      Corporation operates as an energy services
and
                      water treatment company in Canada and the
                      United States.  It operates through
                      Environmental and Reclamation, Energy,
Water,
                      and Equipment Sales and Rentals segments.
The
                      company was formerly known as Ridgeline
Energy
                      Services Inc. and changed its name to RDX
                      Technologies Corporation in August 2013.
                      The company previously sought bankruptcy
                      protection on Dec. 17, 2015 (Bankr. D. Ariz.
                      Case No. 15-15859).

Chapter 11 Petition Date: December 5, 2017

Case No.: 17-14387

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

Judge: Hon. Eddward P. Ballinger Jr.

Debtor's Counsel: Mark J. Giunta, Esq.
                  LAW OFFICE OF MARK J. GIUNTA
                  531 East Thomas Road, Suite 200
                  Phoenix, AZ 85012
                  Tel: 602-307-0837
                  Fax: 602-307-0838
                  Email: markgiunta@giuntalaw.com

Total Assets: $925,000

Total Liabilities: $37.24 million

The petition was signed by Tony Ker, director.

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/azb17-14387.pdf


REAL INDUSTRY: Taps Jefferies as Investment Banker
--------------------------------------------------
Real Industry, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Jefferies LLC as investment
banker.

The firm will assist the company and its affiliates in negotiating
and implementing any restructuring; provide financial advice and
assistance to the Debtors in connection with a possible "M&A"
transaction; and provide other financial advisory services related
to their Chapter 11 cases.

Jefferies will be compensated according to this fee arrangement:

     (a) A monthly fee of $50,000 until the expiration or
         termination of the employment.

     (b) Unless and until an M&A transaction fee is paid to
         Jefferies by Real Industry, a restructuring fee of
         $500,000 payable upon consummation of a restructuring.

     (c) Promptly upon closing of an M&A transaction, a fee equal
         to (i) if the restructuring fee has not yet been paid, the

         greater of 1% of the transaction value or the
restructuring
         fee; or (ii) if the restructuring fee has been paid, 1% of

         the transaction value.

     (d) Financing fees:

         -- A DIP fee equal to 1% of the maximum principal amount,

            subject to a minimum fee of $500,000 available under
            the DIP.

         -- Promptly upon the closing of each financing involving
            debt instruments (other than a DIP), a debt securities

            fee equal to 3% of the aggregate principal amount of
            such debt instruments, subject to a minimum fee of
            $500,000, including the aggregate amounts committed by

            investors to purchase debt instruments.

         -- Promptly upon the closing of each financing involving
            equity securities, an equity securities fee equal to
             4% of the aggregate gross proceeds received or to be
            received from the sale of equity securities, subject
            to a minimum fee of $500,000, including the aggregate
            amounts committed by investors to purchase equity
            securities.

         -- Fifty percent (50%) of the financing fee paid to
            Jefferies by Real Industry will be credited against
            the restructuring fee.

         -- Jefferies will not be entitled to a financing fee in
            connection with any M&A transaction.

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

The firm can be reached through:

     Robert White
     Jefferies LLC
     520 Madison Avenue, 10th Floor
     New York, NY 10022
     Phone: +1 212-284-2300

                       About Real Industry

Real Industry, Inc. -- http://www.realindustryinc.com/-- is a
Delaware holding company that operates through its subsidiaries.
Its current business focus is supporting the performance of Real
Alloy, an aluminum recycling company and its single largest
operating business, and to make acquisitions of additional
operating companies.  The company regularly considers acquisitions
of businesses that operate in undervalued industries, as well as
businesses that it believes are in transition or are otherwise
misunderstood by the marketplace.  As a holding company, Real
Industry relies on the operations of its subsidiaries and external
financing sources for its liquidity needs.

Real Industry, Inc., and eight affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12464) on Nov. 17,
2017.  The cases are pending before the Honorable Kevin J. Carey.

The Debtors tapped Morrison & Foerster LLP as legal counsel; Saul
Ewing Arnstein & Lehr LLP as co-counsel; Berkeley Research Group,
LLC as financial advisor; and Prime Clerk as claims and noticing
agent and administrative advisor.


RED RIVER TIC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Red River TIC - Roberts, LLC
        1240 Marbella Plaza Dr
        Tampa, FL 33619

Business Description: Based in Tampa, Florida, Red River TIC -
                      Roberts, LLC filed as a Single Asset Real
                      Estate (as defined in 11 U.S.C. Section
                      101(51B)).

Chapter 11 Petition Date: December 5, 2017

Case No.: 17-10124

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

Debtor's Counsel: Buddy D Ford, Esq.
                  BUDDY D. FORD, P.A.
                  9301 West Hillsborough Avenue
                  Tampa, FL 33615-3008
                  Tel: 813-877-4669
                  Fax: 813-877-5543
                  Email: Buddy@TampaEsq.com
                         All@tampaesq.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Hal Roberts, manager and 100% owner.

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/flmb17-10124.pdf

Pending bankruptcy cases filed by affiliates:

    Debtor                            Petition Date   Case No.
    ------                            -------------   --------
Key West Health & Rehabilitation        7/27/17       17-06580
Center, LLC
SCG Baywood, LLC                        7/27/17       17-06563
SCG Durant Four Seasons, LLC           12/05/17       17-10103
SCG Gracewood, LLC                      7/27/17       17-06574
SCG Harbourwood, LLC                    7/27/17       17-06572
SCG Lake Country, LLC                  12/05/17       17-10104
SCG Laurellwood Nursing, LLC            7/27/17       17-06576
SCG Madill Brookside, LLC              12/05/17       17-10101
SCG Oak Ridge, LLC                     12/05/17       17-10107
SCG Red River Management, LLC          12/05/17       17-10109
SCG Red River, LLC                     12/05/17       17-10108
Senior Care Group, Inc.                 7/27/17       17-06562     

The Bridges Nursing & Rehabilitation    7/27/17       17-06579


RESIDENTIAL RESOURCES: Fitch Cuts Rating on Series 2006 Bonds 'BB+'
-------------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB-' approximately
$12.6 million of currently outstanding non-profit lease revenue
bonds (Residential Resources, Inc. [RRI] project), series 2006,
issued by Allegheny County Industrial Development Authority, PA, on
behalf of Residential Resources, Inc. (RRI). Fitch has also
assigned an Issuer Default Rating (IDR) of 'BB+' to RRI. The rating
has been removed from Rating Watch Negative and assigned a Stable
Rating Outlook.

Fitch has also assigned a rating of 'BB+' with a Stable Outlook to
approximately $17.4 million series 2017 Allegheny County Industrial
Development Authority non-profit lease revenue bonds (Residential
Resources, Inc., Project), issued on behalf of RRI.

The series 2017 non-profit lease revenue bonds (Residential
Resources, Inc. Project) will current-refund the outstanding series
2006 bonds, provide about $6 million of new money to refinance
outstanding residential mortgages, and pay issuance expenses

The Rating Outlook is Stable

SECURITY

The series 2017 bonds are secured by a pledge of lease revenues on
mortgages of bond-funded properties, and a debt service reserve
(DSR) of about $1.7 million. Allegheny County, PA, guarantees to
replenish any draws on the DSR up to $2.6 million through Sept. 1,
2031 (the scheduled maturity of the series 2017 bonds and the
expiration of the guarantee), which provides additional bondholder
security. Bond covenants for the series 2017 and outstanding bonds
include a 1.25x annual debt service coverage pledge, maintenance of
at least $1 million of liquid assets, and maintenance of a debt
service reserve.

ANALYTICAL CONCLUSIONG

The downgrade of RRI's rating is based upon a full credit review
under "Rating Criteria for Public Sector Revenue-Supported Debt"
dated June 5, 2017, the sole criteria used for not-for-profit
ratings. The 'BB+' rating incorporates RRI's weaker revenue
defensibility characteristics. Its historically stable but
potentially vulnerable operating revenues are largely income
related to housing properties leased to various area Human Service
Agencies whose operations are supported by state and county
appropriations. While RRI has some flexibility in negotiating its
property leases (which are typically one to three years), annual
rent increases are effectively constrained by generally flat
governmental funding to its client agencies. The 'BB+' rating also
reflects weak net debt to cash flow available for debt service
(CFADS) given the revenue and operating profile, and limited
liquidity.

KEY RATING DRIVERS

Revenue Defensibility: 'Weaker'
RRI's revenue defensibility is limited by its heavy reliance on
rental income, with limited capacity to increase revenues against
any expense volatility. While RRI has a long history of stable
rental income as a provider of housing to non-profit service
providers for disabled persons, the funding to those providers
comes from the Commonwealth of Pennsylvania and Allegheny County.
That provider funding has been pressured over the last decade, and
overall has been flat or with occasional cuts.

Operating Risk: 'Midrange'
operating expenses provide moderate operating cost flexibility
given the large proportion of expenses devoted to mortgage and debt
service and RRI's responsibility for maintaining properties. RRI
reports no issues pertaining to maintaining its diverse portfolio
of about 187 housing properties.

Financial Profile: 'Weaker'
RRI's balance sheet resources and net cash flow are weak relative
to its outstanding and pro forma debt, supporting a 'weaker'
assessment of its financial profile. Due to the organization's
business model, operating equity and net income is recycled into
new properties for disabled persons rather than cash reserves.
Outstanding debt including mortgage notes consistently exceeds cash
and investments; that leverage is not expected to change, and
limits the rating. The limited guaranty from Allegheny County
provides additional short-term liquidity.

Asymmetric Risk Factors
Asymmetric risk factors are neutral. Outstanding and proposed debt
is fixed rate with rapid amortization, and management is stable
with a strong track-record of producing balanced budgets and
managing through both government funding and real estate cycles.
RRI has no legal limitation on its ability to charge and adjust
lease rental rates.

RATING SENSITIVITIES

FINANCIAL CUSHION: The rating should remain stable given RRI's
business profile and Fitch's expectation that debt will continue to
exceed liquid resources (cash and investments). Growth in balance
sheet resources relative to debt would be a favorable credit
consideration.


RGIS SERVICES: Moody's Revises Outlook to Neg. & Affirms B3 CFR
---------------------------------------------------------------
Moody's Investors Service changed the outlook for RGIS Services,
LLC to negative from stable. Concurrently, Moody's affirmed all of
its ratings for the company, including the B3 Corporate Family
Rating (CFR), Caa1-PD Probability of Default Rating ("PDR"), and
the B3 ratings for RGIS' $35 million Senior Secured Revolving
Credit Facility expiring 2022 and $460 million Senior Secured First
Lien Term Loan due 2023.

The change in outlook to negative reflects the risk that
prospective market share gains and price increases as planned by
management may not be sufficient to offset secular declines in
bricks-and-mortar retail and rising labor costs, which Moody's
expects may result in an eroding credit profile evidenced by
deteriorating credit metrics, free cash flow and covenant cushion
over the next 12-18 months.

Moody's took the following rating actions for RGIS Services, LLC:

- Corporate Family Rating, affirmed B3

- Probability of Default Rating, affirmed Caa1-PD

- $35 million senior secured revolving credit facility expiring
   2022, affirmed B3 (LGD3)

- $460 million senior secured term loan due 2023, affirmed B3
   (LGD3)

- Outlook, changed to Negative from Stable

RATINGS RATIONALE

RGIS' B3 Corporate Family Rating is weakly positioned in the B3
category as a result of secular declines in bricks-and-mortar
retail, which in Moody's view will continue to be a headwind for
earnings. Revenue and EBITDA declined in 2017 after signs of
stabilization in 2016, driven by US store closures, lower inventory
levels and rising labor costs, which offset customer gains in
Europe and productivity initiatives. Even though the company should
benefit from US and international market share wins and modest
pricing improvement over the next 2 years, in Moody's view these
gains may not offset continued industry headwinds.

The rating is supported by RGIS' adequate liquidity in the next
12-18 months, including Moody's expectation of positive (albeit
lower) free cash flow, full revolver availability, and a lack of
near term maturities. However, Moody's expects cushion under the
net leverage covenant to tighten significantly at the end of 2018
as a result of lower earnings and the covenant step-down. RGIS' key
credit metrics, including 5.5 debt/EBITDA and 1.6 times
EBITA/interest expense (Moody's-adjusted, as of September 30,
2017), remain in line with similarly rated peers, providing some
support for the current B3 CFR. In addition, RGIS has long-standing
relationships with its largest customers, leading market share, a
national footprint in the US, and meaningful international
diversification. Moreover, physical inventory verification is a
recurring activity necessary to comply with accounting standards
for retailers, which have largely outsourced the service to
third-party providers such as RGIS.

The ratings could be downgraded if operating performance continues
to decline or if liquidity deteriorates, including negative annual
free cash flow and/or meaningful revolver utilization.

The ratings could be upgraded if the company demonstrates
sustainable improvement in operating performance and good
liquidity, including solid positive free cash flow generation,
ample revolver availability and very good covenant cushion.
Quantitatively, debt/EBITDA sustained below 4.0 times and
EBITA/interest expense above 2.0 times could warrant consideration
for an upgrade.

RGIS Services, LLC provides inventory verification services
primarily to retailers throughout North America, South America,
Asia, Australia, and Europe. Revenues for the twelve months ended
September 30, 2017 were approximately $618 million, with about 41%
generated outside of the US. The company has been majority-owned by
the Blackstone Group since 2007.

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


RICEBRAN TECHNOLOGIES: Makes $290K Capital Contribution to Nutra SA
-------------------------------------------------------------------
RiceBran Technologies ("RBT"), AF Bran Holdings-NL LLC, AF Bran
Holdings LLC, Nutra SA, LLC, and Industria Riograndese de Oleos
Vegetais Ltda, entered into a Membership Interest Redemption and
Equipment Purchase Agreement.  Pursuant to the Redemption
Agreement, on Nov. 28, 2017 (i) Nutra SA redeemed the entire
membership interest in Nutra SA that was held by RBT in exchange
for $1, (ii) RBT purchased certain rice extruder equipment from
Irgovel for $250,000 and (iii) RBT made a $290,000 capital
contribution to Nutra SA.  The parties also amended a license that
RBT previously granted to Irgovel and terminated the Investor
Rights Agreement, initially dated Jan. 18, 2011, by and among RBT,
AF, Nutra SA and Irgovel.

                 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.  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.

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.


ROBSTOWN, TX: Moody's Confirms Ba2 on $6.9MM Outstanding Debt
-------------------------------------------------------------
Moody's Investors Service has confirmed the Ba2 rating on the City
of Robstown, TX's $6.9 million in outstanding rated debt. The
outlook is negative. The review of the city's rating initiated on
September 22, 2017 is now concluded.

The confirmation of the Ba2 rating reflects the limited and
manageable damage that occurred as a result of the recent
hurricane.

The rating further reflects the city's very weak financial
position, high volatility in key revenue streams due to economic
concentration in the oil and gas industry, high tax rate coupled
with well below average wealth indices, significant reliance on the
separately governed utility system to fund core operations, and an
elevated debt burden with an above-average amortization period.

Finally, the rating considers the modestly-sized and growing tax
base and manageable pension burden.

Rating Outlook

The negative outlook reflects the city's poor prospects to build a
reserve over the near term absent successful land sales of
city-owned property.

