TCR_Public/171208.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, December 8, 2017, Vol. 21, No. 341

                            Headlines

201 LUIZ MARIN: Taps David F. O'Brien as Accountant
2954 DANIEL STREET: Taps Garvey Cushner as Legal Counsel
3 G FOODS: Taps Eric A. Liepins as Legal Counsel
417 LACKAWANNA: Hires Doran & Doran as Counsel
470 W 42 STREET: Taps Kang Youl Lee as Accountant

5 STAR INVESTMENT: Trustee's Sale of Elkhart Property for $20K OK'd
8590 SUNSET: Taps Michael Jay Berger as Legal Counsel
ACADIANA MANAGEMENT: IUH Objects to Proposed Plan and Disclosures
ACADIANA MANAGEMENT: Plan is Fatally Flawed, CHCT Complains
ACE CASH: S&P Upgrades CCR to 'B-' on Debt Refinancing

ADVANCED IRONWORKS: Full Payment for Unsecureds Over 60 Months
AEROGROUP INT'L: Committee Blocks Approval of Disclosure Statement
AEROGROUP INT'L: Landlords Seeks Rejection of Disclosure Statement
AEROGROUP INT'L: U.S. Trustee Seeks Modification of Plan Outline
ALABAMA PARTNERS: Feb. 20 Auction of Maryland Stores Assets Set

ALCOA CORP: S&P Raises CCR to 'BB' on Stronger Credit Measures
ANDREW S. BREIMAN: Feb. 2 Hearing on Necessity of PCO Appointment
APOLLO COMPANIES: Unsecured Creditors to Get 1% Under Amended Plan
ARAMARK SERVICES: Term Loan Upsize No Impact on Moody's Ba2 CFR
ATHENS INTERESTS: Wright Opposes OK of Disclosure Statement

ATRIUM INNOVATIONS: Moody's Puts B2 CFR on Review for Upgrade
BAC AAH: Moody's Hikes Pref. Stock Non-Cumulative Rating to Ba1
BANDWIDTH TECHNOLOGY: Proceeds from License Agreement to Fund Plan
BARBARA MAGNUSSON: Trustee's $3M Spring Lake Property Sale Okayed
BAY CIRCLE: NRCT's Sale of Gwinnett Property for $2M Approved

BILL BARRETT: Inks Merger Agreement with Fifth Creek Energy
BILL BARRETT: S&P Puts 'B-' CCR on CreditWatch Positive
BLOOMIN' BRANDS: Moody's Assigns Ba2 Corporate Family Rating
BUCHANAN TRAIL: Taps Robinson Brog as Legal Counsel
CADILLAC NURSING: PCO Files 1st Post-Confirmation Report

CALPINE CORP: Moody's Rates $560MM Sr. Secured Bonds 'Ba2'
CALVARY COMMUNITY: Files Chapter 11 Reorganization Plan
CASCADE ACCEPTANCE: Trustee Taps Kornfield Nyberg as Legal Counsel
CHRISTIAN CARE: Fitch Cuts 2016/2014 Revenue Bonds Rating to BB+
CLEVELAND-CLIFFS INC: S&P Affirms 'B' CCR on Debt Issuance

CORRECT CLAIM: Case Summary & 20 Largest Unsecured Creditors
CTI BIOPHARMA: Files 2nd Amendment to $200M Securities Prospectus
CTI BIOPHARMA: Will Sublease Company Office Space to Cascadian
DELCATH SYSTEMS: Has 32.35 Million Outstanding Common Shares
DENVER SELECT: Taps EasonLaw as Litigation Counsel

DOLPHIN ENTERTAINMENT: Amends $6 Million Units Prospectus
EAVES INC: Hires W. Thomas Bible Law Firm as Counsel
FERRARA CANDY: S&P Affirms Then Withdraws B- CCR on Ferrero Deal
FIRST MIDWEST: Fitch Plans to Withdraw 'BB+' Sub. Debt Rating
FLAMINGO FUNDING: Case Summary & 2 Largest Unsecured Creditors

FLAVORS HOLDINGS: Moody's Lowers CFR to Caa2; Outlook Negative
GNC HOLDINGS: S&P Lowers CCR to CCC+, On CreditWatch Negative
GREENSTAR HOSPITALITY: Plan to be Funded by Business Income
HAPPY HOOKER: $30K Cash Payment from HH Towing to Fund Plan
HAWKERS REALTY: Final Cash Collateral Order Entered

HOOVER GROUP: S&P Lowers CCR to 'B-' on Weak Operating Performance
HUMBERTO VELA: PCO Files 3rd Report for Laredo Facility
IMPACTING A GENERATION: Unsecureds to Get $500 Per Month Under Plan
ITRON INC: S&P Assigns 'BB' Corp Credit Rating, Outlook Stable
JOHN BATISTA: Sale of Punta Gorda Condo Unit 507 for $570K Granted

KEVIN WRIGHT: $85K Sale of Philadelphia Property Approved
KINDER MORGAN: S&P Rates Series 3 Preferred Shares 'BB+'
L & E RANCH: Kessner's Steven Guttman to be Paid $390 Per Hour
LA CONTESSA: Taps Becker & Poliakoff as Legal Counsel
LAREDO PETROLEUM: Moody's Hikes CFR to B1; Outlook Positive

LDJ ENTERPRISE: Allowed to Use Cash Collateral on Interim Basis
LEXINGTON HOSPITALITY: Committee Taps Bunch & Brock as Counsel
LTD MANAGEMENT: U.S. Trustee Objects to Adequacy of Plan Outline
LVBK LLC: Sale of Las Vegas Property to Starr for $225K Denied
M & G USA: Taps Rothschild as Financial Advisor, Investment Banker

MARKS FAMILY: Taps Hietpas Group as Accountant
MB AEROSPACE: S&P Assigns Preliminary 'B' Corp. Credit Rating
MCCLATCHY CO: Vijay Ravindran Named to Board Of Directors
MEDONE HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
MERCER INT'L: Moody's Rates New $300MM Sr. Unsecured Notes B1

MERCER INT'L: S&P Rates New US$300MM Sr. Unsecured Notes BB-
NAVITAS MIDSTREAM: S&P Assigns 'B' CCR, Outlook Stable
NORTHSTAR OFFSHORE: Still Settling Former Investment Banker Claims
ON FIRE FAMILY: Taps Ferikes & Bleynat as Legal Counsel
OWENS-ILLINOIS INC: S&P Affirms 'BB' CCR & Alters Outlook to Stable

OXBOW CARBON: S&P Affirms 'B+' CCR, Alters Outlook to Positive
PAL HEALTH: Taps Rafool Bourne as Legal Counsel
PARETEUM CORP: Closes Public Offerings of Common Stock & Warrants
PETER SZANTO: 9th Cir. Affirms Dismissal of Ch. 11 Bankruptcy Case
PETROLIA ENERGY: Will Acquire Bow Energy in All-Stock Transaction

PFS HOLDING: S&P Lowers CCR to 'CCC+', Outlook Negative
PINPOINT WAREHOUSING: Hires GreerWalker as Financial Advisor
PJ REAL ESTATE: Christ Apostolic Buying Bowie Property for $400K
PRECISION CASTING: Taps Arrow Partnership as Accountant
PREFERRED CARE: Taps Dykema Cox as Legal Counsel

PREMIER PCS: Case Summary & 11 Largest Unsecured Creditors
PROTEA BIOSCIENCES: Taps Buchanan Ingersoll as Legal Counsel
PVH CORP: Moody's Rates New EUR500MM Sr. Unsecured Notes Ba2
PVH CORP: S&P Assigns BB+ Rating on New EUR500MM Unsec. Notes
QORVO INC: S&P Rates $400MM Delayed Draw Term Loan 'BB+'

QUALITY CLEANERS: Taps Wadsworth Warner as Legal Counsel
REGAL ENTERTAINMENT: S&P Puts Group Ratings on Watch Negative
ROBERT DONEHEW: Sale of Golf Cart EZGO to McLonglin for $2K Okayed
RSI HOME: S&P Puts 'BB-' CCR on CreditWatch Developing
SAILING EMPORIUM: Brawner Entitled to Parcel 13 Riparian Rights

SALMON FALLS: Plan to be Funded from Proceeds of Asset Sale
SAMUEL EVANS WYLY: Sale of 2007 Subaru Forester for $7K Approved
SEDGWICK INC: S&P Puts 'B' ICR on Watch Neg Amid Cunningham Deal
SERVICE CORP: S&P Assigns 'BB+' Rating on New $1.675BB Loans
SHERIDAN FUND I: S&P Affirms 'CCC+' Issuer Credit Ratings

SMART & FINAL: Moody's Lowers Corporate Family Rating to B3
SPRINGLEAF FINANCE: Fitch to Rate $500MM Unsec. Notes 'B/RR4'
T-MOBILE USA: Share Repurchase No Impact on Moody's Ba2 CFR
TELESCAN INC: Taps Charles Parks Pope as Legal Counsel
TELEXFREE LLC: Trustee's Sale of West Palm Beach Property Approved

TLA TANNING: Sale of Buford Business Assets to Jones for $15K OK'd
TRACY JOHN CLEMENT: Trustee's Auction of Real Property Approved
TRAVIS RAGSDALE: $1.2M Sale of Dallas Property to H-Damani Okayed
TS WAXAHACHIE: Wants Court to Conditionally Approve Disclosures
VANGUARD HEALTH: Settles Amerifactors' Secured Claim

VELOCITY HOLDINGS: Stock Transfer Protocol Has Interim Approval
VISTA OUTDOOR: Moody's Lowers CFR to B1, Outlook Negative
VOLUME DRIVE: Seeks Court Approval to Use Cash Collateral
WALTER INVESTMENT: Seeks $1.9B Warehouse Financing for Affiliates
WALTER INVESTMENT: Taps Prime Clerk as Administrative Advisor

WALTER INVESTMENT: Taps Weil Gotshal as Legal Counsel
WK MANAGEMENT: Hires Colliers International as Real Estate Broker
WOODBRIDGE GROUP: Proposes $100M of Financing From Hankey
WOODBRIDGE GROUP: To Seek Plan Approval Before End of 2018
WRIGHT'S WELL: Oceaneering Wants Court to Junk Amended Disclosures

ZENITH ENERGY: S&P Assigns 'B+' Corp Credit Rating, Outlook Stable
[^] BOOK REVIEW: Competitive Strategy for Healthcare Organizations

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201 LUIZ MARIN: Taps David F. O'Brien as Accountant
---------------------------------------------------
201 Luiz Marin Realty, LLC, have filed applications seeking
approval from the U.S. Bankruptcy Court for the District of New
Jersey to hire David F. O'Brien & Co. as accountant.

The Debtor requires accounting services in connection with the
companies financial affairs and with reparation of the Chapter 11
Monthly Operating Reports.

The professional services to be rendered are:

     a. analyze financial records of the Debtor;

     b. prepare tax returns and financial statements;

     c. evaluate the Debtors financial condition; and

     d. prepare monthly operating reports as evaluate the Debtors
financial condition, and prepare monthly operating reports as
required by the Bankruptcy proceeding.

David F. O'Brien, CPA attests that he and his firm do not hold an
adverse interest to the estate; do not represent an adverse
interest to the estate; are disinterested persons under 11 U.S.C.
Sec. 101(14); and do not represent or hold any interest adverse to
the debtor or the estate with respect to the matter for which
he/she will be retained under 11 U.S.C. Sec. 327(e).

The Accountant can be reached through:

     David F. O'Brien, CPA
     David F. O'Brien & Co.
     785 Totowa Road, 2nd Floor
     Totowa, NJ 07512
     Phone: 973-910-4250

               About 201 Luiz Marin Realty LLC

Based in Jersey City, New Jersey, 201 Luiz Marin Realty, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J.
Case No. 17-31443) on October 23, 2017.  Stephen Anatro, its
managing member, signed the petition.

The Debtor is a single asset real estate (as defined in 11 U.S.C.
Section 101(51B)).  At the time of the filing, the Debtor disclosed
zero assets and $3.37 million in liabilities.

Judge Stacey L. Meisel presides over the case.  The Law Offices of
Jerome M. Douglas, LLC represents the Debtor as bankruptcy counsel.


2954 DANIEL STREET: Taps Garvey Cushner as Legal Counsel
--------------------------------------------------------
2954 Daniel Street Realty Corp. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Garvey, Cushner & Associates, PLLC as its legal counsel.

The firm will advise the Debtor regarding the administration of its
Chapter 11 case; prepare a plan of reorganization; and provide
other legal services related to the case.

The firm's hourly rates are:

     Todd Cushner            $500
     Lawrence Garvey         $500
     Associate Attorneys     $350
     Paralegals              $175

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

The firm can be reached through:

     Todd S. Cushner, Esq.
     Garvey, Cushner & Associates, PLLC
     50 Main Street, Suite 390
     White Plains, NY 10606
     Phone: (914) 946-2200 / (914) 946-1300
     Email: todd@thegcafirm.com

               About 2954 Daniel Street Realty Corp.

2954 Daniel Street Realty Corp. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-13451) on
December 1, 2017.

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

Judge Martin Glenn presides over the case.


3 G FOODS: Taps Eric A. Liepins as Legal Counsel
------------------------------------------------
3 G Foods, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire Eric A. Liepins, P.C. as its
legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.

Eric Liepins, Esq., will charge an hourly fee of $275 for his
services.  The hourly rates for paralegals and legal assistants
range from $30 to $50.

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

Liepins can be reached through:

     Eric A. Liepins, Esq.
     Eric A. Liepins, P.C.
     12770 Coit Road, Suite 1100
     Dallas, TX 75251
     Telephone: (972) 991-5591
     Telecopier: (972) 991-5788

                       About 3 G Foods LLC

3 G Foods, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 17-34465) on December 1, 2017.
Judge Harlin Dewayne Hale presides over the case.

At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$100,000.


417 LACKAWANNA: Hires Doran & Doran as Counsel
----------------------------------------------
417 Lackawanna Avenue LLC seeks approval from the United States
Bankruptcy Court for the Middle District of Pennsylvania
(Wilkes-Barre) to employ Doran & Doran P.C. as its counsel.

Professional services Doran & Doran is to render are:

     a. provide the debtor in possession with legal advice with
respect to its powers and duties as debtor in possession in the
continued operation of its business and management of its
property;

     b. prepare the necessary applications, pleadings, briefs,
memoranda and such other documents and reports as may be required;

     c. represent the debtor in possession in connection with
secured claimants who have liens on the Debtor's assets;

     d. represent the debtor in possession at all hearings and
adversary proceedings;

     e. represent the debtor in possession in its dealings with its
creditors;

     f. represent the debtor in possession in providing legal
services required to negotiate, draft and implement a plan;

     g. perform all other legal services for debtor in possession
which may be necessary.

Individuals presently designated to represent the debtor in
possession and their hourly rates are:

     John H. Doran, Esq.    $300/hour
     Lisa M. Doran, Esq.    $285/hour

Ms. Doran attests that her firm represents no interest adverse to
the debtor in possession and its estate in the matters upon which
they will be engages.

The Counsel can be reached through:

     John H. Doran, Esq.
     Lisa M. Doran, Esq.
     DORAN & DORAN, P.C.
     69 Public Square   Suite 700
     Wilkes-Barre, PA 18701
     Phone: 570-823-9111
     Fax: 570-829-3222
     Email: jdoran@dorananddoran.com
            ldoran@dorananddoran.com

          About 417 Lackawanna Avenue LLC

417 Lackawanna Avenue LLC operates a real estate agency in
Scranton, Pennsylvania. 417 Lackawanna Avenue LLC filed a Chapter
11 petition (Bankr. M.D.PA Case No. 17-04686) on November 13, 2017.
The petition was signed by Gerard T. Donahue, president.

The Debtor is represented by John H. Doran, Esq. and Lisa M. Doran,
Esq. at Doran & Doran P.C. as counsel. The Hon. Robert N. Opel II
presides over the case.

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


470 W 42 STREET: Taps Kang Youl Lee as Accountant
-------------------------------------------------
470 W 42 Street Gourmet Food, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire Kang
Youl Lee CPA, P.C. as its accountant.

The firm will assist the Debtor in the preparation of its financial
statements and tax returns; assist in the formulation of its plan
of reorganization; and provide other accounting services.

Kang Youl Lee, owner of the firm, will charge an hourly fee of
$75.

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

The firm can be reached through:

     Kang Youl Lee
     Kang Youl Lee CPA, P.C.
     303 Fifth Avenue, Suite 1207
     New York, NY 10016
     Tel: (212) 779-2410
     Fax: (212) 779-2441

               About 470 W 42 Street Gourmet Food

470 W 42 Street Gourmet Food Inc., doing business as Treehaus, is a
retail food store licensed by New York State Department of
Agriculture and Markets.  Its substantial assets are located at 470
W. 47th Street, New York, New York 10036.

470 W 42 Street Gourmet Food filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 17-12801) on Oct. 5, 2017.  The petition was
signed by Michael C. Park, the Debtor's senior manager, president
and 60% shareholder.  At the time of filing, the Debtor estimated
$70,000 in assets and $3.82 million in liabilities.

Judge Sean H. Lane presides over the case.

Rosemarie E. Matera, Esq., at Kurtzman Matera, P.C., represents the
Debtor as counsel.


5 STAR INVESTMENT: Trustee's Sale of Elkhart Property for $20K OK'd
-------------------------------------------------------------------
Judge Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the
Northern District of Indiana authorized the private sale by Douglas
R. Adelsperger, Trustee of 5 Star Investment Group, LLC and
affiliates, of real property commonly known as 420 Plum Street,
Elkhart, Elkhart County, Indiana, to SLM Management, LLC, for
$20,000.

The sale of the Real Estate is "as is and where is and with all
faults" and no representations or warranties of any kind are made
by the Trustee.  The sale is also free and clear of any and all
liens, encumbrances, claims or interests.

At closing, the Trustee is authorized to direct Meridian Title Co.
to disburse from the proceeds from the sale, first to pay the costs
and expenses of the sale, including the commission owed to the
Tiffany Group in the approximate sum of $1,000, second to pay all
real estate taxes and assessments outstanding and unpaid at the
time of closing, including the Tax Lien, and third to pay any other
special assessments liens, utilities, water and sewer charges and
any other charges customarily prorated in similar transactions.
The Trustee is authorized and directed to retain the excess
proceeds from the sale of the Real Estate until further order of
the Court.

Pursuant to Bankruptcy Rule 6004(h), the Court expressly finds and
concludes that there is no just cause for delay in the
implementation of the Order.  The Order will therefore not be
stayed for 14 days after its entry.  Notwithstanding any provision
of the Bankruptcy Code or the Bankruptcy Rules to the contrary, the
Order will be effective and enforceable immediately upon entry, and
any stay thereof, including without limitation Bankruptcy Rule
6004(h), is abrogated.

                  About 5 Star Investment Group

On Nov. 5, 2015, the U.S. Securities Exchange Commission filed a
complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5
Star Commercial, LLC, in the United States District Court for the
Northern District of Indiana, Hammond Division ("SEC Action").

In its complaint, the SEC alleged that Miller, 5 Star Capital Fund,
and 5 Star Commercial defrauded at least 70 investors from whom
they raised funds of at least $3,900,000.  Additionally, on Nov. 5,
2015, the SEC obtained an ex parte temporary restraining Order,
asset freeze and other emergency relief in the SEC Action.

5 Star Investment Group and its 10 affiliates owned by Eardl D.
Miller sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016.  5 Star
estimated its assets at up to $50,000 and its liabilities between
$1 million and $10 million.  The Debtors' counsel was Katherine C.
O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois.

The cases are assigned to Judge Harry C. Dees, Jr.

On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases.

On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.

On June 24, 2016, the Court entered its agreed order granting the
Trustee's Motion for substantive consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").

On July 21, 2016, the Court entered order granting application to
employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy
estates' broker.

Meredith R. Theisen, Esq., Deborah J. Caruso, Esq., John C. Hoard,
Esq., James E. Rossow, Jr., Esq., and Meredith R. Theisen, Esq., in
Rubin & Levin, P.C., in Indianapolis, Indiana, serve as counsel to
the Trustee.


8590 SUNSET: Taps Michael Jay Berger as Legal Counsel
-----------------------------------------------------
8590 Sunset A-FS, LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire the Law Offices of
Michael Jay Berger as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; communicate with creditors; review claims; prepare
a plan of reorganization; and provide other legal services related
to its Chapter 11 case.

The firm's hourly rates are:

     Michael Jay Berger                    $525
     Senior Associate Attorneys     $395 - $400
     Mid-Level Associate Attorneys         $350
     Junior Associate Attorneys            $275
     Senior Paralegals/Law Clerks          $225
     Paralegals                            $200

The firm received a retainer of $20,000, plus $1,717 for the filing
fee.

Mr. Berger disclosed in a court filing that his firm does not hold
or represent any interest adverse to the Debtor's estate, creditors
or equity security holders.

The firm can be reached through:

     Michael Jay Berger, Esq.
     Law Offices of Michael Jay Berger
     9454 Wilshire Blvd., Sixth Floor
     Beverly Hills, CA 90212
     Phone: 310-271-6223
     Fax: 310-271-9805
     Email: michael.berger@bankruptcypower.com

                   About 8590 Sunset A-FS LLC

8590 Sunset A-FS LLC, which operates under the name Cafe Primo,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Calif. Case No. 17-24457) on November 22, 2017.

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

Judge Ernest M. Robles presides over the case.


ACADIANA MANAGEMENT: IUH Objects to Proposed Plan and Disclosures
-----------------------------------------------------------------
Indiana University Health Ball Memorial Hospital, Inc., and Indiana
University Health Ball Memorial Physicians, Inc., objects to the
disclosure statement regarding the plan of liquidation filed by
Acadiana Management Group, LLC, and the other debtors, including
Central Indiana-AMG Specialty Hospital.

The Proposed Plan establishes a Liquidation Trust and transfers to
that Trust all Avoidance Actions. Because the Proposed Plan
provides for a "cure" over five years, IUH cannot determine whether
the Liquidation Trust will have Avoidance Actions against IUH
related to payments made on the IUH Agreements, even though the IUH
Agreements are assumed. Without this information, IUH does not have
sufficient information to vote for or against the Proposed Plan.

Wherefore, IUH objects to the adequacy of the information in the
Disclosure Statement and requests that the Proposed Plan and
Disclosure Statement disclose whether the Liquidation Trust will
have Avoidance Actions against IUH after the IUH Agreements are
assumed.

A copy of IUH's Objection dated Nov. 21, 2017, is available at:

    http://bankrupt.com/misc/lawb17-50799-484.pdf

Attorneys for Indiana University Health Ball Memorial Hospital,
Inc. and Indiana University Health Ball Memorial Physicians, Inc.:

     Elizabeth J. Futrell (LA Bar No. 05863)
     Jones Walker LLP
     201 St. Charles Avenue, Suite 5100
     New Orleans, Louisiana 70170-5100
     Tel: 504-582-8260
     Fax: 504-589-8260
     efutrell@joneswalker.com

                 About Acadiana Management

Acadiana Management and several affiliates sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on
June 23, 2017.  The petitions were signed by August J. Rantz, IV,
president. Acadiana Management estimated assets of less than
$50,000 and debt at $50 million and $100 million.

Judge Robert Summerhays presides over the cases.  Gold, Weems,
Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel.

On July 28, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.

Susan Goodman was appointed as patient care ombudsman.


ACADIANA MANAGEMENT: Plan is Fatally Flawed, CHCT Complains
-----------------------------------------------------------
CHCT Louisiana, LLC, objects to Acadiana Management Group, L.L.C.,
and affiliates' disclosure statement relating to their chapter 11
plan of orderly liquidation.

CHCT argues that the Disclosure Statement cannot be approved for at
least four principal reasons: (i) first, the Proposed Plan, as it
presently stands, is patently unconfirmable insofar as it is
predicated on an extraordinary remedy (substantive consolidation)
that the Debtors cannot justify under the circumstances of these
Chapter 11 cases; (ii) second, the Proposed Plan is the bad-faith
product of conflicted management of the Debtors (collectively, the
"Insiders") and advisors that have abandoned their fiduciary duties
to the creditors of each of the Debtors' estates; (iii) third, the
clearest example of this bad-faith conduct of the Insiders is the
granting of unlawful third-party releases for these very same
Insiders; and (iii) fourth, the Disclosure Statement lacks adequate
information with respect to several material aspects of the
Proposed Plan such that creditors cannot make an informed voting
decision with respect to the Proposed Plan.

The Court should not approve the Disclosure Statement because the
underlying Proposed Plan is "fatally and obviously flawed", and
proceeding to a confirmation hearing with such a patently
unconfirmable plan would be a waste of the estates' and the Court's
resources. The infirmities inherent in the Proposed Plan are
substantial, preclude confirmation of the Proposed Plan, and must
be addressed as soon as practicable (i.e., at the hearing on the
Disclosure Statement).

The Disclosure Statement also contains inadequate information to
support its position that its business affairs are so entangled
that substantive consolidation is necessary or appropriate relief.
The Debtors routinely have provided detailed information with
respect to their distinct businesses, operations, and corporate and
legal structures. Moreover, the Debtors each operate in a highly
regulated industry, subject to individual licensing and regulatory
oversight at each individual Debtor and are subject to stringent
oversight at the federal, state, and local levels. Additionally,
the Debtors have already filed individual schedules of assets and
liabilities and statements of financial affairs and have filed
individual monthly operating reports for each of the 15 individual
debtor entities during the pendency of these cases, clearly
demonstrating that the Debtors' finances are not impracticably
entangled.

The Disclosure Statement also provides woefully inadequate
information with respect to the Debtors' proposal to substantively
consolidate all of the Debtors' estates together. Other than one
conclusory statement (unsupported by evidence) referencing
substantive consolidation of the Debtors' estates, the Disclosure
Statement and Proposed Plan are bereft of any information
supporting such extraordinary relief.

A full-text copy of the CHCT's Objection is available at:

     http://bankrupt.com/misc/lawb17-50799-485.pdf

Counsel for CHCT Louisiana, LLC:

     Jan M. Hayden, Esq.
     Lacey Rochester, Esq.
     BAKER, DONELSON, BEARMAN,  CALDWELL & BERKOWITZ, P.C.
     201 St. Charles Avenue, Suite 3600
     New Orleans, Louisiana 70170
     Telephone: (504) 566-5200
     Facsimile: (504) 636-4000
     jhayden@bakerdonelson.com

          -and-

     Timothy M. Lupinacci, Esq.
     Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
     420 20th Street North, Suite 1400
     Birmingham, AL 35203
     Telephone: (205) 328-0480
     Facsimile: (205) 322-8007
     Email: tlupinacci@bakerdonelson.com

                About Acadiana Management

Acadiana Management and several affiliates sought Chapter 11
bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on
June 23, 2017.  The petitions were signed by August J. Rantz, IV,
president. Acadiana Management estimated assets of less than
$50,000 and debt at $50 million and $100 million.

Judge Robert Summerhays presides over the cases.  Gold, Weems,
Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel.

On July 28, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.

Susan Goodman was appointed as patient care ombudsman.


ACE CASH: S&P Upgrades CCR to 'B-' on Debt Refinancing
------------------------------------------------------
S&P Global Ratings said it raised its issuer credit rating on ACE
Cash Express Inc. to 'B-' from 'CCC+'. The outlook is stable.

At the same time, S&P assigned 'B-' issue rating on the company's
new senior secured notes due 2022. The recovery rating on the new
notes is '3', indicating its expectation of meaningful (55%)
recovery in the event of default.

On Dec. 5, 2017, ACE announced the refinancing of its existing 11%
senior secured notes due 2019 at par with the issuance of new $290
million senior secured notes due 2022. S&P said, "We positively
view the company's desire to extend its debt maturity and believe
there is no imminent default risk over the next 12 months. Pro
forma for this transaction, we expect leverage to be about 2.8x
compared with 3.0x in 2016."

S&P said, "Our stable outlook over the next 12 months reflects
decreased refinancing risk; the potential impact of final Consumer
Financial Protection Bureau (CFPB) rules, which we believe will
lead to increased compliance costs; higher loan loss provisions;
and a decline in origination volume as the company transitions from
short-term payday to longer-term installment loans. The outlook
also reflects our expectation of leverage, measured as debt to
adjusted EBITDA, remaining between 2.5x-3.5x and EBITDA interest
coverage staying between 3.0x-3.5x."

A downgrade is unlikely over the next 12 months as the company has
no near-term debt maturities. However, S&P could lower the ratings
if the company has difficulty in transitioning its product offering
and reports declining operating profitability on a sustained
basis.

An upgrade is unlikely over the next 12 months. However, over time
S&P could raise the rating if JLL Partners reduces its ownership to
less than 40%, ACE transitions its product offerings to loans
compliant with the new CFPB standards, and ACE maintains its
leverage below 3.0x.


ADVANCED IRONWORKS: Full Payment for Unsecureds Over 60 Months
--------------------------------------------------------------
Advanced Ironworks, Inc., filed with the U.S. Bankruptcy Court for
the Western District of Washington a combined plan and disclosure
statement dated Nov. 21, 2017.

Class 5A consists of the general unsecured creditors, including
SFERS. This class will receive $1,336.07 monthly for 60 months.
Percentage of claim paid for this class is 100%.

Class 5B consists of the general unsecured claim of Capital One.
The Debtor will make a payment equal to 100% of the Creditor’s
claim within 90 days of Confirmation, with no post-petition
interest included.

Payments and distributions under the Plan will be funded by the
continued business activities of the Debtor. The Debtor has
sufficient net income to service these debts as well as their
monthly operating expenses as they come due.

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

     http://bankrupt.com/misc/wawb17-10313-67.pdf

              About Advanced Ironworks Inc.

Advanced Ironworks, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Wash. Case No. 17-10313) on Jan. 26, 2017,
estimating its assets and liabilities at between $100,001 and
$500,000 each.  Judge Timothy W. Dore presides over the case.


AEROGROUP INT'L: Committee Blocks Approval of Disclosure Statement
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Debtors Aerogroup
International, Inc., et al., objects to the Debtors' motion for
entry of an order (i) the adequacy of the Disclosure Statement;
(ii) the solicitation procedures with respect to confirmation of
the Plan; (iii) the form of ballots and notices in connection
therewith; and (iv) the scheduling of certain dates related
thereto.

The Committee supports the Debtors' efforts to quickly emerge from
these chapter 11 cases through a reorganization around their
intellectual property assets. A plan that accomplishes that goal is
in the best interests of all parties in interest, including
unsecured creditors, who are poised to receive payment in full on
their 503(b)(9) claims under the Plan, which was unlikely to be
paid otherwise. However, notwithstanding the Committee's
generalized support of the Debtors' proposed restructuring, the
Committee does not support the Plan’s treatment of general
unsecured creditors at this time.

The proposed Plan provides no distribution to unsecured creditors,
who are also not entitled to vote on the Plan. Instead, the Plan
contemplates, among other things, the conversion of (i) a portion
of the Term Loan, held by THL, and (ii) all of the purportedly
secured Prepetition Senior and Subordinated Notes, held by Palladin
(the Debtors’ equity sponsor) and other Noteholders, into 100% of
the equity in the Reorganized Debtors. The Plan further seeks to
grant THL, Palladin, and the other Noteholders broad releases.
Notably, however, the Disclosure Statement fails to acknowledge the
Committee’s ongoing investigation regarding whether the
Debtors’ prepetition lenders possess valid secured claims, and
particularly whether there is a basis to recharacterize or
otherwise subordinate the Notes.

The Disclosure Statement also fails to describe the potential
impact of that investigation on the Debtors' ability to implement
the Plan. Should the extent, validity or priority of the secured
claims be placed in bona fide dispute and be successfully
challenged, the Plan's failure to provide any distribution to
holders of general unsecured claims would be inappropriate and
would violate section 1129 of the Bankruptcy Code. As such, the
Disclosure Statement must be revised to reflect the pendency of the
Committee's ongoing investigation, and its potential impact on the
confirmability of the proposed Plan.

The Committee, thus, requests entry of an order denying approval of
the Disclosure Statement, and granting such other and further
relief as the Court deems just and proper.

As previously reported by the Troubled Company Reporter, holders of
General Unsecured Claims will not be entitled to receive or retain
any Distributions or other property on account of such General
Unsecured Claims under the Plan. Pursuant to the Plan, all Allowed
General Unsecured Claims against the Debtors will be deemed,
settled, canceled, extinguished and discharged on the Effective
Date.

A copy of the Committee's Objection is available at:

     http://bankrupt.com/misc/deb17-11962-297.pdf

Co-Counsel to the Official Committee of Unsecured Creditors:

     Michael Busenkell, Esq. (DE 3933)
     GELLERT SCALI BUSENKELL & BROWN, LLC
     1201 N Orange St Suite 300
     Wilmington, DE 19801
     T: 302.425.5800
     mbusenkell@gsbblaw.com

          -and-

     Cathy Hershcopf, Esq.
     Michael Klein, Esq.
     Sarah Carnes, Esq.
     COOLEY LLP
     1114 Avenue of the Americas
     New York, NY 10036
     T: 212.479.6000
     chershcopf@cooley.com
     mklein@cooley.com
     scarnes@cooley.com

               About Aerogroup International Inc.

Aerogroup International, Inc. -- http://www.aerosales.com/-- was
established in 1987 through a buyout of the What's What division of
Kenneth Cole.  Doing business as Aerosoles, the company is a New
Jersey-based women's footwear brand offering a wide array of
footwear, including heels, flats, wedges, boots and sandals that
appeal to broad consumer tastes.

With plans to close 74 of 78 stores they are operating, Aerogroup
International, Inc., and five affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017.

The cases are pending before the Honorable Kevin J. Carey.

Aerosoles disclosed $73 million in assets and $109 million in
liabilities as of the Petition Date.

Aerosoles' legal advisor in connection with the restructuring is
Ropes & Gray LLP.  The Debtors hired Bayard, P.A. as co-counsel;
Berkeley Research Group, LLC as restructuring advisor; and
EisnerAmper, LLC, as accountant.  Hilco Merchant Resources is
assisting on store closings.  Prime Clerk LLC is the claims and
noticing agent.

On September 26, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  No trustee or examiner
has been appointed.


AEROGROUP INT'L: Landlords Seeks Rejection of Disclosure Statement
------------------------------------------------------------------
Deutsche Asset & Wealth Management, Federal Realty Investment
Trust, The Forbes Company, Starwood Retail Partners LLC, The
Macerich Company, and YTC Mall Owner, LLC, filed a limited
objection to Debtors Aerogroup International, Inc., and affiliates'
disclosure statement and its motion to for the entry of an order
approving the adequacy of the disclosure statement.

The objecting Landlords are the owners or agents for the owners of
certain shopping centers at which Debtors operate retail stores
pursuant to written unexpired nonresidential real property leases.

The Landlords do not object to the Debtors' efforts to confirm a
plan of reorganization, but as drafted, the Disclosure Statement,
Plan and Proposed Order fail to provide adequate information for
the Landlords or other creditors to make an informed decision with
respect to the Plan and the treatment of the Leases under the Plan,
and the Plan itself improperly seeks to modify the Landlords'
rights under their Leases and the Bankruptcy Code.

The Disclosure Statement and Plan propose to give the Debtors the
ability to reject leases after entry of the confirmation order on
various grounds, including if they are dissatisfied with the cure
resolution. This potentially disenfranchises Landlords by
permitting the Debtors to reject leases after the voting deadline,
depriving Landlords with potentially significant rejection claims
from voting to accept or reject the Plan. In addition, this may be
used as an attempt to force Landlords to reduce their legitimate
cure claims, even though there may be no legal basis to do so. This
is unsupported by either statutory authority or case law, and the
Bankruptcy Code requires that all leases of non-residential real
estate will be assumed or rejected no later than the date of entry
of the confirmation order. The Debtors must either finalize its
list of assumed and rejected leases such that landlords with
rejected leases have time to vote on the Plan, or they must provide
some mechanism to make sure that these landlords are not improperly
disenfranchised by the plan process.

The Landlords also contend that the Disclosure Statement and Plan
do not provide discussion of the adequate assurance of future
performance information the Debtors intend to provide to the
Landlords in connection with the assumption, or assumption and
assignment, of the Leases. Moreover, the documents specify no
deadline whatsoever by which Adequate Assurance information will be
provided. Absent sufficient Adequate Assurance information and a
reasonable period of time to review such information, Landlords
that have leases that are being assumed by the Plan cannot properly
assess the tenant that will take over the those leases
post-confirmation.

Similarly, the Disclosure Statement and Plan are silent as to
whether the Debtors intend to distribute assumption notices with
asserted cure amounts, and when such notices will be provided to
affected Landlords.

Based on these, Landlords request that the Court not approve the
Disclosure Statement unless and until the Debtors provide adequate
information, amend the Disclosure Statement and Plan so that the
Disclosure Statement describes a Plan that is confirmable under
Section 1129, including the modifications requested, and grant such
further relief as the Court deems proper.

The Troubled Company Reporter previously reported that The Plan
contemplates the Reorganization of the Debtors through an Aerogroup
ICPO Transaction, which may be preceded by or contemporaneous with
the Non-IP Sales of the Non-IP Assets, which are any assets not
retained as a part of the Aerogroup ICPO Transaction or otherwise
required by the Reorganized Debtors to operate their business. The
Plan further maintains the Debtors' ability to effect the
Reorganization through an Alternative Transaction. In connection
with the Aerogroup ICPO Transaction, a new entity, Aerogroup IPCO,
will be formed and the Debtors will transfer all of their
Intellectual Property to such entity. Aerogroup IPCO will then
enter into the IPCO License Agreements with one or more licensees
in exchange for an upfront payment and an agreed stream of royalty
payments or other agreed compensation from such licensees.

A full-text copy of the Landlords' Objection is available at:

     http://bankrupt.com/misc/deb17-11962-301.pdf

Attorneys for Deutsche Asset & Wealth Management, Federal Realty
Investment Trust, Starwood Retail Partners LLC, The Forbes Company,
The Macerich Company, and YTC Mall Owner, LLC:

     Leslie C. Heilman, Esquire (No. 4716)
     Laurel D. Roglen, Esquire (No. 5759)
     BALLARD SPAHR LLP
     919 N. Market Street, 11th Floor
     Wilmington, DE 19801
     Telephone: (302) 252-4465
     Facsimile: (302) 252-4466
     E-mail: heilmanl@ballardspahr.com
     roglenl@ballardspahr.com

          -and-

     Dustin P. Branch, Esquire
     BALLARD SPAHR LLP
     2029 Century Park East, Suite 800
     Los Angeles, CA 90067-3012
     Telephone: (424) 204-4354
     Facsimile: (424) 204-4350
     E-mail: branchd@ballardspahr.com

         -and-

     David L. Pollack, Esquire
     BALLARD SPAHR LLP
     51st Fl - Mellon Bank Center
     1735 Market Street
     Philadelphia, PA 19103
     Telephone: (215) 864-8325
     Facsimile: (215) 864-9473
     E-mail: pollack@ballardspahr.com 

               About Aerogroup International Inc.

Aerogroup International, Inc. -- http://www.aerosales.com/-- was
established in 1987 through a buyout of the What's What division of
Kenneth Cole.  Doing business as Aerosoles, the company is a New
Jersey-based women's footwear brand offering a wide array of
footwear, including heels, flats, wedges, boots and sandals that
appeal to broad consumer tastes.

