TCR_Public/171213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, December 13, 2017, Vol. 21, No. 346

                            Headlines

1201 PLEASANTVILLE: B. Stepanian Renews Bid for Trustee Appointment
2950 W. GOLF: Case Summary & 7 Unsecured Creditors
330 DAY LLC: Voluntary Chapter 11 Case Summary
786 MY HIALEAH: U.S. Trustee Unable to Appoint Committee
AEROGROUP INTERNATIONAL: Dec. 27 Auction of Commercial Leases

AEROSTAR AIRPORT: Moody's Confirms Ba2 Rating on $400MM Sr. Bonds
ALABAMA PARTNERS: Court Extends Exclusivity Period Until Feb. 7
ALUMINUM EXTRUSIONS: $7.3M Sale of All Assets to Larson Approved
AMG INTERNATIONAL: Wants to Enter Into Premium Finance Pact
AQGEN ASCENSUS: Moody's Affirms B3 CFR; Outlook Stable

ARCAPITA BANK: RA Holding Has $514K Operating Loss in Q3
ARIZONA AGRIBUSINESS: S&P Alters Outlook to Neg & Affirms BB+ CCR
ARIZONA FUNDRAISING: Wells Fargo to Get $60K Under Revised Plan
ARMSTRONG ENERGY: Unsecureds to Recoup 0-1% Under Amended Plan
AUTODATA INC: Moody's Affirms B3 Corporate Family Rating

AVAYA INC: Court Confirms 2nd Amended Joint Plan
BAVARIA YACHTS: Exclusive Period to File Ch. 11 Plan Extended
BILL BARRETT: Nets $100.3 Million From Stock Offering
BOWER CONTRACTING: Feb. 6 Plan Confirmation Hearing
BOWMAN DAIRY: Needs Time to Evaluate Milk Market & File Plan

BOWMAN DAIRY: Taps JensenBrewer as Special Conflicts Counsel
BREITBURN ENERGY: 6.98% Recovery for Unsecureds Under Latest Plan
BREITBURN ENERGY: Plan Confirmation Hearing Set for Jan. 11
BRIDAN 770: Seeks 90-Day Extension of Exclusivity Periods
CARESTREAM HEALTH: S&P Cuts Secured First-Lien Debt Rating to 'B'

CHARMING CHARLIE: Case Summary & 50 Largest Unsecured Creditors
CHINA FISHERY: Needs Until February 28 to Solicit Plan Acceptances
CLASSIC DEVELOPMENTS: Has Until April 10 to File Chapter 11 Plan
CLINE GRAIN: $38K Sale of Equipment to Shareholders' Sons Approved
CLINE GRAIN: Private Sale of Farm Equipment to Sons for $83K Okayed

CLINE GRAIN: Sale of All Vehicles to Family Members for $45K Okayed
COCHON PROPERTIES: Further Amended Plan on Nov. 30
CUMULUS MEDIA: U.S. Trustee Forms 7-Member Committee
DELAWARE VALLEY UNIV.: Moody's Revises Ratings Outlook to Stable
DENBURY RESOURCES: S&P Cuts CCR to 'SD' on Note Exchange

DENTON DOUGH: Case Summary & 20 Largest Unsecured Creditors
DEXTERA SURGICAL: Case Summary & 20 Largest Unsecured Creditors
ENVIRO-SAFE: Worldwide Buying 2008 Skyjack Lift for $12K
ENVIRO-SAFE: Worldwide Buying 2014 JLG G-10 Telehandler for $79K
ESPLANADE HL: Needs Until January 29 to Formulate Viable Plan

EWT HOLDINGS III: S&P Rates 2024 $797MM First-Lien Term Loan 'B'
FERHANA DESAI: Samazo Buying Gaithersburg Farm for $1.5 Million
FIVE A TRADING: Case Summary & 20 Largest Unsecured Creditors
FLO'S LLC: Unsecured Creditors to Receive at Least $45K in 5 Years
FLORIDA DEVELOPMENT: Fitch Rates $600MM 2017 Revenue Bonds 'BB-'

FOC INC: Proposes a Sale of FTI's 8K Stocks in Casey's
FR DIXIE: S&P Lowers CCR to 'CCC' on Weakened Liquidity
FYNDERS INC: MDOR to Receive $4.4K in 50 Months Under New Plan
GENERAL CABLE: S&P Places 'B' CCR on Watch Pos. on Prysmian Deals
GENON ENERGY: US Trustee Objects to Debtors' Global Settlement

GILES REPLOGLE: Fox Harwood Buying Personal Property for $900K
GLOBAL BROKERAGE: Case Summary & 5 Unsecured Creditors
GREATER HARVEST: Sale of Two Reno Parcels for $449K Approved
HALT MEDICAL: Wants Plan Exclusivity Extended to Feb. 6
HEALTH DIAGNOSTIC: Panel Wants Permanent Liquidating Trustee

HERALD MEDIA: Wants Up To $500,000 DIP Financing From Gatehouse
HUDSON'S BAY CO: S&P Alters Outlook to Neg on Increased Challenges
INSTITUTE OF CARDIOVASCULAR: Plan Filing Period Moved to Feb. 12
JAMES BUSCHENA: Sale of Murray County Property for $808K Approved
JARUB TRANS: Voluntary Chapter 11 Case Summary

JOHN JOHNSON III: Trustee's Sale of 2011 Ferrari California Okayed
JONESBORO HOSPITALITY: Tax Agencies' Secured Claims Raised to $258K
JOURNAL-CHRONICLE CO: U.S. Trustee Unable to Appoint Committee
KITTERY POINT: Taps Roach Hewitt as Special Counsel
LD INTERMEDIATE: Moody's Lowers CFR to Caa1; Outlook Negative

LEHMAN BROTHERS UK: Needs Additional Time to Review Claims
LOMBARD PUBLIC: Has Until February 23 to File Chapter 11 Plan
MADEESMA INTERNATIONAL: Case Summary & 4 Unsecured Creditors
MANIX HOLDINGS: Sale of Kissimmee Property to 7491 for $8.6M Okayed
MATTEL INC: Fitch Lowers Long-Term IDR to BB; Outlook Negative

MATTEL INC: Moody's Lowers Senior Unsecured Bonds Rating to Ba3
MATTEL INC: S&P Lowers CCR to 'BB-' CCR, Outlook Negative
MELEK TZADIK: U.S. Trustee Unable to Appoint Committee
MICHIGAN HONEY: Unsecured Creditor to Get Full Payment in 35 Months
MISSOURI CITY FUNERAL: U.S. Trustee Unable to Appoint Committee

MONTREAL MAINE: Canadian Pacific Can't Appeal Refusal to Junk Suit
MORCENT IMPORT: U.S. Trustee Unable to Appoint Committee
MOSADI LLC: U.S. Trustee Unable to Appoint Committee
NATIONAL TRUCK: May Enter Into Premium Financing Pact
NFP CORP: Moody's Maintains B3 Corporate Family Rating

PACIFIC DRILLING: Hires Prime Clerk as Administrative Advisor
PATRIOT NATIONAL: To File Chapter 11 to Facilitate Restructuring
PATTINIS LLC: U.S. Trustee Unable to Appoint Committee
PHOENIX SERVICES: S&P Places 'B' CCR on Watch Neg on Acquisition
R & A PROPERTIES: QTC Buying Des Moines Property for $200K

RENT RITE: Case Summary & 20 Largest Unsecured Creditors
RESIDENTIAL CAPITAL: Declares Eighth Cash Distribution
RICHARD MERCER: Johns Buying Lexington Property for $228K
RIVER SPRINGS: Moody's Rates 2015/2017 Educational Bonds 'Ba1'
ROBERT WHITE: $9K Sale of Fulfport Mobile Home to Crosswhite Okayed

ROBERT WHITE: Sale of Mobile Home Located at 11520 Allen Road OK'd
ROOSTER ENERGY: Seeks Case Conversion to Liquidation Proceeding
ROSENBAUM FARM: Exclusive Plan Filing Period Moved to Jan. 12
ROYAL COACHMAN: New Plan Modifies Treatment of Unsecured Creditors
SCIQUEST INC: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable

SEDGWICK INC: S&P Affirms 'B' ICR, Off CreditWatch
SHIBATA FLORAL: Has Court's Interim Nod to Use Cash Collateral
SOUTH POLLING: $442K Sale of Harwood Property to Riveras Approved
SPEED LUBE: Suits U Buying Peoria Property for $245K
STANDARD INDUSTRIES: Moody's Rates New Unsec. Notes Due 2028 Ba2

STEINWAY MUSICAL: S&P Alters Outlook to Stable & Affirms 'B-' CCR
SUNBURST FARMS: Simon Buckner Replaces Bill Vernon in Committee
T3M INC: Reopens Under New Ownership & Management
TEXAS SEMI TRUCK: U.S. Trustee Unable to Appoint Committee
TOYS "R" US: Committee Taps JND as Information Services Agent

TRIDENT BRANDS: Appoints New CFO Following Browne's Resignation
TWIN PONDS: $950K Sale of Centerville Property to Scraders Approved
UNILIFE CORP: Filed Plan Exhibits with Court
UNITED MOBILE: $400K Sale of 13 T-Mobile Locations to FX1 Approved
US DATAWORKS: Court OKs Disclosures & Confirms Liquidation Plan

USS ULTIMATE: Moody's Affirms B3 CFR; Outlook Stable
VORAS ENTERPRISE: Taps DiConza Traurig as Legal Counsel
WESTMORELAND RESOURCE: Appoints Interim Chief Executive Officer
WILLIAM KUETHER: $1.4M Sale of Fort Myers Property to Jacka Okayed
WILLIAMS FINANCIAL: Genesis Lease Abandonment & Vehicle Sale Okayed

WILLIAMS SEAFOOD: Jan. 23 Hearing on 3 Sea Sons' Plan Outline
WOODBRIDGE GROUP: Dec. 14 Meeting Set to Form Creditors' Panel
YOSI SAMRA: Committee Taps Sullivan & Worcester as Legal Counsel
[*] Andrews Kurth Kenyon Elects New Partners for 2018
[*] Shulman Rogers Attorneys Named to Washingtonian's Top Lawyers


                            *********

1201 PLEASANTVILLE: B. Stepanian Renews Bid for Trustee Appointment
-------------------------------------------------------------------
Berdj Stepanian submits a supplement to his motion for the
appointment of a Chapter 11 Trustee over the estate of 1201
Pleasantville Road Restaurant Holding Group, LLC.

Despite literally scores of repeated requests by Stepanian's
counsel, agreement by the Debtor and having been directed by the
Court on two occasions, the Debtor has failed to do almost any of
the things required, has ignored its obligations under the
bankruptcy code and has repeatedly used estate funds for personal
expenses. Accordingly, Stepanian believes adequate cause exists to
appoint a trustee and renews his Motion to Appoint a Chapter 11
Trustee.

Stepanian also contends that the Debtor still has not paid any
post-petition taxes, has not reserved any funds to pay such taxes
and failed to obtain a loan to pay post-petition taxes. The amount
of unpaid post-petition taxes continues to grow, especially now
during the Debtor's busiest season. As a result, with each passing
day the Debtor is permitted to operate in Chapter 11 it becomes
less and less likely the Debtor will ever be able to emerge from
bankruptcy and less and less likely that creditors will ever be
paid because the amount of post-petition taxes that must be paid to
confirm a plan and must be paid before other creditors receive any
payment continues to grow.

In sum, now that the Debtor has been in Chapter 11 for nearly six
months and has continued to incur substantial incur tax liability
each and every month, there is more than sufficient evidence that
the Debtor cannot run a business properly and thus, a trustee
should be appointed to remedy these issues.

Counsel for Berdj Stepanian:

     Schuyler G. Carroll
     PERKINS COIE LLP
     30 Rockefeller Plaza, 22nd Floor
     New York, NY 10112-0085
     Telephone: (212) 262-6900
     Facsimile: (212) 977-1649
     SCarroll@perkinscoie.com

   About 1201 Pleasantville Rd. Restaurant Holding Group

1201 Pleasantville Rd. Restaurant Holding Group LLC operates an
upscale Italian restaurant in Briarcliff Manor, New York.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 17-22743) on May 18, 2017.  Julia
Pandolfo, managing member, signed the petition.  

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


2950 W. GOLF: Case Summary & 7 Unsecured Creditors
--------------------------------------------------
Debtor: 2950 W. Golf, LLC
        2950 W. Golf Road
        Rolling Meadows, IL 60008

About the Debtor: 2950 W. Golf, LLC is a privately held
                  company based in Rolling Meadows, Illinois.

Chapter 11 Petition Date: December 11, 2017

Case No.: 17-36643

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Jack B. Schmetterer

Debtor's Counsel: Jonathan D. Golding, Esq.
                  THE GOLDING LAW OFFICES, P.C.
                  500 N. Dearborn St., 2nd Fl.
                  Chicago, IL 60654
                  Tel: 312-832-7892
                  Fax: 312-755-5720
                  E-mail: jgolding@goldinglaw.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Madan Kulkarni, manager.

A full-text copy of the petition, along with a list of seven
unsecured creditors, is available for free at
http://bankrupt.com/misc/ilnb17-36643.pdf


330 DAY LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: 330 Day, LLC
        330 Day Road
        Gilroy, CA 95020

Type of Business: 330 Day, LLC, based in Gilroy, California,
                  owns in fee simple interest a real property
                  located at 330 Day Road Gilroy, CA 95020
                  valued by the company at $1.20 million.

Chapter 11 Petition Date: December 11, 2017

Case No.: 17-52967

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Elaine M. Hammond

Debtor's Counsel: Charles B. Greene, Esq.
                  LAW OFFICE OF CHARLES B. GREENE
                  84 W Santa Clara St. #800
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  E-mail: cbgattyecf@aol.com

Total Assets: $1.20 million

Total Liabilities: $1.16 million

The petition was signed by David Tortia, managing member.

The Debtor said it has no unsecured creditors.

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

         http://bankrupt.com/misc/canb17-52967.pdf


786 MY HIALEAH: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of 786 My Hialeah, Inc., as of
Dec. 7, according to a court docket.

                   About 786 My Hialeah, Inc.

786 My Hialeah, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 17-09423) on Nov. 6, 2017, disclosing
under $1 million in both assets and liabilities.  The Debtor is
represented by James W. Elliott, Esq., at McIntyre Thanasides
Bringgold Elliott Grimaldi & Guito, P.A.


AEROGROUP INTERNATIONAL: Dec. 27 Auction of Commercial Leases
-------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized the bid procedures of Aerogroup
International, Inc., and affiliates in connection with the proposed
assumption, assignment and sale of their unexpired leases of
nonresidential real property.

The Bid Procedures will govern the submission, receipt and analysis
of all bids relating to the Commercial Leases and any party
desiring to submit a bid will do so strictly in accordance with the
terms of the Bid Procedures and the Order.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: Dec. 18, 2017 at 4:00 p.m. (ET)

     b. Auction: The Auction may be telephonic or, if necessary, at
the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New
York, New York, and will commence on Dec. 27, 2017 at 10:00 a.m.
(ET) or at such later time or other place as the Debtors will
timely notify the Qualified Bidders and any affected Landlords.

     c. Cure Objection Deadline: Dec. 27, 2017 at 12:00 p.m. (ET)

     d. Sale Objection Deadline: Dec. 22, 2017 at 11:00 a.m. (ET)

     e. Sale Hearing: Dec. 28, 2017 at 11:00 a.m. (ET)

The DIP Lender and each of the Prepetition Term Loan Credit Parties
and the Prepetition Secured Note Credit Parties will be considered
a Qualified Bidder with respect to their rights to acquire all or
any of the assets by credit bid, and any such credit bid submitted
by the DIP Lender, the Prepetition Term Loan Credit Parties or the
Prepetition Note Credit Parties will be deemed a Qualified Bid.
Further, a Landlord submitting a bid for its own Commercial
Lease(s) will be considered a Qualified Bidder with respect to such
bid.

The Order will be effective and enforceable immediately upon
entry.

A copy of the the Commercial Leases, the Commercial Lease Cure
Table and the Bid Procedures attached to the Order is available for
free at:

    http://bankrupt.com/misc/Aerogroup_International_352_Order.pdf

                 About Aerogroup International

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


AEROSTAR AIRPORT: Moody's Confirms Ba2 Rating on $400MM Sr. Bonds
-----------------------------------------------------------------
Moody's Investors Service confirmed the Ba2 rating assigned to $400
million (original outstanding amount) of senior secured bonds
issued by Aerostar Airport Holdings, LLC and changed the rating
outlook to negative. The rating action concludes the rating review
that was initiated on September 27.

RATINGS RATIONALE

The rating action reflects Aerostar's credit strengths that
partially mitigate the impact of Hurricane Maria on Puerto Rico and
its consequences on the economy and population trends. Aerostar,
the operator of San Juan Luis Muñoz Marín Airport, has an Airport
Use Agreement (AUA) with airlines that sets a revenue floor for the
airport regardless of actual enplanements. While Moody's expect
that tourism related travel will be significantly reduced in the
short term, Moody's expect that it will materially recover over the
next two years. Moreover, outmigration and diaspora related
enplanements are expected to partially compensate lower tourism
travel in the short term.

The Commonwealth of Puerto Rico (Ca negative) faces almost total
economic disruption in the near term and diminished output probably
through the end of the current fiscal year and maybe well into the
next. On one hand, a massive exodus of residents relocating to the
mainland, rather than rebuilding on the island, could further erode
Puerto Rico's economic base. On the other, an infusion of federal
relief and rebuilding funds could spur the economic growth and
infrastructure replacement that, under normal conditions, has
eluded Puerto Rico. According to preliminary Moody's Analytics
estimates, Puerto Rico faces lost economic output of $20 billion to
$40 billion over an indefinite period. If concentrated in a single
year, that loss would equate to as much as 57% of GNP. For more
information please visit www.moodys.com.

Aerostar estimates around $70 million in damages to its
infrastructure, but was able to resume operations within few days
after hurricane Maria hit the island. The airport has gradually
expanded commercial activity since then and currently 30 out of 35
gates are open and all airlines have restarted operations. The $70
million are expected to be materially funded with insurance
claims.

WHAT COULD CHANGE THE RATING UP/DOWN

Given the negative outlook, a rating upgrade in the near term is
unlikely. Nonetheless, a solid recovery of tourism, an improved
operating environment and growth prospects on Puerto Rico could
lead to the stabilization of the outlook. A downgrade would result
if enplanements are materially reduced over an extended period due
to a slow recovery of tourism or lower revenues that lead to a
Moody's Debt Service Coverage Ratio below 2.0x on a sustained
basis.

The principal methodology used in these ratings was Privately
Managed Airports and Related Issuers published in September 2017.


ALABAMA PARTNERS: Court Extends Exclusivity Period Until Feb. 7
---------------------------------------------------------------
Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama, at the behest of Alabama Partners,
LLC, has extended the period within which the Debtor has the
exclusive right to file a Chapter 11 Plan through February 7,
2018.

                     About Alabama Partners

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.  The petitions were signed by Mark
Williams, chief operating officer.  At the time of filing, the
Debtors estimated assets and liabilities between $1 million and $10
million.

Alabama Partners, LLC, is a holding company for the operating
entity BamaChex, Inc. These Debtors operate 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 debtors are jointly owned
and controlled by the same equity partners or shareholders.

The Debtors are a series of related and affiliated companies that
operate in the fast food restaurant business.

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

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


ALUMINUM EXTRUSIONS: $7.3M Sale of All Assets to Larson Approved
----------------------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi authorized Aluminum Extrusions,
Inc.'s sale of all or substantially all assets outside the ordinary
course of business to Larson Manufacturing of South Dakota, Inc.
for $7,250,000.

A hearing on the Motion was held on Dec. 5, 2017.  The Auction was
held on Dec. 4, 2017.  Larson is the highest and best bidder for
the Purchased Assets.  The bid of Pries Enterprises, Inc., an Iowa
corporation, was selected as a backup bidder with a bid of
$7,100,000.

The transfer of the Property to the Purchaser, and the assumption
and/or assignment to the Purchaser of any executory contracts or
unexpired leases, in each case, will be free and clear of all Liens
and Claims.

Subject to the provisions of the Court's order approving use
post-petition financing and the provisions of Miss. Code Ann.
Section 27-35-1, if applicable, the proceeds of sale allocable to
the collateral of Bank of Montgomery ("BOM") will be subject to and
impressed with the duly perfected first priority security interests
and liens of BOM (but only to the extent that BOM's prepetition
security interests and liens are valid and enforceable), and the
proceeds of sale allocable to the collateral of Triumph Bank will
be subject to and impressed with the duly perfected first priority
security interests and liens of Triumph (but only to the extent
that Triumph's pre-petition security interests and liens are valid
and enforceable) and the proceeds of sale, after payment of regular
and customary closing costs, recording fees to the extent
applicable, and any amounts required to be paid pursuant to the
Agreement, will be disbursed at closing as follows:

     a. first to the payment of commission and expenses of Equity
Partners, HG, LLC, in the amount of $271,881 in fees and $13,954 in
expenses which amount will be paid as interim compensation pending
filing of a final fee application by Equity Partners, HG, LLC;

     b. second to the fees and expenses of the professionals
employed by the Debtor incurred in connection with the sale process
and closing of the Asset Purchase Agreement in the amount not to
exceed $25,000 which amount will be held in escrow by counsel for
the Debtor pending fee applications by the said professionals;

     c. third, to the payment of quarterly fees owed to the U.S.
Trustee for the third and fourth quarters of 2017;

     d. fourth, to the payment of secured claims of Tate County for
real estate and personal property taxes (including payment of real
estate taxes on the parcels being conveyed by the Markling Trust);

     e. fifth, to the payment of any cure amounts owed to lessors
listed on Schedule 2 to the Agreement;

     f. sixth, to the payment of the secured claims of BOM and
Triumph based on the allocation of purchase price set forth in
Schedule 3 to the Agreement except as otherwise provided in the
Order; and

     g. any remaining net proceeds will be paid to the Debtor.

Any distribution to BOM, Tate County and/or Triumph will be subject
to the provisions of the Order and will be without prejudice to the
rights of the Committee, the Debtor or an interested party to
challenge validity, extent or priority of such security interest or
lien of any secured creditor claiming a security interest and lien
in the Purchased Assets (including, without limitation, BOM,
Triumph or Tate County), but only to the extent such rights have
not been barred by prior order of the Court.

Notwithstanding these provisions of the Order, the pro rata amount
of the net proceeds allocable to the sale of racks and dies as set
forth in Schedule 3 to the Agreement will be escrowed at closing in
an escrow account in the name of the Debtor with a financial
institution which complies with the United States Trustee's
guidelines for which counsel for the Debtor will be the signatory
pending further orders of the Court.

Additionally, the Committee, BOM, Triumph and Tate County will be
deemed to have standing and authority to initiate, pursue and
otherwise participate in, any of the claims and for causes of
action contemplated by this paragraph belonging to the Debtor or
its state.  The rights of BOM, Triumph and Tate County to assert
any defenses that may exist to any challenges to the extent,
validity and priority of liens claimed by BOM, Triumph and Tate
County are expressly reserved.

In the event an objection is filed to any tax claim asserted by
Tate County Mississippi, including any objection to determine the
validity, extent or priority of its tax lien, on Dec. 20, 2017, the
amount of distribution otherwise attributable to such claims will
be escrowed at closing with counsel for the Debtor pending further
orders of the Court.  The Debtor, the Committee, BOM and Triumph
will be deemed to have standing and authority to initiate, pursue
and otherwise participate in, any of the claims and for causes of
action contemplated belonging to the Debtor or its estate.

All outstanding Chapter 11 monthly operating reports will be
current no later than Dec. 8, 2017.  Furthermore, consistent with
the provisions of 11 U.S.C. 363(b)(l), the Purchaser will ensure
compliance with the Debtor's policy provisions currently in place
regarding the transfer of personally identifiable information of
persons not affiliated with the Debtor.  A report of sale will be
filed with the Court upon completion of the sale, in accordance
with Fed. R. Bankr. P. 6004(f).

For purposes of Fed. R. Bankr. P. 7062, the Order is an order
authorizing sale of property of the estate under 1 1 U.S.C. Section
363 and authorizing the assumption and assignment of unexpired
leases and executory contracts under ll U.S.C. Section 365.

The stay created pursuant to Fed. R. Bankr. P. Rule 6004(h) will
not be applicable to the Order.

The rights of the Committee to file an application for
reimbursement of fees and expenses pursuant to 11 U.S.C. Section
506(c) and the rights of any secured creditor or lien creditor to
object to same are reserved to the extent not already barred by
prior order of the Court.  Any such application must be filed prior
to closing of the Agreement.

                   About Aluminum Extrusions

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

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

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

Judge Jason D. Woodard presides over the case.

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

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

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


AMG INTERNATIONAL: Wants to Enter Into Premium Finance Pact
-----------------------------------------------------------
AMG International, Inc., seeks authorization from the U.S.
Bankruptcy Court for the District of New Jersey to enter into an
insurance premium finance agreement with Premium Assignment
Corporation.

The Debtor's management liability package, inclusive of Directors &
Officers Liability, Employment Practices Liability, Fiduciary
Liability and Commercial Crimes coverages was renewed on Nov. 10,
2017.  The Debtor has arranged for premium financing with Premium
Assignment Corporation and seeks authorization to enter into the
premium finance agreement.

The Debtor, in the ordinary course of its business, carries various
types of insurance coverages, including, without limitation, the
Management Liability Package, which, again, includes Directors &
Officers Liability, Employment Practices Liability, Fiduciary
Liability and Commercial Crimes coverages.  The Management
Liability Package was renewed on Nov. 10, 2017.

A summary of the terms and conditions of the proposed premium
finance agreement is as follows:

     Total Annual Premiums: $28,082.36
     Down Payment: $4,212.35
     Amount Financed: $23,870.01
     Interest Rate: 8.01%
     Monthly Payments: $2,475.51
     Number of Payments: 10
     Finance Charge: $885.09

     Security Interest: PAC is granted a security interest in any
                        unearned premiums or other sums which may
                        become due and payable under policies of
                        insurance.

     Power of Attorney: Power of attorney is granted to PAC to
                        cancel the financed policies for any
                        payment default.

     Default/Cancellation: A default occurs for failure to pay any

                           amount due.  Remedies include a right
                           to cancel the scheduled policies of
                           insurance.

In order to finance operations, France Sport, S.A., a company
incorporated under the laws of the Republic of France, loaned the
amount of $2.86 million to the Debtor.  The loan was evidenced by a
term note, a loan and security agreement, and a recorded UCC-1
financing statement.

In accordance with the Loan Documents, France Sport holds a
first-priority lien against substantially all of the Debtor's
assets, including, without limitation, inventory, goods, accounts,
and cash and non-cash proceeds in order to secure a claim in the
amount of at least $2.86 million.

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

             http://bankrupt.com/misc/njb17-25816-155.pdf

                   About AMG International

AMG International, Inc., d/b/a Freeman-CMA and d/b/a Freeman
Products Worldwide -- http://www.freeman-cma.com/-- is a designer,
manufacturer, marketer and distributor of award and recognition
products including trophy components, plastic and metal figures,
resin awards, plastic and metal engraving stock, ribbons and
medals, plaques, clocks, pen sets and executive gift items.  The
Company distributes one of the largest product lines in the awards
and recognition industry throughout both the United States and
Canada, as well as internationally.

AMG International filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 17-25816) on Aug. 3, 2017.  Jean-Francois Lefebvre, president,
signed the petition.  At the time of filing, the Debtor estimated
$1 million to $10 million in assets and $1 million to $10 million
in liabilities.  

Judge Hon. John K. Sherwood is the case judge.  

Gibbons, PC and SEESE, P.A., serve as counsel to the Debtor.

The Official Committee of Unsecured Creditors formed in the case
retained Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully,
LLC, as counsel to the Committee, nunc pro tunc to Aug. 21, 2017.


AQGEN ASCENSUS: Moody's Affirms B3 CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed its B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) for AqGen
Ascensus, Inc. ("Ascensus"). Concurrently, Moody's assigned a B2
rating to each of the company's proposed $560 million first lien
term loan and $50 million first lien delayed draw term loan, and
affirmed its B2 and Caa2 ratings for the company's $50 million
first lien revolving credit facility and $170 million second lien
term loan, respectively. The ratings outlook is stable.

The $560 million first lien term loan will replace the company's
existing term loan, providing an additional $100 million to fund
four acquisitions and repay recent revolver borrowings used for the
same purpose. These acquisitions expand upon Ascensus' retirement
solutions service offering and are consistent with its strategy of
pursuing bolt-on acquisitions. Pro forma for the transaction,
Moody's believes that leverage will be little changed. The $50
million delayed draw term loan will provide the company with
committed financing for six months to fund additional tuck-in
acquisitions. While the company is well positioned to capitalize on
expanding scale benefits as it integrates acquisitions, Moody's
anticipates financial policies will remain aggressive under private
equity ownership with continued risk from debt-funded
acquisitions.

Moody's affirmed the following ratings for AqGen Ascensus, Inc.:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$50 million senior secured first lien revolving credit facility due
2020, B2 (LGD3)

$170 million senior secured second lien term loan due 2023, Caa2
(LGD5)

Moody's assigned the following ratings for AqGen Ascensus, Inc.:

$560 million senior secured first lien term loan due 2022, B2
(LGD3)

$50 million senior secured first lien delayed draw term loan due
2022, B2 (LGD3)

Outlook, Stable

The following rating at AqGen Ascensus, Inc. remains unchanged and
will be withdrawn upon the closing of the transaction:

$460 million senior secured first lien term loan ($463 million
original face value) due 2022, B2 (LGD3)

RATINGS RATIONALE

Ascensus' B3 CFR is constrained by high leverage, small scale
relative to larger and financially stronger business service
companies, reliance on financial advisors as channel partners for
sales to new plans, and some revenue concentration among top
customers which include state 529 college savings plans,
institutional clients, and channel partners. The rating benefits
from the company's well-established and scalable position in the
market for small retirement plans (fewer than 500 participants) and
state 529 college savings plans that supports good margins and free
cash flow, long-standing customer relationships with high rates of
retention, account fees and contracts that provide a degree of
revenue visibility and stability, and a general trend of increasing
regulatory compliance and disclosure requirements for retirement
asset administration. As part of the transaction, the company is
seeking to eliminate the sharp step-down in its financial covenant
that would have occurred on December 31, 2018, the assumed
successful completion of which will benefit liquidity by enabling
the company to maintain full access to its revolver.

The stable ratings outlook reflects Moody's expectation for
Ascensus to continue to meaningfully increase revenue over the next
12-18 months as the company scales via acquisitions while
generating good EBITA margins, but with financial risk remaining
elevated as evidenced by debt-to-EBITDA in excess of 7 times.

Factors that could lead to a downgrade include a significant
decrease in revenue, including due to the loss of a large customer;
deterioration in liquidity, including reversion to a cash
absorptive cash flow profile; leveraging acquisitions, including
larger target sizes; debt-funded dividends; and/or
EBITA-to-interest below 1.1 times.

Factors that could lead to an upgrade include financial policies
supportive of debt-to-EBITDA sustained under 6 times,
EBITA-to-interest over 1.75 times, and FCF-to-debt sustained over
5%.

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

Ascensus, headquartered in Dresher, Pennsylvania, is a service
provider primarily focused on record-keeping and administration for
retirement investment plans and college savings programs in the
United States. The company is owned principally by Genstar Capital
and Aquiline Capital Partners. Revenues for the twelve months ended
September 30, 2017 were $330 million.