Factors that Could Lead to an Upgrade

Trend of increasing reserves

Balanced operations without reliance on the utility system or
asset sales

Diversification of the local economy leading to stability in key
revenue sources

Factors that Could Lead to a Downgrade

Inability to generate positive reserves over the very near term

Legal Security

The bonds are direct obligations of the city, payable from ad
valorem taxes levied against all taxable property within the limits
prescribed by law.

Use of Proceeds

Not applicable.

Obligor Profile

The City of Robstown, TX is located in Nueces County, approximately
18 miles from downtown Corpus Christi, and within the Eagle Ford
Shale. The city's economy is highly tied to the oil and gas
industry. The current population is approximately 11,600.

Methodology

The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.


SCG MADILL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates that filed separate Chapter 11 bankruptcy
petitions:

     Debtor                                         Case No.
     ------                                         --------
     SCG Madill Brookside, LLC                      17-10101
        dba Brookside Nursing Center
     1240 Marbella Plaza Dr.
     Tampa, FL 33619

     SCG Durant Four Seasons, LLC                   17-10103
     SCG Lake Country, LLC                          17-10104
     SCG Oak Ridge, LLC                             17-10107
     SCG Red River, LLC                             17-10108
     SCG Red River Management, LLC                  17-10109

Affiliated cases previously filed on July 27, 2017 in the Middle
District of Florida, Tampa Division, with Judge Catherine Peek
McEwen as bankruptcy judge:

     Entity                                         Case No.
     ------                                         --------
     Senior Care Group, Inc.                        17-06562
     SCG Laurellwood, LLC                           17-06576
     SCG Gracewood, LLC                             17-06574
     SCG Harbourwood, LLC                           17-06572
     SCG Baywood, LLC                               17-06563
     Key West Health and Rehabilitation Center, LLC 17-06580
     The Bridges Nursing and Rehabilitation, LLC    17-06579

Business Description: Based in Tampa, Florida, SCG Madill
                      Brookside, et al., operate skilled nursing
                      facilities.  The Debtors provide residents
                      and patients with a full spectrum of skilled
                      nursing and long-term health care services
                      and offer a wide range of direct care
                      services such as therapy, hospice care,
                      Alzheimer's, and dementia care within their
                      portfolio of facilities.

Chapter 11 Petition Date: December 5, 2017

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

Debtors' Counsel: Scott A. Stichter, Esq.
                  STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Fax: 813-229-1811
                  Email: sstichter.ecf@srbp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Vaughan, chairman of the Board.

A copy of SCG Madill Brookside's list of 20 largest unsecured
creditors is available for free at:

    http://bankrupt.com/misc/flmb17-10101_creditors.pdf

A full-text copy of SCG Madill Brookside's petition is available
for free at http://bankrupt.com/misc/flmb17-10101.pdf


SCRANTON-LACKAWANNA: S&P Lowers Revenue Bond Ratings to BB-
-----------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB-' from 'BB+'
on the Scranton-Lackawanna Health and Welfare Authority (Scranton
Parking System Concession Project), Pa.'s series 2016A senior
parking revenue current interest bonds, series 2016B senior parking
revenue current interest bonds, and series 2016C senior parking
revenue capital appreciation bonds. The outlook is negative.

"The rating action reflects our view of the parking system's
materially weak financial performance, erosion in liquidity, and
reliance on factors outside of the concessionaire's control that we
believe considerably influence the parking system's financial
performance, liquidity, and ability to fund the project's capital
requirements," said S&P Global Ratings credit analyst Chloe Weil.

The negative outlook reflects S&P's expectation that coverage may
remain below the rate covenant over the near term and its view that
outside capital (which has yet to be secured) may be necessary to
stabilize cash flows from operations over the two-year outlook
period.



SEANERGY MARITIME: Amends Prospectus on 12M Stock Sale
------------------------------------------------------
Seanergy Maritime Holdings Corp. filed with the Securities and
Exchange Commission a fourth amendment to its Form F-1 registration
statement relating to the offering 12,000,000 of its common shares.
On Dec. 1, 2017, the last reported sale price per share of the
Company's common shares on the Nasdaq Capital Market was $1.06.
The Company's common shares are listed on the Nasdaq Capital Market
under the symbol "SHIP".

Joint book-runners of the offering are Seaport Global Securities
and Maxim Group LLC.

A full-text copy of the Form F-1/A is available for free at:

                     https://is.gd/6VQzFj

                    About Seanergy Maritime

Greece-based Seanergy Maritime Holdings Corp. --
http://www.seanergymaritime.com/-- is an international shipping
company that provides marine dry bulk transportation services
through the ownership and operation of dry bulk vessels.  Founded
in 2008, the Company currently owns a modern fleet of eleven dry
bulk carriers, consisting of nine Capesizes and two Supramaxes,
with a combined cargo-carrying capacity of approximately 1,682,582
dwt and an average fleet age of about 8.4 years.

The Company is incorporated in the Marshall Islands with executive
offices in Athens, Greece and an office in Hong Kong.  The
Company's common shares and class A warrants trade on the Nasdaq
Capital Market under the symbols "SHIP" and "SHIPW", respectively.

Seanergy incurred a net loss of US$24.62 million in 2016 following
a net loss of US$8.95 million in 2015.  As of Sept. 30, 2017,
Seanergy had US$276.6 million in total assets, US$235.2 million in
total liabilities and US$41.36 million in stockholders' equity.


SERVICE CORP: Moody's Rates Sr. Unsecured Regular Bonds Ba3
-----------------------------------------------------------
Moody's Investors Service assigned ratings to Service Corporation
International's ("SCI") announced financings. The senior unsecured
guaranteed revolving credit facility and term loan due 2022 were
rated at Baa3 and the proposed senior notes due 2027 at Ba3. The
Ba2 Corporate Family rating ("CFR"), Ba2-PD Probability of Default
rating ("PDR") and SGL-1 Speculative Grade Liquidity rating ("SGL")
were unchanged. The rating outlook is stable.

The proceeds of the announced financings will be used repay in full
SCI's bank revolver and term loan due 2021 and senior notes due
2018, as well as pay transaction-related make-whole premiums, fees
and expenses. The ratings on the refinanced debts will be withdrawn
when they are repaid.

RATINGS RATIONALE

SCI's Ba2 CFR reflects Moody's expectations for low single digit
revenue growth, around $200 million of free cash flow and debt to
EBITDA to remain around 4 times Moody's expects revenue growth will
be driven by preneed cemetery production, but offset by pressured
at-need funeral volume and average price. Pre-need cemetery sales
should continue to benefit from a supportive economic climate for
SCI's customers.

SCI owns a large, geographically diverse and difficult to replicate
portfolio of funeral and cemetery properties, as well investment
trust assets and insurance contracts that provide tangible coverage
of debt and other liabilities. Moody's anticipates stable, solid
EBITA margins of approximately 20% and interest coverage around 3.5
times, but free cash flow to debt of only about 6% after $180
million a year in capital expenditures and about $100 million a
year of regular quarterly dividends. SCI's financial policies are
considered balanced; Moody's expects the company will be an
opportunistic acquirer of funeral and cemetery properties and its
own stock, limiting cash available to reduce debt.

Financial metrics cited reflect Moody's standard adjustments and
the pro forma effects of the proposed financings. A reduction in
the federal corporate tax rate is not assumed.

The SGL-1 SGL reflects SCI's very good liquidity profile. Moody's
expect SCI to generate free cash flow of about $200 million and
maintain over $200 million of cash. The company should have over
$700 million of its $1 billion revolver available at all times. SCI
must comply with a 4.5 times maximum net leverage covenant and a
minimum interest coverage covenant of 3.0 times. Moody's expect SCI
to be well in compliance with both financial covenants. The $675
million term loan has required annual amortization payments of
$33.75 million.

The Baa3 rating assigned to the senior unsecured guaranteed
revolving credit facility and term loan reflects both the
probability of default of the company, reflected in the Ba2-PD PDR,
and a loss given default ("LGD") assessment of LGD2. The revolver
and term loan are guaranteed by substantially all of the domestic
operating subsidiaries of the company. The LGD assessment benefits
from the significant amount of junior ranking debt in the form of
non-guaranteed unsecured senior notes.

The Ba3 rating on the senior unsecured notes reflects both the
probability of default of the company, reflected in the Ba2-PD PDR,
and an LGD of LGD5. The notes are structurally subordinated to all
of the liabilities and obligations of each of SCI's operating
subsidiaries, including the unsecured subsidiary guarantees of
SCI's revolving credit facility and term loan.

The stable ratings outlook reflects Moody's expectations for modest
revenue growth and steady credit metrics over the next 12 to 18
months.

An upgrade could occur if Moody's expects: 1) profitable revenue
growth of at least 4% per year; 2) debt to EBITDA around 3 times;
and 3) free cash flow to debt above 10%.

The ratings could be lowered if Moody's expects: 1) declining
revenues; 2) EBITA margins will remain below 17%; 3) debt to EBITDA
will be maintained above 4.5 times; or 4) less than good
liquidity.

Assignments:

Issuer: Service Corporation International

-- Senior Unsecured Bank Credit Facility, at Baa3 (LGD2)

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

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

SCI is North America's largest provider of funeral, cemetery and
cremation products and services. The company operates an
industry-leading network of 1,509 funeral service locations and 476
cemeteries, which includes 287 funeral service/cemetery combination
locations. Moody's anticipates revenue of over $3 billion in 2018.


SLOOP PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sloop Properties, LLC
        PO Box 655
        Wilkesboro, NC 28697

Business Description: Based in Wilkesboro, North Carolina, Sloop
                      Properties, LLC, is a real estate company
                      with its principal assets located at
                      5307 Boone Trail Millers Creek, NC 28651.
                      It is a small business debtor as defined
                      in 11 U.S.C. Section 101(51D).

Chapter 11 Petition Date: December 5, 2017

Case No.: 17-50728

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

Judge: Hon. Laura T. Beyer

Debtor's Counsel: Robert P. Laney, Esq.
                  MCELWEE FIRM, PLLC
                  906 Main Street
                  North Wilkesboro, NC 28659
                  Tel: (336) 838-1111
                  Email: blaney@mcelweefirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Lisa R. Sloop, member/manager.

A full-text copy of the petition containing, among other items,
a list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/ncwb17-50728.pdf


SOUTHERN STATES COOPERATIVE: S&P Affirms 'CCC+' CCR, Outlook Neg.
-----------------------------------------------------------------
Crop-input supplier Southern States Cooperative's earnings and cash
flows remain pressured despite recent debt reduction from asset
sale proceeds and a refinanced and extended asset-based lending
(ABL) facility until 2021.

Although financial flexibility has improved with about $98 million
in cash balances and no drawn ABL balances at its fiscal first
quarter ended Sept. 30, 2017, its business turnaround strategy is
still unfolding while its burdensome capital structure may be
recapitalized with less debt.

S&P Global Ratings affirmed its 'CCC+' corporate credit rating on
Wilmington, Va.-based Southern States Cooperative Inc. The outlook
is negative.

S&P said, "At the same time, we affirmed the 'CCC+' issue-level
rating on the company's $125 million outstanding senior secured
second lien notes due 2021, and removed them from CreditWatch where
they were placed on Nov. 23, 2016. The recovery rating remains '4',
indicating our expectations for average recovery (30%-50%; rounded
estimate: 30%) in the event of a payment default.

Southern States had about $125 million in reported debt as of Sept
27, 2017.

S&P said, "The ratings affirmation with a negative outlook reflects
our opinion that the cooperative's turnaround strategies may not
sufficiently restore profitability and cash flow generation to
support the company's current capital structure. Continued poor
operating performance has led to negative free cash flow
generation, forcing management to sell one of its most profitable
segments, the animal feed business, to Cargill for about $170
million. This is in addition to more peripheral assets, such as its
recent sale of select agronomy locations in Georgia and Florida for
about $30 million. The animal feed business represented
approximately $275 million in sales and over $25 million in gross
profit in fiscal 2016, and has been one of the company's growing,
more stable, and attractive businesses.

"The negative outlook reflects the secular risks the company faces
and the distinct possibility that its turnaround strategies may not
be sufficient to restore profitability and cash flow generation. As
a regional crop input distributor, the company lacks the economies
of scale to compete with larger players and is selling key
businesses and transforming into a more client-facing marketer.
Stabilizing the business is an important condition for the company
to be able to address its currently unsustainable capital
structure, which we believe the company has made a near-term
priority. If these strategies do not restore EBITDA and free cash
flow generation in the current fiscal year, a near-term default may
become more likely.

"We would lower the rating if it appears likely a default will
occur in the subsequent 12 month period. This would be the case if
business conditions deteriorate further in the coming quarters and
we believe the currently low chances of the company repurchasing
its bonds at a discount to par becomes more likely. Additional
factors in a lower rating include an increased likelihood the
company's turnaround strategy will not be successful, and earnings
and working capital don't improve in the current fiscal year ending
June 2018 (possibly due to continued weakness in the company's
agronomy segment leading to sustained periods of negative free cash
flow and de minimis cash balances); or if it appears more likely
the company will pursue a distressed exchange.

"We could consider revising the outlook to stable if the company
improves its financial performance, including positive free cash
flow and EBITDA interest coverage over 1.5x. Achieving better
financial performance would require the company to significantly
lower its debt burden or restructure its operating businesses and
reduce its inherent earnings volatility, particularly in its
agronomy segment. Working capital improvements stemming from the
company's turnaround strategy, coupled with sustained operating
improvement in the company's fertilizer and crop businesses, could
stabilize operating performance and significantly improve cash flow
and EBITDA interest coverage."

Southern States Cooperative, Inc. provides fertilizers, seeds,
livestock feed, pet food, animal health supplies, petroleum
products, and other farm and home items. It was formerly known as
Virginia Seed Service, Inc. and changed its name to Southern States
Cooperative, Inc. in 1933. The company was founded in 1923 and is
based in Richmond, Virginia.



SPI ENERGY: Regains Compliance with Nasdaq Bid Price Rule
---------------------------------------------------------
SPI Energy Co., Ltd. has received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market Inc. stating
that the Company has regained compliance with the Nasdaq Listing
Rule 5450(a)(1) with respect to the bid price of the Company's
ordinary shares.  As stated in the letter, the Staff has determined
that for at least the last 10 consecutive business days, from Nov.
8, 2017 to Nov. 24, 2017, the closing bid price of the Company's
ordinary shares has been at $1.00 per share or greater.

                       About SPI Energy

SPI Energy Co., Ltd. -- http://investors.spisolar.com/-- is a
global provider of photovoltaic (PV) solutions for business,
residential, government and utility customers and investors.  SPI
Energy focuses on the EPC/BT, storage and O2O PV market including
the development, financing, installation, operation and sale of
utility-scale and residential PV projects in China, Japan, Europe
and North America.  The Company operates an online energy
e-commerce and investment platform in China, as well as B2B
e-commerce platform offering a range of PV and storage products in
Australia.  The Company has its operating headquarters in Hong Kong
and maintains global operations in Asia, Europe, North America and
Australia.