With plans to close 74 of 78 stores they are operating, Aerogroup
International, Inc., and five affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017.

The cases are pending before the Honorable Kevin J. Carey.

Aerosoles disclosed $73 million in assets and $109 million in
liabilities as of the Petition Date.

Aerosoles' legal advisor in connection with the restructuring is
Ropes & Gray LLP.  The Debtors hired Bayard, P.A. as co-counsel;
Berkeley Research Group, LLC as restructuring advisor; and
EisnerAmper, LLC, as accountant.  Hilco Merchant Resources is
assisting on store closings.  Prime Clerk LLC is the claims and
noticing agent.

On September 26, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  No trustee or examiner
has been appointed.


AEROGROUP INT'L: U.S. Trustee Seeks Modification of Plan Outline
----------------------------------------------------------------
Andrew R. Vara, the Acting U.S. Trustee for Region 3, objects to
Aerogroup International, Inc. and affiliates' disclosure statement
for their joint plan of reorganization.

The U.S. Trustee objects to approval of the Disclosure Statement
and Solicitation Procedures Motion for a number of reasons,
including a lack of "adequate information" for the voting classes
and non-compliance with the Bankruptcy Code and Federal Rules of
Bankruptcy Procedure:

   a. The Plan includes overly broad release and exculpation
provisions, which exceed the scope of what is permissible under
applicable law;

   b. The Plan is unfairly discriminatory because it fails to
provide General Unsecured Creditors a meaningful opportunity to opt
out of such releases;

   c. The Disclosure Statement is ambiguous as to when the Debtors
may be entitled to a discharge under the Plan to the extent it
contemplates a Reorganization Scenario or a Liquidation Scenario;

   d. The Debtor is not entitled to a discharge in the Liquidation
Scenario; and

   e. The proposed solicitation procedures are inconsistent with
the Federal Rules of Bankruptcy Procedure and are designed to
disenfranchise creditors from voting.

The Disclosure Statement was also filed without any financial
exhibits. Because Schedules were not filed until November 13, 2017,
and financial exhibits were not filed until Nov. 10, 2017,
creditors have not had the requisite 28 days’ notice to object to
the Disclosure Statement, instead having between 11 and 8 days to
review important information. Should any constituency or claimant
object to the lack of time to object to the Disclosure Statement,
the Court should consider the Debtors’ failure to file required
information in a timely manner, along with the fact that these are
privately held Debtors with no publicly reported financial
information.

The Disclosure Statement should also identify the proposed
Disbursing Agent or Plan Administrator and the proposed
compensation in the Liquidation Scenario.

The U.S. Trustee concludes that the Disclosure Statement should not
be approved without further modification. By not adequately
distinguishing the two plan scenarios and what provisions may be
applicable, the Disclosure Statement risks confusing both voting
parties, and other parties in interest. Moreover, the Plan provides
for broad third-party releases (without providing parties in
interest any opportunity to opt out), prospective exculpation, and
a discharge in what may be a liquidating plan. The third party
release and discharge issues render the Plan unconfirmable on its
face. The Solicitation Procedures Motion does not propose to file
the Plan Supplement until Dec. 26, 2017, two days prior to the Plan
Objection Deadline, providing insufficient notice under the
circumstances.

The Troubled Company Reporter previously reported that The Plan
contemplates the Reorganization of the Debtors through an Aerogroup
ICPO Transaction, which may be preceded by or contemporaneous with
the Non-IP Sales of the Non-IP Assets, which are any assets not
retained as a part of the Aerogroup ICPO Transaction or otherwise
required by the Reorganized Debtors to operate their business. The
Plan further maintains the Debtors' ability to effect the
Reorganization through an Alternative Transaction. In connection
with the Aerogroup ICPO Transaction, a new entity, Aerogroup IPCO,
will be formed and the Debtors will transfer all of their
Intellectual Property to such entity. Aerogroup IPCO will then
enter into the IPCO License Agreements with one or more licensees
in exchange for an upfront payment and an agreed stream of royalty
payments or other agreed compensation from such licensees.

A full-text copy of the U.S. Trustee's Objection is available at:

     http://bankrupt.com/misc/deb17-11962-294.pdf

Attorney for the U.S. Trustee:

     David L. Buchbinder, Esquire
     Trial Attorney
     J. Caleb Boggs Federal Building
     844 King Street, Suite 2207, Lockbox 35
     Wilmington, DE 19801
     (302) 573-6491
     (302) 573-6497 (Fax)

               About Aerogroup International Inc.

Aerogroup International, Inc. -- http://www.aerosales.com/-- was
established in 1987 through a buyout of the What's What division of
Kenneth Cole.  Doing business as Aerosoles, the company is a New
Jersey-based women's footwear brand offering a wide array of
footwear, including heels, flats, wedges, boots and sandals that
appeal to broad consumer tastes.

With plans to close 74 of 78 stores they are operating, Aerogroup
International, Inc., and five affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017.

The cases are pending before the Honorable Kevin J. Carey.

Aerosoles disclosed $73 million in assets and $109 million in
liabilities as of the Petition Date.

Aerosoles' legal advisor in connection with the restructuring is
Ropes & Gray LLP.  The Debtors hired Bayard, P.A. as co-counsel;
Berkeley Research Group, LLC as restructuring advisor; and
EisnerAmper, LLC, as accountant.  Hilco Merchant Resources is
assisting on store closings.  Prime Clerk LLC is the claims and
noticing agent.

On September 26, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  No trustee or examiner
has been appointed.


ALABAMA PARTNERS: Feb. 20 Auction of Maryland Stores Assets Set
---------------------------------------------------------------
Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized the bidding procedures of
Alabama Partners, LLC and affiliates in connection with the sale of
assets in their Maryland stores at auction.

The authorized Bidding Procedures include but not limited to the
date for qualification of bidders, the bid deadline, the objection
deadline, and the break-up fee.

The Auction for the sale of the assets is set for Feb. 20, 2018, as
provided for in the Motion.

The notice procedures set forth in the Motion, including but not
limited to the Sale Notice, are approved and authorized.  As agreed
to by the parties, the allocations provided for in the APA will not
be binding on the IRS or any other party for purposes of allocating
proceeds from any sale of the assets.

The final hearing to authorize the sale of assets is set for Feb.
21, 2018 at 1:30 p.m.

                     About Alabama Partners

Alabama Partners, LLC, et al., are a series of related and
affiliated companies that operate in the fast food restaurant
business.  Alabama Partners, LLC, is a holding company for the
operating entity BamaChex, Inc.  BamaChex operates a series of
Rally' hamburger restaurants in the Birmingham, Alabama
metropolitan area.  Maryland LC Ventures, LLC, is a holding company
for the operating entity Maryland Pizza, LLC; and PG County
Partners, LLC is the holding company for the operating entity PG
County Pizza, Inc.  Each of the holding companies owns four Little
Ceasars Pizza franchises in Maryland.  Each of the six entities are
jointly owned and controlled by the same equity partners or
shareholders.

BamaChex, Inc., previously sought bankruptcy protection (Bankr.
N.D. Ala. Case No. 11-04020) on Aug. 11, 2011.

Alabama Partners, LLC; BamaChex, Inc.; Maryland LC Ventures, LLC;
Maryland Pizza, Inc.; PG County Partners, LLC; and PG County Pizza,
Inc., filed Chapter 11 petitions (Bankr. N.D. Ala. Case Nos.
17-03469, 17-03471, 17-03472, 17-03473, 17-03474, and 17-03475,
respectively) on Aug. 11, 2017.  Mark Williams, chief operating
officer, signed the petitions.

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

The Debtors are represented by Scott R. Williams, Esq., Robert H.
Adams, Esq., and Frederick D. Clarke, Esq., at Rumberger, Kirk &
Caldwell, P.C.


ALCOA CORP: S&P Raises CCR to 'BB' on Stronger Credit Measures
--------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Alcoa
Corp. to 'BB' from 'BB-'. The outlook is positive.

S&P said, "In addition, we raised our issue-level rating on the
company's senior secured credit facility to 'BBB-' from 'BB+'. The
'1' recovery rating indicates our expectation of very high
(90%-100%; rounded estimate: 95%) recovery in the event of a
payment default. We also raised our issue-level rating on the
company's senior unsecured notes to 'BB' from 'BB-'. The '3'
recovery rating indicates our expectation of meaningful (50%-70%;
rounded estimate: 65%) recovery in the event of a payment default.

"Our higher rating on Alcoa stems from the company's sustainably
improved credit measures, supported by higher aluminum prices, cost
reductions, and net debt reduction since the company's separation
from the downstream operations of Arconic Inc. only a year ago.
Moreover, a new leadership team of experienced Alcoa managers has
demonstrated a smooth transformation to reduced business complexity
since the separation, offsetting its short track record as a
stand-alone entity.

"The positive rating outlook on Alcoa Corp reflects our view that
improved credit measures are readily sustainable, given an
improving medium-term profit outlook and good financial capacity to
support sustaining investment in this capital-intensive business.
Our expectations for Alcoa's higher margins and better earnings
stability are underpinned by our view of the company's more
cost-competitive assets and better output discipline in primary
aluminum, which should enable it to drive fully adjusted debt to
EBITDA down toward 1.5x in 2018.

"We could raise the ratings in a year if Alcoa maintained fully
adjusted debt to EBITDA of about 2x, with financial policies that
support moderate debt leverage and improved cash flow visibility
from good execution of cost reductions, which could confirm a
stronger competitive position in the cyclical, commodity-oriented
aluminum industry. We believe such a scenario would be likely if
market conditions for aluminum and alumina remain robust through
2019, enabling the company to generate up to $1 billion of
discretionary cash flow (after dividends) annually at our
assumption of $2,100/tonne for the next three years.

"We could revise the outlook back to stable from positive if
adjusted debt to EBITDA reversed course and rose to 3x, which we
believe could occur if aluminum prices declined sharply or if the
company adopted decidedly more aggressive shareholder return
strategies, both of which we view as unlikely. We estimate that
Alcoa's debt leverage would increase to 3x in 2018 if LME aluminum
prices dropped to about $1,650/tonne, or about 30%, which would
represent an unusually large decline in one year."


ANDREW S. BREIMAN: Feb. 2 Hearing on Necessity of PCO Appointment
-----------------------------------------------------------------
According to a notice, a hearing will be held before Judge Robert
D. Drain of the U.S Bankruptcy Court for the Southern District of
New York on Feb. 2, 2018 at 10:00 a.m. on Andrew S. Breiman's
application for an order determining appointment of a patient care
ombudsman is not necessary.

Objection to the relief requested must be made in writing and must
be filed and served no later than seven days prior to the hearing
date.

Andrew Stuart Breiman filed for chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 17-23677) on Nov. 1, 2017, and is
represented by Bruce R. Alter, Esq. of Alter & Brescia, LLP.



APOLLO COMPANIES: Unsecured Creditors to Get 1% Under Amended Plan
------------------------------------------------------------------
Apollo Companies Inc. filed with the U.S. Bankruptcy Court for the
Southern District of Texas a second amended plan of reorganization
and disclosure statement.

Class 6 general unsecured claims will be paid in accordance with
the Plan Schedule of Payments, which provides for a seven-year
term. Unsecured creditors will receive 1% of claim value over the
Plan term.

Pursuant to the Plan, the Debtor is seeking to repay its debts
through ongoing operations and funds received from collections on
Debtor's Accounts Receivables. Additionally, Debtor expects it may
also be able to repay some of its debts through funds obtained from
Debtor-in-Possession Financing.

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

     http://bankrupt.com/misc/txsb17-80148-94.pdf

               About Apollo Companies, Inc.

Headquartered in Alvin, Texas, Apollo Office Systems, LLC --
http://www.apolloofficesystems.com-- is a growing company that
sells and services all brands of copiers, printers, scanners,
faxes, wide format laser printers and any other type of office
machine. The Debtor is an authorized Xerox Channel Partner.  It
also sells Canon, Kyocera-Mita/Copystar, Konica-Minolta, Oce,
Okidata, HP, Brother, Samsung, Ricoh, GEI, Fujitsu, etc. AOS is a
family owned and has been in the business for over twenty-five
years.

Apollo Companies Inc. dba Apollo Office Systems LLC, dba Southwest
Office Systems, filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 17-80148) on May 5, 2017, estimating assets of
less than $1 million and liabilities of $1 million to $10 million.
The petition was signed by Jeffrey Foley, director.

Judge Marvin Isgur presides over the case. The Debtor hired Eric C.
Grimm, PLLC, and the Law Office of William L. Bennett as its
special litigation counsel.


ARAMARK SERVICES: Term Loan Upsize No Impact on Moody's Ba2 CFR
---------------------------------------------------------------
Moody's Investors Service said Aramark Services, Inc.'s announced
term loan B increase to $1.785 billion from $1.15 billion will
allow it to repay its senior secured U.S. dollar term loan A , as
well as finance the acquisition of Avendra, LLC, but the ratings,
including the Ba2 Corporate Family rating, Ba1 senior secured and
Ba3 senior unsecured ratings and negative ratings outlook remain
unchanged at this time.

Aramark, based in Philadelphia, PA, is a provider of food and
related services to a broad range of institutions and the second
largest provider of uniform and career apparel in the United
States. Moody's expect fiscal 2018 (ends September) revenue to
approach $16 billion. On October 16, Aramark announced it will
acquire Ameripride Services, Inc. for $1.0 billion and Avendra, LLC
for $1.35 billion.


ATHENS INTERESTS: Wright Opposes OK of Disclosure Statement
-----------------------------------------------------------
John Wright Construction, Inc., objects to the disclosure statement
filed by Debtor Athens Interests, LLC.

Wright is a creditor of Debtor, being owed $143,344 for
construction work performed in connection with the Athens Project,
not including interest or attorneys' fees. Wright has filed a lien
against the Athens Project pursuant to chapter 53 of the Texas
Property Code.

Wright complains that the Disclosure Statement, in this case, fails
to contain adequate information to allow creditors to make an
informed choice regarding the Plan. Specifically, it lacks the
following:

   A. The Disclosure Statement does not contain a liquidation
analysis to allow creditors to determine whether or not they could
be paid more in a hypothetical Chapter 7 case.

   B. The Disclosure Statement does not explain or disclose the
nature or structure of the proposed sale of the Athens Project to
Maku Holdings, LLC. For example, no sale contract or term sheet is
disclosed. No price is disclosed, though Debtor has scheduled the
real estate underlying the Athens Project as having a value of
$1,000,000. No estimated time of closing is given. No conditions
precedent to closing are disclosed, nor is any explanation given of
what contingencies may allow Maku Holdings, LLC to terminate its
"obligation" to close the sale. No information describing what is
actually proposed to be sold is provided, real estate or the
Debtor's interest in some undefined partnership with Maku Holdings,
LLC.

   C. The Disclosure Statement does not explain, in the event a
sale of the Athens Project closes, what "separate Court order" will
be required in order to distribute funds in payment of the claim of
Wright nor who will be required to obtain such order. The
Disclosure Statement also does not explain the reason that such an
order is required for some creditors (Wright, Redco, and Total) but
not others (Chachere).

   D. Paragraph IV of the Disclosure Statement states that Debtor
owns (1) a 100% "interest" in 7 acres of land in Athens Texas, (2)
a 50% "net profits interest" in the "Athens Project", (3) a 50%
"net interest" in 7 acres on SH130 in Austin, TX, and (4) a 50%
"net interest" on a "0.8 site" on I-35 in Waco. No explanation is
given regarding the nature of the "interest", "net profits
interest", or "net interest", owned by Debtor and whether they will
all be retained by Debtor under the Plan.

Premises considered, Wright requests that the Court find that
Debtor's Disclosure Statement fails to contain adequate
information, fails to comply with the provisions of 11 U.S.C.
section 1125, should not be approved in its current form, and for
such other and further relief to which it may be entitled.

The Troubled Company Reporter previously reported that under the
plan, the allowed claims of class 7 unsecured creditors will be
paid in full in 12 equal monthly payments commencing on the
Effective Date. The Debtor believes the total of Class 7 creditors
to be approximately $5,000. This class is impaired.

The Debtor will sell its interest in the Athens Project to Maku
Holdings, LLC, or its designee, including, without limitation, the
7 acres in Athens, Texas and the 50% interests in the Athens
Project pursuant to the Agreement. Maku will pay the amount
necessary to pay the Allowed Claims of Class 3 through 6. The
Debtor's shareholder will contribute the funds necessary to pay the
Class 7 creditors.

A full-text copy of Wright's Objection is available at:

     http://bankrupt.com/misc/txeb17-40693-30.pdf

Attorneys for John Wright Construction, Inc.:

     Jason R. Searcy.
     State Bar No. 17953500
     Joshua P. Searcy
     State Bar No. 24053468
     Callan Clark Searcy
     State Bar No. 24075523
     SEARCY & SEARCY, P.C.
     P. O. Box 3929
     Longview, TX 75606
     903/757-3399 PHONE
     903/757-9559 FAX
     Email: jsearcy@jrsearcylaw.com
     Email: joshsearcy@jrsearcylaw.com
     Email: ccsearcy@jrsearcylaw.com

Athens Interests, LLC filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Tex. Case No. 17-40693) on April 3, 2017, listing
under $1 million in both assets and liabilities.


ATRIUM INNOVATIONS: Moody's Puts B2 CFR on Review for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Atrium Innovations Inc.'s B2
corporate family rating (CFR), B2-PD probability of default rating
(PDR), and B2 ratings on first lien credit facilities on review for
possible upgrade as the company has agreed to be acquired by Nestle
S.A. (Aa2 stable) for $2.3 billion.

"The review for upgrade was prompted by the possibility that
Atrium's credit profile will improve once it is acquired by
Nestle," said Peter Adu, Moody's AVP.

On Review for Upgrade:

Corporate Family Rating, currently B2

Probability of Default Rating, currently B2-PD

$75 million sr sec revolving credit facility due 2019, currently
B2 (LGD3)

$540 million sr sec first lien term loan due 2021, currently B2
(LGD3)

Outlook Action:

Changed To Rating Under Review From Stable

RATINGS RATIONALE

The review will focus on the likelihood that the acquisition will
close and Nestle's legal support for Atrium's debt, if any. Should
Nestle choose to repay Atrium's debt, Moody's will withdraw all of
Atrium's ratings. If Nestle should choose to assume Atrium's debt,
then Moody's would withdraw Atrium's CFR and PDR. Should Nestle
choose to leave Atrium's debt in place and not guarantee it,
Moody's would assess the financial and business strategies of
Atrium after the acquisition, together with an assessment of any
benefits that might arise from ownership by Nestle.

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

Atrium Innovations Inc. develops, manufactures and markets natural
health products and dietary supplements. The company is
majority-owned by Permira Funds and is headquartered in Westmount,
Quebec. Revenue for the twelve months ended September 30, 2017 was
$656 million.


BAC AAH: Moody's Hikes Pref. Stock Non-Cumulative Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service has upgraded the long-term ratings,
counterparty risk assessments, and baseline credit assessment of
Bank of America Corporation (BAC, senior debt to A3 from Baa1) and
certain subsidiaries, including its principal bank subsidiary, Bank
of America N.A. (BANA, deposits and senior debt to Aa3 from A1, BCA
to baa1 from baa2). Moody's also affirmed all the short-term
ratings and assessments at BAC and its rated subsidiaries. The
rating outlook is stable. A complete list of affected ratings and
entities can be found at the end of this press release.

RATINGS RATIONALE

The rating action is driven by the recent and expected future
improvements to BAC's profitability, which Moody's expects will be
sustained, and by the commitment of BAC's management and its board
of directors to a conservative risk profile, which Moody's expects
will reduce the bank's earnings volatility going forward, a
positive for the bank's creditors.

Moody's noted that BAC's profitability has improved steadily over
the last three years. The earnings drag from BAC's legacy mortgage
servicing and litigation matters has receded, and the bank's
expense-management initiatives are bearing results. Higher interest
rates have also provided a boost to earnings at BAC, which
continues to have the most asset-sensitive balance sheet among its
rated US peers. The rating agency anticipates that additional rate
hikes as well as the realization of the bank's $53 billion cost
target in 2018 will further boost BAC's profitability to at least a
1% return on tangible assets. This is likely even as the proportion
of rate hikes which are passed through to depositors increases,
i.e., as the bank experiences higher deposit betas.

During and for several years following the financial crisis BAC
experienced significant earnings volatility, driven by high credit
costs, trading losses, and litigation and restructuring charges.
These costs were reflective of the bank's and its acquirees'
aggressive risk appetites leading up to the financial crisis.
However, over the past six years the bank has adopted a more
conservative risk appetite than many of its peers, in addition to
significantly bolstering its risk management, governance and
controls. Evidence of BAC's more conservative risk profile includes
the greater resiliency of its performance under the Federal
Reserve's severely adverse stress tests, the bank's more cautious
approach to loan growth than many of its peers in the context of
low nominal US GDP growth, and constraints on the size of its
capital markets business. This approach is firmly supported by
BAC's management and its board of directors and is reinforced
across all areas of the firm through ongoing analytics, training,
and feedback. As such, Moody's believes this more conservative risk
profile is unlikely to be reversed.

Moody's also noted that BAC's credit profile has been strengthened
by recent improvements to its capital position. BAC's capital
payouts have been more conservative than peers over the last few
years, allowing the firm to build capital. However, Moody's expects
BAC's payouts to shareholders to increase going forward, subject to
Federal Reserve approval. Higher payouts are likely to result in
some deterioration in BAC's capital position, but Moody's expects
the bank's ratio of tangible common equity to risk-weighted assets
will remain above 11% and its ratio of tangible common equity to
tangible assets will remain above 7.5%.

BAC has a robust liquidity profile and is less reliant on wholesale
funding than many of its peers. This remains a key credit strength,
and the upgrade incorporates Moody's expectation that the bank's
strong liquidity metrics will hold steady at current levels.

WHAT COULD MOVE THE RATINGS UP/DOWN

BAC's ratings could be upgraded if the bank were to generate
profitability greater than a 1.0% return on tangible assets on a
sustainable basis, with a lower level of earnings volatility than
similarly rated peers and without materially reducing its liquidity
or capital ratios. A key component of this will be maintenance of a
conservative risk profile and an absence of major litigation or
other sizeable operational risk charges or control failures.

BAC's ratings could be downgraded if the bank experiences a
significant deterioration in its capital or liquidity levels,
demonstrates a marked increase in its risk appetite, or experiences
a major litigation or other sizeable operational risk charge or
control failure.

The following ratings are being upgraded:

Issuer: B of A Issuance B.V.

-- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA

Issuer: BA Australia Limited

-- Senior Unsecured Medium-Term Note Program, Upgraded to (P)Aa3

Issuer: BAC AAH Capital Funding LLC I

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC II

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC III

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC IV

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC IX

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC V

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC VI

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC VII

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC X

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC XI

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC XII

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC AAH Capital Funding LLC XIII

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC Canada Finance Company

-- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA

-- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3

-- Subordinate Medium-Term Note Program, Upgraded to (P)Baa2

-- Senior Unsecured Shelf, Upgraded to (P)A3

Issuer: BAC Capital Trust VI

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: BAC Capital Trust VII

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: BAC Capital Trust XI

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: BAC Capital Trust XIII

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC Capital Trust XIV

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: BAC Capital Trust XV

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: BAC North America Holding Company

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

Issuer: Bank of America Corporation

-- Long-Term Issuer Rating, Upgraded to A3/STA

-- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA

-- Senior Subordinated Regular Bond/Debenture, Upgraded to Baa2

-- Subordinate Regular Bond/Debenture, Upgraded to Baa2

-- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb)

-- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3

-- Subordinate Medium-Term Note Program, Upgraded to (P)Baa2

-- Senior Unsecured Shelf, Upgraded to (P)A3

-- Subordinate Shelf, Upgraded to (P)Baa2

-- Preferred Shelf, Upgraded to (P)Baa3

-- Pref. Shelf Non-Cumulative, Upgraded to (P)Ba1

Issuer: Bank of America, N.A.

-- Baseline Credit Assessment, Upgraded to baa1

-- Adjusted Baseline Credit Assessment, Upgraded to baa1

-- Long-Term Counterparty Risk Assessment, Upgraded to Aa3(cr)

-- Long-Term Issuer Rating, Upgraded to Aa3/STA

-- Long-Term Bank Deposit Rating, Upgraded to Aa3/STA

-- Senior Unsecured Regular Bond/Debenture, Upgraded to Aa3/STA

-- Subordinate Regular Bond/Debenture, Upgraded to A1

-- Senior Unsecured Bank Note Program, Upgraded to (P)Aa3

-- Subordinate Bank Note Program, Upgraded to (P)A1

Issuer: Bank of America, N.A. (Sydney Branch)

-- Long-Term Counterparty Risk Assessment, Upgraded to Aa3(cr)

-- Senior Unsecured Regular Bond/Debenture, Upgraded to Aa3/STA

-- Senior Unsecured Medium-Term Note Program, Upgraded to (P)Aa3

-- Subordinate Medium-Term Note Program, Upgraded to (P)A1

Issuer: Bank of America, N.A., London Branch

-- Long-Term Counterparty Risk Assessment, Upgraded to Aa3(cr)

-- Senior Unsecured Deposit Program, Upgraded to (P)Aa3

Issuer: BankAmerica Capital III

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: BankBoston Capital Trust III

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: BankBoston Capital Trust IV

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: BofA Finance LLC

-- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA

-- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3

-- Senior Unsecured Shelf, Upgraded to (P)A3

Issuer: Countrywide Capital III

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: Countrywide Capital V

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: Fleet Capital Trust V

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: FleetBoston Financial Corporation

-- Subordinate Regular Bond/Debenture, Upgraded to Baa2

Issuer: LaSalle Bank N.A.

-- Senior Unsecured Deposit Note/Takedown, Upgraded to Aa3/STA

Issuer: LaSalle Funding LLC

-- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA

-- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3

-- Senior Unsecured Shelf, Upgraded to (P)A3

-- Subordinate Shelf, Upgraded to (P)Baa2

Issuer: MBNA Capital B

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: Merrill Lynch & Co., Inc.

-- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA

-- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to
    A3/STA

-- Subordinate Regular Bond/Debenture, Upgraded to Baa2

Issuer: Merrill Lynch Capital Trust I

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: Merrill Lynch Capital Trust III

-- Preferred Stock, Upgraded to Baa3(hyb)

Issuer: Merrill Lynch International & Co. C.V.

-- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3

Issuer: Merrill Lynch Japan Finance GK

-- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3

Issuer: Merrill Lynch Preferred Capital Trust IV

-- Preferred Shelf, Upgraded to (P)Baa3

Issuer: Merrill Lynch Preferred Funding IV, L.P.

-- Preferred Shelf, Upgraded to (P)Baa3

Issuer: Merrill Lynch Preferred Funding V, L.P.

-- Preferred Shelf, Upgraded to (P)Baa3

Issuer: Merrill Lynch S.A.

-- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA

Issuer: NB Capital Trust III

-- Preferred Stock, Upgraded to Baa3(hyb)

The following ratings are being affirmed:

Issuer: BA Australia Limited

-- Short-Term Medium-Term Note Program, at (P)P-1

Issuer: Bank of America Corporation

-- Commercial Paper, at P-2

-- Short-Term Medium-Term Note Program, at (P)P-2

Issuer: Bank of America, N.A.

-- Short-Term Counterparty Risk Assessment, at P-1(cr)

-- Short-Term Bank Deposit Rating, at P-1

-- Senior Unsecured Commercial Paper, at P-1

-- Short-Term Bank Note Program, at (P)P-1

Issuer: Bank of America, N.A. (Sydney Branch)

-- Counterparty Risk Assessment, at P-1(cr)

-- Commercial Paper, at P-1

Issuer: Bank of America, N.A., London Branch

-- Short-Term Counterparty Risk Assessment, at P-1(cr)

-- Commercial Paper, at P-1

-- Short-Term Deposit Program, at (P)P-1

Issuer: Merrill Lynch International & Co. C.V.

-- Short-Term Medium-Term Note Program, at (P)P-2

Issuer: Merrill Lynch Japan Finance GK

-- Short-Term Medium-Term Note Program, at (P)P-2

Outlook Actions:

Issuer: B of A Issuance B.V.

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BA Australia Limited

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC I

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC II

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC III

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC IV

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC IX

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC V

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC VI

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC VII

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC X

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC XI

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC XII

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC AAH Capital Funding LLC XIII

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC Canada Finance Company

-- Outlook, Changed To Stable From Rating Under Review

Issuer: BAC Capital Trust VI

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC Capital Trust VII

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC Capital Trust XI

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC Capital Trust XIII

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC Capital Trust XIV

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC Capital Trust XV

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BAC North America Holding Company

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Bank of America Corporation

-- Outlook, Changed To Stable From Rating Under Review

Issuer: Bank of America, N.A.

-- Outlook, Changed To Stable From Rating Under Review

Issuer: Bank of America, N.A. (Sydney Branch)

-- Outlook, Changed To Stable From Rating Under Review

Issuer: Bank of America, N.A., London Branch

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BankAmerica Capital III

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BankBoston Capital Trust III

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BankBoston Capital Trust IV

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: BofA Finance LLC

-- Outlook, Changed To Stable From Rating Under Review

Issuer: Countrywide Capital III

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Countrywide Capital V

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Fleet Capital Trust V

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: FleetBoston Financial Corporation

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: LaSalle Bank N.A.

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: LaSalle Funding LLC

-- Outlook, Changed To Stable From Rating Under Review

Issuer: MBNA Capital B

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Merrill Lynch & Co., Inc.

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Merrill Lynch Capital Trust I

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Merrill Lynch Capital Trust III

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Merrill Lynch International & Co. C.V.

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Merrill Lynch Japan Finance GK

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Merrill Lynch Preferred Capital Trust IV

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Merrill Lynch Preferred Funding IV, L.P.

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Merrill Lynch Preferred Funding V, L.P.

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: Merrill Lynch S.A.

-- Outlook, Changed To No Outlook From Rating Under Review

Issuer: NB Capital Trust III

-- Outlook, Changed To No Outlook From Rating Under Review

The principal methodology used in these ratings was Banks published
in September 2017.


BANDWIDTH TECHNOLOGY: Proceeds from License Agreement to Fund Plan
------------------------------------------------------------------
Bandwidth Technology Corp. filed with the U.S. Bankruptcy Court for
the Southern District of New York a disclosure statement in
connection with its chapter 11 plan of reorganization.

The Plan effectively provides mechanism to restart the Debtor's
business, recapitalize the Debtor's operations and issue new stock.
The funding for the restart of the Debtor's business and operations
will come from the proceeds from the Exclusive Intellectual
Property and Patent Usage and License Agreement and an infusion of
capital by The Alexandra Master Fund Ltd. and Roland Pieper,
jointly, will make best efforts to provide an amount of additional
funding up to the sum of $50,000. The Alexandra Fund is the
debtor's largest unsecured creditor having previously loaned the
Debtor the sum of $5,000,000. The Alexandra Fund and Roland Pieper
have agreed to make best efforts to fund and advance to the Debtor
up to the sum of $50,000 in the form of a secured loan, secured by
all of the assets of the Debtor.

Class 2 under the plan consists of Allowed Unsecured Claims.
Allowed Class 2 Claims will be given the option to receive either
Option 1 or Option 2 from the Reorganized Debtor. Creditors who
select Option 1 will receive 5% of their Allowed Class 2 Claim on
the Effective Date. Creditors who select Option 2 will be given
shares of stock in the Reorganized Debtor.

Shares will be issued on a conversion rate such that one dollar of
Allowed Class 2 Claims will receive one share of stock in the
Reorganized Debtor. The Alexandra Fund is the debtor’s largest
unsecured creditor having previously loaned the Debtor the sum of
$5,000,000. The Alexandra Fund has agreed to vote in favor of the
Debtor’s Plan and select Option 2. In the event a ballot is cast
such that no option is selected, the Plan and the Ballot will state
that those creditors will be deemed to have selected Option 2.

The Plan will be implemented with the proceeds from the License
Agreement and Additional Funding which will fund the distribution
in accordance with the terms of the Plan.

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

     http://bankrupt.com/misc/nysb15-11385-106.pdf

Counsel for the Debtor:

     Clifford A. Katz, Esq.
     PLATZER, SWERGOLD, LEVINE, GOLDBERG, KATZ & JASLOW, LLP
     Member of the Firm
     475 Park Avenue South - 18th Floor
     New York, New York 10016
     Telephone: (212) 593-3000
     Email: ckatz@platzerlaw.com

                About Bandwidth Technology

An involuntary Chapter 7 petition was filed against Bandwidth
Technology Corp. on May 27, 2015.  On November 21, 2015, the Debtor
filed a Motion to Convert the involuntary Chapter 7 case to a
voluntary case under Chapter 11 of the Bankruptcy Code.  On March
8, 2016, the Court granted the Debtor's Motion to Convert and
entered an Order for Relief under Chapter 11 of the Bankruptcy
Code.  The bankruptcy case is In re: Bandwidth Technology Corp.,
Case No. 15-1l385(SHL)(Bankr. S.D.N.Y.).


BARBARA MAGNUSSON: Trustee's $3M Spring Lake Property Sale Okayed
-----------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey authorized Barry W. Frost, Chapter 11
Trustee for the estate of debtor Barbara Magnusson, to sell the
Debtor's interest in the real property located at 14 Newark Avenue,
Spring Lake, New Jersey to 14 Newark Avenue Enterprises, LLC, for
$3,052,000.

The current holder of the first mortgage on the Spring Lake
Property is Ocwen Loan Servicing, LLC as servicer for U.S. Bank
National Association, as Trustee for GSR Mortgage Loan Trust
2006-ARI, mortgage pass-through certificates series 2006-AR1.  The
current holder of the second mortgage on the Spring Lake Property
is 14 Newark Ave - SL, LLC.

The total amount of any and all claims by the First Mortgage Holder
against the Spring Lake Property and/or the estate is fixed at the
total and final amount of $2,167,500 representing any and all
claims, known and unknown, administrative, secured, and unsecured,
owed to the First Mortgage Holder the Trustee, and/or the
bankruptcy estate.  The total amount of any and all claims by the
Second Mortgage Holder against the Spring Lake Property and/or the
estate is fixed at the total and final amount of $289,000
representing any and all claims, known and unknown, administrative,
secured, and unsecured, owed to the Second Mortgage Holder the
Trustee, and/or the bankruptcy estate.  The First Mortgage Holder
and the Second Mortgage Holder will be paid no funds other than the
Fixed First Mortgage Claim and Fixed Second Mortgage Claim as part
of these proceedings by the Trustee from the sale proceeds of the
Spring Lake Property and any other potential claims for additional
funds are deemed waived.

The sale is "as is" and "where is" with no representations and/or
warranties, including, but not limited to, any representation of
any kind as to the condition or title; and free and clear of all
liens, claims, interests, and encumbrances.  At closing of the
Sale, all valid liens, claims or encumbrances against the Spring
Lake Property will attach to the proceeds of the Sale.

The Sale will be deemed to be pursuant to a liquidating plan under
Bankruptcy Code Sections 1129 and 1146.  Any distribution to
creditors will be pursuant to the terms of a confirmed chapter 11
plan of liquidation submitted by the Chapter 11 Trustee.  

At the closing of the Sale, the Trustee will make payment of all
necessary closing costs, taxes and fees allocable and in connection
with the Sale from the gross sale proceeds.  Any fees due to the
realtors' commission will be paid by way of separate application to
the Court.

In the event the Buyer does not close as set forth in the Agreement
of Sale, the Buyer's deposit, as to the estate's interest in the
Spring Lake Property, will be deemed property of the Debtor's
estate pursuant to sections 105, 541, and 542 of the Bankruptcy
Code.

To the extent there is any remaining personal property of the
Debtor at the Spring Lake Property, the Debtor will remove her
personal assets and belongings on or before the closing date.  She
will leave the property in "broom clean" condition on the closing
date.  She will continue to remain vacated from the Spring Lake
Property.

The closing of title will take place within 60 days of the entering
of the Order.

                     About Barbara Magnusson

Barbara Magnusson sought Chapter 11 protection (Bankr. D.N.J. Case
No. 13-31122) on Sept. 27, 2013.  The Debtor tapped Bunce Atkinson,
Esq., at Atkinson & DeBartolo, as counsel.  

On Feb. 5, 2015, Barry Frost, Esq., was appointed the Trustee for
the Debtor.  McDonnell Crowley, LLC, is the Trustee's counsel, with
the engagement led by Brian T. Crowley.  Ruggeri Realty, LLC, is
the Trustee's real estate broker.


BAY CIRCLE: NRCT's Sale of Gwinnett Property for $2M Approved
-------------------------------------------------------------
Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized NRCT, LLC, an affiliate of
Bay Circle Properties, LLC et al., to sell the real property
consisting of approximately 10 acres of vacant land at the
northwest corner of Tench Road and Peachtree Industrial Boulevard,
Gwinnett County, Georgia, and improvements located thereon, to The
Providence Group of Georgia, LLC, for $2,000,000.

A hearing on the Motion was held on Nov. 30, 2017.

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

NRCT is authorized to pay from closing customary closing costs,
including real estate transfer taxes, pro-rated real estate taxes
for the year of closing to the closing date, attorney's fees for
the closing, and brokerage commissions.  The proceeds remaining
after deduction of closing costs will be held by NRCT's bankruptcy
counsel in its escrow account until further order of the Court

Following closing, NRCT will file with the Court a Notice of Sale
reporting that such closing has occurred.

The Order is final upon entry.

                  About Bay Circle Properties

Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf
Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16
different real properties including significant undeveloped
acreage.  The properties also include office/warehouse buildings,
retail shopping centers and free standing single tenant buildings.

Bay Circle Properties, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May
4, 2015.  The Chapter 11 cases are jointly administered.  Chuck
Thakkar, manager, signed the petitions.  The Debtors estimated $1
million to $10 million in both assets and liabilities.

The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord,
Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint,
LLP, as bankruptcy attorneys.  The Debtors engaged RG Real Estate,
Inc. as real estate broker.

No trustee has been appointed and the Debtors are operating their
businesses as debtors-in-possession.


BILL BARRETT: Inks Merger Agreement with Fifth Creek Energy
-----------------------------------------------------------
Bill Barrett Corporation has agreed to a strategic business
combination with Fifth Creek Energy Company, LLC, a portfolio
company of NGP, in a transaction valued at approximately $649
million.  The transaction creates a premier exploitation and
production company exclusively focused on oil-weighted rural areas
in the Denver-Julesburg Basin.  The combined company will possess
significant size, scale, and balance sheet flexibility allowing it
to economically develop a combined acreage position of
approximately 151,100 net acres and an inventory of 2,865
highly-economic future drilling locations, nearly all of which are
suitable for extended reach lateral development.  The transaction
is expected to close late in the first quarter or early in the
second quarter of 2018, and is subject to customary conditions,
including approval of the Company's stockholders.