ARCAPITA BANK: RA Holding Has $514K Operating Loss in Q3
--------------------------------------------------------
RA Holding Corp. on Dec. 5, 2017, disclosed that it has published
its unaudited interim condensed financial statements as of and for
the three month period ended Sept. 30, 2017.  RA Holding reported
$106.329 million in assets and $106.328 million in liabilities as
of Sept. 30, 2017.  The Company reported an operating loss of
$514,000, from total income of $1.644 million for the period July 1
to Sept. 30, 2017.  The financial reports are available at
http://dev.gardencitygroup.com/cases/arcapita/reports.php

                      About RA Holding Corp.

RA Holding Corp. is the top-level holding company in the group
created pursuant to the plan of reorganization of Arcapita Bank
B.S.C.(c) and certain of its affiliates under chapter 11 of the
United States Bankruptcy Code.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary to
repay a US$1.1 billion syndicated unsecured facility when it comes
due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (nka Tide
Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P.
(nka Tide Natural Gas Storage II, L.P.) acquired the stock of
NorTex from Falcon Gas for $515 million.  Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
served as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-compliant
alternative investments and  operates as an investment bank.
Arcapita is not a domestic bank licensed in the United States.
Arcapita is headquartered in Bahrain and is regulated under an
Islamic wholesale banking license issued by the Central Bank of
Bahrain.  The Arcapita Group employs 268 people and has offices in
Atlanta, London, Hong Kong and Singapore in addition to its Bahrain
headquarters.  The Arcapita Group's principal activities include
investing on its own account and providing investment opportunities
to third-party investors in conformity with Islamic Shari'ah rules
and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under two
secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100 percent lender consent required to effectuate
the terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman
Islands, issued a summons seeking ancillary relief from the Grand
Court of the Cayman Islands with a view to facilitating the Chapter
11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to each Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf   

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013.


ARIZONA AGRIBUSINESS: S&P Alters Outlook to Neg & Affirms BB+ CCR
-----------------------------------------------------------------
S&P Global Ratings has revised its outlook to negative from stable
and affirmed its 'BB+' underlying rating for credit program on
Yavapai County Industrial Development Authority, Ariz.'s, series
2011, 2012, 2015A and 2015B education revenue bonds, and Arizona
Industrial Development Authority's series 2017A and 2017B education
revenue and refunding bonds, issued for Arizona Agribusiness &
Equine Center Inc. (AAEC).

At the same time, S&P Global Ratings assigned its 'AA-' long-term
enhanced program rating, with a stable outlook, and 'BB+'
underlying rating for credit program with a negative outlook on the
authority's series 2018A education revenue bonds, issued for AAEC.


"The outlook revision reflects our view of AAEC's recent
deterioration in financial performance, which we don't expect to
return to positive full-accrual operations in the one-year outlook
period, coupled with high-leverage accompanying expansion plans and
softening enrollment trends," said S&P Global Ratings credit
analyst Kaiti Wang.

The 'AA-' long-term enhanced program rating reflects the bonds'
conditional approval in the Arizona Public School Credit
Enhancement Program. Final approval depends on certain conditions
being met before bond closing. In the unlikely event that the
related fund certificate is not executed, S&P will withdraw the
rating.

S&P said, "The negative outlook reflects our expectation there is a
one-in-three chance we could lower the rating in the one-year
outlook timeframe due to AAEC's weakened financial performance,
which we expect to continue through fiscal 2019; and significant
leverage following AAEC's somewhat aggressive expansion plans. We
do not expect the school will issue additional debt in the next
year, and consider AAEC to be at its debt capacity in its current
size.

"We could lower the rating if the school does not meet its
enrollment growth projections and manage financial performance in a
way that financial operations generate 0.9x MADS coverage.

"We could revise the outlook to stable if AAEC's operations and
MADS coverage improve in fiscal 2018 and the school sustains it for
fiscal 2019; construction projects are completed on schedule and
within budget; and enrollment growth meets targets, achieving a
student size that significantly reduces leverage and operational
pressure."


ARIZONA FUNDRAISING: Wells Fargo to Get $60K Under Revised Plan
---------------------------------------------------------------
Arizona Fundraising Solutions, Inc., and Apex Fun Run, LLC filed
with the U.S. Bankruptcy Court for the District of Arizona a
revised joint disclosures statement to accompany their revised
joint plan of reorganization dated Sept. 22, 2017.

Class 1 consists of the Allowed Secured Claim of Wells Fargo
relating to its UCC Financing Statements filed on Feb. 27, 2015 and
March 4, 2015 in connection with an SBA loan. The Class 1 Claim is
alleged to be secured by a first-position lien against most of the
Debtor's Property. Based upon the information included in the
Debtor's Schedules, the Proponents estimated that the value of
Wells Fargo's collateral is approximately $23,969.76, which Wells
Fargo disputed. The revised plan provides that on Nov. 3, 2017, the
Proponents and Wells Fargo jointly filed the Stipulation in Aid of
Confirmation of Joint Plan of Reorganization, pursuant to which,
among other terms, the Proponents and Wells Fargo agreed that the
value of the Class 1 Claim is $60,000. The holder of the Class 1
Claim will be paid $60,000 in full on the Effective Date.

Class 4 consists of all Allowed Unsecured Claims. The Debtor
estimates the total amount of Unsecured Claims, including the
deficiency Claim of Wells Fargo, to be approximately $1,413,417.80.
Holders of Allowed Class 4 Claims will receive a pro rata share of
$15,000 of the Proceeds after the payment of Administrative Claims
and the Class 1 Claim.

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

      http://bankrupt.com/misc/azb2-17-10016-64.pdf

             About Arizona Fundraising Solutions

Arizona Fundraising Solutions, Inc., d/b/a Apex Fun Run RUN AZ,
based in Scottsdale, Ariz., filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 17-10016) on August 25, 2017.  In its petition, the
Debtors estimated $0 to $50,000 in assets and $1 million to $10
million in liabilities.  The petition was signed by Christopher J.
Stewart, president.  The Hon. Paul Sala preside over the case.
Randy Nussbaum, Esq., and Wesley Denton Ray, Esq., at Sacks Tierney
P.A., serve as bankruptcy counsel.

The Office of the U.S. Trustee on September 22 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Arizona Fundraising Solutions
Inc.


ARMSTRONG ENERGY: Unsecureds to Recoup 0-1% Under Amended Plan
--------------------------------------------------------------
Armstrong Energy, Inc., and its affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Missouri a disclosure
statement referring to their first amended joint Chapter 11 plan
dated Dec. 1, 2017.

Under the amended plan, Class 4 general unsecured creditors will
receive its pro rata share of the GUC Distribution Proceeds. The
projected amount of allowed claims or interests for this class is
$124,097,700 to $127,847,700. Estimated recovery for this class is
0-1%.

No projected amount and estimated recovery were provided in the
initial version of the plan.

The Troubled Company Reporter previously reported that Class 4
General Unsecured Claims are impaired by the Plan. Holders of
General Unsecured Claims (including any senior notes deficiency
claims) against each of the Debtors will receive their pro rata
share of certain residual and unencumbered assets of the Debtors'
estates after all senior claims (including adequate protection
claims) have been satisfied.

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

     http://bankrupt.com/misc/moeb17-47541-220.pdf

                About Armstrong Energy Inc.

Armstrong Energy, Inc., through its 100% wholly owned subsidiary
Armstrong Coal Company, Inc., is a producer of steam coal in the
Illinois Basin.  Armstrong -- http://www.armstrongenergyinc.com/--
controls over 565 million tons of proven and probable coal reserves
and operates five mines in Western Kentucky. Armstrong ships coal
to utilities via rail, truck and barge and has the capability to
provide low cost custom blend coal to fuel virtually any electric
power plant in the Midwest and Southeast regions of the nation.
The Company employs approximately 600 individuals on a full-time
basis.

Armstrong Energy and eight affiliates, including Armstrong Coal
Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead
Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that
would transfer assets to the Company's senior bondholders and
Knight Hawk Holdings, LLC, in exchange for a $90 million credit
bid.

As of June 30, 2017, Armstrong Energy had $308.95 million in total
assets, $435.3 million in total liabilities and a total
stockholders' deficit of $126.3 million.

The Hon. Kathy A. Surratt-States is the case judge.

The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel;
Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as
financial advisor; FTI Consulting, Inc., as restructuring advisor;
and Donlin, Recano & Company, Inc., as claims and noticing agent.

The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody
MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial
advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority
shareholder Rhino Resource Partners Holdings LLC is represented by
Thompson & Knight LLP.  Thoroughbred Resources, L.P., is
represented by Willkie Farr & Gallagher LLP.


AUTODATA INC: Moody's Affirms B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service downgraded ratings for Autodata, Inc.'s
first lien credit facilities to B3 from B2, affirmed the company's
B3 corporate family rating (CFR), B2-PD probability of default
rating (PDR), and Caa1 second lien term loan rating, and maintained
Autodata's stable ratings outlook.

The rating action was prompted by a pre-closing change to the
structure of credit facilities by which Autodata, Inc. and
co-borrower Autodata Solutions, Inc., will access funding to pay a
$360 million special dividend to the company's financial sponsor
owners. The change adds $20 million to first lien facilities while
reducing the second lien facility by a like amount.

With a reduced amount of loss-absorption capacity behind them and
with the first lien facilities now comprising nearly 80% of
Autodata's liabilities, first lien facilities (comprised of a $25
million 5-year revolving credit facility, and a $280 million 7-year
first lien term loan (increased from $260 million)) were downgraded
to B3, the same level as the company's CFR. While there is now an
additional $20 million of debt ranking ahead of the $80 million
8-year second lien term loan (reduced from $100 million), its Caa1
rating is unchanged and was affirmed.

The yet-to-close transaction marks the first time that Moody's has
rated Autodata. The assigned ratings are subject to review of final
documentation and confirmation of there being no material changes
in the transaction as advised to Moody's.

Issuer: Autodata, Inc.

Downgrades:

-- GTD Senior Secured 5-Year Revolving Bank Credit Facility,
    Downgraded to B3 (LGD4) from B2 (LGD4)

-- GTD Senior Secured 7-Year Term Loan Facility, Downgraded to B3

    (LGD4) from B2 (LGD4)

Affirmations and other actions:

  -- Corporate Family Rating, Affirmed at B3

  -- Probability of Default Rating, Affirmed at B2-PD

  -- GTD Second 8-year Lien Term Loan, Affirmed at Caa1 (LGD6)

  -- Outlook, Maintained at Stable

RATINGS RATIONALE

Autodata's (B3 stable) credit profile is adversely affected by
elevated leverage in excess of 7.5x along with elevated event risks
given the company's private equity ownership, significant revenue
concentration, very modest scale, limited financial and operational
reporting, and participation in an industry which lacks publicly
available information. Autodata's credit profile is bolstered by
good liquidity, free cash flow and a lack of near term debt
maturities which provide modest de-levering potential, a vast data
library that is organized to enable Autodata's suite of automobile
sales and marketing software applications that underpins revenue
prospects, an experienced management team with a solid track
record, plus a growth opportunity as auto sales increasingly move
on-net.

Autodata has very good liquidity based on expected free cash flow
of about $10 million to $15 million over the next year, a $15
million cash balance at September 30, 2017, no near term debt
maturities, and expectations that financial covenant compliance
will not be problematic. The company's unused $25 million revolving
term loan features a springing covenant that Moody's do not expect
to become operable through mid-2019. A 7x first lien coverage ratio
applies if revolving facility outstandings exceed 35% of its limit
(estimated at 4.8x, pro forma, at closing).

With no meaningful financial covenants, Autodata's credit
facilities are bond-like. Other bond-like features include a debt
incurrence test, and cross-default to acceleration event-type
provisions that limit the rights of term loan lenders to benefit
from the revolving facility's covenant. In particular, second lien
term-loan lender rights are quite limited relative to prior-ranking
obligations. The combination of provisions points to delayed rather
than accelerated default which, in turn, points to a B2-PD PDR and
a lower-than-usual 35% family recovery rating.

Since the senior secured 1st lien credit facilities comprise nearly
80% of Autodata's liabilities, their rating is aligned with the
company's B3 CFR. with such a large pool of debt ranking ahead of
it, the second lien facility has weak recovery prospects and is
rated one notch below the B3 CFR at Caa1.

Rating Outlook

The stable outlook is based on Moody's assessment that Autodata has
ample liquidity to support its operations and that leverage will
remain elevated at about 7x through mid-2019.

What Could Change the Rating - Up

The rating could be considered for upgrade if, along with
expectations of solid industry fundamentals, rapidly growing
revenues, solid execution and customer retention, and good
liquidity, Moody's anticipated leverage of debt/EBITDA normalizing
below 6x on a sustained basis (opening leverage estimated to be
7.7x including Moody's standard adjustments and with capitalized
software expensed).

What Could Change the Rating -- Down

The rating could be considered for downgrade if Moody's expected
leverage of debt/EBITDA to be sustained above 8x, or substantial
and sustained free cash flow deficits, less than adequate liquidity
arrangements, or if customer retention and execution faltered.
Debt-financed merger and acquisition activity may also cause a
downgrade.

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

Autodata, comprised of Autodata, Inc. and Autodata Solutions, Inc.,
is a London, Ontario, Canada-based software applications and
consulting company that uses an extensive data base of vehicle
parameters to help automobile manufacturers and dealers to sell new
and used vehicles. Autodata is a wholly-owned, indirect subsidiary
of privately held Micro Holding Corp., which is part of a Los
Angeles, California headquartered group of companies doing business
as Internet Brands (B3 Stable) through more than 250 branded
websites across three major verticals. Both Autodata and Internet
Brands are Kohlberg Kravis Roberts & Co. L.P. portfolio companies,
however, financing of the two businesses is discrete and ring
fenced.


AVAYA INC: Court Confirms 2nd Amended Joint Plan
------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order confirming Avaya's Second Amended Joint Chapter 11 Plan of
Reorganization.  As previously reported, "The Debtors have modified
the First Amended Plan to reflect the terms of the Modified Global
Plan Settlement among the Mediation Parties.  The Second Amended
Plan, among other things, provides that the First Lien Debt Claims,
Second Lien Notes Claims, PBGC Claims, and General Unsecured Claims
will receive the treatments set forth in Article III of the Second
Amended Plan.  The Second Amended Plan shall apply as a separate
plan of reorganization for each of the Debtors, and the
classification of Claims and Interests set forth in the Plan shall
apply separately to each of the Debtors."  The Plan provides
holders of first-lien debt with 90.5% of stock in the reorganized
company and holders of second-lien notes with a pro rata share of
4% of stock and warrants for an additional 5.1% of the shares.
Avaya projects to have approximately $2.925 billion of funded debt
and a $300 million senior secured asset-based lending facility
available upon emergence from Chapter 11 protection.  Jim Chirico,
Avaya's president and chief executive officer, comments, "In the
coming weeks, Avaya will emerge from this process stronger than
ever and positioned for long-term success, with the financial
flexibility to create even greater value for our customers,
partners and stockholders."

                        About Avaya Inc.

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

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

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

Judge Stuart M. Bernstein presides over the cases.

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

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

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

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


BAVARIA YACHTS: Exclusive Period to File Ch. 11 Plan Extended
-------------------------------------------------------------
Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern
District of Georgia granted Bavaria Yachts USA, LLLP's third motion
requesting entry of an order extending its exclusivity period to
file a plan.

The Court finds that cause exists, and the Debtor's exclusive
period within which to file a plan and solicit acceptances is
extended until further order of the Court.

The Troubled Company Reporter has previously reported that the
Debtor asked the Bankruptcy Court to extend its exclusive period to
file a Chapter 11 Plan through and including Jan. 30, 2018, and the
exclusive period within which to solicit acceptances of a plan
through Feb. 28, 2018.

                 About Bavaria Yachts USA

Bavaria Yachts USA, LLLP, is a Georgia limited liability limited
partnership which is in the business of buying and selling new and
used Bavaria boats.

Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-68583) on Oct. 18,
2016.  The petition was signed by Kenneth Feld, manager of Oddbody
LLC, the Debtor's general partner.  At the time of the filing, the
Debtor estimated its assets and liabilities at $1 million to $10
million.

The Debtor tapped Louis G. McBryan, Esq., of McBryan LLC, to serve
as legal counsel in connection with its Chapter 11 case.  The
Debtor hired Alexander Dombrowsky, Esq., at Robert Allen Law, as
its special counsel; and Mark M. Chase and Chase CPA, LLC, as its
accountants.

An official committee of unsecured creditors has not been
appointed
in the case.


BILL BARRETT: Nets $100.3 Million From Stock Offering
-----------------------------------------------------
Bill Barrett Corporation disclosed in a Form 8-K filed with the
Securities and Exchange Commission that the net proceeds from the
offering of shares of its common stock, not including any option
shares, will be approximately $100.3 million, after deducting the
underwriting discount and other offering expenses payable by the
Company.

The Company entered into an underwriting agreement with J.P. Morgan
Securities LLC, as representative of several underwriters, in
connection with the issuance and sale of 21,000,000 shares of the
Company's common stock, par value $0.001 per share in a public
offering.  The closing of the sale of the Shares occurred on Dec.
8, 2017, at a purchase price per share paid to the Company of
$4.7875 (the offering price to the public of $5.00 per share minus
the Underwriters' discount of $0.2125 per share).  Pursuant to the
Underwriting Agreement, the Company granted the Underwriters an
option to purchase up to an additional 3,150,000 shares of common
stock for a period of 30 days from the date of the Prospectus (as
defined in the Underwriting Agreement).

The Shares were offered and sold pursuant to the Company's
effective Registration Statement on Form S-3 (Registration No.
333-205230), previously filed with the Securities and Exchange
Commission.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company and customary conditions
to closing, obligations of the parties and termination provisions.
Additionally, the Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the
Securities Act of 1933, or to contribute to payments the
Underwriters may be required to make due to any such liabilities.

The Underwriters or their affiliates have from time to time
provided investment banking, commercial banking and financial
advisory services to the Company, for which they have received
customary compensation.  The Underwriters and their affiliates may
provide similar services in the future.  In particular, affiliates
of certain of the underwriters are lenders under the Company's
revolving credit facility and an affiliate of J.P. Morgan
Securities LLC is the administrative agent under the Company's
revolving credit facility.  In addition, from time to time, the
Underwriters and their affiliates may effect transactions for their
own account or the account of customers, and hold on behalf of
themselves or their customers, long or short positions in the
Company's debt or equity securities or loans, and may do so in the
future.

As previously reported, on Dec. 4, 2017, the Company entered into
an Exchange Agreement with an unaffiliated third party that holds
outstanding 7% Senior Notes due 2022 issued by the Company.
Pursuant to the Exchange Agreement, the Company agreed to acquire
$50 million aggregate principal amount of 7% Senior Notes in
exchange for the issuance to the holder of 10,863,083 shares of the
Company's common stock.

                       About Bill Barrett

Bill Barrett Corporation (NYSE: BBG), headquartered in Denver,
Colorado -- http://www.billbarrettcorp.com/-- is an independent
energy company that develops, acquires and explores for oil and
natural gas resources.  All of its assets and operations are
located in the Rocky Mountain region of the United States.

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'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."


BOWER CONTRACTING: Feb. 6 Plan Confirmation Hearing
---------------------------------------------------
Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado approved Bower Contracting Inc. and David
Bower's second amended joint disclosure statement to accompany
their joint plan of reorganization dated Sept. 28, 2017.

Ballots accepting or rejecting the Plan must be submitted by the
holders of all claims or interests entitled to vote on the Plan on
or before 5:00 p.m. on Jan. 23, 2018.

On or before Jan. 23, 2018, any objection to confirmation of the
Plan must be filed with the Court. Jan 23, 2018 is also fixed as
the as the last day for filing written acceptances or rejections of
the Plan.

The Court will hold a hearing on confirmation of the Plan on Feb.
6, 2018, at 1:30 p.m. in the United States Bankruptcy Court for the
District of Colorado, Courtroom E, U.S. Custom House, 721 19th
Street, Denver, Colorado.

As previously reported in the Troubled Company Reporter, on the
Effective Date of the Plan, David Bower will continue as the
president of BCI to execute the provisions of the Plan and to
manage BCI's day to day operations. As the president of BCI, Bower
will receive a pre-tax salary in the amount of approximately
$79,300 per year.

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

      http://bankrupt.com/misc/cob16-21735-116.pdf

                    About Bower Contracting

Based in Mosca, Colorado, Bower Contracting, Inc. and David Ray
Bower, president, filed Chapter 11 petitions (Bankr. D. Colo. Case
No. 16-21735 and 16-21737) on December 2, 2016.  

In its petition, Bower Contracting estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.  The petition
was signed by Mr. Bower.

Judge Thomas B. McNamara presides over the cases. Jeffrey S.
Brinen, Esq. of Kutner Brinen, P.C. serves as bankruptcy counsel.

A list of the Debtor's two unsecured creditors is available for
free at http://bankrupt.com/misc/cob16-21735.pdf     

No official committee of unsecured creditors has been appointed in
the Debtors' cases.


BOWMAN DAIRY: Needs Time to Evaluate Milk Market & File Plan
------------------------------------------------------------
Bowman Dairy Farms, LLC, requests the U.S. Bankruptcy Court for the
Southern District of Indiana to extend by 60 days, up to and
including February 24, 2018, the period within which it has the
exclusive right to file a plan, and up to and including April 24,
the period within which it has the exclusive right to solicit
acceptances of a plan.

To the extent the Court is not able to consider the request prior
to Dec. 26, 2017 -- the end of the Debtor's exclusive period to
file a plan -- and the Court subsequently determines to grant this
motion, the Debtor requests that such relief be entered on Dec.
26.

No other extensions of the Debtor's Exclusive Periods have been
requested by the Debtor. Absent an extension, the Debtor's
exclusive periods in which the Debtor has the exclusive right to
file a Chapter 11 plan and solicit acceptances of such plan will
expire on Dec. 26, 2017, and Feb. 24, 2018, respectively.

The Debtor relates that the severe volatility of milk prices has
continued for the past few years, and volatility is still in the
market.  Accordingly, the Debtor seeks additional time to better
formulate a reorganization plan that considers the milk market and
allows for the Debtor's continued operations as the Debtor may be
restructured.

The Debtor asserts that it has acted in good faith and is working
diligently to arrive at a consensual plan of reorganization -- a
plan that satisfies all confirmation requirements of section 1129
of the Bankruptcy Code.  Further, the Debtor claims that it is
current on its post-petition expenses, including payment of fees to
the U.S. Trustee.

Consequently, the Debtor believes that cause exists for extending
the Debtor's Exclusive Periods and that such extension will
facilitate an equitable resolution of this Chapter 11 Case.

                     About Bowman Dairy Farms

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

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

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


BOWMAN DAIRY: Taps JensenBrewer as Special Conflicts Counsel
------------------------------------------------------------
Bowman Dairy Farms, LLC received approval from the U.S. Bankruptcy
Court for the Southern District of Indiana to hire JensenBrewer,
LLC as special counsel.

The firm will represent the Debtor in matters involving Bunge North
America, DLL Finance LLC, Cargill Animal Nutrition, Cargill Inc.,
Elanco Animal Health and their respective affiliates and
subsidiaries.

Faegre Baker Daniels LLP, the Debtor's primary bankruptcy counsel,
cannot represent the Debtor in matters involving those companies
due to a potential conflict of interest.

JensenBrewer has agreed to discount the regular hourly rate of
Wendy Brewer, Esq., the attorney who will be providing the
services, from $375 to $325.  Paralegals will charge $90 per hour.

Ms. Brewer disclosed in a court filing that she and her firm do not
own or represent any interest adverse to the Debtor's estate.

The firm can be reached through:

     Wendy D. Brewer, Esq.
     JensenBrewer, LLC
     333 N. Alabama Street, Suite 350
     Indianapolis, IN 46204
     Main: 317-215-6220
     Direct: 317-567-9048
     Mobile: 317-409-8828
     Email: wbrewer@jensenbrewer.com

                   About Bowman Dairy Farms LLC

Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana.

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

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


BREITBURN ENERGY: 6.98% Recovery for Unsecureds Under Latest Plan
-----------------------------------------------------------------
Breitburn Energy Partners LP and affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York a disclosure
statement for their third amended joint Chapter 11 plan dated Dec.
1, 2017.

Under the third amended plan, each holder of an Allowed General
Unsecured Claim in Class 6 will receive its Pro Rata share of $1.5
million in cash payable from general accounts with such Pro Rata
share to be calculated taking into account any Claims in Class 6
that receive New Permian Corp. Shares. The estimated allowed amount
for this class is $21,500,000 and the estimated percentage recovery
is 6.98%.

The estimated recovery for this class provided in the first amended
plan is only 2.3%.

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

     http://bankrupt.com/misc/nysb16-11390-1890.pdf

                About Breitburn Energy

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

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

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

An Official Committee of Unsecured Creditors been formed in the
case.  The Creditors Committee retained Milbank, Tweed, Hadley &
McCloy LLP as counsel.  The committee members are: (1) Transpecto
Transport Co.; (2) Wilmington Trust Company; and (3) Ronald Jay
Lichtman.  The U.S. Trustee originally appointed Ares Special
Situations Fund IV, L.P. C/O Ares Management LLC; BPC UKI LP C/O
Beach Point Capital Management; and Wexford Spectrum Investors,
LLC, as members of the Creditors' Committee.  The U.S. Trustee then
also appointed Transpecto Transport Co. and Wilmington Trust
Company as Committee members.

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


BREITBURN ENERGY: Plan Confirmation Hearing Set for Jan. 11
-----------------------------------------------------------
A hearing to consider the confirmation of the third amended joint
Chapter 11 plan of reorganization of Breitburn Energy Partners LP
and its debtor-affiliates will be held on Jan. 11, 2017, at 10:00
a.m. (Eastern Time) before the Hon. Stuart M. Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York, One Bowling
Green, New York, New York.  Objections, if any, must be filed no
later than 4:00 p.m. (Eastern Time) on Jan. 4, 2017.

All votes to accept or reject the Debtors' plan must be received by
Prime Clerk LLC, the Debtors' voting agent, by no later than 4:00
p.m. (Eastern Time) on Jan. 4, 2017.

As reported by the Troubled Company Reporter on Dec. 1, 2017, the
Debtors' plan provides for a comprehensive restructuring and
addresses 11 classes of claims against and interests in the
Debtors.  Importantly, the Plan is the result of the Debtors
interfacing and engaging in arms' length negotiations and reaching
a consensus with their key economic stakeholders holding more than
$2 billion of their funded debt.  More specifically, the
prosecution, confirmation, and consummation of the Plan is
supported by:

    i) the Debtors' revolving credit facility lenders holding
approximately $750 million in revolving credit facility claims;

   ii) the Debtors' second lien group holding claims in excess of
$790 million; and

  iii) holders of more than 68% of the Debtors' unsecured notes, or
approximately $785 million in principal amount.

                   About Breitburn Energy

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

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

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

An Official Committee of Unsecured Creditors been formed in the
case.  The Creditors Committee retained Milbank, Tweed, Hadley &
McCloy LLP as counsel.  The committee members are: (1) Transpecto
Transport Co.; (2) Wilmington Trust Company; and (3) Ronald Jay
Lichtman.  The U.S. Trustee originally appointed Ares Special
Situations Fund IV, L.P. C/O Ares Management LLC; BPC UKI LP C/O
Beach Point Capital Management; and Wexford Spectrum Investors,
LLC, as members of the Creditors' Committee.  The U.S. Trustee then
also appointed Transpecto Transport Co. and Wilmington Trust
Company as Committee members.

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


BRIDAN 770: Seeks 90-Day Extension of Exclusivity Periods
---------------------------------------------------------
Bridan 770, LLC asks the U.S. Bankruptcy Court for the Southern
District of Florida for a 90-day extension, through March 27, 2018,
of the period within which to negotiate with creditors and amend a
Chapter 11 plan and disclosure statement, and solicit acceptances
for the plan.

Absent an extension, the Debtor's exclusivity period expires on
December 27, 2017.

The Debtor and Bayview Loan Servicing have been negotiating a
consensual plan, and have agreed to adequate protection payments,
but additional time is needed, and perhaps mediation.

                       About Bridan 770, LLC

Bridan 770, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 17-20940) on August 29, 2017, disclosing
$100,000 to $500,000 in both assets and liabilities.  The Debtor is
represented by Joel M. Aresty, Esq., P.A. The petition was signed
by its authorized representative, Laurent Benzaquen of AMBR JJLB
Property Management LLC.  An official committee of unsecured
creditors has not yet been appointed in the Chapter 11 case of
Bridan 770, LLC, and JXB 84 LLC, as of Nov. 16, according to a
court docket.


CARESTREAM HEALTH: S&P Cuts Secured First-Lien Debt Rating to 'B'
-----------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on medical
imaging systems provider Carestream Health Inc.'s senior secured
first-lien debt to 'B' from 'B+' and removed the rating from
CreditWatch, where it was placed with negative implications on
April 21, 2017. S&P said, "We revised the recovery rating on this
debt to '3' from '2'. The '3' recovery rating indicates our
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default."

S&P said, "Our 'B' corporate credit rating on the company is
unchanged. The outlook is negative. Our 'B-' issue-level rating on
Carestream's second-lien debt is unchanged. The recovery rating on
this debt is '5'."

The downgrade on the first-lien debt follows Carestream's recently
completed divestiture of its dental digital segment and the
application of the proceeds coupled with available cash balances to
prepay $758 million of debt. The capital structure now consists of
a $150 million revolving credit facility of which $22.5 million due
June 2018 and the rest due June 2019, a $770 million first-lien
term loan, and a $372 million senior secured second-lien term loan,
due in June and December of 2019, respectively. The borrower of the
term loans is Onex Carestream Finance L.P. Carestream is the
borrower of the first-lien senior secured revolving credit
facility.

S&P said, "The '3' recovery rating on the first-lien debt indicates
our expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default. The decrease in the
recovery prospects to 60% from 70% reflects our assessment of a
lower valuation based on our view that the remaining business is in
decline as well as the first-lien debt now represents a greater
proportion of the total capital structure.

"Our assessment of the company's business risk profile is based on
Carestream's narrow focus on medical imaging segment, its
concentration in film business that is subject to secular revenue
declines, and its relatively low EBITDA margins at around 15%.

"Our assessment of the financial risk profile reflects our
expectation for debt leverage to be about 4.5x, helped by
post-divestiture debt reduction and cost restructuring initiatives
launched by Carestream management.

"The company faces substantial maturities in June 2019. Absent
adequate resolution of the refinancing risk over the next 12 months
we would likely view the company's liquidity as inconsistent with
the 'B' rating.

"The negative outlook reflects the potential for a downgrade if the
company's performance falls materially below our base case or if
the company fails to refinance or extend approaching debt
maturities within the first half of 2018.

RECOVERY ANALYSIS

Key analytical factors:

The company's capital structure consists of a $150 million
revolving credit facility due 2018, a $770 million first-lien term
loan, and a $372 million senior secured second-lien term loan, due
in May and December of 2019, respectively. Carestream is the
borrower of the first-lien senior secured revolving credit
facility. Onex Carestream Finance L.P. is the borrower of the
first- and second-lien term loans.

Simulated default assumptions:

-- The simulated default scenario contemplates an accelerated
decline in traditional medical film and printing solutions combined
with weakness in the medical digital business.