SPI Energy incurred net losses of $5.2 million, $185.1 million and
$220.7 million in 2014, 2015 and 2016, respectively.  The Company
had an accumulated deficit of $466.8 million as of Dec. 31, 2016.
The Company had net cash used in operating activities of $56.5
million in 2014, net cash used in operating activities of $155.5
million in 2015 and net cash used in operating activities of $47.0
million in 2016.  The Company also had a working capital deficit of
$176.2 million as of Dec. 31, 2016.  In addition, the Company has
substantial amounts of debts that will become due in 2017.

"We have incurred net losses, experienced net cash outflows from
operating activities and recorded working capital deficit.  If we
do not effectively manage our cash and other liquid financial
assets and execute our liquidity plan, we may not be able to
continue as a going concern," the Company stated in its annual
report on Form 20-F for the year ended Dec. 31, 2016.

As of Dec. 31, 2016, SPI Energy had $361.81 million in total
assets, $374.7 million in total assets and a total shareholders'
deficit of $12.92 million.


SPRUHA SHAH: May Use Cash Collateral Through Jan. 31
----------------------------------------------------
Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois entered a sixth interim order
authorizing Spruha Shah, LCC, and its debtor-affiliates to use the
cash collateral of MB Financial Bank through and including January
31, 2018.

The Court will hold another hearing January 25, 2018, at 10:00 a.m.
regarding the Debtor's further use of cash collateral.

MB Financial objected to the use of its cash collateral.  However,
the judge held that the Debtors are authorized to use cash
collateral conditioned on these terms and conditions:

     (a) Spruha Shah, LLC, must make $11,033.60 adequate protection
payments, of which $4,571.03 are to be deposited into escrow for
the payment of real estate taxes, on or before December 15, 2017,
and January 15, 2018.

     (b) Sneh and Sahil Enterprises, Inc. must make $2,100 adequate
protection payment to MB Financial on or before December 15, 2017,
and January 15, 2018.

     (c) MB Financial is granted post-petition replacement liens in
the Debtors’ property to the extent that the value of their
pre-petition cash-collateral diminishes post-petition.

     (d) The Debtors are authorized to pay from the funds in their
Debtor-in-Possession operating accounts only: (i) those types of
expenditures specified in the Budgets for the applicable periods
set forth in the Budget and (ii) in the amounts set forth for each
line item expenditure in the Budget. The Budget provides total
expenditures of approximately $62918.60 for the month of December
2017 and $60718.60 for the month of January 2018;

     (e) The Debtors will not use, sell or otherwise dispose of any
of Debtors’ assets, except in the ordinary course of their
business, without further order of the Court;

     (f) The Debtors agree not to incur any further indebtedness
other than in the ordinary course of business, grant or provide
liens, or guaranty other obligations, without the prior written
consent of MB Financial and the Court;

     (g) The Debtors will not make any cash payments for labor and
will make all payroll withholding payments or provide for 1099
reporting of any amounts paid to non-regular employees or
independent contractors;

     (h) The Debtors will maintain all insurance coverage
requirements pursuant to the provisions of its existing agreements
with MB Financial, including maintaining MB as loss payee under
Debtors’ property insurance policy on the Premises, and will
promptly provide MB with a certificate of insurance upon request.

     (i) The Debtors will properly maintain the Premises in good
repair and properly manage such Premises; and

     (j) The Debtor will permit MB Financial to inspect, upon
reasonable notice, Debtors' books and records.

A copy of the Sixth Interim Order is available at:

          http://bankrupt.com/misc/ilnb17-18858-65.pdf

                       About Spruha Shah

Sneh and Sahil Enterprises, Inc. -- http://www.arlingtonrental.com/
-- does business under two assumed names, as follows: (a) Arlington
Rental, which rents out party equipment and supplies, like tents,
portable dance floors, tables chairs and other catering needs, and
(b) R Lederleitner Landscape, provides landscaping services.  It
operates from a commercial property owned by Spruha Shah.

Spruha Shah, LLC, a single asset real estate as defined in 11
U.S.C. Section 101(51B), is the owner of the real property commonly
known as 500 S. Hicks Rd., Palatine, Illinois.

Spruha Shah, LLC, and Sneh and Sahil Enterprises filed Chapter 11
bankruptcy petitions (Bankr. N.D. Ill. Case Nos. 17-18858 and
17-18861) on June 22, 2017.  The petitions were signed by Sanjay
Shah, managing member.  The cases are jointly administered under
Spruha Shah's, with Judge Deborah L. Thorne presiding.

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

The Debtors are represented by Timothy C. Culbertson, Esq., at the
Law Offices of Timothy C. Culbertson.


STERLING ENTERTAINMENT: Wants to Use Cash Collateral
----------------------------------------------------
Sterling Entertainment Group LV, LLC, asks for permission from the
U.S. Bankruptcy Court for the District of Nevada to use cash
collateral

A hearing to consider the Debtor's use of cash collateral will be
held on Dec. 27, 2017, at 1:30 p.m.  

The Debtor owns the Olympic Garden Gentlemen's Club and the real
property associated with it.  The Club is currently not operational
and does not generate any cash flow for the Debtor.  The Club and
the real property incur monthly expenses.  The Debtor requires the
use of cash collateral from rents generated from its commercial
tenants to pay these expenses, which include utilities, insurance
premiums, licensing preservation fees, and property maintenance
expenses.  The Debtor also seeks to use cash collateral to pay
administrative expenses including quarterly U.S. Trustee fees and
attorney's fees approved by the Court.  The Debtor seeks
authorization to use cash collateral from its leases to pay these
expenses which are necessary to preserve and protect the value of
the estate assets for the benefit of all creditors, including the
secured creditor.

The Debtor requires the use of cash collateral, which may be
comprised of the rental income from GVIH and Boston Pizza, to pay
for: (a) the costs of operating its business, and (b) the costs of
administration of the Debtor's chapter 11 case, including the
Debtor's attorneys' fees and U.S. Trustee's fees.

The Debtor contends that Aristotle Holdings Limited Partnership is
adequately protected by virtue of the equity cushion in the
Property.  Aristotle has never challenged the existence of an
equity cushion and included prepetition attorney's fees in its
proof of claim, evidencing its reasoning that it is an oversecured
creditor.  The Property was appraised in 2015 at $12,060,000.  The
appraisal was based solely on the value of the real property and
did not take into account any leases, business revenues, inventory,
or FF&E.  Aristotle is owed $8,500,000.  Thus, there is a
$3,500,000 or a 41%, equity cushion in the real property.
Therefore, Aristotle's interests are adequately protected.

The Debtor also contends that Aristotle is adequately protected by
virtue of the Debtor's continued operation of its business and the
expenditure of cash on maintaining its business and the value of
the Property.  The Debtor's proposed use of cash collateral to
maintain the privileged licenses, and to pay necessary expenses
such as utilities, insurance premiums, routine property maintenance
expenses, and administrative expenses for the costs of
administering the bankruptcy estate maintains and/or increases the
value of the Property for the benefit of Aristotle and all
creditors.

In stark contrast to a going concern, the Debtor explains that in a
liquidation or foreclosure scenario the value of the Debtor's
business and the real property will be severely impacted.  Even
under the most conservative multiples for going concern value,
going concern value generally exceeds liquidation value.

The Debtor anticipates generating positive cash flow from operating
its business should its proposed lease of Club operations with
Garden Variety Investment Holdings, LLC, be approved.  Thus, new
cash will become available for replacement liens at a greater rate
than the cash is spent.  Adequate protection to Aristotle can be
provided and maintained through a grant of post-petition
replacement liens and security interests to the extent of any
diminution in value of the prepetition collateral.

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

            http://bankrupt.com/misc/nvb17-13662-90.pdf

               About Sterling Entertainment Group

Los Angeles, California-based Sterling Entertainment Group LV, LLC,
owns the Olympic Garden Gentlemen's Club located at 1531 Las Vegas
Boulevard, Las Vegas, Nevada 89104 as well as the real Property
associated with the Club.  Sterling Entertainment Group filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
D. Nev. Case No. 17-13662) on July 6, 2017.  The petition was
signed by Amadouba Tall, trustee of Salahadin Family Trust.

The Hon. August B. Landis presides over the case.  Bryan M
Viellion, Esq., at Kaempfer Crowell, represents the Debtor.  At the
time of filing, the Debtor estimated $10 million to $50 million in
both assets and liabilities.


STERLING MID-HOLDINGS: S&P Raises ICR to 'CCC', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings said it raised its long-term issuer credit
rating on Sterling Mid-Holdings Ltd. to 'CCC' from 'SD' (selective
default). The outlook is negative.

S&P said, "We also raised the debt ratings on the 10.5%/12.0%
senior secured payment-in-kind (PIK) toggle notes and 10.5% senior
secured notes to 'CC' from 'D'. The recovery rating for the senior
secured notes remains unchanged at '6', indicating our expectation
for negligible recovery (0%) in the event of default."

The rating reflects Sterling's ongoing weak operating performance,
its unsustainable financial leverage, its exposure to adverse
regulatory reforms, and its reliance on Lone Star through equity
injections and debt buybacks. S&P does not expect the recovery
prospects on notes to change because the firm has a $115 million
revolver and a $400 million securitization facility, which are
considered to be priority debt.

The negative outlook reflects S&P Global Ratings' belief that
Sterling's weak operating performance may worsen due to regulatory
overhang that may result in lower origination volume, high loan
losses, and increased compliance costs. The outlook also
incorporates the firm's unsustainable capital structure and
reliance on its financial sponsor parent (Lone Star) for funding
needs to meet its operational requirements.

S&P could lower the ratings over the next 12 months if cash EBITDA
coverage of interest does not improve above 0.5x on a sustained
basis. S&P could also lower the rating if the firm seeks an
amendment on making cash interest payment on its senior secured
notes.

An upgrade is highly unlikely over the next 12 months.

Sterling Mid-Holdings Ltd. is a debt issuing vehicle. The company
was incorporated in 2014 and is based in St Helier, Channel
Islands.



T&C GYMNASTICS: Can Continue Using Cash Collateral Until Jan. 10
----------------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized T&C Gymnastics, LLC, to
continue using cash collateral until January 10, 2018 at 10:30
a.m., at which time a final hearing on the use of cash collateral
will take place.

The Debtor acknowledged that there exists a valid lien upon its
assets as of the Petition Date, including the cash proceeds thereof
by:

     -- William and Janice Whitaker who holds a security interest
in substantially all the assets of the Debtor by way of lien in the
amount of $71,094, and

     -- Financial Agent Services who holds a security interest in
substantially all the assets of the Debtor by way of a lien duly
filed of which the amount of $17,214 is still due and owing as of
the Petition Date.

The Whitakers and Financial Agent Services are granted security
interest in and replacement lien upon all the Debtor's currently
existing and after-acquired property, and the proceeds and products
thereof, to the extent actually used and for the diminution in the
value of Whitakers' and Financial Agent Services' cash collateral.
The replacement lien will be the same lien as existed as the
prepetition valid liens of record.

In addition to and as a supplement to the foregoing protection, the
Debtor is also required to:

      (a) make interim monthly payments to the Whitakers in the
amount of $250, and to Financial Agent Services in the amount of
$800;

      (b) maintain insurance covering the full value of all
collateral, and will permit onsite inspection of such collateral,
policies of insurance and financial statements; and  

      (c) deposit and maintain all cash and all proceeds of
accounts receivable, inventory, contract rights and general
intangibles in a separate operating account -- Debtor-in-Possession
Account.

A full-text copy of the Interim Order is available at:

          http://bankrupt.com/misc/ilnb16-14993-132.pdf

                        About T&C Gymnastics

T&C Gymnastics, LLC, provides gymnastics instruction and lessons to
children of all ages.

T&C Gymnastics sought chapter 11 protection (Bankr. N.D. Ill. Case
No. 16-14993) on May 2, 2016.  The petition was signed by Tony
Whitaker, manager.  At the time of the filing, the Debtor estimated
its assets at $50,001 to $100,000 and debts at $100,001 to
$500,000.

The Debtor is represented by Joshua D. Greene, Esq., at Springer
Brown LLC.

                           *    *    *

The Troubled Company Reporter, on June 27, 2016, reported that T&C
Gymnastics filed a plan of reorganization and accompanying
disclosure statement proposing a 100% distribution to 100% of the
allowed claims of general unsecured creditors. A full-text copy of
the Disclosure Statement is available at:

                 http://bankrupt.com/misc/ilnb16-14993-36.pdf    


T-MOBILE US: S&P Raises CCR to 'BB+' on Strong Operating Results
----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Bellevue,
Wash.-based T-Mobile U.S. Inc. to 'BB+' from 'BB'. The outlook is
stable.

U.S. wireless carrier T-Mobile US Inc. continues to record strong
operating and financial results, which has resulted in leverage
reduction and improved free operating cash flow (FOCF) generation.

S&P said, "At the same time, we raised the senior unsecured debt
rating to 'BB+' from 'BB'. The recovery rating is unchanged at '3',
which indicates our expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery in the event of payment default."

The 'BBB-' senior secured debt rating is unchanged since it is
subject to a ratings cap. The recovery rating on the senior secured
debt is unchanged at '1', which indicates S&P's expectation for
very high (90-100%; rounded estimate: 95%) recovery in the event of
payment default.

S&P said, "The upgrade reflects T-Mobile's strong operating and
financial performance and improvement in key credit metrics,
including adjusted debt to EBITDA, which we expect will be in the
low-3x area (excluding the impact of lease accounting) over the
next couple of years. We also expect that FOCF to debt will be
above 10% during this time period as working capital pressures from
equipment installment plans (EIP) subside since the company's
customer base is almost fully penetrated on EIP. Furthermore,
following the terminated merger discussions with Sprint, we believe
the company will maintain a moderate financial policy over at least
the next 12 months, although we recognize the potential for
longer-term strategic events that could affect credit risk. Our
base-case forecast assumes ongoing share repurchases and spectrum
license acquisitions that support T-Mobile's s stated leverage
target of 3x to 4x longer term.   

"The outlook is stable and reflects our expectation that despite
formidable competition from other wireless providers, T-Mobile is
well positioned at least over the near term to expand its customer
base, grow EBITDA, and improve FOCF generation through its
differentiated service offering although we expect that the company
will allocate FOCF to shareholder distributions and the acquisition
of spectrum licenses such that adjusted leverage remains in the
low-3x area over the next year.

"We could lower the rating if adjusted debt to cash EBITDA rises
above 4x on a sustained basis. This could occur if competitive
pressures result in a deterioration in operating performance,
including higher churn, post-paid subscriber losses, lower ARPU,
and margin compression. We could also lower the rating if the
company pursues a more aggressive financial policy than is
currently captured in our base-case forecast.

"While unlikely in the near term given the competitive dynamics of
the wireless industry and the company's stated financial policy
that its target leverage is 3x to 4x, we could raise the ratings if
the company reduced adjusted debt to cash EBITDA to the high-2x
area and increased FOCF to debt to at least 15% on a sustained
basis. We could also raise the ratings if the company significantly
increased its market share in the postpaid segment and improved its
reported cash EBITDA margin to above 30%."