Acquisition Highlights

   * Creates premier DJ Basin focused company with a highly
     contiguous and complementary acreage position that is
     conducive to XRL development

   * Pro forma proved reserves of 168 million barrels of oil
     equivalent (MMBoe) (69% oil) as of Dec. 31, 2016 and pro
     forma third quarter of 2017 production of approximately 24
     MBoe/d (64% oil)

   * Acquisition adds approximately 81,000 net acres and
     approximately 2,900 Boe/d (72% oil) of production located in
     the Hereford Field area of rural northern Weld County,
     Colorado

   * Hereford Field drilling results are among the highest rate
     oil wells drilled in the DJ Basin with seven wells averaging
     1,052 Boe/d (84% oil) (two-stream basis) during their initial

     thirty days of production

   * Combined company will have substantial scale with
     approximately 151,100 net acres and a deep inventory of 2,865
     undeveloped drilling locations (~95% XRL) that are
     prospective for multiple Niobrara horizons and the Codell
     formation, and provide strong weighted average economic
     returns of 65% at strip pricing
    
   * Maintain operational control as 100% of net acreage at the
     Hereford Field is operated, largely held by production with
     minimal near-term lease expirations, and established well
     control consisting of 62 standard reach lateral ("SRL")
     delineation wells and seven XRLs

   * Established infrastructure on both assets with low operating
     costs and current oil differentials to WTI of less than $2.50

     per barrel

   * Initial 2018 plans are to operate three drilling rigs on the
     combined acreage with anticipated 2018 production of 11-12
     MMBoe (~65% oil) and capital expenditures of $500-$600
     million

   * Solid pro forma financial position highlighted by improving
     leverage metrics, no near-term debt maturities and ample   
     liquidity to fund development

Chief Executive Officer and President Scot Woodall commented, "We
are extremely pleased to announce a strategic combination with
Fifth Creek.  We have been seeking opportunities to expand our core
DJ Basin asset base with the right acquisition to ensure the best
value creation opportunity for our stockholders.  This presents us
with a unique opportunity to add a large, undeveloped acreage
position at an attractive cost with the potential for decades of
high-return drilling locations located in a rural area that is
highly complementary to our legacy position.  The transaction
creates a compelling long-term growth platform that will allow us
to deliver strong company-wide margins as we maximize capital
efficiency and concentrate on the highest return project areas.  We
expect to immediately begin employing our operational expertise on
the acquired acreage as we implement enhanced completion and
flowback techniques.  The acquisition is credit enhancing as it
significantly strengthens our balance sheet, and increases our
ability to deliver higher future cash flow and EBITDAX generation.
Fifth Creek has built a premier acreage position and with the
support of our new partners, we look forward to developing this
asset and building value for all stockholders."

Michael R. Starzer, chief executive officer and Chairman of Fifth
Creek, stated, "We are excited by the opportunity to partner with
Scot and his team to create a premier company that is focused on
oil-weighted rural areas of the DJ Basin.  We believe the combined
company's world class development inventory and exceptional
operating talent will result in an excellent outcome for
stockholders.  At Hereford, Fifth Creek has been on the leading
edge of applying modern completion technology to its wells and is
proud to have achieved basin-leading results.  We are pleased with
the opportunity to partner with a company that has successfully
managed its business through the downturn, consistently achieving
its operating targets and outperforming expectations.  I am
confident that Scot and his team will do a terrific job of creating
value for stockholders."

Scott A. Gieselman, NGP partner, commented, "The combination of
Bill Barrett Corporation and Fifth Creek Energy creates a premier
oil focused and rural DJ Basin company with unparalleled growth
potential at strong returns.  We are proud of our new partnership
with the Bill Barrett team given their excellent track record and
look forward to participating in the growth of the combined
entity."

Transaction Details

Under the terms of the transaction, Bill Barrett and Fifth Creek
will each become subsidiaries of a newly formed holding company
("New BBG"), which will become the publicly listed and traded
holding company for the combined Bill Barrett and Fifth Creek.  In
the transaction, Bill Barrett's stockholders will exchange their
Bill Barrett common stock for New BBG common stock on a 1-for-1
basis, and Fifth Creek's current sole owner will receive 100
million shares of the New BBG's common stock.  Based on the
Company's closing stock price as of Dec. 4, 2017, the consideration
being delivered to Fifth Creek's owner implies a total transaction
value of approximately $649 million on an enterprise value basis,
which includes the shares plus the assumption of up to $54 million
of debt.

Concurrent with the transaction, the Company also announced that it
has agreed to a privately negotiated exchange with a holder of the
Company's 7.0% Senior Notes due 2022, in which the holder has
agreed to exchange $50 million aggregate principal amount of the
Notes for newly issued shares of the Company's common stock plus
the cash payment of accrued and unpaid interest.  The number of
shares exchanged will be calculated based on the volume-weighted
average price of trading on Dec. 6, 2017 and the value of the bonds
will be at 102% of par.

Holders of the Senior Notes that hold a majority of the outstanding
aggregate principal amount of each series of Senior Notes have
agreed to deliver consents pursuant to which the proposed
transaction with Fifth Creek will not be considered a change of
control for purposes of the Company's Senior Notes.  

The Board of Directors of both companies have unanimously approved
the terms of the agreement.  The completion of the transaction is
subject to approval of the Bill Barrett stockholders, any
regulatory approvals and customary conditions.  The transaction is
expected to close late in the first quarter or early in the second
quarter of 2018.

Pro Forma Position

The combined company will create a leading DJ Basin pure play
company with an exclusively rural acreage position and significant
weighting to oil and natural gas liquids.  The combined company
will possess two core and highly contiguous acreage positions with
approximately 151,100 net acres located in the Hereford Field and
Northeast ("NE") Wattenberg areas and a deep inventory of
approximately 2,865 gross undeveloped locations (~95% XRL) that are
prospective for multiple Niobrara benches and the Codell formation
and confirmed with extensive seismic and petrophysical analysis and
modelling.  Assuming current strip pricing, these locations are
expected to provide an attractive weighted average rate of return
of approximately 65%.  Average daily production for the combined
assets was approximately 24 MBoe/d (81% liquids, 64% oil) in the
third quarter of 2017 with combined proved reserves of 168 MMBoe
(69% oil) as of December 31, 2016.

The combined company will greatly benefit from increased economies
of scale and a low operating cost structure.  The largely
undeveloped nature of Fifth Creek's acreage position allows for the
application of modern completion designs to enhance well returns.
The Hereford Field has established well control as a result of 62
SRL delineation wells, including the historic "Jake well" that is
credited with starting the horizontal Niobrara drilling boom in the
DJ Basin.  During 2017, seven wells were completed in the Hereford
Field with modern completion designs and had an average initial
thirty-day production rate of 1,052 Boe/d (84% oil), which are
among the highest rate oil wells ever drilled in the DJ Basin.  It
is also anticipated that three drilling rigs will operate on the
combined acreage position in 2018.  The combined acreage has
existing infrastructure in place to support planned development and
benefits from having no firm oil marketing or pipeline commitments,
resulting in current oil price differentials to West Texas
Intermediate pricing of less than $2.50 per barrel.  Approximately
150 gross wells will spud in 2018 with anticipated 2018 production
of 11-12 MMBoe (~65% oil) and $500-$600 million of associated
capital expenditures. This preliminary plan assumes full-year 2018
outlooks for each company and formal 2018 guidance is anticipated
to be issued following the closing of the transaction.

The combined company will be well capitalized with a solid
financial position and balance sheet flexibility with no debt
maturities until 2022.  Balance sheet strength is highlighted by a
significant cash position, an undrawn credit facility, improving
leverage metrics, and strong liquidity to fund the planned
high-return development program.

Other Events

Fifth Creek is party to a gas gathering agreement pursuant to which
it has committed to sell specified quantities of natural gas at
fixed prices over a specified period.  Under the agreement, the
minimum monthly volumes to be sold are 34,170 Mcf in 2017 and
decrease over time to 23,226 Mcf in 2021, the final year of the
contract.  The Company estimates that the fair value of this
contract based on current natural gas prices is a liability of less
than $10 million.

According to a report prepared by Netherland, Sewell & Associates,
Inc., proved reserves associated with the Fifth Creek properties
were 113 MMboe as of Dec. 31, 2016, of which 3% were proved
developed.

As previously disclosed, on Nov. 20, 2017, the Company entered into
a purchase and sale agreement with unaffiliated third parties to
sell its remaining non-core assets located in the Uinta Basin for
cash proceeds of approximately $110 million, subject to customary
closing adjustments.  The transaction is expected to close on or
before Dec. 31, 2017, subject to customary closing conditions.
Total cash consideration at time of closing is estimated at $103.0
million.

Leadership and Corporate Governance

Scot Woodall will continue to serve as chief executive officer and
president of the combined company.  The Board of Directors of the
combined company will be comprised of eleven members, including the
six members of Bill Barrett's current Board of Directors and five
members that will be designated by Fifth Creek.  Jim W. Mogg will
continue to serve as Chairman of the Board.

Advisors

Tudor, Pickering, Holt & Co. acted as financial advisor to Bill
Barrett and Wachtell, Lipton, Rosen & Katz acted as legal advisor
to Bill Barrett.

Credit Suisse acted as financial advisor to Fifth Creek and Vinson
& Elkins LLP acted as legal advisor to Fifth Creek.

A full-text copy of the Agreement and Plan of Merger is available
for free at https://is.gd/nlbtue   

                   About Fifth Creek Energy

Fifth Creek Energy Company, LLC is an independent oil and natural
gas company based in Denver, Colorado and engaged in the
acquisition, development and production of onshore oil and
associated liquids-rich natural gas in North America.

                          About NGP

Founded in 1988, NGP is a private equity firm in the natural
resources industry with approximately $17 billion of cumulative
equity commitments organized to make strategic investments in the
energy and natural resources sectors.  For more information visit
www.ngpenergycapital.com

                      About Bill Barrett

Bill Barrett Corporation (NYSE: BBG), headquartered in Denver,
Colorado, develops oil and natural gas in the Rocky Mountain region
of the United States.  Additional information about the Company may
be found on its website www.billbarrettcorp.com.

Bill Barrett reported a net loss of $170.4 million on $178.8
million of total operating revenues for the year ended Dec. 31,
2016, compared to a net loss of $487.8 million on $207.9 million of
total operating revenues for the year ended Dec. 31, 2015.  As of
Sept. 30, 2017, the Company had $1.33 billion in total assets,
$815.49 million in total liabilities and $515.01 million in total
stockholders' equity.

                           *    *    *

In April 2017, Moody's Investors Service upgraded Bill Barrett
Corporation's Corporate Family Rating (CFR) to 'Caa1' from 'Caa2'
and its existing senior unsecured notes' ratings to 'Caa2' from
'Caa3'.  "The upgrade of Bill Barrett's ratings is driven by the
reduction of default risk supported by the company's large cash
balance and improved debt maturity profile," said Prateek Reddy,
Moody's lead analyst.  "The company's credit metrics are likely to
soften in 2017 because of the roll off of higher priced hedges, but
the metrics should strengthen along with production growth in
2018."


BILL BARRETT: S&P Puts 'B-' CCR on CreditWatch Positive
-------------------------------------------------------
S&P Global Ratings placed its ratings, including its 'B-' corporate
credit rating, on the exploration and production company Bill
Barrett Corp. on CreditWatch with positive implications.

S&P said, "We also placed our 'CCC+' issue-level rating on the
company's senior unsecured debt on CreditWatch with positive
implications. The recovery rating on the senior unsecured debt
remains '5', indicating our expectation of modest recovery (10% to
30%; rounded estimate: 25%) in the event of a default.

"The CreditWatch placement reflects the likelihood that we will
raise our ratings on Bill Barrett following the successful
completion of several recently announced transactions: an above-par
$50 million debt for equity exchange, around $100 million equity
offering to fund the 2018 drilling program, and the equity-financed
merger with Fifth Creek Energy Co. LLC.

"The CreditWatch placement reflects the likelihood of an upgrade if
Bill Barrett completes the transactions as proposed. We believe an
upgrade would be limited to one notch. We expect to resolve the
CreditWatch listing around the close the transaction, which we
expect to occur around the end of March 2018."


BLOOMIN' BRANDS: Moody's Assigns Ba2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Bloomin' Brands
Inc.'s new $1.0 billion senior secured revolver and $500 million
senior secured term loan. Moody's also assigned Bloomin' Brands a
Ba2 Corporate Family Rating (CFR), Ba3-PD Probability of Default
Rating (PDR) and SGL-2 Speculative Grade Liquidity Rating (SGL).
The outlook is stable.

Proceeds from the new $500 million term loan along with
approximately $700 million of the new $1.0 billion revolver was
used to repay all outstanding debt under the existing credit
facility of OSI Restaurant Partners, LLC ("OSI"). Bloomin' Brands
and OSI are co-borrowers under the new $1.5 billion bank credit
facility. In conjunction with the Bloomin' Brands rating assignment
Moody's will withdraw all ratings currently assigned to OSI.

Ratings assigned are:

Bloomin' Brands, Inc.

Corporate Family Rating rated Ba2

Probability of Default Rating rated Ba3-PD

$500 million senior secured term loan A due 2022 rated Ba1(LGD 2)

$1.0 billion senior secured revolver due 2022 rated Ba1(LGD 2)

SGL-2 Speculative Grade Liquidity rating

The outlook is stable.

Ratings withdrawn are;

OSI Restaurant Partners, LLC

Corporate Family Rating rated Ba2

Probability of Default Rating rated Ba3-PD

- $450 million ($382.5 million outstanding) senior secured term
   loan A due 2019, rated to Ba1 (LGD2)

- $125 million ($125 million outstanding) senior secured term
   loan A due 2019, rated Ba1 (LGD2)

- $825 million ($672.5 million outstanding) senior secured
   revolver due 2019, rated Ba1 (LGD2)

SGL-1 Speculative Grade Liquidity rating

Stable outlook

RATINGS RATIONALE

The Ba2 CFR reflects Bloomin' Brands reasonable leverage, high
level of brand awareness, large and diversified asset base, and
good liquidity. However, the ratings also incorporate the company's
below average operating margins, challenges with certain domestic
concepts as well as competitive pressures that will continue to
pressure earnings.

The stable outlook reflects Moody's expectation that Bloomin'
Brands operating performance will improve through same store sales
improvement and systemwide unit expansion. The outlook also
incorporates Moody's view that Bloomin' Brands maintains good
liquidity and a balanced financial policy.

Factors that could result in an upgrade include a sustained
improvement in operating performance that results in a sustained
strengthening of debt protection metrics and liquidity with debt to
EBITDA falling towards 3.25 times, EBITA coverage of interest
expense exceeding 3.5 times and retained cash flow to debt of about
25%. A higher rating would also require very good liquidity.

Factors that could lead to a downgrade include a protracted
deterioration in operating performance resulting in a sustained
deterioration in credit metrics or liquidity. Specifically a
downgrade could occur if debt to EBITDA migrated towards 4.5 times
or EBITA to interest fell towards 2.5 times. A material
deterioration in liquidity for any reason or the adoption of a more
aggressive financial policy could result in a downgrade.

The SGL-2 Speculative Grade Liquidity rating indicates good
liquidity. For the twelve month period ending September 24, 2017,
Bloomin' Brands generated about $340 million of cash from
operations which was more than enough to cover capital expenditures
of around $260 million and $31 million of dividends. However, given
the expectation that capital expenditures will trend slightly
higher to support remodels and new unit additions, Moody's believe
annual free cash flow generation will be breakeven but also look
for the company to maintain balance sheet cash of approximately
$100 million. Bloomin' Brands also has a $1.0 billion senior
secured revolving credit facility, that expires in 2022 which is
expected to be majority drawn but still provide an adequate source
of external liquidity based on expected covenant levels and
availability. The SGL-2 incorporates Moody's view that the company
will maintain an adequate cushion with regards to its only
financial maintenance covenant under the bank facility -- maximum
debt to adjusted EBITDA of not greater than 4.5.

The Ba1 rating on the secured bank facilities reflects the use of a
65% Family Recovery Rating versus 50% due in part to the presence
of financial maintenance covenants as well as the senior position
the facilities represent within the company's liability structure
and the significant amount of liabilities - predominantly lease
rejection claims -- that are subordinated to these facilities.

The principal methodology used in these ratings was Restaurant
Industry published in September 2015.

Bloomin' Brands owns and operates a diversified base of casual
dining concepts which include Outback Steakhouse, Carrabba's
Italian Grill, Bonefish Grill, and Fleming's Prime Steakhouse and
Wine Bar. Revenues for the twelve month period ending September 24,
2017 are approximately $4.1 billion.


BUCHANAN TRAIL: Taps Robinson Brog as Legal Counsel
---------------------------------------------------
Buchanan Trail Realty Holdings LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Robinson Brog Leinwand Greene Genovese & Gluck, P.C. as its legal
counsel.

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

The firm's hourly rates range from $400 to $675 for shareholders,
$250 to $465 for associates, and $175 to $300 for paralegals.

Robinson Brog received from GLD Principal Strategies, LTD, on
behalf of the Debtor, a retainer in the amount of $11,717,
inclusive of the filing fee.

A. Mitchell Greene, Esq., 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:

     Arnold Mitchell Greene, Esq.
     Robinson Brog Leinwand Greene Genovese & Gluck, P.C.
     875 Third Avenue, 9th Floor
     New York, NY 10022
     Tel: (212) 603-6300
     Fax: (212) 956-2164
     Email: amg@robinsonbrog.com

             About Buchanan Trail Realty Holdings LLC

Buchanan Trail Realty Holdings LLC owns a 60-acre property
containing three manufacturing facilities located at 6100 Buchanan
Trail West, Mercersburgh, Pennsylvania.  Buchanan listed its
business as a "single asset real estate."

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 17-23619) on October 20, 2017.
Daniel Gordon, manager, signed the petition.

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

Judge Robert D. Drain presides over the case.


CADILLAC NURSING: PCO Files 1st Post-Confirmation Report
--------------------------------------------------------
Deborah L. Fish, the Patient Care Ombudsman for Debtor Cadillac
Nursing Home, Inc., submits a first post-confirmation report on the
status of the quality of patient care in the re-opened Chapter 11
case of the Debtor for the period Oct. 19, 2017 to Nov. 17, 2017.

The Debtor's facility continues to offer the same services for
residents and continues to be financially managed by Mission Point
Management Services, LLC. All day-to-day operations of the facility
are still managed and handled by Brad Mali and the Debtor’s
administrative staff.

Since the PCO's last report, the Debtor has maintained all of its
services and is delivering similar quality care to essentially the
same patient population.

During the site visits, the PCO walked through the facility and the
hallways. The PCO checked the dining/ activities room, laundry,
bathrooms and residents' rooms. All of these locations were clean
or in the process of being cleaned. There were no strong foul
odors.

The administration and the nursing staff have confirmed that the
Debtor has all of the necessary medical supplies for the
residents.

The PCO concludes that the Debtor has continued the same quality of
care post-confirmation as it did pre-petition. Monitoring will
continue.

A full-text copy of the PCO's First Post-Confirmation Report is
available at:

     http://bankrupt.com/misc/mieb16-41554-335.pdf

                  About Cadillac Nursing Home

Cadillac Nursing Home, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Mich. Case No. 16-41554) on Feb. 8, 2016. The petition
was signed by Bradley Mali, as president.

The cases are pending before the Honorable Thomas J. Tucker. The
Debtor listed estimated assets and liabilities $1 million to $10
million.

The Debtor is represented by Michael E. Baum, Esq., and Kim K.
Hillary, Esq., of Schafer & Weiner PLLC in Bloomfield Hills, Mich.

The U.S. trustee for Region 9 appointed two creditors of Cadillac
Nursing Home, Inc., to serve on the official committee of unsecured
creditors.

The Debtor, doing business as St. Francis Nursing Center, is a
privately owned and licensed long term skilled nursing facility
located at 1533 Cadillac Boulevard., Detroit, Mich. It consists of
81 licensed beds, located within the Debtor-owned facility. It
employs nearly 84 full and part-time employees.

The Debtor filed a petition under Chapter 11 of the Bankruptcy Code
on February 8, 2016.  The Debtor's plan of reorganization was
confirmed on October 13, 2016, and a final decree was entered and
the case was closed on May 9, 2017.  The case was re-opened by
order of the court on October 17, 2017.

Deborah L. Fish was named patient care ombudsman.


CALPINE CORP: Moody's Rates $560MM Sr. Secured Bonds 'Ba2'
----------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $560 million
senior secured bond to be issued at Calpine Corporation and the $1
billion of senior secured bank loan to be issued at its Calpine
Construction Finance Company, L.P. (CCFC) subsidiary. These debts
are being issued to refinance the $1.6 billon secured term loan at
CCFC. At the same time, Moody's have affirmed Calpine's outstanding
ratings, including its corporate family rating of Ba3. The outlook
remains negative.

Moody's has affirmed Calpine's ratings because the proposed
financing transactions will not have an effect on Calpine's total
debt burden. It will only involve moving $550 million of secured
debt at Calpine's CCFC subsidiary to the parent holding company.
The remaining debt at CCFC will be refinanced into a $1 billion
term loan due 2024. Moody's do not rate CCFC on a standalone basis
because CCFC is fully integrated with the rest of Calpine and is
heavily reliant on Calpine Corp. for revenue.

Assignments:

Issuer: Calpine Construction Finance Company, L.P.

-- Senior Secured Bank Credit Facility, Assigned Ba2(LGD3)

Issuer: Calpine Corporation

-- Senior Secured Regular Bond/Debenture, Assigned Ba2(LGD3)

Outlook Actions:

Issuer: Calpine Construction Finance Company, L.P.

-- Outlook, Remains Negative

Issuer: Calpine Corporation

-- Outlook, Remains Negative

Affirmations:

Issuer: Calpine Construction Finance Company, L.P.

-- Senior Secured Bank Credit Facility, Affirmed Ba2(LGD3)

Issuer: Calpine Corporation

-- Probability of Default Rating, Affirmed Ba3-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-1

-- Corporate Family Rating, Affirmed Ba3

-- Senior Secured Bank Credit Facilities, Affirmed Ba2(LGD3)

-- Senior Secured Regular Bond/Debenture, Affirmed Ba2(LGD3)

-- Senior Unsecured Regular Bond/Debenture, Affirmed B2(LGD5)

RATINGS RATIONALE

Calpine's existing rating fundamentally reflects the inherent
volatility of the merchant power sector and the company's
considerable debt leverage. These challenges are partly offset by
the company's $2.7 billion debt reduction plan and the cash flow
resiliency resulting from its large scale and geographic diversity,
which includes significant exposure to markets in the Northeast,
Texas and California.

Moody's revised Calpine's outlook to negative on August 18, 2017
following the company's announcement that Energy Capital Partners
(ECP, unrated) will acquire Calpine for $5.6 billion in cash.
Despite the lack of acquisition debt associated with this
transaction, Moody's believe that ECP will look to extract value
from Calpine's portfolio of assets, primarily through asset
divestitures. This approach will increase business risk, because
Calpine will have smaller scale and diversity and likely less
benefits from its strategy to match retail load with generation
than what Moody's had previously incorporated into Moody's credit
analysis.

Liquidity

Calpine's speculative grade liquidity rating is SGL-1. The company
continues to possess a very good liquidity profile, with $426
million of unrestricted cash on hand as of September 30, 2017,
about $1.3 billion of unused capacity on its corporate revolving
credit facility and expectations of significant free cash flow
generation.

Calpine's next debt maturity is a $389 million term loan due in
December 2019. Calpine plans to pay off debts at maturity.

The company generated about $736 million of adjusted free cash flow
before growth capital expenditures for the year 2016 and is
forecast to generate $710 to $860 million of adjusted free cash
flow in 2017.

Rating Outlook

The negative outlook primarily reflects Moody's view that Calpine
will have higher business risk should ECP proceed with the
anticipated strategy of breaking up the company and selling it off
in pieces. The outlook also reflects Moody's expectation that
Calpine will produce a ratio of CFO pre-working capital to debt in
the 10% range in 2017 and 2018.

Factors that Could Lead to an Upgrade

Moody's could change the outlook back to stable, possibly within
twelve to eighteen months after the closing of the transaction, if
Moody's observe that Calpine is willing to reduce its financial
leverage sufficiently to offset the additional business risk
associated with its new strategy, and maintain a ratio of CFO
pre-working capital to debt in the low-teen's range.

Factors that Could Lead to a Downgrade

A downgrade is likely should the company fail to carry out its plan
to reduce debt by $2.7 billion. A downgrade can also occur should
the company materially change its financial policies, or fail to
reduce enough debt to offset the loss of any cash flows or
diversity benefits associated with an asset sale.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.


CALVARY COMMUNITY: Files Chapter 11 Reorganization Plan
-------------------------------------------------------
Calvary Community Assembly of God, Inc., filed with the U.S.
Bankruptcy Court for the District of Nevada a chapter 11 plan,
which proposes to restructure the company's financial affairs.

Class 4, general unsecured claims, is subdivided into two
subclasses. Class 4A contains all general unsecured claims other
than any small claims in Class 4B that, for convenience, are to be
paid in full on the Effective Date. Claims in class 4A will be paid
the following percentage of their allowed amounts:

   * Estimated percentage, but the actual percentage could be
higher or lower depending on the total funds available and the
total allowed claims.  For example, if administrative, secured, or
priority claims are larger than expected then the percentage paid
to general unsecured claims will be lower.  The stated estimate is
calculated as follows: (1) the total estimated funds available for
class 4A under this Plan divided by (2) the sum of all estimate
allowed claims in class 4A; or

   * The percentage is fixed. This Plan is a commitment to pay this
percentage regardless of future revenues, expenses, or the total
allowed claims. If Debtor is unable to pay this percentage then
that will be a default under this Plan.

All transfers of property under this Plan will be made in
accordance with any applicable provisions of nonbankruptcy law to
the extent required by section 1129(a)(16). The Disbursing Agent
will be the Debtor, who will serve without bond or compensation but
will be entitled to reimbursement of reasonable expenses by
applying to the court no more frequently than once every three
months.

A full-text copy of the Chapter 11 Reorganization Plan is available
at:

      http://bankrupt.com/misc/nvb17-13475-74.pdf

         About Calvary Community Assembly of God, Inc.

Calvary Community Assembly of God -- http://www.ccalv.org/-- is a
Pentecostal Church in Las Vegas Nevada.  This Assemblies of God
church serves Clark County NV - Pastor Bruce A Morris.  Calvary
Community Church is located on an 11-acre campus at 2900 N. Torrey
Pines Drive, just a few blocks off the I-95 freeway.  In September
2004, Pastor Bruce and Donita Morris began their time serving
Calvary.

Calvary Community Assembly of God, Inc., based in Las Vegas, NV,
filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13475) on
June 28, 2017. Angela J. Lizada, Esq., at Lizada Law Firm Ltd.,
serves as bankruptcy counsel.

In its petition, the Debtor estimated $11.04 million in assets and
$3.53 million in liabilities. The petition was signed by Bruce A.
Morris, its pastor.


CASCADE ACCEPTANCE: Trustee Taps Kornfield Nyberg as Legal Counsel
------------------------------------------------------------------
Timothy Hoffman, the Chapter 11 trustee for Cascade Acceptance
Corporation, seeks approval from the U.S. Bankruptcy Court for the
Northern District of California to hire Kornfield, Nyberg, Bendes,
Kuhner & Little, P.C. as his legal counsel.

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

The firm's hourly rates are:

     Eric Nyberg        Attorney         $425
     Charles Bendes     Attorney         $390
     Chris Kuhner       Attorney         $385
     Nancy Nyberg       Bookkeeping/      $80
                        Accounting

All members and associates of Kornfield do not represent any
interest adverse to the Debtor's estate, according to court
filings.

Kornfield can be reached through:

     Eric A. Nyberg, Esq.
     Chris D. Kuhner, Esq.
     Kornfield, Nyberg, Bendes, Kuhner & Little, P.C.
     1970 Broadway, Suite 225
     Oakland, CA 94612
     Tel: (510) 763-1000
     Fax: (510) 273-8669
     Email: e.nyberg@kornfieldlaw.com
     Email: c.kuhner@kornfieldlaw.com

                     About Cascade Acceptance

Mill Valley, California-based Cascade Acceptance Corporation filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No.
09-13960) on Nov. 23, 2009.  At the time of the filing, the Debtor
estimated $50 million to $100 million in assets and debts.  Douglas
B. Provencher, Esq., at the Law Offices of Provencher and Flatt,
assisted the Debtor in its restructuring effort.

On July 12, 2010, Judge Jaroslovsky converted the Chapter 11 case
to one under Chapter 7 of the Bankruptcy Code.  Timothy W. Hoffman
was appointed Chapter 7 trustee at the time of the conversion.

Post-conversion, a Chapter 7 creditors committee was appointed by
the Office of the U.S. Trustee.

On November 21, 2017, the case was converted back to a Chapter 11.
Timothy W. Hoffman was appointed Chapter 11 trustee.


CHRISTIAN CARE: Fitch Cuts 2016/2014 Revenue Bonds Rating to BB+
----------------------------------------------------------------
Fitch Ratings downgrades its rating on the following bonds issued
by Mesquite Health Facilities Development Corporation, TX on behalf
of Christian Care Centers (Christian Care) to 'BB+' from 'BBB-':

-- $25.3 million retirement facility revenue bonds, series 2016
    and,
-- $30.1 million retirement facility revenue bonds, series 2014.

The Rating Outlook remains Negative.

SECURITY

The bonds are secured by a gross revenue pledge, mortgage liens on
Christian Care's property, and debt service reserve funds.

KEY RATING DRIVERS

WEAKENED FINANCIAL PERFORMANCE: The downgrade to 'BB+' from 'BBB-'
reflects continued multi-year deterioration of operating
performance and debt service coverage below levels consistent with
Fitch's 'BBB' category median metrics. Reduced profitability is
largely the result of pressure from governmental payors at
Christian Care's skilled care centers.

TRANSFORMATION PROJECT: Christian Care's transformation project,
currently underway, includes addition of independent living units
(ILUs), assisted living units (ALUs) and memory care (MC) units at
the Allen campus, closure of the skilled nursing facility (SNF) at
the Fort Worth campus and reconfiguration of SNF operations at the
Mesquite campus to increase private rooms. The project positions
Christian Care to realize improved profitability based on the
increase in ILUs and reduced exposure to risks associated with
governmental payors; however, maintenance of the Negative Outlook
reflects Fitch's expectation for margin pressure to continue into
fiscal 2018.

TRANSITIONING UTILIZATION: Occupancy averaged a strong 91% for
ILUs, 92% for ALUs, and 90% for SNFs between fiscal 2012 and 2016.
A decline in fiscal 2017 occupancy results from the planned SNF
changes and the Allen campus fill up period, extended for MC units
due to competition from stand-alone ALU and MC facilities.
Christian Care expects that operations will stabilize during fiscal
2018 after which time occupancy rates should become more consistent
with historical trends.

ELEVATED DEBT PROFILE: Leverage is moderately high with adjusted
debt/capital at 77.8% as of Sept. 30 2017, unfavorable in relation
to Fitch's 62.4% 'BBB' category median.

MODEST LIQUDITY: Unrestricted cash and investments translating to
229 days of cash on hand (DCOH) in fiscal 2016 remain light in
relation to Fitch's 'BBB' category medians. Modest liquidity is
somewhat mitigated by Christian Care's ILU residency agreements - -
rental contract and fee-for-service arrangements - - which lack
exposure to long-term healthcare liability risks. However, further
softening of annual liquidity metrics could pressure the current
rating.

RATING SENSITIVITIES

WEAKENED OPERATING PERFORMANCE AND LIQUIDITY: An inability of
Christian Care Centers to improve operating performance or a
further loss of liquidity will likely result in a downgrade.
Improved margins and liquidity could result in positive rating
action.

OCCUPANCY AND UNIT/PAYOR MIX: Additional delays in filling memory
care units at the Allen campus or a timely completion of the
Mesquite skilled nursing reconfiguration could delay operating
stabilization and result in further rating pressure.


CLEVELAND-CLIFFS INC: S&P Affirms 'B' CCR on Debt Issuance
----------------------------------------------------------
U.S.-based iron-ore producer Cleveland-Cliffs Inc. is issuing $675
million in debt to prefund the expected investment in its Port of
Toledo hot briquette iron (HBI) plant. Construction is slated to
begin in 2018. Over the past year, Cliffs has benefitted from
elevated iron-ore prices and has reduced reported debt by over $550
million.

S&P Global Ratings, thus, affirmed its 'B' corporate credit rating
on Cleveland-Cliffs Inc. in connection with the company's announced
issuance of $675 million in new debt. S&P revised the outlook to
negative from stable.

S&P assigned its 'BB-' issue-level rating to the company's proposed
$400 million guaranteed senior secured notes due in 2024, with a
'1' recovery rating reflecting its expectation for very high
(90%-100%; rounded estimate: 95%) recovery in the event of a
payment default.

The ratings on Cliffs' guaranteed unsecured debt are unchanged at
'B' with a '3' recovery rating, indicating our expectation for
meaningful (50%-70%; rounded estimate: 55%) recovery in the event
of a default. The ratings on Cliffs' nonguaranteed unsecured debt
are also unchanged at 'CCC+' with a '6' recovery rating, indicating
our expectation for negligible (0%-10%; rounded estimate: 0%)
recovery in the event of a default.

S&P said, "Our affirmation of the 'B' corporate credit rating on
Cliffs as it issues $675 million in new debt is set against the
recent iron-ore price rally (up 35% through the first three
quarters of 2017) and debt reduction that contributed to adjusted
leverage falling to just above 3x for the year ended Sept. 30,
2017. While we expect leverage to climb with the new debt issuance,
we also consider other credit quality indicators such as interest
coverage and liquidity that remain commensurate with the rating.

"The negative outlook reflects our expectation that iron-ore prices
will fall closer to $55 per dmt, which along with the contemplated
debt issuance will weaken credit metrics over the next year.  We
would expect this to reverse in 2020 when the HBI operations begin
to contribute to EBITDA.

"We could lower the ratings if Cliffs' EBITDA interest coverage
fell below 1.5x, this could occur if iron-ore prices fell below $50
per dmt, particularly if volumes also dropped and costs eked
upwards.  Though unlikely over the next year, we could also lower
the rating if we viewed liquidity to be less than adequate.  This
could be spurred by cost overruns associated with the construction
of the HBI plant.

"We could revise the outlook to stable if we expect leverage to be
sustained below 8x. This could happen if we revised our iron-ore
prices to remain above $70 per metric ton, or if the company
prepaid some of its debt."


CORRECT CLAIM: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Correct Claim Public Adjusters, LLC
        PO Box 781733
        San Antonio, TX 78278

Business Description: Based in El Paso, Texas, Correct Claim
Public
                      Adjusters, LLC, is a licensed public
adjuster
                      that helps homeowners in determining the
                      value of their claim, reviewing their
                      existing insurance policy to establish
                      coverage, and documenting the claim for
                      submittal to their insurer.  The company's
                      experience includes both broad-based events
                      such as hurricanes, hailstorms, wildfires,
                      explosions, or tornados, and single-property
                      incidents including fires, theft, or
                      plumbing-related water damage.  CorrectClaim
                      is also based in the Rio Grande Valley of
                      Texas and in Denver, Colorado.  CorrectClaim
                      was founded by Sergio De La Canal.  For more
                      information, visit:
                      http://www.correctclaim.com

Chapter 11 Petition Date: December 6, 2017

Case No.: 17-16483

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. Laurel E. Davis

Debtor's Counsel: Robert Atkinson, Esq.
                  ATKINSON LAW ASSOCIATES LTD
                  8965 S. Eastern Ave Suite 260  
                  Las Vegas, NV 89123
                  Tel: (702) 614 0600
                  Fax: (702) 614 0647
                  Email: robert@nv-lawfirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sergio De La Canal, managing 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/azb17-16483.pdf


CTI BIOPHARMA: Files 2nd Amendment to $200M Securities Prospectus
-----------------------------------------------------------------
CTI Biopharma Corp. filed with the Securities and Exchange
Commission Amendment No.2 to Form S-3 registration statement
relating to the sale of a combination of common stock, preferred
stock, debt securities, warrants, rights and units in one or more
offerings, of up to an aggregate offering price of $200,000,000, in
amounts, at prices and on terms to be determined at the time of
each offering.  Each time the Company offers securities, it will
provide specific terms of the securities and the offering in one or
more supplements to the prospectus.  

The Company's common stock is quoted on The NASDAQ Capital Market
and on the Mercato Telematico Azionario, or the MTA, stock market
in Italy under the symbol "CTIC."  On Dec. 4, 2017, the last
reported sale price of the Company's common stock on The NASDAQ
Capital Market was $2.73 per share.  The Company does not expect
its preferred stock, debt securities, warrants, rights or units to
be listed on any securities exchange or over-the-counter market
unless otherwise described in the applicable prospectus
supplement.

A full-text copy of the Form S-3/A is available for free at:

                      https://is.gd/76wR3Y

                      About CTI BioPharma

Based in Seattle, WA, CTI BioPharma Corp. (NASDAQ and MTA: CTIC) is
a biopharmaceutical company focused on the acquisition, development
and commercialization of novel targeted therapies covering a
spectrum of blood-related cancers that offer a unique benefit to
patients and healthcare providers.  The Company has a late-stage
development pipeline, including pacritinib for the treatment of
patients with myelofibrosis. CTI BioPharma is headquartered in
Seattle, Washington.  For additional information and to sign up for
email alerts and get RSS feeds, please visit www.ctibiopharma.com.
              
CTI Biopharma reported a net loss attributable to common
shareholders of $52 million for the year ended Dec. 31, 2016, a net
loss attributable to common shareholders of $122.6 million for the
year ended Dec. 31, 2015, and a net loss attributable to common
shareholders of $95.99 million.  The Company had $65.53 million in
total assets, $37.12 million in total liabilities and $28.41
million in total shareholders' equity as of Sept. 30, 2017.

The Company's available cash and cash equivalents were $52.8
million as of Sept. 30, 2017.  CTI believes that its present
financial resources, together with payments projected to be
received under certain contractual agreements and its ability to
control costs, will only be sufficient to fund its operations into
the third quarter of 2018.  This raises substantial doubt about the
Company's ability to continue as a going concern.


CTI BIOPHARMA: Will Sublease Company Office Space to Cascadian
--------------------------------------------------------------
CTI BioPharma Corp. entered into a sublease agreement with
Cascadian Therapeutics, Inc. on Dec. 4, 2017, pursuant to which the
Company will sublease to Cascadian approximately 44,050 rentable
square feet of office space located at the Company's headquarters
at 3101 Western Avenue, Seattle, Washington.

The Company currently leases approximately 66,045 square feet of
office space pursuant to an Office Lease dated as of Jan. 27, 2012
(as amended by that certain letter amendment, dated as of June 7,
2012), by and between the Company and Selig Holdings Company L.L.C.
The term of the Sublease will commence on Jan. 1, 2018 or such
earlier date on which Cascadian's business operations substantially
commence on the Sublease Premises and will expire on April 30,
2022.