-- S&P assumes the revolver is 85% drawn at the time of default.

-- A 150-basis-point increase in margin on the first-lien debt,
reflecting the credit deterioration under our default scenario and
a breach of the financial covenant.

-- Default year: 2019

-- Emergence EBITDA: $141 mil.

-- Emergence multiple: 5x

Simplified waterfall:

-- Net enterprise value (after 5% administrative costs): $668
mil.
-- Valuation split in % (obligors/nonobligors): 16/84
-- Collateral value available to first lien creditors: $472 mil.
-- Secured first-lien debt: $931 mil.
    --Recovery expectations: 50%-70%; rounded estimate: 60%
-- Value available to second-lien creditors: $91 mil.
-- Secured first-lien debt: $392 mil.
    --Recovery expectations: 10%-30%; rounded estimate: 20%
Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

  Carestream Health Inc.
    Corporate Credit Rating       B/Negative/--

  Issue-Level Rating Lowered, Off CreditWatch; Recovery Rating
  Revised
                                 To          From
  Carestream Health Inc.
  Onex Carestream Finance LP
  Senior Secured   
    First Lien                   B           B+/Watch Neg
     Recovery Rating             3 (60%)     2 (70%)


CHARMING CHARLIE: Case Summary & 50 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Charming Charlie Holdings Inc.
             5999 Savoy Drive
             Houston, TX 77036

Type of Business: Founded in 2004, Charming Charlie is a specialty
                  retailer focused on colorful fashion jewelry,
                  handbags, apparel, gifts, and beauty products.

                  Headquartered in Houston, Texas, Charming
                  Charlie expanded to over 390 locations spread
                  across the United States, Canada, the Middle
                  East, and the Philippines in a 12-year period.

                  http://www.charmingcharlie.com/

Chapter 11 Petition Date: December 11, 2017

Affiliates that simultaneously filed Chapter 11 petitions:

       Debtor                                      Case No.
       ------                                      --------
       Charming Charlie Holdings Inc. (Lead)       17-12906
       Charming Charlie Canada LLC                 17-12907
       Charming Charlie International LLC          17-12908
       Charming Charlie LLC                        17-12909
       Charming Charlie Manhattan LLC              17-12910
       Charming Charlie USA Inc.                   17-12911
       Poseidon Partners Cms, Inc.                 17-12912

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

Judge: Hon. Christopher S. Sontchi

Debtors'
General
Bankruptcy
Counsel:              Joshua A. Sussberg, P.C.
                      Christopher T. Greco, Esq.
                      Aparna Yenamandra, Esq.
                      KIRKLAND & ELLIS LLP
                      601 Lexington Avenue
                      New York, New York 10022
                      Tel: (212) 446-4800
                      Fax: (212) 446-4900

                        - and -

                      James H.M. Sprayregen, P.C.
                      KIRKLAND & ELLIS LLP
                      300 North LaSalle
                      Chicago, Illinois 60654
                      Tel: (312) 862-2000
                      Fax: (312) 862-2200


Debtors'
Local
Bankruptcy
Counsel:              Domenic E. Pacitti, Esq.
                      Michael W. Yurkewicz, Esq.
                      KLEHR HARRISON HARVEY BRANZBURG LLP
                      919 N. Market Street, Suite 1000
                      Wilmington, Delaware 19801
                      Tel: (302) 426-1189
                      Fax: (302) 426-9193
  
                        - and -
   
                      Morton Branzburg, Esq.
                      KLEHR HARRISON HARVEY BRANZBURG LLP
                      1835 Market Street, Suite 1400
                      Philadelphia, Pennsylvania 19103
                      Tel: (215) 569-2700
                      Fax: (215) 568-6603

Debtors'
Investment
Banker &
Financial
Advisor:              GUGGENHEIM PARTNERS, LLC

Debtors'
Restructuring
Advisor:              ALIXPARTNERS, LLP

Debtors'
Notice and
Claims Agent
and Administrative
Advisor:              RUST CONSULTING/OMNI BANKRUPTCY
                      Web site: https://is.gd/WqeblL

Debtors'
Communications
Consultant:           JOELE FRANK, WILKINSON BRIMMER KATCHER

Debtors'
Real Estate
Advisors:             A&G REALTY PARTNERS, LLC

Debtors'
Exclusive
Agent:                HILCO MERCHANT RESOURCES LLC

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $100 million to $500 million

Robert Adamek, senior vice president, chief financial officer and
information technology, signed the petitions.

A full-text copy of Charming Charlie Holdings' petition is
available for free at:

          http://bankrupt.com/misc/deb17-12906.pdf

Debtors' List of 50 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
R.Z.X. International                 Trade Payable      $2,226,014
Fashion Co Ltd.
Shiling Huadu,
Guangzhou, Guangdong,
510000, China
Bonnie Lam
Tel: 86-20-22279617
Email: bonnie_lam@r-z-x.com

BRE Industries Inc.                  Trade Payable      $1,733,574
1928 South Santa Fe
Avenue, Los Angeles, CA 90021
Ramin Mehrara
Tel: 213-840-5127
Email: raminmehr@aol.com

Tanya Creations LLC                  Trade Payable      $1,173,539
360 Narragansett Park Drive
East Providence, RI, 02916
Jeffrey R. Massotti
Tel: 401-438-8050
Email: jmassotti@tanyacreations.com

Tycoon Intl                          Trade Payable      $1,006,547
34-36 West 32 St.,
4th FL, New York,
NY, 10001
Han Lee
Tel: 212-563-7107
Email: hanbyul@amibijoux.com

ELF Cosmetics Inc.                   Trade Payable        $986,886
P.O. Box 83403
Chicago, IL
60691-3403
Mike Ferraro
Tel: 612-207-5728
Email: mferraro@elfcosmetics.com

Berkshire Fashions Inc.              Trade Payable        $974,541
420 5th Avenue
28th Floor
New York, NY 10018
Bert I Dweck
Tel: 212-221-1542 Ext. 513
Email: bid@berkshireinc.com

Rand Accessories Incorporated        Trade Payable        $967,266
9350 ave de l'esplanade
Suite 222
Montreal, QC
H2N1V6
Canada
Adam Goldberg
Tel: 514-385-3482 Ext 203
Email: adamg@randaccessories.com

Stony Apparel                        Trade Payable        $950,699
Corporation, LLC
1500 S. Evergreen Ave
Los Angeles, CA, 90023
Tony Littman
Tel: 323-981-4261
Email: tonyl@stonyapparel.com

Hongkong K and J Fashion Co Limited  Trade Payable        $893,334
Building #3, No 8, Jinhui Road
Heyetang Industrial District
Yiwu 322000
China
Kent Wang
Tel: 86-1-3957810058
Email: kent@kjfashion.com.cn

Aosheng Leather Co., Ltd.            Trade Payable        $813,718
18 Furong Road, Shiling Town,
Huadu District
Guangzhou 510850, China
Tina Pang
Tel: 86-1-3543413570
Email: tina.pang@aoshengleather.cn

SPL Industries Ltd.                  Trade Payable        $786,376
Plot no-21, Sector-06,
Flaridabad, Haryana,
121006 India
Jonathan TSE
Tel: 91-129-2240411
Email: Jonathantse@lfsourcing.com

A.N. Enterprises                     Trade Payable        $741,223
11528 Harry Hine Boulevard
Suite 201
Dallas, TX 75229
Nworen Moeen
Tel: 972-484-1175
Email: nworen@anenterprises.com

Tri Coastal Design                   Trade Payable        $702,760
PO Box 2348
New York, NY
10164-0442
Todd Solomon
Tel: 973-560-0300 x 2323
Email: todd@tricoastalnj.com

Emanuel Geraldo Accessories Inc.      Trade Payable       $655,260
c/o M17480
PO Box 11748, Succursale
Centre-Ville
Monteral QC
H3C 6T3
Canada
Regan Cooper
Tel: 514-383-6333
Email: regan@emanuelgeraldo.com

Fantas-Eyes The CIT                    Trade Payable      $653,144
Group/Commercial Services Inc.
PO Box 1036
Charlotte, NC
28201-1036
Sam Terzi
Tel: 212-997-4433
Email: sam@fantas-eyes.com

Pink Rose                              Trade Payable      $624,191
499 7th Avenue
2nd Floor
New York, NY 10018
Albert Setton
Tel: 917-403-2188
Email: albert@pinkroseclothing.com

The Segerdhal Corp                     Trade Payable      $548,318
1351 S. Wheeling Rd
Wheeling, IL 60090
Jerry Fogle, Dana Marsh and
Teri Berglund
Tel: 847-541-1080
Email: jfogle@sg360.com,
       dmarsh@sg360.com,
       tberglund@sg360.com

Radial South, LP                       Trade Payable      $574,916
PO Box 740209
Dept. #40328
Atlanta, GA 30374
Mark Gaudiosi
Tel: 610-491-7168
Email: mgaudiosi@radial.com

Primetime NYC                          Trade Payable      $567,075
320 Fifth Ave 12th Floor
New York, NY 10018
Isac Hannon
Tel: 212-967-1841
Email: isac@primetimenyc.com

TMD Holdings LLC                       Trade Payable      $567,068
P.O. Box 751
Allison Park, PA 15101
Walt Tymoczko
Tel: +1(412) 612-6287 x218
Email: walt@tmdholdings.com

RGIS                                   Trade Payable      $547,865
PO Box 77631
Detroit, MI
48277
Bruce Perry
Tel: 817-514-1930
Email: BPerry@RGIS.com

Diversified Distribution Systems, LLC  Trade Payable      $539,642
7351 Boone Avenue North
Brooklyn Park, MN 55428
Jim Kozicky
Tel: (612) 813-5243
Email: jkozicky@ddsjit.com

Marcus Adler Glove Co.                 Trade Payable      $530,407
32 West 39th Street
New York, NY, 10018
Andrew Zinamon
Tel: (212) 840-8652
Email: andrew@marcusadlergloves.com

Fragments                              Trade Payable      $480,553
42 W 39th Stm 8th Fl
New York, NY, 10018
Phil Franenberg
Tel: 212-537-5000 ext.300
Email: pfrankenberg@fragments.com

Golden Fashion Accessory (HK) Co Ltd.  Trade Payable      $469,983
No B9th
Kecun Fulongshan Road
Yiwu city
322014 China
Johnny Meng
Tel: 86-579-85130137
Email: johnny.meng@goldenfashion.cn

AETNA Life Insurance Company           Trade Payable      $460,191
151 Farmington Ave
RT 21
Hartford, CT 06156
Amanda Lee
Tel: 281-637-3180
Email: leea2@aetna.com

TAI Apparel LLC                        Trade Payable      $458,483
1330 Factory Place #116
Los Angeles, CA 90013
Brandis Alves
Tel: 612-432-5152
Email: brandis@taiapparel.com

Cheetah Digital Inc.                   Trade Payable      $444,459
955 American Lane
Schaumburg, IL 60173
Tel: 212-809-0825
Email: info@cheetahmail.com

Krazy Kat Sportswear, LLC              Trade Payable      $442,207
25 E Union Ave
East Rutherford, NJ 07073
Bansi Lakhani
Tel: 201-321-2109
Email: bansi@krazykat.com

MOA MOA                                Trade Payable     $435,129
1215 West Walnut Street
Compton, CA, 90221
Alisha Kim
Tel: 201-321-2109
Email: bansi@krazykat.com

Icon Eyewear                           Trade Payable     $433,364
5 Empire Blvd
South Hackensack, NJ 07470
Mike Cotton
Tel: 347-301-4989
Email: michael.c@iconeyewear.com

Locke Lord LLP                         Trade Payable     $407,966
PO Box 911541
Dallas, TX
75391-1541
Kelly S. Biggins
Tel: 213-687-6763
Email: kbiggins@lockelord.com

C2 Imaging LLC                         Trade Payable     $384,359
4537 Solutions Center
Box 774537
Chicago, IL
60677-4005
Kelli Parmer
Tel: 312-235-3800
Email: kelli.parman@c2imaging.com

Sarina                                 Trade Payable      $384,085
15 West 36th St
5th Floor
New York, NY
10018
Marc Faham
Tel: 212-239-8106
Email: mfaham@sarinaacc.com

Snowden Brothers LLC                   Trade Payable      $369,414
N3P, No. 501
Huanquiuxieye Building
Dongguan Guangdong
523960
China
Bill Snowden
Tel: 206-624-1752
Email: Bill@snowdenbrothers.com

Thomson Industrial Development Ltd.    Trade Payable      $367,566
Flat B, 10/F, Gee Luen
Chang Industrial Building
11 Yuk Yat Street
Tokwawan Kowloon
Hong Kong
Jacky Liu
Tel: 86 755 82855186
Email: JackyLiuJG@LFSourcing.com

Kasinda Ltd                            Trade Payable      $366,749
5/F Flat B-5 PO YIP
Building
62-70 Texaco Road
Tsuen Wan
Hong Kong
Cherry Lou
Tel: 0755-82382743 x816
Email: cherryluo2015@kasinda.com.hk

SNDZ Overseas Co Ltd.                   Trade Payable     $334,289
4FL No 58 Lane 316 Ruei
Guang Road
Nei Hu District
Taipei 11492
Taiwan
Roger Kao
Tel: 886-2-2-659-08-09, ext 10
Email: roger@sndz.com.tw

Changsheng                             Trade Payable      $332,998
Jewelry Limited
No 28 Baihuii Industrial Zone
Huangzhi Pujiang
Zhejiang, China
Gushijin Gu
Tel: 86-130-659-55555
Email: GUSHIJIN@163.COM

Berry Jewelry                          Trade Payable      $330,893
29 W 38th Street
16th FL
New York, NY10018
Judy Stonehill
Tel: 212-354-5014 x 402
Email: judy@berryjewelry.com

Redstone Foods, Inc.                   Trade Payable      $287,922
1434 Patton Place
Suite 106
Carollton, TX 75007
John Polly
Tel: 800-444-3520
Email: john@redstonefoods.com

BH Cosmetics                           Trade Payable      $269,762
2801 Burton Ave
Burbank, CA
91504
Savannah Eddy
Tel: 818-351-4856
Email: savannah@bhcosmetics.com

Ecova, Inc.                            Trade Payable      $259,230
1313 N. Atlantic
Spokane, WA 99201
Andrea Duke
Tel: 208-597-5152
Email: ADuke@ecova.com

HB Connections Inc.                    Trade Payable      $235,895
8190 Chemin Royden
Montreal, QC
H4P 2T2
Canada
Maria Dellicolli
Tel: 514-340-4414
Email: mdellicolli@hbconnections.com

LF Centenial Pte, Ltd.                 Trade Payable      $235,312
10, Raeburn Park
#03-08, Block A
Singapore
088702
Singapore
Richard Loh
Tel: +65 6333 8893
Email: RichardLoh@lfcredit.com.sg

Allure Eyewear                         Trade Payable      $232,672
28243 Network Place
Chicago, IL
60673-1282
Matthew Blanchard
Tel: 212-378-7900
Email: mblanchard@allure-eyewear.com

LF Logistics USA LLC                   Trade Payable      $221,014
230-19 International
Airport Ctr Bl, Suite 250
Jamaica, NY 11413
Mahmoud Abbas
Tel: 917-214-7858
Email: MahmoudAbbas@lflogistics.com

LDC Incorporated                       Trade Payable      $217,987
22 First Street
East Providence, RI
02914
ED DecristoFaro
TEl: 401-861-4667
Email: ed@ldc85.com

MUD Pie LLC                            Trade Payable      $214,178
4893 Lewis Rd
Stone Mountain, GA 30083
Angie Pfeifer
Tel: 678-937-9696
Email: apfeifer@mud-pie.com

Dezine News Inc.                       Trade Payable      $210,263
3901 La Reunion Parkway,
Dallas, TX 75212
Margo Mason
Tel: 214-424-8007
Email: CCPrincipal@dezinenews.com


CHINA FISHERY: Needs Until February 28 to Solicit Plan Acceptances
------------------------------------------------------------------
China Fishery Group Limited (Cayman) and its affiliates ask the
U.S. Bankruptcy Court in New York to extend the exclusive period to
solicit acceptances of a chapter 11 plan for each Debtor through
and including February 28, 2018.

A hearing will be held on December 20, 2017, at 10:00 a.m. to
consider extending the exclusive solicitation period. Objections
must be filed by December 13.

The Debtors claim that they have discussed the requested extension
of the Exclusive Solicitation Period with the Chapter 11 Trustee,
who supports the extension request. The Debtors have also advised
the creditor constituents actively involved in the Chapter 11 Cases
that they would request an extension of the Exclusive Solicitation
Period until February 28, 2018, and no party raised an objection.

The Debtors relate that since February 2017, they have worked
diligently to engage their creditor constituents, the chapter 11
trustee for CFG Peru Singapore, and other parties-in-interest in an
effort to stabilize these Chapter 11 Cases and prosecute a viable
plan of reorganization.

In June 2017, after a contested evidentiary hearing, the Court
extended the Debtors' exclusive period to file plans until November
1, 2017, and exclusive period to solicit votes on such plans until
January 22, 2018, subject to the satisfaction of various
conditions.

On September 29, 2017, the Debtors filed:

     -- the Chapter 11 Plan of Pacific Andes International
        Holdings Limited (Bermuda) and Certain of Its
        Affiliated Debtors; and

     -- the Chapter 11 Plan of China Fishery Group Limited
        (Cayman), Pacific Andes Resources Development
        Limited (Bermuda), and Certain of their Affiliated
        Debtors, together with related Disclosure Statements.

The Debtors relate that they have structured the CFGL/PARD Plan to
complement the Chapter 11 Trustee's proposed sale process for CFG
Peru Singapore, after careful analysis of potential plan structures
and regular communication with the Chapter 11 Trustee.
Specifically, the treatment provided to creditors under the
CFGL/PARD Plan incorporates a toggle based on whether the Chapter
11 Trustee realizes a minimum sale price of $1.15 billion.
Therefore, The Debtors anticipate that the Chapter 11 Trustee's
sale process will move forward in tandem with the confirmation of
the plan.

Consequently, the timeline for confirmation of the CFGL/PARD Plan
is expected to move ahead in parallel with the Chapter 11 Trustee's
timeline for completing the sale process. The PAIH Plan is also
currently expected to proceed along a similar timeline.

Furthermore, and importantly, as the Court is aware, the Debtors
relate that they have been coordinating the chapter 11 plan process
with the Chapter 11 Trustee's sale efforts to streamline these
chapter 11 cases and avoid unnecessary litigation. Indeed, as the
Debtors have repeatedly stated, they continue to try to reach a
consensual resolution to these cases and believe, and understand
the Chapter 11 Trustee and creditors do as well, that moving
forward on a coordinated schedule is in all stakeholders' best
interest.

Moreover, the Chapter 11 Trustee has meaningfully advanced his sale
process since late August. However, as the Chapter 11 Trustee has
noted in open court, recent events have delayed his sale process,
including for example, a late start to the upcoming anchovy fishing
season and unanticipated delays in the Chapter 11 Trustee's 2016
audit.

In addition, as the Chapter 11 Trustee has also stated in open
court that he is actively negotiating with a number of bidders
interested in becoming the stalking horse bidder for his sale
process. As a result, the Chapter 11 Trustee filed a notice
extending the anticipated timeline for approval of a sale by moving
the sale hearing from December 20, 2017 to an undetermined future
date.

The extension of the Chapter 11 Trustee's sale timeline
necessitates a commensurate extension of the confirmation timeline
for the Plans, and, therefore, an extension of exclusivity. The
Debtors claim that they have met all deadlines set by the Court in
the Exclusivity Protocol established under the Court's last
extension of exclusivity and seek to extend the Exclusive
Solicitation Period to give the sale process the additional time
that the Chapter 11 Trustee has determined he needs.

           About China Fishery Group Limited (Cayman)

China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016. The petition was signed
by Ng Puay Yee, chief executive officer. The cases are assigned to
Judge James L. Garrity Jr.

At the time of the filing, China Fishery Group estimated its assets
at $500 million to $1 billion and debts at $10 million to $50
million.

Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as
special counsel.

On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as the
trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.


CLASSIC DEVELOPMENTS: Has Until April 10 to File Chapter 11 Plan
----------------------------------------------------------------
The Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana has extended the period within which
Classic Developments by JMG LLC has the exclusive right to file a
plan of reorganization for a period of an additional 120 days, or
until April 10, 2018.

As reported by the Troubled Company Reporter on Nov. 14, 2017, the
Debtor asked the Court for plan exclusivity extension, assuring the
Court that it can propose a feasible plan of reorganization. The
Debtor believed that a reasonable prospect exists that it can
obtain confirmation of a plan within a reasonable period of time.

The Debtor said that its tract of residential property, including
the house located thereon, bearing municipal address 6872 Canal
Boulevard, New Orleans, Louisiana 70124, is currently leased to Ted
and Krystal Ginn, and is generating rental income for the Debtor.
Thus, by virtue of the Residential Lease, the Canal Property is
generating positive cash flow for the Debtor and the anticipated
and/or potential proceeds from an eventual sale of this property
may very well be sufficient to pay most, if not all, claims against
the estate.

Further, the Ginns, through their agent, have expressed an interest
in purchasing the property from the Debtor.  Since Mr. Ginn is
currently a player with the New Orleans Saints football team, and
has the financial means to pay $4,500 a month in rent, he more than
likely has the financial wherewithal to purchase the Canal Property
if he so desires.

The Debtor believed that the Ginns will need until the end of the
current National Football League's season before a firm decision
would be made as to whether they will purchase the Canal Property.
Moreover, sales of residential property tend to increase during the
spring-time season.

               About Classic Developments by JMG LLC

Classic Developments by JMG LLC filed a Chapter 11 bankruptcy
petition (Bankr. E.D. La. Case No. 17-11538) on June 14, 2017. The
petition was signed by Jason Galatas, member. At the time of
filing, the Debtor had $500,000 to $1 million in estimated assets
and $100,000 to $500,000 in estimated liabilities.

Darryl T. Landwehr, Esq., at Landwehr Law Firm serves as bankruptcy
counsel.


CLINE GRAIN: $38K Sale of Equipment to Shareholders' Sons Approved
------------------------------------------------------------------
Judge Jeffrey G. Graham of U.S. Bankruptcy Court for the Southern
District of Indiana authorized Cline Grain, Inc.'s private sale of
farm equipment to Kyle D. Cline, Tyler J. Cline, and Michael L.
Cline for $38,190.

A hearing on the Motion was held on Dec. 6, 2017.

The sale proceeds will be disbursed to pay the Debtor's United
States Trustee fees, allowed professional fees and expenses, and
the balance to the Agency.

The 14-day stay imposed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived.  The provisions of this Order will
become effective immediately.

                       About Cline Grain

Cline Grain, Inc., and several affiliated entities sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-80004) on Jan. 3, 2017.  The
debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005),
New Winchester Properties, LLC (17-80006), Michael B. Cline and
Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa
A. Cline (Case No. 17-00014).  Allen Cline, as authorized
representative, signed the petitions.

The cases are assigned to Judge Jeffrey J. Graham.

The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.

Cline Grain, Inc., estimated under $50,000 in assets and $1 million
to $10 million in liabilities.  Cline Transport, Inc., estimated
between $500,000 to $1 million in assets, while New Winchester
Properties estimated $10 million to $50 million in assets.  Both
debtors estimated $1 million to $10 million in liabilities.

No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.


CLINE GRAIN: Private Sale of Farm Equipment to Sons for $83K Okayed
-------------------------------------------------------------------
Judge Jeffrey G. Graham of U.S. Bankruptcy Court for the Southern
District of Indiana authorized the private sale by Allen L. Cline
and Michael B. Cline of farm equipment to Kyle D. Cline, Tyler J.
Cline, and Michael L. Cline for $83,300.

One half of the sale proceeds ($41,650) will be disbursed Allen's
creditors pursuant to Allen's motion to approve distribution and
dismiss case, and the other half ($41,650) will be disbursed to
Mike's creditors pursuant to his motion to approve distribution and
dismiss case.

The 14-day stay imposed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived.  The provisions of this Order will
become effective immediately.

A copy of the list of Equipment sold attached to the Order is
available for free at:

    http://bankrupt.com/misc/Cline_Grain_629_Order.pdf

                       About Cline Grain

Cline Grain, Inc., and several affiliated entities sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-80004) on Jan. 3, 2017.  The
debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005),
New Winchester Properties, LLC (17-80006), Michael B. Cline and
Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa
A. Cline (Case No. 17-00014).  Allen Cline, as authorized
representative, signed the petitions.

The cases are assigned to Judge Jeffrey J. Graham.

The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.

Cline Grain, Inc., estimated under $50,000 in assets and $1 million
to $10 million in liabilities.  Cline Transport, Inc., estimated
between $500,000 to $1 million in assets, while New Winchester
Properties estimated $10 million to $50 million in assets.  Both
debtors estimated $1 million to $10 million in liabilities.

No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.


CLINE GRAIN: Sale of All Vehicles to Family Members for $45K Okayed
-------------------------------------------------------------------
Judge Jeffrey G. Graham of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized Cline Transport, Inc.'s
private sale of all vehicles and related equipment, except for the
2015 GMC Sierra Pick Up, to Kyle D. Cline, Tyler J. Cline, and
Michael L. Cline for $44,800.

The sale proceeds will be disbursed to cover United States Trustee
fees, allowed professional fees and expenses, and the balance to
the Internal Revenue Service.

The 14-day stay imposed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived.  The provisions of the Order will
become effective immediately.

                       About Cline Grain

Cline Grain, Inc., and several affiliated entities sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ind. Lead Case No. 17-80004) on Jan. 3, 2017.  The
debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005),
New Winchester Properties, LLC (17-80006), Michael B. Cline and
Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa
A. Cline (Case No. 17-00014).  Allen Cline, as authorized
representative, signed the petitions.

The cases are assigned to Judge Jeffrey J. Graham.

The Debtors are represented by Jeffrey M. Hester, Esq., at Hester
Baker Krebs LLC.

Cline Grain, Inc., estimated under $50,000 in assets and $1 million
to $10 million in liabilities.  Cline Transport, Inc., estimated
between $500,000 to $1 million in assets, while New Winchester
Properties estimated $10 million to $50 million in assets.  Both
debtors estimated $1 million to $10 million in liabilities.

No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.


COCHON PROPERTIES: Further Amended Plan on Nov. 30
--------------------------------------------------
Cochon Properties, LLC and Morrison Well Services, LLC, together
with certain holders of secured notes, filed with the U.S.
Bankruptcy Court an amended version of their Chapter 11 Plan on
Nov. 30, 2017.

BankruptcyData.com related that documents filed with the Court
explain, "The Plan constitutes a separate chapter 11 plan of
reorganization for each Debtor and the classification set forth in
Classes 1 through 7 shall be deemed to apply to each Debtor. For
all purposes under the Plan, each Class will contain sub-Classes
for each of the Debtors (i.e., there will be 7 sub-Classes for each
Debtor); provided that any Class or sub-Class that is vacant will
be treated in accordance with Section 3.06. On the Effective Date,
the Note Claims shall be deemed Allowed Claims in an amount not
less than $54,943,000 comprised of an amount of not less than
$53,138,000 in principal under the Notes and the Note Purchase
Agreement as of the Petition Date, plus accrued and unpaid
interest, fees, costs, and expenses in an amount of not less than
$1,805,000 accrued under the Notes and the Note Purchase Agreement
as of the Petition Date. If a Holder of a Bonding Claim votes to
accept the Plan, such Holder's Cochon Bonds shall remain in effect
in accordance with Section 4.17 of this Plan, the premiums on such
Cochon Bonds shall be paid in the ordinary course of business, and
such Holder shall receive its Pro Rata share of a Cash payment of
$25,000 in full and final satisfaction of its Bonding Claims."

A copy of the Amended Plan is available at:

          http://bankrupt.com/misc/lawb17-50705-608.pdf

                    About Rooster Energy

Houston, Texas-based Rooster Energy Ltd. --
http://www.roosterenergyltd.com/-- is an integrated oil and
natural gas company with an exploration and production (E&P)
business and a downhole and subsea well intervention and plugging
and abandonment service business.  The Company's operations are
located in the state waters of Louisiana and the shallow waters of
the Gulf of Mexico, mature regions that have produced since 1936.

Rooster Energy, L.L.C., Rooster Energy Ltd., and five other
affiliates sought Chapter 11 protection (Bankr. W.D. La. Lead Case
No. 17-50705) on June 2, 2017.  Kenneth F. Tamplain, Jr., president
and chief executive officer, signed the petitions.

In its petition, Rooster Energy L.L.C. estimated $50 million to
$100 million in liabilities.

Jan M. Hayden, Esq., Lacey Rochester, Esq., Susan C. Mathews, Esq.,
and Daniel J. Ferretti, Esq., at Baker Donelson Bearman Caldwell &
Berkowitz, P.C., serve as bankruptcy counsel.  Opportune LLP has
been tapped as restructuring advisor.  Donlin Recano & Company,
Inc., serves as claims, noticing and solicitation agent.

On June 23, 2017, the U.S. Trustee appointed three creditors to
serve in the official committee of unsecured creditors of the
Rooster Petroleum case.

On June 22, 2017, the U.S. Trustee appointed two creditors to serve
in the official committee of unsecured creditors of the Cochon
Properties case.


CUMULUS MEDIA: U.S. Trustee Forms 7-Member Committee
----------------------------------------------------
The U.S. Trustee for Region 2 on Dec. 11 appointed seven creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Cumulus Media Inc. and its affiliates.

The committee members are:

     (1) Enticent, LLC dba Triton Digital
         15303 Venture Blvd., Suite 1500
         Sherman Oaks, California 91403
         Contact: Brendan P. Collins, Senior VP
         Telephone: (866) 448-4037

     (2) U.S. Bank National Association
         James Center Two
         1021 East Cary Street, 18th Floor
         Richmond, Virginia 23219
         Contact: Christopher H. Gehman, Vice-President
         Telephone: (804) 771-7925

     (3) Angelo Gordon Super Fund, LP
         245 Park Avenue – 26th Floor
         New York, New York 10167
         Contact: Bryan Rush, Managing Director
         Telephone: (212) 692-2294

     (4) Ivy High Income Fund
         6300 Lamar Avenue
         Overland Park, Kansas 66202
         Contact:  Christopher M. Allen, Investment Analyst
         Telephone: (913) 236-3975

     (5) EJS Investment Holdings LLC
         P.O. Box 8839
         Columbia, South Carolina 29202
         Contact: Joshua Austin, Esq.
         Telephone: 803-466-6488

     (6) Screen Actors Guild-American Federation
         of Television & Radio Artists
         1900 Broadway, 5th Floor
         New York, New York 10023
         Contact: Mary Cavallaro, Chief Broadcast Officer
         Telephone:  (212) 863-4219

     (7) Caitlin Ferrari
         c/o Marlborough Law Firm PC
         445 Broad Hollow Road, Suite 400
         Melville, New York 11747
         Contact: (585) 469-9999

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                   About Cumulus Media

Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its
affiliates, including NY Radio Assets, LLC, and Westwood One, Inc.,
sought voluntary protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-13381) on November 29, 2017.

Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a
radio broadcasting company. The Company is also a provider of
country music and lifestyle content through its NASH brand, which
serves through radio programming, NASH Country Weekly magazine and
live events. Its product lines include broadcast advertising,
digital advertising, political advertising and non-advertising
based license fees. Its broadcast advertising includes the sale of
commercial advertising time to local, national and network clients.
Its digital advertising includes the sale of advertising and
promotional opportunities across its Websites and mobile
applications. Its across the nation platform generates content
distributable through both broadcast and digital platforms.