T-Mobile US, Inc., together with its subsidiaries, provides mobile
communications services in the United States, Puerto Rico, and the
U.S. Virgin Islands. The company offers voice, messaging, and data
services to approximately 71 million customers in the postpaid,
prepaid, and wholesale markets. It also provides wireless devices,
including smartphones, tablets, and other mobile communication
devices, as well as accessories that are manufactured by various
suppliers. The company offers services, devices, and accessories
under the T-Mobile and MetroPCS brands through its owned and
operated retail stores, as well as Websites. T-Mobile US, Inc. also
sells its devices and accessories to dealers and other third party
distributors for resale through independent third-party retail
outlets and various third-party Websites. As of December 31, 2016,
it had approximately 2,000 T-Mobile and MetroPCS retail locations,
including stores and kiosks. The company was founded in 1994 and is
headquartered in Bellevue, Washington. T-Mobile US, Inc. is as a
subsidiary of Deutsche Telekom Holding B.V.



TENNECO INC: Fitch Affirms BB+ Long-Term IDR; Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) for Tenneco Inc. (TEN) and its Tenneco Automotive Operating
Company Inc. subsidiary (TAOC) at 'BB+'. In addition, Fitch has
affirmed TEN's secured revolving credit facility rating at
'BBB-'/'RR1' and TEN's senior unsecured notes rating at
'BB+'/'RR4'. Fitch has also affirmed TAOC's secured term loan A
rating at 'BBB-'/'RR1'. The Rating Outlook is Stable. TEN's ratings
apply to a $1.6 billion secured revolving credit facility and $725
million in senior unsecured notes. TAOC's ratings apply to a term
loan A with $395 million outstanding.  

KEY RATING DRIVERS

TEN and TAOC's ratings are supported by the company's market
position as a top global supplier of emission control and vehicle
suspension components, with a strong presence in both the original
equipment and aftermarket segments. Fitch expects demand for TEN's
Clean Air products to remain strong over the intermediate term as
global emissions requirements for light vehicles continue to
tighten. In addition, more restrictive global regulations governing
commercial truck and off-highway vehicle emissions are leading to
enhanced growth opportunities and higher profitability for TEN, as
the larger engines in these vehicles require more emissions-related
content. New technologies in the company's Ride Performance
division, including increased production of electronic suspension
systems, will also contribute to revenue and profitability growth
over time, although Fitch expects emissions control products will
be a larger contributor to TEN's sales growth over the intermediate
term. Fitch expects intermediate-term growth in profitability and
FCF will provide the company with solid financial flexibility.

Rating concerns include industry cyclicality, volatile raw material
costs, and variability in fuel prices. Cyclical risk is mitigated
somewhat by the increasing diversification of the company's book of
business and its improving cost structure, as well as
ever-tightening global emissions regulations, which will drive
growth in the market for emission control products independent of
global economic conditions. Also mitigating risk and supporting
near-term liquidity is a lack of material debt maturities until
2022, following the recent amendment of the company's credit
facility. Volatile fuel prices present a risk because the company's
content on smaller and more fuel efficient vehicles tends to be
less profitable. As with other auto suppliers, TEN seeks to
minimize the effect of volatility in raw material prices by passing
along a substantial portion of the change in its material costs to
its original equipment customers. In addition, reflecting the
strengthening of its balance sheet in recent years, the company has
indicated the potential for opportunities that would enhance its
business through acquisitions, which could run the risk of at least
a temporary increase in leverage.

Over the longer term, increased vehicle electrification could lead
to a decline in demand for TEN's Clean Air products. However, Fitch
expects the majority of global vehicles will be produced with
internal combustion engines for many years to come, which, combined
with increasingly stringent emissions regulations, will likely
result in a need for more sophisticated emissions-control content
that could carry higher margins. This could help to offset any loss
of demand resulting from increased vehicle electrification. Higher
demand for TEN's active suspension products in its Ride Control
business, as well as growth in its aftermarket business driven by a
rise in the population of global vehicles, could also help to
offset a decline in the Clean Air business over the longer term.

Another concern is the potential for an adverse outcome in the
ongoing antitrust investigation of TEN, which is primarily being
conducted in Europe and the U.S. However, the European Commission's
(EC) recent closing of the case without penalty in April 2017 and
the U.S. Department of Justice's (DOJ) previous grant of
conditional leniency through the Antitrust Division's Corporate
Leniency Policy are both encouraging. The Leniency Policy limits
TEN's exposure as long as the company self-reports matters to the
DOJ and continues to cooperate with the DOJ's investigation.
Despite these positive developments, a number of other parties are
continuing their investigations, with the continued potential for
an adverse outcome. TEN established a $132 million reserve earlier
in 2017 related to potential antitrust claims and in the first nine
months of the year paid $45 million in cash to resolve certain
claims.

Fitch expects the higher margins generated by TEN's commercial and
off-highway business combined with improvements in the company's
cost structure to support further margin growth over the
intermediate term. Fitch's calculated EBITDA margin was 8.7% in
latest-12-months (LTM) ended Sept. 30, 2017, but excluding
substrate sales, which are primarily related to precious metals
used in emission control systems and are largely passed through to
the company's customers with little mark-up, the EBITDA margin
would have been a relatively strong 11.4% for the period. In the
LTM ended Sept. 30, 2017, substrate pass-through revenue totaled
$2.1 billion, or 24%, of the company's $9.0 billion in total
revenue. Since larger engines require more substrates in their
emissions control systems, substrate pass-through revenue is likely
to increase as a percentage of the company's revenue over the
intermediate term. This will likely result in some apparent margin
dilution that could partially obscure the higher profitability
associated with emissions control products for larger engines.

Fitch expects TEN to produce positive FCF over the intermediate
term, with FCF margins generally running in the low-single digit
range. Fitch expects capital spending as a percentage of revenue to
run at about 4%, which is generally in line with historical levels
over the past several years. FCF in the LTM ended Sept. 30, 2017
was a usage of $63 million, equal to a -0.7% FCF margin. Fitch's
FCF calculation excludes the effect of period-to-period changes in
off-balance sheet factored receivables, which Fitch treats as a
change in financing cash flows. Fitch expects TEN's FCF to turn
positive for the full year 2017, but the FCF margin is expected to
run slightly below 1% for the year, down from 1.6% in 2016. The
expected year-over-year decline is the result of higher capital
spending and the initiation of a common dividend in the first
quarter of 2017. FCF in 2017 also includes a $45 million cash
payment that the company made to resolve certain antitrust claims.
Fitch expects TEN's value-added FCF margin, which excludes
estimated substrate sales from the revenue portion of the
calculation to also run below 1% in 2017 but to rise to the 2x to
2.5x range over the longer term.

Fitch expects TEN's EBITDA leverage, including off-balance sheet
factoring, to run at around 2x over the intermediate term. Fitch
expects funds from operations (FFO) adjusted leverage to run at
around 3x. Fitch expects total debt levels, including off-balance
sheet factoring, to generally run in the $1.8 billion to $1.9
billion range. As of Sept. 30, 2017, TEN's actual EBITDA leverage
(debt/Fitch-calculated LTM EBITDA) was 2.6x and FFO adjusted
leverage was 3.9x. However, by year-end 2017, Fitch expects EBITDA
leverage to decline to the low-2x range and FFO adjusted leverage
to decline to the low-3x range as the company uses is fourth
quarter FCF to reduce some temporary borrowings, as well as a
portion of the amounts outstanding on its off-balance sheet
receivables securitization programs.

Fitch expects TEN's FFO fixed charge coverage to run in the 4.5x to
5x range over the intermediate term as a result of increased FFO on
higher business levels and increased profitability. Actual FFO
fixed charge coverage at Sept. 30, 2017 was 4.4x. Fitch expects
EBITDA interest coverage (LTM EBITDA/gross interest expense) to run
in 8x to 11x range as debt levels and EBITDA fluctuate. As of Sept.
30, 2017, TEN's actual EBITDA interest coverage was 9.9x.

TEN's pension plans remain adequately funded. At year-end 2016, the
company's U.S. plans were 71% funded, with an underfunded status of
$80 million. TEN's non-U.S. plans were 84% funded, with an
underfunded status of only $69 million. TEN contributed $20 million
to its U.S. plans and $17 million to its non-U.S. plans in 2016.
The company contributed $22 million to its global plans in the
first nine months of 2017, and it expects to make about $10 million
in required contributions over the remainder of the year. Overall,
Fitch views the funded status and required contributions related to
TEN's pension plans to be manageable, given the company's liquidity
and FCF prospects.

TEN's secured revolver and TAOC's secured Term Loan A both have a
recovery rating of 'RR1' and are rated one-notch above the
Long-Term IDR, reflecting their substantial collateral coverage,
which includes virtually all of the company's U.S. assets and up to
66% of the stock of its first-tier foreign subsidiaries. Based on
Fitch's recovery rating criteria, 'BBB-' is the highest issue
rating that may be assigned to an issuer with an IDR of 'BB+' or
lower. Fitch has assigned a recovery rating of 'RR4' to TEN's
senior unsecured notes, reflecting Fitch's expectations for an
average recovery in a distressed scenario.

DERIVATION SUMMARY

TEN has a relatively strong competitive position focusing on
automotive clean air and ride control technologies that are likely
to grow in demand over the longer term as auto manufacturers
increasingly focus on ways to reduce vehicle emissions and improve
ride quality. Although the company's clean air business could come
under pressure over the longer term as the auto industry focuses
more on electric vehicles, over the intermediate term, tightening
global regulations on emissions from internal combustion engines
will drive higher demand for TEN's products. Growing demand for
increasingly sophisticated ride control systems will also benefit
the company. That being said, compared with certain high-technology
auto suppliers, such as Delphi Automotive PLC ('BBB'/Stable) or
Visteon Corporation (Not Rated 'NR'), which are increasingly
focused on in-car advanced technologies, TEN is focused on products
that are related to vehicle performance characteristics.

TEN's margins are generally in-line with issuers in the high-'BB'
range. From a size perspective, TEN is mid-pack among the global
auto suppliers, with less than one-third the revenue of the largest
players, such as Continental AG ('BBB+'/Stable), Magna
International Inc. (NR) or Robert Bosch GmbH (F2). TEN's credit
protection metrics are also generally in-line with its ratings,
with weaker metrics than most auto suppliers in the 'BBB' category,
such as BorgWarner Inc. ('BBB+'/Stable) Delphi or Lear Corporation
(bbb-*/positive*). TEN's metrics are generally closer to those of
Dana Incorporated ('bb+*'/stable*) and The Goodyear Tire & Rubber
Company ('BB'/Stable).
No country-ceiling, parent/subsidiary or operating environment
aspects impact the rating.

KEY ASSUMPTIONS

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

-- U.S. light vehicle sales run in the high-16 million to low-17
    million range over the next several years, while global sales
    rise in the low-single digit range;

-- Debt, including off-balance sheet securitizations, generally
    runs in the $1.8 billion to $1.9 billion range over the next
    several years;

-- Capital spending runs at about 4% to 4.5% over revenue over
    the intermediate term;

-- The company keeps between $300 million and $400 million in
    consolidated cash on hand, with any excess cash used for share

    repurchases or acquisitions.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- An increase in TEN's value-added free cash flow margin to
    about 3% on a consistent basis;
-- A decline in FFO adjusted leverage to 2.5x or lower;
-- An increase in FFO fixed charge coverage to 5x or higher.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- A severe decline in global vehicle production that leads to
    reduced demand for TEN's products;
-- A decline in TEN's value-added free cash flow margin to below
    1% for an extended period;
-- An increase in FFO adjusted leverage to 4x or higher;
-- A decline in FFO fixed charge coverage to 3x or lower;
-- An adverse outcome from the antitrust investigation that leads

    to a significant decline in liquidity or an increase in
    leverage.

LIQUIDITY

Fitch expects TEN's liquidity to remain adequate over the
intermediate term. At Sept. 30, 2017, TEN had $277 million in
unrestricted cash and cash equivalents, but nearly all of this was
located outside the U.S. Despite this, Fitch expects the company
will continue to repatriate cash from its non-U.S. operations at a
level sufficient to cover most of its U.S. cash needs that are not
covered by cash generated in the U.S. In addition to its cash, TEN
had $1.1 billion in availability on its $1.6 billion secured
revolver, after accounting for $453 million in outstanding
borrowings.

Based on its criteria, Fitch treats non-U.S. cash, as well as and
cash needed to cover seasonal needs and other obligations, as "not
readily available" for purposes of calculating net metrics. Due to
the substantial portion of TEN's consolidated cash that is outside
the U.S., along with the seasonality in its business, Fitch has
treated all of TEN's consolidated cash at Sept. 30, 2017 as not
readily available. However, as noted above, Fitch believes the
company has sufficient financial flexibility to meet its
intermediate-term cash obligations.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings with a Stable Outlook:

Tenneco Inc.
-- Long-term Issuer Default Rating (IDR) at 'BB+';
-- Secured revolving credit facility rating at 'BBB-'/'RR1';
-- Senior unsecured notes at 'BB+'/'RR4'.

Tenneco Automotive Operating Company Inc.
-- Long-term IDR at 'BB+';
-- Secured term loan rating at 'BBB-'/'RR1'.


TERVITA CORP: Moody's Hikes Corporate Family Rating to B1
---------------------------------------------------------
Moody's Investors Service upgraded Tervita Corporation's Corporate
Family Rating to B1 from B2 and Probability of Default Rating to
B1-PD from B2-PD. The B2 rating on the US$360 million senior
secured notes was affirmed. The rating outlook remains stable.

"Tervita's upgrade reflects increasing EBITDA, driven by growth in
waste volumes coming from drilling and completion activities that
is improving credit metrics," said Moody's Assistant Vice President
Paresh Chari.

Upgrades:

Issuer: Tervita Corporation

-- Probability of Default Rating, Upgraded to B1-PD from B2-PD

-- Corporate Family Rating, Upgraded to B1 from B2

Outlook Actions:

Issuer: Tervita Corporation

-- Outlook, Remains Stable

Affirmations:

Issuer: Tervita Corporation

-- Senior Secured Regular Bond/Debenture, Affirmed B2(LGD4)

RATINGS RATIONALE

Tervita's B1 Corporate Family Rating is driven by its competitive
advantage and barrier-to-entry of its landfill and Transfer,
Remediation & Disposal (TRD) facilities, its extensive network of
fixed facility waste management sites across Western Canada,
coupled with strong leverage in 2018 (towards 3x), and a majority
portion of EBITDA that is tied to production related volumes and
contracts. Moody's expect somewhat increased solids and fluids
volumes to be processed through Tervita's waste-handling facilities
through 2018, which will help to drive the improvement in credit
metrics. The rating is constrained by its exposure to drilling and
completion activity which is tied to producer capex spending,
concentration in the TRD and landfill business, and its
concentration in Western Canada.

Tervita's liquidity is good. At September 30, 2017, Tervita had
C$129 million of cash and C$121 million available (after C$79
million in letters of credit) under its C$200 million secured
revolving credit facility, due December 2019. Moody's expect
roughly C$25 million in free cash flow in 2018. Moody's expect
Tervita will maintain compliance with all three of its financial
covenants. Alternative sources of liquidity are limited as all
assets are largely pledged to the secured lenders.