The rights and obligations of Cascadian under the Sublease will be
subject to the terms of the Master Lease.  No rent will be due
during the first five calendar months of the Term so long as
Cascadian performs all of its obligations under the Sublease.  The
monthly fixed rent payable by Cascadian under the Sublease will be
$110,125 per month for the first twelve full months of the Term of
the Sublease, with rent increasing on each anniversary of the
Commencement Date by an amount equal to $1.00 per rentable square
foot per annum for each year thereafter for the duration of the
Sublease.  The Sublease provides that after the first 12 months of
the Term, Cascadian must pay the Company for Cascadian's share of
increases in certain operating and property tax expenses in
addition to the base rent.  Cascadian's common stock is
approximately 12.2% beneficially owned by BVF, Inc. and its
affiliates.  BVF Partners L.P., an affiliate of BVF, Inc., and
certain of its affiliates are beneficial owners of approximately
20.00% of the Company's Common Stock, and Matthew Perry, president
of BVF Partners L.P., serves on the Board of the Company.

                      About CTI BioPharma

Based in Seattle, WA, CTI BioPharma Corp. (NASDAQ and MTA: CTIC) is
a biopharmaceutical company focused on the acquisition, development
and commercialization of novel targeted therapies covering a
spectrum of blood-related cancers that offer a unique benefit to
patients and healthcare providers.  The Company has a late-stage
development pipeline, including pacritinib for the treatment of
patients with myelofibrosis. CTI BioPharma is headquartered in
Seattle, Washington.  For additional information and to sign up for
email alerts and get RSS feeds, please visit www.ctibiopharma.com.
              
CTI Biopharma reported a net loss attributable to common
shareholders of $52 million for the year ended Dec. 31, 2016, a net
loss attributable to common shareholders of $122.6 million for the
year ended Dec. 31, 2015, and a net loss attributable to common
shareholders of $95.99 million.  The Company had $65.53 million in
total assets, $37.12 million in total liabilities and $28.41
million in total shareholders' equity as of Sept. 30, 2017.

The Company's available cash and cash equivalents were $52.8
million as of Sept. 30, 2017.  CTI believes that its present
financial resources, together with payments projected to be
received under certain contractual agreements and its ability to
control costs, will only be sufficient to fund its operations into
the third quarter of 2018.  This raises substantial doubt about the
Company's ability to continue as a going concern.


DELCATH SYSTEMS: Has 32.35 Million Outstanding Common Shares
------------------------------------------------------------
Delcath Systems, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that as of Dec. 5, 2017, it had
32,355,137 shares of its common stock, $0.01 par value per share,
issued and outstanding.

                    About Delcath Systems

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

As of Sept. 30, 2017, Delcath Systems had $14.48 million in total
assets, $16.33 million in total liabilities and a total
stockholders' deficit of $1.85 million.

The Company has incurred losses since inception and has an
accumulated deficit of $305.6 million at Sept. 30, 2017.  During
the nine months ended Sept. 30, 2017 used $11.7 million of cash for
its operating activities.

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


DENVER SELECT: Taps EasonLaw as Litigation Counsel
--------------------------------------------------
Denver Select Property, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to hire EasonLaw,
LLC, as litigation counsel.

The firm will represent the Debtor in litigation arising from or
related to its Chapter 11 case.  This representation includes the
investigation or prosecution of potential claims held by the
Debtor.

David Eason, Esq., the attorney who will be providing the services,
will charge $300 per hour.  The hourly rates for paralegal services
range from $90 to $110.

The firm received a retainer in the sum of $8,500.

Mr. Eason 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:

     David R. Eason, Esq.
     1129 Cherokee St.
     Denver, CO 80204
     Phone: (303) 381-3400

          About Denver Select Property LLC

Denver Select Property, LLC, is a small business debtor as defined
in 11 U.S.C. Section 101(51D).  The Debtor owns in simple interest
a real property located at 3424-3440 Alvarado Road, Lawson,
Colorado, valued at $1.07 million; and a real property located at
291 County Road 308 Dumont, Colorado, valued at $410,000.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-18217) on September 1, 2017.
Greg Books, manager, signed the petition.

At the time of the filing, the Debtor disclosed $1.57 million in
assets and $2.68 million in liabilities.

Judge Michael E. Romero presides over the case.  Weinman &
Associates, P.C. is the Debtor's bankruptcy counsel.


DOLPHIN ENTERTAINMENT: Amends $6 Million Units Prospectus
---------------------------------------------------------
Dolphin Entertainment, Inc. has filed with the Securities and
Exchange Commission an amended registration statement in connection
with the offering of $6,000,000 units with each unit consisting of
one share of the Company's common stock, $0.015 par value per share
and one warrant to purchase an undetermined share of its common
stock per unit.  The units will not be issued or certificated.
Purchasers will receive only shares of common stock and warrants.
The common stock and warrants are immediately separable and will be
issued separately.  The offering also includes the shares issuable
from time to time upon exercise of the warrants.

Dolphin Entertainment's shares of common stock are currently quoted
on the OTC Pink Marketplace, operated by OTC Markets Group.  The
symbol for its common stock is "DPDM".  There is currently no
public market for its warrants.  the Company has applied to have
its common stock and warrants offered listed on The NASDAQ Global
Market under the symbols "DLPN" and "DLPNW," respectively.  On Dec.
1, 2017, the last reported sale price of the Company's common stock
on the OTC Pink Marketplace was $6.00 per share.

A full-text copy of the Amendment No. 2 to Form S-1 registration
statement is available for free at https://is.gd/S90mJ1

                  About Dolphin Entertainment

Based in Coral Gables, Florida, Dolphin Entertainment, Inc.,
formerly Dolphin Digital Media, Inc., is an independent
entertainment marketing and premium content development company.
Through its recent acquisition of 42 West, LLC, the Company
provides expert strategic marketing and publicity services to all
of the major film studios, and many of the leading independent and
digital content providers, as well as for hundreds of A-list
celebrity talent, including actors, directors, producers, recording
artists, athletes and authors.  The strategic acquisition of 42West
brings together premium marketing services with premium content
production, creating significant opportunities to serve respective
constituents more strategically and to grow and diversify the
Company's business.  Dolphin's content production business is a
long established, leading independent producer, committed to
distributing premium, best-in-class film and digital entertainment.
Dolphin produces original feature films and digital programming
primarily aimed at family and young adult markets.  Dolphin also
currently operates online kids clubs; however it intends to
discontinue the online kids clubs at the end of 2017 to dedicate
its time and resources to the entertainment publicity business and
the production of feature films and digital content.

Dolphin Digital reported a net loss of $37.19 million for the year
ended Dec. 31, 2016, following a net loss of $8.83 million for the
year ended Dec. 31, 2015.  As of Sept. 30, 2017, Dolphin
Entertainment had $33.76 million in total assets, $31.02 million in
total liabilities and $2.73 million in total stockholders' equity.

BDO USA, LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The Company, according to BDO USA, has suffered recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.


EAVES INC: Hires W. Thomas Bible Law Firm as Counsel
----------------------------------------------------
Eaves, Inc., seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Tennessee, Southern Division, to employ W.
Thomas Bible, Jr., Timothy Millirons and the Law Office of W.
Thomas Bible, Jr., to represent it as counsel.

Services required of the Counsel are:

     a. advise the applicant as to his rights, duties and powers as
debtor-in-possession;

     b. investigate and if necessary, institute legal action on
behalf of the Debtor to collect and recover assets of the estate of
the Debtor;

     c. prepare and file the statements, schedules, plans, and
other documents and pleadings necessary to be filed by the
applicants in this case;

     d. assist and counsel the Debtor in the preparation,
presentation and confirmation of the disclosure statement and plan
of reorganization;

     e. represent the applicant at all hearings, meetings of
creditors, conferences, trials, and other proceedings in this case;
and

     f. perform such other legal services as may be necessary in
connection with this case.  

W. Thomas Bible, Jr. and Timothy Millirons will be paid $250/hour
for their services. Paralegal time will be billed at $105/hour.

W. Thomas Bible, Jr. attests that the Firm and its members are
disinterested persons, as that term is defined in 11 U.S.C.
101(14), and do not hold or represent an interest adverse to the
estate.

The Counsel can be reached through:

     W. Thomas Bible, Jr., Esq.
     LAW OFFICE OF W. THOMAS BIBLE, JR.
     6918 Shallowform Road, Suite 100
     Chattanooga, TN 37421
     Phone: (423) 424-3116
     Fax: (423) 553-0639
     Email: wtbibleecf@gmail.com

            About Eaves, Inc.

Based in Chattanooga, Tennessee, Eaves, Inc. filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 16-15132) on November 8, 2017,
listing under $1 million both in assets and liabilities. W. Thomas
Bible, Jr. and Timothy Millirons at the Law Office of W. Thomas
Bible, Jr. represents the Debtor as counsel.


FERRARA CANDY: S&P Affirms Then Withdraws B- CCR on Ferrero Deal
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Chicago-based Ferrara Candy Co., with a stable outlook. S&P said,
"Subsequently, we withdrew all ratings on Ferrara, including the
corporate credit rating, the 'B-' issue-level and '3' recovery
ratings on the company's $535 million first lien term loan due
2023, and the 'CCC' issue-level and '6' recovery ratings on the
company's $140 million second lien term loan due 2023. This follows
Ferrero Group's acquisition of the company and repayment of its
debt."


FIRST MIDWEST: Fitch Plans to Withdraw 'BB+' Sub. Debt Rating
-------------------------------------------------------------
Fitch Ratings plans to withdraw the ratings on First Midwest
Bancorp, Inc. on or about Jan. 5, 2018 for commercial reasons.

Fitch currently rates First Midwest Bancorp, Inc. as follows:

First Midwest Bancorp, Inc.
-- Long-Term IDR at 'BBB-';
-- Short-Term IDR at 'F3';
-- Viability Rating at 'bbb-';
-- Subordinated debt at 'BB+';
-- Support at '5';
-- Support Floor at 'NF'.

First Midwest Bank
-- Long-Term IDR at 'BBB-';
-- Short-Term IDR at 'F3';
-- Long-Term deposits at 'BBB';
-- Short-Term deposits at 'F3'.
-- Viability Rating at 'bbb-';
-- Support at '5';
-- Support Floor at 'NF'.

First Midwest Capital Trust I
-- Preferred stock at 'B+'.

Fitch reserves the right in its sole discretion to withdraw or
maintain any rating at any time for any reason it deems sufficient.
Fitch believes that investors benefit from increased rating
coverage by Fitch and is providing approximately 30 days' notice to
the market of the rating withdrawal of First Midwest Bancorp, Inc.
Ratings are subject to analytical review and may change up to the
time Fitch withdraws the ratings.

Fitch's last rating action for the above referenced entities was on
Aug. 31, 2017. The ratings were affirmed and the Rating Outlook
remained Stable.


FLAMINGO FUNDING: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Flamingo Funding, Inc.
        766 Miller Avenue
        Brooklyn, NY 11207

Business Description: Based in Brooklyn, New York, Flamingo
                      Funding, Inc., is a Single Asset Real
                      Estate (as defined in 11 U.S.C.
                      Section 101(51B)) debtor.  Its
                      principal assets are located at
                      766 Miller Avenue, in Brooklyn, NY.

Chapter 11 Petition Date: December 6, 2017

Case No.: 17-46554

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  LAW OFFICES OF GABRIEL DEL VIRGINIA
                  30 Wall Street, 12th Floor
                  New York, NY 10005
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460
                  Email: gabriel.delvirginia@verizon.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Mr. Kennedy George, president.

A full-text copy of the petition containing, among other items,
a list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb17-46554.pdf


FLAVORS HOLDINGS: Moody's Lowers CFR to Caa2; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service downgraded Flavors Holdings Inc.'s
Corporate Family Rating (CFR) to Caa2 from B3 and its Probability
of Default Rating to Caa2-PD from B3-PD. At the same time, Moody's
downgraded the company's first lien revolver and first lien term
loan to Caa2 from B3. Moody's also downgraded the company's second
lien term loan to Ca from Caa2. The ratings outlook is negative.

The downgrade reflects Moody's concern regarding the sustainability
of Flavor's capital structure in light of its poor operating
performance and weak liquidity. Moody's is concerned that Flavors
will have difficulty remaining in compliance with its bank
covenants, and will require covenant relief in the near term.
Additionally, Moody's is concerned that unless operating
performance meaningfully improves, Flavors' capital structure will
become unsustainable. This could induce the company to pursue a
transaction that Moody's would consider a distressed exchange, and
hence a default.

Moody's is concerned over the Flavor's weak liquidity and the
slower than anticipated ramp up of its Whole Earth Sweetener
businesses. The company's continued investment to market its Whole
Earth Sweetener products has caused cash and revolver availability
to decline to very low levels. This leaves little cushion for
unforeseen events. Cash was $4.5 million and revolver availability
was $1.9 million at September 30, 2017. Its Whole Earth Sweetener
revenues are significantly below Moody's expectations due to the
slow adoption of the products by retailers. Moody's anticipates
that the company will not meet the first quarter 2018 financial
leverage covenant under its credit facility.

Moody's downgraded the following ratings:

- Corporate Family Rating to Caa2 from B3

- Probability of Default Rating to Caa2-PD from B3-PD

- $50 million revolving credit facility expiring 2019 to Caa2
   (LGD 3) from B3 (LGD 3)

- $350 million first lien term loan due 2020 to Caa2 (LGD 3) from

   B3 (LGD 3)

- $50 million second lien term loan due 2021 to Ca (LGD 6) from
   Caa2 (LGD 6)

The ratings outlook is negative.

RATINGS RATIONALE

Flavors' Caa2 Corporate Family Rating primarily reflects Moody's
concern about Flavors' poor operating performance, weak liquidity,
and the sustainability of the company's capital structure. The
company's artificial sweetener and licorice businesses continue to
face declining operating performance. It also has very high
financial leverage given its significant debt load in the face of
weak earnings and cash flow. Cash balances and revolver
availability are low, and it is unlikely to remain in compliance
with bank covenants without an amendment or waiver. Moody's notes
the good profit margins on Flavors' legacy products, significant
licorice inventory that could potentially provide cash if
liquidated, and good geographic diversification.

The negative outlook reflects Moody's expectation that Flavors'
liquidity will remain weak and financial leverage will remain high.
These are factors that could make the company's capital structure
unsustainable, and increase the likelihood of a default.

Ratings could be downgraded if liquidity weakens further. Moody's
could also downgrade ratings if it believes that there is an
increase in the probability that Flavors will have difficulty
refinancing its debt, or that the company will pursue a transaction
that Moody's would consider a distressed exchange and hence a
default.

Ratings could be upgraded if liquidity meaningfully improves and
the company establishes a sustainable capital structure.

Flavors Holdings, headquartered in New York, NY, manufactures,
markets and distributes tabletop sweeteners and a variety of
licorice products. Revenue was $290 million for the twelve months
ended September 30, 2017. Sweeteners represent approximately 59% of
Flavors' revenue and licorice products approximately 41%. Flavors
is indirectly owned by MacAndrews & Forbes Incorporated.

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


GNC HOLDINGS: S&P Lowers CCR to CCC+, On CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on the
Pittsburgh, Pa.-based vitamin and supplement retailer GNC Holdings
Inc. to 'CCC+' from 'B'.

At the same time, S&P placed all ratings, including the corporate
credit rating, on CreditWatch with negative implications.

S&P also lowered the issue-level and recovery ratings on the
company's secured credit facility to 'CCC+ with a '3' recovery
rating, indicating its expectation for meaningful (50% to 70%;
rounded estimate: 60%)recovery in the event of default.

The CreditWatch placement follows GNC Holdings Inc.'s announcement
that it has withdrawn its proposed debt financing and has retained
Goldman Sachs to explore alternatives for its capital structure.
S&P believes GNC is vulnerable and depends on favorable business or
financial conditions to meet its obligations, given its near-term
maturity with $300 million revolver due September 2018 (albeit,
largely undrawn) and $1.1 billion term loan maturing March 2019.

S&P expects to resolve the CreditWatch placement after evaluating
GNC's ability to address the possible March 2018 going-concern
opinion (if the term loan becomes current) and obtain long-term
refinancing, as well as assessing the ongoing potential for a
distressed exchange.


GREENSTAR HOSPITALITY: Plan to be Funded by Business Income
-----------------------------------------------------------
Greenstar Hospitality LLC, doing business as Cabana Motel, filed
with the U.S. Bankruptcy Court for the Western District of
Washington a disclosure statement explaining its chapter 11 plan of
reorganization.

Class D under the plan consists of the non-priority unsecured
claims. There are seven non-priority unsecured claims totaling
$7914.44. The Debtor will pay all unsecured claims to the extent
that proceeds are available from the sale or refinance of the motel
property within one year from the date of confirmation. In the
event that there are insufficient proceeds to pay Class D claims
100%, they will be paid pro-rata to the extent that proceeds of
sale or refinance are available. The Debtor will retain the right
to object to any Class D claim. The pro rata share of the claimed
amount of any claims which are then subject to objections as to
which a Final Order has not been entered will be deposited in an
interest-bearing bank account until a Final Order is entered. When
Final Orders are entered disallowing or allowing and liquidating
all Class D Claims, the remaining funds in the bank account will be
distributed to the holders of all Class D Claims pro rata.

Funds for implementation of the Plan will be derived from the
Debtor's income or the operation of the business.

The Debtor will continue to operate the Cabana Motel and pay
ongoing expenses including a monthly interest payment to Plaza Bank
of the lesser of $8,255.10 or any remaining unpaid principal
balance for a period of up to one year until the claim can be paid
in full upon sale or refinance of the estate's property. The income
of the business will permit the payment of operating expenses while
Debtor undertakes the necessary renovation to convert the Cabana to
a Motel 6.

Upon confirmation of the plan, Ahmed Fataftah will use a line of
credit of $80,000 and credit cards of $71,226.20 for the
renovations and purchases required by Motel 6 as conditions of the
franchise agreement. Debtor anticipates that the renovations will
take three months and will start as soon as the Plan is confirmed.
The conversion to Motel 6 is anticipated to take place as soon as
the renovations are complete, approximately 90 days after work
commences. Once the conversion is complete the motel can be
refinanced or sold as an operating Motel 6. In the event that the
property is not sold or refinanced within one year from the
effective date of the plan, the automatic stay under will
terminate.

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

      http://bankrupt.com/misc/wawb17-12815-82.pdf

                About Greenstar Hospitality

Greenstar Hospitality LLC owns and operates a business known as the
Cabana Motel located at 665 E. Windsor Street, Othello Washington,
99344.  Its managing member and sole owner is Ahmed Fataftah.  Its
business manager is Sajjad Khan.

Greenstar Hospitality filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Wash. Case No. 17-12815) on June 22, 2017, estimating
its assets and liabilities at between $1 million and $10 million.
Ahmed Fataftah, managing member, signed the petition.

Judge Timothy W. Dore presides over the case.  

Lamont S. Bossard, Jr., Esq., at Iwama Law Firm, serves as the
Debtor's bankruptcy counsel.


HAPPY HOOKER: $30K Cash Payment from HH Towing to Fund Plan
-----------------------------------------------------------
Happy Hooker Towing & Transportation, Inc., filed with the U.S.
Bankruptcy Court for the District of Kansas a small business
disclosure statement describing its plan of reorganization dated
Nov. 21, 2017.

The Plan provides for the sale of all assets of the Debtor's
bankruptcy estate to HH Towing, Inc. HH Towing, Inc., is a new
entity formed by Mark J. Ysidro and/or others to purchase these
assets and continue providing towing and transportation services.

General unsecured creditors are classified in Class 3, and will
receive a pro rata share of $30,000 to be funded by the sale of
estate assets to HH Towing, Inc., provided, however, (a) the
unsecured claim of Community Bank will be subordinated to all other
allowed unsecured claims; and (b) allowed unsecured claims under
$500 will be paid in full on the Effective Date.

Payments and distributions under the Plan will be funded by a cash
payment from HH Towing, Inc. in the sum of $30,000.

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

     http://bankrupt.com/misc/ksb17-10974-93.pdf

      About Happy Hooker Towing & Transportation, Inc.

Happy Hooker Towing & Transportation, Inc. filed a Chapter 11
bankruptcy petition (Bankr. D. Kan. Case No. 17-10974) on May 25,
2017, disclosing less than $1 million in both assets and
liabilities.  Judge Robert E. Nugent presides over the case.  The
Debtor is represented by Eric W. Lomas, Esq., at Klenda
AustermanLLC.


HAWKERS REALTY: Final Cash Collateral Order Entered
---------------------------------------------------
The Hon. Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi on Nov. 27 entered a final order
allowing Hawkers Realty, LLC to use cash collateral of Peoples
Bank.

The Debtor and Peoples Bank represented to the Court that they
negotiated the terms and conditions of the Final Order in good
faith and at arm's length.

The Order provides that the Debtor's Emergency Cash Collateral
Motion was granted on an interim basis pursuant to Sec. 363 of the
Bankruptcy Code and Bankruptcy Rule 4001 and was extended until
November 16, 2017.

The Order instructs Boa Vida Healthcare, LLC, to pay the entire
$5,200 monthly rental to Peoples Bank and Peoples Bank will make
$1,500 of the rental payment available to the Debtor.  Peoples Bank
has no obligation to fund the payment to the Debtor until the
payment is made by Boa Vida.

The funding under the court order is retroactive to the October
rent payment due from Boa Vida and the Bank will fund the $1,500
for October and $1,500 for November when those payments are
remitted by Boa Vida.

The Debtor has indicated to the Court that it has an immediate and
critical need to use cash collateral to make post-petition payroll
payments and other related expenses.  The Debtor's access to
sufficient working capital and liquidity through the incurrence of
postpetition financing via the use of cash collateral under the
terms of this court order is vital to the preservation and
maintenance of the going concern value of the Debtor's estate, the
orderly operation of the Debtor's business and, ultimately, the
success of the case.  Consequently without access to the use of
cash collateral, to the extent authorized pursuant to this Order,
the Debtor and its estate would suffer immediate and irreparable
harm.

Peoples Bank has indicated that it is prepared to consent to the
Debtor's use of the cash collateral provided that the Court
authorizes the Debtor, pursuant to Sections 361 and 363 of the
Bankruptcy Code, to grant to Peoples Bank a continuing postpetition
lien in the account and rents generated by the Hamilton Road
Building.

A copy of the court order is available at:

           http://bankrupt.com/misc/msnb17-13529-59.pdf

The Troubled Company Reporter reported on Oct. 16, 2017, that the
Court entered an interim stipulation and agreed order between the
Debtor and Trustmark National Bank, authorizing the use of the
rents and income generated by the Property for an interim period
commencing on the Petition Date and ending on the date of entry of
a final order authorizing the use of cash collateral.

As reported by the TCR on Oct. 27, 2017, First State Bank requested
to prohibit or condition the Debtor's use of cash collateral, or in
the alternative, for adequate protection.

                     About Hawkers Realty

Hawkers Realty LLC is a small, fairly new real estate broker and
agent company based in Magee, Mississippi.  Hawkers Realty filed a
Chapter 11 petition (Bankr. N.D. Miss. Case No. 17-13529) on Sept.
21, 2017.  The petition was signed by Kim McNulty, manager.  At the
time of filing, the Debtor estimated assets and liabilities between
$500,000 and $1 million.  The case is assigned to Judge Jason D.
Woodard.  The Debtor is represented by R. Michael Bolen, Esq., at
Hood & Bolen, as counsel.

Lender Peoples Bank is represented by:

     J. Walter Newman, IV, Esq.
     NEWMAN & NEWMAN
     587 Highland Colony Parkway
     Ridgeland, MS 39157
     Telephone: (601) 948-0586
     Email: wnewman95@msn.com


HOOVER GROUP: S&P Lowers CCR to 'B-' on Weak Operating Performance
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Houston-based Hoover Group Inc. to 'B-' from 'B'. The outlook is
stable.

S&P said, "At the same time, we lowered our issue-level ratings on
the company's senior secured credit facility (consisting of a $30
million revolver due in 2020 and a $225 million term loan due in
2021) to 'B-' from 'B'. The recovery rating remains '3', indicating
meaningful (50%-70%; rounded estimate: 55%) recovery in the event
of a payment default.

"The downgrade reflects Hoover's operating performance that is
weaker than we expected following the 2016 merger with Ferguson
Group and Catalyst & Chemical Containers Inc. (CCC), as end markets
including offshore and petrochemical and refining, remain soft. In
addition, competitive pricing pressures have limited the company's
ability to offset restructuring and integration costs. As a result
of these factors, leverage remains above 7x through the first nine
months of 2017. Although we expect end markets to gradually recover
over the next 12-18 months, we expect the company to only modestly
deleverage to the low-7x area. Despite S&P's expectation that
Hoover's leverage will remain high, it believes the company will
maintain at least a 15% cushion under its maximum consolidated net
leverage covenant over the next 12 months."

S&P said, "The stable outlook reflects our expectation that the
company will modestly reduce leverage from the 7.5x area in 2017
toward 7x by the end of 2018. Our forecast assumes that the company
will generate negligible free cash flow and maintain adequate
liquidity over the next 12-18 months.

"We could lower our ratings on Hoover if the company's free cash
flow turns negative and cushion under the company's covenant is
significantly reduced. We could also lower our rating if continued
weakness in the company's key end markets causes its profitability
to decline, meaningfully weakens its credit measures above 8x, and
there are no near-term prospects for improvement.

"We could raise our ratings in the next 12 months if we are
increasingly confident in the company's ability to generate free
cash flow for debt reduction, driven by recovery in its end
markets, such that we expect debt to EBITDA will be below 6.5x on a
sustained basis."


HUMBERTO VELA: PCO Files 3rd Report for Laredo Facility
-------------------------------------------------------
Dr. Thomas A. Mackey, the patient care ombudsman appointed to
Debtor Humberto Vela, Jr., submits a third report regarding the
quality of care provided by San Agustin Home Health Services, the
Debtor's facility in Laredo, Texas.

On his Nov. 9, 2017 visit, the PCO observed that patient care at
the Facility continues to be delivered in a manner equal to what
was delivered prior to filing Chapter 11. There has been no
apparent decrease inequality, safety or types of services from what
existed prior to the filing.

The PCO reports that systems and personnel are in place to provide
quality safe care to patients of the Facility. The PCO believes the
Facility is not jeopardizing or compromising quality or safety of
care as a result of the Chapter 11 proceedings. However, as is the
case for most health care facilities, there is great room for
improvement.

The Facility continues to address and make excellent progress on
patient safety and quality issues previously discussed by the PCO.
Currently, the PCO is satisfied with corrective actions on those
issues and believes the infrastructure now in place is an
improvement from the past.

Patient census continues to decrease and is undoubtedly impacting
the agency finances in a negative fashion. To date, the Debtor has
not decreased staff or Facility infrastructure impacting the safety
or quality of care. However, if finances continue to decline the
infrastructure will probably need to change and consequently effect
care delivery. Consequently, the PCO discussed marketing strategies
to increase patient volume and services.

The PCO recommends that all staff with patient contact must show
proof of being immunized with the current flu vaccine by Nov. 17,
2017. Personnel unable to show proof will not be allowed patient
contact until proof of immunization is provided. The facility must
dedicate at least one in-service training to the importance of
accurately recording patient vital statistics such as respirations
and weights.

At the next visit in January 2018, the PCO will review continued
progress on the current and previous recommendations to determine
if overall levels of patient safety and care are being maintained
or improved. Additionally, the PCO will review the Annual Infection
Program Evaluation, the Annual Tuberculosis Risk Assessment Plan
and the Tuberculosis Annual Employee Aggregate Data Base. The PCO
will also review multiple patient charts to determine if progress
is being made on accurate recording of patient vital statistics.

A full-text copy of the PCO's Third Report dated Nov. 13, 2017, is
available at:

     http://bankrupt.com/misc/txsb17-50111-44.pdf

                    About Humberto Vela

Humberto Vela, Jr., filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 17-50111) on June 1, 2017. Mr. Vela operates a home health
care agency in a one-story office building located at 1001 Corpus
Christi Street, Laredo, Texas.  Dr. Thomas A. Mackey was appointed
patient care ombudsman.

Humberto Vela, Jr., previously filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 15-50016) on February 17, 2015.


IMPACTING A GENERATION: Unsecureds to Get $500 Per Month Under Plan
-------------------------------------------------------------------
Impacting A Generation Inc. filed with the U.S. Bankruptcy Court
for the Northern District of Georgia a small business disclosure
statement regarding its plan of reorganization, a copy of which is
available at:

      http://bankrupt.com/misc/ganb17-54072-35.pdf

General unsecured creditors are classified in Class 2 and will
receive a pro rata distribution of $500 per month until they
receive 100% of their allowed claims.

The Debtor will pay all claims from Debtor's post-petition income.
The Plan provides that the Debtor will act as the disbursing agent
to make payments under the Plan unless Debtor appoints some other
person or entity to do so. The Debtor may maintain bank accounts
under the confirmed Plan in the ordinary course of business. The
Debtor may also pay ordinary and necessary expenses of
administration of the Plan in due course.

                  About Impacting A Generation

Impacting A Generation Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-54072) on March 6,
2017.  The petition was signed by Odis Sneed, chief executive
officer.

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

Paul Reece Marr, Esq., at Paul Reece Marr, P.C., serves as the
Debtor's legal counsel.


ITRON INC: S&P Assigns 'BB' Corp Credit Rating, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' corporate credit rating to
Liberty Lake, Wash.–based Itron Inc. The outlook is stable.

S&P said, "At the same time, we assigned our 'BB-' issue-level
rating and '5' recovery rating to Itron's proposed $300 million
senior unsecured notes due 2025. The '5' recovery rating indicates
our expectation for modest (10%-30%; rounded estimate: 10%)
recovery for lenders in the event of a payment default."

Itron Inc. has agreed to acquire Silver Spring Networks for
approximately $778 million (total consideration net Silver Spring's
cash).

The company is issuing $300 million of senior unsecured notes and a
new first-lien facility, which will comprise a $650 million term
loan A (unrated) and a $500 million revolving credit facility
(unrated), to fund the acquisition and refinance its existing
debt.

S&P said, "Our rating reflects the company's good market position
in the fragmented global metering industry, its expanded product
and technology offerings, and its good geographic diversity, which
are offset by its narrow focus on metering products and solutions
and its relatively weak profit margins compared with those at its
rated peers. The company's acquisition of Silver Spring will raise
its leverage to about 4.0x at the close of the transaction, from
around 1.4x as of Sept. 30, 2017. We expect that the company's
leverage will improve to 3.5x in 2018 and 3.0x in 2019 absent any
meaningful acquisitions or shareholder-friendly actions.

"The stable outlook on Itron reflects our expectation that the
company's expanded product and service offerings and modestly
improving end-market demand will continue to support modest revenue
growth and free cash generation. We expect the company's
cost-savings initiatives to improve its margins such that its
adjusted debt-to-EBITDA remains between 3.0x and 4.0x for the next
12-24 months.

"We could lower our ratings on Itron over the next 12 months if its
adjusted debt-to-EBITDA increases above 4.0x on a sustained basis.
This could occur, for instance, if there is a significant decline
in the company's revenue due to an economic downturn, an unforeseen
drop in demand from its end markets, or if it encounters
difficulties that create a delay in the fulfillment of its
customers' orders.

"Although unlikely in the next year given our leverage forecast, we
could raise our ratings on Itron if its adjusted debt-to-EBITDA
decreases below 3x and remains at that level. This could occur if
the company exhibited stronger-than-expected revenue growth and
improved EBITDA margins, allowing it to generate a
higher-than-expected level of free cash flow to reduce its debt. To
raise our rating, we would also expect the company to demonstrate a
commitment to sustain its leverage below 3x even when incorporating
acquisitions or share repurchases."


JOHN BATISTA: Sale of Punta Gorda Condo Unit 507 for $570K Granted
------------------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Western
District of Pennsylvania authorized John Batista's sale of
condominium Unit 507, Grand Isle Towers III + IV Desc in or 4673 PG
4145 PH II, Lee County, Florida, and commonly referred to as 3333
Sunset Key Cir 507, Punta Gorda, Florida, as well as personal
property, to Mark G. Twombly and Cheryl A. Twombly for $570,000.

A hearing on the Motion was held on Nov. 30, 2017.

The sale is free and clear of any and all interests, liens, and
encumbrances.  The sale proceeds will exceed the aggregate amount
of all interests, liens, and encumbrances on the Sunset Key
Property.

The sale proceeds will be used to pay costs of sale, including the
broker's commission, and the Lee County tax collector in an amount
necessary to pay all outstanding real estate taxes.  The remaining
proceeds will be divided evenly between the Debtor and the Debtor's
spouse, Theresa Batista, with the Debtor's portion of be paid to
the client trust account of Maney, Damsker & Jones, P.A., and the
Debtor's spouse's portion to be paid to the client trust account of
Jeffrey P. Cario, P.A.

The Debtor is directed to file a closing statement with the Court
within three business days of the closing.

Hernando Beach, Florida-based John Basista sought Chapter 11
protection (Bankr. M.D. Fla. Case No. 17-05045) on June 9, 2017.
The Debtor tapped McIntyre Thanasides Bringgold Elliott Grimaldi &
Guito, P.A., as counsel; and Michael Saunders & Co. as real estate
agent.

Counsel for the Debtor can be reached at:

          MCINTYRE THANASIDES BRINGGOLD ELLIOTT GRIMALDI & GUITO,
P.A.
          500 E. Kennedy Blvd., Suite 200
          Tampa, FL 33602
          Telephone: (813) 223-0000
          Facsimile: (813) 899-6069


KEVIN WRIGHT: $85K Sale of Philadelphia Property Approved
---------------------------------------------------------
Judge Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized Kevin J. Wright's sale
of real property located at 1435 Myrtlewood Street, Philadelphia,
Pennsylvania, to Philadelphia Renovation Group, LLC, for $85,000.

The Debtor is authorized to pay at closing, real estate and
transfer taxes, water/sewer liens, any and all other liens or
encumbrances and ordinary settlement costs, and 6% realtor's
commission to Keller Williams, Center City.

Kevin J. Wright sought Chapter 11 protection (Bankr. E.D. Penn.
Case No. 15-17104) on Oct. 1, 2015.

Counsel for the Debtor:

          Michael H. Kaliner, Esq.
          ADELSTEIN & KALINER, LLC
          350 S. Main Street Suite 105
          Doylestown, PA 18901
          Telephone: (215) 230-4250


KINDER MORGAN: S&P Rates Series 3 Preferred Shares 'BB+'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB+' (P-3 [High] Canadian National
Scale Preferred Share Rating) issue-level rating to Kinder Morgan
Canada Ltd.'s (KML) cumulative redeemable five-year minimum rate
reset first preferred shares, series 3. The company intends to use
the proceeds from the issue to partly finance the development and
construction of the Trans Mountain expansion project and the Base
Line Terminal project and other organic growth projects, to repay
amounts outstanding under its credit facilities, and for general
corporate purposes.

S&P said, "We classify the series 3 preferred shares as having
intermediate equity content because of their subordination,
permanence, and optional deferability features, in line with our
hybrid capital criteria. Consequently, we will treat 50% of the
principal outstanding and accrued interest under the hybrids as
equity rather than debt. We will also treat 50% of the related
payments on these securities as equivalent to a preferred
dividend."

The corporate credit rating on KML is 'BBB', and the outlook is
stable. Alberta-based KML operates a number of pipeline systems and
terminal facilities, including the Trans Mountain pipeline, the
Cochin pipeline, the Westridge marine and Vancouver Wharves
terminals in British Columbia, and other terminals and crude oil
loading facilities in Edmonton, Alberta. For KML's rating
rationale, please refer to our research update published on June 2,
2017.

Ratings List

  Kinder Morgan Canada Ltd.
   Corporate Credit Rating             BBB/Stable

  New Rating

  Kinder Morgan Canada Ltd.
   Preferred shares
   Global scale                        BB+
   Canada scale                        P-3(High)


L & E RANCH: Kessner's Steven Guttman to be Paid $390 Per Hour
--------------------------------------------------------------
L & E Ranch LLC has filed an amended application with the U.S.
Bankruptcy Court for the District of Hawaii to employ Kessner
Umebayashi Bain & Matsunaga.

The firm will serve as the Debtor's legal counsel in its Chapter 11
case.  Steven Guttman, Esq., the attorney who will be handling the
case, will charge an hourly fee of $390.  Other attorneys and
paralegals with the firm will be billed at their regular hourly
rates, according to the filing.

The firm can be reached through:

     Steven Guttman, Esq.
     Kessner Umebayashi Bain & Matsunaga
     220 South King Street, Suite 1900
     Honolulu, HI 96801
     Phone: 1-808-536-1900

                        About L & E Ranch LLC

L & E Ranch LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Hawaii Case No. 17-01184) on November
10, 2017.  Judge Robert J. Faris presides over the case.


LA CONTESSA: Taps Becker & Poliakoff as Legal Counsel
-----------------------------------------------------
La Contessa, Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Becker & Poliakoff,
P.A., as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter1 11 case.

Jon Polenberg, Esq., the attorney who will be handling the case,
disclosed in a court filing that the firm does not hold or
represent any interest adverse to the Debtor's estate.

Becker & Poliakoff can be reached through:

     Jon Polenberg, Esq.
     Becker & Poliakoff, P.A.
     1 East Broward Boulevard, Suite 1800
     Ft. Lauderdale, FL 33301
     Tel: (954) 987-7550
     Fax: 954-985-4176
     Email: jpolenberg@bplegal.com

            About La Contessa Inc.

Based in New York, La Contessa, Inc. is a privately-held company in
the personal care services industry.  It previously sought
bankruptcy protection on Feb. 25, 2015 (Bankr. S.D.N.Y. Case No.
15-10414).

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 17-21549) on September 20, 2017.
Thomas M. Priano, vice-president, signed the petition.  

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

Judge Raymond B. Ray presides over the case.


LAREDO PETROLEUM: Moody's Hikes CFR to B1; Outlook Positive
-----------------------------------------------------------
Moody's Investors Service upgraded Laredo Petroleum, Inc.'s
Corporate Family Rating (CFR) to B1 from B2, Probability of Default
Rating (PDR) to B1-PD from B2-PD, and senior unsecured notes to B2
from B3. The Speculative Grade Liquidity (SGL) Rating was affirmed
at SGL-2. The rating outlook was changed to positive from stable.

"Laredo Petroleum significantly reduced its debt balances utilizing
most of the Medallion sale proceeds," commented Amol Joshi, Moody's
Vice President. "It strengthens Laredo's balance sheet and credit
metrics while also improving its liquidity."

Issuer: Laredo Petroleum, Inc.

Upgrades:

-- Corporate Family Rating, Upgraded to B1 from B2

-- Probability of Default Rating, Upgraded to B1-PD from B2-PD

-- Senior Unsecured Bonds/Debentures, Upgraded to B2 (LGD5) from
    B3 (LGD5)

Affirmations:

-- Speculative Grade Liquidity Rating, Affirmed at SGL-2

Outlook Actions:

-- Outlook, changed to Positive from Stable

RATINGS RATIONALE

The B1 CFR reflects Laredo's growing production and reserves in the
Permian's Midland Basin; a large, repeatable drilling inventory
with relatively low geological risks and significant organic growth
potential; a high degree of operational control along with retained
gathering assets within its production corridors; management's
track record of hedging production and extensive experience in the
region. The B1 CFR is constrained by Laredo's relatively small
scale and geographically concentrated upstream operations;
relatively low proportion of crude oil in its existing production
(45% of year-to-date production); and the significant capital
expenditures required to develop its acreage and grow production.