The case is assigned to Hon. Shelley C. Chapman.

The Debtors are represented by Paul M. Basta, Esq., Lewis R.
Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler,
Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York.
PJT Partners LP serves as the Debtors' investment banker.  Alvarez
& Marsal North America, LLC, serves as the Debtors' restructuring
advisor.  EPIQ Bankruptcy Solutions, LLC, serves as the Debtors'
claims, notice and balloting agent.

At the time of filing, the Debtors had estimated assets of $1
billion to $10 billion and estimated liabilities of $1 billion to
$10 billion.

The petition was signed by Richard Denning, senior vice president
and general counsel.

                          *     *     *

As reported by the TCR on Nov. 8, 2017, S&P Global Ratings lowered
its corporate credit ratings on Atlanta-based Cumulus Media Inc.
and its subsidiary Cumulus Media Holdings Inc. to 'SD' (selective
default) from 'CCC'.  "The downgrade follows Cumulus' recent
announcement that it didn't make a $23.6 million interest payment
on its 7.75% senior notes due 2019.  The payment was due on Nov. 1.
We believe the company made the decision to not make the payment
in order to preserve cash or put pressure on its bondholders to
participate in a subpar debt exchange, given that it has sufficient
cash on hand to make the interest payment.  We also believe the
nonpayment signals that a restructuring, either out of court or
through an in court reorganization, is likely imminent.  We don't
expect the company to make the interest payment within the 30-day
grace period."

In April 2017, Moody's Investors Service downgraded Cumulus Media
Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1', the secured
credit facilities to 'Caa1' from 'B3', and senior unsecured notes
to 'Ca' from 'Caa3'.  The outlook was changed to negative from
stable.  The downgrade reflects the elevated risk of a
restructuring of its balance sheet and its unsustainable leverage
level of 11.3x (excluding Moody's standard lease adjustments) as of
Q4 2016.


DELAWARE VALLEY UNIV.: Moody's Revises Ratings Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service has revised the outlook on Delaware
Valley University, PA to stable from negative and affirmed the Ba1
on its revenue bonds. The rating action affects approximately $31
million of debt.

Ratings Rationale

The revision of outlook to stable from negative reflects resumed
growth in net tuition revenue - the largest source of revenue,
stronger liquidity, and ongoing improvement in operating
performance. The Ba1 rating is supported by university's niche in
sustainable agricultural and animal sciences, its relatively small
operating scale of $57 million, and limited flexible reserves.

Rating Outlook

The stable outlook incorporates Moody's expectations of effective
enrollment management, gradual growth in net tuition revenue, and
operating cash flow margins above 8% combined with modest growth of
spendable cash and investments.

Factors that Could Lead to an Upgrade

- Material growth in flexible reserves

- Significant improvement in operating performance

Factors that Could Lead to a Downgrade

- Decline in liquidity or weakening of operating performance
   given already thin reserves

- Inability to generate revenue growth or enrollment declines

Legal Security

The Series 2012 LL1 bonds are a general obligation of the
university, secured by a pledge and lien on all unrestricted
receipts and revenues. Additional security is provided by a debt
service reserve fund.

Use of Proceeds

Not applicable

Obligor Profile

Delaware Valley University is a small, private not-for-profit,
four-year residential university located in Doylestown, 27 miles
north of Philadelphia. The university's market niche in
agricultural and animal sciences attracts approximately 2,100
full-time equivalent students and generates $57 million of
operating revenue.

Methodology

The principal methodology used in this rating was Global Higher
Education published in November 2015.


DENBURY RESOURCES: S&P Cuts CCR to 'SD' on Note Exchange
--------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Plano,
Texas-based Denbury Resources Inc. to 'SD' (selective default) from
'CC'. At the same time, S&P lowered its issue-level ratings on its
subordinated notes due 2022 and 2023 to 'D' from 'CC'.

The downgrade follows Denbury's announcement that it has closed a
privately negotiated agreement to exchange a portion of its senior
subordinated notes due 2022 and 2023 for new senior secured
second-lien notes and new senior convertible notes at a significant
discount to par. The company exchanged about $610 million principal
amount of existing notes for approximately $466 million principal
of new notes.

S&P said, "We view the transaction as a distressed exchange because
investors will receive less than promised on the original
securities. Additionally, we view the offer as distressed, rather
than purely opportunistic, given our view that the company has
limited growth opportunities in the current commodity price
environment and its debt leverage will remain high.

"The company subsequently announced a private tender offer to some
holders of its senior subordinated notes due 2021, 2022, and 2023
to exchange these securities for new senior secured second-lien and
new senior convertible notes at a 20% to 25% discount to par, which
we also view as a distressed exchange offer. We expect to review
the corporate credit and issue-level ratings after the final
settlement of the potential exchanges as part of this offer. We
will then re-assess the company's ratings in light of its new
capital structure, an updated reserve valuation, and the likelihood
of further debt exchanges."


DENTON DOUGH: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Denton Dough Company
        217 E. Hickory Street
        Denton, TX 76201

Type of Business: Founded in 2010, Denton Dough Company
                  is a privately held company based in
                  Denton, Texas.  The company is equally owned
                  by Martha Jensen and Monte Jensen.  Denton
                  Dough is affiliated with Melkinney, LLC,
                  which sought bankruptcy protection on May 5,
                  2017 (Bankr. N.D. Tex. Case No. 17-31859).

Chapter 11 Petition Date: December 11, 2017

Case No.: 17-34650

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

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Robert Thomas DeMarco, Esq.
                  DEMARCO-MITCHELL, PLLC
                  1255 W. 15th St., Suite 805
                  Plano, TX 75075
                  Tel: (972) 578-1400
                  Fax: (972) 346-6791
                  E-mail: robert@demarcomitchell.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Martha Jensen, president.

A full-text copy of the petition, along with a list of 20 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/txnb17-34650.pdf


DEXTERA SURGICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Dextera Surgical Inc.
           fdba Cardica, Inc.
        900 Saginaw Drive
        Redwood City, CA 94063

Type of Business: Headquartered in Redwood City, California,
                  Dextera Surgical Inc. is a medical device
                  company that designs and manufactures
                  proprietary stapling devices that enable the
                  advancement of minimally invasive surgical
                  procedures.  Founded in 1997 as Vascular
                  Innovations, Inc., the Debtor changed its
                  name in November 2001 to Cardica, Inc. and
                  in June 2016 to Dextera Surgical Inc.
                  Dextera had its initial public offering in
                  2006 and its common stock is publicly traded
                  and prior to the bankruptcy filing, had been
                  listed on the NASDAQ Capital Market (DXTR).

                  https://www.dexterasurgical.com/

Chapter 11 Petition Date: December 11, 2017

Case No.: 17-12913

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

Debtor's Counsel: Teresa K.D. Currier
                  SAUL EWING ARNSTEIN & LEHR LLP
                  1201 North Market Street, Suite 2300
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: 302-421-6800
                  Email: tcurrier@saul.com

                    - and -

                  Monique Bair DiSabatino, Esq.
                  SAUL EWING ARNSTEIN & LEHR LLP
                  1201 N. Market Street, Suite 2300
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: 302-421-6806
                  Fax: 215-972-2297
                  Email: monique.disabatino@saul.com

                   - and -

                  Mark Minuti, Esq.
                  SAUL EWING ARNSTEIN & LEHR LLP
                  1201 N. Market Street, Suite 2300
                  P.O. Box 1266
                  Wilmington, DE 19899
                  Tel: 302 421-6840
                  Fax: 302 421-5873
                  Email: mark.minuti@saul.com

Debtor's
Special
Corporate
Counsel:          COOLEY LLP
                  101 California Street, 5th Floor
                  San Francisco, CA 94111-5800
                  Tel: (415) 693-2000

Debtor's
Financial
Advisor &
Investment
Banker:           JMP SECURITIES, LLC

Debtor's
Claims &
Noticing
Agent:            RUST CONSULTING/OMNI BANKRUPTCY
                  Web site: https://is.gd/3Gy0ae

Total Assets: $6.53 million as of Sept. 30, 2017

Total Debts: $14.82 million as of Sept. 30, 2017

The petition was signed by Julian Nikolchev, president and CEO.

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

             http://bankrupt.com/misc/deb17-12913.pdf

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
HCP LS Redwood City, LLC              Landlord           $123,131
Email: naja.hunter@cbre.com

Connor Group LLC                        Trade            $106,071
Email: receivables@connorgp.com

The NASDAQ Stock Market                 Trade             $65,000
Email: Birute.Kirtiklyte@nasdaq.com

Cooley Godward Kronish LLP              Trade             $60,264
Email: lstahl@cooley.com

BDO                                     Trade             $52,500
Email: aejaz@bdo.com

Quine IP Law Group                      Trade             $45,259
Email: Gbaker@quinelaw.com

Moss Adams LLP                          Trade             $44,659
Email: stacey.dell@mossadams.com

Brunk Industries                        Trade             $40,133
Email: lparker@brunk.com

Computershare                           Trade             $25,825
Email: daniel.spengel@computershare.com

Spectralytics                           Trade             $23,458
Email: sdagner@spectralytics.com

Vista IP Law Group                      Trade             $22,412
Email: peter.mei@viplawgroup.com

Expedite Precision Works Inc.           Trade             $18,146
Email: yousuffk@expediteprecision.com

Norman Noble, Inc.                      Trade             $18,043
Email: kalexander-perry@normannoble.net

Inspire Products, Inc.                  Trade             $17,516
Email: williamr@inspireproduct.com

Technical Manufacturing West            Trade             $16,606
Email: jlopez@tmwmedical.com

Target CW                               Trade             $14,477
Email: payments@targetCW.com,
info@targetcw.com

Interplex Etch Logic LLC                Trade             $13,112
Email: Email: jill.stowers@us.interplex.com

Roberts Swiss Inc.                      Trade             $12,680
Email: jbastin@rswiss.com

T.O. Plastics                           Trade             $11,352
Email: lkiffmeyer@toplastics.com

Baird Industries                        Trade              $9,449
Email: ylaucell@bairdindustries.com


ENVIRO-SAFE: Worldwide Buying 2008 Skyjack Lift for $12K
--------------------------------------------------------
Enviro-Safe Refrigerants, Inc., asks the U.S. Bankruptcy Court for
the Central District of Illinois to authorize the sale of 2008
Skyjack Lift outside the ordinary course of business to Worldwide
Construction for $12,000.

The Debtor no longer uses the Skyjack Lift in its operations.
After its own efforts marketing the equipment to potential third
party purchasers, it has received an offer to purchase the item
from the Buyer.

The Debtor believes that the amount offered is fair and reasonable,
and the highest price that it can obtain on the open market for the
used item.

As stated in prior pleadings and as referenced in prior orders of
the Court, two parties hold blanket perfected security interests of
the Debtor in its equipment: PNC National Bank N.A. and Busey Bank,
an Illinois Banking Corporation.  Both PNC and Busey have been made
aware of the surplus equipment sales anticipated in this case, and
have consented to such sales and also consented to the Debtor
retaining the sale proceeds for use in its ordinary course business
operations.

Therefore, Debtor asserts that the proposed sale is in the best
interests of the bankruptcy estate and request that it be approved.
Upon request and tender of a draft by Worldwide Construction, the
Debtor will obtain a release of the security interests of PNC and
Busey to the Skyjack Lift.  Upon request and tender of a draft by
Worldwide Construction, the Debtor will execute a bill of sale to
the Skyjack Lift.

The Purchaser:

          WORLDWIDE CONSTRUCTION
          79 Manor Circle
          Bristol, PA 19007

Counsel for PNC:

          Martin Wasserman, Esq.
          E-mail: mwasserman@carlsondash.com

Counsel for Busey Bank:

          Michael Seghetti, Esq.
          E-mail: MSeghetti@emrslaw.com

                About Enviro-Safe Refrigerants

Headquartered in Pekin, Illinois, Enviro-Safe Refrigerants Inc. --
http://www.es-refrigerants.com/-- provides refrigerant and support

fluids.  Its products include air conditioning tools, automotive
fluids, green gas and industrial supplies.

Enviro-Safe Refrigerants filed for Chapter 11 bankruptcy
protection
(Bankr. C.D. Ill. Case No. 17-80827) on June 5, 2017, estimating
assets and liabilities of between $1 million and $10 million each.

Julie C. Price, president, signed the petition.

Judge Thomas L. Perkins presides over the case.  

Sumner Bourne, Esq., at Rafool, Bourne & Shelby, P.C., serves as
the Debtor's bankruptcy counsel.

On July 11, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


ENVIRO-SAFE: Worldwide Buying 2014 JLG G-10 Telehandler for $79K
----------------------------------------------------------------
Enviro-Safe Refrigerants, Inc., asks the U.S. Bankruptcy Court for
the Central District of Illinois to authorize the sale of 2014 JLG
G-10 Telehandler outside the ordinary course of business to
Worldwide Construction for $79,000.

The Debtor no longer uses the Telehandler in its operations.  After
its own efforts marketing the equipment to potential third party
purchasers, it has received an offer to purchase the item from the
Buyer.

The Debtor believes that the amount offered is fair and reasonable,
and the highest price that it can obtain on the open market for the
used item.

As stated in prior pleadings and as referenced in prior orders of
the Court, two parties hold blanket perfected security interests of
the Debtor in its equipment: PNC National Bank N.A. and Busey Bank,
an Illinois Banking Corporation.  Both PNC and Busey have been made
aware of the surplus equipment sales anticipated in this case, and
have consented to such sales and also consented to the Debtor
retaining the sale proceeds for use in its ordinary course business
operations.

Therefore, Debtor asserts that the proposed sale is in the best
interests of the bankruptcy estate and request that it be approved.
Upon request and tender of a draft by Worldwide Construction, the
Debtor will obtain a release of the security interests of PNC and
Busey to the Telehandler.  Upon request and tender of a draft by
Worldwide Construction, the Debtor will execute a bill of sale to
the Telehandler.

The Purchaser:

          WORLDWIDE CONSTRUCTION
          79 Manor Circle
          Bristol, PA 19007

Counsel for PNC:

          Martin Wasserman, Esq.
          E-mail: mwasserman@carlsondash.com

Counsel for Busey Bank:

          Michael Seghetti, Esq.
          E-mail: MSeghetti@emrslaw.com

                About Enviro-Safe Refrigerants

Headquartered in Pekin, Illinois, Enviro-Safe Refrigerants Inc. --
http://www.es-refrigerants.com/-- provides refrigerant and support

fluids.  Its products include air conditioning tools, automotive
fluids, green gas and industrial supplies.

Enviro-Safe Refrigerants filed for Chapter 11 bankruptcy
protection
(Bankr. C.D. Ill. Case No. 17-80827) on June 5, 2017, estimating
assets and liabilities of between $1 million and $10 million each.

Julie C. Price, president, signed the petition.

Judge Thomas L. Perkins presides over the case.  

Sumner Bourne, Esq., at Rafool, Bourne & Shelby, P.C., serves as
the Debtor's bankruptcy counsel.

On July 11, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


ESPLANADE HL: Needs Until January 29 to Formulate Viable Plan
-------------------------------------------------------------
Esplanade HL, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Illinois for an
extension of the deadline to file a plan of reorganization, as well
as the exclusive periods during which the Debtors may file a
chapter 11 plan and solicit acceptances thereof, to and including
January 29, 2018, and March 30, 2018, respectively.

This is the Debtors' sixth extension request.  A hearing on the
Debtors' sixth motion is set for December 13, 2017, at 10:00 a.m.

The Debtors submit that accomplishing a broader restructuring of
each entity is complex in light of the fact that each or some of
the Properties must be sold prior to the Debtors being able to pay
off creditors, and, necessarily prior to confirming a plan of
reorganization or liquidation (as the case may be).

The Debtors note that they have sold the EHL Property, the
Belvidere Property, the Esplanade Property, the 9501 Property, and
the "outlot" property.  The last sale closed on November 3, 2017,
and the Debtors state they need further time to review and work out
certain claims asserted against the Debtors, including by First
Midwest Bank ("FMB") and certain mechanic's lien claimants.

The Debtors relate that since the Petition Date, they have focused
on various critical issues related to their emergence from chapter
11, including among other things:

      (a) preparing their schedules and statements of
          financial affairs;

      (b) negotiating cash collateral use with FMB;

      (c) negotiating contracts with respect to certain
          Properties;

      (d) drafting and appearing in Court with respect
          to various sale motions related to the
          Properties; and

      (e) finalizing sales on the Properties.

As a result, the Debtors contend they have not been able to fully
formulate an effective chapter 11 plan or plans. As such, the
Debtors seek to extend the deadline to file a plan and related
exclusivity deadlines to afford them additional time to exclusively
formulate and implement a viable Plan.

In addition, the Debtors have thus far met each of the requirements
under the various cash collateral orders that have been entered in
these Chapter 11 Cases, including making interest-only payments to
FMB.

The Debtors believe that this extension of the Plan Deadline and
the Exclusive Periods will allow them the necessary time to focus
upon continuing on-going negotiations and proceeding toward a
viable plan that will enable the Debtors to exit bankruptcy.

                       About Esplanade HL

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

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

Judge Carol A. Doyle is the case judge.

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


EWT HOLDINGS III: S&P Rates 2024 $797MM First-Lien Term Loan 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to U.S.-based water treatment technology,
equipment, and services provider EWT Holdings III Corp.'s  proposed
$797 million first-lien term loan due 2024. The '3' recovery rating
indicates our expectation for meaningful (50%-70%; rounded
estimate: 55%) recovery for lenders in the event of a default.

Through this proposed issuance, the company plans to reprice and
extend the maturity of its first-lien term debt. Our recovery
analysis incorporates management's proposed increase of the
company's revolving credit facility, which will be extended to
2022, to a total facility amount of $125 million from $95 million
currently.

This transaction follows the company's recent IPO, in which
management used a portion of the proceeds from the offering to
repay debt. We believe that EWT will remain moderately acquisitive
and have incorporated a moderate level of annual acquisition
activity in our forecast. Still, we continue to expect that EWT's
leverage will decline toward the 5x area in fiscal-year 2018 (ended
Sept. 30, 2017) on organic revenue growth and additional EBITDA
from its recent acquisitions.

Key analytical factors

S&P said, "Our simulated default scenario assumes a default in 2020
due to margin pressures stemming from persistent operational
inefficiencies and increased competition, which cause the company
to lose market share in its highly fragmented industry.
"We have valued the company as a going concern using a 5x multiple
of our projected emergence EBITDA of about $108 million, which
results in a gross enterprise value of about $541 million.

"Our '3' recovery rating on EWT's first-lien senior secured
facilities indicates our expectation for meaningful (50%-70%;
rounded estimate: 55%) recovery because of the facilities' senior
secured standing in the capital structure and their first-priority
lien on the security package."

Simulated default assumptions

-- Simulated year of default: 2020
-- EBITDA at emergence: $108 million
-- EBITDA multiple: 5x
-- The revolving credit facility is 85% drawn at default.
-- All debt amounts include six months of prepetition interest.

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $514
million
-- Valuation split (obligors/nonobligors): 80%/20%
-- Priority claims: $15 million
-- Total value available to first-lien debt claims: $499.3
million
-- First-lien debt claims: $898.8 million
    --Recovery expectations: 50%-70% (rounded estimate: 55%)

RATINGS LIST

  EWT Holdings III Corp.
   Corporate Credit Rating          B/Stable/--
   Sr Secured                       B
     Recovery Rating                3(55%)

  New Rating

  EWT Holdings III Corp.
   Sr Secured
    $797M Term Loan Due 2024        B
     Recovery Rating                3(55%)


FERHANA DESAI: Samazo Buying Gaithersburg Farm for $1.5 Million
---------------------------------------------------------------
Ferhana Desai asks the U.S. Bankruptcy Court for the District of
Maryland to authorize the sale of real property located at 5600
Riggs Road, Gaithersburg, Maryland ("Farm") to Samazo Investments,
LLC for $1.5 million.

A hearing on the Motion is set for Jan. 18, 2018, at 2:00 p.m.
Objections, if any, must be filed not be less than 21 days for the
date of the notice.

The Debtor has two properties she owns: the first being her primary
residence at 710 Lake Veruna Mews, Gaithersburg, Maryland owned by
her, and the second being the Farm she owns with Akthar G. Mahomed.
The Farm property is a large property consisting of 62.59 acres.
It is zoned for agricultural usage.  The Debtor exerted extensive
efforts to sell and market the Farm through models involving a
wind/energy farm, an Islamic cemetery, and finally a sale model for
development by the Buyer.  The scheduled value of the Farm is
$571,000 by the SDAT however this is not reflective of true value
for development, but rather a purely agricultural basis for value.


The Debtor has filed a prior Chapter 11 case; namely, 15-11206 on
Jan. 28, 2015 which was previously dismissed.  That case involved
varying proposals described for the use and development of the
Farm.  The sale or development of the Farm in conjunction with one
of these proposals in the case was critical to the reorganization
because the security interest on the Farm held by Capital One was
cross collateralized on the Debtors Residence as a second loan.
Thus, satisfying that credit facility and secured claim in a way
that eliminates it was critical to the Debtor retaining her home.

Likewise, there is an IRS claim in the case which also needs to be
satisfied from the sale of the Farm.  The Chapter 11 case was filed
because the viability of a complex wind farm development simply
exceeded the scope of issues at hand.  In this case, the task was
simpler in one sense that the Debtor had a sale proposed for
development, but more complex in that it required significant due
diligence and contingencies.

The Debtor, the Co-Owner and the Buyer entered into Contract of
Sale.  The Co-Owner has agreed to the sale of the Farm under the
Contract, and has consented to the jurisdiction of the Bankruptcy
Court to sell his interest.

The Contract proposes the purchase of the Farm for $1.5 million,
free and clear of liens and encumbrances, by the Debtor and
Co-Owner to the Buyer.  The Contract presumes intended purpose for
a housing development.  It has several material contingencies; the
most significant of which are permitting and zoning, and financing
for the Buyer.  These have been extended for permitting and zoning
through Oct. 18, 2018, and as to financing through Dec. 31, 2018.
The Closing has been extended to Dec. 31, 2019.  Importantly to
disclosure, the permitting and zoning is more fully described at
the General Addendum which notes that the Contract contemplates 3
lots consisting of 2 x 5 acre residential lots, and 1 x 52
agricultural lot to be retained by the Debtor.

The Contract assumes financing for the Buyer of $1,125,000
conventional at 4.5% and cash of $375,000.  A $5,000 deposit was
presented and is being held by the Debtor, who as noted is a
realtor.  A feasibility study is permitted to the Buyer which was
to be completed within 240 days of ratification.  A percolation
test was permitted within 240 days of ratification.  These matters
are being suspended pending the zoning and permitting
contingencies, which have been extended.

The Buyer is entitled to be reimbursed for $77,000 in his expenses;
however, by General Addendum this only applies to the extent there
is equity from the sale after all liens and claims in the
bankruptcy case are paid.  Moreover, there is no Buyer
reimbursement right to the extent the Debtor cannot deliver title
to the Buyer.  Further, although the Debtor is a licensed real
estate agent, she is not receiving any commission from the sale.

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

     http://bankrupt.com/misc/Ferhana_Desai_105_Sales.pdf

The Montgomery County Addendum denotes that the Buyer is paying all
of the transfer and recordation taxes; however, the Contract sale
will be presented for approval under the forthcoming Plan of
Reorganization and will be exempted from any and all transfer or
recordation taxes pursuant to 11 U.S.C. Section 1146.  The Debtor
proposes that through a Plan of Reorganization which will be filed
promptly the Contract within the Motion be approved for sale free
and clear of liens, claims and encumbrances or interests.  

Should the Contract fail to close, the Debtor will conduct a
nonabsolute auction of the Farm within 180 days of Contract release
to satisfy claims.  The Plan will propose that upon the entry of a
Confirmation Order, the case will be dismissed and the Debtor will
implement such reorganization following dismissal to avoid both
United States Trustee fees, and the complications of an ongoing
reorganization that is open with reporting that creates the
necessity of a pending case.  The Plan will propose that the case
will be reopened for the filing of a final report and request for
discharge and final decree.

The Debtor contemplates that the following claims will be satisfied
from the sale of the Farm and/or Cash Distributions following sale
of the Farm.  Firstly, Capital One which asserts an over secured
claim of $1,424,070 will be satisfied.  Secondly, the Internal
Revenue Service asserting a secured claim of $46,797 will be
satisfied.  Allowed Unsecured Claims such as Discover Bank at
$9,220, or BB&T at $3,403; and the United States Trustee at $650
will be paid in full at sale or under the Plan.  Thus, this is a
100% payment Plan on all allowed claims.  A Motion to Set Bar Date
for all disputed, contingent or unliquidated Claims will be filed
with the Plan of Reorganization so as to ensure that any such
claims not reflected on the Claims Docket will be allowed if proofs
of claim are filed.

J.P Morgan has filed an oversecured claim on the Residence of
$258,478 which the Debtor is satisfying and will continue to pay in
the ordinary course of business as her primary mortgage.  The
Debtor recognizes that any remaining debts from the Capital One
Claim or the Internal Revenue Claim will remain as liens on the
Residence after the sale of the Farm to the extent such secured
claims are not paid from the sale of the Farm in full.  Further, as
the Debtor is retaining an agricultural portion of the Farm under
the Contract that residual property will likewise remain subject to
the unpaid liens at closing if any exist.  A new lien in favor of
any unpaid allowed claims will issue on the residual unsold portion
of the Farm and the Residence.

The Creditor:

          CAPITAL ONE, NA
          c/o Padma Vaghela
          Claims Processor
          Ascension Capital Group
          P.O. Box 201347
          Arlington, TX 76006

Counsel for Debtor:

          John D. Burns, Esq.
          THE BURNS LAWFIRM, LLC
          6303 Ivy Lane, Suite 1052
          Greenbelt, MD 20770
          Telephone: (301) 441-8780
          E-mail: ecf@burnsbankruptcyfirm.com

Ferhana Desai is an individual realtor engaged in property sales
and management.  Ferhana Desai sought Chapter 11 protection (Bankr.
D. Md. Case No. 16-15238) on April 18, 2016.  The Debtor tapped
John Douglas Burns, Esq., at The Burns Lawfirm, LLC as counsel.

The Debtor can be reached at:

          Ferhana Desai
          710 Lake Varuna Mews
          Gaithersburg, MD 20878


FIVE A TRADING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Five A Trading, Inc.
           dba A to Z Wholesale Grocery
        1833 Lawrenceville Hwy
        Decatur, GA 30033

Type of Business: Decatur, Georgia-based Five A Trading, Inc.
                  is a merchant wholesaler of groceries and
                  other related products.  The company's gross
                  revenue amounted to $8.86 million in 2016
                  and $7.39 million in 2015.

Chapter 11 Petition Date: December 11, 2017

Case No.: 17-71400

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Justin Oliverio, Esq.
                  ATTORNEY JUSTIN OLIVERIO LLC
                  150 E. Ponce de Leon Avenue, Suite 200
                  Decatur, GA 30030
                  Tel: 678-856-6780
                  Fax: 1-800-524-0851
                  E-mail: Justin@ajollc.com

Total Assets: $1 million

Total Liabilities: $1.79 million

The petition was signed by Ayaz Ali, secretary.

A full-text copy of the petition, along with a list of 20 largest
unsecured creditors, is available for free at
http://bankrupt.com/misc/ganb17-71400.pdf


FLO'S LLC: Unsecured Creditors to Receive at Least $45K in 5 Years
------------------------------------------------------------------
Flo's, LLC, Flo's Second, LLC, and Flo's Restaurants Inc. filed
with the U.S. Bankruptcy Court for the District of Arizona a
disclosure statement, dated Dec. 1, 2017, in support of its
proposed plan of reorganization also dated Dec. 1, 2017.

Based in Scottsdale, Arizona, Flo's Inc. was a member of three
separate limited liability companies, Flo's First, Flo's Second,
and Flo's Third, which operated three Asian cuisine restaurants
known as Flo's Chinese Restaurant, Flo's Asian Kitchen, and Flo's
Hong Kong Food Market, respectively.

Class 3 under the plan consists of all Allowed Unsecured Claims.
Holders of Allowed Class 3 Claims will be paid the sum of at least
$45,000 over five years. The Debtors will make the payments to the
holders of Allowed Class 3 Claims on the Initial Payment Date and
every year thereafter for four years based upon each Class 3 Claims
pro rata share of potential Unsecured Claims. No interest will
accrue or be paid to the holders of the Allowed Class 3 Claims.
Class 3 Unsecured Claims are currently in the total amount of
$762,160.03.

The Plan will be funded from the Debtors' post-petition revenue and
the New Value contribution. As shown by their five-year cash
projections under the Plan, the Debtors have sufficient income to
fund the payments under the Plan.

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

     http://bankrupt.com/misc/azb2-17-09181-98.pdf

                      About Flo's LLC

Flo's LLC, Flo's Second LLC and Flo's Restaurants Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Lead Case No. 17-09181) on Aug. 8, 2017.  Dustin W. Wallace,
manager, signed the petitions.  

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

Allen Barnes & Jones, PLC, represents the Debtor as bankruptcy
counsel.


FLORIDA DEVELOPMENT: Fitch Rates $600MM 2017 Revenue Bonds 'BB-'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to $600 million in series
2017 surface transportation facility revenue bonds (Brightline
Passenger Rail Project - South Segment) issued by the Florida
Development Finance Corporation on behalf of All Aboard Florida -
Operations LLC (dba Brightline Operations).

The Rating Outlook is Stable.

KEY RATING DRIVERS

Summary: All Aboard Florida - Operations LLC (AAF), doing business
as Brightline Operations (Brightline), is a privately owned and
operated intercity passenger rail service connecting the three key
cities in Southeast Florida (Miami, Fort Lauderdale and West Palm
Beach). The rating reflects Brightline's standing as a new-market,
U.S. luxury rail project that exhibits uncertain demand and revenue
generation potential. The rail line was constructed as a
semi-greenfield project and construction was substantially complete
in fourth quarter 2017. Service on the West Palm Beach (WPB) to
Fort Lauderdale (FTL) line is expected to start in December 2017,
with service from WPB to Miami starting the first quarter of 2018.

Uncertainty surrounding demand and willingness to pay constrains
this rating to non-investment grade. Favorably, Brightline is
targeting a small corridor market share of only 0.74% of trips in a
densely populated and congested service area that has a need for
additional transit options and demand for travel time-savings
associated with higher-speed rail. The 'BB-' rating is supported by
strong breakeven analysis, which shows under sponsor case
assumptions that Brightline achieves breakeven levels if stabilized
ridership is 41.5% lower than projected. Sufficient reserve funds
and a $50 million working capital revolver can support operations
even under a delayed ramp-up scenario of up to six years (2023
ridership stabilization).

Uncertain Demand
The Brightline luxury rail line will serve the growing southeast
region of Florida and be a much needed alternative to congested
surface transportation modes. Fitch views the region as
economically strong and diverse, with strong demographic
characteristics. However, given Brightline is a new service with no
ridership history that targets business and leisure traffic and has
no similar U.S. comparables, there is significant uncertainty
around ridership levels. The strong revenue generation of other
U.S. passenger rail services in intercity corridors, such as
Amtrak's Northeast Corridor (NEC) and the California Pacific
Surfliner, provide a good indication of Brightline's potential.
Amtrak's Acela service from D.C. to Boston generates almost $600
million in annual revenue with 2016 ridership of 3.5 million in a
constrained and competitive rail corridor. Brightline in contrast
is forecasting $147.6 million of revenue in 2021, the first year
after stabilization, and can breakeven with 2021 revenue of $93.5
million, based on ridership of 1.7 million and average fares
substantially lower than Acela.