In accordance with Moody's Loss Given Default (LGD) Methodology,
the suggested rating for the US$360 million senior second lien
notes is B1, reflecting the amount of priority ranking secured debt
in the form of the C$200 million revolving credit facility and very
modest loss absorption cushion provided by trade payables and lease
rejection claims. However, Moody's views the B2 rating on the
senior secured notes as more appropriate due to the very modest
cushion the cyclically moving trade payables provide.

The rating outlook is stable because Moody's expect a modest
improvement in oil and gas activity in Western Canada in 2018,
leading to a small increase in EBITDA and an improvement in already
healthy leverage metrics.

The ratings could be upgraded if debt to EBITDA is below 2.5x (TTM
Sept 30-2017 3.7x) and EBITDA to interest is above 4x, which are
strong metrics that will offset Tervita's small size and its
business concentration.

The ratings could be downgraded if debt to EBITDA is above 4.5x
(TTM Sept 30-2017 3.7x) and EBITDA to interest is below 3x.

Tervita, based in Calgary, Alberta, is an privately-owned oilfield
services company that largely focuses on providing waste treatment
and disposal solutions to oil & gas producers in Western Canada.

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


TGBG ADULT DAYCARE: Taps Raquel S. White as Legal Counsel
---------------------------------------------------------
TGBG Adult Daycare, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire the Law Office of Raquel
S. White, LLC as its legal counsel.

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

Raquel White, Esq., the attorney who will be handling the case,
charges an hourly fee of $295.

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

The firm can be reached through:

     Raquel S. White, Esq.
     Law Office of Raquel S. White, LLC
     1300 Mercantile Lane, Suite 139
     Largo, MD 20774 301-513-0599
     Phone: 866-801-5539
     Fax: raquel@rswhite.com

                  About TGBG Adult Daycare Inc.

Based in Greenbelt, Maryland, TGBG Adult Daycare, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Case No. 17-25873) on November 28, 2017.  At the time of the
filing, the Debtor disclosed that it had estimated assets and
liabilities of less than $50,000.


TOURIST DEVELOPMENT ORLANDO FL: S&P Raises Tax Bond Rating to 'B+'
------------------------------------------------------------------
S&P Global Ratings raised its underlying rating (SPUR) to 'B+' from
'CCC+' on Orlando, Fla.'s series  2008C (third-lien) sixth-cent
tourist development tax (TDT) bonds. The outlook is positive.

"The rating action reflects our view of the ability of 2017 pledged
revenue to fully meet annual debt service across all liens and meet
third-lien target principal payments through at least 2027
following the 2017 refinancing of the 2008 TDT bonds," said S&P
Global Ratings credit analyst Randy Layman.

The positive outlook reflects S&P's view that pledged revenue will
likely remain sufficient to meet scheduled principal and interest
across all three liens and the target principal on the third lien,
which would have the effect of further improving coverage and
reducing the risk of the bullet maturity if met.



TS WAXAHACHIE: Unsecured Creditors to Get 100% Over 7 Years
-----------------------------------------------------------
TS Waxahachie, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas a disclosure statement and Small
Business Plan of Reorganization dated November 16, 2017.

Under the Plan, the general unsecured creditors classified in Class
6 will receive a distribution of 100% of their allowed claims, to
be distributed as in pro-rata shares over the period of 7 years.

Payments and distributions under the Plan will be funded by the
income generated by the Debtor. The Debtor estimates that its total
obligation under the terms of the plan would be approximately
$3,089 per month. However, the Debtor anticipates that the monthly
amount will decrease as debts are paid off.

A full-text copy of the Disclosure Statement is available for free
at https://tinyurl.com/yddmtw9h

Counsel for TS Waxahachie:

            Charles R. Chesnutt, Sr., Esq.
            CHARLES R. CHESNUTT, P.C.
            12222 Merit Drive, Suite 1200
            Dallas TX 75251
            Phone: 972.248.7000
            Fax: 972.559.1872
            Email: cc@chapter7-11.com

                       About TS Waxahachie

TS Waxahachie, LLC is a privately-held limited liability company
formed in May 26, 2015, and based in Waxahachie, Texas.  Its
principal business consists of a pizza restaurant.  Its management
team is lead by Joshua Evola.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 17-30265) on January 20, 2017.
The petition was signed by Joshua Evola, manager.  The case is
assigned to Judge Stacey G. Jernigan.

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

The Debtor hired Tonja Barnebee CPA, PC as accountant.

No trustee, examiner or creditors' committee has been appointed.


TTM TECHNOLOGIES: Moody's Affirms B1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed TTM Technologies, Inc.'s credit
ratings including the company's B1 Corporate Family Rating (CFR),
B1-PD Probability of Default Rating ("PDR"), Ba1 rating on the US
senior secured ABL revolver, Ba3 rating on the senior secured term
loan, and B2 rating on the guaranteed senior unsecured notes. The
SGL-1 speculative grade liquidity rating is unchanged. The
affirmation of TTM's credit ratings follows its announcement of a
planned $775 million all-cash acquisition of Anaren, Inc.
("Anaren"). The rating outlook remains stable.

TTM has initially indicated that financing of the Anaren purchase
will be funded by cash on hand in addition to $700 million of
incremental term loan debt. A change in the final composition of
the debt financing could impact the company's debt instrument
ratings. The transaction is subject to customary closing
conditions, including regulatory approvals, and is expected to
close in the first half of 2018.The proposed acquisition is credit
negative given the integration risks as well the more than 1 turn
increase in pro forma debt leverage. Nevertheless, the affirmation
of the B1 CFR reflects TTM's public commitment to use free cash
flow to delever as well as the diversification and scale benefits
of the acquisition which combines TTM's strength in printed circuit
board ("PCB") manufacturing with Anaren's radio frequency ("RF")
components expertise, particularly within the aerospace and defense
industries.

Moody's affirmed the following ratings:

Corporate Family Rating-B1

Probability of Default Rating-B1-PD

Senior Secured Revolving Credit Facility expiring 2020 --Ba1
(LGD2)

Senior Secured Term Loan B due 2024 --Ba3 (LGD3)

$375 million Senior Unsecured Notes due 2025 -- B2 (LGD-4)

Outlook is stable

RATINGS RATIONALE

TTM's B1 CFR, which is weakly positioned, is constrained by the
company's relatively high pro forma debt leverage of nearly 4x
trailing EBITDA, coupled with integration risk relating to the
pending Anaren purchase in which TTM is expanding its business
focus beyond its core product markets. The ratings also reflect the
highly fragmented and competitive nature of the electronic PCB
industry in which the company operates as well as TTM's exposure to
economic cycles that could limit revenue growth prospects and
margin expansion. The rating is supported by the company's strong
market presence as a manufacturer of specialty PCB products such as
advanced multiple layer count and high density interconnect PCBs.
The ratings are also supported by TTM's strong free cash flow that
provides financial flexibility to invest in research and
development initiatives and state of the art manufacturing
facilities to stay on the leading edge of PCB fabrication ahead of
rival Asian providers of commoditized PCBs.

The stable outlook reflects Moody's expectation that
post-acquisition, TTM will generate low single digit pro forma
revenue growth due principally to modestly improving end market
demand trends. Operating leverage benefits, the realization of cost
synergies from the Anaren integration, and expected debt repayments
from free cash flow should drive leverage to about 3x within 12 to
18 months following the transaction close.

What Could Change the Rating -- Up

TTM's ratings could be upgraded if the company continues to improve
its competitive position in the PCB sector and demonstrates
consistent growth that exceeds that of the broader market while
realizing sustained improvement in its credit metrics.

What Could Change the Rating -- Down

The ratings could be downgraded if TTM experiences deteriorating
financial performance due to market share losses or significant
margin erosion as a result of lower volumes, pricing pressures, or
higher operating costs. Additionally, the ratings could be
downgraded if debt financed acquisitions or shareholder initiatives
result in debt leverage expected to be maintained above 3.5x or
FCF/debt below 10%.

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.

TTM is a provider of complex multi-layer PCBs and electromechanical
solutions. The products are used for applications in the aerospace
& defense, automotive, information technology, networking &
communications infrastructure, industrial and healthcare/medical
end markets. Moody's expects TTM's revenues in 2017, on a
standalone basis, to approximate $2.6 billion.


TTM Technologies: S&P Places 'BB' CCR on CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings placed its 'BB' corporate credit rating, and all
other ratings, on Costa Mesa, CA-based TTM Technologies Inc. on
CreditWatch with negative implications.

U.S.-based printed circuit board manufacturer TTM Technologies Inc.
has agreed to acquire Anaren Inc. for approximately $775 million in
cash from affiliates of Veritas Capital.

The CreditWatch listing reflects the company's announcement to
issue $700 million of debt to finance the acquisition of Anaren
Inc., which expands TTM's engineering skillset, adding to the
existing A&D and network and communications industry segments,
along with expanding TTM's existing radio frequency technology.

S&P expects, "We expect initial cost synergies to be minimal, with
the primary source of near term deleveraging expected to come from
debt repayment. TTM has shown a willingness in the past to use FOCF
to deleverage. We intend to resolve our CreditWatch listing once we
have had a chance to discuss the transaction with management and
better understand the debt structure financing the acquisition."

TTM Technologies, Inc., together with its subsidiaries,
manufactures printed circuit boards (PCBs) worldwide. In addition,
the company offers various services, including design for
manufacturability, PCB layout design, simulation and testing, and
quick turnaround services. The company’s customers include
original equipment manufacturers and electronic manufacturing
services companies that primarily serve the
networking/communications, cellular phone, computing, aerospace and
defense, and medical/industrial/instrumentation end markets of the
electronics industry; and the U.S. government. TTM Technologies,
Inc. was founded in 1978 and is headquartered in Costa Mesa,
California.


UNIVERSITY OF THE ARTS: Fitch Rates $47.8-Mil. 2017 Bonds 'BB+'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to approximately $47.8
million of series 2017 bonds issued by the Philadelphia Authority
for Industrial Development on behalf of The University of the Arts
(UArts). The bonds are expected to be sold via negotiated sale
during the week of Dec. 11.

The Rating Outlook is Stable.

Proceeds from the series 2017 bonds will refund series 2000, series
2006A, and series 2015 revenue bonds, each issued by the
Pennsylvania Higher Educational Facilities Authority, refund a
mortgage payable, finance certain capital projects and pay issuance
costs.

SECURITY

The bonds are secured by general, unrestricted revenues of UArts as
well as first lien mortgage on certain university property (i.e.
three academic and/or residential buildings) in Philadelphia, PA.

KEY RATING DRIVERS

SLIM FINANCIAL CUSHION: The 'BB+' rating reflects the University of
the Arts' limited balance sheet resources as compared to operating
expenses and pro forma debt. Ratios improve slightly when adjusting
for an $18.7 million pledge receivable received in fiscal 2017.

PRESSURED DEMAND: Overall, institution-wide enrollment has declined
year-over-year since at least fall 2012, though strategic efforts
helped support a stronger fall 2017 class. UArts' acceptance rate
remains high at approximately 75%, which may reflect some
self-selection. Positively, about 35% of accepted students
matriculate and retention is solid at over 80%, which should help
support steadier enrollment going forward.

NEGATIVE OPERATIONS: UArts has a track record of negative
operations, including a negative 4.8% margin inclusive of endowment
payout in fiscal 2017. UArts remains sensitive to enrollment
volatility, with approximately three-quarters of revenues
associated with student-generated tuition, fees, and auxiliary
receipts.

MANAGEABLE LEVERAGE: The University's post-transaction credit
profile is expected to create a more manageable debt position by
moderating UArts' pro forma maximum annual debt service (MADS)
burden resulting in coverage more in line with investment-grade
peers. The refinancing will extend final maturity by approximately
eight years but will lower MADS to $3.7 million from $7.6 million.

RATING SENSITIVITIES

BALANCE SHEET RESOURCES: A decline in liquidity levels for the
University of the Arts would negatively affect the rating.
Conversely, strengthening the university's balance sheet would be
viewed positively by Fitch.

IMPROVED OPERATIONS AND DEMAND: Positive rating action may occur if
operations noticeably improve to at least breakeven results in the
near term, likely resulting from a significant turnaround in
enrollment, which increases student-generated revenues.


VALEANT PHARMA: Moody's Rates New $1BB Sr. Unsec. Notes Caa1
------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the proposed
$1.0 billion senior unsecured notes of Valeant Pharmaceuticals
International, Inc. There are no changes to Valeant's existing
ratings including the B3 Corporate Family Rating, B3-PD Probability
of Default Rating, Ba3 (LGD 2) senior secured rating, Caa1 (LGD 4)
senior unsecured rating and the SGL-2 Speculative Grade Liquidity
Rating. The rating outlook is stable.

Proceeds of the new 8-year unsecured notes will be used to fund a
tender offer for certain tranches of unsecured notes due 2020. The
transaction is leverage-neutral, but credit positive based on a
modest extension of Valeant's debt maturity profile.

Ratings assigned:

Valeant Pharmaceuticals International, Inc.:

  $1.0 billion senior unsecured notes due 2025 at Caa1 (LGD 4)

RATINGS RATIONALE

Valeant's B3 Corporate Family Rating reflects very high financial
leverage with gross debt/EBITDA of about 7.5 times, and significant
challenges in restoring organic growth. Valeant also faces
considerable uncertainty related to unresolved legal matters.
Patent expirations over the next 12 to 18 months will erode
revenue, causing debt/EBITDA to approach 8.0 times in 2018. This is
higher than Moody's expectations incorporated in the B3 rating.
However, patent expirations will moderate in 2019, resulting in
greater stability on an aggregate basis and a reduction in
debt/EBITDA below 7.5 times.

The credit profile is supported by Valeant's good scale with $8
billion of revenue, good diversity, high margins, and solid cash
flow. Valeant does not face any material debt maturities until
2020.

The rating outlook is stable, reflecting Moody's expectation that
Bausch + Lomb/International and Salix will continue to grow and
that Valeant will use free cash flow to reduce debt.

Factors that could lead to an upgrade including restoring
credibility through solid performance and underlying growth,
reducing debt with free cash flow, and progress at resolving legal
proceedings. Specifically, sustaining debt/EBITDA below 6.0 times
could lead to an upgrade.

Factors that could lead to a downgrade include significant
reductions in pricing or utilization trends, unfavorable
developments in the Xifaxan patent challenge, or escalation of
legal issues or large litigation-related cash outflows.
Specifically, sustaining debt/EBITDA above 7.5 times could lead to
a downgrade.

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical and
healthcare company with expertise including branded dermatology,
gastrointestinal disorders, eye health, neurology, branded generics
and OTC products.

The principal methodology used in this rating was Pharmaceutical
Industry published in June 2017.


VALEANT PHARMACEUTICALS: S&P Rates Senior Unsecured Debt 'B-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '5'
recovery rating to Valeant Pharmaceuticals International Inc.'s
proposed $1 billion senior unsecured notes due 2025. The debt is
rated the same as the company's existing unsecured debt. The
company intends to use proceeds to refinance unsecured debt
maturing in 2020.

S&P said, "Our corporate credit rating remains 'B' with a stable
outlook. All other ratings on Valeant, including our 'B' corporate
credit rating and 'BB-' senior secured rating , are not affected by
the company's debt issuance.