Laredo's senior unsecured notes are rated B2, one notch below the
B1 CFR, reflecting the priority claim of the relatively large
borrowing base senior secured credit facility due 2022 that has a
first lien on most of Laredo's assets. Moody's believe that the B2
rating is more appropriate for the senior unsecured notes than the
rating suggested by Moody's Loss Given Default Methodology because
of the expectation of an increasing proportion of unsecured to
secured debt in the capital structure. If the proportion of
revolver debt to senior unsecured notes increases further, Laredo's
notes could get downgraded.

Laredo should have good liquidity through 2018, which is captured
in the SGL-2 Speculative Grade Liquidity rating. The company will
likely modestly outspend operating cash flow in 2018. Existing
balance sheet cash and the availability under its undrawn revolver
are expected to cover funding shortfalls through 2018. At September
30, 2017 the company had $21 million of cash, with $155 million
outstanding under its credit facility. During the October 2017
redetermination, Laredo's borrowing base was reaffirmed at $1
billion. Laredo used the net cash proceeds from the Medallion sale
to repay outstanding revolver debt and redeem $500 million of its
senior unsecured notes due May 2022. Laredo is expected to end the
year with around $100 million of balance sheet cash and $800
million of debt. The two financial covenants under Laredo's credit
facility are a maximum Consolidated Total Leverage Ratio of 4.25x
and a current ratio of at least 1.0x. There are no debt maturities
until 2022. Moody's expects the company to have ample headroom
under its covenants through 2018 based on projected spending and
debt levels.

The positive outlook is based on Moody's expectation that Laredo
will deliver production growth at competitive costs and manage its
capital program and liquidity prudently.

The ratings could be upgraded if Laredo is able to sustain its
retained cash flow (RCF) to debt ratio above 40% and leveraged full
cycle ratio around 1.5x, while executing the company's growth
strategy and minimizing cash flow outspend. The ratings could be
downgraded if Laredo's RCF/debt ratio falls towards 20% or if the
company's capital productivity were to significantly decline.

Laredo Petroleum, Inc. is a Tulsa, Oklahoma based independent
exploration and production (E&P) company with primary assets in
West Texas' Midland Basin.

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


LDJ ENTERPRISE: Allowed to Use Cash Collateral on Interim Basis
---------------------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi has entered an agreed order
conditionally authorizing LDJ Enterprise, LLC to use the cash
collateral of VFC Partners 25, LLC on an interim basis.

Pursuant to a certain Promissory Note and Deed of Trust, the Debtor
is indebted to VFC Partners in the original principal amount of
$1,612,190 bearing interest rate of 8% per annum. In addition to
the Note and Deed of Trust, the Debtor has also executed a Security
Agreement in favor of VFC Partners, granting VFC Partners a
security interest in, among other collateral: "all rents, leases,
income, revenues, issues, profits, royalties, and other benefits
arising or derived or to be derived from, or related to, directly
or indirectly, the real estate and improvements located at 2603
South Gloster, Tupelo, Lee County, Mississippi 38804." Accordingly,
VFC Partners has a perfected security interest in the Debtor's cash
collateral.

The Court has been advised that Trimont Real Estate Advisors, LLC,
in its capacity as agent and attorney-in-fact of VFC Partners, and
the Debtor have reached an agreement for interim use of cash
collateral, subject to following terms and conditions:

     A. Commencing in November 2017, the Debtor will begin making
monthly adequate protection payments to Trimont in the amount of
$8,000 on the 1st day of each month until further order of the
Court or confirmation of a plan of reorganization.

     B. All remaining cash collateral now in the Debtor's
possession or paid to the Debtor will be maintained in the DIP
account and used solely for real estate taxes and insurance
regarding the real property secured by VFC Partners' mortgage lien,
including outstanding accrued real estate taxes associated with the
property at issue, repayment of $25,297.72 paid by the third-party
Samaritan Gardens on behalf of the Debtor for real estate taxes as
identified in the Debtor’s motion for authority to use cash
collateral or other obligations as may be ordered by the Court.

     C. The Debtor will provide Trimont with monthly account
statements for the DIP account by the 20th day of each month for
the preceding month. The Debtor will be required to deposit all
cash collateral receivables in the DIP account

     D. Upon reasonable notice by Trimont, the Debtor will permit
representatives of Trimont (and any accountants, attorneys or other
professionals they may retain) to have access to the books and
records of the Debtor during reasonable business hours for
inspection and auditing purposes.

     E. The Debtor will maintain hazard insurance policies on all
collateral pledged to VFC Partners, listing VFC Partners as a loss
payee on all such hazard insurance policies.

     F. In the event the Debtor defaults under any term or
condition of the Order and fail to cure such default, and upon
Trimont filing a Notice of Default with the Court, the Debtor will
immediately: (1) cease using VFC Partners' cash collateral; and (2)
deliver to Trimont all cash collateral in its possession or subject
to his control, which subsequently comes into the possession of the
Debtor. Further, the automatic stay of 11 U.S.C. Section 362 will
be deemed dissolved, terminated and annulled as it applies to VFC
Partners without further order of the Court to enable it to
exercise its rights and remedies under state or federal law to its
collateral.

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

                   http://bankrupt.com/misc/msnb17-11088-68.pdf

                      About LDJ Enterprise

Headquartered in Tupelo, Mississippi, LDJ Enterprise, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No.
17-11088) on March 23, 2017, estimating assets and liabilities of
less than $50,000.  Lisa Pulliam, its administrator, signed the
petition.  The Debtor tapped Dalton Middleton, Esq., at Middleton &
Tinsley Law Firm, PLLC, to serve as legal counsel in connection
with its Chapter 11 case.


LEXINGTON HOSPITALITY: Committee Taps Bunch & Brock as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of Lexington
Hospitality Group LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Kentucky to hire Bunch & Brock, PSC as
its legal counsel.

The firm will advise the committee regarding its duties under the
Bankruptcy Code; participate in the formulation of a bankruptcy
plan; advise the committee regarding any potential sale of the
Debtor's assets; and provide other legal services related to the
Debtor's Chapter 11 case.

The firm's hourly rates are:

     W. Thomas Bunch II     $400
     Matthew Bunch          $400
     Caryn Belobraidich     $350
     Paralegals             $110

W. Thomas Bunch II, Esq., 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:

     W. Thomas Bunch II, Esq.
     Bunch & Brock, PSC
     271 West Short Street, Suite 805
     Lexington, KY 40507-1217
     Phone: (859) 254-5522
     Fax: (859) 233-1434  
     Email: tom@bunchlaw.com

                    About Lexington Hospitality

Headquartered in Aurora, Illinois, Lexington Hospitality Group LLC
-- http://www.clarionhotellexingtonky.com/-- owns the Clarion
Hotel Conference Center South, a hotel located at 5532 Athens
Boonesboro Road Lexington, Kentucky, known as Clarion Hotel
Conference Center South.  The Hotel, located in the heart of the
bluegrass and 'Horse Capital of the World,' has 149 well-appointed
guest rooms, an indoor heated pool and hot tub, a seasonal outdoor
pool, a fitness center and an on-site restaurant and bar.

Lexington Hospitality filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Ky. Case No. 17-51568) on Aug. 3, 2017, estimating its
assets and liabilities at between $1 million and $10 million each.
The petition was signed by Kenneth Moore/Janee Hotel Corporation,
its manager.

Judge Gregory R. Schaaf presides over the case.

Laura Day DelCotto, Esq., Jamie L. Harris, Esq., and Sara A.
Johnston, Esq., at Delcotto Law Group PLLC, serve as the Debtor's
bankruptcy counsel.


LTD MANAGEMENT: U.S. Trustee Objects to Adequacy of Plan Outline
----------------------------------------------------------------
U.S. Trustee William K. Harrington objects to the adequacy of
Debtor LTD Management, Inc.'s disclosure statement, dated Oct. 27,
2017, in support of the Debtor's plan of reorganization.

The Debtor states on page 5 that it has revived or is in the
process of reviving the LTD Management, Inc. corporation with the
New Hampshire Secretary of State. The Debtor later states it is a
corporation organized and existing under the laws of the State of
New Hampshire. According to records on file with the New Hampshire
Secretary of State, the corporation was dissolved Sept. 8, 2010,
more than seven years ago. New Hampshire state law permits a
dissolved corporation to be reinstated, but if more than 3 years
have expired since the date of dissolution, the requirements to
reinstate are more onerous. The U.S. Trustee calls upon the Debtor
to state whether it has submitted its application for reinstatement
and whether it has reason to believe that the corporation will be
reinstated.

The Debtor states that its president and sole stockholder, Ms. Lisa
D'Aoust, will receive shares in the Debtor upon confirmation in
recognition for the $19,000 of contributions she has made
pre-petition and during the case. The Debtor implies that the
$19,000 payments unequivocally constitute "new value" that would
allow the shareholder to retain her interest in the company even
though unsecured creditors are receiving a projected 17.68%
dividend. The U.S. Trustee submits that these payments do not
unequivocally constitute "new value" under the absolute priority
rule set forth in 11 U.S.C. section 1129(b)(2)(B).

In addition, the Debtor's Liquidation Analysis of the Disclosure
Statement concludes that unsecured claims would likely receive no
dividend. However, the Debtor does not disclose the amount of cash
on hand, or how that would likely be disbursed in the event of a
liquidation.

The Troubled Company Reporter previously reported that under the
plan, the Debtor will make payments toward general unsecured
claimants for the 60 months following the Effective Date at $100
per month starting 30 days after the Effective Date for a total
payment of $6,000 which is a 17.68% distribution.  The Debtor
reserves the right to make this payment in a lump sum from
non-debtor funds should Ms. D'Aoust wish to contribute her personal
funds.  When a total of $6,000 has been paid, whether by monthly
payment, lump sum, or a combination of the two, the debt will be
deemed satisfied in full.  

A full-text copy of the U.S. Trustee's Objection is available at:

     http://bankrupt.com/misc/nhb17-10684-77.pdf

Office of the U.S. Trustee:

     Geraldine Karonis
     Assistant U.S. Trustee
     Office of the United States Trustee
     1000 Elm Street, Suite 605
     Manchester, NH 03101
     (603) 666-7908 bnh 01853

                  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.


LVBK LLC: Sale of Las Vegas Property to Starr for $225K Denied
--------------------------------------------------------------
Judge August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada denied LVBK, LLC's sale of real property located
at 318 Lingering Lane, Las Vegas, Clark County, Nevada, APN
178-20-811017, to Jeffrey Starr for $225,000.

A hearing on the Motion was held on Nov. 8, 2017 at 1:30 p.m.

The Court does not believe that it has jurisdiction over the matter
pursuant to the order confirming the plan of reorganization entered
on Oct. 14, 2016.  The Court noted that, pursuant to the
confirmation order, all of the rights have vested into the Debtor
and the Debtor has the right to sell the property pursuant to the
Second Amended Plan of Reorganization and does not need any further
authorization from the Court nor does the Court feel it has further
jurisdiction over the matter.

                          About LVBK

LVBK, LLC, acquired a number of properties from bankruptcy court
auctions.  It then attempted to work with the lenders, but the
lenders would not cooperate with the company and commenced
foreclosure.  LVBK then filed for bankruptcy to stop the
foreclosures.

LVBK, LLC, sought Chapter 11 protection (Bankr. D. Nev. Case No.
14-17789) on Nov. 21, 2014.  Judge August B. Landis is assigned to
the case.  The Debtor disclosed assets at $2.84 million and
liabilities at $49,742.  The petition was signed by Steven T.
Gregory, manager.  The Debtor tapped David J. Winterton, Esq., at
David J. Winterton & Assoc., Ltd., as counsel.


M & G USA: Taps Rothschild as Financial Advisor, Investment Banker
------------------------------------------------------------------
M & G USA Corporation seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire financial advisors and
investment bankers.

In a court filing, M & G proposes to employ Rothschild Inc. and
Rothschild S.p.A. to provide these services in connection with the
Chapter 11 cases filed by the company and its affiliates:

     (a) identifying and initiating potential transactions;

     (b) analyzing the Debtors' assets and their operating and
         financial strategies;

     (c) analyzing the business plans and financial projections
         prepared by the Debtors;

     (d) evaluating the Debtors' debt capacity in light of
         their projected cash flows and assisting in the
         determination of an appropriate capital structure;

     (e) assisting the Debtors and their other professionals in
         reviewing the terms of any proposed transaction and,
         if directed, in evaluating alternative proposals for a
         transaction;

     (f) determining a range of values for the Debtors and any
         securities that they offer or propose to offer in
         connection with a transaction;

     (g) advising the Debtors on the risks and benefits of
         considering any potential transaction with respect to
         their intermediate and long-term business prospects
         and strategic alternatives to maximize their business
         enterprise value;

     (h) analyzing any proposal the Debtors receive from third
         parties in connection with a transaction;

     (i) assisting or participating in negotiations;

     (j) assisting the Debtors in identifying, approaching and
         negotiating with financing sources for any proposed
         new capital raise;

     (k) in connection with a "company M&A transaction,"
         assisting the Debtors in identifying possible
         counterparties for a potential transaction; assisting
         them in their assessment of the financial aspects of a
         transaction; assisting them in structuring a
         transaction; and participating in negotiations
         concerning the financial aspects of a transaction;

     (l) attending meetings of the Debtors' Board of Directors,
         creditor groups, official constituencies and other
         interested parties; and

     (m) if requested by the Debtors, participating in hearings
         before the court and providing testimony.

The firms will be compensated according to this fee arrangement:

     (i) an upfront fee of $250,000;

    (ii) an advisory fee of $200,000 per month;

   (iii) a "completion fee" of $5 million, payable upon the
         closing of a company restructuring transaction or a
         company credit bid transaction;

    (iv) upon the closing of a company M&A transaction, a fee
         equal to the greater of the completion fee, and  a fee
         calculated pursuant to the engagement agreement,
         including by reference to this table:

     Aggregate Consideration   Company M&A Transaction  
     (Dollars in Millions)          Fee Percentage
     -----------------------   -----------------------
              $250                     2.00%
              $500                     1.60%
              $750                     1.40%
            $1,000                     1.30%
            $2,000                     1.20%

     (v) a "new capital fee" equal to 1% of the face amount of
         any debtor-in-possession financing raised, which will
         be reduced by 50% solely with respect to any portion
         of new capital raised from Grupo Financiero Inbursa,
         DAK Americas (or any subsidiary of Alfa S.A.B. de
         C.V.), TPG, Och-Ziff or any of their respective
         affiliates; and

     (vi) Rothschild has agreed to credit against any
         completion fee or company M&A transaction fee, without
         duplication, 50% of monthly fees paid in excess of
         $1.2 million, and 50% of the new capital fees paid.

Neil Augustine, executive vice-chairman of North American Global
Advisory at Rothschild, disclosed in a court filing that his firm
is a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firms can be reached through:

     Neil A. Augustine
     Rothschild Inc.
     1251 Avenue of the Americas, 33rd Floor
     New York, NY 10020
     Phone: 1-212-403-3500
     Fax: 1-212-403-3501

            About M & G USA Corporation

M & G USA Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 17-12307) on October 30, 2017.  The
petition was signed by Dennis Stogsdill, chief restructuring
officer.

Judge Brendan L. Shannon presides over the cases.  Jones Day
represents the Debtors as their bankruptcy counsel.  The Debtors
hired Pachulski Stang Ziehl & Jones LLP as conflicts counsel and
co-counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; and Prime Clerk LLC as administrative advisor.

At the time of filing, the Debtors estimate $1 billion to $10
billion both in assets and liabilities.

Founded in 1953, M&G Group is a privately owned chemical company in
Italy and is controlled through the holding company M&G Finanziaria
S.p.A.  The M&G Group -- specifically, its chemicals division,
which includes the Debtors -- is a producer of polyethylene
terephthalate resin for packaging applications.

On November 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


MARKS FAMILY: Taps Hietpas Group as Accountant
----------------------------------------------
Marks Family Trucking, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Wisconsin to hire Hietpas Group
as its accountant.

The firm will prepare and file corporate tax returns for the Debtor
for tax years 2014 to 2017, and negotiate and liaison with the
Internal Revenue Service and Wisconsin Department of Revenue about
assessed taxes and penalties.

Hietpas Group's hourly rates range from $145 to $195.  The firm has
agreed to a fee cap of $35,000.

Ryan Guckenberger, an accountant employed with Hietpas Group,
disclosed in a court filing that he and his do not have any
interest adverse to the Debtor's estate, creditors or equity
security holders.

The firm can be reached through:

     Ryan Guckenberger
     Hietpas Group
     14 N. Main Street
     Mayville, WI 53050-1636
     Phone: (920) 387-3356
     Fax: (920) 387-3083

                   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 disclosed $1.65 million in assets and $969,984 in
liabilities as of the bankruptcy filing.

Judge Susan V. Kelley presides over the case.  The Debtor hired
Steinhilber Swanson LLP as counsel.

On Aug. 11, 2017, the court appointed Auction Specialists as
auctioneer.


MB AEROSPACE: S&P Assigns Preliminary 'B' Corp. Credit Rating
-------------------------------------------------------------
On Dec. 5, 2017, S&P Global Ratings assigned its preliminary 'B'
long-term corporate credit rating to MB Aerospace Holdings II Corp.
(MB). The outlook is stable.

At the same time, S&P assigned its preliminary 'B' issue rating
with a recovery rating of '3' to the proposed $255 million
first-lien term loan due in 2024 and $50 million revolving credit
facility (RCF) due in 2022, to be issued by MB. This reflects our
expectations of meaningful (50%-70%; rounded estimate 60%) recovery
in the event of payment default.

The preliminary ratings are based on a proposed capital structure,
once the planned refinancing and acquisition transaction are
completed. The final ratings will depend on S&P's receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary rating should not be construed as
evidence of the final rating. If S&P Global Ratings does not
receive final documentation within a reasonable time frame, or if
final documentation departs from materials reviewed, S&P reserves
the right to withdraw or revise its ratings. Potential changes
include, but are not limited to, utilization of loan proceeds,
maturity, size and conditions of the facilities, financial and
other covenants, security, and ranking.

S&P said, "Our preliminary 'B' rating on MB is supported by the
company's business position as a maker of aero-engine components
for leading global engine manufacturers. Pro-forma for the
acquisition of Asian Compressor Technology Services (ACTS), it
supplies both commercial aerospace (60% of revenues) and defense
(29%) end-markets, as well as gas turbines (8%). MB's parts are
included in 85 different engine platforms, across several
purchasing points in different locations for each major customer.
Revenues are supported across the engine lifecycle with parts for
new engines in production (around 60% of revenues), as well for
existing engines no longer in production (around 20%) and
aftermarket repairs (around 20%). MB has long-standing contractual
relationships with key customers and for about 80% of its revenues,
acts as the sole supplier. The 10 largest platforms by volume
account for 46% of revenues and no more than 8% for any one
platform. MB's management expects that next generation engines will
make up 20% of revenues by 2020. Long certification processes also
support the business. MB demonstrates historical S&P Global
Ratings-adjusted EBITDA margins of 14%-16%, which we expect to rise
to around 19% due to the ACTS acquisition. This compares well with
other component manufacturers."

MB is a small, niche market player whose customers are far larger
and stronger, which creates an imbalance of pricing and bargaining
power. S&P said, "We view this as constraining MB's business risk
profile. This challenge is exacerbated by MB's high degree of
customer concentration; Pratt & Witney accounts for 63% of MB's
sales so far in 2017. Other key customers are Rolls-Royce and
General Electric, which combined account for a further 24%. This
exposes MB to the risk that a reduction in business from just a few
key customers could hurt the business. MB's business model also
operates a make-to-print strategy, which we see as less value
adding than risk-sharing models, increasing the risk of switching.
However, this reduces the required level of research and
development spending."

S&P said, "Our assessment of MB's financial risk profile is
constrained by its highly leveraged capital structure. On an S&P
Global Ratings-adjusted basis, pro forma for the transaction at
year-end 2018, we expect MB's ratios of debt to EBITDA and funds
from operations (FFO) to debt to be about 6.9x and 9%,
respectively, improving slightly in 2019. We envisage negative free
operating cash flow (FOCF) in 2018, becoming positive in 2019. We
see MB as likely to make further bolt-on acquisitions to support
business growth. We make limited adjustments to MB's reported debt
and EBITDA figures."   

In S&P's base-case scenario:

-- Demand for MB's engine components will be supported by higher
production volumes by key customers and the sizable aircraft
backlogs of airframe manufacturers Airbus and Boeing.

-- S&P expects MB's revenues to increase by about 25% in 2018 due
to growth in its own business and due to the ACTS acquisition, with
more modest annual growth thereafter.

-- S&P expects EBITDA margins to increase to about 19% in 2018,
and stabilize at this level.

-- S&P see modest working capital outflows, and higher levels of
capital expenditure (capex) during the next couple of years.
Negative FOCF in 2018, becoming positive in 2019.

-- Given past acquisition-led growth, we envisage future modest
transactions. No dividend payments are assumed.

Based on these assumptions, S&P arrives at the following credit
measures:

-- Debt to EBITDA of 6.9x in 2018 declining to about 6.4x in
2019.

-- FFO to debt of around 9%.

-- FFO cash interest cover of around 2.5x.

U.S.-incorporated and jointly headquartered in the U.K. and the
U.S., MB supplies metallic aero-engine parts to major aero-engine
manufacturers. The company provides a wide variety of engine
components such as casings, fabricated assemblies, and rotating
components for a wide range of different engines. MB also provides
repair as well as sales of aftermarket components. MB's
manufacturing plants are in the U.S., the U.K., and Poland
and--following the acquisition of ACTS, expected to close in early
2018--in Taiwan. In 2016, MB had revenues of $234 million.

MB's acquisition of ACTS will cost up to $115 million (including
$20 million upfront royalty payments and potential earn-out
payments of $30 million over three years). ACTS provides repair and
maintenance services for aero-engines. Since 2015, MB has been
owned by Blackstone Capital Partners, which we regard as a
financial sponsor.

S&P said, "The stable outlook reflects our expectations that MB
will maintain debt to EBITDA of above 5x while improving EBITDA
margins to around 19% during the 12 months after the transaction
closes. We expect an FFO cash interest coverage ratio of above 2x.

"We could downgrade MB if its FFO cash interest coverage ratio
decreases to below 2x because of operational setbacks or
debt-financed acquisitions. We could also take a negative rating
action if MB's profitability--measured by its EBITDA
margin--declined below 15%, or its ratio of debt to EBITDA was
weaker than 7x.

"While unlikely, we could consider a positive rating action if MB
materially diversified its portfolio of customers and maintained
positive FOCF. A ratio of debt to EBITDA sustainably stronger than
5x, as well as a supportive financial policy, could also lead us to
raise the rating."


MCCLATCHY CO: Vijay Ravindran Named to Board Of Directors
---------------------------------------------------------
McClatchy announced the appointment of Vijay Ravindran to its board
of directors, effective Jan. 1, 2018.

Ravindran is an accomplished entrepreneur and technology executive
with experience in online retail at Amazon and the news media
industry for The Washington Post Company.  He is currently
co-founder and CEO of Floreo, a venture-backed start-up developing
virtual reality therapy for children with social and communication
delays.

"It is truly an honor to join the Board of McClatchy," said
Ravindran.  "I look forward to working with the Board to ensure a
rich future for local news."

"We are excited to welcome Vijay to the Board of Directors," said
McClatchy President and CEO Craig Forman.  "Vijay's understanding
of the essential role of local journalism, coupled with his broad
technology and leadership experience, will contribute significantly
to our business growth and digital transformation."

Ravindran's career spans digital commerce and news media.  He
joined Amazon in 1998 when the company sold books and music.  He
later served as director of the ordering department at Amazon and
led the team that launched Amazon Prime.  As chief digital officer
for The Washington Post Company, he founded WaPo Labs and oversaw
the development of over a dozen products in digital news and
launched Washington Post Social Reader and Trove, a personalized
news web application.

He is an engineering graduate of the University of Virginia and
serves on the Board of the Lenfest Institute, which develops and
supports sustainable business models for local journalism.

With the appointment of Ravindran, McClatchy's board of directors
now consists of twelve members, including three Class A directors
and nine Class B directors.

                       About McClatchy

McClatchy operates 30 media companies in 14 states, providing each
of its communities with news and advertising services in a wide
array of digital and print formats.  McClatchy is a publisher of
iconic brands such as the Miami Herald, The Kansas City Star, The
Sacramento Bee, The Charlotte Observer, The (Raleigh) News &
Observer, and the (Fort Worth) Star-Telegram.  McClatchy is
headquartered in Sacramento, Calif., and listed on the New York
Stock Exchange American under the symbol MNI.

McClatchy reported a net loss of $34.19 million for the year ended
Dec. 25, 2016, compared to a net loss of $300.2 million for the
year ended Dec. 27, 2015.  As of Sept. 24, 2017, the Company had
$1.51 billion in total assets, $1.77 billion in total liabilities
and a stockholders' deficit of $258.65 million.

                          *     *     *

McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating.  In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow.  McClatchy's Caa1 Corporate Family Rating
reflects persistent revenue pressure on the company's newspaper and
print operations, reliance on cyclical advertising spending, and
its high leverage including a large underfunded pension.


MEDONE HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Medone Healthcare, LLC
        P.O. Box 24757
        Tempe, AZ 85282-4757

Business Description: Based in Tempe, Arizona, Medone Healthcare,
                      LLC, is a provider of home health care
                      services including: wound, infusion,
                      ventilators, powered mobility, enteral,
                      urology, respiratory, sleep and durable
                      medical equipment.  The company is
                      accredited by the nationally recognized HQAA
                      (Healthcare Quality Association on
                      Accreditation).  Visit
                      https://www.medoneaz.com for more
                      information.

Chapter 11 Petition Date: December 6, 2017

Case No.: 17-14457

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

Judge: Hon. Paul Sala

Debtor's Counsel: Joseph E. Cotterman, Esq.
                  JENNINGS, STROUSS & SALMON, P.L.C.
                  One East Washington Street, Suite 1900
                  Phoenix, AZ 85004-2554
                  Tel: 602-262-5949
                  Fax: 602-495-2645
                  Email: jcotterman@jsslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Stephan Kindt, 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/azb17-14457.pdf


MERCER INT'L: Moody's Rates New $300MM Sr. Unsecured Notes B1
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Mercer
International Inc.'s new $300 million senior unsecured notes
offering. The net proceeds, along with cash on hand, will be used
to repurchase the $300 million of the company's existing $400
million 7.75% senior unsecured notes due 2022. The company's Ba3
corporate family rating, Ba3-PD probability of default rating and
SGL-1 liquidity rating are unchanged. The outlook is stable.

"Mercer's existing ratings are unchanged as the transaction is
leverage neutral, however, the refinancing extends out maturities
while lowering the company's cost of capital", said Ed Sustar,
Moody's Senior Vice President.

Assignments:

Issuer: Mercer International Inc.

-- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD4)

RATINGS RATIONALE

Mercer's Ba3 CFR is primarily driven by its leading global market
position in northern bleached softwood kraft (NBSK) pulp, the
stability provided by material energy and chemical earnings, the
diversity of three pulp mills and a sawmill, the volatility of pulp
prices and expected mid-cycle leverage under 4x times. Mercer's
financial performance is significantly influenced by the volatile
demand and pricing for market pulp, which is strongly impacted by
demand from China and new global supply. Operating margins have
fluctuated significantly over the past several years due to the
cyclical nature of the fragmented pulp industry, as well as foreign
exchange fluctuations (with pulp sales denominated in US$ and with
assets located in Canada and Germany). Mercer's sale of the excess
energy it generates represents about 40% of EBITDA and mitigates
pulp price volatility. Mercer's financial leverage is expected to
be about 3.8x over the next 12 to 18 months as pulp prices decline
towards long term averages.

Mercer's has strong liquidity (SGL-1), supported by US$157 million
in cash (September 2017) and about US$180 million of unused
availability under four credit facilities totaling about US$210
million (with Euro 5 million maturing 2018 and the rest maturing
between 2019 and 2022). Moody's expect break-even free cash flow
generation in 2018 given higher than normal capital expenditure
levels. Mercer does not have any debt maturities over the next
several years and Moody's expect the company to remain well within
its covenants. The company's fixed assets are unencumbered, which
might provide alternate liquidity if needed.

The stable rating outlook reflects Moody's expectation that Mercer
will be able to maintain good operating performance and liquidity
through volatile industry conditions. Mercer's credit protection
measures are expected to weaken slightly over the next 12 to 18
months as NBSK prices decline (as the ramp-up of new pulp capacity
exceeds demand growth) and as Mercer's largest pulp mill (Stendal)
undergoes its scheduled maintenance outage (every 18 months).

The ratings may be upgraded if the company is expected to maintain
strong liquidity and mid-cycle leverage around 3.0x (3.2X LTM
September 2017).

The ratings may be downgraded if liquidity is expected to weaken
materially and mid-cycle leverage is expected to exceed 4.0X (3.2X
LTM September 2017).

The principal methodology used in these ratings was Global Paper
and Forest Products Industry published in October 2013.

Mercer International, Inc. is a leading producer of northern
bleached softwood kraft (NBSK) pulp through two mills in Germany
and one in British Columbia, Canada. In April 2017, the company
acquired one of Germany's largest sawmills. Incorporated in the
State of Washington and headquartered in Vancouver, B.C., Mercer is
a public company that generated approximately US$1 billion of
revenue for the twelve months ended September 2017.


MERCER INT'L: S&P Rates New US$300MM Sr. Unsecured Notes BB-
------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' issue-level rating
and '3' recovery rating to Mercer International Inc.'s proposed
US$300 million senior unsecured notes due 2026. The proposed notes
will rank pari passu with the existing 2022 and 2024 senior
unsecured notes. The '3' recovery rating reflects S&P's expectation
for meaningful (50%-70%; rounded estimate 50%) recovery in the
event of default.

The company intends to use note proceeds, along with cash on hand,
to redeem US$300 million of its US$400 million senior unsecured
notes outstanding, due 2022. S&P expects the transaction will
improve Mercer's debt maturity profile further supporting S&P's
strong liquidity profile on the company.

S&P said, "Our ratings on Mercer are unchanged, including our 'BB-'
long-term corporate credit rating with a stable outlook. The
corporate credit rating primarily reflects the company's limited
product and asset diversity and exposure to volatile pulp prices.
The rating also incorporates Mercer's favorable cost position,
operating large and well-capitalized mills while being net energy
producers. We expect the company to generate adjusted
debt-to-EBITDA in the low 3x area in 2018 supported by strong pulp
prices we believe will remain near current levels over the next
year."  

RATINGS LIST

  Mercer International Inc.
   Corporate credit rating                   BB-/Stable/--

  New Rating Assigned
   US$300 million sr unsecured notes         BB-
   due 2026
    Recovery rating                          3(50%)


NAVITAS MIDSTREAM: S&P Assigns 'B' CCR, Outlook Stable
------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term corporate credit
rating to Woodlands, Texas-based Navitas Midstream Midland Basin
LLC. The outlook is stable.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '2' recovery rating to the company's $350 million senior
secured term loan due 2024. The '2' recovery rating indicates
lenders can expect substantial (70%-90%; rounded estimate: 75%)
recovery in a default scenario.

"Our 'B' corporate credit rating on Navitas Midstream Midland Basin
LLC reflects our view of the company's highly leveraged financial
risk profile and vulnerable business risk profile. We expect
Navitas to have elevated credit metrics in 2018, but improving in
2019 as volumes and cash flows increase. The company's business
risk profile is driven by its small scale of operations, lack of
geographic diversity, and exposure to volumetric risk, as well as
its position in the highly economic Midland Basin.

"The stable outlook reflects our expectation that Navitas will
continue to build-out its natural gas gathering and processing
assets in the highly cost competitive Midland Basin. We expect the
company to use its cash balance (at close of the proposed
refinancing) to fund approximately $170 million of capital spending
in 2018 related to well connects, processing plants, and
compression. We expect system volume throughput to expand as
projects under construction come online, but leverage will remain
elevated in 2018, with debt to EBITDA of about 9x. However, we
expect leverage to come down significantly in 2019 due to
increasing volumes and cash flows.

"We could consider a negative rating action if we expected debt to
EBITDA to stay above 6x by 2019, which would likely be due to
lower-than-expected volumes and delays in projects coming online.
In addition, we could consider a negative rating action if we no
longer viewed the company's liquidity as adequate.

"We could consider a positive rating action if the company
continued to increase its size and scale and diversity in the
Midland Basin, executed its growth projects, and maintained debt to
EBITDA below 5x on a sustained basis."


NORTHSTAR OFFSHORE: Still Settling Former Investment Banker Claims
------------------------------------------------------------------
Northstar Offshore Group, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of Texas a second amended disclosure
statement, dated Nov. 21, 2017, for its second amended plan of
liquidation.

This latest filing provides that following the termination of M1
Energy Capital Management Services, LLC as the Debtor's investment
banker, M1 claimed that it was owed monthly work fees of $40,000
for the months of December 2016 through March 2017 as well as a
3.5% success fee on DIP financing, which the Bankruptcy Court
calculated as $250,000. At the time the Debtor ended its engagement
of M1, it had paid it $219,350. The Debtor thereafter filed an
Emergency Motion Under Rule 9019 for Authority to Enter Into a
Settlement Agreement and Mutual Release with M1 Energy Capital
Management, LLC and an Amended Proposed Settlement Agreement
Between the Debtor and M1 in order to settle open compensation
issues.

The Debtor thereafter filed an Emergency Motion Under Rule 9019 for
Authority to Enter Into a Settlement Agreement and Mutual Release
with M1 Energy Capital Management, LLC and an Amended Proposed
Settlement Agreement Between the Debtor and M1 in order to settle
open compensation issues. M1 continues to seek payment for monthly
work fees for the months of December 2016 through March 2017 and a
3.5% success fee associated with funds drawn under the DIP Orders.
The Debtor believes that its prior payment of $291,350 represents
full and final satisfaction of all amounts owed to M1 and that no
further amounts are payable.

The latest plan also provides that the general unsecured claim is
now $0 to $62,711,869 instead of $301,737,051 to $377,171,314 as
provided in the previous plan.

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

     http://bankrupt.com/misc/txsb16-34028-968.pdf

                 About Northstar Offshore Group

Northstar Offshore Group, LLC, is an independent oil and gas
exploration and production company that focuses on acquisition and
recompletion, development drilling, and low-risk exploration in the
waters of the Gulf of Mexico.

Three creditors filed an involuntary Chapter 11 petition against
Northstar Offshore Group on Aug. 12, 2016.  The petitioning
creditors are Montco Oilfield Contractors, LLC, Alliance Offshore,
LLC, and Alliance Energy Services, LLC.  The creditors are
represented by DLA Piper (US) LLP.

On Dec. 2, 2016, the Debtor agreed to convert the involuntary case
to a voluntary case by filing a voluntary Chapter 11 petition
(Bankr. S.D. Tex. Case No. 16-34028).  Lydia T. Protopapas, Esq.,
at Winston & Strawn LLP serves as the Debtor's legal counsel.

On Dec. 19, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired DLA
Piper LLP as legal counsel, and FTI Consulting, Inc., as financial
advisor.


ON FIRE FAMILY: Taps Ferikes & Bleynat as Legal Counsel
-------------------------------------------------------
On Fire Family Church, Inc., seeks approval from the U.S.
Bankruptcy Court for the Western District of North Carolina to hire
Ferikes & Bleynat, PLLC, as legal counsel.

The firm will assist the Debtor in real estate matters, and will be
paid $195 per hour for the services of its attorneys and $75 per
hour for paralegal services.

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

Ferikes & Bleynat can be reached through:

     Jane Dearwester, Esq.
     Ferikes & Bleynat, PLLC
     48 Patton Avenue, Suite 300
     Asheville, NC 28801
     Phone: 828-251-1588

The Debtor is represented by:

     Benson T. Pitts, Esq.
     Pitts, Hay & Hugenschmidt, P.A.
     14 Clayton Street
     Asheville, NC 28801
     Tel: 828-255-8085
     Fax: 828-251-2760
     Email: ben@phhlawfirm.com
     Email: firm@phhlawfirm.com

                 About On Fire Family Church Inc.

On Fire Family Church, Inc. is a privately-held company in Murphy,
North Carolina, categorized under churches.  It owns a fee simple
interest in a 15,544-square-foot church building valued at
$1,455,090 and a fee simple interest in a 0.96-acre unimproved lot
valued at $48,000.  It is a small business Debtor as defined in 11
U.S.C. Section 101(51D).

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D.N.C. Case No. 17-20079) on August 11, 2017.  Adam
Gates, president, signed the petition.  

At the time of the filing, the Debtor disclosed $1.56 million in
assets and $687,929 in liabilities.  

Judge George R. Hodges presides over the case.


OWENS-ILLINOIS INC: S&P Affirms 'BB' CCR & Alters Outlook to Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on
Perrysburg, Ohio-based  Owens-Illinois Inc. and revised the outlook
on the rating to stable from negative.

S&P said, "At the same time, we assigned our 'BB' issue-level
rating and '3' recovery rating to the proposed $310 million senior
unsecured notes to be issued by OI European Group B.V. The '3'
recovery rating indicates our expectation for meaningful (50%-70%;
rounded estimate: 65%) recovery for lenders in the event of a
payment default. Proceeds will be used to fully repay all amounts
outstanding on the company's euro-denominated term loan A facility.
While our analysis suggests a full recovery on OI European's notes,
we cap our recovery rating on unsecured debt issued by companies
that we rate in the 'BB' category. The cap reflects the heightened
risk that 'BB' rated companies may change their capital structures
in ways that could impair unsecured recovery prospects.

"Concurrently, as a result of the notes issuance, we lowered our
issue-level rating on Owens-Illinois' senior secured credit
facility to 'BB+' from 'BBB-' based on a revision in the recovery
rating on this debt to '2' (70%-90%; rounded estimate: 75%) from
'1'. This revision reflects a reduction in estimated collateral
value available to the facility due to the repayment of the
European term loan. The loan had a priority claim against the
non-U.S. enterprise value (EV) and the increase in structurally
senior European unsecured notes, which reduces the value of equity
available to U.S. creditors.  

"In addition, we affirmed all of our other existing issue-level and
recovery ratings on Owens-Illinois.

"The outlook revision reflects Owens-Illinois' improved credit
metrics resulting from debt reduction and reflects our expectation
that Owens-Illinois will continue to successfully execute around
efforts to improve its operating efficiency and reduce costs. This
should permit the company to expand EBITDA margins and increase
free cash flow generation.

"The stable outlook reflects our expectation that Owens-Illinois
will continue to execute efforts to improve its operating
efficiency and reduce costs, and that relatively stable demand for
its glass containers, stemming from its food and beverage end
markets, should permit the company to expand EBITDA margins and
increase free cash flow generation. It also reflects our
expectation that Owens-Illinois will continue to prioritize this
increased free cash generation for debt reduction to support the
deleveraging that management remains committed to and that we
expect for the current rating, including adjusted debt to EBITDA
below 5x over the next 18-24 months.

"We could lower our ratings on Owens-Illinois if the recent
improvement in the company's credit measures tempers, and we see
limited prospects for the company to sustain S&P Global
Ratings-adjusted debt to EBITDA of 5x or better. This could occur
as a result of reduced demand for glass packaging due to changing
consumer preferences, operational missteps that would result in
declining revenues and or margin deterioration, or
higher-than-expected cash outflows, which would limit debt
reduction.