Unilateral Rate-Setting Ability, Levels Untested
Brightline has the ability to set rates and implement rate
increases freely, independent of any legislative or political
interference. Proposed fare levels on a per mile basis are in line
with regional Florida Amtrak fares and substantially below the
Northeast Corridor's Acela line. With no history of rate increases,
price risk is considered midrange. Strong corridor demographics and
higher incomes support the initial fare proposals, but price
uncertainty remains given the lack of experience in the U.S. with a
similar quality service.

Experienced Operators Support Service
The project will be operated by experienced personnel, further
complemented by freight transportation personnel who have a long
history of successfully operating and maintaining a busy rail
corridor. A 30-year rail car supply and maintenance contract with
Siemens Industries, which includes a parent company guarantee
(Siemens AG, rated A/Stable), adds further strength to the
project's operational attributes. The operating cost profile is
deemed manageable by the independent engineer (IE), Louis Berger.

Growth-Dependent Debt Structure
The revenue bonds are fully amortizing, fixed rate senior debt. A
flat debt service profile and amortization beginning in 2026 may
put strain on the issuer's financial profile if Brightline's
ramp-up period is longer than expected. The issuance of parity
debt, with the exception of a working capital revolver not to
exceed $50 million, is restricted. Phase II of the project will be
funded separately. An equity distribution test of 1.75x DSCR and a
six-month debt service reserve fund provide additional
protections.

Financial Profile
Given the uncertainty surrounding ridership and ramp-up, Fitch
analyzed multiple ramp-up and breakeven scenarios. Under the
sponsor case, ridership is able to sustain a 41.5% decrease after
stabilization and still maintain at least a 1.0x debt service
coverage ratio (DSCR), using unrestricted funds (including working
capital revolver) when needed. When performing the same analysis
under a delayed ramp-up scenario with stabilization occurring in
2022, ridership is able to sustain a 38.3% decrease and still
maintain at least a 1.0x DSCR, using unrestricted funds when
needed. A 38.3% decrease in ridership results in only a 0.5% share
of the addressable market.

PEER GROUP
Fitch does not publicly rate any rail services that would be a
close peer to Brightline. Other rated rail service within Fitch's
global portfolio have been operational for a number of years with
tested demand and stable ridership, which removes the inherent risk
seen in Brightline's service and accounts for the higher ratings.
Publically-rated European rail lines include the City Greenwich
Lewisham Rail Link plc (CGLR; BBB+/Positive) and Channel Link
Enterprise Finance plc (CLEF; BBB/Stable). Both CGLR and CLEF have
been operational for nearly three decades with stabilized passenger
levels and clearer volume and market share certainty leading to
investment grade ratings.

RATING SENSITIVITIES

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

-- Underperformance from either ridership or revenue that results
    in metrics that are materially below Fitch's rating case.

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

-- Sustained long-term ridership levels or revenues in line with
    or outperforming the sponsor's forecast.


FOC INC: Proposes a Sale of FTI's 8K Stocks in Casey's
------------------------------------------------------
FOC, Inc., and affiliates, ask the U.S. Bankruptcy Court for the
Northern District of Iowa to authorize the sale of F Trans, Inc.'s
8,000 shares of stock in Casey's General Stores, Inc. outside the
ordinary course of business.

The Casey's stock trades on the NASDAQ and, as of the date of the
Motion, the Casey's stock is valued at $123.43 per share.

FTI asks authority to sell the Stock without further notice or
hearing if and when it believes it is in its best business interest
to do so.  The current price for the Stock is high, and FTI asks
the ability to sell the Stock, and in doing so turn it into cash.

FTI will deposit the proceeds from the sale of the Stock, if it
sells the Stock, into its DIP bank account.

                    About FOC

FOC, Inc. sought Chapter 11 protection (Bankr. N.D. Iowa Case No.
17-00466), together with RLP, LLC, FER, Inc., and F Trans, Inc., on
April 24, 2017.  CEF Energy, LLC and Dawson Oil Co., LLC together
with the First Petitioners, files their Petitions for relief
pursuant to Chapter 11 of the Bankruptcy Code on June 8, 2017.

On May 12, 2017, the United States Trustee established a Creditors'
Committee only for the FOC case.

On July 7, 2017, the Court entered an order jointly administering
all of the Debtors' Cases.


FR DIXIE: S&P Lowers CCR to 'CCC' on Weakened Liquidity
-------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on FR Dixie
Acquisition Corp. to 'CCC' from 'CCC+'. The outlook is negative.

S&P said, "At the same time, we lowered our issue-level ratings on
the company's senior secured revolver and term-loan to 'CCC' from
'CCC+'. Our '3' recovery ratings on the debt remains unchanged,
indicating our expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default.

"The downgrade reflects our view of FR Dixie's near-term liquidity
and refinancing risk, given the maturity of the company's revolving
credit facility over the next year. Since the company's revolving
credit facility matures in approximately 12 months, we now view the
$16.5 million drawn under the company's revolver as a near-term
obligation and a use of liquidity in our analysis, which further
constrains its liquidity position (given the company's low cash
balance as of September 30, 2017). To reflect these concerns, we
have revised our assessment of Dixie's liquidity to weak. The
rating action reflects that absent a successful refinancing of the
company's revolver, we believe that the company will default
without an unforeseen positive development over the next 12
months.

"The negative outlook reflects that the company may be unable to
successfully refinance its credit facility due December 2018. We
expect Dixie's credit measures to remain weak over the next 12
months, given soft near-term prospects for the U.S. domestic oil
field businesses they serve.

"We could lower our ratings on Dixie if we believe that a default,
distressed exchange, or redemption appears to be inevitable within
six months, absent unanticipated significantly favorable changes in
the issuer's circumstances. In addition, we would lower our ratings
to 'D' or 'SD' if the company misses a cash payment or enters into
a transaction that we could classify as a distressed exchange.

"Alternatively, we could revise our outlook to developing if we
come to believe that the company has reasonable near-term prospects
to refinance the revolver."


FYNDERS INC: MDOR to Receive $4.4K in 50 Months Under New Plan
--------------------------------------------------------------
Fynders, Inc., and Keepers, Inc., filed with the U.S. Bankruptcy
Court for the District of Massachusetts a first amended joint
disclosure statement with respect to their chapter 11 plan of
reorganization dated Nov. 30, 2017.

Under the latest Plan, Fynders asserts that the accurate amount of
the Class 3A secured and priority tax claims of the Massachusetts
Department of Revenue and the Massachusetts Department of
Unemployment Assistance are as follows:

   MDOR -- $189,908.86; and
   DUA -- $79,090.54.

Based upon the amount of the tax claims asserted by Fynders, the
taxing authorities will now receive 50 equal monthly payments in
the following amounts:

   (i) IRS - $5,316.60;
  (ii) MDOR - $4,478.84;
(iii) DUA - $1,865.28; and
  (iv) AG - $1,349.60.

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

     http://bankrupt.com/misc/mab17-40400-125-2.pdf

                  About Fynders, Inc.

Fynders, Inc., runs restaurant located in West Boylston,
Massachusetts operating under the name Finders Pub.  Finders is
located next door to its affiliated restaurant, Keepers, Inc.,
which does business as Keepers Pub.

On June 23, 2010, Fynders and Keepers filed jointly administered
petitions under Chapter 11 of the Bankruptcy Code, In re Fynders,
Inc., 10-43170 and In re Keepers, Inc., 10-43171.  The Court
confirmed the Debtors' Combined Plan of Reorganization and
Disclosure Statement on Dec. 21, 2010.  

Due to additional financial difficulties, Fynders, Inc., and
Keepers again sought Chapter 11 protection (Bankr. D. Mass. Case
No. 17-40400) on March 7, 2017.  The petitions were signed by
Kathleen McCormick, president.

At the time of filing, Fynders disclosed $139,750 in total assets
and $2.21 million in total liabilities.

The cases are assigned to Judge Christopher J. Panos.

David B. Madoff, Esq., at Madoff & Khoury LLP, is serving as
counsel to the Debtors.  Patrick J. Crowley of Hershman Fallatrom &
Crowley, Inc., is the Debtors' accountant.

An official creditors' committee has not been appointed in the
cases.


GENERAL CABLE: S&P Places 'B' CCR on Watch Pos. on Prysmian Deals
-----------------------------------------------------------------
S&P Global Ratings placed its 'B' corporate credit rating on
General Cable Corp. on CreditWatch with positive implications.

S&P said, "At the same time, we placed our 'B' issue-level rating
on General Cable's 5.75% senior unsecured notes and our 'CCC+'
issue-level rating on the company's 2029 subordinated notes on
CreditWatch with positive implications.

"The CreditWatch placement follows the announcement that the
Prysmian Group plans to acquire General Cable and our careful
consideration of the information available to us.

"If the acquisition is completed as proposed, General Cable will
survive as a legal entity, controlled 100% by the Prysmian Group,
which we believe has a better credit profile. General Cable's
existing debt also will be repaid in full upon the close of the
transaction. As such, we could raise the ratings on General Cable,
depending on the company's strategic importance within the Prysmian
Group."

Prysmian expects to close the transaction by the third quarter of
2018. The transaction, which has been approved by each company's
board of directors, is subject to General Cable's shareholders'
approval, regulatory approvals, and other customary conditions.

The transaction, which values General Cable at approximately $3
billion, will be financed through a mix of new debt, for which
Prysmian has received lender commitment; cash on hand; and existing
credit lines. The company says it has pro forma net leverage for
the combined group of 2.9x on a last 12 months Sept. 30, 2017
basis, compared to the 0.8x net leverage of the Prysmian
stand-alone at 2016 year-end.

S&P said, "We will resolve the CreditWatch as key transaction
milestones are achieved, including the approval of General Cable's
shareholders and regulatory approvals. Once the transaction is
closed, and we assess the company's status within the combined
group, we could raise our ratings on General Cable. We will likely
affirm our rating on General Cable at 'B' if the transaction does
not proceed."


GENON ENERGY: US Trustee Objects to Debtors' Global Settlement
--------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
GenOn Energy case filed with the U.S. Bankruptcy Court an objection
to the Company's global settlement. The Trustee asserts, "The
United States Trustee appreciates the desire of the GAG Noteholders
to be compensated for any delay and does not object to the increase
in payout to the GAG Noteholders under the plan of reorganization
in this case related to any delay. The proposed order, however,
provides that the GAG Noteholders will receive an administrative
expense claim in the amount of their proposed plan treatment,
irrespective of whether the Plan is confirmed. Thus, if the
proposed order were entered before confirmation of a plan, this
compromise would elevate one group of unsecured creditors (the GAG
Noteholders) to administrative status while leaving other unsecured
creditors (the general unsecured creditors) in their current
status. The Debtors might pay one group of unsecured creditors
before confirmation, while another group of unsecured creditors
remains unpaid. If the case were never confirmed and converted to
chapter 7, the GAG Noteholders would be in a better position than
the general unsecured creditors. The Debtors have not cited any
authority for converting a class of unsecured creditors to
administrative status prior to confirmation."

                        About GenOn Energy

GenOn Energy, Inc., is a wholesale power generation corporation
with 15,394 megawatts in generating capacity, operating operate 32
power plants in eight states. GenOn is subsidiary of NRG Energy
Inc., which is a competitive power company that produces, sells and
delivers energy and energy services, primarily in major competitive
power markets in the U.S.

GenOn is the product of two mergers since 2010.  First, on Dec. 3,
2010, two wholesale power generation companies -- RRI Energy, a
company formerly known as Reliant Energy, and Mirant Corporation --
completed an all-stock, tax-free merger with Mirant becoming RRI's
wholly-owned subsidiary.  Following the merger, RRI took its
current name: GenOn.

NRG, through a wholly-owned subsidiary, and GenOn completed a
stock-for-stock merger in a $6 billion deal, with GenOn continuing
as the surviving company on December 14, 2012.  NRG, as
consideration for acquiring GenOn's entire equity, issued 0.1216
shares of NRG common stock for each outstanding share of GenOn.  In
structuring the merger, NRG "ring-fenced" GenOn's debt, leaving
GenOn's creditors without recourse against NRG's assets in the
event of GenOn's default.

As of March 31, 2017, GenOn Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.

GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex.
Lead Case No. 17-33695) on June 14, 2017, to implement a
restructuring plan negotiated with stakeholders prepetition.  The
Debtors' cases have been assigned to Judge David R. Jones.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  Zack A.
Clement, PLLC, is the local counsel.  Rothschild Inc. is the
financial advisor and investment banker.  McKinsey Recovery &
Transformation Services U.S. is the restructuring advisor.  Epiq
Systems, Inc., is the claims and noticing agent.

Credit Suisse Securities (USA) LLC serves as GenOn Energy's
financial advisor and investment banker.

Special Counsel to the GAG Steering Committee is Quinn Emanuel
Urquhart & Sullivan, LLP.  The Steering Committee of GAG
Noteholders is comprised of Benefit Street Partners LLC, Brigade
Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus
Alternative Asset Management LP, each on behalf of itself or
certain affiliates, and/or accounts managed and/or advised by it or
its affiliates.

Counsel to the GenOn Steering Committee and the GAG Steering
Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq.,
and Marc B. Roitman, Esq., at Ropes & Gray LLP.

Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian
E. Roberts, Esq., at Baker Botts L.L.P.


GILES REPLOGLE: Fox Harwood Buying Personal Property for $900K
--------------------------------------------------------------
Giles Nathan Replogle and Betty Carroll Replogle ask the U.S.
Bankruptcy Court for the Western District of Tennessee to authorize
the (i) lease of the real estate of affiliated Debtors Replogle
Hardwood Flooring Co., LLC and Replogle Enterprises G.P. to Fox
Hardwood Co., LLC or its assignee; (ii) sale of their personal
property, along with all the personal property owned by Replogle
Hardwood and Replogle Enterprises, except that the real estate
comprising the purchased assets, to Fox or its assignee, for
$900,000.

The Amended Letter of Intent, among other things, proposes a lease
of the Real Property that comprised the Purchased Assets.  The
Amended LOI replaces and supersedes the LOI attached to the Motion.


The Debtors propose to lease the Real Property instead of selling
it to the Buyer at this time.  The parties anticipate entering into
a sale transaction after the completion of an environmental
assessment, the unknown results of which require a lease instead of
a purchase at the time.  Upon entry of an order approving the sale
of the Motion, the Debtors and the Buyer intend to execute the
lease agreement.  The Amended LOI identifies the extent of the Real
Property that is subject to a lease and potential acquisition.

Subject to the contingencies, Fox would proceed as follows:

     A. With regard to the personal property, Personal Property
NEWCO would proceed as follows:

          a. Acquire the following personal property:

               i. All personal property of Replogle Enterprises:
This would include all personal property located at the real
property leased or acquired by Real Property NEWCO even if such
personal property is not listed on the asset list.

               ii. All personal property of Replogle Hardwood
Flooring.  This would include all personal property located at the
real property leased or acquired by Real Property NEWCO even if
such personal property is not listed on the asset list.

               iii. All personal property of Nathan and Betty
Replogle, except for the property listed under "personal assets"
(in other words, Fox would purchase all the personal property used
in the operations of the business).

          b. Personal Property NEWCO would pay $500,000 for the
"new" saw mill line (the line that is operational) and $400,000 for
the balance of the personal property, for a total consideration of
$900,000.

          c. The acquisition of personal property would occur
immediately (i.e. concurrently with the commencement of the lease
of real property but prior to any sale of real property).

     B. With regard to the real estate, in order to allow for an
environmental assessment, Real Property NEWCO would first lease the
real estate during the period of the assessment, followed by a
potential purchase dependent on the results of the assessment:

          a. Real Property NEWCO would first lease, and then
potentially acquire, the following real estate:

               i. Hardwood Showroom, disclosed on p. 15 of 57 of
Replogle Hardwood Flooring Company, LLC petition.

               ii. The property highlighted on Exhibit A, from
pages 17-21 of the Nathan and Betty Replogle bankruptcy petition.

               iii. Any other real estate used in the operations of
the business.

          b. The rent under the lease would be $2,000/month.

          c. The purchase price for the real estate would be
$400,000 less the cost of the environmental assessment(s) and any
remediation.

The purchase of personal property, and the potential purchase of
real property, would be on a free-and-clear basis and subject to
other customary protections for a purchaser at a Section 363 sale.

A copy of the Amended LOI and list of Real Property to be leased
attached to the Motion is available for free at:

      http://bankrupt.com/misc/Giles_Replogle_47_Sales.pdf

Giles Nathan Replogle and Betty Carroll Replogle sought Chapter 11
protection (Bankr. W.D. Tenn. Case No. 17-12183) on Oct. 2, 2017.
The Debtors tapped Griffin S. Dunham, Esq., at Frost Brown Rodd,
LLC, as counsel.


GLOBAL BROKERAGE: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Debtor: Global Brokerage, Inc.
        55 Water Street
        New York, NY 10041

Business Description: New York-based Global Brokerage is a
                      holding company with an indirect effective
                      ownership of FXCM Group, LLC through its
                      equity interest in Global Brokerage
                      Holdings, LLC.  Through FXCM Group, LLC the
                      company provides an online foreign exchange
                      trading and related services to over 178,000
                      active retail accounts globally as of
                      Dec. 31, 2016.  The company offers its
                      customers access to over-the-counter FX
                      markets and has developed a proprietary
                      technology platform that it believes
                      provides its customers with an efficient and
                      cost-effective way to trade FX.  The company

                      also offers its non-U.S. customers the
                      ability to trade contracts-for-difference.
                      
                      https://www.fxcm.com

Chapter 11 Petition Date: December 11, 2017

Case No.: 17-13532

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

Judge: Hon. Michael E. Wiles

Debtor's Counsel:      Arthur J. Steinberg, Esq.
                       Michael R. Handler, Esq.
                       KING & SPALDING LLP
                       1185 Avenue of the Americas
                       New York, NY   10036
                       Tel: 212.556.2100
                       Fax: 212.556.2222
                       E-mail: asteinberg@kslaw.com
                               mhandler@kslaw.com

                          - and -

                       Sarah R. Borders, Esq.
                       Thaddeus D. Wilson, Esq.
                       Elizabeth T. Dechant, Esq.
                       KING & SPALDING LLP
                       1180 Peachtree Street N.E.
                       Atlanta, GA   30309
                       Tel: 404.572.4600
                       Fax: 404.572.5100
                       E-mail: sborders@kslaw.com
                               thadwilson@kslaw.com
                               edechant@kslaw.com

Debtor's
Financial
Advisors &
Investment
Bankers:               PERELLA WEINBERG PARTNERS

Debtor's
Solicitation,
Notice &
Claims Agent:          PRIME CLERK LLC
                       Web site: https://is.gd/g4T3Yx

Total Assets: $78.78 million as of Oct. 31, 2017

Total Debts: $172.55 million as of Oct. 31, 2017

The petition was signed by Kenneth Grossman, chief executive
officer.

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

            http://bankrupt.com/misc/nysb17-13532.pdf

List of Debtor's Five Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
The Bank of New York Mellon,            Debt         $172,500,000
as Indenture Trustee                                 plus accrued
101 Barclay Street, Floor 7W                         and unpaid
New York, NY 10286                                   interest as
Attn: Corporate Trust                                of the
Administration                                       Petition Date

Ernst & Young                        Trade Debt            $30,000

Morris, Nichols, Arsht &             Trade Debt             $7,834
Tunnel LLP

D.F. King & Co., Inc.                Trade Debt             $2,254

S2 Filing, LLC                       Trade Debt               $395


GREATER HARVEST: Sale of Two Reno Parcels for $449K Approved
------------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized Greater Harvest Church of God In
Christ's sale of real property located at 1202 (APN 008-490-20) and
1225 (APN 008-490-21) Hillboro Avenue, Reno, Nevada to the Housing
Authority of the City of Reno for the sum of $449,000.

A hearing on the Motion was held on Dec. 5, 2017 at 1:30 p.m.

The sale will result in payment of all commissions, fees, escrow
and title charges as customary in Washoe County, Nevada, per the
agreement contained in the Escrow Instructions and the Preliminary
Title Report.

The Attorney's fees to Thomas E. Crowe Professional Law Corp., in
the amount of $2,000, will be paid from funds from the sale of the
property.

The proceeds to the Seller will be turned over to the attorney for
the Debtor in trust to be used to complete payment of all claims,
including administrative, secured and unsecured debt.  The balance
of proceeds, over and above payment of all claims, will be turned
over to the Debtor.

This recording information pertains to the Property:

     i. A Deed of Trust to secure an original indebtedness of
$150,000, and any other amounts or obligations secured thereby,
recorded Sept. 09, 2010 as Instrument No. 3920173.
     
    ii. Dated: April 20, 2010

   iii. Trustor: Greater Harvest Church of God in Christ

    iv. Trustee: Property Guarantee Company, Inc., a California
corporation

     v. Beneficiary: Fidelity Coastal Funding Company, Inc., a
California Corporation

     vi. The beneficial interest under the Deed of Trust was
assigned to Charles H. Hershson and Hella A. Hershson, Trustees of
the Charles H. Hershson and Hella A. Hershson Trust of June 5, 1998
by Assignment recorded Sept. 09, 2010 as Instrument No. 3920175 of
Official Records.
     
     vii. (Fidelity Mortgage Lenders, Inc. is the servicer for
Charles H. Hershson and Hella A. Hershson, Trustees of the Charles
H. Hershson and Hella A. Hershson Trust of June 5, 1998)

    viii. A Deed of Trust to secure an original indebtedness of
$25,000, and any other amounts or obligations secured thereby,
recorded Feb. 13, 2006 as Instrument No. 3347828.

      ix. Dated: Feb. 1, 2006

       x. Trustor: Greater Harvest COGIC, a Nevada non-profit
corporation

      xi. Trustee: Mc Keehan Escrow Co., a California corporation

     xii. Beneficiary: Bernard M. Greenberg, Trustee of the
Greenberg Family Trust dated 12-14-00.

The Court will waive the 14-day appeals process if there is no
objection to the sale.

                  About Greater Harvest Church
                         Of God In Christ

Greater Harvest Church Of God In Christ sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
17-50825) on July 7, 2017.  William John Wynn, president, signed
the petition.  At the time of the filing, the Debtor estimated
assets of less than $1 million and liabilities of less than
$500,000.  Judge Bruce T. Beesley presides over the case.  Thomas
E. Crowe Professional Law Corporation, in Las Vegas, is the
Debtor's counsel.


HALT MEDICAL: Wants Plan Exclusivity Extended to Feb. 6
-------------------------------------------------------
Halt Medical, Inc. (now known as HMI Liquidating Inc.) requests the
U.S. Bankruptcy Court for the District of Delaware to extend the
period within which it has the exclusive right to file a chapter 11
plan by 60 days through February 6, 2018, and to solicit
acceptances for the plan through April 9, 2018.

By order entered on June 8, 2017, the Court approved the sale of
substantially all of the Debtor's assets. The sale closed on June
23.  With the sale process completed, the Debtor has been
conducting wind-down activities with a view to concluding its
Chapter 11 Case promptly.

Although most of the Debtor's contingencies are behind it, certain
additional matters still need to be addressed with the Debtor’s
stakeholders.  However, pursuant to a prior order entered by the
Court, the Plan Period for the Debtor was set to expire December 8,
2017, and the Solicitation Period is set to expire February 6,
2018.

The Debtor claims that it is still in the process of preparing a
chapter 11 plan to wind down its bankruptcy case. The Debtor
submits that the requested extensions will foster an efficient plan
process, allowing the Debtor to complete its plan and negotiate
with key stakeholders without upsetting the balance intended by the
plan exclusivity accorded to a debtor under the Bankruptcy Code.

                 About Halt Medical Inc.

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

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

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

                            *     *     *

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

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

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


HEALTH DIAGNOSTIC: Panel Wants Permanent Liquidating Trustee
------------------------------------------------------------
The HDL Liquidating Trust Oversight Committee and Richard
Arrowsmith, in his capacity as Liquidating Trustee of the HDL
Liquidating Trust, ask the U.S. Bankruptcy Court to appoint a
permanent liquidating trustee in the Chapter 11 case of Health
Diagnostic Laboratory, Inc., and its affiliates, and to extend
claims objection deadline in support of the motion.

The Debtor tells the Court that the appointment of Mr. Arrowsmith
as permanent liquidating trustee is the most practicable and
economically prudent choice due to his intimate involvement in the
Chapter 11 cases.  It would take time and significant estate
resources to bring a new candidate current on all matters necessary
to administer the estate properly.  Accordingly, the appointment of
Richard Arrowsmith as permanent liquidating trustee is the most
appropriate course of action.

Additionally, cause exists to extend the claims objection deadline
of Jan. 2, 2018, to July 1, 2018.  The Debtor says that it is
imperative for the Liquidating Trustee to have adequate time to
review, reconcile and resolve the hundreds of claims that have been
filed against the Debtor.  The holders of the claims will not be
prejudiced by such an extension, and in fact will benefit from the
additional time afforded to the Liquidating Trustee to evaluate all
claims adequately.

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

         http://bankrupt.com/misc/vaeb15-32919-3581.pdf

                   About Health Diagnostic

Health Diagnostic Laboratory, Inc., Central Medical Laboratory,
LLC, and Integrated Health Leaders, LLC, are health care businesses
based in Richmond, Virginia.  HDL is a blood testing company.

Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No.
15-32919) and affiliates Central Medical Laboratory, LLC (Bankr.
E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC
(Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11
bankruptcy petitions on June 7, 2015.  The petitions were signed by
Martin McGahan, chief restructuring officer.  

HDL disclosed $96,130,468 in assets and $108,328,110 in liabilities
as of the Chapter 11 filing.

Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour,
Esq., and Henry P. (Toby) Long, III, Esq., at Hunton & Williams LLP
serve as the Debtors' bankruptcy counsel.  

Alvarez & Marsal is the Debtors' financial advisor.  Robert S.
Westermann, Esq., at Hirshler Fleisher, P.C., serve as the Debtors'
conflicts counsel.  American Legal Claims Services, LLC, is the
Debtors' claims, noticing and balloting agent.  Ettin Group, LLC,
will market and sell the miscellaneous equipment and other assets.

MTS Health Partners, L.P., serves as investment banker.

To assist them with their restructuring efforts and to help
maximize the value of their estates, the Debtors filed with the
Court an application seeking entry of an order authorizing the
Debtors to retain Alvarez & Marsal Healthcare Industry Group, LLC,
("A&M") to provide the Debtors with a Chief Restructuring Officer
and certain additional personnel.  Richard Arrowsmith is presently
the CRO.

On June 16, 2015, the Office of the United States Trustee for the
Eastern District of Virginia appointed the Committee, consisting of
the following seven members: (i) Oncimmune (USA) LLC; (ii) Aetna,
Inc.; (iii) Pietragallo Gordon Alfano Bosick & Raspanti, LLP; (iv)
Mercodia, Inc.; (v) Numares GROUP Corporation; (vi) Kansas
Bioscience Authority; and (vii) Diadexus, Inc.  On Sept. 23, 2015,
Oncimmune (USA) LLC resigned from the Committee and, on Nov. 3,
2015, the U.S. Trustee appointed Cleveland Heart Lab, Inc. to the
Committee.

The Creditors Committee retained Cooley LLP as its counsel and
Protiviti Inc. as its financial advisor.

                          *     *     *

On Nov. 5, 2015, the Court entered an order setting Dec. 22, 2015,
as the Bar Date for the filing of all proofs of claim.

The Debtors have sold substantially all of their operating assets
pursuant to two separate sales approved by the Court.

On Jan. 4, 2016, the Debtors filed a proposed Plan of Liquidation
and Disclosure Statement.

The Troubled Company Reporter on May 20, 2016, reported that Judge
Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern
District of Virginia, Richmond Division, overruled the objections
to Health Diagnostic Laboratory, Inc., et al.'s Modified Second
Amended Plan of Liquidation and approved the Liquidating Plan and
approved the Plan.


HERALD MEDIA: Wants Up To $500,000 DIP Financing From Gatehouse
---------------------------------------------------------------
Herald Media Holdings, Inc., and its affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
obtain a super-priority post-petition financing consisting of a
term loan in a principal amount of up to $500,000 from Gatehouse
Media Massachusetts I, Inc.

In the ordinary course of business, the Debtors require cash on
hand and cash flow from their operations to fund their liquidity
needs and operate their businesses.  In addition, the Debtors
require access to sufficient liquidity to fund these Chapter 11
cases while working towards a successful sale transaction.
Post-petition financing is necessary in order for the Debtors to
have access to sufficient liquidity to maintain ongoing day-to-day
operations, ensure proper servicing of customers post-petition, and
fund working capital needs.  Absent post-petition financing, the
Debtors might be forced to wind-down their operations due to a lack
of funds.

The Debtors to grant to the DIP Lender assurances for the full and
timely payment of the Debtors' obligations under the DIP Facility
by granting to the DIP Lender (i) pursuant to Section 364(c)(1) of
the U.S. Bankruptcy Code, a superpriority administrative expense
claim having priority over any and all expenses and claims
specified in any other section of the Bankruptcy Code, including,
without limitation, Sections 503(b) and 507(b) of the Bankruptcy
Code, and (ii) pursuant to Section 364(c)(2), (3) and (d) of the
Bankruptcy Code, liens on, and security interests in, any and all
of the collateral, subject only to the permitted liens.

On Dec. 7, 2017, the Debtors entered into an asset purchase
agreement with the Lender.  The Stalking Horse APA evidences a
value-maximizing bid with an all-in value of not less than $5
million including a cash component of $4.50 million, plus
assumption of certain liabilities including not less than $500,000
of employee paid time off and the payment of defined cure amounts
by the Stalking Horse Bidder, for substantially all of the assets
of the Debtors, subject to competitive bids.  The Stalking Horse
APA recites that the Lender has agreed to provide the Debtors with
a DIP Loan up to a maximum principal amount of $500,000, subject to
final approval of the Court prior to the Debtors drawing any
amounts thereon.

Certain customary and other conditions precedent to extensions of
credit, including, among other things: (a) execution of loan
documents in form and substance in all respects acceptable to DIP
Lender; (b) entry of the final DIP court order, (c) entry of the
Final Sale Procedures Order; (d) payment of certain fees required
by the DIP Credit Agreement, (e) DIP Lender's receipt and approval
of an approved budget in form and substance acceptable to the DIP
Lender in its sole and absolute discretion; (f) each Draw Term Loan
will be limited to, and not be inconsistent with, the Approved
Budget; and (g) no Default or Event of Default, as defined in the
DIP Documentation, will have occurred or be existing.  Closing to
occur upon satisfaction of the Closing Conditions.

The DIP Loans and all other DIP Obligations will be repaid in full
in cash on the earliest to occur of: (i) delivery of a Default
Notice of the occurrence of an Event of Default; (ii) conversion of
any of the cases to a Chapter 7 case; (iii) the consummation of a
sale of all or substantially all of the Debtors' assets pursuant to
Section 363 of the Bankruptcy Code; (iv) the effective date of a
plan of reorganization or liquidation in the cases; (v) the date of
filing or support by the borrowers of a plan of reorganization that
does not provide for the indefeasible payment in full in cash of
all DIP Loans and all other DIP Obligations, or (vi) June 30, 2018.