"Our 'B-' rating and '5' recovery rating on Valeant's unsecured
debt indicates our expectations for modest (10%-30%; rounded
estimate: 20%) recovery to unsecured lenders in the event of
payment default. The proposed transaction is leverage neutral, with
proceeds earmarked to repay $1 billion of the company's existing
unsecured debt.

"Our 'B' corporate credit rating and stable outlook continues to
reflect our expectation that Valeant's debt leverage will remain
above 7x over the next two years, though the company will continue
to generate substantial free cash flow (aided by a low tax rate).
It also reflects our favorable view of Valeant's substantial scale
and revenue diversity, despite the company's very high exposure to
patent losses over the next two years, and our belief that its
product pipeline is insufficient to offset revenue and EBITDA
declines in the next 12 to 18 months. This is only partially offset
by our belief that the company has a very diverse product
portfolio, with limited therapeutic concentration and only one
drug, Xifaxan, a treatment for irritable bowel syndrome, accounting
for more than 10% of revenues."

RATINGS LIST

  Corporate Credit Rating             B/Stable/--

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global specialty pharmaceutical and
healthcare company with expertise in eyecare, gastroenterology and
dermatology.


VANTIV LLC: Moody's Rates Proposed Senior Unsecured Notes B1
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Vantiv, LLC's
proposed senior unsecured notes offering. In addition, Moody's
affirmed Vantiv's corporate family rating ("CFR") and senior
secured credit facilities ratings at Ba2 and the probability of
default rating ("PDR") at Ba2-PD. The rating outlook is stable.

The net proceeds from the proposed offering will be used to help
fund Vantiv's proposed acquisition of Worldpay Group plc
("Worldpay") for about $12 billion in enterprise value. Vantiv
expects that the acquisition will be completed on January 16, 2018,
subject to certain closing conditions, including the necessary
shareholder approvals of Vantiv and Worldpay. Vantiv also expects
that Worldpay's senior unsecured notes due 2022 ("2022 Notes") will
remain as part of Vantiv's post-merger capital structure. Upon
closing, Moody's will likely affirm the 2022 Notes at Ba2, given
its priority position in the capital structure relative to the
Worldpay assets.

RATINGS RATIONALE

While Vantiv's adjusted debt to EBITDA will initially be high for
the Ba2 CFR rating category at over 5x times without reflecting any
synergies upon acquisition close, Moody's expects leverage to
improve to 4 times by the end of 2019. This is consistent with
management's public commitment to reduce reported leverage to 4.0x
debt to EBITDA leverage ratio over 12-18 months following the close
as well as the company's prior track record of reducing leverage
through a combination of debt repayment and accelerated profit
growth. The de-leveraging will be supported by the substantial free
cash flow of the combined entity which should exceed $800 million
on an annual basis. In addition, Moody's expects that Vantiv will
generate high-single digit adjusted annual profit growth aided by
about $200 million of projected run-rate cost synergies, which are
expected to be realized over a 3 year period after the close of the
acquisition.

The Ba2 CFR considers Vantiv's significant size in its markets,
which will be bolstered by the acquisition of Worldpay, and strong
position as both a merchant acquirer and a card issuing processor
for financial institutions. The transaction will bring significant
strategic benefits as it strengthens Vantiv's business profile by
providing enhanced scale and international diversity. The
acquisition of Worldpay will add a large and rapidly growing
e-commerce business and will reduce Vantiv's reliance on its
traditional card-processing business at large US retailers.

The ratings for Vantiv's debt instruments reflect both the
probability of default of Vantiv, reflected in the Ba2-PD PDR, and
the loss given default assessment of the individual debt
instruments. Post acquisition, all of the secured credit facilities
will be secured on a first lien basis by substantially all tangible
and intangible assets of Vantiv's domestic subsidiaries. Both the
senior secured debt and the unsecured notes are expected to be
guaranteed by Vantiv Holding, LLC (the parent company of Vantiv)
and Vantiv's material domestic subsidiaries. The roll-over 2022
Notes will continue to be guaranteed by specified Worldpay
guarantors.

The stable outlook reflects Moody's expectation that Vantiv will
generate at least mid-single digit organic annual revenue and
profit growth on a standalone basis. Operating performance will
likely be buoyed by a growing U.S. economy, an expanding sales
network and merchant base, and the rapid growth of integrated
payment solutions.

The ratings could be upgraded if Vantiv increases market share
through organic revenue growth without pressuring operating margins
and Moody's expects debt to EBITDA to be sustained in the low 3x
range. The ratings could be downgraded if Moody's expects declines
in revenue and profits, increased customer churn, poor execution,
or heightened competition. In addition, negative rating pressure
could arise if it becomes apparent that Vantiv's financial leverage
will remain in excess of 4.5x on Moody's basis beyond 18 months
after the close of the Worldpay acquisition.

Rating assigned:

Issuer: Vantiv, LLC

-- Senior Unsecured Notes, B1 (LGD6)

Ratings affirmed:

Issuer: Vantiv, LLC

-- Corporate Family Rating, Ba2

-- Probability of Default Rating, Ba2-PD

-- Senior Secured Bank Credit Facilities, Ba2 (LGD3)

-- Speculative Grade Liquidity, SGL-1

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

Vantiv, with projected annual revenues of over $3.5 billion (pro
forma for the acquisition of Worldpay), is a payment solutions
provider servicing financial institutions' and retailers' credit
card, debit card, merchant and private label programs.


VICI PROPERTIES: S&P Gives BB- Corp Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned Las Vegas-based VICI Properties Inc.
its 'BB-' corporate credit rating. The rating outlook is stable.

S&P said, "At the same time, we assigned our 'BB+' issue-level
rating to VICI's proposed $2.75 billion senior secured credit
facility. The recovery rating is '1', indicating our expectation
for very high (90%-100%; rounded estimate: 95%) recovery of
principal for lenders in the event of a payment default. The credit
facility consists of a $400 million revolving credit facility due
in 2022 and a $2.35 billion term loan B due 2024.

"We also assigned our 'B' issue-level rating to the company's
existing $767 million second-lien notes due in 2023. The recovery
rating is '6', indicating our expectation for negligible (0%-10%;
rounded estimate: 0%) recovery for lenders in the event of a
payment default. The borrower of the debt is VICI Properties 1
LLC."

VICI plans to use proceeds from the proposed term loan, $300
million in borrowings under the proposed revolving credit facility,
$850 million in new equity from a private placement, proceeds from
the sale of land in Las Vegas to Caesars Entertainment Corp. (CZR),
and cash on the balance sheet to purchase Harrah's Las Vegas for
about $1.1 billion, repay its first-lien debt, repurchase Caesars
Palace Las Vegas (CPLV) mezzanine debt, and pay accrued interest,
breakage costs, and transaction fees and expenses.

S&P said, "The 'BB-' corporate credit rating on VICI reflects the
stability and predictability of its cash flows given they comprise
predominately fixed rents, which we believe can support higher
leverage up to 7x at the current rating. This compares to other
corporate issuers, like a gaming operator tenant, that are exposed
to greater cash flow volatility.

"The stable outlook reflects our expectation for minimal cash flow
volatility given the triple-net lease structure under which nearly
all of its cash flows are fixed, which should enable VICI to reduce
leverage under 7x in 2018, absent additional acquisitions.
Furthermore, we believe the company's financial policy would not
lead to leverage increasing materially higher for acquisitions.

"We could lower the rating if we no longer expected VICI to sustain
leverage under 7x. This would most likely result from a leveraging
acquisition rather than operating underperformance given the
stability and predictability of the company's cash flow.

"We could raise the rating if the company sustained leverage under
6x, EBITDA coverage of interest over 3x, and FFO to debt over 12%,
and its tenants maintained healthy rent coverage of more than 1.5x.
Before raising the rating, we would need to be confident that VICI
would be able and willing to finance future acquisitions using
sufficient equity proceeds such that leverage would not increase
above 6x."

VICI Properties Inc. owns, acquires, and develops gaming,
hospitality, and entertainment destinations in the United States.
The company operates through two segments, Real Property Business
and Golf Course Business. Its property portfolio consists of 19
properties, including Caesars Palace, a gaming facility in the Las
Vegas Strip. The company also owns and operates four golf courses.
VICI Properties Inc. was founded in 2016 and is headquartered in
Las Vegas, Nevada.



WALTER INVESTMENT: Seeks to Hire A&M, Appoint Senior Officer
------------------------------------------------------------
Walter Investment Management Corp. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Alvarez & Marsal North America, LLC and appoint David Coles as
senior officer to provide restructuring services.

Mr. Coles, managing director of A&M, and his firm will assist in
evaluating the Debtor's current business plan and in developing
iterations of the operating plan and cash flow forecasts; assist in
the preparation and explanation of financial reports; analyze and
develop alternative scenarios and supporting operational readiness
to execute them in support of the Debtors' financial restructuring
process; and assist in identifying and executing cost reduction and
operations improvement opportunities with a particular emphasis on
site consolidation.

The firm's hourly rates are:

     Managing Director     $800 - $975
     Director              $625 - $775
     Analyst/Associate     $375 - $600

A&M will be entitled to incentive compensation in the amount not to
exceed $1.25 million for a successful debt restructuring pursuant
to a Chapter 11 plan of reorganization.  The fee, which is payable
upon the effective date of the plan, is subject to approval of the
Debtor's Board of Directors.

Mr. Coles disclosed in a court filing that his firm does not have
any interest adverse to the Debtor's estate, creditors or equity
security holders.

The firm can be reached through:

     David Coles
     Alvarez & Marsal North America, LLC
     600 Madison Avenue, 8th Floor
     New York, NY 10022
     Tel: +1 212-759-4433
     Fax: +1 212-759-5532
     Email: dcoles@alvarezandmarsal.com

                     About Walter Investment

Based in Fort Washington, Pennsylvania, Walter Investment
Management Corp., fka Walter Investment Management LLC, sought
voluntary protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 17-13446) on November 30, 2017.

Established in 1958, Walter Investment --
http://www.walterinvestment.com/-- is a diversified mortgage
banking firm focused primarily on servicing and originating
residential loans, including reverse 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.  The company
originates and purchases residential loans that it predominantly
sells to GSEs and government entities.

The case is assigned to Hon. James L. Garrity Jr.

The Debtor is represented by Sunny Singh, Esq., Ray C. Schrock,
P.C., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
in New York.

As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion
and total debts of $15.21 billion.

The petition was signed by David Coles, the Debtor's senior
vice-president.


WALTER INVESTMENT: Taps Houlihan Lokey as Investment Banker
-----------------------------------------------------------
Walter Investment Management Corp. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Houlihan Lokey Capital, Inc. as its investment banker.

The firm will review the Debtor's operations, cash flows, capital
structure, liquidity, assets and liabilities, business plan and
related forecasts and projections; evaluate indications of interest
and proposals regarding any transaction from lenders, equity
investors, acquirers or strategic partners; assist in the
negotiation of the transaction; and provide other financial
advisory and investment banking services related to the Debtor's
Chapter 11 case.

Houlihan will be paid monthly a nonrefundable cash fee of $175,000
for its services.

In case of a consensual restructuring transaction or an in-court
restructuring transaction, the firm will receive a cash fee of
$17.5 million.  If the Debtor consummates an out-of-court
restructuring transaction, the applicable fee will be increased by
$2.5 million to $20 million.

In case of a financing transaction, Houlihan will be paid from the
gross proceeds of the transaction a cash fee equal to the sum of:
(i) the lesser of $5 million, and 0.5% of the gross proceeds of any
debtor-in-possession financing raised or committed, plus 1% of the
gross proceeds of any DIP financing raised or committed by new
lenders; (ii) the lesser of $5 million, and 1% of the gross
proceeds of any indebtedness raised or committed that is senior to
other indebtedness of the Debtor, secured by a first priority lien
and unsubordinated, with respect to both lien priority and payment,
to any other obligations of the Debtor (other than with respect to
debtor-in-possession financing); (iii) 3% of the gross proceeds of
any indebtedness raised or committed that is secured by a lien
(other than a first lien), is unsecured or is subordinated; and
(iv) 5% of the gross proceeds of all equity or equity-linked
securities placed or committed.

Reid Snellenbarger,  managing director of Houlihan, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Reid Snellenbarger
     Houlihan Lokey Capital, Inc.
     10250 Constellation Blvd., 5th Floor
     Los Angeles, CA 90067
     Tel: 310-553-8871
     Fax: 310-553-2173

                     About Walter Investment

Based in Fort Washington, Pennsylvania, Walter Investment
Management Corp., fka Walter Investment Management LLC, sought
voluntary protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 17-13446) on November 30, 2017.

Established in 1958, Walter Investment --
http://www.walterinvestment.com/-- is a diversified mortgage
banking firm focused primarily on servicing and originating
residential loans, including reverse 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.  The company
originates and purchases residential loans that it predominantly
sells to GSEs and government entities.

The case is assigned to Hon. James L. Garrity Jr.

The Debtor is represented by Sunny Singh, Esq., Ray C. Schrock,
P.C., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
in New York.

As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion
and total debts of $15.21 billion.

The petition was signed by David Coles, the Debtor's senior
vice-president.


WALTER INVESTMENT: Taps Prime Clerk as Claims and Noticing Agent
----------------------------------------------------------------
Walter Investment Management Corp. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Prime Clerk LLC as its claims and noticing agent.

The firm will oversee the distribution of notices, and the
maintenance, processing and docketing of claims filed in the
Debtor's Chapter 11 case.

The hourly rates charged by the firm are:

     Analyst                                  $30 - $50
     Technology Consultant                    $35 - $95
     Consultant/Senior Consultant            $65 - $165
     Director                               $175 - $195
     COO/Executive VP                         No charge
     Solicitation Consultant                       $190
     Director of Solicitation                      $210

Prior to its bankruptcy filing, the Debtor provided Prime Clerk a
retainer in the amount of $50,000.

Shira Weiner, general counsel of Prime Clerk, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

Prime Clerk can be reached through:

     Shira D. Weiner
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022
     Phone: (212) 257-5450

                     About Walter Investment

Based in Fort Washington, Pennsylvania, Walter Investment
Management Corp., fka Walter Investment Management LLC, sought
voluntary protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 17-13446) on November 30, 2017.

Established in 1958, Walter Investment --
http://www.walterinvestment.com/-- is a diversified mortgage
banking firm focused primarily on servicing and originating
residential loans, including reverse 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.  The company
originates and purchases residential loans that it predominantly
sells to GSEs and government entities.

The case is assigned to Hon. James L. Garrity Jr.

The Debtor is represented by Sunny Singh, Esq., Ray C. Schrock,
P.C., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP,
in New York.

As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion
and total debts of $15.21 billion.

The petition was signed by David Coles, the Debtor's senior
vice-president.


WESTMORELAND COAL: Covenant Breach Raises Going Concern Doubt
-------------------------------------------------------------
Westmoreland Coal Company filed its quarterly report on Form 10-Q,
disclosing a net loss of $19.30 million on $358.01 million of
revenues for the three months ended September 30, 2017, compared
with a net loss of $18.61 million on $371.77 million of revenues
for the same period in 2016.

At September 30, 2017, the Company had total assets of $1,434.51
million, total liabilities of $2,208.66 million, and $770.89
million in total stockholders' deficit.