"While not expected over the next 12 months, as the ratings factor
in the company's slightly elevated leverage, we could raise our
rating on Owens-Illinois if improved earnings, as shown by
continued stable underlying operating performance, and debt
reduction with improved profitability and cash flows result in S&P
Global Ratings-adjusted debt to EBITDA of 5x or better on a
sustained basis."


OXBOW CARBON: S&P Affirms 'B+' CCR, Alters Outlook to Positive
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Oxbow Carbon LLC and revised the outlook to positive from stable.

S&P said, "At the same time, we assigned our 'BB-' issue-level
rating to the company's proposed first-lien debt (includes $325
million revolving credit facility due 2022, $100 million term loan
A due 2022 and $575 million first-lien term loan B due 2023). The
recovery rating is '2', indicating our expectation of substantial
(70%-90%, rounded estimate: 75%) recovery for lenders in the event
of a payment default.

"We also assigned our 'B' issue-level rating to the company's
proposed $175 million second-lien term loan B due 2024. The
recovery rating is '5', indicating our expectation of modest
(10%-30%; rounded estimate: 25%) recovery in the event of default.

"The rating affirmation reflects our expectation that Oxbow will
successfully complete its refinancing and eliminate its near-term
debt maturities. Our outlook revision to positive reflects our
expectation for Oxbow to achieve modest deleveraging over the next
year, with debt to EBITDA close to 4x by the end of 2018. Our
positive outlook on the company further takes into account our view
that cash flows should improve over at least the next year, due to
a positive pricing environment, sparked by higher demand for
calcined coke.

"The positive outlook reflects our expectation that the company
will continue to lower adjusted leverage over the next 12 months
capitalizing on improved calcined coke prices and lowering
operating expenses.

"We could raise the rating on Oxbow if the company's adjusted
leverage approached 4x on a sustained basis. Under this scenario,
we would expect the price of calcined coke price to increase by at
least 15% from current levels. We would also expect the company to
generate at least $120 million in operating cash flow and have
sufficient discretionary cash flow for debt repayment after
mandatory amortizations and non-controlling interest
distributions.

"Although less likely, over the next 12 months, we could revise the
outlook to stable if weakness in the global petroleum, calcined
coke, and energy end markets caused weaker than expected cash flows
that result in leverage rising above 5x on a sustained basis. Under
this scenario we expect the price of calcined coke to decline by
about 20% from current levels. This could also happen if adjusted
debt is at least $200 million higher than our expectations, which
could occur due to a debt financed acquisition or dividend to
shareholders."


PAL HEALTH: Taps Rafool Bourne as Legal Counsel
-----------------------------------------------
PAL Health Technologies, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of Illinois to hire
Rafool, Bourne & Shelby, P.C. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; and provide other legal
services related to its Chapter 11 case.

Rafool will charge an hourly fee of $300.  Prior to the petition
date, the firm received a $30,000 retainer from the Debtor.

The firm and its attorneys neither hold nor represent any interest
adverse to the Debtor, according to court filings.

Rafool can be reached through:

     Sumner A. Bourne, Esq.
     Rafool, Bourne & Shelby, P.C.  
     411 Hamilton Blvd., Suite 1600
     Peoria, IL 61602
     Phone: (309) 673-5535
     Fax: (309) 673-5537
     Email: sbnotice@mtco.com

                 About PAL Health Technologies Inc.

Based in Pekin, Illinois, PAL Health Technologies, Inc., is a
manufacturer of prescription orthotic.  Since 1976, PAL has
provided a complete line of prescription ankle braces and
gauntlets, prescription diabetic/accommodative inserts, therapeutic
shoes as well as a number of off-the-shelf corrective and
preventative foot devices to a multitude of foot care practitioners
of various medical disciplines.

PAL Health Technologies sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Ill. Case No. 17-81712) on November
30, 2017.  Kimberly S. Chaney, general manager, 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 Thomas L. Perkins presides over the case.


PARETEUM CORP: Closes Public Offerings of Common Stock & Warrants
-----------------------------------------------------------------
Pareteum Corporation closed on its previously announced concurrent
public offering of common stock and private offering of warrants
for gross proceeds of $6,579,054.  The public offering was a shelf
takedown off of its registration statement on Form S-3 (File No.
333-213575).  Both offerings were conducted pursuant to a
securities purchase agreement, with select accredited investors,
and a placement agency agreement, between the Company and Dawson
James Securities, Inc., the placement agent on a best-efforts basis
with respect to the offerings, that were entered into on Dec. 1,
2017.  The Company sold 7,151,146 shares of common stock at a
purchase price of $0.92 per share, as well as five-year warrants to
purchase an aggregate of 7,151,146 shares of common stock, first
exercisable six months from the date of issuance at an exercise
price of $1.09 per share.  The material terms of the offerings are
described in a prospectus supplement which was filed by us with the
Securities and Exchange Commission pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, on Dec. 1, 2017.  The
Placement Agreement contains customary representations, warranties
and agreements by the Company and the Placement Agent. The Company
also agreed in the Placement Agreement to indemnify the Placement
Agent against certain liabilities.

                        About Pareteum

New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known
as Elephant Talk Communications, Inc. -- http://www.pareteum.com--
is an international provider of business software and services to
the telecommunications and financial services industry.

Squar Milner, LLP, in Los Angeles, California, issued a "going
concern" qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2016, citing that the
Company has suffered recurring losses from operations, has an
accumulated deficit of $287,080,234 and has negative working
capital.  This, according to the auditors, raises substantial doubt
about the Company's ability to continue as a going concern.

Pareteum incurred a net loss of $31.44 million for the year ended
Dec. 31, 2016, following a net loss of $5 million for the year
ended Dec. 31, 2015.  The Company's balance sheet as of Sept. 30,
2017, showed $10.28 million in total assets, $15.16 million in
total liabilities and a total stockholders' deficit of $4.87
million.


PETER SZANTO: 9th Cir. Affirms Dismissal of Ch. 11 Bankruptcy Case
------------------------------------------------------------------
In the appeals case PETER SZANTO, Plaintiff-Appellant, v. UNITED
STATES TRUSTEE, RENO; et al., Defendants-Appellees, No. 15-17410
(9th Cir.), the U.S. Court of Appeals, Ninth Circuit, affirmed the
district court's order affirming the bankruptcy court's order
dismissing Peter Szanto's chapter 11 bankruptcy case.

Contrary to Szanto's contentions, the bankruptcy court did not err
by dismissing the case while Szanto's motion to disqualify under 28
U.S.C. section 144 was pending. [S]ection 144 applies only to
district court judges and not to bankruptcy court judges. Rather,
bankruptcy court judges are subject to recusal only under 28 U.S.C.
section 455. The appeals court also rejects as unsupported by the
record Szanto's contentions concerning bias of the bankruptcy judge
or that the judge's impartiality might reasonably be questioned.

The Ninth Circuit's Nov. 21 Memorandum is available at
https://is.gd/t1RcH6 from Leagle.com.

Peter Szanto filed a Chapter 11 petition (Bankr. D. Nev. Case No.
13-51261) on June 25, 2013.



PETROLIA ENERGY: Will Acquire Bow Energy in All-Stock Transaction
-----------------------------------------------------------------
Petrolia Energy Corporation has executed a definitive binding
arrangement agreement with Bow Energy Ltd.  Bow Energy Ltd. is a
Canadian based oil and natural gas company trading on the TSX
Venture Exchange holding over 948,000 net acres onshore North
Sumatra, Indonesia which is one of the world's most prolific oil
and gas basins.  Bow's acreage consists of interests in five
production-sharing contracts (PSCs) and one Joint Study Agreement
(JSA) with the Indonesian government.  The assets are close to
existing infrastructure and the city of Medan which is the largest
city in North Sumatra.

The Agreement sets out the terms and conditions pursuant to which
Petrolia will acquire through an all-stock transaction the entire
issued and outstanding common shares of Bow.  Bow will distribute
the common shares of Petrolia it receives to Bow shareholders on
the basis of 1.15 Petrolia shares for each common share held in
Bow.  Bow warrant holders will be entitled to receive, upon
exchange of their securities, the equivalent number of Petrolia
warrants.  Following the completion of the Arrangement, Bow will be
a wholly owned subsidiary of Petrolia.

James Burns, president of Petrolia, commented: "We are delighted to
have concluded this agreement with Bow which has a portfolio of
high quality strategically located natural gas projects in North
Sumatra.  We believe the value of Bow's projects has not been fully
recognized by the TSX-V market and is a significant growth
opportunity for Petrolia."

The Arrangement will be implemented by way of a Plan of Arrangement
under the Business Corporations Act (British Columbia) and is
subject to a number of potential conditions.  A full-text copy of
the Arrangement Agreement is available for free at:

                     https://is.gd/nCeViw

                     About Petrolia Energy

Headquartered in Houston, Texas, Petrolia Energy Corporation,
formerly known as Rockdale Resources Corporation, is an oil and gas
exploration, development, and production company.  With operations
in Texas, Oklahoma and New Mexico, the Company focuses on
redeveloping existing oil fields in well-established oil rich
regions of the U.S., employing industry-leading technologies to
create added value.  More information about Petrolia is available
at www.petroliaenergy.com.

Petrolia Energy reported a net loss of $1.87 million on $321,000 of
total revenue for the year ended Dec. 31, 2016, compared with a net
loss of $1.85 million on $188,000 of total revenue for the year
ended Dec. 31, 2015.  As of Sept. 30, 2017, Petrolia Energy had
$13.49 million in total assets, $1.89 million in total liabilities
and $11.59 million in total stockholders' equity.

MaloneBailey, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that Petrolia Energy has incurred losses from operation
since inception and has a net working capital deficiency.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


PFS HOLDING: S&P Lowers CCR to 'CCC+', Outlook Negative
-------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Easton,
Pa.-based PFS Holding Corp. to 'CCC+' from 'B-'. The outlook is
negative.

S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured first-lien term loan to 'CCC+' from
'B-'. The recovery rating on the first-lien term loan remains '3',
reflecting our expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a default. We also lowered
our issue-level rating on the company's senior secured second-lien
term loan to 'CCC-' from 'CCC'. The recovery rating on the
second-lien term loan remains '6', reflecting our expectation for
negligible (0%-10%; rounded estimate: 0%) recovery in the event of
a default. Reported debt outstanding as of Sept. 30, 2017, was
about $463 million.

"The downgrade reflects continued underperformance and our view
that PFS' weak free cash flow can no longer support its highly
leveraged capital structure over the long term. It further
incorporates refinancing risk given that its $85 million ABL (with
about $51 million borrowed as of Sept. 30, 2017) matures in January
2019. We currently believe the company will successfully renew the
ABL given the significant overcollateralization, but given its
reliance on the facility to support liquidity needs, an inability
to complete an extension would likely lead to a liquidity crisis.
We expect free cash flow will be close to breakeven in 2018
resulting in continued high ABL borrowings and leverage sustained
well above 10x.

"The negative outlook reflects the potential for a lower rating
over the next six to 12 months if we believe the potential for a
default has increased.

"We could lower the rating over the next six months if the company
does not extend its ABL on satisfactory terms. We could also lower
the rating if we anticipate other default scenarios, such as a
violation of its fixed charge covenant should it spring, if we
believe PFS will consider a distressed exchange over the next 12
months, or if we believe free cash flow will remain negative."

A lower rating could be precipitated by one or more sizable retail
customers switching to direct delivery from manufacturers, if the
company ineffectively manages costs associated with its key
operational initiatives, or if its core independent retail customer
base begins to experience accelerated market-share losses to large
retailers and e-commerce firms with which the company does not have
business.

S&P could revise the outlook to stable if free cash flow turns
positive and sales and profit trends stabilize, and if the company
improves and sustains leverage well below 10x. This could occur if
the company's ecommerce platform drives incremental sales for its
retail customers, if independent store market share declines do not
accelerate, and the company is successful maintaining business with
dropship customers despite the increased risk of disintermediation.


PINPOINT WAREHOUSING: Hires GreerWalker as Financial Advisor
------------------------------------------------------------
Pinpoint Warehousing, LLC, seeks authority from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ
GreerWalker LLP as financial advisor.

GreerWalker's current hourly rates are:

      Wiliam A. Barbee, Esq.    $425
      Consultants           $75-$450

Mr. Barbee, Partner of Litigation and Forensic Services of
GreerWalker LLP, attests that his firm does not hold or represent
any interest adverse to the Debtor’s estate, and GreenWalker is a
disinterested person as that phrase is defined in section 101(14)
of the Bankruptcy Code.

The Advisor can be reached through:

     Wiliam A. Barbee
     GreerWalker LLP
     Carillon Building
     227 W. Trade St., Suite 1100
     Charlotte, NC 28202
     Phone: 704-377-0239
     Email: andy.barbee@greerwalker.com

            About Pinpoint Warehousing, LLC

Pinpoint Warehousing, LLC, f/k/a Pinpoint Warehousing, Inc.
--http://goppw.com-- is a privately held full-service warehousing
company based in Charlotte, North Carolina. With over 30 years of
experience, the Debtor provides streamlined warehousing, contract
packaging, distribution, and order fulfillment processes to a wide
variety of businesses across multiple industries. Serving Fortune
500, mid-sized, and start up companies, Pinpoint Warehousing offers
total warehousing packages as well as individual services.

Pinpoint Warehousing filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.C. Case No. 17-31701) on Oct. 17, 2017, estimating
its assets at up to $50,000 and liabilities at between $1 million
and $10 million. The petition was signed by Harvey Gantt, president
and CEO.

Judge Laura T. Beyer presides over the case.

Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, serves as
the Debtor's bankruptcy counsel.


PJ REAL ESTATE: Christ Apostolic Buying Bowie Property for $400K
----------------------------------------------------------------
PJ Real Estate, LLC, asks the U.S. Bankruptcy Court for the
District of Maryland to authorize the sale of real property known
as 5710 Woodcliff Road, Bowie, Maryland, to Christ Apostolic Church
Liberty Center for $400,000.

The Debtor owns two side by side parcels of real estate in a
commercial condominium complex in Bowie, Maryland, under the
business name PJ Real Estate, LLC.  It leases the space to its
principals' other business entity, doing business as Porcelain Tub,
which is a bath and tub restoration enterprise.

The Debtor proposes to split the sale of these combined and
neighboring condominium units into two separate sales, which should
hopefully bring in more money than is owed to its creditors.
Specifically, its proposes to sell the Property at a purchase price
of $400,000, with $40,000 earnest money, pursuant to the Commercial
Contract of Sale Agreement with the Buyer.  The sale of the
Property is being made free and clear of any interest in the
Property.

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

     http://bankrupt.com/misc/PJ_Real_Estate_44_Sales.pdf

The Debtor is informed and believes, and is strongly of the opinion
that this option not only is in its best interest, but also in the
best interest of his creditors, as each of them stands to be paid
either in full, or very closely thereto.

There are very few creditors: mainly, M&T Bank, the condominium
association, and the Prince George's County for unpaid property
tax.  The purchase price for one of the two units is substantially
more than half the claim by M&T Bank.  It will also satisfy one of
the property tax claims filed by Prince George's County, the IRS
Claim, and it will reduce significantly the balance owed to both
the Condominium Association and M&T Bank.

                      About PJ Real Estate

PJ Real Estate, LLC owns a parcel of commercial real estate in
Bowie, Prince George's County, Maryland.  PJ Real Estate sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md.
Case No. 17-18758) on June 27, 2017.  Paul Burns, its authorized
representative, signed the petition.  At the time of the filing,
the Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million.  The John Roberts Law Firm, PC, is the
Debtor's bankruptcy counsel.


PRECISION CASTING: Taps Arrow Partnership as Accountant
-------------------------------------------------------
Precision Casting Prototypes & Engineering Inc. seeks approval from
the U.S. Bankruptcy Court for the District of Colorado to hire
Arrow Partnership as its accountant.

The firm will assist the Debtor in the preparation of income tax
returns and will provide other accounting services related to its
Chapter 11 case.

Wendy Campbell and her associate Donna Bornhofen will charge $225
per hour and $150 per hour, respectively.  The firm will charge an
hourly fee of $100 for administrative support services.

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

The firm can be reached through:

     Wendy S. Campbell
     Arrow Partnership
     8055 East Tufts Avenue, Suite 240
     Denver, CO 80237
     Phone: 303-321-8500
     Email: info@arrowpartnership.com

                      About Precious Casting

Precision Casting Prototypes & Engineering, Inc., is a veteran
owned foundry and machine shop in Colorado serving the entire
United States.  It operates at a leased property at 7501 East
Dahlia Street in Commerce City, Colorado.

Precise Cast specializes in rapid prototyping and the precision
casting and machining of aluminum, magnesium, and zinc parts
primarily for Fortune 500 companies in the aerospace, defense,
automotive, commercial vehicle, electronic, and medical device
industries.

The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No.
16-20113) on Oct. 13, 2016.  The petition was signed by Craig R.
Reeves, president.  The Debtor is represented by Kenneth J.
Buechler, Esq., at Buechler & Garber, LLC. The case is assigned to
Judge Thomas B. McNamara.

The Debtor estimated $500,000 to $1 million in assets and $1
million to $10 million in debt at the time of the filing.

An official committee of unsecured creditors has not yet been
appointed.

On June 16, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


PREFERRED CARE: Taps Dykema Cox as Legal Counsel
------------------------------------------------
Preferred Care Partners Management Group, LP and Kentucky Partners
Management, LLC seek approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire Dykema Cox Smith as their
legal counsel.

The firm will advise the Debtors regarding their duties under the
Bankruptcy Code and will provide other legal services related to
their Chapter 11 cases.

The firm's normal hourly rates range from $210 to $640.  The
attorneys and paralegal who will be handling the cases and their
hourly rates are:

     Professional             Regional Rate  Discounted Rate
     ------------             -------------  ---------------
     Mark Andrews, Member          $640           $480
     Sandra Zamora, Member         $440           $361
     Aaron Kaufman, Member         $415           $352.75
     Jane Gerber, Associate        $315           $267.75
     Deborah Andreacchi,           $210           $178.50
        Paralegal       

Prior to the petition date, Dykema received a total of $50,000 in
fees and expenses from the Debtors for work related to the
preparation and filing of the bankruptcy cases.

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

The firm can be reached through:

     Mark E. Andrews, Esq.
     Aaron M. Kaufman, Esq.
     Jane Gerber, Esq.
     Dykema Cox Smith
     1717 Main Street, Suite 4200
     Dallas, TX 75201
     Phone: (214) 462-6400
     Fax: (214) 462-6401
     Email: mandrews@dykema.com
     Email: akaufman@dykema.com
     Email: jgerber@dykema.com

                      About Preferred Care

Headquartered in Plano, Texas, Preferred Care Partners Management
Group and Kentucky Partners operate skilled nursing care
facilities.

Preferred Care Partners Management Group, L.P., and affiliate
Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on
Nov. 13, 2017.  Travis Eugene Lunceford, manager of general
partner, signed the petition.

Judge DeWayne Hale presides over the case of Preferred Care.

Judge Stacey G. Jernigan presides over the case of Kentucky
Partners.

Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron
Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors'
bankruptcy counsel.

Preferred Care estimated its assets at between $50,000 and
$100,000, and its liabilities at between $10,000,000 and
$50,000,000.  Kentucky Partners estimated its assets at up to
$50,000 and its liabilities at between $10,000,000 and $50,000,000.


PREMIER PCS: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Premier PCS of TX, LLC
           dba Skytalk
        9537 Dyer Street, Ste. B
        El Paso, TX 79924

Business Description: Based in El Paso, Texas, Premier PCS of TX
                      provides computer maintenance and repair
                      services.

Chapter 11 Petition Date: December 6, 2017

Case No.: 17-32021

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: Hon. Christopher H. Mott

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  E. P. BUD KIRK
                  600 Sunland Park Drive, Ste.4-400
                  El Paso, TX 79912
                  Tel: (915) 584-3773
                  Fax: (915) 581-3452
                  Email: budkirk@aol.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Ahn, managing member.

A copy of the Debtor's list of 11 largest unsecured creditors is
available for free at:

     http://bankrupt.com/misc/txwb17-32021_creditors.pdf

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

          http://bankrupt.com/misc/txwb17-32021.pdf


PROTEA BIOSCIENCES: Taps Buchanan Ingersoll as Legal Counsel
------------------------------------------------------------
Protea Biosciences, Inc. and Protea Biosciences Group, Inc. seek
approval from the U.S. Bankruptcy Court for the Northern District
of West Virginia to hire Buchanan Ingersoll & Rooney PC as their
legal counsel.

The firm will advise the Debtors regarding their duties under the
Bankruptcy Code; assist in the formulation and implementation of a
plan of reorganization; and provide other legal services related to
their Chapter 11 cases.

The firm's hourly rates are:

     Christopher Schueller     Attorney      $650
     Timothy Palmer            Attorney      $550
     Mark Pfeiffer             Attorney      $495
     Erin Larabee              Attorney      $300
     Donna Curcio              Paralegal     $285

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

The firm can be reached through:

     Christopher Schueller, Esq.
     Buchanan Ingersoll & Rooney PC
     One Oxford Centre
     301 Grant Street, 20th Floor
     Pittsburgh, PA 15219-1410
     Phone: 412-562-8800
     Fax: 412-562-1041

                     About Protea Biosciences

Headquartered in Morgantown, West Virginia, Protea Biosciences Inc.
-- https://www.proteabio.com -- is a bioanalytics technology
company that provides analytical and diagnostic solutions for the
rapid and direct identification, mapping and display of the
molecules present in living cells and biological samples.

Protea Biosciences, Inc. and its affiliate Protea Biosciences
Group, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on
December 1, 2017.

At the time of the filing, Protea Biosciences disclosed $5.16
million in assets and $13.64 million in liabilities.  Protea
Biosciences Group disclosed $2.7 million in assets and $18.2
million in liabilities.

Judge Patrick M. Flatley presides over the case.  The Debtors hired
Compass Advisory Partners, LLC as their restructuring advisor.


PVH CORP: Moody's Rates New EUR500MM Sr. Unsecured Notes Ba2
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to PVH Corp.'s
proposed EUR500 million 10-year Senior Unsecured Notes. The
company's Ba1 Corporate Family Rating ("CFR"), Ba1-PD Probability
of Default Rating ("PDR"), Baa3 Senior Secured Ratings, Ba2 Senior
Unsecured Ratings, SGL-1 Speculative Grade Liquidity ("SGL")
Rating, and stable outlook remain unchanged.

The company intends to use the net proceeds from the offering,
together with revolver borrowing and cash on hand, to fund the
redemption of all of its existing $700 million 4.5% Notes due
December 15, 2022. The rating assigned to the proposed notes are
subject to receipt and review of final documentation.

"The transaction will extend debt maturities and further strengthen
PVH's natural currency hedge for its European based businesses,"
stated Moody's analyst, Mike Zuccaro. "PVH's operating performance
remains solid, led by strong growth in Calvin Klein and Tommy
Hilfiger, especially in international markets. The company
continues to maintain a balanced financial policy while generating
strong free cash flow, which Moody's expect will continue to be
used to fund growth, reduce debt and fund repurchase shares in the
coming year."

The following rating was assigned:

-- EUR500 million 10-year senior unsecured notes at Ba2 (LGD 6)

RATINGS RATIONALE

PVH's Ba1 CFR reflects the company's strong market position and
ownership of two multibillion dollar lifestyle fashion brands -
Tommy Hilfiger and Calvin Klein - with global presence and broad
lifestyle appeal. The rating reflects the company's consistent
performance as evidenced by continued strong operating margins in
the face of currency fluctuations, challenging traffic trends and
pressured wholesale landscape in North America. The company's
Heritage businesses in the men's sportswear, swimwear, and intimate
apparel categories are in mature categories however they are cash
generative with strong and consistent returns on capital. The
rating reflects the company's moderate debt burden with debt/EBITDA
of around 3.4 times and Moody's expectation that leverage will
continue to improve through earnings growth and debt reduction over
the next twelve months. Ratings are constrained by the company's
financial policy, while including both share repurchases and debt
reduction, has included meaningful debt-financed acquisitions.

The stable rating outlook reflects Moody's view that the company
will maintain moderate leverage, and absent additional acquisition
activity, will use its strong free cash flow to repurchase shares,
and potentially acquire licensed product categories and
territories. Moody's also expects the company to maintain positive
constant-currency organic sales growth for its portfolio of brands
as a whole while maintaining its high operating margins.

Ratings could be upgraded if the company demonstrates the
willingness to sustainably reduce debt and leverage, while
maintaining stability in operating performance. Quantitatively
ratings could be upgraded if debt/EBITDA was expected to be below
3.0 times and interest coverage exceeded 4.5 times. The company
would also need to meaningfully reduce its reliance on secured debt
for an upgrade into investment grade.

Ratings could be downgraded if the company's financial policies
were to become more aggressive or operating performance began to
falter. Quantitatively, ratings could be downgraded if debt/EBITDA
was sustained above 3.75 times.

Headquartered in New York, NY, PVH Corp. ("PVH") is one of the
world's largest apparel companies, with owned brands such as Calvin
Klein, Tommy Hilfiger, Van Heusen, IZOD, ARROW, Warner's, Olga,
True&Co. and Speedo, which is licensed for North America and the
Caribbean in perpetuity from Speedo International, Ltd. PVH markets
a variety of goods under these and other nationally and
internationally known owned and licensed brands. Revenues for the
twelve months ended October 29, 2017 exceeded $8.5 billion.

The principal methodology used in this rating was Apparel Companies
published in December 2017.


PVH CORP: S&P Assigns BB+ Rating on New EUR500MM Unsec. Notes
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating to PVH
Corp.'s proposed EUR500 million senior unsecured notes due 2027.
The recovery rating on this debt instrument is '3', indicating
S&P's expectation for meaningful recovery (50%-70%, rounded to 65%)
of the principal in the event of a payment default.

The company plans to use the proceeds to refinance its existing
$700 million of 4.5% senior unsecured notes due 2022. S&P expects
to withdraw its 'BB+' issue-level rating and a '3' recovery rating
on this debt following the completion of the transaction.  

Concurrently, S&P affirmed all issue-level ratings on the company's
other debt instruments.

S&P said, "Our ratings on PVH Corp. continue to reflect its strong
brand portfolio, geographic diversification, good profitability,
efficient global supply chain, and continued appetite for
acquisitions. We expect the company to end its fiscal 2017 with
debt leverage slightly below 3x."

RECOVERY ANALYSIS

Simulated Default Assumptions:

-- Simulated year of default: 2022
-- Debt service assumptions: $344 million (assumed default year
interest plus amortization)
-- Minimum capital expenditures (capex) assumptions: $163 million
-- Cyclicality adjustment: 0%
-- Operational adjustment: 15%
-- EBITDA at emergence: $582.9 million
-- EBITDA Multiple: 7.0x
-- Gross enterprise value: $4,080 million
-- Jurisdiction: U.S.

Simplified Waterfall:

-- Gross Enterprise Value: $4,080 million
-- Net Enterprise Value (after 5% admin costs): $3,876 million
-- Valuation split in % (Obligors/Non-obligors): 50%/50%
-- Value available to first-lien debt (Collateral): $3,071
million
-- Secured first-lien debt claims: $2,144 million
-- Recovery expectations: 90% to 100% (rounded to 95%)
-- Total value available to unsecured claims: $1,537million
-- Senior unsecured debt claims: $1,217 million
    --Recovery expectations: 50% to 70% cap (rounded to 65%)*

Notes: All debt amounts include six months of pre-petition
interest. *Numerical recovery based on the current capital
structure is 100%. However, S&P caps recovery on unsecured debt
issued by 'BB' rated issuers at '3' to reflect likely changes in
capital structure prior to a potential default.


QORVO INC: S&P Rates $400MM Delayed Draw Term Loan 'BB+'
--------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Greensboro, N.C.-based semiconductor
manufacturer Qorvo Inc.'s $400 million delayed draw term loan. The
'3' recovery rating reflects our expectation of meaningful
(50%-70%; rounded estimate: 55%) recovery in the event of payment
default.

S&P said, "Our corporate credit rating on Qorvo remains 'BB+' with
a stable outlook. Our ratings on Qorvo reflect the firm's high
customer concentration and significant exposure to the wireless
handset marketplace, offset by low financial leverage and
significant secular growth trends from increasing wireless data
consumption. Our stable outlook is based on our expectation that
the firm will be able to outgrow the broader analog market and
sustain adjusted leverage below 1x."

RECOVERY ANALYSIS

Key analytical factors

-- S&P assigned its '3' recovery rating to Qorvo's new senior
unsecured term loan, which is pari passu to all existing unsecured
debt.

-- All other recovery ratings are unchanged in this transaction.
S&P believes that to trigger a default scenario, Qorvo's EBITDA
would need to decline by over 70%.

-- &P's simulated default scenario contemplates a default in 2022
due to slowing smartphone sales, a failure to obtain critical 4G
design wins, and loss of several major customers.

-- S&P has valued the company on a going-concern basis utilizing a
5.0x multiple of our projected emergence-level EBITDA.

-- The 5.0x valuation multiple reflects the inherent volatility
and capital intensity of the semiconductor industry, partially
offset by Qorvo's meaningful intellectual property portfolio.

Simplified waterfall

-- Net enterprise value (after administrative costs):
approximately $915 million

-- Senior unsecured claims: approximately $1.7 billion

-- Recovery expectations: 50%-70% (rounded estimate: 55%)

RATINGS LIST

  Qorvo Inc.
   Corporate Credit Rating              BB+/Stable/--

  New Rating

  Qorvo Inc.
   $400 mil. delayed draw term loan     BB+
    Recovery Rating                     3 (55%)


QUALITY CLEANERS: Taps Wadsworth Warner as Legal Counsel
--------------------------------------------------------
Super Quality Cleaners, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Colorado to hire Wadsworth Warner
Conrardy, P.C. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.

The firm's hourly rates are:

     David Wadsworth    $400
     David Warner       $300
     Aaron Conrardy     $285
     Lacey Bryan        $200
     Paralegals         $115

Wadsworth received a retainer in the amount of $27,924.50 from the
Debtor.

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

Wadsworth can be reached through:

     David J. Warner, Esq.
     1660 Lincoln Street, Suite 2200
     Denver, CO 80264
     Phone: (303) 296-1999
     Fax: (303) 296-7600
     Email: dwarner@wwc-legal.com

                 About Super Quality Cleaners LLC

Super Quality Cleaners, LLC is a dry-cleaning plant located in
Colorado Springs, Colorado.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-20703) on November 21, 2017.  At
the time of the filing, the Debtor disclosed that it had estimated
assets and liabilities of less than $500,000.

Judge Michael E. Romero presides over the case.


REGAL ENTERTAINMENT: S&P Puts Group Ratings on Watch Negative
-------------------------------------------------------------
S&P Global Ratings placed its ratings, including the 'BB-'
corporate credit rating, on Knoxville, Tenn.-based movie exhibitor
Regal Entertainment Group and its operating subsidiary Regal
Cinemas Corp. (collectively, Regal) on CreditWatch with negative
implications.

The CreditWatch placement follows Regal's announcement that it has
entered into a definitive agreement to be acquired by U.K.-based
Cineworld Group PLC (not rated) in an all-cash transaction valued
at $23 per share, or about $3.6 billion. The total transaction
value is $5.9 billion, including the assumption of debt and net of
cash acquired. The acquisition will increase the size, scale, and
diversification of the combined company's exhibition assets, which
should provide some modest benefit in film rental and concession
negotiations. However, it is unclear whether the combined company
will be able to realize significant cost synergies and what its
overall debt leverage will be.

S&P said, "In resolving the CreditWatch placements, we will conduct
a comprehensive review of the combined company's competitive
position, leverage profile, overall financial policy, and expected
synergies. Based on this review, we will evaluate the
appropriateness of our current 4.5x adjusted leverage target for
the 'BB-' rating. Regardless of the downside leverage target, we
will then assess the company's ability and willingness to meet that
target for the rating. We could lower the ratings if we expect
leverage to increase above what we determine is an appropriate
level for a 'BB-' rating on the combined company. If the
transaction doesn't close as expected, we would likely revise the
outlook to stable and maintain our existing 4.5x leverage
threshold."


ROBERT DONEHEW: Sale of Golf Cart EZGO to McLonglin for $2K Okayed
------------------------------------------------------------------
Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern
District of Florida authorized Robert H. Donehew's sale of Golf
Cart EZGO Gas ST Sport 2 + 2 to Maureen McLonglin for $2,000.  The
Debtor will deposit the proceeds into his DIP account.

Robert Holton Donehew sought Chapter 11 protection (Bankr. N.D.
Fla. Case No. 17-50121) on  March 31, 2017.  The Debtor tapped
Charles M. Wynn, Esq., at Charles M. Wynn Law Offices, P.A., as
counsel.


RSI HOME: S&P Puts 'BB-' CCR on CreditWatch Developing
------------------------------------------------------
S&P Global Ratings placed its ratings, including its 'BB-'
corporate credit rating, on RSI Home Products Inc. on CreditWatch
with developing implications.

RSI Home Products' shareholders have approved the sale of the
company to American Woodmark for an implied value of $1.075
billion. The acquisition is expected to close in the first quarter
of 2018 and is subject to customary closing conditions. American
Woodmark will also assume approximately $589 million of RSI debt at
closing. The combined company will be managed by American
Woodmark's management team and RSI will operate as a subsidiary of
American Woodmark following the transaction.

S&P said, "In resolving our CreditWatch listing, we will assess the
financial and operating strategy of the newly combined entity as
well as RSI's status within the American Woodmark group. As a
result of our review, we could affirm, lower, or raise our ratings
on RSI Home Products."


SAILING EMPORIUM: Brawner Entitled to Parcel 13 Riparian Rights
---------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland denied William Arthur Willis and Mary Sue
Willis' motion to enforce Paragraph 15 of the order approving the
sale of a marina to the Brawner Company, Inc.

Brawner is the approved contract purchaser of a marina and the
related assets from the Willises and from The Sailing Emporium,
Inc., which itself is a debtor in Case No. 16-24498. The marina is
operated on five parcels of real property. Three of the parcels are
owned by the Willises and two are owned by Sailing. Therefore, all
three bankruptcy estates conducted the auction sale that led to the
Brawner contract, and the sale was approved in all three bankruptcy
cases.

The parties dispute the meaning of Paragraph 15 of the order
approving the sale. In a nutshell, the Willises' estates own Parcel
13, which sits along a cove of the Rock Hall Harbor adjacent to the
marina but which was not included in the sale. The Willises contend
that they agreed only that, as the owners of Parcel 13, they would
not exercise the riparian rights of Parcel 13 so as to interfere
with the operations of the marina. Brawner contends that, in
Paragraph 15, the Willises agreed to transfer to it all of the
riparian rights of Parcel 13, because those rights have been used
in the operation of the marina for more than 30 years and are
indispensable to the marina's operations.

The court first concludes that Paragraph 15 is not ambiguous. It is
a straightforward declaratory statement. It means what it says--the
Willises, as owners of Parcel 13, are conveying to Parcel 23 and
the marina any riparian rights to Parcel 13. The language was read
into the record at the sale hearing by Brawner's counsel and was
agreed to by all parties, including Mr. Willis.

In the motion to enforce Paragraph 15, the Willeses appear to
challenge the authority of Mr. Willis to act on behalf of Mrs.
Willis and her estate at the Sale Hearing. Because of her illness,
Mrs. Willis gave Mr. Willis a power of attorney dated August 3,
2017, to, among other things, dispose of all of her property. The
court is informed that the U.S. Trustee approved the power of
attorney in light of Mrs. Willis' illness and because the Willises
are married, they jointly own assets and they share the same
liabilities. At the Nov. 20 hearing, Mrs. Willis testified that she
revoked the power of attorney in favor of Mr. Willis and instead
gave it to her son, Tom, but she could not remember when she did
so. A person identified as Tom Willis was in the courtroom at the
beginning of the hearing, but left just before Mrs. Willis'
testimony. Thus, there is no testimony in the record as to when the
power of attorney in favor of Mr. Willis was revoked, and the court
finds it was not revoked prior to the Sale Hearing. Therefore, Mr.
Willis had the authority to bind Mrs. Willis' estate at the sale
hearing. If the Willises sought a different factual finding or
conclusion, it would have been a very simple matter for Tom Willis
to testify to the actual date, rather than leave a hearing that was
going to determine the disposition of rights over which he
purportedly holds a power of attorney.

In any event, the court would not accept a power of attorney that
puts a nondebtor in control of the assets of Mrs. Willis' estate. A
debtor-in-possession is a fiduciary of the estate and cannot
transfer that responsibility to a nondebtor, and certainly not
without court approval. Any purported power of attorney over estate
assets in favor of Tom Willis, which has not even been submitted in
the record, would be an unauthorized post-petition transfer and of
no force or effect.

For the foregoing reasons, the court concludes that Paragraph 15
requires that the Willises, as owners of Parcel 13, will transfer
Parcel 13's riparian rights to Brawner.

A full-text copy of Judge Catliota's Memorandum Decision dated Nov.
21, 2017, is available at:

     http://bankrupt.com/misc/mdb16-26458-240.pdf

                   About The Sailing Emporium

The Sailing Emporium, Inc., owns and operates a full service marina
located on the picturesque Eastern Shore of Maryland on eight acres
on Rock Hall Harbor in Rock Hall, Maryland.  Services include boat
sales, boat repair and restoration, electronics sales and service
and sailboat charters.  The Property also includes a marine store
and nautical gift shop.  The Property has 155 deep water slips and
20 transient slips, and the landscaped grounds and other amenities
have made this marina a point of interest in Rock Hall.

The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D.
Md. Case No. 16-24498) on Nov. 1, 2016.  The petition was signed by
William Arthur Willis, president. The Debtor estimated assets and
liabilities at $1 million to $10 million at the time of the
filing.

The case is assigned to Judge Thomas J. Catliota.

The Debtor's counsel is Lisa Yonka Stevens, Esq., at Yumkas,
Vidmar, Sweeney & Mulrenin, LLC.  The Debtor has employed Andrew
Cantor and Marcus & Millichap Real Estate Investment Services as
broker, and tapped Gary T. Mott & Associates, CPA, P.A., as
accountant.


SALMON FALLS: Plan to be Funded from Proceeds of Asset Sale
-----------------------------------------------------------
Salmon Falls Park, LLC, filed with the U.S. Bankruptcy Court for
the District of Alaska a disclosure statement describing its plan
of reorganization dated Nov. 21, 2017.

The Plan provides for liquidation of the Debtor's assets in order
to pay administrative, priority and general unsecured creditors to
the extent possible. The liquidation will be conducted by current
management over a period of time commencing on the effective date
of the Plan and terminating Sept. 30, 2019, or when all claims are
paid in full, whichever first occurs. All asset sales, net of sales
expenses, current operating expenses of the Debtor and United
States Trustee Fees, will be deposited in a separate bank account,
from which claims will be paid in the following order:
administrative claims, secured claims, and general unsecured
claims.

General unsecured creditors are classified in Class 5 under the
plan and will receive a distribution estimated at 100% of their
allowed claims in the year 2019, assuming the Debtor's estimates of
asset values can be realized.