The outstanding DIP Obligations will bear interest at a rate equal
to 6% per annum, payable at the Maturity Date.  The default
interest rate is an additional fixed rate of interest equal to 4%
per annum.

In connection with the DIP Facility, the DIP Lender will be
entitled to receive a commitment fee of $25,000 in the aggregate.
The Commitment Fee will be earned in full on the DIP Closing Date,
and will be payable in cash to the DIP Lender on the Maturity
Date.

To the extent the DIP Facility Liens do not satisfy the DIP
Obligations, the DIP Lender will be granted allowed superpriority
administrative claims pursuant to Bankruptcy Code Section
364(c)(1), which claims will have priority in right of payment over
any and all other obligations, liabilities and indebtedness of the
Debtors, now in existence or hereafter incurred by the Debtors and
over any and all administrative expenses or priority claims of the
kind specified in, or ordered pursuant to, inter alia, Sections
105, 326, 328, 330, 331, 503(b), 507(a), 507(b), and/or 364(c)(1)
of the Bankruptcy Code, whether or not the expenses or claims may
become secured by a judgment lien or other non-consensual lien,
levy or attachment, which allowed claims will be payable from and
have recourse to all pre- and post-petition property of the Debtors
and all proceeds thereof, provided, however, that the
Super-Priority Claims will exclude proceeds of avoidance actions
under Chapter 5 of the Bankruptcy Code which will not be made
available to pay the Super-Priority Claims.

As security for the DIP Obligations, the DIP Lender will be granted
the DIP Facility Liens in the following DIP Collateral:   

     -- pursuant to Bankruptcy Code § 364(c)(2), valid,
perfected,
        enforceable and non-avoidable first priority liens on and
        security interests, in all now owned or hereafter acquired
        assets and property of the Debtors, excluding, Avoidance
        Actions and proceeds of Avoidance Actions upon entry of
        the Final DIP Order; and

     -- pursuant to Bankruptcy Code Section 364(c)(3), valid,
        perfected, enforceable and non- avoidable second priority
        or other junior liens on and security interests in all now

        owned or hereafter acquired assets and property of the
        Debtors that are subject to specified permitted liens, to
        be set forth on a Schedule to the DIP Credit Agreement or
        to valid liens in existence on the Petition Date that are
        perfected subsequent to such commencement as permitted by
        Bankruptcy Code Section 546(b).

The DIP Collateral will also include any and all rents, issues,
products, offspring, proceeds and profits generated by any item of
DIP Collateral, without the necessity of any further action of any
kind or nature by the DIP Lender in order to claim or perfect such
rents, issues, products, offspring, proceeds and profits.

The DIP Documentation will require the Debtors to comply with the
following restructuring milestones:

    (i) within three Business Days of the Petition Date, file
        the motion to conduct the sale of all or substantially
        all of the Debtors' assets and to approve bidding
        procedures for the sale of all or substantially all of the

        Debtors' assets;

   (ii) obtain court approval of (x) the Bid Procedures within 30
        days of the Petition Date, and (y) the Final DIP Order
        within 45 days of the Petition Date;

  (iii) obtain court approval of the Sale Motion no later than 60
        days after entry of approval of the Bid Procedures; and

   (iv) close the sale of the Collateral and indefeasibly and
        finally pay the DIP Facility Obligations in full, in cash,

        at the closing of the Sale, no later than June 30, 2018.

The Debtors engaged Dirks, Van Essen & Murray to market
substantially all of the Debtors' assets for sale.

The Stalking Horse APA preserves the Debtors' business as a going
concern and provides that many of the Debtors' employees will have
the ability to keep their jobs.  The Stalking Horse APA is not
conditioned on financing or the completion of due diligence.  It is
conditioned on approval by the Court of the bidding, auction, and
sale procedures, including post-petition marketing and competitive
bidding, in consultation with the United States Trustee and any
official committee appointed in these Chapter 11 Cases.

The Debtors have no long-term funded debt.  The only asset of the
Debtors subject to any security interest is a deposit at Citizens
Bank.  The Debtors were required to deposit the funds as collateral
for a letter of credit from Citizens Bank.  National Union Fire
Insurance Company of Pittsburgh, PA, et al., required the posting
of the letter of credit in the amount of approximately $159,000 in
2006 in connection with self-insurance losses.  The debt balance in
the account remains approximately $159,000.  Under the final court
order, the Lender would not obtain a priming lien senior to Citizen
Bank's interest in the deposit account.

A copy of the Debtors' Motion is available at:

           http://bankrupt.com/misc/deb17-12881-15.pdf

                      About Boston Herald

Headquartered in Boston, Massachusetts, Boston Herald, Inc., Herald
Interactive Inc., Herald Media, Inc. and Herald Media Holdings,
Inc., collectively operate privately owned information and
entertainment businesses consisting of the flagship newspaper, The
Boston Herald, as well as a related website, internet radio
station, and mobile applications.

Herald Media Holdings, Inc., and three affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-12881) on
Dec. 8, 2017.

Herald Media reported total assets of $6.02 million and total
liabilities of $31 million as of the bankruptcy filing.

The Hon. Laurie Selber Silverstein is the case judge.

Morris, Nichols, Arsht & Tunnell LLP, is serving as lead counsel to
the Debtors.  Epiq Bankruptcy Solutions, LLC, is the claims and
noticing agent.


HUDSON'S BAY CO: S&P Alters Outlook to Neg on Increased Challenges
------------------------------------------------------------------
S&P Global Ratings said it revised its outlook on Hudson's Bay Co.
(HBC) to negative from stable. At the same time, S&P Global Ratings
affirmed its 'B' long-term corporate credit rating on the company.


In addition, S&P Global Ratings affirmed its 'BB-' issue-level
rating, with a '1' recovery rating, on HBC's term loan B. A '1'
recovery rating indicates S&P's expectation of very high (90%-100%:
rounded estimate 95%) recovery in default.

S&P said, "Our negative outlook on HBC reflects the company's
declining EBITDA, negative free cash flow, and weaker
EBITDA-to-interest coverage, indicating the secular decline
department store operators are facing. Despite all the transactions
the company has recently engaged in to shore up its liquidity,
industry headwinds continue to buffet HBC's retail operations.
Changing shopping habits, including lower consumer spending on
apparel, declining mall traffic, and the shift to online and
off-price retailers that offer convenience and value, will continue
to weigh on performance. Top-line revenues and EBITDA margins have
continued to decline, pressuring EBITDA-to-interest coverage at
about 1.8x and leading to a significant free cash flow deficit.
These measures could show some improvement in 2018 due to cost
savings and improved working capital management but the risk
remains that any benefits might not be sufficient to offset any
material revenue decline.

"The negative outlook reflects our view that in spite of shoring up
liquidity, HBC will continue to face secular pressure from online
retailers that will stress cash flow. In our view, there is
increased risk that the company's EBITDA-to-interest will weaken
below 1.5x over the next 12 months if industry weakness continues
to pressure revenues and EBITDA.

"We could lower the ratings if EBITDA-to-interest coverage weakens
below 1.5x, which we believe could translate into higher free cash
burn, notwithstanding the company's good flexibility on capital
expenditures. In such a scenario, we would expect flat-to-negative
comparable-store sales or declining EBITDA. We could also lower the
ratings if HBC's strong asset coverage weakens--this could occur if
the company monetizes real estate but continues with its cash burn
with no reduction in reported debt leverage.

"We could revise the outlook to stable in the next year, if HBC's
comparable-store sales and EBITDA margins improve such that the
company increases and sustains adjusted EBITDA-to-interest coverage
to about 2x. To consider a stable outlook, we would also need to
assess HBC's success in reducing costs and enhancing omni-channel
capabilities through 2018."


INSTITUTE OF CARDIOVASCULAR: Plan Filing Period Moved to Feb. 12
----------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida extended the exclusive period in which
Institute of Cardiovascular Excellence, PLLC and its affiliates may
file a plan and disclosure statement, and solicit acceptances of
its plan, through February 12 and April 16, 2018, respectively.

The Troubled Company Reporter has previously reported that the
Debtors sought for 90-day extension of their exclusivity periods.
The Debtors said although the sale process of their assets has been
completed, they were still continuing to examine claims and
possible objections, and the dispositions will have material
impacts on the plan.

In addition, the Debtors claimed that they are attempting to
collect all receivables for the estate. Once the funds retrieved
are more certain, and the administrative costs are ascertained. The
Debtors assured the Court that they will be in a better position to
determine whether significant distributions to unsecured creditors
will be made.

        About Institute of Cardiovascular Excellence, PLLC

Institute of Cardiovascular Excellence, PLLC, based in Ocala,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
16-01491) on April 20, 2016.  The petition was signed by Asad
Qamar, manager.  Judge Jerry A. Funk presides over the case.  The
Debtor estimated $0 to $50,000 in assets and $10 million to $50
million in liabilities at the time of the filing.

The Debtor is represented by Aaron A Wernick, Esq., at Furr &
Cohen, PA.  The Debtor employed Jameson Vicars of Jameson Vicars &
Co., CPAS, as accountant; Tracy Mabry Law, PA., as special counsel;
and Ackerman, LLP, as special transactional counsel.

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


JAMES BUSCHENA: Sale of Murray County Property for $808K Approved
-----------------------------------------------------------------
Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the
District of Minnesota authorized James Roland and Wendy Louise
Buschena to sell their fee title interest in real property in
Murray County, Minnesota, to Bank of the West for $807,500, to be
credited against its claims against the Debtors.

The sale is free and clear of the liens, claims and encumbrances of
Bank of the West.  The sale is not free and clear of any other
interests in the Property including, without limitation, James
Thovson's leasehold interest in the Property, and any real estate
tax liens.

Bank of the West may pay for the Property by crediting the amount
of the purchase price against Bank of the West's claims against the
Debtors pursuant to 11 U.S.C. Section 363(k).

James Roland Buschena and Wendy Louise Buschena sought Chapter 11
protection (Bankr. D. Minn. Case No. 16-32428) on Aug. 2, 2016.
The Debtors tapped David C. McLaughlin, Esq., at Gluegel Anderson
McLaughlin & Brutlag, as counsel.


JARUB TRANS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor affiliates that filed petitions under Chapter 11 of the
Bankruptcy Code:

       Debtor                                        Case No.
       ------                                        --------
       Jarub Trans Corp                              17-46639
       1281 Carroll Street
       Brooklyn, NY 11213

       Somyash Taxi Corp                             17-46640
       1281 Carroll Street
       Brooklyn, NY 11213

       NY Tint Taxi Corp                             17-46641
       1281 Carroll Street
       Brooklyn, NY 11213

       NY Stance Taxi Corp                           17-46642
       1281 Carroll Street
       Brooklyn, NY 11213

       NY Canteen Taxi Corp                          17-46644
       1281 Carroll Street
       Brooklyn, NY 11213

       NY Energy Taxi Corp                           17-46645
       1281 Carroll Street
       Brooklyn, NY 11213

       Jackhel Cab Corp                              17-46646
       1281 Carroll Street
       Brooklyn, NY 11213

       Lechaim Cab Corp                              17-46647
       1281 Carroll Street
       Brooklyn, NY 11213

Business Description: The Debtors are privately owned companies
                      based in Brooklyn, New York, in the taxi and
                      limousine services industry.

Chapter 11 Petition Date: December 11, 2017

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

Judge: Hon. Nancy Hershey Lord

Debtors' Counsel: Bruce Weiner, Esq.
                  ROSENBERG, MUSSO & WEINER, LLP
                  26 Court Street, Suite 2211
                  Brooklyn, NY 11242
                  Tel: (718) 855-6840
                  Fax: 718-625-1966
                  E-mail: courts@nybankruptcy.net

                                          Estimated   Estimated
                                           Assets    Liabilities
                                         ----------  -----------
Jarub Trans Corp                          $0-$50K      $0-$50K
Somyash Taxi Corp                         $0-$50K      $0-$50K
NY Tint Taxi Corp                         $0-$50K      $0-$50K
NY Stance Taxi Corp                       $0-$50K      $0-$50K
NY Canteen Taxi Corp                      $0-$50K      $0-$50K
NY Energy Taxi Corp                       $0-$50K      $0-$50K
Jackhel Cab Corp                          $0-$50K      $0-$50K
Lechaim Cab Corp                          $0-$50K      $0-$50K

The petitions were signed by Esma Elberg, president and 100%
owner.

The Debtors each did not file a list of 20 largest unsecured
creditors together with the petition.

Full-text copies of the petitions are available for free at:

           http://bankrupt.com/misc/nyeb17-46639.pdf
           http://bankrupt.com/misc/nyeb17-46640.pdf
           http://bankrupt.com/misc/nyeb17-46641.pdf
           http://bankrupt.com/misc/nyeb17-46642.pdf
           http://bankrupt.com/misc/nyeb17-46644.pdf
           http://bankrupt.com/misc/nyeb17-46645.pdf
           http://bankrupt.com/misc/nyeb17-46646.pdf
           http://bankrupt.com/misc/nyeb17-46647.pdf


JOHN JOHNSON III: Trustee's Sale of 2011 Ferrari California Okayed
------------------------------------------------------------------
Judge John E. Hoffman, Jr. of the U.S. Bankruptcy Court for the
Southern District of Ohio authorized Myron N. Terlecky, Trustee of
the Johnson Creditor Trust, to sell the 2011 Ferrari California,
VIN ZFF65LHA5B0180185, to Robb Mitchell for $91,000.

The sale proceeds will be escrowed for the benefit of the Creditor
Trust with all claims, liens, and encumbrances, to be transferred
to the sale proceeds, with the same validity and priority that such
claims, liens, and encumbrances, had prior to closing, pending a
final determination for the allowance of claims.

The Clerk of Courts of the appropriate Ohio County is authorized to
issue a Certificate of Title for the Vehicle to the Trustee so that
it may be transferred to Mitchell.

                     About John Johnson, III

John Joseph Louis Johnson, III, also known as Jack Johnson, a
Columbus Blue Jackets hockey player, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No.
14-57104) on Oct. 7, 2014.  The case is assigned to Judge John E.
Hoffman, Jr.

On Nov. 23, 2016, the Court confirmed the Debtor's Third Amended
Plan of Reorganization dated as of Aug. 29, 2016.  Pursuant to the
terms of the Confirmation Order, the Johnson Creditor Trust was
established and Myron N. Terlecky was appointed the Creditor
Trustee.


JONESBORO HOSPITALITY: Tax Agencies' Secured Claims Raised to $258K
-------------------------------------------------------------------
Jonesboro Hospitality, LLC, filed with the U.S. Bankruptcy Court
for the Eastern District of Texas a first amended disclosure
statement, dated Dec. 1, 2017, to accompany its proposed plan of
reorganization.

Class 2 consists of the Allowed Secured Claims of Ad Valorem Taxing
Authorities on the Debtor's real and personal property which
accrued on or prior to Jan. 1, 2017 in the estimated amount of
$258,461. The estimated amount provided in the previous version of
the plan is $62,560.66.

Class 2 will now be paid in full from the sale of the Commercial
Property in Jonesboro, Arkansas within 180 days of the Effective
Date of the Plan. The previous filing asserted that the Debtor will
pay Class 2 Claims in full over 60 months following the
Confirmation Date unless earlier paid from a sale of the property
securing such claims.

The Troubled Company Reporter previously reported that the Debtor
will fund the Plan through a sale of the Commercial Property
expected to occur in the next 180 days.

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

     http://bankrupt.com/misc/txeb17-40311-100.pdf

               About Jonesboro Hospitality

Jonesboro Hospitality, LLC, doing business as FairBridge Inn &
Suites, owns and operates a hotel located at 3006 S. Caraway Road,
Jonesboro, Arkansas.

Jonesboro Hospitality sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-40311) on Feb. 15,
2017.  The petition was signed by Payal Nanda, principal.  At the
time of the filing, the Debtor estimated its assets and liabilities
at $1 million to $10 million.

The case is assigned to Judge Brenda T. Rhoades.

The Debtor is represented by Joyce W. Lindauer, Esq., Sarah M. Cox,
Esq., Jamie N. Kirk, Esq., and Jeffery M. Veteto, Esq., at Joyce W.
Lindauer Attorney, PLLC.

No request has been made for the appointment of a trustee or
examiner and no official committee has yet been appointed.

Jonesboro Hospitality previously filed a prior Chapter 11 case
(Bankr. N.D. Tex. Case No. 13-34324) in Dallas in 2013.  It
confirmed a plan of reorganization in its prior case on May 30,
2014.


JOURNAL-CHRONICLE CO: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Journal-Chronicle Company as of
Dec. 7, according to a court docket.

                 About Journal-Chronicle Company

Journal-Chronicle Company, a Minnesota corporation --
http://www.j-cpress.com/services-- provides offset, digital and
wide-format printing services. The Company also offers mailing,
fulfillment and marketing support to its clients. J-C Press works
with UPS, FedEx, USPS and a variety of other carriers to make sure
customers get the products on time.  The company ships to all 50
states and across the globe.

Journal-Chronicle Company, doing business as J-C Press, filed a
Chapter 11 petition (Bankr. D. Minn. Case No. 17-33322) on Oct. 23,
2017.  The petition was signed by Patrick J. McDermott, president.
At the time of filing, the Debtor estimated assets and liabilities
at $1 million to $10 million.

The case is assigned to Judge William J Fisher.

The Debtor is represented by Thomas Flynn, Esq., at Larkin Hoffman
Daly & Lindgren Ltd.


KITTERY POINT: Taps Roach Hewitt as Special Counsel
---------------------------------------------------
Kittery Point Partners, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maine to retain Roach, Hewitt, Ruprecht,
Sanchez and Bischoff P.C. as its special counsel.

The firm will continue to represent the Debtor before the Maine
Supreme Court in connection with its appeal of an order issued by
the Maine Superior Court in favor of Bayview Loan Servicing, LLC
and M &T Mortgage Corp. in a case filed against the companies by
the Debtor (Case No. 11-0177).

Clifford Ruprecht, Esq., the attorney handling the case, charges an
hourly fee of $325.  The hourly rates for other attorneys and
paralegal assistants range from $100 to $200.  In addition, the
Debtor's principals have agreed to provide the firm with a retainer
of $5,000.

Mr. Ruprecht disclosed in a court filing that he does not hold or
represent any interest adverse to the Debtor's estate.

Roach Hewitt can be reached through:

     Clifford H. Ruprecht, Esq.
     Roach, Hewitt, Ruprecht, Sanchez and Bischoff P.C.
     66 Pearl Street
     Portland, ME 04101
     Phone: 207-747-4874
     Email: cruprecht@rhrsb.com

                   About Kittery Point Partners

Kittery Point Partners, LLC is a Delaware limited liability company
with its principal place of business in Maine.  It owns real estate
on Kittery Point, Maine.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Maine Case No. 17-20316) on June 22, 2017.  Tudor
Austin, manager, signed the petition.

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

Judge Michael A. Fagone presides over the case.  Marcus Clegg
represents the Debtor as bankruptcy counsel.  The Debtor hired
Martin Associates, P.A. as its financial advisor.


LD INTERMEDIATE: Moody's Lowers CFR to Caa1; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded LD Intermediate Holdings,
Inc.'s (dba "KrolLDiscovery") Corporate Family Rating (CFR) to Caa1
from B3 and its Probability of Default Rating to Caa1-PD from B3-P-
D. Moody's also downgraded the company's first- and second-lien
credit facilities, to B3 from B2, and to Caa3 from Caa2,
respectively. The ratings outlook is negative.

The downgrade to Caa1 and negative outlook reflect
weaker-than-expected operating performance following the
acquisition of Kroll Ontrack in December 2016, as well as Moody's
view that KrolLDiscovery's financial risk profile will remain
elevated over the next 12-18 months given the company's high debt
leverage and weak liquidity. The company's underperformance is
being driven by weak sales and profitability of the Kroll Ontrack
business, where pricing reductions on long-term subscription
renewals and a less robust sales pipeline contributed to revenue
declines and profitability erosion in the first half of 2017.
Moody's estimates that KrolLDiscovery's total debt-to-EBITDA
(Moody's adjusted and excluding unrealized synergies) was
approximately 8.4 times and (EBITDA-capex)-to-interest expense was
around 0.7 times as of June 30, 2017.

Moody's remains concerned with the company's ability to reverse
negative operating trends and improve cash flow generation given
current headwinds in the e-discovery market, which is characterized
by fewer large legal cases and increasing competitive pressures.
While the management team has identified new synergy opportunities
to offset lower revenues, Moody's expects the company will need to
rely on an undersized revolving credit facility for cash needs, and
its liquidity will remain weak over the next twelve months.

Moody's took the following rating actions on LD Intermediate
Holdings, Inc.:

-- Corporate Family Rating, downgraded to Caa1 from B3

-- Probability of Default Rating, downgraded to Caa1-PD from B3-
    PD

-- $30 million first lien senior secured revolving credit
    facility due December 2021, downgraded to B3 (LGD3) from B2
    (LGD3)

-- $340 million (approximately $336 million outstanding) first
    lien senior secured term loan due December 2022, downgraded to

    B3 (LGD3) from B2 (LGD3)

-- $125 million second lien senior secured term loan due December

    2023, downgraded to Caa3 (LGD5) from Caa2 (LGD5)

-- Outlook, changed to negative.

RATINGS RATIONALE

KrolLDiscovery's Caa1 CFR reflects the company's operating
challenges, weak credit metrics, recent management turnover, and
Moody's expectation that liquidity sources will remain limited over
the next twelve months. The rating is constrained by
KrolLDiscovery's relatively modest size, narrow product focus, as
well as its operating within a mature, highly fragmented, and labor
intensive market. While the e-discovery market exhibited strong
growth over the past several years, it remains intensely
competitive, marked by consolidation, declining prices, and
substantial ongoing capital expenditures necessary for eDiscovery
vendors to add functionality that can keep pace with the explosive
growth of digital information. Despite its modest size,
KrolLDiscovery is the e-discovery industry's number-two player
behind DTI, Inc., which is more than three times the size of
KrolLDiscovery. The ratings are supported by the company's good
competitive position, extended geographic footprint, product
diversity, and the potential to realize meaningful synergies.

KrolLDiscovery generates about a fifth of its revenues from outside
the U.S. and offers data recovery and destruction services. The
company's legal technology solutions support the full lifecycle of
the litigation process, from data collection and processing,
through hosting and review. KrolLDiscovery has long-standing
relationships with its key clients and enjoys high revenue
retention.

The negative outlook reflects uncertainty around management's
ability to generate sustained positive free cash flow and reduce
reliance on its revolving credit facility, which at present is
roughly 50% drawn. The outlook also reflects Moody's expectation
that growth demand for e-discovery services is likely to remain
tepid which will limit credit metrics and liquidity improvement
over the next 12 months.

KrolLDiscovery's rating could be downgraded if the company
experiences continued declining earnings, or if improvements in
profitability are delayed resulting in weaker liquidity or an
increase in debt to support operations.

While unlikely in the near term, the rating could be upgraded if
the company were able to maintain at least adequate liquidity and
demonstrate sustained growth in revenues and earnings. The ability
to sustain credit metrics such as debt-to-EBITDA (Moody's adjusted)
of less than 7.5 times and (EBITDA-capex)-to-interest expense
(Moody's adjusted) in excess of 1.0 time could support higher
ratings.

Maclean, VA-based KrolLDiscovery provides electronic-discovery
services to corporations, law firms, and government agencies, in
support of their litigation efforts. Moody's estimates the company
will generate 2017 revenues of approximately $280 million.
KrolLDiscovery is majority-owned by The Carlyle Group.

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


LEHMAN BROTHERS UK: Needs Additional Time to Review Claims
----------------------------------------------------------
Lehman Brothers U.K. Holdings (Delaware) Inc. and Lehman
Pass-Through Securities Inc. request the U.S. Bankruptcy Court for
the Southern District of New York for an extension of the periods
within which they have the exclusive right to file a Chapter 11 and
solicit acceptances for the Plan through and including March 29 and
May 28, 2018, respectively.

The Debtors asserts that the extension of the Exclusive Periods in
these chapter 11 cases is appropriate, in the best interest of the
Debtors' economic stakeholders, and  consistent with the intent and
purpose of chapter 11 of the Bankruptcy Code.

The Debtors submit that the general claims bar date has passed,
resulting in the filing of only three unscheduled claims. However,
the governmental bar date has been established as February 27,
2018.

Accordingly, the Debtors aver that an extension of the Exclusive
Periods will permit the Debtors to prosecute a plan with a complete
understanding of the claims asserted against them -- a critical
element of their restructuring and necessary to have the support of
all economically interested parties and maximize value. The Debtors
also assert that no party will be prejudiced by the extension of
the Exclusive Periods.

This is the Debtors' first request for extensions of the Exclusive
Periods. The Debtors assert that they are not plainly seeking these
extensions to artificially delay the administration of these
chapter 11 cases or to hold creditors hostage to an unsatisfactory
plan proposal. But rather, the Debtors claim they are seeking these
extensions as they are still reviewing the claims against them.

                     About Lehman Brothers

Lehman Brothers U.K. Holdings (Delaware) Inc. and Lehman
Pass-Through Securities Inc. were managed and controlled by Lehman
Brothers Holdings Inc. upon the effective date of its Chapter 11
plan and are debtor-controlled entities under that plan.

Prior to the commencement of LBHI's Chapter 11 case, LUK was a
wholly-owned, direct subsidiary of the company and the direct and
indirect parent of a substantial portion of the company's European
operations.  During the same period, LPTSI was a direct subsidiary
of Lehman Commercial Paper Inc., which was an indirect subsidiary
of LBHI.

The primary business of LUK and LPTSI is managing a portfolio of
global assets.  This includes interacting with borrowers, joint
venture partners, and other parties related to the assets;
monitoring the real-estate development projects; assessing key
variables that influence the recovery values of those entities'
assets; and evaluating market conditions in order to determine
whether to hold or sell.

LUK and LPTSI sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case Nos. 17-12442 and 17-12443) on August
31, 2017.  The petitions were signed by Christopher Mosher,
director, vice-president and assistant treasurer.

At the time of the filing, the Debtors disclosed that they had
estimated assets of $500 million to $1 billion and liabilities of
$100 million to $500 million.

Epiq Bankruptcy Solutions, LLC is the Debtors' claims and noticing
agent.

                           *     *     *

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

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

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

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

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

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

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

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

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

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


LOMBARD PUBLIC: Has Until February 23 to File Chapter 11 Plan
-------------------------------------------------------------
The Hon. Jacqueline Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois, at the behest of Lombard Public
Facilities Corporation, has extended the exclusive period within
which only the Debtor may (a) file a Chapter 11 plan and disclosure
statement through February 23, 2018, and (b) solicit votes
accepting that plan through February 23, 2018.

           About Lombard Public Facilities Corp.

Lombard Public Facilities Corporation was established in 2003 by
the affluent Lombard Village in Illinois, to finance the
construction of a hotel and convention center, and is the owner of
the hotel and convention center for as long as any bonds remain
outstanding. The hotel and convention center, which opened in 2007,
includes 500 guest rooms and 39,000 square feet of flexible meeting
space with two full-service restaurants. The Hotel is and has been
operated and managed under the Westin brand by Westin Hotel
Management, L.P.

Lombard Public Facilities Corporation sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 17-22517) on July 28, 2017, after
reaching deals to restructure $246.6 million in debt. The petition
was signed by Paul Powers, president.

The Debtor estimated assets of $10 million to $50 million and debt
of $100 million to $500 million.

The Hon. Jacqueline P. Cox is the case judge.

The Debtor hired Adelman & Gettleman, Ltd. as bankruptcy counsel;
and Klein Thorpe & Jenkins, Ltd. and Taft Stettinius & Hollister,
LLP as special counsel.  Epiq Bankruptcy Solutions, LLC is the
noticing, claims, and/or solicitation agent.

The Debtor has long retained Klein, Thorpe, & Jenkins, Ltd. ("KTJ")
as its corporate counsel, and James D. Shanahan, now of the firm of
Taft, Stettinius & Hollander LLP ("TSH"), as its bond and tax
counsel.

EisnerAmper, which was engaged by the Debtor two years prior to the
petition date, is the financial advisor in the Chapter 11 case.


MADEESMA INTERNATIONAL: Case Summary & 4 Unsecured Creditors
------------------------------------------------------------
Debtor: Madeesma International Funding Group LLC
           aka Madeesma International Group LLC
        9560 SW 107 Ave, Suite 203
        Miami, FL 33176

Type of Business: Madeesma International Funding Group LLC's
                  principal assets are located at 3439 SW 65
                  Ave Miami, FL 33155.  The company is an
                  affiliate of Madeesma Investment Group LLC,
                  which sought bankruptcy protection on
                  Dec. 4, 2017 (Bankr. S.D. Fla. Case No.
                  17-24490).
    
Chapter 11 Petition Date: December 11, 2017

Case No.: 17-24695

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Laurel M Isicoff

Debtor's Counsel: Joel M. Aresty, Esq.
                  JOEL M. ARESTY P.A.
                  309 1st Ave S
                  Tierra Verde, FL 33715
                  Tel: 305.904-1903
                  Fax: 800-559-1870
                  E-mail: aresty@mac.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Osmany Linares, manager.

A full-text copy of the petition, along with a list of four
unsecured creditors, is available for free at
http://bankrupt.com/misc/flsb17-24695.pdf


MANIX HOLDINGS: Sale of Kissimmee Property to 7491 for $8.6M Okayed
-------------------------------------------------------------------
Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Manix Holdings, LLC's sale of
real property located at 7491 West Irlo Bronson Highway, Kissimmee,
Florida, together with related, on site fixtures and personalty, to
7491 Maingate, LLC, for $8,550,000.

At closing, the Debtor is authorized and directed to pay Banco
Inbursa, S.A., c/o Berger Singerman LLP Trust Account, the full
amount of its secured claim recorded in the Official Records of
Osceola County Book 4175, Page 334, the promissory note and other
loan documents executed by the Debtor in favor of Banco Inbursa,
including principal, interest (including post-petition interest),
costs and attorneys' fees.  Prior to closing, Banco Inbursa will
deliver to the Debtor an estoppel or payoff letter containing its
calculation of the principal, interest, costs, attorneys' fees and
other charges due to Banco Inbursa through the date of the closing.
If the Debtor disputes any portion of the Payoff, the Debtor will
pay the undisputed portion of the Payoff at closing and Ivanhoe
Title Co., as escrow agent, will retain sales proceeds in an amount
equal to the disputed portion of the Payoff.  Banco Inbursa's lien
will continue to attach to any Escrowed Proceeds.  The Court will
adjudicate any dispute pertaining to the Payoff on motion of the
Debtor or Banco Inbursa, following notice and a hearing.  Any
Escrowed Proceeds will be disbursed only by further order of the
Court or mutual written direction of the Debtor and Banco Inbursa
to Ivanhoe Title, as escrow agent.

Upon the closing, the Debtor is authorized and directed to
effectuate the sale, transfer and assign the Property to the
Purchaser free and clear of any and all Liens, Claims and
Interests, with all of the Liens, Claims and Interests, released,
terminated and discharged as to the Property and attaching to the
proceeds of the sale with the same rights and priorities therein as
in the Property.

The closing of the sale will occur no later than three business
days after this Order becomes final and non-appealable.