As of September 30, 2017, Westmoreland coal in compliance with the
fixed charge ratio under its revolver agreement.  Based on current
projections, absent management plans, there is substantial doubt as
to the Company's ability to comply with this covenant during the
next twelve months from this filing.  If the Company were to breach
this covenant and were unable to obtain a waiver from the lenders,
it could lose access to the Revolver.  An uncured breach of the
covenants in the Company's Revolver would trigger certain customary
cross-default provisions in its $350.0 million 8.75% Notes and its
$321.4 million Term Loan which would become immediately due.  The
Company's belief, based on historical patterns, is that it is
probable it would be able to alleviate or cure any such Revolver
covenant default with an amendment or waiver.

A copy of the Form 10-Q is available at:

                       https://is.gd/IZ269W

                  About Westmoreland Coal Company

Based in Englewood, Colorado, Westmoreland Coal Company --
http://www.westmoreland.com/-- is an independent coal company in  
the United States.  Westmoreland's coal operations include surface
coal mines in the United States and Canada, underground coal mines
in Ohio and New Mexico, a char production facility, and a 50%
interest in an activated carbon plant.  Westmoreland also owns the
general partner of and a majority interest in Westmoreland Resource
Partners, LP, a publicly-traded coal master limited partnership
(NYSE: WMLP).




WESTMORELAND RESOURCE: Debt Covenants Raise Going Concern Doubt
---------------------------------------------------------------
Westmoreland Resource Partners, LP, filed its quarterly report on
Form 10-Q, disclosing a net loss of $1.36 million on $85.61 million
of revenues for the three months ended September 30, 2017, compared
with a net loss of $4.28 million on $90.31 million of revenues for
the same period in 2016.

At September 30, 2017, the Company had total assets of $367.35
million, total liabilities of $409.58 million, and $42.23 million
in total stockholders' deficit.

The Company's lending arrangements contain, among other terms,
events of default and various affirmative and negative covenants,
financial covenants and cross-default provisions. The Company is in
compliance with all covenants and conditions under its debt
agreements as of September 30, 2017, and based on the Company's
quarterly projections, it anticipates that it will maintain
compliance with the financial covenants and have sufficient
liquidity to meet its obligations as they become due within one
year after the date of the filing of this Quarterly Report.
Continuing to meet its obligations and to comply with its financial
covenants depends on the Company's ability to generate adequate
cash flows and refinance or extend the maturity of debt obligations
as they become due.  Certain affirmative covenants provide that an
audit opinion on the Company's consolidated financial statements
that includes an explanatory paragraph expressing substantial doubt
about the Partnership's ability to continue as a going concern
constitutes an event of default, which would cause the term loan of
the Partnership ("Term Loan") to become immediately due and
payable. Should the Company be unable to comply with any future
covenant, it will be required to seek a waiver of such covenant to
avoid an event of default.  Covenant waivers and modifications may
be expensive to obtain, or, potentially, unavailable.

A copy of the Form 10-Q is available at:

                       https://is.gd/5VKpH5

                About Westmoreland Resource Partners

Westmoreland Resource Partners, LP, is a low-cost producer and
marketer of high-value thermal coal to large electric utilities
with coal-fired power plants under long-term coal sales contracts.
The Company also markets to industrial users and is a producer of
surface mined coal in Ohio.  The company focuses on acquiring
thermal coal reserves that it can efficiently mine with its
large-scale equipment and take advantage of close customer
proximity through mine-mouth power plants and strategically located
rail and barge transportation.  Its reserves and operations are
well positioned to serve its primary market areas of the Midwest,
Northeast and Rocky Mountain regions of the United States.  The
company's operations are located in Ohio and Wyoming.  Westmoreland
Resource is headquartered in Englewood, Colorado.


[*] Moody's B3- and Lower Corp Ratings Slightly Up in November
--------------------------------------------------------------
The number of companies on its B3 Negative and Lower Corporate
Ratings List bounced back up to its end of September reading 2
months ago, Moody's Investors Service says in a new report. The
list now includes 214 companies, after the number of issuers whose
ratings were downgraded to the B3 negative and lower ranks slightly
exceeded the number that left the list after their ratings were
upgraded or withdrawn due to a default or other reasons.

"The number of issuers on Moody's list of lower-rated companies
surpassed its three-month-moving average by the end of November,
after staying below it for 16 straight months," said Moody's
Associate Analyst, Julia Chursin. "Nonetheless, the list is still
about 27% lower than it was at its peak, when it numbered 291
companies."

Among companies that remain on the list, rating downgrades
significantly outnumbered upgrades last month, while the number of
rating actions related to defaults increased, Chursin says. Two of
the three defaults recorded during November occurred in the retail
sector.

The oil and gas sector still accounts for the dominant share of the
list, at 19.6%, though this figure is 6% lower than it was a year
ago. Consumer/Business Services accounts for the next-largest share
of the list, at 15.4%, followed by Retail/Apparel, at 12.1%.

Moody's B3 Negative and Lower Corporate Ratings currently accounts
for 14.6% of the total speculative-grade universe, compared with a
long-term average of 15.1%.


[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Ralph E. Holmes
   Bankr. S.D. Cal. Case No. 16-06950
      Chapter 11 Petition filed November 16, 2017
         represented by: Jackie Robert Geller, Esq.
                         LAW OFFICE OF JACKIE R. GELLER
                         E-mail: jgellerattorney@gmail.com

In re Gordon Gay Burr, Jr.
   Bankr. D. Colo. Case No. 16-20537
      Chapter 11 Petition filed November 16, 2017
         represented by: Aaron A. Garber, Esq.
                         E-mail: Aaron@bandglawoffice.com

In re Richard Leigh Weisman
   Bankr. S.D. Fla. Case No. 16-23791
      Chapter 11 Petition filed November 16, 2017
         represented by: Jordan L Rappaport, Esq.
                         E-mail: office@rorlawfirm.com

In re RainTree Healthcare of Forsyth LLC
   Bankr. M.D.N.C. Case No. 16-51237
      Chapter 11 Petition filed November 16, 2017
         See http://bankrupt.com/misc/ncmb17-51237.pdf
         represented by: Robert Lewis, Jr., Esq.
                         THE LEWIS LAW FIRM, P.A.
                         E-mail: rlewis@thelewislawfirm.com

In re Leonid Levitsky
   Bankr. D.N.J. Case No. 16-33296
      Chapter 11 Petition filed November 16, 2017
         represented by: Alla Kachan, Esq.
                         LAW OFFICES OF ALLA KACHAN PC
                         E-mail: alla@kachanlaw.com

In re Masterson 3469 LLC
   Bankr. E.D.N.Y. Case No. 16-46104
      Chapter 11 Petition filed November 16, 2017
         See http://bankrupt.com/misc/nyeb17-46104.pdf
         Filed Pro Se

In re A & R Home LLC
   Bankr. E.D.N.Y. Case No. 16-46107
      Chapter 11 Petition filed November 16, 2017
         See http://bankrupt.com/misc/nyeb17-46107.pdf
         Filed Pro Se

In re Yuriy Petukhov
   Bankr. E.D.N.Y. Case No. 16-46111
      Chapter 11 Petition filed November 16, 2017
         represented by: Alla Kachan, Esq.
                         LAW OFFICES OF ALLA KACHAN PC
                         E-mail: alla@kachanlaw.com

In re EuroDoors Wholesale Inc.
   Bankr. E.D.N.Y. Case No. 16-46115
      Chapter 11 Petition filed November 16, 2017
         See http://bankrupt.com/misc/nyeb17-46115.pdf
         represented by: Alla Kachan, Esq.
                         LAW OFFICES OF ALLA KACHAN PC
                         E-mail: alla@kachanlaw.com

In re Vance Family Properties LLC
   Bankr. N.D. Ohio Case No. 16-33594
      Chapter 11 Petition filed November 16, 2017
         See http://bankrupt.com/misc/ohnb17-33594.pdf
         represented by: Steven L. Diller, Esq.
                         DILLER AND RICE, LLC
                         E-mail: steven@drlawllc.com

In re Iron City Armory, LLC
   Bankr. W.D. Pa. Case No. 16-24621
      Chapter 11 Petition filed November 16, 2017
         See http://bankrupt.com/misc/pawb17-24621.pdf
         represented by: Francis E. Corbett, Esq.
                         E-mail: fcorbett@fcorbettlaw.com

In re Eduardo Alberto Regis-Martinez and
        Olga Jeannette Torres-Rios
   Bankr. D.P.R. Case No. 16-06861
      Chapter 11 Petition filed November 16, 2017
         represented by: Carmen D. Conde Torres, Esq.
                         E-mail: notices@condelaw.com

In re The American Backstage Company, LLC
   Bankr. E.D. Va. Case No. 16-13899
      Chapter 11 Petition filed November 16, 2017
         represented by: David C. Jones, Jr., Esq.
                         DAVID C. JONES, JR., P.C.
                         E-mail: davidcjonesjr@gmail.com

In re Jaime Moreno
   Bankr. E.D. Va. Case No. 16-13912
      Chapter 11 Petition filed November 16, 2017
         Filed Pro Se

In re Paradise Amusements, Inc.
   Bankr. E.D. Wash. Case No. 16-03362
      Chapter 11 Petition filed November 16, 2017
         See http://bankrupt.com/misc/waeb17-03362.pdf
         represented by: Bruce K Medeiros, Esq.
                         DAVIDSON BACKMAN MEDEIROS
                         E-mail: bmedeiros@dbm-law.net
In re The Laurel of Asheville, LLC
   Bankr. W.D.N.C. Case No. 16-10485
      Chapter 11 Petition filed November 17, 2017
         See http://bankrupt.com/misc/ncwb17-10485.pdf
         represented by: Benson T. Pitts, Esq.
                         PITTS, HAY & HUGENSCHMIDT, P.A.
                         E-mail: ben@phhlawfirm.com

In re Volume Drive Inc.
   Bankr. M.D. Pa. Case No. 16-04763
      Chapter 11 Petition filed November 17, 2017
         See http://bankrupt.com/misc/pamb17-04763.pdf
         represented by: Edward James Kaushas, Esq.
                         KAUSHAS LAW
                         E-mail: Ekaushas@kaushaslaw.com

In re Jeffrey C. Mountain and Nicole M. Mountain
   Bankr. W.D. Pa. Case No. 16-24647
      Chapter 11 Petition filed November 17, 2017
         represented by: Christopher M. Frye, Esq.
                         STEIDL & STEINBERG
                         E-mail: chris.frye@steidl-steinberg.com

In re Alvada Management, LLC
   Bankr. E.D. Mich. Case No. 16-22350
      Chapter 11 Petition filed November 19, 2017
         See http://bankrupt.com/misc/mieb17-22350.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Jovan Skeparoski
   Bankr. D.N.J. Case No. 16-33512
      Chapter 11 Petition filed November 20, 2017
         represented by: John P. Di Iorio, Esq.
                         SHAPIRO CROLAND REISER APFEL & DI IORIO
                         E-mail: jdiiorio@shapiro-croland.com

In re Milburn 873 Corp
   Bankr. E.D.N.Y. Case No. 16-77158
      Chapter 11 Petition filed November 20, 2017
         See http://bankrupt.com/misc/nyeb17-77158.pdf
         represented by: Emmanuella Mary Agwu, Esq.
                         E-mail: emmanuella.agwu@yahoo.com

In re Michael R. Varble & Associates, P.C.
   Bankr. S.D.N.Y. Case No. 16-36967
      Chapter 11 Petition filed November 20, 2017
         See http://bankrupt.com/misc/nysb17-36967.pdf
         represented by: Michael D. Assaf, Esq.
                         ASSAF & SIEGAL PLLC
                         E-mail: massaf@assafandsiegal.com

In re Jeffrey Wayne Davis and Rebecca Ann Davis
   Bankr. M.D. Tenn. Case No. 16-07903
      Chapter 11 Petition filed November 20, 2017
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Beau Nazary
   Bankr. E.D. Tex. Case No. 16-42585
      Chapter 11 Petition filed November 20, 2017
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re Pullarkat Oil Venture, L.L.C.
   Bankr. N.D. Tex. Case No. 16-44743
      Chapter 11 Petition filed November 20, 2017
         See http://bankrupt.com/misc/txnb17-44743.pdf
         represented by: William F. Kunofsky, Esq.
                         LAW OFFICE OF WILLIAM F. KUNOFSKY
                         E-mail: ecffilings@debtfighters.com

In re Ronald Ash and Melanie Ash
   Bankr. N.D. Cal. Case No. 16-31169
      Chapter 11 Petition filed November 21, 2017
         represented by: Craig K. Welch, Esq.
                         LAW OFFICE OF CRAIG K. WELCH
                         E-mail: cwelch@craigwelchlegal.com

In re Dung N. Do
   Bankr. N.D. Cal. Case No. 16-52808
      Chapter 11 Petition filed November 21, 2017
         represented by: Marc Voisenat, Esq.
                         LAW OFFICES OF MARC VOISENAT
                         E-mail: voisenatecf@gmail.com

In re Ricardo Pascua
   Bankr. S.D. Cal. Case No. 16-07075
      Chapter 11 Petition filed November 21, 2017
         represented by: Francisco J. Aldana, Esq.
                         LAW OFFICES OF FRANCISCO JAVIER ALDANA
                         E-mail: francisco@aldanalawoffice.com

In re Super Quality Cleaners, LLC
   Bankr. D. Colo. Case No. 16-20703
      Chapter 11 Petition filed November 21, 2017
         See http://bankrupt.com/misc/cob17-20703.pdf
         represented by: David Warner, Esq.
                         WADSWORTH WARNER CONRARDY, P.C.
                         E-mail: dwarner@wwc-legal.com

In re Hellas-Gyros, Inc.
   Bankr. N.D. Ill. Case No. 16-34835
      Chapter 11 Petition filed November 21, 2017
         See http://bankrupt.com/misc/mieb17-34835.pdf
         represented by: Karen J. Porter, Esq.
                         PORTER LAW NETWORK
                         E-mail: porterlawnetwork@gmail.com

In re Cheerview Enterprises, Inc.
   Bankr. E.D. Mich. Case No. 16-56162
      Chapter 11 Petition filed November 21, 2017
         See http://bankrupt.com/misc/mieb17-56162.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Mary Williams Wood
   Bankr. S.D. Miss. Case No. 16-52288
      Chapter 11 Petition filed November 21, 2017
         represented by: Michael Taylor Ramsey, Esq.
                         SHEEHAN LAW FIRM, PLLC
                         E-mail: mike@sheehanlawfirm.com

In re Unlimited Holding
   Bankr. D.N.J. Case No. 16-33582
      Chapter 11 Petition filed November 21, 2017
         See http://bankrupt.com/misc/njb17-33582.pdf
         represented by: Diane Ault Cullen, Esq.
                         DIANE AULT CULLEN, P.C.
                         E-mail: dacesq@comcast.net

In re Connect Four Stem Academy, Inc.
   Bankr. W.D. Pa. Case No. 16-24707
      Chapter 11 Petition filed November 21, 2017
         See http://bankrupt.com/misc/pawb17-24707.pdf
         represented by: Stanley A. Kirshenbaum, Esq.
                         E-mail: SAK@SAKLAW.COM