Payments and distributions under the Plan will be funded from the
sales proceeds of Debtor's assets.

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

     http://bankrupt.com/misc/akb17-00289-35.pdf

              About Salmon Falls Park LLC

Salmon Falls Park, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Alaska Case No. 17-00289) on August 18,
2017.  Joseph R. Henri, its manager, signed the petition.

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

Judge Gary Spraker presides over the case.  David H. Bundy, P.C.
represents the Debtor as bankruptcy counsel.


SAMUEL EVANS WYLY: Sale of 2007 Subaru Forester for $7K Approved
----------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Samuel Evans Wyly's sale of a
2007 Subaru Forester Sport XT AWD Wagon for $7,000.

Following the sale, the proceeds of the sale are to be immediately
deposited in the DIP bank account pending further order of the
Court.

                         About Sam Wyly

Sam Wyly is a lifelong entrepreneur and author.  His first book,
1,000 Dollars & An Idea, is a biography that tells his story of
creating and building companies, including University Computing,
Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse.

His second book, Texas Got It Right!, co-authored with his son,
Andrew, was gifted to roughly 450,000 students and teachers,
thought leaders, and readers, and continues to be a best-seller in
its Amazon category.

Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge
ordered him to pay several hundred million dollars in a civil fraud
case.  In September 2014, a federal judge ordered Mr. Wyly and the
estate of his deceased brother to pay more than $300 million in
sanctions after they were found guilty of committing civil fraud
to hide stock sales and nab millions of dollars in profits.

On Dec. 2, 2014, the Court appointed an official committee of
unsecured creditors in the Case.


SEDGWICK INC: S&P Puts 'B' ICR on Watch Neg Amid Cunningham Deal
----------------------------------------------------------------
S&P Global Ratings said it placed its issuer and issue credit
ratings on Sedgwick Inc. and Sedgwick Claims Management Services,
Inc. on CreditWatch with negative implications and all of its
issuer and issue credit ratings on Cunningham Lindsey U.S. Inc. and
CL Intermediate Holdings I B.V. on CreditWatch with positive
implications.

The CreditWatch placement follows Sedgwick's (B/Watch Neg/--)
announcement that it will acquire Cunningham Lindsey (B-/Watch
Pos/--), a lower rated entity. Sedgwick expects to fund the
acquisition with proceeds from incremental first- and second-lien
term loans, but details have not yet been disclosed. S&P said, "We
believe the combined entity will likely benefit from improved
global scale and product/service diversity. In our view, Sedgwick
has established a successful delevering and acquisition track
record. At the same time, this transaction will be larger than
Sedgwick's recent deals and will entail increased leverage and
integration/execution risks during the next 12 months."

S&P said, "We believe the acquisition could close by year-end 2017,
or possibly in 2018, given the international nature of Cunningham
Lindsey's operations and necessary regulatory approvals. We expect
Cunningham Lindsey's debt to be repaid as part of the transaction.


"We expect to resolve the CreditWatch placement for Sedgwick by the
launch of the transaction financing. We will likely affirm or lower
our ratings (by one notch) on Sedgwick at the time depending on our
view of combined business and financial profile characteristics.
  
"Subsequently, if the deal is approved by regulators and the
companies formally combine, we will likely affirm or raise our
rating (by one notch) on Cunningham Lindsey depending on our view
of prospective credit characteristics and strategic importance
within Sedgwick. If the transaction does not close, we will likely
remove our rating on Cunningham Lindsey from CreditWatch."


SERVICE CORP: S&P Assigns 'BB+' Rating on New $1.675BB Loans
------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to the proposed $1.675 billion credit facility to
be issued by Service Corp. International (SCI). The new credit
facility consists of a $1 billion revolving credit facility
(upsized from $700 million) and a $675 million term loan. S&P said,
"The '3' recovery rating reflects our expectation for meaningful
(65% capped) recovery in the event of a payment default. Our
recovery rating on the credit facility is capped at '3'. The
amortization on the new term loan would be revised to 5% for the
first four years followed by 10% amortization thereafter. The
maturity for both the revolver and the term loan will be extended
by approximately two years to 2022."

S&P said, "In addition, we assigned our 'BB' rating and '5'
recovery rating to SCI's new $525 million senior unsecured notes
(subordinated). The '5' recovery rating reflects our expectation
for modest (10%-30%; rounded estimate: 15%) recovery in the event
of a payment default."

The company intends to use the proceeds to refinance its existing
$700 million term loan due 2021 ($647.5 million outstanding as of
Sept. 30, 2017), repay a portion of outstanding revolver borrowings
($470 million as of Sept. 30, 2017), and redeem its $250 million
senior unsecured notes due 2018. The transaction will be leverage
neutral, and S&P expects the company will end 2017 with pro forma
leverage of 3.9x.

S&P's 'BB+' corporate credit rating and stable outlook on SCI
reflects the company's narrow, but leading position as a provider
of funeral and cemetery services. It also reflects S&P's
expectation that adjusted leverage will range between the mid-3x
and low-4x area over the next couple of years.

RECOVERY ANALYSIS

Key analytical factors

S&P has reviewed its recovery analysis on SCI in conjunction with
the company's proposed revisions to its capital structure.

Pro forma for the transaction, the company's capital structure will
consist of a $1 billion revolving credit facility, a $675 million
first-lien term loan, and $2.35 billion of senior unsecured notes.
S&P said, "Our simulated default scenario contemplates a default in
2022. For the company to default, we estimate EBITDA would need to
decline significantly, representing a dramatic devaluation of SCI's
funeral home and cemetery assets stemming from a period of
prolonged economic weakness and adverse changes in the regulatory,
legal, and/or competitive environment.
We have valued the company as a going concern, applying a 5.5x
multiple on our projected emergence EBITDA."

Simulated default assumptions

-- Simulated year of default: 2022
-- EBITDA at emergence: $354.9 mil.
-- EBITDA multiple: 5.5x

Simplified waterfall

-- Net enterprise value (after 5% admin costs): $1.9 bil.
-- Valuation split in % (obligors/nonobligors): 91/9
-- Estimated priority claims: $0 mil.
-- Estimated senior unsecured claim: $1.4 bil.
-- Value available to senior unsecured claim: $1.9 bil.
    --Recovery expectations: 65% (capped)
-- Estimated subordinated debt claim: $2.4 bil.
-- Value available for subordinated debt claim: $446 mil.
    --Recovery expectations: 10%-30%; rounded estimate: 15%

RATINGS LIST

  Service Corp. International

   Corporate Credit Rating       BB+/Stable/--

  New Rating

  Service Corp. International

  Senior Unsecured
   $1.675 Bil. Credit Facility  BB+
     Recovery Rating            3 (65%)
  Subordinated
   $525 Mil. Notes              BB
     Recovery Rating            5 (15%)


SHERIDAN FUND I: S&P Affirms 'CCC+' Issuer Credit Ratings
---------------------------------------------------------
S&P Global Ratings said it affirmed its 'CCC+' long-term issuer
credit ratings on Sheridan Production Partners I-A, Sheridan
Investment Partners I, and Sheridan Production Partners I-M
(collectively referred to as "Sheridan Fund I"). The outlook
remains negative.

S&P said, "At the same time, we affirmed our 'B' issue ratings on
both of the first-lien senior secured term loan tranches and the
revolving credit facilities. The recovery rating remains '1',
indicating our expectations for very high (i.e. 90% to 100%,
rounded estimate: 95%) recovery to the creditors in the event of a
payment default.

"The affirmation of the ratings reflects the fund's continued high
leverage burden and potential liquidity issues, which we expect to
continue into 2018. The fund's production is slightly below its
original plan of 12,000 barrels of oil equivalent per day in 2017.
Positively, the fund continues to benefit from its borrowing base
holiday over the short term, but it is scheduled to be reinstated
in February 2018.

"The negative outlook reflects the near-term liquidity pressures
the fund may face. Over the next 12 months, the fund has a $54.7
million debt maturity. While crude oil prices have stabilized,
there is still the potential that it could face a borrowing base
reduction once its holiday is over in February.

"We are likely to downgrade the fund if the borrowing base is
reduced significantly further, which could would add to liquidity
pressure, or if the company does not proactively address its
upcoming debt maturities. We could also lower the rating if the
company comes closer to breaching its revised covenants. Given the
substantial leverage, limited liquidity, and the debt maturities
over the next two years, we believe an upgrade is unlikely.

"We apply "Corporate Methodology," published Nov. 19, 2013, in
conjunction with "Key Credit Factors For The Oil and Gas
Exploration And Production Industry," published Dec. 12, 2013, to
determine the rating on the debt the funds issue. Through the
application of those criteria, we view the oil and gas exploration
and production industry as having intermediate industry risk, given
its moderately high cyclicality risk and intermediate competitive
risk and growth.

"Given that the issuers are funds -- and not corporate entities --
we use the section of the criteria, "Rating Private Equity
Companies' Debt And Counterparty Obligations," published March 11,
2008, that applies to the analysis of liquidity of funds, in
conjunction with the corporate methodology. We apply the private
equity fund criteria pertaining to liquidity when investors'
ability to redeem shares or a defined time period to liquidate
assets of the funds to repay debt has been set within our rating
horizon. We currently assess liquidity as "less than adequate" and
do not adjust this based on our private equity criteria."


SMART & FINAL: Moody's Lowers Corporate Family Rating to B3
-----------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and the Probability of Default Rating of Smart & Final Stores LLC
to B3 and B3-PD from B2 and B2-PD respectively. Moody's also
downgraded the ratings of the company's $200 million senior secured
ABL revolving credit facility to Ba2 from Ba1 and company's $625
million senior secured first lien term loan to Caa1 from B3.
Moody's affirmed the company's speculative grade liquidity rating
of SGL-2. The rating outlook is stable.

"Smart & Final's credit metrics have been weak and Moody's do not
expect much improvement in the next 12 months despite waning
deflation as pricing pressure is expected to continue," Moody's
Vice President Mickey Chadha stated. "Lease adjusted debt to EBITDA
is expected to remain elevated at around 6.5 times which is above
Moody's previous expectation of between 5.5 and 6.0 times", Chadha
further stated.

RATINGS RATIONALE

The B3 Corporate Family Rating reflects the company's weak credit
metrics. Debt/EBITDA and EBIT/interest was 6.8 times and 1.0 times
respectively for the LTM period ended October 8, 2017. The high
leverage is mostly due to the increase in debt to finance the
conversion of the 33 locations acquired from Haggen in the fourth
quarter of fiscal 2015 to the Smart & Final Extra! banner and the
deflationary impact on the topline and EBITDA. While the company
has publicly indicated they plan to slow their growth, which should
help the leverage ratios, Moody's do not expect metrics to improve
meaningfully in the next 12 months despite waning deflation as the
business environment has become increasing competitive and pricing
pressure continues. The rating also continues to reflect Smart &
Final's regional concentration, and challenging geographic and
demographic markets. The rating acknowledges the company's good
liquidity, attractive market niche and relatively stable operating
performance in light of the current challenging business
environment that has been characterized by deflationary pressure
for food retailers and increased promotional activity.

Downgrades:

Issuer: Smart & Final Stores LLC

-- Probability of Default Rating, Downgraded to B3-PD from B2-PD

-- Corporate Family Rating, Downgraded to B3 from B2

-- Senior Secured 1st Lien Term Loan, Downgraded to Caa1(LGD4)
    from B3(LGD4)

-- Senior Secured ABL Revolving Credit Facility, Downgraded to
    Ba2(LGD2) from Ba1(LGD2)

Outlook Actions:

Issuer: Smart & Final Stores LLC

-- Outlook, Remains Stable

Affirmations:

Issuer: Smart & Final Stores LLC

-- Speculative Grade Liquidity Rating, Affirmed SGL-2

The stable outlook incorporates Moody's expectation that over the
next 12-18 months credit metrics will improve modestly and remain
in line with the rating category.

The ratings could be upgraded if the company continues to
demonstrate good liquidity, and sustained improvement in
profitability and operating margins. Quantitatively, an upgrade
could be achieved if debt to EBITDA is sustained below 5.75 times
and EBIT to interest is sustained in excess of 1.25 times.

Ratings could be pressured if there is a material deterioration in
liquidity or if operating performance deteriorates as evidenced by
sustained decline in same store sales growth and profitability.
Ratings could also be downgraded if the company's financial
policies become aggressive particularly in terms of debt financed
dividends or share repurchases. Quantitatively ratings could be
downgraded if EBIT to interest is sustained below 1.0 times or if
debt to EBITDA is sustained above 7.0 times.

Smart & Final Stores, Inc. (Smart & Final) operates 316
non-membership, smaller box (16 to 27 thousand square feet),
warehouse type grocery and foodservice stores under the "Smart &
Final", "Smart & Final Extra!" and "Cash & Carry Smart Foodservice"
banners in California, Oregon, Washington, Arizona, Nevada,
Montana, Utah and Idaho, with an additional 15 stores in northern
Mexico operated through a 50/50 joint venture. Affiliates of Ares
Management hold approximately 60% of the company's outstanding
shares of common stock.

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


SPRINGLEAF FINANCE: Fitch to Rate $500MM Unsec. Notes 'B/RR4'
-------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'B'/'RR4' to Springleaf
Finance Corporation's $500 million senior unsecured notes due May
2023. Springleaf is a wholly-owned subsidiary of OneMain Holdings,
Inc. (OneMain), which has a long-term Issuer Default Rating (IDR)
of 'B' with a Positive Rating Outlook.  

Springleaf intends to use the proceeds from the offering for
general corporate purposes and toward the repayment or repurchase
of existing unsecured debt, which includes the $700 million, 6.75%
OneMain Financial Holdings, Inc. (OMFH) bonds that mature in 2019.
The OMFH bonds contain restrictive covenants that require them to
be redeemed at a previously set premium depending on the year they
are redeemed, which in this case would result in a premium to par
of 3.375%. Assuming these bonds are redeemed, the only remaining
debt outstanding for OMFH would be the $800 million 7.25% senior
unsecured notes due in 2021.

KEY RATING DRIVERS

The expected unsecured debt rating is equalized with Springleaf's
long-term IDR as well as its existing unsecured debt as the new
notes will rank equally in the capital structure.

The proposed note issuance does not affect Springleaf's long-term
IDR of 'B' as overall liquidity and leverage are not expected to
change materially. Based on the priority of repayment, the expected
unsecured rating of 'B/RR4' implies an average recovery for
unsecured debt holders under a stressed scenario. With $557 million
of unsecured debt maturing this month (Dec. 15) and the expected
redemption of the $700 million of OMFH bonds, OneMain's unsecured
debt as a percentage of total debt could dip below OneMain's
targeted funding mix in the 40%-50% range, although Fitch believes
this would be temporary.

RATING SENSITIVITIES

The unsecured debt rating is primarily linked to changes in
OneMain's long-term IDR but is also sensitive to changes in
recovery prospects for the debt class.

OneMain's ratings could be upgraded if consolidated leverage is
brought down to the company's targeted level of 5x-7x, liquidity
and unsecured debt coverage levels remain appropriately managed,
and credit performance remains within Fitch expectations. In
addition, upward momentum would benefit from a proportionate
reduction in capital held at its insurance subsidiaries and the
absence of developments in the regulatory landscape that
significantly impact OneMain's core businesses.

Conversely, negative ratings momentum could be driven by an
inability to access the capital markets at a reasonable cost,
greater competitive intensity in the nonprime lending segment,
substantial credit quality deterioration, a significant increase in
asset encumbrance, potential new and more onerous rules and
regulations, as well as potential shareholder-friendly actions such
as initiating shareholder distributions that are inconsistent with
the company's long-term leverage and liquidity targets. An
inability to further deleverage the balance sheet could also result
in the Outlook being revised to Stable from Positive.

Fitch has assigned the following expected rating:

Springleaf Finance Corporation
-- Unsecured debt 'B/RR4(EXP)'.

Fitch currently rates OneMain and its subsidiaries:

OneMain Holdings, Inc.
-- Long-term IDR 'B';

Springleaf Finance Corp.
-- Long-term IDR 'B';
-- Senior unsecured debt 'B/RR4';

OneMain Financial Holdings Inc.
-- Long-term IDR 'B';
-- Senior unsecured debt 'B+/RR3';

AGFC Capital Trust I
-- Trust preferred securities 'CCC/RR6'.

The Rating Outlook is Positive.


T-MOBILE USA: Share Repurchase No Impact on Moody's Ba2 CFR
-----------------------------------------------------------
The T-Mobile USA, Inc. (T-Mobile) announced a share repurchase
program for up to $1.5 billion of common stock through December 31,
2018. Moody's Investors Service expects the program to have no
immediate impact on either the Ba2 corporate family rating or the
stable outlook.

As of September 30, 2017, Moody's adjusted leverage was 3.4x.
T-Mobile's credit metrics are expected to remain solid despite the
highly competitive US wireless environment, driven by continued
postpaid phone subscriber growth, effective marketing and improving
cost management. Moody's believes the company is operating below
its stated target leverage range of 3x to 4x net debt to core
EBITDA (as defined by management). T-Mobile's target leverage
equates to Moody's adjusted leverage of approximately 4x to 5x. The
company had $739 million of cash as of September 30, 2017 and
generated $1 billion of free cash flow over the last 12 months. For
2018, Moody's expects free cash flow to gradually improve driven by
continued growth of operating cash flow and stable capital
investment. T-Mobile could potentially fund its share repurchase
program with its cash balance and through free cash flow
generation. However, even if the company issues debt to fund all or
a portion of this share repurchase program, leverage would remain
well below 4.5x (Moody's adjusted), and there would be no ratings
impact.

T-Mobile's Ba2 corporate family rating reflects Moody's expectation
for sustained market share gains as innovative offerings, improving
network performance and good customer service attract new
customers. The rating is further supported by improving scale,
healthy free cash flow generation, a strong liquidity position and
valuable spectrum assets that also provide credit support. These
strengths are offset by the company's distant third position in the
highly competitive US wireless industry, the high capital intensity
associated with rapidly rising bandwidth demand, weak (relative to
its larger peers) margins and a moderately leveraged balance sheet.
The rating does not receive any lift as a result of Deutsche
Telekom AG's (DT, Baa1 stable) ownership stake.

T-Mobile's rating could be upgraded if leverage is on track to fall
below 4.0x and free cash flow were to improve to the high single
digits percentage of total debt (all cited financial metrics are
referenced on a Moody's adjusted basis). Downward rating pressure
could develop if T-Mobile's leverage is sustained above 4.5x and
free cash flow deteriorates. This could occur if EBITDA margins
come under sustained pressure or if future debt-funded spectrum
purchases significantly exceed Moody's expectations. In addition, a
deterioration in liquidity could pressure the rating downward.

With headquarters in Bellevue, Washington, T-Mobile USA, Inc.
provides mobile communications services under the T-Mobile and
MetroPCS brands in the United States, Puerto Rico and the US Virgin
Islands. T-Mobile is the third largest wireless carrier in the US
with 70.7 million subscribers. During the last 12 months ended
September 30, 2017, the company generated $39.8 billion in revenue.
Deutsche Telekom AG had an approximately 65% stake in T-Mobile as
of September 30, 2017.


TELESCAN INC: Taps Charles Parks Pope as Legal Counsel
------------------------------------------------------
Telescan, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Tennessee to hire Charles Parks Pope, Esq.,
as its legal counsel.

Mr. Pope will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.  He charges an hourly fee of $250.

The Debtor paid the attorney a retainer of $12,500, which included
the filing fee of $1,717.

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

Mr. Pope maintains an office at:

     Charles Parks Pope, Esq.
     P.O. Box 6185
     Johnson City, TN 37602
     Phone: 423-282-2512
     Fax: 423-282-2703
     Email: Charles@thepopefirm.com

                       About Telescan Inc.

Telescan, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Tenn. Case No. 17-51872) on November 26, 2017.
Telescan, Inc. -- http://www.mytelescan.com/-- is in the Long
Distance Telephone Communications business.

Judge Marcia Phillips Parsons presides over the case.  At the time
of the filing, the Debtor disclosed that it had estimated assets
and liabilities of less than $50,000.


TELEXFREE LLC: Trustee's Sale of West Palm Beach Property Approved
------------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Stephen B. Darr, the Chapter
11 Trustee of TelexFREE, LLC et al., to sell the Estates' right,
title and interest in certain real property located at 5600 N.
Flagler Drive, #307, West Palm Beach, Florida to Jamal Allam or his
nominee for $133,000.

The hearing on the Motion scheduled for Dec. 12, 2017 is
cancelled.

The sale is in "as is" and "where is" condition, without
representations or warranties whatsoever, either express or
implied, and free from liens, claims, encumbrances and interests
except as to restrictions, easements, and limitations as provided
in the Sale Agreement.

                    About TelexFREE, LLC

TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications
business that uses multi-level marketing to assist in the
distribution of voice over internet protocol telephone services.
TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited
international calling to seventy countries for a flat monthly rate
of $49.90.  TelexFREE had over 700,000 associates or promoters
worldwide.

TelexFREE though was facing accusations of operating a $1
billion-plus pyramid scheme.

TelexFREE LLC and two affiliates sought bankruptcy protection
(Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014.

Alvarez & Marsal North America, LLC, is serving as restructuring
advisor and Greenberg Traurig, LLP and Gordon Silver are serving as
legal advisors to TelexFREE.  Kurtzman Carson Consultants LLC
serves as claims and noticing agent.

TelexFREE, LLC, estimated $50 million to $100 million in assets and
$100 million to $500 million in liabilities.

In May 2014, the Nevada bankruptcy court approved the motion by the
U.S. Securities & Exchange Commission to transfer the venue of the
Debtors' cases to the U.S. Bankruptcy Court for the District of
Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and
14-40989).

On June 6, 2014, Stephen Darr was appointed as Chapter 11 trustee.


TLA TANNING: Sale of Buford Business Assets to Jones for $15K OK'd
------------------------------------------------------------------
Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized TLA Tanning Corp.'s sale of
a portion of its Buford Georgia business assets outside the
ordinary course of business to Ms. Vonda Jones for $15,000.

A hearing on the Motion was held on Nov. 28, 2017.

The Debtor will retain the Funds in the DIP account and will not
disburse or invade the Funds without further order of the Court.

The Debtor's secured creditors and the Debtor's counsel will
determine the priority of the various liens on the Assets and
submit a proposed disbursement of the Funds to be made by separate
order or incorporated within the Chapter 11 Plan of
Reorganization.

The counsel for Debtor will promptly serve a copy of the Order on
(i) the Office of the United States Trustee; (ii) all secured and
unsecured creditors in the case and their counsel; and (iii) any
other parties or entities requesting service.

                    About TLA Tanning Corp.

TLA Tanning Corp. is in the tanning and the related retail
marketing, distribution and sale of products, services and
merchandise related thereto.  It operated two stores across the
State of Georgia, in the cities of Loganville and Buford.  The
company is owned by Todd and Linda Amerman, who acquired the
Buford
business from prior owner Gary Harvin.

Buford, Ga.-based TLA Tanning Corp. filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ga. Case No. 16-64819) on Aug. 25, 2016,
estimating under $1 million in both assets and liabilities.  Todd
B. Amerman, president, signed the petition.  The Debtor is
represented by Howard P. Slomka, Esq.


TRACY JOHN CLEMENT: Trustee's Auction of Real Property Approved
---------------------------------------------------------------
Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the
District of Minnesota authorized Phillip L. Kunkel, Chapter 11
Trustee for Tracy John Clement, to sell at auction the real
property consisting of 1,230 acres of agricultural land located
primarily in Mower County and Fillmore County, Minnesota;
pastureland in Howard County, Iowa; and a commercial grain storage
facility in Jerauld County, South Dakota.

The Trustee is authorized to sell each of the Parcels free and
clear of all liens, encumbrances, and other interests, but subject
to easements of record and the Debtor's right of first refusal
("ROFR") provided in the Memorandum of Understanding approved by
the Court on March 20, 2017.

To maximize the amount realized by the estate from the sales of the
Real Property, the Trustee, through his duly employed auctioneers
Steffes Group, Inc., is authorized to conduct an auction for all of
the Real Property at such date, time and location as the Trustee,
in consultation with Steffes, may determine.

The Trustee, in consultation with Steffes, is authorized to
establish any other or additional terms or procedures during the
Auction as they deem reasonable in their sole and absolute
discretion.  All bidding will be conducted at the Auction and no
bids will be tendered or accepted after the Auction has concluded.

Steffes will provide copies of the Bidding Terms to all parties who
are known to have expressed an interest in any of the Real Property
or who Steffes otherwise believes may have an interest in any of
the Real Property.

In the event the Trustee determines by Dec. 31, 2017, in an
exercise of his business judgment and in consultation with the
holder(s) of any lien(s) affecting the respective property, that a
private sale without a commission is in the best interest of the
estate, he may remove such property from the auction contemplated
by the Motion and proceed by separate motion to obtain approval
thereof, provided however that the estate is reimbursed for all
reasonable auction expenses incurred through the date of the
Trustee's acceptance.

At the conclusion of the Auction, the Trustee, in consultation with
Steffes and with the holder(s) of any lien(s) affecting the
respective Parcel, will identify the highest and best bid for each
Parcel.  The Trustee will retain full discretion and right to
exercise his business judgment to determine which bid or
combination of bids, if any, constitutes the highest or otherwise
best bid based on all of the circumstances, and which bid or
combination of bids should be selected as the Successful Bid for
each Parcel, all of which are subject to final approval by the
Court.

Within two business days after the conclusion of the Auction, the
Trustee will file a report with the Court setting forth the name of
the Successful Bidder and the amount of the bid selected as the
Successful Bid for each Parcel.  On the date the Auction Report is
filed with the Court, the Trustee will serve the Auction Report on
counsel for the Debtor, the holders of each lien affecting any of
the Real Property or their respective counsel, counsel for the
Official Committee of Unsecured Creditors, and the Office of the
United States Trustee.  The filing of the Auction Report will
initiate the Debtor's 15-day period to exercise the ROFR on each
Parcel for which a Successful Bid was reported.

In order to exercise the ROFR on any Parcel, on 15 days following
the filing of the Auction Report the Debtor will (i) provide
written notice to the Trustee of his intention to exercise the ROFR
on the specific Parcel and (ii) remit to the Trustee a
nonrefundable deposit of 10% of the amount of the Successful Bid
for the specific Parcel in certified or immediately available
funds.

Within five business days following the expiration of the ROFR, the
Trustee will file a motion with the Court on an expedited basis
seeking one or more orders of the Court approving the sale of each
Parcel to the Successful Bidder for that Parcel or, if the Debtor
has properly and timely exercised the ROFR for a specific Parcel,
to the Debtor for that specific Parcel, and authorizing the Trustee
to close all such sales.

Each Successful Bidder will close the sale(s) of its respective
Parcel(s) no later than 30 days after the expiration of the ROFR if
the Debtor does not properly and timely exercise the ROFR with
respect to that Successful Bidder's respective Parcel(s).  The
Debtor will close the sale(s) of the Parcel(s) for which the Debtor
has properly and timely exercised the ROFR no later than 65 days
after the filing of the Auction Report.

All liens, encumbrances, and other interests that attach to a
Parcel will attach to the proceeds of the sale of that Parcel with
the same validity, priority and extent as the liens, encumbrances,
and other interests attached to the Parcel prior to the closing of
the sale.

The 14-day stay provided by Fed. R. Bankr. P. 6004(h) is waived,
and the Order is effective immediately.

                  About Tracy John Clement

Tracy John Clement sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Minn. Case No. 16-31189) on April 11,
2016.  The Debtor tapped James C. Brand, Esq., at Fredrikson &
Byron PA, as counsel.

On May 3, 2016, the Office of the United States Trustee appointed
an Official Committee of Unsecured Creditors.

On Sept. 19, 2017, Phillip L. Kunkel was appointed as the Chapter
11 Trustee for the Debtor.  The attorneys for the Trustee are:

         Abigail M. McGibbon, Esq.
         P. Jason Thibodeaux, Esq.
         Abigail M. McGibbon, Esq.
         GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A.
         500 IDS Center
         80 South Eighth Street
         Minneapolis, MN 55402
         Tel: 612-632-3484
         Fax: 612-632-4000
         E-mail: jason.thibodeaux@gpmlaw.com
                 abigail.mcgibbon@gpmlaw.com


TRAVIS RAGSDALE: $1.2M Sale of Dallas Property to H-Damani Okayed
-----------------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Travis Wade Ragsdale's sale
of (i) the real property consisting of 13.33 acres at the corner of
Cedarcrest Road and Seven Hills Connector, Dallas, Georgia, and is
also described as Land Lot 533 of the 3rd District, 3rd Section of
the Paulding County land record, for $1,150,000; and (ii) an
additional parcel known as 11119 Cartersville Highway, Dallas,
Georgia for $15,000.

The sale is free and clear of all interests, liens, encumbrances,
and/or alleged secured indebtedness of any kind or nature.

The sale of the Cedarcrest Property is subject to these conditions,
which the Debtor is authorized fulfill:

   a. Westside Bank will receive at closing, immediately available
funds constituting all net proceeds from the sale of the Cedarcrest
Property (after payment of only necessary, normal, customary, and
reasonable closing fees and expenses), or not less than $1,140,000
in immediately available funds, whichever amount is greater, and
which Westside Payment will be delivered via wire transfer in
accordance with instructions to be provided by Westside Bank, and
which Westside Payment will be received by Westside Bank not later
two business days after closing, and in no event later than 2:00
p.m. (ET) on Dec. 18, 2017 (unless otherwise approved in advance in
writing by Westside Bank);

   b. delivery of a draft HUD-1 settlement statement, not later
than two business days in advance of the closing of the sale of the
Cedarcrest Property, evidencing and confirming proposed payment of
only necessary, normal, customary, and reasonable closing fees and
expenses, payment of all net proceeds to Westside Bank, and that no
proceeds from the sale of the Cedarcrest Property are to be paid to
the Debtor, any of the Debtor's affiliates or any of the Debtor's
insiders; and

   c. delivery of a true and correct copy of the actual, fully
executed settlement statement, not later than three business days
after the closing of the sale of the Cedarcrest Property,
confirming and evidencing payment of only necessary, normal,
customary, and reasonable closing fees and expenses, payment of all
net proceeds to Westside Bank, and that the Debtor, the Debtor's
affiliates and the Debtor's insider received no proceeds from the
sale of the Cedarcrest Property.  In the event Westside Bank
objects to the HUD-1 settlement statement, then counsel for the
Debtor may coordinate and schedule an expedited hearing on any
remaining issues with notice to Westside Bank and the United States
Trustee.

The sale of the 11119 Cartersville Highway Property is subject to
these conditions, which the Debtor is authorized to fulfill:

   a. the gross sales price of $15,000.may be first applied to
normal, customary, and reasonable closing fees and expenses ;

   b. upon the written request of any creditor, the United States
Trustee, or party in interest, the closing attorneys for the
proposed sale (presently designated as Jeffrey A. Watkins, PC) will
provide the requesting party a proposed HUD-1 settlement statement
showing all closing costs and the net proceeds; and

   c. to the extent that net proceeds from the sale of the
Cedarcrest Property are insufficient to cover the Westside Payment,
net proceeds from the sale of the 11119 Cartersville Highway
Property will be used to pay any amount needed to pay the Westside
Payment.  Any remaining net proceeds from the sale of the 11119
Cartersville Highway Property will be remitted directly to counsel
for the Debtor to be held in the escrow account of Brian R. Cahn &
Associates, LLC, maintained with Bank of America, until further
Order of the Court, following notice to, and opportunity to be
heard by Westside Bank, Shannon Ragsdale, and any other creditors
and parties in interest.

Travis Wade Ragsdale sought Chapter 11 protection (Bankr. N.D. Ga.
Case No. 15-40844) on April 14, 2015.


TS WAXAHACHIE: Wants Court to Conditionally Approve Disclosures
---------------------------------------------------------------
TS Waxahachie, LLC, filed an amended motion asking the U.S.
Bankruptcy Court for the Northern District of Texas to
conditionally approve its disclosure statement.

The Debtor also asks the Court to fix a date and time for the
hearing on final approval of the disclosure statement and for the
hearing on plan confirmation.

As previously reported by The Troubled Company Reporter, 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

                     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.

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


VANGUARD HEALTH: Settles Amerifactors' Secured Claim
----------------------------------------------------
Vanguard Health & Wellness, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Illinois a small business
amended disclosure statement describing its Chapter 11 Plan dated
Nov. 21, 2017.

Class 2(b) under the latest plan is the secured claim of
Amerifactors Financial Group LLC in the amount of $220,000. This
class will be paid in accordance with a settlement agreement
between the parties. The initial version of the plan provided that
this class will be paid in accordance with the contract.

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

     http://bankrupt.com/misc/ilnb17-04707-137.pdf

                   About Vanguard Health

Vanguard Health & Wellness LLC based in Des Plaines, IL, filed a
Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-04707) on
February 17, 2017. The Hon. Jacqueline P. Cox presides over the
case. Xiaoming Wu, Esq., at Ledford Wu & Borges, LLC, to serve as
bankruptcy counsel.

In its petition, the Debtor estimated $568,946 in assets and $1.70
million in liabilities. The petition was signed by Michael Zayats,
president.


VELOCITY HOLDINGS: Stock Transfer Protocol Has Interim Approval
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved, on
an interim basis, the notification and hearing procedures proposed
by Velocity Holdings Company Inc. and its debtor-affiliates for the
transfers of and declarations of worthlessness with respect to the
company's common stock.

Pursuant to the interim order, the procedures will apply to the
holding and transfers of common stock or any beneficial ownership
therein by a substantial shareholder or someone who may become a
substantial shareholder.  In addition, a substantial shareholder
may not consummate any purchase sale, sale, or other transfer of
common stock or beneficial ownership of common stock in violation
of the procedures, and any such transaction in violation of the
procedures will be null and void ad initio.

A final hearing on the Debtors' request will be held on Dec. 13,
2017, at 1:00 p.m. (prevailing Eastern Time).

               About Velocity Holding Company Inc.

Velocity Holding Company, Inc., doing business as Motorsport
Aftermarket Group -- http://www.maggroup.com/-- is an independent
wholesale distributor, designer, manufacturer, retailer, and
marketer of aftermarket parts, apparel, and accessories for the
powersports industry. The powersports industry is a subset of the
broader motorsports industry and consists of vehicles such as
motorcycles, all-terrain vehicles, "side-by-sides" or utility
terrain vehicles, and snowmobiles, among others.  The MAG Group
office provides support in the areas of business development,
finance, sourcing, information technology, sales, marketing and
administration.

Velocity Holding Company, Inc., and its affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 17-12442) on Nov. 15,
2017, after reaching a deal that would transfer ownership of the
Company to the first lien lenders.

Velocity Holding estimated debt of $100 million to $500 million.

The Hon. Kevin J. Carey is the case judge.

The Debtors tapped Proskauer Rose LLP as counsel; AlixPartners as
restructuring advisor; and Donlin, Recano & Company, Inc., as
claims and noticing agent. The claims agent maintains the site
http://www.donlinrecano.com/vhc

Andrew Vara, acting U.S. trustee for Region 3, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Velocity Holding Company, Inc., and its
affiliates.


VISTA OUTDOOR: Moody's Lowers CFR to B1, Outlook Negative
---------------------------------------------------------
Moody's Investors Service downgraded Vista Outdoor Inc.'s Corporate
Family Rating (CFR) to B1 from Ba3. The Probability of Default
Rating was downgraded to B1-PD from Ba3-PD and the rating on the
company's unsecured notes was downgraded to B3 from B2. The
Speculative Grade Liquidity Rating was downgraded to SGL-3 from
SGL-2. The CFR downgrade reflects Vista's weak operating
performance and deteriorating credit metrics and Moody's view that
they will remain weak for an extended period. This action concludes
a review for downgrade that was initiated on November 10, 2017. The
rating outlook is negative.

"A challenging retail market and weak demand for recreational
firearms and accessories is pressuring revenue and margins," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.
This has resulted in weak credit metrics with debt to EBITDA
currently around 4.5 times. "Moody's expect leverage to increase to
5 times through March 2018 as revenue and earnings continue to
decline," noted Cassidy. Leverage should then start to decrease and
approach 4.5 times in 2019 as revenue and earnings start to improve
and Vista repays debt with free cash flow. The negative look
reflects the uncertainty over when gun and ammunition demand trends
will stabilize and when Vista's operating performance will improve.
In the negative outlook Moody's also considers the uncertainty over
Vista's ability to comply with leverage covenants.

The downgrade of the speculative grade liquidity rating to SGL-3
from SGL-2 reflects Moody's expectation that Vista will have lower
free cash flow than previously estimated. It also reflects Moody's
uncertainty about Vista's ability to comply with leverage covenants
in its bank credit facilities.

The B3 rating on the unsecured notes is two notches lower than the
B1 CFR. This reflects their effective subordination to the unrated
secured credit facilities ($592 million term loan and $400 million
revolver). The notes are guaranteed by the company's domestic
operating subsidiaries.

Ratings downgraded:

Corporate Family Rating to B1 from Ba3;

Probability of Default Rating to B1-PD from Ba3-PD;

$350 million unsecured notes to B3 (LGD 5) from B2 (LGD 5);

Speculative Grade Liquidity Rating to SGL-3 from SGL-2;

The rating outlook is negative

RATINGS RATIONALE

Vista Outdoor's B1 Corporate Family Rating reflects its high
financial leverage with debt to EBITDA expected to approach 5
times. The rating is also constrained by the company's weak
operating performance and the regulatory uncertainty surrounding
the gun industry. Because of this uncertainty, Vista's credit
metrics need to be stronger than other similarly-rated consumer
durable companies. The rating is also constrained by its exposure
to volatile raw material prices (i.e., copper and lead). The rating
is supported by Vista's good size for its product niche with
revenue around $2.4 billion. Ratings also benefit from Vista's
strong brand recognition with brands such as Federal, CamelBak, and
Bell. It also benefits from an expanding base of firearm
enthusiasts, and solid market share in ammunition and outdoor
products.

If the company's operating performance continues to deteriorate the
rating could be lowered. Significant changes in gun regulations
that reduce gun and accessory sales could also prompt a downgrade.
Debt to EBITDA remaining above 5 times for a prolonged period could
also result in a downgrade. Failure to comply with debt covenants
would also put pressure on the rating.

An upgrade is possible if Vista can increase revenue and restore
its earnings, cash flow, and credit metrics in the face of industry
uncertainties. Debt to EBITDA approaching 4 times could lead
Moody's to consider an upgrade.

The principal methodology used in this rating was that for the
Consumer Durables Industry published in April 2017.

Vista Outdoor (Vista), based in Farmington, Utah, is a manufacturer
and marketer of outdoor sports, recreation products and ammunition.
The company produces a broad product line for the biking, winter
sports, hunting, shooting sports, wildlife watching, archery, and
golf markets. Major brands include Bushnell, BLACKHAWK!, CamelBak,
Savage Arms, Federal, Bell, and Giro. Revenue is approximately $2.4
billion.


VOLUME DRIVE: Seeks Court Approval to Use Cash Collateral
---------------------------------------------------------
Volume Drive Inc., requests the U.S. Bankruptcy Court for the
Middle District of Pennsylvania to allow it to utilize its cash,
accounts receivable, and cash equivalents.