The stay of orders authorizing the use, sale or lease of property
as provided for in Rule 6004(g) of the Federal Rules of Bankruptcy
Procedure and the Order will not be effective and the Order is
effective immediately upon entry.

The Debtor is authorized to pay certain fees and expenses at
closing in accordance with the Contract and the Order, including
but not limited to: any unpaid real estate taxes or tax
certificates, a real estate commission to Terry Hatfield (1% of the
purchase price), real estate transfer fees, the Debtor's closing
agent fees related to the closing of the sale, expense of the Title
Insurance Commitment, Owner's Policy, Documentary Stamps, the
preparation of the deed, and all expenses incurred in maintaining
the Property prior to the closing.

All net proceeds reflected in the settlement statement will be held
in escrow by the Ivanhoe Title and will not be released until
further order of the Court.  The gross sale proceeds are subject to
US Trustee fees.  A detailed closing statement will be filed with
the Court within 14 days after closing.

                      About Manix Holdings

Manix Holdings, a Florida Limited Liability Company, owns a small
hotel currently operating on its real property in Osceola County,
Florida at 7491 West Irlo Bronson Parkway, Kissimmee, Florida.

Manix Holdings filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 17-04209) on June 26, 2017.  The petition was signed by Jill
Masoud of Brouse Hotel Group, LLC, managing member of the Debtor.
At the time of filing, the Debtor estimated under $50,000 in assets
and $1 million to $10 million in liabilities.

The Debtor is represented by Roddy B. Lanigan, Esq., at Lanigan &
Lanigan PL.

On Oct. 4, 2017, the Court appointed Terry Hatfield as Broker.


MATTEL INC: Fitch Lowers Long-Term IDR to BB; Outlook Negative
--------------------------------------------------------------
Fitch Ratings has downgraded the following Mattel, Inc. ratings:
Long-Term Issuer Default Rating (IDR) to 'BB' from 'BBB-',
Short-Term IDR and CP program rating to 'B' from 'F3', and Mattel's
senior unsecured nonguaranteed notes to 'BB-/RR5' from 'BBB-'. In
addition, Fitch has assigned a 'BBB-/RR1' rating to Mattel's
proposed $1.6 billion ABL revolving credit facility (RCF) and a
'BB/RR4' rating to its proposed issuance of $1 billion in senior
guaranteed notes. The Rating Outlook is Negative. A full list of
rating actions follows at the end of this release.

The downgrade reflects Mattel's weak operating performance and
negative cash flow generation, which have necessitated the issuance
of $1 billion in unsecured guaranteed notes to maintain the
company's historical liquidity position. Fitch expects 2017 EBITDA
to decline around 50% to the $400 million-$450 million range from
$880 million in 2016, and compares to peak EBITDA of $1.4 billion
in 2013. FCF in 2017 is expected to be negative in excess of $0.5
billion due to EBITDA declines, adverse working capital swings and
cash restructuring charges, somewhat offset by lower dividend
payments. Execution missteps, including the inability of the
company to effectively respond to evolving play patterns and
ongoing retail challenges, with retailers cutting back on inventory
purchases, and most recently the September 2017 bankruptcy of Toys
'R' Us, Inc., have pressured operating results and cash flow.

Leverage in 2017 is expected to be in the 7.0x-7.5x range due to
the projected EBITDA decline and the projected increase in debt to
$3.2 billion from $2.3 billion. The Rating Outlook could be
stabilized if Fitch gains confidence in the company's ability to
drive EBITDA to around $650 million through a combination of sales
stabilization and expense management, yielding leverage trending to
the low-4.0x range.

The Negative Outlook reflects Fitch's concern that anticipated
improvement does not materialize. While the company has outlined
initiatives to improve top line and EBITDA, including around $650
million in annualized cost savings (prior to partial reinvestment
of savings into growth initiatives), Fitch's rating stabilization
case requires around 50% EBITDA improvement from 2017 levels by
2020.

The ratings continue to reflect Mattel's position as one of the
largest companies in the approximately $90 billion global toy
industry (according to trade association The Toy Association), with
projected 2017 revenue of $5 billion, similar to other leading
players including Hasbro Inc. (BBB+/Stable), Bandai Namco Holdings
and The Lego Group, each of which have $5 billion-$5.5 billion in
annual revenue. Mattel holds particular strength in girls, infant
and preschool toys through brands such as Barbie, American Girl and
Fisher Price. Its leading boy brands include Hot Wheels and
Matchbox. Approximately 60% of corporate revenue is generated by
the company's Barbie, Hot Wheels, and Fisher Price brands. The
company also holds licenses to produce toys for a number of
entertainment properties such as Cars, Jurassic Park and Toy Story;
sales of these entertainment-driven products tend to be volatile
over time with peaks around theatrical releases.

KEY RATING DRIVERS

Operating Weakness Continues: Mattel's revenue has steadily
declined in recent years, with sales falling from a peak of $6.5
billion in 2013 to a projected $5 billion in 2017. Fitch believes
the company has been unable to effectively evolve its product
portfolio commensurate with changes to children's play patterns.
Children are increasingly digitally oriented and marginally less
interested in traditional toys. Relative to Mattel, Hasbro has more
successfully responded to these changes through brand storytelling,
creating digital experiences and revenue streams to support its
portfolio's customer relevance and create additional sales
opportunities.

The company has also been challenged by the phenomenon of children
- in particular, girls - outgrowing traditional toys at a younger
age, with greater interest in consumer electronics, beauty, sports,
and social media. Mattel's traditional toy portfolio, including
Barbie, has had difficulty effectively retaining mindshare as this
phenomenon progresses. Finally, Mattel's revenue base is
increasingly tied to licensed properties, which have created the
dual risks of lost licenses, such as the Disney Princess line to
Hasbro beginning 2016, and underperforming properties, such as Cars
3 in 2017. All of these challenges have been exacerbated by the
recently strengthening U.S. dollar, given that around 40% of
Mattel's revenue is generated internationally.

Mattel's struggle to respond to these challenges has resulted in
core brand revenue declines in recent years. For example, Barbie
generated $1.3 billion of gross revenue in 2012 (18% of gross
sales) before declining to just above $900 million in 2015 (14% of
gross sales) and rebounding to $926 million over the LTM (16% of
gross sales). Other franchises including American Girl, Mega, and
Thomas & Friends have also shown sales declines in recent years
with less clear recovery prospects.

The pace of decline has accelerated in 2017, exacerbated by the
September 2017 bankruptcy of Toys 'R' Us, Inc. In 2017, Mattel's
revenue is expected to decline around 8% with EBITDA down about 50%
from $880 million in 2016 to $400 million-$450 million in 2017.
EBITDA margins are expected to compress from 16% in 2016 (and peak
levels of 22% in 2012-2013) to around 8.5% in 2017 on fixed-cost
deleverage, Toys 'R' Us's bankruptcy, and higher royalty expenses
due to mix shifts.

Transformation Underway: Mattel appointed Margo Georgiadis,
previously Google's president of the Americas, as CEO in February
2017. Speaking at Mattel's June 2017 investor day, Ms. Georgiadis
attributed the company's recently weak performance to brand
management missteps, limited long-range portfolio planning, and
cost cutting without operational simplification.

To remedy these issues, Ms. Georgiadis announced a Transformation
Plan for the company with five key elements: 1) build Mattel's
power brands into connected 360-degree play experiences, 2)
accelerate emerging markets growth, 3) focus and strengthen
Mattel's innovation pipeline, 4) realign and reshape operations,
and 5) reignite Mattel's culture and team. Mattel also announced
further significant leadership team changes in early October
including the departure of the company's long-time CFO.

In June 2017, Mattel disclosed that it expects to incur $250
million-$350 million in cumulative incremental investment, via both
capital expenditures and operating expenses. This was to be
partially funded by cost savings of $150 million-$200 million, but
following a weak third quarter 2017 (3Q17) Mattel significantly
increased its cost saving target to over $650 million. The planned
cost savings are evenly split between cost of goods sold and SG&A,
and include elimination of less-profitable products and brands,
outsourcing manufacturing of non-core-brand product, working with
vendors to lower costs, and reducing overhead and discretionary
spend on functions like consulting and legal.

The company plans to reinvest $170 million of cost savings into
growth investments (primarily operating expenses with 20% in
capital expenditure) in addition to around $200 million of one-time
restructuring expenses. Fitch's current rating case assumes a
somewhat successful implementation of the Transformation Plan
yielding stabilizing sales and gross margins trends beginning 2018
as the company laps the impact of the TOY bankruptcy and topline
initiatives gain some traction. This stabilization, coupled with
expense reductions across both cost of goods sold and SG&A, is
expected to yield EBITDA trending to the $650 million range by 2020
from the low-$400 million range in 2017.

Uneven Cash Flows and Proposed Debt Issuance: Virtually all of
Mattel's FCF is generated in 4Q17, coinciding with the holiday
period, as is typical for most toy manufacturers. The company
typically finishes the year with $800 million-$1 billion in cash,
allowing it to build inventory through the year in advance of its
peak FCF generation. Mattel's annual FCF has been modestly negative
in three of the past four years including $186 million of negative
FCF in 2016; however, accelerated EBITDA declines, adverse working
capital swings and restructuring charges are expected to drive FCF
to over negative $0.5 billion in 2017. Given the softness in its
operating results, Mattel stopped its share repurchase program in
2014 and reduced dividends by 60% in 3Q17, eliminating dividends
altogether in 4Q17.

As a result of negative cash flow in 2017, the company has proposed
a $1 billion unsecured guaranteed note issuance to fund operations
and address its $250 million unsecured note maturity in 2018.
Should the company successfully complete the issuance, Fitch
expects Mattel to end 2017 with around $1 billion in cash,
including the $250 million earmarked for the 2018 maturity. Given
Fitch's forecasts of modest FCF generation over the next several
years, Fitch expects Mattel will need to refinance upcoming
unsecured notes maturities, including $500 million in 2019 and $250
million in 2020.

DERIVATION SUMMARY

Mattel's 'BB' IDR reflects the company's weak operating performance
and negative cash flow generation, which have necessitated the
issuance of $1 billion of unsecured guaranteed notes to maintain
the company's historical liquidity position and leading to elevated
leverage. Execution missteps, including the inability of the
company to effectively respond to evolving play patterns, and
retail challenges, most recently the September 2017 bankruptcy of
Toys 'R' Us, have pressured operating results and cash flow. Fitch
expects 2017 EBITDA to decline around 50% to $400 million-$450
million from $880 million in 2016, and compares to peak $1.4
billion in EBITDA in 2013. Fitch expects leverage in 2017 to be in
the 7.0-7.5x range; the 'BB' rating reflects Fitch's expectation
that leverage will decline toward the low-4.0x range assuming the
company's recently announced sales and cost initiatives result in
EBITDA improvement toward around $650 million by 2020.

The ratings continue to reflect Mattel's position as one of the
largest companies in the approximately $90 billion global toy
industry, with projected 2017 revenue of $5 billion, similar to
other leading players including The Lego Group, Bandai Namco
Holdings and Hasbro, each of which have $5 billion-$5.5 billion in
annual revenue. Hasbro has experienced more stable operating
results than Mattel, producing a 5% revenue CAGR over the last five
years compared with annual mid-single-digit declines at Mattel
beginning 2014. Hasbro's revenue growth is attributed to its
successful focus on brand extensions and product innovation, and
wins such as takeover of the Disney princess license from Mattel
beginning 2016. Hasbro's leverage is expected to trend modestly
under 2x, compared with Mattel's expected 2017 year-end leverage of
7.0x-7.5x and projected 2020 leverage of around mid-4x.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer to
stabilize its Outlook at 'BB' include:

-- Revenue in 2017 is expected to decline around 8% to $5 billion

    due to core product challenges and the Toys 'R' Us bankruptcy,

    somewhat offset by incremental sales from Cars 3 (film
    released June 2017). Thereafter, revenue is expected to
    stabilize in the low-$5 billion range given modest benefits
    from the company's topline initiatives.

-- EBITDA margins are projected to contract about 800bps to
    approximately 8.5% in 2017 versus 16% in 2016, primarily due
    to deleverage of fixed expenses and gross margin pressure from

    exposure to the Toys 'R' Us bankruptcy. Fitch expects EBITDA
    margins improve to 11% in 2018 and 13% by 2020, based on cost
    savings programs and operating efficiencies resulting from the

    Transformation Plan. As a result, EBITDA, which is expected to

    decline to the $400 million-$450 million range in 2017 from
    $880 million in 2016, could improve toward around $650 million

    by 2020.

-- Leverage is expected to increase to the low-7.0x range in 2017

    from 3.3x in 2016 due to EBITDA declines and the issuance of
    $1 billion of unsecured notes (if successfully completed).
    Leverage is expected to decline to below 4.5x by 2020 as
    EBITDA rebounds and the company repays $250 million of
    unsecured notes upon maturity in 2018. Fitch expects Mattel to

    refinance subsequent maturities including $500 million and
    $250 million of unsecured notes in 2019 and 2020,
    respectively.

-- Fitch expects negative FCF in excess of $0.5 billion in 2017
    compared to negative $190 million in 2016 due to EBITDA
    declines, working capital swings and cash restructuring
    charges, somewhat offset by lower dividend payments. Fitch
    expects FCF to be neutral in 2018 on modest EBITDA
    improvement, neutral working capital and full-year impact of
    the company's dividend suspension, with FCF improving toward
    $150 million annually thereafter on EBITDA growth.

RATING SENSITIVITIES

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

- The Outlook could be stabilized if there is increased
   confidence in the company's ability to generate modest revenue
   growth and a rebound in EBITDA margins, which would result in
   EBITDA increasing to around $650 million (versus 2017 projected

   EBITDA of $400 million-$450 million) and leverage trending to
   under 4.5x.

- A positive rating action could result if operating leverage is
   sustained below 4x through EBITDA growth toward $750 million.

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

- A negative rating action could be caused by lack of
   stabilization in the top line or a rebound in margins which
   cause EBITDA to trend in the mid-$500 million range, with
   leverage sustaining above 5x.

LIQUIDITY

Given industry seasonality, the company targets $800 million to $1
billion of cash on hand at year-end. Cash balances and the
company's CP program have historically supported working capital
peaks in the third and fourth quarters leading into the holiday
season, as Mattel generates the majority of its cash in the fourth
quarter.

As of Sept. 30, 2017, the company had cash and cash equivalents of
$181 million (approximately $102 million is held by foreign
subsidiaries). Mattel had $733 million in CP outstanding as of
Sept. 30, 2017, which is backstopped by a $1.6 billion unused RCF
maturing in March 2020.

As of Sept. 30, 2017, Mattel's leverage (total debt/EBITDA) was
4.9x. Mattel had total debt outstanding of approximately $2.9
billion, including $733 million of CP borrowings and $2.15 billion
of unsecured nonguaranteed bonds.

On Dec. 9, 2017 the company announced its plan to replace the $1.6
billion unsecured RCF with a new $1.6 billion asset-backed RCF. The
company also plans to issue $1 billion in unsecured guaranteed
notes to provide the company with liquidity given negative FCF in
2017 and to address its $250 million maturity in March 2018. The
notes will be guaranteed by domestic subsidiaries. During the 4Q,
Fitch expects the company to pay down CP borrowings, ending the
year with no CP outstanding. Ending 2017 cash is projected to be
around $1 billion (including the $250 million earmarked to address
the 2018 maturity), compared to average year-end cash of $800
million-$1 billion over the past several years.

Fitch has assigned Recovery Ratings (RRs) to the various debt
tranches in accordance with criteria, which allows for the
assignment of RRs for issuers with IDRs in the 'BB' category. Given
the distance to default, RRs in the 'BB' category are not computed
by bespoke analysis. Instead, they serve as a label to reflect an
estimate of the risk of these instruments relative to other
instruments in the entity's capital structure. Fitch has rated
Mattel's proposed senior secured ABL RCF 'BBB-/RR1', indicating
outstanding recovery prospects (91%-100%) in the event of default.
The proposed guaranteed senior unsecured debt is rated 'BB/RR4',
indicating average recovery prospects (31%-50%). The senior
unsecured notes that are not guaranteed are rated one notch lower
than the IDR at 'BB-/RR5', indicating below-average recovery
prospects (11%-30%).

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following:

Mattel, Inc.
-- Long-Term Issuer Default Rating (IDR) to 'BB' from 'BBB-';
-- Short-Term IDR to 'B' from 'F3';
-- Commercial paper program to 'B' from 'F3';
-- Senior unsecured nonguaranteed notes to 'BB-/RR5' from 'BBB-'.

Fitch has assigned the following ratings:

Mattel, Inc.
-- Proposed secured asset-backed revolving credit facility at
    'BBB-/RR1';
-- Proposed senior unsecured guaranteed notes at 'BB/RR4'.

Fitch has withdrawn the following rating:

Mattel, Inc.
-- Unsecured revolving credit facility, currently rated 'BBB-'.

The Rating Outlook is Negative.


MATTEL INC: Moody's Lowers Senior Unsecured Bonds Rating to Ba3
---------------------------------------------------------------
Moody's Investors Service downgraded Mattel, Inc.'s ratings to
speculative grade and assigned a Ba2 Corporate Family Rating (CFR).
Its existing senior unsecured bond ratings were downgraded to Ba3
from Baa3; and its rating for short term issuance was lowered to
Not Prime from Prime-3. Moody's assigned a Ba2 rating to the
company's planned new $1 billion senior unsecured bond, which will
benefit from subsidiary guarantees. Moody's also assigned a
Speculative Grade Liquidity rating of SGL-1. The rating outlook is
stable.

"The rating downgrade reflects the company's weak performance year
to date, and recently lowered profit expectations for the important
2017 fourth quarter holiday season," said Linda Montag, a Moody's
Senior Vice President. "This will contribute to much higher than
previously expected year end leverage", added Montag. At the same
time, Moody's recognizes that the company will have strong
liquidity after the planned transactions. Mattel will have a new
$1.6 billion asset backed revolver and $1 billion of cash on hand.
This will help prefund 2018 debt maturities and working capital
needs.

After a slow start to the year due to an overhang of inventory from
the 2016 selling season, and weakness in several of its important
brands, Mattel was severely impacted by the October 2017 Toys R US
bankruptcy filing. The impact of the filing on Mattel included a
sales reversal related to losses on pre-bankruptcy receivables of
$43 million. It also included a loss of sales for several critical
weeks at the end of the third quarter, when Mattel stopped
shipments to the retailer while new business terms could be
arranged. In the fourth quarter, shipments resumed more slowly than
in the past. These top line losses without a corresponding
reduction in the costs associated with the sales, resulted in much
lower profit margins. In addition, operating inefficiencies
surrounding the opening of a new distribution center in the Eastern
U.S. further contributed to margin pressure. Softness in several
product lines including Monster High and Thomas the Tank Engine
will contribute to volume and profit pressures in the fourth
quarter. Finally, the company will book certain restructuring and
severance costs in Q4 related to Mattel's structural
simplification, lowering profits and cash flows more than
expected.

The company has suspended its dividend, which will save over $ 500
million in 2018 as compared with 2016. Moody's had expected Mattel
to stabilize performance in 2017, but now believes sales will be
down mid-single digits for the year and that profitability will not
be restored for some time. The significant underperformance,
together with the new $1 billion bond issuance, will result in
historically high gross debt to EBITDA leverage of approximately
6.7 times at year-end 2017, despite adjusting for certain one- time
items. Net leverage will also be high at 5.2 times, even for a
speculative grade rated company. Since some of the shortfall is
related to one time issues, Moody's expects Mattel to recover a
portion of the lost revenue and earnings over the next two years.
This is supported by the fact that a number of Mattel's products
continue to experience strong demand at retail. Global point of
sale information suggests that several of its brands, including
Barbie, were up at least mid-single in year-to-date consumer
takeaway. However, the company faces challenges in other properties
including continued declines in Monster High and Thomas the Tank
Engine.

The stable outlook reflects Moody's expectation that leverage will
remain high for at least the next two years, but that cost take
outs will serve to boost cash flows and allow debt repayment over
this time. Moody's expects debt/EBITDA to fall to around 4 times or
below by 2019. Moody's recognizes certain risks associated with the
company's ongoing restructuring and streamlining plans, which
include cost take outs of at least $650 million to be achieved over
the next two years. Mattel will likely struggle to restore
operating profit margins to its long term target range of 15%-20%.
This is because the environment remains highly competitive,
Mattel's product mix is shifting, and consumer shopping patterns
continue to evolve.

Mattel, Inc.

Ratings Downgraded:

Short-term to Not Prime from Prime-3

Senior Unsecured unguaranteed bonds to Ba3 (LGD5) from Baa3

Ratings Assigned:

Corporate Family Rating at Ba2

Probability of Default Rating at Ba2-PD

Speculative Grade Liquidity rating at SGL-1

New senior unsecured $1billion note with subsidiary guarantees at
Ba2 (LGD3)

The ratings outlook is stable

RATINGS RATIONALE

Mattel's Ba2 CFR is based on the company's high leverage and
diminished profitability after several years of operating
challenges. The company continues to face risks presented by
limited segment diversification -- i.e. toys and games --
concentrated customer base, and exposure to cost increases and
product recalls. In addition, there is significant uncertainty
around the company's transformation plans, which will be led by a
relatively new management team. In Mattel's rating Moody's also
considers the toy industry's extreme seasonality and inherent
volatility. This stems from fashion risk that can result in sudden
shifts in the popularity of certain toy products, and fluid
demographics such as age compression in certain toy categories,
entertainment tie-ins and technological innovations that compete
for children's time. Toy companies face increasing competition from
entertainment and media companies that are changing the way
children play. They are also challenged to adapt to ongoing shifts
in consumer's purchasing behavior. At the same time Mattel's rating
reflects the company's good market positions, portfolio of strong
brands, relatively large scale within the toy industry and broad
geographic diversification.

Mattel's liquidity is very strong as reflected by the SGL-1
Speculative Grade Liquidity Rating. The company will benefit from
its planned $1.6 billion Asset Backed Revolver which will replace
the previously unsecured bank revolving credit facility. The new
asset based revolver has a springing interest coverage covenant,
only tested if usage exceeds a relatively high level. Following the
issuance of the proposed new senior unsecured $1 billion bond, the
company will end the year with no short term borrowings and nearly
$1 billion of cash, part of which will be used to fund its upcoming
(March 2018) bond maturity. The new bond will benefit from
subsidiary guarantees, which will make it structurally superior to
existing unsecured bonds that do not have such guarantees. This
results in a rating one notch higher than the legacy bonds.

The ratings could be downgraded if Mattel experiences further
declines in sales or profit margins, if it fails to generate
positive free cash flow, if EBIT margins are sustained below 5%, or
if debt to EBITDA fails to approach 4.5 times within two years.
Debt funded shareholder returns or acquisitions could also result
in a downgrade.

For Moody's to consider an upgrade, Mattel would need to restore
operating momentum, including EBIT margins approaching 10%, and
debt/EBITDA of under 4x. Additionally, the company would need to
demonstrate a commitment to a conservative financial policy.

Mattel, Inc., headquartered in El Segundo, California is a
worldwide leader in the design, manufacture and marketing of toys.
The company's core portfolio is comprised of brands such as Barbie,
Fisher-Price, Hot Wheels, Matchbox, Thomas the Tank Engine, Mega
Brands and American Girl. Mattel also derives a significant portion
of its sales from entertainment properties licensed from Disney,
Warner Bros., and other content owners. Sales for the 12 months
ended September 30, 2017 approximated $5.1 billion.

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


MATTEL INC: S&P Lowers CCR to 'BB-' CCR, Outlook Negative
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on El
Segundo, Calif.-based Mattel Inc. to 'BB-' from 'BB'. The rating
outlook is negative.

S&P said, "At the same time, we assigned our 'BB-' issue-level
rating on the company's proposed $1 billion high-yield senior
unsecured notes maturing in 2025 and assigned a '3' (capped)
recovery rating to it. The '3' recovery rating reflects our
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery for lenders in the event of a payment default. The company
expects to use the proceeds to prefund the company's $250 million
senior notes due March of 2018, to repay outstanding short-term
debt, partly fund investments in the company's cost-reduction
initiatives, and add cash to the balance sheet.

"We also lowered the issue-level rating on the company's existing
senior unsecured notes to 'BB-' from 'BB', in line with the lower
corporate credit rating. Additionally, we revised our recovery
rating on the company's existing senior unsecured notes to '4' from
'3'. The '4' recovery rating reflects our expectation for average
(30%-50%; rounded estimate: 40%) recovery for lenders in the event
of a payment default. Recovery prospects for existing noteholders
are impaired by the inclusion of the proposed secured ABL revolver
in the capital structure and subsidiary guarantees in the new
proposed notes, which result in higher priority claims ahead of the
existing notes. The rating on the prefunded notes due in March of
2018 are unchanged.

"The one-notch downgrade to 'BB-' reflects our lowered base case
forecast for revenue, EBITDA, and cash flow from operations, which
will cause adjusted debt to EBITDA in 2017 to spike significantly
higher than our 4x downgrade threshold at the prior rating. Under
our revised forecast, revenue declines in the high-single digits,
EBITDA declines around 50%, operating cash flow is negative, and
adjusted debt to EBITDA spikes to the mid- to high-5x area in 2017.
As a result, we believe Mattel's planned operational turnaround and
deleveraging path will take significantly longer than we previously
forecasted, and risks in Mattel's business operations remain
heightened related to poor product sales performance, increasing
costs, decreased margin, and increased EBITDA volatility. We have
revised our revenue forecast lower partly due to tighter inventory
management at key retailers and declining sales trends in certain
key product lines, such as American Girl and Thomas. We believe
gross margin will decline to the 40% area due to higher inventory
write-downs and discounts offered to retailers to clear inventory,
higher freight and logistics expense, and lower fixed-cost
absorption.

"The negative outlook reflects a high level of variability in
revenue, EBITDA, and cash flow from operations, and the possibility
of further deterioration in operating trends that could result in
leverage staying above our revised downgrade threshold of 5x. We
continue to believe discounting behavior required to support sales
in the holiday season in 2016 could recur in the 2017 holiday
season. This is because of the ongoing shift in consumer purchasing
behavior toward the online channel and shoppers arriving later in
retail stores during the holiday season. Additionally, the extent
of the company's success in its turnaround efforts for 2018 remains
uncertain.

"We could lower ratings if revenue and EBITDA in 2017 or 2018
underperform our base-case forecast, and we believe operating
fundamentals could deteriorate further in a manner that causes
total lease-adjusted debt to EBITDA to stay above 5x. In addition,
because of heavy revolver usage due to the seasonal working capital
needs of the business, we currently rate to a forecasted year-end
leverage measure.

"We could revise the rating outlook to stable if Mattel stabilizes
revenue, begins to improve gross margin, and maintains its market
share in key product categories, and if we become confident Mattel
can sustain total lease-adjusted debt to EBITDA comfortably below
5x. While unlikely over the next few years, we could raise the
rating if Mattel can significantly grow revenue and EBITDA, and
adopts a leverage policy that sustains adjusted debt to EBITDA
below 4x."


MELEK TZADIK: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Melek Tzadik Covenant Holdings
as of Dec. 5, according to a court docket.

Headquartered in Escondido, California, Melek Tzadik Covenant
Holdings filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Cal. Case No. 17-06624) on Oct. 31, 2017, estimating its assets and
liabilities at between $500,001 and $1 million.  Justin Murphy,
Esq., at Justin Murphy Law Group serves as the Debtor's bankruptcy
counsel.


MICHIGAN HONEY: Unsecured Creditor to Get Full Payment in 35 Months
-------------------------------------------------------------------
Michigan Honey Bees, L.L.C filed with the U.S. Bankruptcy Court for
the Eastern District of Michigan a combined plan of reorganization
and disclosure statement.

Michigan Honey Bees is a limited liability company formed in the
State of Nevada on Sept. 18, 2015, and registered in Jackson,
Michigan. As the name of the company suggests, the company was
formed with the idea of opening an apiary, i.e. -- beekeeping.

Class II under the plan consists of the Holders of Allowed
Unsecured Claims against Michigan Honey Bees. The only Holder of an
Unsecured Claim is attorney James P. Flemming. Flemming will be
paid in full on such Claims by paying such claimant in 35
consecutive monthly payments of $100 per month commencing the first
day of the next month that is six months after the Effective Date.

The Debtor anticipates reorganizing its business and assets and
paying its creditors according to their priority. Past performance
is not indicative of future performance since the Debtor's changed
circumstances immediately prior to the filing of the case will give
the Debtor the ability to make plan payments. Also, the Debtor
anticipates that it will begin to be able to look for (and obtain)
financing to start the apiary business.

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

     http://bankrupt.com/misc/mieb17-52215-39.pdf

               About Michigan Honey Bees, LLC

Michigan Honey Bees, LLC filed a Chapter 11 bankruptcy petition
(Bankr. E.D.MI. Case No. 17-52215) on August 9, 2017. Edward J.
Gudeman, Esq., at Gudeman & Associates, PC serves as bankruptcy
counsel.  The Debtor's assets and liabilities are both below $1
million.


MISSOURI CITY FUNERAL: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Missouri City Funeral Directors
at Glenn Park, Inc., as of Dec. 5, according to a court docket.

              About Missouri City Funeral Directors

Missouri City Funeral Directors at Glenn Park, Inc., is a
corporation that operates as a funeral home.  It is based in
Missouri City, Texas.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Texas Case No. 17-36178) on Nov. 6, 2017.
Michael Brock, Sr., chief executive officer, 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 less
than $500,000.  

Judge David R. Jones presides over the case.


MONTREAL MAINE: Canadian Pacific Can't Appeal Refusal to Junk Suit
------------------------------------------------------------------
Judge Jon D. Levy of the U.S. District Court for the District of
Maine denies Canadian Pacific Railway Company's motion for leave to
appeal the Bankruptcy Court's July 7, 2017 interlocutory order,
which denied in part its motion to dismiss the Third Amended
Complaint.

In July of 2013, a freight train operated by the Montreal Maine &
Atlantic Railway, Ltd. ("MMA"), including its 72 carloads of crude
oil, derailed in the town of Lac-Megantic, Quebec, leading to a
series of explosions that destroyed part of the downtown area and
killed 47 people. The next month, MMA filed a chapter 11 Bankruptcy
proceeding in this District and simultaneously sought similar
protection in Canada.

In January 2014, Robert Keach, then acting as the chapter 11
trustee of the MMA estate, commenced an adversary proceeding
against multiple defendants who are no longer parties to the
action. In January 2015, Keach filed an Amended Complaint which
added Appellant Canadian Pacific Railway Company as Defendant.

In September 2016, Keach, now in his capacity as the estate
representative of the estate of MMA, filed a Third Amended
Complaint in the U.S. Bankruptcy Court against Canadian Pacific
Railway Company and Soo Line Railroad Company (collectively, "CP").
Keach alleged claims for negligence (Count One); breach of
contract/warranty (Count Two); negligent misrepresentation (Count
Three); and disallowance of CP's proof of claim in the underlying
bankruptcy involving MMA (Count Four).

CP subsequently moved to dismiss the Third Amended Complaint on
grounds of forum non conveniens and for failure to state a claim
upon which relief can be granted pursuant to Federal Rule of Civil
Procedure 12(b)(6). In July 2017, the Bankruptcy Court issued an
interlocutory order granting CP's motion in part as to the Breach
of Contract/Warranty Claims, but denied it as to the remaining
counts.