In re B & M Heatingcooling Electrical, Inc.
   Bankr. M.D. Tenn. Case No. 16-07947
      Chapter 11 Petition filed November 21, 2017
         See http://bankrupt.com/misc/tnmb17-07947.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Stewart & Young, Inc.
   Bankr. S.D. Ala. Case No. 16-04439
      Chapter 11 Petition filed November 22, 2017
         See http://bankrupt.com/misc/alsb17-04439.pdf
         represented by: Robert M. Galloway, Esq.
                         GALLOWAY WETTERMARK EVEREST & RUTENS, LLP
                         E-mail: bgalloway@gallowayllp.com

In re Wayne S. Natale
   Bankr. C.D. Cal. Case No. 16-12121
      Chapter 11 Petition filed November 22, 2017
         represented by: John K. Rounds, Esq.
                         ROUNDS & SUTTER, LLP
                         E-mail: jrounds@rslawllp.com

In re Sondra L. Browning-Ott and Voyle Ott
   Bankr. C.D. Cal. Case No. 16-12125
      Chapter 11 Petition filed November 22, 2017
         Filed Pro Se

In re David Cohen and Debra Cohen
   Bankr. C.D. Cal. Case No. 16-13132
      Chapter 11 Petition filed November 22, 2017
         represented by: Robert M Yaspan, Esq.
                         LAW OFFICES OF ROBERT M. YASPAN
                         E-mail: court@yaspanlaw.com

In re Zenah Mohamed Essayli
   Bankr. C.D. Cal. Case No. 16-14597
      Chapter 11 Petition filed November 22, 2017
         represented by: Michael Jay Berger, Esq.
                         LAW OFFICES OF MICHAEL JAY BERGER
                      E-mail: michael.berger@bankruptcypower.com

In re John Michael Wilcox and Gwenn Ellen Wilcox
   Bankr. C.D. Cal. Case No. 16-24446
      Chapter 11 Petition filed November 22, 2017
         represented by: Michael Jay Berger, Esq.
                         LAW OFFICES OF MICHAEL JAY BERGER
                     E-mail: michael.berger@bankruptcypower.com

In re 8590 Sunset A-FS, LLC dba Cafe Primo
   Bankr. C.D. Cal. Case No. 16-24457
      Chapter 11 Petition filed November 22, 2017
         See http://bankrupt.com/misc/cacb17-24457.pdf
         represented by: Michael Jay Berger, Esq.
                         LAW OFFICES OF MICHAEL JAY BERGER
                      E-mail: michael.berger@bankruptcypower.com

In re Alex Linwood Atteberry
   Bankr. M.D. Fla. Case No. 16-09860
      Chapter 11 Petition filed November 22, 2017
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@TampaEsq.com

In re Ajay A. Bhatia and Sonia A. Bhatia
   Bankr. N.D. Ill. Case No. 16-35050
      Chapter 11 Petition filed November 22, 2017
         represented by: O. Allan Fridman, Esq.
                         LAW OFFICE OF O. ALLAN FRIDMAN
                         E-mail: allanfridman@gmail.com

In re Dash4 Management, LLC
   Bankr. E.D.N.Y. Case No. 16-46209
      Chapter 11 Petition filed November 22, 2017
         See http://bankrupt.com/misc/nyeb17-46209.pdf
         Filed Pro Se

In re Dimitrios G. Galanopoulos
   Bankr. S.D.N.Y. Case No. 16-13316
      Chapter 11 Petition filed November 22, 2017
         represented by: Julie Cvek Curley, Esq.
             DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP
                         E-mail: jcurley@ddw-law.com

In re Joseph Sarnitsky USA, Inc.
   Bankr. S.D.N.Y. Case No. 16-13320
      Chapter 11 Petition filed November 22, 2017
         See http://bankrupt.com/misc/nysb17-13320.pdf
         represented by: Avery S. Mehlman, Esq.
                         HERRICK, FEINSTEIN LLP
                         E-mail: amehlman@herrick.com

In re Steven B. Falstad, Jr.
   Bankr. W.D. Wis. Case No. 16-14000
      Chapter 11 Petition filed November 22, 2017
         represented by: Evan M. Swenson, Esq.
                         THE SWENSON LAW GROUP
                         E-mail: evan@swensonlawgroup.com

In re Amir Elosseini
   Bankr. C.D. Cal. Case No. 16-13142
      Chapter 11 Petition filed November 24, 2017
         represented by: Kevin Tang, Esq.
                         TANG & ASSOCIATES
                         E-mail: tangkevin911@gmail.com

In re Julie Gamido
   Bankr. C.D. Cal. Case No. 16-24478
      Chapter 11 Petition filed November 24, 2017
         represented by: Kevin Tang, Esq.
                         TANG & ASSOCIATES
                         E-mail: tangkevin911@gmail.com

In re Philip K. Clark
   Bankr. D. Ariz. Case No. 16-13962
      Chapter 11 Petition filed November 25, 2017
         represented by: Thomas Allen, Esq.
                         ALLEN BARNES & JONES, PLC
                         E-mail: tallen@allenbarneslaw.com

In re Christopher M. Lieberman and Donna L. Lieberman
   Bankr. S.D.N.Y. Case No. 16-23811
      Chapter 11 Petition filed November 25, 2017
         represented by: H. Bruce Bronson, Jr., Esq.
                         BRONSON LAW OFFICES, P.C.
                         E-mail: ecf@bronsonlaw.net

In re Telescan, Inc.
   Bankr. E.D. Tenn. Case No. 16-51872
      Chapter 11 Petition filed November 26, 2017
         See http://bankrupt.com/misc/tneb17-51872.pdf
         represented by: Charles Parks Pope, Esq.
                         THE POPE FIRM
                         E-mail: ecf@thepopefirm.com

In re Otis J. McDuffie, Sr.
   Bankr. S.D. Fla. Case No. 16-24142
      Chapter 11 Petition filed November 27, 2017
         represented by: Chad T. Van Horn, Esq.
                         E-mail: Chad@cvhlawgroup.com

In re Carmela Fedrizzi
   Bankr. D.N.J. Case No. 16-33759
      Chapter 11 Petition filed November 27, 2017
         represented by: Timothy P. Neumann, Esq.
                         BROEGE, NEUMANN, FISCHER & SHAVER
                         E-mail: timothy.neumann25@gmail.com

In re Shaheen H. Shaheen
   Bankr. D.N.J. Case No. 16-33768
      Chapter 11 Petition filed November 27, 2017
         represented by: Andrew J. Kelly, Esq.
                         THE KELLY FIRM, P.C.
                         E-mail: akelly@kbtlaw.com

In re Miguel Oscar Gomez
   Bankr. D. Nev. Case No. 16-16311
      Chapter 11 Petition filed November 27, 2017
         represented by: David A. Riggi, Esq.
                         E-mail: darnvbk@gmail.com

In re The Medical Spa LLC
   Bankr. D. Nev. Case No. 16-16315
      Chapter 11 Petition filed November 27, 2017
         See http://bankrupt.com/misc/nvb17-16315.pdf
         represented by: Matthew J. Peirce, Esq.
                         PIERCE LAW OFFICES
                         E-mail: courthouseman@gmail.com

In re Maoz 8th Avenue LLC
   Bankr. S.D.N.Y. Case No. 16-13327
      Chapter 11 Petition filed November 27, 2017
         See http://bankrupt.com/misc/nysb17-13327.pdf
         represented by: Ralph E. Preite  , Esq.
                         SICHENZIA ROSS FERENCE KESNER LLP
                         E-mail: rpreite@srfkllp.com

In re Ricardo Rodriguez and Dianna G. Rodriguez
   Bankr. S.D. Tex. Case No. 16-50247
      Chapter 11 Petition filed November 27, 2017
         represented by: Carl Michael Barto, Esq.
                         LAW OFFICE OF CARL M. BARTO
                         E-mail: cmblaw@netscorp.net

In re Lloyd Gerard Allen
   Bankr. D.D.C. Case No. 16-00656
      Chapter 11 Petition filed November 28, 2017
         Filed Pro Se

In re Thomas Assaly
   Bankr. S.D. Fla. Case No. 16-24179
      Chapter 11 Petition filed November 28, 2017
         Filed Pro Se

In re TGBG Adult Daycare, Inc.
   Bankr. D. Md. Case No. 16-25873
      Chapter 11 Petition filed November 28, 2017
         See http://bankrupt.com/misc/mdb17-25873.pdf
         Filed Pro Se

In re Avraham D. Manheim and Sylvia Manheim
   Bankr. D.N.J. Case No. 16-33851
      Chapter 11 Petition filed November 28, 2017
         represented by: Timothy P. Neumann, Esq.
                         BROEGE, NEUMANN, FISCHER & SHAVER
                         E-mail: timothy.neumann25@gmail.com

In re Murray T. Greeberg
   Bankr. D.N.J. Case No. 16-33912
      Chapter 11 Petition filed November 28, 2017
         represented by: Richard Honig, Esq.
                         HELLRING, LINDEMAN, GOLDSTEIN & SIEGAL
                         E-mail: rbhonig@hlgslaw.com

In re NJ Community Spine and Pain, LLC
   Bankr. D.N.J. Case No. 16-33945
      Chapter 11 Petition filed November 28, 2017
         See http://bankrupt.com/misc/njb17-33945.pdf
         represented by: Richard D. Gaines, Esq.
                         LAW OFFICES OF RICHARD D. GAINES ESQ.
                         E-mail: rdenisgaines@earthlink.net

In re NJ Community Spine and Pain, LLC
   Bankr. D.N.J. Case No. 16-33946
      Chapter 11 Petition filed November 28, 2017
         See http://bankrupt.com/misc/njb17-33946.pdf
         represented by: Richard D. Gaines, Esq.
                         LAW OFFICES OF RICHARD D. GAINES ESQ.
                         E-mail: rdenisgaines@earthlink.net

In re Mark E. Delong
   Bankr. D. Or. Case No. 16-34395
      Chapter 11 Petition filed November 28, 2017
         represented by: Nicholas J Henderson, Esq.
                         MOTSCHENBACHER & BLATTNER, LLP
                         E-mail: nhenderson@portlaw.com

In re Dille Family Trust
   Bankr. W.D. Pa. Case No. 16-24771
      Chapter 11 Petition filed November 28, 2017
         See http://bankrupt.com/misc/pawb17-24771.pdf
         represented by: Donald R. Calaiaro, Esq.
                         CALAIARO VALENCIK
                         E-mail: dcalaiaro@c-vlaw.com

In re Richard Kevin Wallace
   Bankr. D.S.C. Case No. 16-05953
      Chapter 11 Petition filed November 28, 2017
         represented by: Robert H. Cooper, Esq.
                       THE COOPER LAW FIRM
                    E-mail: thecooperlawfirm@thecooperlawfirm.com

In re Renan Buendia Hinojosa and Marlene Ochoa Arze
   Bankr. E.D. Va. Case No. 16-14015
      Chapter 11 Petition filed November 28, 2017
         represented by: Richard G. Hall, Esq.
                         E-mail: richard.hall33@verizon.net
In re Inna Dance Studio, Inc.
   Bankr. S.D. Fla. Case No. 17-24219
      Chapter 11 Petition filed November 29, 2017
         See http://bankrupt.com/misc/flsb17-24219.pdf
         represented by: Chad T. Van Horn, Esq.
                         VAN HORN LAW GROUP, P.A.
                         E-mail: Chad@cvhlawgroup.com

In re 4001, LLC
   Bankr. N.D. Ga. Case No. 17-70590
      Chapter 11 Petition filed November 29, 2017
         See http://bankrupt.com/misc/ganb17-70590.pdf
         represented by: Ebony Ameen, Esq.
                         AMEEN & ASSOCIATES, P.C.

In re Presidential Investments, LLC
   Bankr. N.D. Ga. Case No. 17-70614
      Chapter 11 Petition filed November 29, 2017
         See http://bankrupt.com/misc/ganb17-70614.pdf
         represented by: Ebony Ameen, Esq.
                         AMEEN & ASSOCIATES, P.C.

In re Midwest Biomedical Resources, Inc.
   Bankr. N.D. Ill. Case No. 17-35380
      Chapter 11 Petition filed November 29, 2017
         See http://bankrupt.com/misc/ilnb17-35380.pdf
         represented by: David P. Lloyd, Esq.
                         DAVID P. LLOYD, LTD.
                         E-mail: courtdocs@davidlloydlaw.com

In re David L. McFadden and Tanya L. McFadden
   Bankr. N.D. Ill. Case No. 17-35446
      Chapter 11 Petition filed November 29, 2017
         represented by: Joel A. Schechter, Esq.
                         LAW OFFICES OF JOEL SCHECHTER
                         E-mail: joelschechter1953@gmail.com

In re Andy's Family Restaurant Corp.
   Bankr. D.N.J. Case No. 17-34002
      Chapter 11 Petition filed November 29, 2017
         See http://bankrupt.com/misc/njb17-34002.pdf
         represented by: Seung H. Shin, Esq.
                         SHIN & JUNG LLP
                         E-mail: shinjunglaw@gmail.com

In re North State Associates
   Bankr. S.D.N.Y. Case No. 17-23846
      Chapter 11 Petition filed November 29, 2017
         See http://bankrupt.com/misc/nysb17-23846.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA LLP
                         E-mail: apenachio@pmlawllp.com

In re 3801 Harlem Road LLC
   Bankr. W.D.N.Y. Case No. 17-12539
      Chapter 11 Petition filed November 29, 2017
         See http://bankrupt.com/misc/nywb17-12539.pdf
         represented by: Arthur G. Baumeister, Jr., Esq.
                         BAUMEISTER DENZ LLP
                         E-mail: abaumeister@bdlegal.net

In re 2507, Ltd.
   Bankr. S.D. Oh. Case No. 17-14253
      Chapter 11 Petition filed November 29, 2017
         See http://bankrupt.com/misc/ohsb17-14253.pdf
         represented by: Dustin R. Hurley, Esq.
                         HURLEY GUNSHER, LTD.
                         E-mail: dhurley@attorneyhurley.com

In re Dogleg Properties, Inc.
   Bankr. E.D. Pa. Case No. 17-18001
      Chapter 11 Petition filed November 29, 2017
         See http://bankrupt.com/misc/paeb17-18001.pdf
         Filed Pro Se

In re Michelle Ann Rivard
   Bankr. E.D. Pa. Case No. 17-18002
      Chapter 11 Petition filed November 29, 2017
         Filed Pro Se

In re James E. Bashaw
   Bankr. S.D. Tex. Case No. 17-36431
      Chapter 11 Petition filed November 30, 2017
         See http://bankrupt.com/misc/mdb17-25990.pdf
         represented by: Chidiebere Onukwugha, Esq.
                         ONUKWUGHA & ASSOCIATES, LLC
                         E-mail: rsvpco@yahoo.com

In re Alafia Holdings III Inc.
   Bankr. D. Md. Case No. 17-25990
      Chapter 11 Petition filed November 30, 2017
         See http://bankrupt.com/misc/mdb17-25990.pdf
         represented by: Chidiebere Onukwugha, Esq.
                         ONUKWUGHA & ASSOCIATES, LLC
                         E-mail: rsvpco@yahoo.com


                            *********

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
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.

                   *** End of Transmission ***