Volume Drive does not believe any Creditor has a lien upon its
cash, cash equivalents, and/or accounts receivables.

The Debtor believes that it will incur additional expenses as a
result of the Chapter 11 filing, including additional payments for
professionals and for Quarterly Fees owed to the Office of the U.S.
Trustee. Additionally, the Debtor also requires cash to continue
its operations, specifically for the payment of utilities,
insurance, and other operating expenses.

The Debtor believes that it will be able to effectively reorganize
if it is allowed to pay its expenses and continue its operations.
The Debtor asserts that it can operate on a break-even basis.

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

              http://bankrupt.com/misc/pamb17-04763-14.pdf

                          About Volume Drive Inc.

Volume Drive Inc., a Pennsylvania corporation engaged in providing
cloud storage services to its customers throughout the United
States, filed a voluntary petition for relief under Chapter 11 of
the United States Bankruptcy Code (Bankr. M.D. Pa. Case No.
17-04763) on November 17, 2017.

The Debtor is represented by:

              Edward J. Kaushas, Esq.
              KAUSHAS LAW               
              Room 3218 Pittston Ave
              Scranton, PA 18505
              Phone: (570) 299-7487
              Fax: (570) 227-3196
              Email: ekaushas@kaushaslaw.com


WALTER INVESTMENT: Seeks $1.9B Warehouse Financing for Affiliates
-----------------------------------------------------------------
Walter Investment Management Corp. asks permission from the U.S.
Bankruptcy Court for the Southern District of New York to guarantee
up to $1.90 billion in warehouse financing of its non-debtor
affiliates Ditech Financial LLC, Reverse Mortgage Solutions, Inc.,
RMS REO CS, LLC, and RMS REO BRC, LLC, from Credit Suisse First
Boston Mortgage Capital LLC, Credit Suisse AG, Cayman Islands
Branch, Barclays Bank PLC, or their respective affiliates and other
permitted assigns, and to use cash collateral.

Sunny Singh, Esq., at Weil, Gotshal & Manges LLP, explains that
Walter's capital needs are unique and substantial.  In the ordinary
course, the Company uses commitments under its warehouse facilities
to fund the loans that it originates and to repurchase reverse
mortgage loans from securitization pools.  It also uses advance
facilities and structured finance facilities  issued  by  special
purpose entities to fund advances on the mortgage loans that the
Company services.  Finally, at any given time, the Company hedges
its interest rate exposure with respect to loans that are either
awaiting transfer into securitizations or are subject to interest
rate locks by the borrowers.

The relief sought in the Motion is needed (i) to enable the Debtor
to facilitate up to $1.9 billion in warehouse financing for its
primary operating subsidiaries, Ditech Financial LLC and Reverse
Mortgage Solutions Inc. (each, an "OpCo" and together the "OpCos"),
under various master repurchase agreements and (ii) provide access
to $1.35 billion in hedging capacity collectively, the "DIP
Warehouse Financing").  The DIP Warehouse Financing will provide
the Company increased commitment levels and more advantageous terms
compared to the existing facilities.  It will also ensure that the
Company's warehouse financing needs  will be available and not
abruptly terminated.  The DIP Warehouse Lenders have agreed to  
extend financing to the operating subsidiaries of the Debtor --
allowing the subsidiaries to remain outside of chapter 11 -- in
exchange for the Debtor's guaranties and certain additional
protections.  The proposed structure will enable the Debtor to
carry out the restructuring in the most efficient manner and with
minimal disruption to the Company's operations.

To be clear, because the Debtor is the only chapter 11 filer, the
Motion and proposed order do not seek authorization for the non-
Debtor affiliates to enter into the DIP Documents, grant liens or
incur obligations there under.  In  addition,  the  Debtor's
prepetition  secured  term  loan  lenders (distinct from the
Company's DIP Warehouse Lenders) have agreed to the Debtor's use of
the Prepetition Collateral, including cash collateral, in exchange
for certain agreed upon adequate protection (the "Adequate
Protection").  As a result of being able to access the Prepetition
Collateral, the Debtor will continue to have access to the
Company's cash management system and incur intercompany obligations
in the ordinary course of business, which will enable seamless
funding of the Debtor's anticipated short stay in chapter 11.

                        Warehouse Financing

Credit Suisse First Boston Mortgage Capital LLC is the
administrative agent.

The loan will have these interest rates:

     (i) New Forward Origination Facility: Three month
         LIBOR plus 3.00%;

    (ii) New Servicing Advance Facility: Three month
         LIBOR plus 3.00%;

   (iii) New Reverse Mortgage Facility: Three month
         LIBOR plus 4.50%;

Each Borrower's obligations under the DIP Warehouse Facility
Agreements will be secured solely by (i) assets of the Borrower
(and in the case of the New Servicing Advance Facility Agreements,
the assets of two securitization trusts) consistent with, the
Prepetition Warehouse Facilities, as applicable, that are being
refinanced, (ii) the collateral under the Netting Agreement, and
(iii) the collateral under the MSFTAs.  Pursuant to the terms of
the Netting Agreement, the obligations under the DIP Warehouse
Facility Agreements and the MSFTAs will be netted and
cross-collateralized until the occurrence of the Effective Date and
the entry into the Exit Facility Agreements.  There is no
Collateral being provided by the Debtor to support its guarantees.


Upon the Effective Date and the entry into the Exit Facility
Agreements, the Netting Agreement will be amended to apply only to
Ditech, the MSFTAs and the New Forward Origination Facility
Agreement.

Ditech's obligation under the MSFTAs with the Lenders and each
Borrower's obligation under the applicable DIP Warehouse Facility
Agreement, if any, will be cross-collateralized with each other
Borrower's respective obligation under all of the DIP Warehouse
Facility Agreements.

The DIP Warehouse Agent, on behalf of itself and the DIP Warehouse
Lenders, shall receive a superpriority administrative expense claim
as provided for in Section 507(b) of the U.S. Bankruptcy Code
senior to all other administrative expense claims, and subject only
to the Carve Out and the Prepetition Credit Agreement Superpriority
Claim.

The loan will mature on the earlier of (a) the effective date of
the Prepackaged Plan and (b) 180 days after the filing of the
case.

The Debtor will comply with these Chapter 11 milestones:

     (a) on or before the date that is three business days
         following the filing of the Chapter 11 petition
         commencing the case, entry of the interim DIP court order

         and (b) Borrowers draw on the funds available under the
         DIP Warehouse Facility Agreements by Dec. 29, 2017;

     (b) on or before the date that is 30 days following the entry

         of the Interim DIP Order, the Final DIP Order will have
         been entered by the Bankruptcy Court; and

     (c) the Effective Date of the Prepackaged Plan will have
         occurred on or before the date that is 120 days following

         the entry of the Interim DIP Order.  The Debtor is
         authorized, subject to the terms and conditions of the
         Interim DIP Order to use the Prepetition Collateral,
         including cash collateral, during the period from the
         Petition Date through the occurrence of the earliest of:  

         (i) any of the following events subject to any cure
         period set forth in Paragraph 4(b) of the Interim DIP
         Order:

              i. the effective date of the Prepackaged Plan;  
                 Restated Restructuring Support Agreement, dated
                 as of Oct. 20, 2017, between WIMC and certain
                 Prepetition Term Loan Lenders;

             ii. the termination of that certain Amended and  
                 Restated Restructuring Support Agreement, dated
                 as of Oct. 20, 2017, between WIMC and certain
                 Prepetition Term Loan Lenders;

            iii. the acceleration of the Debtor's obligations
                 under the DIP Warehouse Guaranty, unless such
                 acceleration is rescinded in accordance with
                 Paragraph 7(b) of the Interim DIP Order;

             iv. the failure of the Debtor to make Adequate
                 Protection Payments as and when required under
                 this Interim Order; provided that following
                 receipt of the necessary notices, the Debtor
                 will have the benefit of a three business day
                 cure period with respect to clause 4(a)(iv) of
                 the Interim DIP Order;

              v. the failure of the Debtor to provide financial
                 reporting in accordance with clause 4(a)(v) of
                 the Interim DIP Order and the applicable
                 agreements; provided, that, notwithstanding
                 anything to the contrary in this Interim Order or

                 the applicable agreements, following receipt of
                 the necessary notices, the Debtor will have the
                 benefit of a seven business day cure period with
                 respect to clause 4(a)(v) of the Interim DIP
                 Order;

             vi. the failure to comply with clause 4(c)(i)(B) of
                 the Interim DIP Order; and

            vii. the dismissal of this Chapter 11 case, the
                 conversion of this chapter 11 Case to a case
                 under Chapter 7 of the Bankruptcy Code, or the
                 appointment of a Chapter 11 trustee in this
                 Chapter 11 case.

Walter's capital needs are unique and substantial.  In the ordinary
course, the Company uses commitments under its warehouse facilities
to fund the loans that it originates and to repurchase reverse
mortgage loans from securitization pools.  It also uses advance
facilities and structured finance facilities issued by special
purpose entities to fund advances on the mortgage loans that the
Company services.  Finally, at any given time, the Company hedges
its interest rate exposure with respect to loans that are either
awaiting transfer into securitizations or are subject to interest
rate locks by the borrowers.

The relief sought in this motion is needed (i) to enable the Debtor
to facilitate up to $1.9 billion in warehouse financing for its
primary operating subsidiaries, Ditech Financial LLC and Reverse
Mortgage Solutions Inc., under various master repurchase agreements
and (ii) provide access to $1.35 billion in hedging capacity.  The
DIP Warehouse Financing will provide the Company increased
commitment levels and more advantageous terms compared to the
existing facilities.  It will also ensure that the Company's
warehouse financing needs will be available and not abruptly
terminated.  The DIP Warehouse Lenders have agreed to extend
financing to the operating subsidiaries of the Debtor -- allowing
the subsidiaries to remain outside of Chapter 11 -- in exchange for
the Debtor's guaranties and certain additional protections.  The
proposed structure will enable the Debtor to carry out the
restructuring in the most efficient manner and with minimal
disruption to the Company's operations.  To be clear, because the
Debtor is the only chapter 11 filer, the motion and proposed order
do not seek authorization for the non-Debtor affiliates to enter
into the DIP Documents, grant liens or incur obligations.

In addition, the Debtor's prepetition secured term loan lenders
have agreed to the Debtor's use of the Prepetition Collateral,
including cash collateral, in exchange for certain agreed upon
adequate protection.  As a result of being able to access the
Prepetition Collateral, the Debtor will continue to have access to
the Company's cash management system and incur intercompany
obligations in the ordinary course of business, which will enable
seamless funding of the Debtor's anticipated short stay in chapter
11.

The Debtor negotiated the DIP Warehouse Financing and the Adequate
Protection with the DIP Warehouse Credit Parties and its
prepetition secured term loan lenders in good faith and at arm's
length, and believes that the terms of the DIP Warehouse Financing
and Adequate Protection are competitive and the best terms that
could be obtained under the circumstances.  The DIP Warehouse
Financing has been market tested and is the best of three offers
received by the Company.  

A copy of the Debtors' request is available at:

           http://bankrupt.com/misc/nysb17-13446-19.pdf

                     About Walter Investment

Based in Fort Washington, Pennsylvania and established in 1958,
Walter Investment Management Corp., formerly known as Walter
Investment Management LLC -- 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.

Walter Investment commenced a prepackaged chapter 11 case (Bankr.
S.D.N.Y. Lead Case No. 17-13446) with a plan of reorganization
where the Company commits to reduce its outstanding corporate debt
by approximately $806 million through a combination of cancellation
of debt ($531 million) and principal paydowns ($275 million).

As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion
and total debt of $15.21 billion.

The case is assigned to Hon. James L. Garrity Jr.

Weil, Gotshal & Manges LLP, is the Debtor's counsel, with the
engagement led by Sunny Singh, Esq., Ray C. Schrock, P.C., and
Joseph H. Smolinsky, Esq.  The Debtor's investment banker is
Houlihan Lokey Capital, Inc.  The Debtor's Restructuring Advisor is
Alvarez & Marsal North America, LLC.  The Debtor's claims and
noticing agent is Prime Clerk LLC.


WALTER INVESTMENT: Taps Prime Clerk as Administrative Advisor
-------------------------------------------------------------
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 administrative advisor.

The firm will provide bankruptcy administrative services to the
company and its affiliates, which include assisting them in the
solicitation, balloting and tabulation of votes; preparing an
official ballot certification; providing a confidential data room;
and managing any distribution pursuant to a bankruptcy plan.

The firm's hourly rates are:

     Analyst                        $30 - $50
     Technology Consultant          $35 - $95
     Consultant/Sr. Consultant     $65 - $165
     Director                     $175 - $195
     COO/Executive VP               No charge
     Solicitation Consultant             $190
     Director of Solicitation            $210

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.


WALTER INVESTMENT: Taps Weil Gotshal as Legal Counsel
-----------------------------------------------------
Walter Investment Management Corp. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Weil, Gotshal & Manges LLP as its legal counsel.

The firm will assist the Debtor in the administration of its estate
and will provide other legal services related to its Chapter 11
case.

The firm's hourly rates range from $990 to $1,500 for members and
counsel, $535 to $975 for associates, and $230 to $385 for
paraprofessionals.

Prior to the petition date, Weil received payments and advances in
the aggregate amount of $16,364,867.66 for professional services
performed and to be performed, including the preparation for the
filing and prosecution of the Debtor's case.

The firm has a remaining credit balance in favor of the Debtor for
future professional services to be performed and expenses to be
incurred in connection with its case in the approximate amount of
$1.5 million.

Ray Schrock, P.C., disclosed in a court filing that his firm is a
"disinterested person" 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.
Schrock disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Weil professional has varied his rate
based on the geographic location of the bankruptcy case.

Mr. Schrock also disclosed that his firm is developing a
prospective budget and staffing plan for the case for the period   
beginning December 2017 and ending January 2018.

Weil can be reached through:

     Ray C. Schrock, P.C.
     Joseph H. Smolinsky, Esq.
     Sunny Singh, Esq.
     Weil, Gotshal & Manges LLP
     767 Fifth Avenue
     New York, NY 10153
     Tel: (212) 310-8000
     Fax: (212) 310-8007
     Email: ray.schrock@weil.com
     Email: joseph.smolinsky@weil.com
     Email: sunny.singh@weil.com

                     About Walter Investment

Established in 1958, Walter Investment Management Corp. --
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.

Based in Fort Washington, Pennsylvania, Walter Investment, formerly
known as 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.  The petition was signed
by David Coles, the Debtor's senior vice-president.

The case is assigned to Hon. James L. Garrity Jr.  

The Debtor hired Houlihan Lokey Capital, Inc. as its investment
banker, and Alvarez & Marsal North America, LLC to provide
restructuring services.  Prime Clerk LLC is the claims and noticing
agent.

As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion
and total debts of $15.21 billion.


WK MANAGEMENT: Hires Colliers International as Real Estate Broker
-----------------------------------------------------------------
WK Management Services seeks authority from the U.S. Bankruptcy
Court for the Southern District of Texas, Galveston Division, to
employ Colliers International Houston Inc. as real estate brokers.

The Debtor is a real estate holding company, which intends to sell
its interest in unimproved real estate of Galveston County, Texas
to satisfy allowed claims against the Debtor.

Colliers would receive 6% commission for marketing the property,
negotiating any sale of the property and the closing of said sale.

Patrick Duffy attests that Colliers does not hold an interest
adverse to the estate; has not represented the Debtor, its
creditors, any other party in interest, any of their respective
attorneys and accountants, the U.S. Trustee, or any person employed
in the Office of the US Trustee; and Colliers and its professionals
are disinterested persons as that term is defined in 11 U.S.C. Sec.
101(14).

The Broker can be reached through:

     Patrick Duffy
     Colliers International Houston Inc.
     1233 West Loop South, Suite 900
     Houston, TX 77027
     Tel: 713-222-2111
     Email: patrick_duffy@colliers

             About WK Management Services

WK Management Services, Inc. owns approximately 3,460 acres of
unimproved land located in the Bolivar Peninsula of Galveston,
Galveston County, Texas.  It is a real estate holding company which
intends to subdivide its interest in the unimproved real estate in
Galveston County, Texas, to satisfy allowed claims against it.  The
Debtor believes that the property is worth between $40 million and
$84 million, with liens asserted against it by TCA Global Credit
Master Fund, LP, a Grand Cayman corporation, which asserts a debt
against the Debtor in the amount of $16.5 million arising out of
two extensions of credit in the original principal amount of $7.3
million.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Texas Case No. 17-80138) on May 1, 2017.  Bryan
Scott Jarnagin, president, signed the petition.  

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

Judge Marvin Isgur presides over the case.


WOODBRIDGE GROUP: Proposes $100M of Financing From Hankey
---------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the District of Delaware permission to obtain
DIP financing in the amount of up to $100 million from Hankey
Capital, LLC, and use cash collateral.

Woodbridge Group wants to obtain up to $25,000,000 in principal
amount of postpetition financing on an interim basis.  The DIP
Facility includes senior secured superpriority debtor-in-possession
term loans in the aggregate principal amount of up to $100 million,
to be made available to the Borrowers in multiple draws, $5 million
of which will be funded at the DIP closing and a maximum of $25
million may be funded prior to the date of the entry of the final
court order, and up to $75 million of which will be funded in one
or more subsequent draws, as determined by the Debtors, commencing
on the date of entry of the Final Order.

Hankey was selected as DIP Lender after careful deliberation
because Hankey offered the best economics (both in terms of
interest rate and fees) of any potential lender, and because of
their experience in the high-end luxury residential real estate
sector and familiarity with the properties.  In addition, the
proposed DIP Facility overcomes all of the hurdles that the Debtors
faced in identifying a potential financing source.

First, Hankey agreed to provide the DIP Facility secured only by
priming liens on a set of 28 of the Debtors' properties (the "Core
Assets"); by lending solely against specified assets rather than
insisting on a traditional grant of a security interest in
substantially all the assets of all the Debtors, the DIP Lender has
provided the Debtors with the flexibility necessary to fund its
continuing operations and the ability to provide conditional
adequate protection to the Noteholders in the form of replacement
liens on certain of the Debtors' properties other than the Core
Assets.  Thus, the DIP Lender has agreed to structure the DIP
Facility in a manner that will allow for the Debtors' turnaround
efforts to be pursued.  Further, subject to satisfaction of several
conditions (including confirmation that loan-to-value ratios and
market conditions are in line with those existing at
the closing of the DIP Facility), the DIP Lender has indicated its
willingness to consider providing the Debtors with an option to
convert any principal and interest owing under the DIP Facility
into exit financing upon confirmation of an acceptable chapter 11
plan and the Debtors' successful emergence from chapter 11.  Such
exit financing would provide the reorganized Debtors with
additional operating liquidity that would create an opportunity for
the Debtors to successfully complete their turnaround and fund the
chapter 11 plan.  In other words, Hankey could represent both an
immediate and longer-term solution to the Debtors' current
liquidity needs.  The availability of the DIP Facility is subject
to satisfaction of the conditions precedent set forth in the DIP
Agreement.  Availability of fundings under the DIP Facility will be
limited by a portfolio-wide borrowing base calculation, such that
the DIP loans will not exceed 50% of the "as-is" value of the Core
Assets as provided by the Debtors.

The DIP Facility will be used for working capital, including the
funding of expenses related to the construction, renovation,
marketing and sale of the core assets and other assets of the
Debtors related entities (including Debtors that are not obligated
under the DIP Agreement), and to pay fees, costs and expenses
incurred in connection with the transactions contemplated hereby
and other administration costs incurred in connection with the
cases.

The loan will have a per annum rate equal to the prime rate plus
5.0%, but in any event not less than 9.5%, and a default rate of a
per annum rate equal to 3.0% higher than the non-default rate.

The Debtor must pay these fees:

     a. a closing fee payable to DIP Agent, for the account of
        each DIP Lender, on the Closing Date in the amount of
        $1.50 million; and

     b. an exit fee payable to DIP Agent, for the account of each
        DIP Lender, on the earlier of the maturity date and the
        date on which the Obligations under the DIP credit
        agreement are paid in full, or become due and payable or
        the lending commitments are terminated, in the amount of
        $1.25 million.

The initial funding of the DIP facility will be subject to
customary and reasonable conditions, including the entry of an
interim order satisfactory to the Lender.  On the funding date of
each DIP Loan (i) there will exist no default or event of default
continuing under the DIP loan documents, (ii) the representations
and warranties of the loan parties therein will be true and correct
in all material respects, (iii) other than the commencement of the
cases, no event has occurred or circumstance exists that has or
could reasonably be expected to have a material adverse effect, and
(iv) with respect to the DIP Facility, the interim court order or
the entry of a final order, satisfactory to the DIP Agent, as the
case may be, will be in full force and effect and will not have
been vacated, reversed or stayed in any respect or, except as
expressly permitted by the DIP Loan Documents, modified or amended
in any manner.  Fundings in excess of $5 million of the DIP Loan
are subject to the DIP Agent and Lender's satisfaction with title
searches on properties as to the amount of any prior liens.

The DIP collateral includes all owned or hereafter acquired assets
and property of the Loan Parties, including the core assets, except
the collateral pledged by the Woodbridge Group of Companies is
limited to the Woodbridge Pledged Collateral.  The obligations of
the borrowers under the DIP Facility, including all DIP Loans,
will, subject to the carve-out, at all times, be secured by a lien
on and security interest in all collateral.

The stated maturity date with respect to the DIP Facility will be
the date which is 12 months following the initial funding of the
DIP Facility.

                         Cash Collateral

Prepetition, seven investment funds -- comprised of Woodbridge
Mortgage Investment Fund 1, LLC ("WMIF1"); Woodbridge  Mortgage
Investment Fund 2, LLC ("WMIF2"); Woodbridge Mortgage Investment
Fund 3, LLC ("WMIF3"); Woodbridge Mortgage Investment Fund 3A, LLC
("WMIF3A"); Woodbridge Mortgage Investment Fund 4, LLC ("WMIF4");
Woodbridge Commercial Bridge Loan Fund 1, LLC ("WCBLF1"), and
Woodbridge Commercial Bridge Loan Fund 2, LLC ("WCBLF2" and,
collectively with WCBLF1, the "Bridge Loan Funds" -- raised funds
for Woodbridge's operations (collectively, the "Funds").  

Woodbridge has raised funds for its operations (i) by borrowing
funds in connection with promissory notes (the "Lender Notes") from
individual investors (the "Noteholders"), and (ii) pursuant to
subscription agreements under which subscribers (the "Unitholders")
purchase units (the "Units") in individual Funds.

As of the Petition Date, the Funds were collectively indebted to
approximately 8,998 Noteholders, with a cumulative total
outstanding amount of Lender Notes of $750,438,988.

Aside from the Noteholders, the Debtors owe secured indebtedness to
three third-party lenders in connection with three of their
properties.  Specifically, three of the PropCos -- Bishop White
Investments, LLC, Craven Investments, LLC, and Grand Midway
Investments, LLC (the "Third-Party Funding PropCos") -- are funded
by third-party notes issued by 805 Nimes Place, LLC, Ashley Land,
LLC, and Tintarella, LLC, respectively (collectively, the
"Third-Party Funders") rather than by Noteholders.

The Funds have consented to the use of their cash collateral.  The
only parties with an arguable interest in the Cash Collateral who
have not consented to its use are the Noteholders; however, they do
not have even an arguable interest in most of the Debtors' cash.
As of the Petition Date, the Debtors held $12 million in cash in
their general proceeds account held by Woodbridge Group of
Companies, LLC.  These funds are commingled and result from a
combination of sources including operations, third party
investments, and sales of real property assets.  To the extent the
sale of real property assets resulted in the repayment of notes
that were collateral for obligations to the Noteholders, based on a
review of the company's books and records, it appears such
Noteholders released their interests, were repaid, or consented to
Woodbridge retaining these funds.

A copy of the Debtors' Motion is available at:

           http://bankrupt.com/misc/deb17-12560-22.pdf

                     About Woodbridge Group

Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://woodbridgecompanies.com-- is a comprehensive
real estate finance and development company.  Its principal
business is buying, improving, and selling high-end luxury homes.
The Woodbridge Group Enterprise also owns and operates full-service
real estate brokerages, a private investment company, and real
estate lending operations.  The Woodbridge Group Enterprise and its
management team have been in the business of providing a variety of
financial products for over 35 years, and have been primarily
focused on the luxury home business for the past five years.  Since
its inception, the Woodbridge Group Enterprise team has completed
over $1 billion in financial transactions.  These transactions
involve real estate, note buying and selling, hard money lending,
and alternative financial transactions involving thousands of
investors.  In total, the Woodbridge Group Enterprise has executed
hundreds of significant transactions.

Woodbridge Group of Companies, LLC and its affiliates filed Chapter
11 bankruptcy petitions (Bankr. D. Del. Case No. 17-12560) on Dec.
4, 2017.

Woodbridge estimated assets and liabilities at between $500 million
and $1 billion.

Judge Kevin J. Carey presides over the case.

Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.

The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC.

Garden City Group, LLC, is the Debtors' claims and noticing agent.


WOODBRIDGE GROUP: To Seek Plan Approval Before End of 2018
----------------------------------------------------------
The Woodbridge Group of Companies, LLC, and certain of its
affiliates and subsidiaries have sought Chapter 11 protection to
implement a debt recapitalization intended to restructure its
approximately $750 million in debt.

Woodbridge will continue to operate as before through the Chapter
11 proceedings.

Woodbridge said in a court filing the Debtors intend to file a
chapter 11 plan that implements their proposed restructuring and
transitions their real estate investment business to institutional
financing sources.  To this end, the Debtors have entered into an
agreement with Hankey Capital, LLC, pursuant to which it will
provide the Debtors with up to $100 million in debtor-in-possession
financing that will be secured by first priority priming liens on
28 properties, which are the core assets, each owned individually
by 27 of the Debtors.

The DIP Lender has agreed to consider allowing the DIP Financing to
be converted into exit financing, assuming certain conditions are
satisfied (including confirmation that loan-to-value ratios and
market conditions are in line with those existing at the closing of
the DIP Facility); alternatively, the Debtors may pursue other
financing sources to secure exit financing.

The Debtors believe that the DIP Financing, combined with the
ability to convert it into (or otherwise obtain) exit financing,
will provide the necessary flexibility to restructure their
business operations, as well as to engage in an appropriate
dialogue with their creditor constituencies.

The Debtors' proposed restructuring plan is designed to maximize
the value of their business and assets, while restructuring their
substantial debt load, to provide the maximum recovery possible to
the Debtors' creditors.  With a deleveraged balance sheet,
independent management empowering an organizational restructuring,
and a committed lender that supports the Debtors' turnaround
efforts, the Debtors will be poised to successfully emerge as a
profitable real estate investment enterprise.  The Debtors seek to
propose confirmation of a plan of reorganization before the end of
2018.

The Company said that up to $100 million of the Hankey Capital
funding will provide sufficient liquidity to maintain its
operations and continue property development in the  ordinary
course of business during the Chapter 11 process.  Historically a
leading developer of high-end real estate, as the size and scope of
the business has grown, the Company's increased operating and
development costs have been exacerbated by the unforeseen  costs
associated with ongoing litigation and regulatory compliance.  This
combination of rising costs and regulatory pressure led to a loss
of liquidity, resulting in Woodbridge's inability to make its
regularly scheduled one-year Notes payment due Dec. 1, 2017.

In consideration of all of these factors, the Company determined
that a recapitalization of its debt provides the most efficient and
effective path to restructure debt and maximize recovery for its
creditors and investors.

In September 2016, the Company came under investigation by the
United States Securities and Exchange Commission ("SEC"), in
connection with alleged securities law violations.  The Company
will continue to cooperate fully and work with the SEC and state
regulators toward resolution of any investigations.

Woodbridge has also restructured its management team.  Robert
Shapiro, the Company's President, Manager and Chief Executive
Officer of Woodbridge Group of Companies, resigned effective Dec.
1, 2017, and is engaged in a consulting capacity to the Company.
Lawrence Perkins, of SierraConstellation Partners, has been
appointed Chief Restructuring Officer, and Marc Beilinson, of
Beilinson Advisory Group, has been appointed as Independent
Manager.  Mr. Perkins and Mr. Beilinson will lead, manage, and
oversee the Company's businesses.

"Woodbridge has already taken a number of steps in the right
direction to rebuild a solid financial platform," said Mr.
Perkins.

"Using the Chapter 11 process, the Company will be able to continue
its normal daily operations and expedite the process of
recapitalizing its debt.  We are focused on developing a plan of
reorganization to emerge from Chapter 11 as a strong and viable
company."

"We have a strong, independent management team in place and an
institutional source of capital that should set Woodbridge on a
path to emerge with the financial flexibility the Company needs to
continue its successful operation," said Mr. Beilinson.

The Company expects to exit bankruptcy as expeditiously as
possible.

                  Prepetition Capital Structure

The Debtors' principal assets consist of a portfolio of 138
properties ranging in estimated value from approximately $50,000 to
$150,000,000.  These properties are in various stages of
development or renovation.  In the aggregate the Debtors' assets
have an estimated value of $650 million to $750 million.

The Woodbridge Group Enterprise includes a network of special
purpose vehicle entities ("SPVs") that hold real properties.
Specifically, the Woodbridge Group Enterprise includes over 200
separate active limited liability company SPVs called PropCos, 140
of which are Debtors, nearly all of which hold an individual real
property asset.  Most of the PropCos are, in turn, wholly owned by
related SPVs -- called MezzCos or HoldCos -- the sole assets of
which are the equity of the PropCos; a total of 127 MezzCos are
Debtors.

The Debtors have no funded debt with the exception of three
properties that have seller financing.  As of the Petition Date,
the Funds owe approximately $750 million to noteholders.  As of
September 30, 2017, the MezzCos and PropCos owed approximately $865
million to the Funds.  In addition, the MezzCos and SPVs have
limited funded debt obligations to third parties.

Prepetition, seven investment funds -- comprised of Woodbridge
Mortgage Investment Fund 1, LLC ("WMIF1"); Woodbridge  Mortgage
Investment Fund 2, LLC ("WMIF2"); Woodbridge Mortgage Investment
Fund 3, LLC ("WMIF3"); Woodbridge Mortgage Investment Fund 3A, LLC
("WMIF3A"); Woodbridge Mortgage Investment Fund 4, LLC ("WMIF4");
Woodbridge Commercial Bridge Loan Fund 1, LLC ("WCBLF1"), and
Woodbridge Commercial Bridge Loan Fund 2, LLC ("WCBLF2" and,
collectively with WCBLF1, the "Bridge Loan Funds" -- raised funds
for Woodbridge's operations.

Woodbridge has raised funds for its operations (i) by borrowing
funds in connection with promissory notes (the "Lender Notes") from
individual investors (the "Noteholders"), and (ii) pursuant to
subscription agreements under which subscribers (the "Unitholders")
purchase units (the "Units") in individual Funds.

As of the Petition Date, the Funds were collectively indebted to
approximately 8,998 Noteholders, with a cumulative total
outstanding amount of Lender Notes of $750,438,988.

Aside from the Noteholders, the Debtors owe secured indebtedness to
three third-party lenders in connection with three of their
properties.  Specifically, three of the PropCos -- Bishop White
Investments, LLC, Craven Investments, LLC, and Grand Midway
Investments, LLC (the "Third-Party Funding PropCos") -- are funded
by third-party notes issued by 805 Nimes Place, LLC, Ashley Land,
LLC, and Tintarella, LLC, respectively (collectively, the
"Third-Party Funders") rather than by Noteholders.

                     About Woodbridge Group

Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://woodbridgecompanies.com-- is a comprehensive
real estate finance and development company.  Its principal
business is buying, improving, and selling high-end luxury homes.
The Woodbridge Group Enterprise also owns and operates full-service
real estate brokerages, a private investment company, and real
estate lending operations.  The Woodbridge Group Enterprise and its
management team have been in the business of providing a variety of
financial products for more than 35 years, and have been primarily
focused on the luxury home business for the past five years.  Since
its inception, the Woodbridge Group Enterprise team has completed
over $1 billion in financial transactions.  These transactions
involve real estate, note buying and selling, hard money lending,
and alternative financial transactions involving thousands of
investors.  In total, the Woodbridge Group Enterprise has executed
hundreds of significant transactions.

Woodbridge Group of Companies, LLC and its affiliates filed Chapter
11 bankruptcy petitions (Bankr. D. Del. Case No. 17-12560) on Dec.
4, 2017.  Woodbridge estimated assets and liabilities at between
$500 million and $1 billion.

Judge Kevin J. Carey presides over the case.

Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.

The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC.

Beilinson Advisory Group is serving as independent management to
the Debtors.  Garden City Group, LLC, is the Debtors' claims and
noticing agent.


WRIGHT'S WELL: Oceaneering Wants Court to Junk Amended Disclosures
------------------------------------------------------------------
Oceaneering International, Inc., objects to Wright's Well Control
Services, LLC's first amended disclosure statement dated Nov. 2,
2017.

The Amended Disclosure Statement describes a plan that will pay
unsecured creditors in cash from operations and not just from
whatever WWCS recovers in its litigation with Oceaneering, which
resolves one structural problem noted in the Original Objection.
However, Oceaneering complains that the Amended Disclosure
Statement does not provide sufficient information to determine if a
reorganized WWCS is likely to be able to make those payments. 

Thus, the Court should deny approval of the Amended Disclosure
Statement and consider converting this case to one under Chapter 7
of the Bankruptcy Code, as discussed in the Court's Order setting a
hearing on the Disclosure Statement.

The Troubled Company Reporter previously reported that the general
unsecured claims will be paid from the proceeds of any recovery
from the Patent Litigation, after payment of costs of prosecution
of that litigation including attorney fees and out-of-pocket
expenses. In the event there is insufficient recovery from the
Patent Litigation to pay unsecured creditors in full then the
Reorganized Debtor will pay the unpaid portion of these claims, pro
rata, in full in twenty equal quarterly installments commencing on
the first day of the quarter following the date on which a judgment
ending the Patent Litigation is final and unappealable or the
matter is settled and all claims dismissed.

A copy of Oceaneering's Objection is available at:

     http://bankrupt.com/misc/lawb17-50354-155.pdf

Attorneys for Oceaneering International, Inc.:

     J. Eric Lockridge (#30159)
     Wade R. Iverstine (#31793)
     KEAN MILLER LLP
     II City Plaza
     400 Convention Street, Suite 700
     Baton Rouge, Louisiana 70802
     Phone: 225.387.0999
     eric.lockridge@keanmiller.com
     wade.iverstine@keanmiller.com

           About Wright's Well Control Services

Based in Lake Charles, Louisiana, Wright's Well Control Services,
LLC, provides oil and gas well control solutions.

The Debtor filed a Chapter 11 petition (Bankr. W.D. La. Case No.
17-50354) on March 22, 2017.   In its petition, the Debtor
estimated less than $50,000 in assets and $1 million to $10 million
in liabilities. The petition was signed by David Christopher
Wright, the Debtor's manager and member.

Judge Robert Summerhays presides over the case.

Kent H. Aguillard, Esq., at H. Kent Aguillard, represents the
Debtor as bankruptcy counsel.  The Debtor hired a joint venture
composed of Hilco Industrial LLC, Myron Bowling Auctioneers and
Cincinnati Industrial Auctioneers as its asset marketing and sales
agent. The Debtor taps Martin and Pellegrin as accountant.

On September 12, 2017, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.


ZENITH ENERGY: S&P Assigns 'B+' Corp Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' corporate credit rating to
Zenith Energy U.S. Logistics Holdings LLC. 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 $450 million term
loan B and $50 million revolving credit facility. The '3' recovery
rating indicates our expectation for meaningful (50%-70%; rounded
estimate: 60%) recovery in the event of a default.

"Our ratings on Zenith are influenced by the company's high
leverage and re-contracting risk, which exposes it to changing
end-user demand and competition. Partially offsetting these
weaknesses are the general cash flow stability associated with
Zenith's storage assets and take-or-pay contracts and its good
scale, scope, and geographic diversity across the U.S.

"The stable outlook on Zenith is based on our view that the company
will maintain its current utilization levels while completing
growth projects on time and within budget. Under our base-case
scenario, we expect the company to maintain debt-to-EBITDA of
between 5.5x and 6.0x over the next year.

"We could lower our rating on Zenith if the company's utilization
drops because of declining demand for its services, if its maturing
contracts are not extended at an adequate price level, or if its
growth projects experience delays or cost overruns. We could also
consider lowering our rating if the company's debt-to-EBITDA
exceeds 6.5x on a consistent basis.

"We could raise our rating on Zenith if the company can maintain
its current level of utilization and complete growth projects on
time and within budget while deleveraging such that its
debt-to-EBITDA declines below 5x on a consistent basis. In order to
raise our ratings, we would also need the company's financial
sponsor to commit to maintain a less aggressive financial policy."


[^] BOOK REVIEW: Competitive Strategy for Healthcare Organizations
------------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price:  $34.95
Review by Francoise C. Arsenault

Order your personal copy today at http://bit.ly/1nqvQ7V

Competitive Strategy for Health Care Organizations: Techniques for
Strategic Action is an informative book that provides practical
guidance for senior health care managers and other health care
professionals on the organizational and competitive strategic
action needed to survive and to be successful in today's
increasingly competitive health care marketplace. An important
premise of the book is that the development and implementation of
good competitive strategy involves a profound understanding of
change. As the authors state at the outset: "What may need to be
done in today's environment may involve great departure from the
past, including major changes in the skills and attitudes of
staff, and great tact and patience in bringing about the necessary
strategic training."

Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must be
taken into account for successful strategic decision-making. These
factors include the analysis of the environmental trends and
competitive forces affecting the health care field, past, current,
and future; the analysis of the competitive position of the
organization; the setting of goals, objectives, and a strategy;
the analysis of competitive performance; and the readaptation of
the business, if necessary, through positioning activities,
redirection of strategy, and organizational change.

Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of physician-
owned hospitals and physician-backed joint ventures, it is
difficult to envision the physician in the passive role of "being
managed." However, even the changing role of physicians since the
book's first publication correlates with the authors' premise that
their model for competitive strategic planning is based exactly on
understanding and anticipating change, which is no better
illustrated than in health care where change is measured not in
years but in months. These middle chapters and the other chapters
use a mixture of didactic presentation, graphs and charts,
quotations from famous individuals, and anecdotes to render what
can frequently be dry information in an entertaining and readable
format.

The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final chapter
also discusses the competitive issues specific to various types of
health care delivery organizations, including teaching hospitals,
community hospitals, group practices, independent practice
associations, hospital groups, super groups and alliances, nursing
homes, home health agencies, and for-profits. An interesting quote
on for-profits indicates how time and change are indeed important
factors in strategic planning in the health care field: "Behind
many of the competitive concerns.lies the specter of the for-
profits. Their competitive edge has lain until now in the
excellence of their management. But developments in the past half-
decade have shown that the voluntary sector can match the for-
profits in management excellence. Despite reservations that may
not always be untrue, the for-profit sector has demonstrated that
good management can pay off in health care. But will the voluntary
institutions end up making the same mistakes and having the same
accusations leveled at them as the for-profits have? It is
disturbing to talk to the head of a voluntary hospital group and
hear him describe physicians as his potential competitors."


                            *********

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
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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
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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
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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
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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 ***