The Court explains that a district court's discretion to certify an
interlocutory appeal under Section 1292(b) is used "sparingly and
only in exceptional circumstances." Under Section 1292(b), leave to
appeal an interlocutory order is appropriate where: (1) the order
involves a controlling question of law; (2) as to which there is
substantial ground for difference of opinion; and (3) an immediate
appeal from the order may materially advance the ultimate
termination of the litigation.

CP asserts that a controlling question of law exists because the
Bankruptcy Court concluded that the Estate Representative's factual
allegations were plausible and not subject to dismissal pursuant to
Rule 12(b)(6). In making its argument that the forum non conveniens
doctrine represents a controlling question of law in this case, CP
has set forth its reasons for disagreeing with the Bankruptcy
Court's decision, but the Court finds that CP has failed to support
its assertion that reversing the Bankruptcy Court's ruling in an
interlocutory appeal will either terminate the action or otherwise
save time and expense for the parties and the court.

CP argues that the Bankruptcy Court's refusal to dismiss Counts I,
III, and IV of the Third Amended Complaint gives rise to
substantial grounds for disagreement because the Court has reached
a different conclusion when it ordered dismissal of the plaintiffs'
complaint on forum non conveniens grounds in the related In re Lac
Megantic litigation, 1:16-cv-1001-JDL.

The Court points out that this case and Lac Megantic Litigation
arise out of the same tragic train derailment, but are quite
different because they involve different parties, different
theories of liability, and despite significant overlap, different
factual questions. Given these differences, the forums non
conveniens analysis in Lac Megantic Litigation is not determinative
of the analysis applied in this case.

CP contends that granting interlocutory review of the Bankruptcy
Court's decision would materially advance the ultimate resolution
of this case, reasoning that this court will eventually engage in
de novo review of CP's forum non conveniens and Rule 12(b)(6)
objections on final appeal. Thus, according to CP, denial of an
interlocutory appeal will require the parties to engage in
discovery and pretrial motions practice that will be both
time-consuming and expensive.

However, the Court explains that granting interlocutory appeal will
require the parties to brief and argue the forum non conveniens
issue a second time, which would also be time-consuming and
expensive. Further, if CP's reasoning is adopted, interlocutory
review would be justified in virtually every case.

The case is CANADIAN PACIFIC RAILWAY COMPANY, et al., Appellants,
v. ROBERT J. KEACH, in his capacity as estate representative of the
post-effective date estate of Montreal, Maine & Atlantic Railway,
Ltd., Appellee. No. 1:17-cv-00278-JDL, (D. Maine).

A full-text copy of the Court’s Order is available for free at
https://is.gd/uA4ePj from Leagle.com.

Appellants are represented by:

            Aaron P. Burns, Esq.
            Pearce & Dow, LLC
            Two Monument Square, Suite 901
            P.O. Box 108
            Portland, ME 04112-0108
            Phone: 207.822.9900
            Fax: 207.822.9901

            -- and --

            Mark F. Rosenberg, Esq.
            Sullivan & Cromwell LLP
            125 Broad Street
            New York, New York 10004-2498
            Phone: 212-558-3647
            Fax: 212-558-3588
            Email: rosenbergm@sullcrom.com

            -- and --

            Paul J. Hemming, Esq.
            Timothy R. Thornton, Esq.
            BRIGGS & MORGAN
            200 IDS Center
            80 South Eighth Street
            Minneapolis, MN 55402
            Telephone: 612.977.8400
            Facsimile: 612.977.8650
            Email: phemming@briggs.com
            tthornton@briggs.com

Appellee is represented by:

            D. Sam Anderson, Esq.
            John A. Woodcock, Esq.
            Lindsay K.Z. Milne, Esq.
            Paul McDonald, Esq.
            Robert J. Keach, Esq.
            Roma N. Desai, Esq.
            BERNSTEIN SHUR SAWYER & NELSON.
            100 Middle Street, West Tower
            Portland, ME 04101
            Telephone: 207 774-1200
            Facsimile: 207 774-1127

                     About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., operated the train that
derailed and exploded in July 2013, killing 47 people and
destroying part of Lac-Megantic, Quebec.

The Company sought bankruptcy protection (Bankr. D. Maine Case
No.13-10670) on Aug. 7, 2013, with the aim of selling its business.
Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co.,
meanwhile, filed for protection from creditors in Superior Court of
Quebec in Montreal.

Montreal, Maine & Atlantic Canada Co. ("MMA Canada"), the Canadian
unit of Chapter 11 debtor Montreal, Maine & Atlantic Railway Ltd.
("MMA"), on July 20, 2015, filed a Chapter 15 bankruptcy petition
(Bankr. D. Maine Case No. 15-20518) in Portland, Maine, to seek
recognition and enforcement in the U.S. of the order by the Quebec
Court approving MMA Canada's plan to pay off victims of the July
2013 derailment.

The law firm of Verrill Dana serves as counsel to the Debtor.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., is the Chapter 11 trustee.  Lindsay K. Zahradka and and D.
Sam Anderson, Esq. serves as his counsel. Development Specialists,
Inc., serves as his financial advisor; and Gordian Group, LLC,
serves as his investment banker.

Justice Martin Castonguay oversees the case in Canada.  Andrew
Adessky at Richter Consulting was named CCAA monitor.  The CCAA
Monitor is represented by Sylvain Vauclair at Woods LLP.  MM&A
Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur
Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims. The Official Committee is represented by
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq.,
at Paul Hastings LLP.

The unofficial committee of wrongful death claimants is Represented
by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.;
Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers,
Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The
Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green
Toups & Terrell LLP.

The Debtor's Revised First Amended Plan of Liquidation, which
created a C$446 million settlement fund for the benefit of all
victims of the train derailment in 2013 that killed 47 people,
became effective Dec. 22, 2015.


MORCENT IMPORT: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Morcent Import Export, Inc., as
of Dec. 7, according to a court docket.

                 About Morcent Import Export, Inc

Morcent Import Export, Inc. dba True Back is a medical equipment
manufacturer in Clearwater, Florida.  Registered with the U.S. Food
and Drug Administration and the European Union, True Back is a
portable orthopedic traction device classified as a durable Class 1
medical device, bearing the CE mark, that relieves the body of
daily stress, tension and discomfort.

Morcent Import Export, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 17-09399) on Nov. 6, 2017. The petition was
signed by Rodney D. Vincent, its president.  The Debtor listed
$36,225 in assets and $1,360,000 in total liabilities in its
petition.

Buddy D Ford, Esq., at Buddy D. Ford, P.A., serve as the Debtor's
bankruptcy counsel.


MOSADI LLC: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Mosadi, LLC, as of Dec. 7,
according to a court docket.

Headquartered in Tampa, Florida, Mosadi, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 17-09328) on Nov.
1, 2017, estimating its assets at between $100,001 and $500,000 and
its liabilities at between $500,001 and $1 million.  Buddy D. Ford,
Esq., at Buddy D. Ford, P.A., serves as the Debtor's bankruptcy
counsel.


NATIONAL TRUCK: May Enter Into Premium Financing Pact
-----------------------------------------------------
The Hon. Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi has authorized National Truck
Funding, LLC, and its debtor-affiliates to incur debt, nunc pro
tunc to Oct. 11, 2017, and execute and make cash down payment and
monthly payments pursuant to the insurance premium finance
agreement with First Insurance Funding.

A copy of the Order is available at:

          http://bankrupt.com/misc/mssb17-51243-569.pdf

As reported by the Troubled Company Reporter on Oct. 19, 2017, the
Debtors, in the ordinary course of business, maintain insurance
policies providing insurance in amounts and types of coverage in
accordance with the state and local laws, as well as in accordance
with certain contractual obligations.  The Debtors sought to
replace its current Open Lot and Garage Keepers Liability insurance
with Lexington in order to reduce deductible amounts and otherwise
improve the coverage provided by that insurance.  The Debtors said
that maintaining the insurance is crucial to the ability of the
Debtors to continue operating their businesses.

                  About National Truck Funding

Headquartered in Gulfport, Mississippi, National Truck Funding, LLC
-- http://nationaltruckfunding.com/-- retails and rents trucks.  
It operates as a subsidiary of American Truck Group, LLC --
http://americantruckgroup.com/

National Truck and American Truck sought Chapter 11 protection
(Bankr. S.D. Miss. Case Nos. 17-51243 and 17-51244) on June 25,
2017.  Louis J. Normand, Jr., manager, signed the petitions.

National Truck estimated its assets and liabilities at $10 million
to $50 million.  American Truck estimated its assets and
liabilities at $1 million to $10 million.

Judge Katharine M. Samson presides over the cases.  

The Debtors hired Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as
bankruptcy counsel; Wessler Law Firm as local counsel; Haworth
Rossman & Gerstman, LLC, as special counsel, Lefoldt & Company PA
as accountant; and Chaffe & Associates as restructuring advisor and
investment banker.


NFP CORP: Moody's Maintains B3 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service is maintaining the B3 corporate family
rating and B3-PD probability of default rating of NFP Corp. (NFP)
following the company's announcement that it plans to issue an
incremental $150 million of senior unsecured notes (rated Caa2).
The company will use proceeds of the offering to fund pending or
future acquisitions and pay related fees and expenses. The outlook
for the ratings is stable.

RATINGS RATIONALE

NFP's ratings reflect its expertise and solid market position in
insurance brokerage, particularly providing employee benefits and
property & casualty products and services to mid-sized firms. The
company also offers insurance and wealth management services to
high net worth individuals. The business is well diversified across
products, clients and regions primarily in the US. Offsetting these
strengths is NFP's high financial leverage and low interest
coverage. Over the next few months, Moody's expects elevated
acquisition activity to drive NFP's revenue growth and offset the
recent slow organic growth, especially in NFP's property & casualty
segment. This elevated acquisition activity will give rise to
integration and contingent risks.

Giving effect to the incremental borrowing, NFP will have a pro
forma debt-to EBITDA ratio around 8x, (EBITDA -- capex) interest
coverage in the range of 1.5x-1.8x, and a free-cash-flow-to-debt
ratio in the low single digits, according to Moody's estimates. The
rating agency expects that NFP will reduce its leverage to around
7.5x through EBITDA growth over the next few quarters. These pro
forma metrics reflect Moody's accounting adjustments for operating
leases, contingent earnout obligations, certain other non-recurring
items, and run-rate EBITDA from acquisitions.

Factors that could lead to an upgrade of NFP's ratings include: (i)
debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of
interest exceeding 2x, (iii) free-cash-flow-to-debt ratio exceeding
5%, and (iv) successful integration of acquisitions.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 7.5x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt
ratio below 2%.

Moody's maintains the following ratings and loss given default
(LGD) assessments:

Corporate family rating B3;

Probability of default rating B3-PD;

$650 million (including proposed $150 million increase) senior
unsecured notes maturing in July 2025, rated Caa2 (LGD5);

$150 million senior secured revolving credit facility maturing in
January 2022, rated B2 (LGD3);

$1.4 billion senior secured term loan maturing in January 2024,
rated B2 (LGD3).

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in September 2017.

Based in New York City, NFP provides a range of brokerage,
consulting and advisory services, including corporate benefits,
retirement, property & casualty, individual insurance and wealth
management solutions to domestic and some international clients,
with a focus on corporate entities and high net worth individuals.
The company generated revenue of $1 billion for the 12 months
through September 2017.


PACIFIC DRILLING: Hires Prime Clerk as Administrative Advisor
-------------------------------------------------------------
Pacific Drilling S.A. and its debtor-affiliates seek authority from
the US Bankruptcy Court for Southern District of New York to hire
Prime Clerk LLC as administrative advisor.

Services required of Prime Clerk are:

     (a) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a chapter 11 plan, and in
connection with such services, process requests for documents from
parties in interest, including, if applicable, brokerage firms,
bank back-offices and institutional holders;

     (b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;

     (c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data; and

     (d) provide a confidential data room, if requested;

     (e) manage and coordinate any distributions pursuant to a
chapter 11 plan following the effective date of such plan; and

     (f) provide other processing, solicitation, balloting and
other administrative services described in the Engagement
Agreement, but not included in the Section 156(c) Application or
which are in the nature of the services covered under 28 U.S.C.
Sec. 156(c), as may be requested from time to time by the Debtors,
the Court or the Office of the Clerk of the Bankruptcy Court.

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

Benjamin P.D. Schrag, Chief Business Development Officer 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, and does not hold or represent any interest
adverse to the Debtors' estates.

The firm can be reached through:

     Benjamin P.D. Schrag
     Prime Clerk LLC
     830 3rd Avenue, 9th Floor
     New York, NY 10022
     Tel: (212) 257-5450

                     About Pacific Drilling

Pacific Drilling S.A., a Luxembourg public limited liability
company (societe anonyme), operates an international offshore
drilling business that specializes in ultra-deepwater and complex
well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem.  All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193).  The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel;
Evercore Partners International LLP as investment banker;
AlixPartners, LLP, as restructuring advisors; and Prime Clerk LLC
as claims and noticing agent.  Prime Clerk maintains the case site
https://cases.primeclerk.com/pacificDrilling

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


PATRIOT NATIONAL: To File Chapter 11 to Facilitate Restructuring
----------------------------------------------------------------
Patriot National, Inc., a provider of technology and outsourcing
solutions to the insurance industry, on Nov. 28, 2017, disclosed
that it has agreed to be acquired by certain funds and accounts
managed by each of Cerberus Business Finance, LLC and its
affiliates and TCW Asset Management Company LLC ("TCW").  The
transaction will be effectuated under a plan of reorganization (the
"Plan") pursuant to the terms of a restructuring support agreement
("RSA") between Patriot National and its lenders, Cerberus and TCW,
under which the Company and its direct and indirect U.S.-based
subsidiaries (the "Subsidiaries") will file voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code.

The Company expects that it will continue to operate its business
in the ordinary course and the Chapter 11 filing is not expected to
have a meaningful impact on the Company's day-to-day operations.
Specifically, the Company intends to continue to provide
uninterrupted service to all of its carrier customers in accordance
with the terms of the current agreements.  Furthermore, it is
anticipated that all commissions due to brokers who commit to
continue their business relationships with the Company will be paid
in the ordinary course of business or in full under the Plan.  The
Company expects the reorganization, which is subject to the
completion of definitive documentation and regulatory approval, to
be completed early in the second quarter of 2018.

Under the RSA announced on Nov. 28, certain funds and accounts
managed by Cerberus and TCW will convert a portion of their claims
under the financing agreement in consideration for 100% of the new
equity to be issued in Patriot National and the Subsidiaries under
the Plan.  All existing equity interests in Patriot National and
the Subsidiaries will be extinguished, and Patriot National will no
longer have any affiliation with its founder and former CEO Steven
Mariano, who resigned earlier this year.

"[This] marks a significant milestone for Patriot National as we
look to reduce our debt, significantly improve our liquidity and
financial condition, and improve our ability to service our loyal
customers," said John Rearer, CEO of Patriot National.  "In taking
the measured, strategic step to recapitalize through a Chapter 11
process, we are partnering with strong financial and operational
partners who can provide us with the resources and expertise to
move forward. We are recommitting ourselves to our customers and
will ensure that they continue to receive the same high level of
service they have come to expect under all current agreements."

                     About Patriot National

Patriot National, Inc. -- http://www.patnat.com/-- is a national
provider of comprehensive technology and outsourcing solutions that
help insurance companies and employers mitigate risk, comply with
complex regulations and save time and money.  Patriot National
provides general agency services, technology outsourcing, software
solutions, specialty underwriting and policyholder services, claims
administration services, and self-funded health plans to its
insurance carrier clients, employers and other clients.  Patriot
National is headquartered in Fort Lauderdale, Florida.


PATTINIS LLC: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Pattinis LLC as of Dec. 7,
according to a court docket.

                        About Pattinis LLC

Pattinis LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-09138) on Oct. 30, 2017.  At the
time of the filing, the Debtor disclosed that it had estimated
assets of less than $50,000 and liabilities of less than $500,000.
Buddy D. Ford, Esq., and Jonathan A. Semach, Esq., at Buddy D. Ford
P.A. serve as the Debtor's bankruptcy counsel.


PHOENIX SERVICES: S&P Places 'B' CCR on Watch Neg on Acquisition
----------------------------------------------------------------
S&P Global Ratings placed its ratings on Phoenix Services
International LLC, including its 'B' corporate credit rating, on
CreditWatch with negative implications.

At the same time, S&P withdrew its issue-level ratings on the
company's proposed $425 million first-lien term loan due 2024, $140
million second-lien term loan due 2025, and $50 million revolving
credit facility due 2022 at the issuer's request, due to the
cancelled refinancing.

On Dec. 8, 2017, Phoenix Services announced that it has entered
into a definitive agreement to be acquired by an undisclosed buyer
and amount. The transaction is expected to close during the first
quarter of 2018. Even so, the details of the transaction, including
the pro forma capital structure and ownership are still emerging.

S&P said, "On Nov. 28, we revised the outlook on Phoenix Services
to stable from negative based on a refinancing plan that has now
been cancelled in light of the proposed sale of the company. While
we recognize that the refinancing could occur, we do not currently
have a definitive indication that it will occur, and as such we
could still lower the rating if the refinancing is not effected in
the coming months. As of Sept. 30, 2017, fully adjusted debt
leverage was 4.6x. For a more complete view on our credit opinion
of Phoenix Services, please see our research update published Nov
28, 2017.

"We are placing our ratings on CreditWatch with negative
implications. This highlights the uncertainty around financial
policies of the new owners, capital structure, and refinancing risk
associated with its $371 million term loan due June 2019.

"We will resolve the CreditWatch upon closing of the transaction,
which the company expects will occur at the end of the first
quarter of 2018. In resolving the CreditWatch, we could affirm or
lower the corporate credit rating. We will consider the financial
policies of the new owners, pro forma capital structure, and the
plans to refinance the $371 million term loan due June 2019."


R & A PROPERTIES: QTC Buying Des Moines Property for $200K
----------------------------------------------------------
R & A Properties, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Iowa to authorize the sale of undeveloped real
estate it owned legally described as Lots 2 and 3 Corrells Acres
Plots, Plat 2 and locally known as 1711 Euclid Avenue, Des Moines,
Iowa, and all fixtures and improvements thereon, to QTC
Investments, LLC for $200,000.

Included as property of the estate in the Chapter 11 proceeding is
the 1711.  Following the prior disposition as approved by the Court
of another parcel of real estate that was owned by the Debtor at
the commandment of the case, 1711 represents the principal asset of
the Debtor's remaining bankruptcy estate and the Debtor intends to
use proceeds from the sale of the 1711, as well as other monies
received by the Debtor during the pendency of the Chapter 11
proceeding, to fund a Plan of Liquidation, and to make distribution
to the creditors of the estate, as such claims are allowed by the
Court.

On Nov. 8, 2017 the Debtor received a written offer in the form of
a Purchase Agreement: Commercial Property from QTC Investments, LLC
to purchase 1711 and all fixtures and improvements thereon for the
purchase price of $200,000.  The Debtor accepted the Purchase
Agreement, subject to the Court's approval, on Nov. 22, 2017.

The parties have agreed that a sale of the improvements will
include a sale of a billboard erected on 1711, and will also
necessarily include an assignment of the Debtor's rights under that
certain Lease entered into by the Debtor and Clear Channel Outdoor
concerning Clear Channel Outdoor's lease of the billboard erected
on 1711, pursuant to that Lease identified on the Debtor's Amended
Schedule G previously filed.  As a part of the sale of 1711, the
Debtor asks the Court to authorize it to assign rights arising
under the Lease with Clear Channel Outdoor to QTC.

The Debtor believes the Purchase Agreement, and the proposed
purchase of 1711 and assignment of the attendant lease rights to
QTC for the amount of $200,000reflects the current market value of
1711 and the attendant lease rights, and that it is in the best
interests of the estate for 1711 and the attendant lease rights to
be sold to QTC under the terms and conditions as set forth in the
Purchase Agreement.

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

     http://bankrupt.com/misc/R&A_Properties_54_Sales.pdf

The only claims attaching to 1711 are claims held by Polk County,
Iowa for real estate taxes on 1711 for the current tax year, which
will be paid by the Debtor from the sale proceeds at closing as a
condition of QTC's purchase of 1711. A print out from the ite
maintained by the Polk County Treasurer set the amount owing for
the current year real estate taxes on 1711 to be $2,282.

The Debtor retained NAI NAI Optimum to assist it in marketing and
selling 1711.  The Application indicated that NAI would be paid a
commission fee of up to 6% for its services as real estate broker
marketing 1711.  The Purchase Agreement concerns an offer to
purchase 1711 by QTC which was procured by NAI acting in its duties
as real estate broker of the Debtor.  The Debtor asks permission to
pay a commission of 6% or $12,000 to NAI as payment in full of its
commission relative to the Purchase Agreement.

The Debtor is in the process of retaining real estate counsel to
assist the Debtor in title work and other legal services related to
the closing of the sale transaction reflected by the Purchase
Agreement and will file a separate application to retain real
estate counsel, and asks authority to pay such counsel's standard
fee for real estate title and closing services at closing of the
proposed transaction.

The balance of the proceeds received by the Debtor from the sale of
1711, after payment of the professional fees awarded to NAI and the
payment of real estate taxes and payment of any other closing costs
or other professional fees approved by the Court will be held by
the Debtor in its DIP bank account pending further Order of the
Court or confirmation of a Chapter 11 plan propounded by the
Debtor.

The Purchaser:

          QTC INVESTMENTS, LLC
          1704 E. Euclid Ave.
          Des Moines, IA 50313

Clear Channel can be reached at:

          CLEAR CHANNEL OUTDOOR
          4131 109th Street
          Urbandale, IA 50322
          Attn: Tim Jameson

                     About R & A Properties

Based in Urbandale, Iowa, R & A Properties Inc. listed its business
as a single-asset real estate.  The Company has a fee simple
interest in certain properties in Des Moines.

R & A Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Iowa Case No. 17-01000) on May 22,
2017.  Robert J. Colosimo, its treasurer and director, signed the
petition.

At the time of the filing, the Debtor disclosed $192,307 in assets
and $2.54 million in liabilities.

On Nov. 6, 2017, the Court appointed NAI Optimum as the Debtor's
Real Estate Broker.


RENT RITE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Rent Rite SuperKegs West Ltd.
           dba Wright Group Event Services
        1400 Yosemite Street
        Denver, CO 80220

Type of Business: Headquartered in Denver, Colorado,
                  Rent Rite SuperKegs West Ltd. leases
                  warehouse space to tenants.  The Debtor owns
                  a warehouse building located at 3850 to 3900
                  E. 48th Avenue, Denver, Colorado.  The
                  company previously filed a Chapter 11 case
                  on Oct. 18, 2012 (Bankr. D. Colo. Case No.
                  12-31592).

Chapter 11 Petition Date: December 11, 2017

Case No.: 17-21236

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

Judge: Hon. Thomas B. McNamara

Debtor's Counsel: Jeffrey Weinman, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: 303-572-1010
                  E-mail: jweinman@epitrustee.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas S. Wright, president.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:

         http://bankrupt.com/misc/cob17-21236_creditors.pdf

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

             http://bankrupt.com/misc/cob17-21236.pdf


RESIDENTIAL CAPITAL: Declares Eighth Cash Distribution
------------------------------------------------------
The ResCap Liquidating Trust on Dec. 4, 2017, disclosed that its
Board of Trustees has declared a cash distribution of $1.0112 per
unit to holders of units of beneficial interest in the Trust,
totaling $100 million (including the distribution made on account
of units in the Disputed Claims Reserve).  The distribution will be
paid on December 29, 2017 to unit holders of record as of the close
of business on December 14, 2017.

The entire distribution of $1.0112 per unit will consist of Trust
income that the Trust believes is U.S. source income subject to
U.S. federal withholding tax to the extent allocable to unit
holders that are not U.S persons (or in certain circumstances do
not otherwise establish their status as U.S. persons under
applicable rules).  Because the Trust does not have the necessary
information concerning the identity and tax status of its unit
holders, the Trust will distribute the gross amount of the
distribution to brokers (through DTC) and anticipates that the
required tax withholding will be effected by U.S. brokers (or other
nominees), who should treat the entire distribution of $1.0112 per
unit as U.S. source income subject to federal withholding.  As a
result, the Trust anticipates that unit holders subject to
withholding will receive a distribution net of the required
withholding.

Unit holders should consult their tax advisors with respect to the
tax treatment of the distribution.

                   About Residential Capital

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

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

ResCap disclosed $15.7 billion in assets and $15.3 billion in
liabilities at March 31, 2012.

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

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

ResCap sold most of the businesses for a combined $4.5 billion.

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

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

                          *     *     *

The ResCap Liquidating Trust was established in December 2013 under
the Second Amended Joint Chapter 11 Plan of Residential Capital,
LLC, et al., to liquidate and distribute assets of the debtors in
the ResCap bankruptcy case.  The Trust maintains a website at
http://www.rescapliquidatingtrust.com/, which Unitholders are
urged to consult, where Unitholders may obtain information
concerning the Trust, including current developments


RICHARD MERCER: Johns Buying Lexington Property for $228K
---------------------------------------------------------
Richard Mercer and Christine Mercer ask the U.S. Bankruptcy Court
for the District of Nevada to authorize the sale of real property
located at 167 Breezes Dr., Unit #30A, Lexington, South Carolina to
Michael D. Johns for $228,000.

The terms of said sale are set forth on the Contract of Sale
Residential.  The Property will be sold free and clear of all
liens.  The sale will result in payment of all commissions, fees,
escrow and title charges as customary.  The attorney's fees in the
amount of $4,181 will be paid from funds from the sale of the
house.

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

http://bankrupt.com/misc/RICHARD_MERCER_346_Sales.pdf

The proceeds due to the Debtors will be turned over to the attorney
for the Debtors in trust to be used to complete their Plan
obligations, including administrative, secured and unsecured debt.

Based upon the fact that the sale takes the Property from a 6%
investment property to a 4% investment property, a tax refund check
will be issued.  Said refund check will be mailed directly to the
Blair Cato Pickren Casterline, LLC who will disburse said refund
check back to the Seller and the Buyer accordingly.

The Debtors asks that the Court waives the 14-day appeals process
if there is no objection to the sale.

                About Richard and Christine Mercer

Richard Mercer and Christine Mercer sought Chapter 11 protection
(Bankr. D. Nev. Case No. 11-23178) on Aug. 19, 2011.  The Debtors'
Chapter 11 Plan was confirmed on July 26, 2013.

The Debtors' attorneys:

          THOMAS E. CROWE PROFESSIONAL
          Thomas E. Crowe, ESQ.
          2830 S. Jones Blvd., Suite 3
          Las Vegas, Nevada 89146


RIVER SPRINGS: Moody's Rates 2015/2017 Educational Bonds 'Ba1'
--------------------------------------------------------------
Moody's Investors Service has assigned an initial Ba1 and stable
outlook to River Springs Charter School (CA) Educational Facility
Revenue Bonds Series 2015A, 2017A and 2017B (Taxable). The bonds
are being issued by the California School Finance Authority on
behalf of River Springs Charter School, who will serve as Borrower
under a Loan Agreement with the Authority.

RATINGS RATIONALE

The Ba1 rating reflects River Springs sizeable and growing student
enrollment and favorable position as the largest charter school
within Riverside County, accounting for 29% of all charter school
students within the County. The rating takes into account the
school's improved financial performance following repayment of
short-term borrowing and growing revenue stream. The rating also
incorporates, however, the school's still relatively slim cash
balances, that do not yet meet the additional bonds test (ABT)
requirement of 90 days and debt service coverage levels that may
remain relatively narrow as the school approaches MADs in 2019.
Academic proficiency remains weak, but exceeds that of the County
overall as do high school graduation and college matriculation
rates. The rating is also based upon board financial and debt
policies that are not yet fully explicit and risks associated with
the school's second charter renewal, which must occur in 2018.

RATING OUTLOOK

The stable outlook reflects expectations for improved liquidity and
adequate debt service coverage levels supported by continued
enrollment growth and positive operating margins.

FACTORS THAT COULD LEAD TO AN UPGRADE

- Meaningful and sustained improvement in liquidity

- Improved and sustained debt service coverage levels through and

   following expected MADs in 2019

- Strengthened academic proficiency levels with continued student

   growth

FACTORS THAT COULD LEAD TO A DOWNGRADE

- Declines in enrollment or failure to meet projected growth
   levels

- Failure to increase liquidity to meet ABT levels

- Failure to improve debt service coverage levels to closer to 2x

   as anticipated

LEGAL SECURITY

The Series 2015A and 2017A and 2017B parity bonds are secured under
two separate loan agreements between the California School Finance
Authority and River Springs Charter School, Inc. as borrower.
Pursuant to the Indentures, the Authority has assigned all loan
repayments pursuant to the loan agreement to the Trustee for the
benefit of bondholders. Central to the security structure for the
bonds, and critical to the current rating level, is a state
intercept mechanism under which River Springs, pursuant to an
Intercept Notice, will direct California's State Controller to
intercept from state aid allocations, on a quarterly basis,
sufficient funds to pay debt service and related fees directly to
the Trustee.

Bonds are additionally secured by Deeds of Trust on the finance
facilities, with a mortgage interest in the Bear River and Temecula
Schools and a leasehold interest in the Flabob Airport school,
which operates on a ground lease from the airport running through
March 31, 2051, one year prior to final debt maturity in 2052.

USE OF PROCEEDS

The current issuance will fund three projects with $4.6 million
utilized for the installation of 12 modular classroom buildings and
improvements to an airplane hangar that will be utilized for the
school's Flabob Airport Preparatory Academy, with the remainder
providing take-out financing for leases and acquisition of the Bear
River and Temecula Student Centers.

PROFILE

River Springs Charter School operates under a countywide benefit
charter, providing a diverse offering of flexible classroom,
independent study and homeschool options. The school currently
serves 6,348 students of which 2,100 are homeschool and Keys
Independent Study students with the remainder enrolled in a variety
of combined classroom and independent study programs.

Methodology

The principal methodology used in this rating was US Charter
Schools published in September 2016.


ROBERT WHITE: $9K Sale of Fulfport Mobile Home to Crosswhite Okayed
-------------------------------------------------------------------
Judge Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Robert Joely White's
sale of mobile home located at 10530 Three Rivers Rd., Lot 171,
Gulfport, Mississippi to a friend of Southern Oaks Mobile Home
park's manager, John Crosswhite, Jr., for $9,000.

A hearing on the Motion was held on Dec. 7, 2017.

On Dec. 15, 2017, the Debtor will submit to the United States
Trustee for Region 5 a copy of the proposed sale contract that at
least discloses the sale price and the proposed buyer.

Any sale proceeds will be placed in the Debtor's UST authorized DIP
bank account and not disbursed until further order of the Court.
He will report on all transactions in his DIP bank account in his
monthly operating reports.

Pursuant to Fed. R. Bankr. P. 6004(f)(1), within seven days after
the sale closes, the Debtor will file with the Court a Report of
Sale with a copy of the settlement statement and/or bill of sale.

Robert Joely White sought Chapter 11 protection (Bankr. S.D. Miss.
Case No. 17-50600) on March 28, 2017.  The Debtor filed pro se.

The Debtor can be reached at:

          Robert Joely White
          19668 Eagle Cove
          Gulfport MS 39503
          Telephone: (228) 323-0692
          E-mail: joelywhite@yahoo.com


ROBERT WHITE: Sale of Mobile Home Located at 11520 Allen Road OK'd
------------------------------------------------------------------
Judge Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Robert Joely White's
sale of mobile home located at 11520 Allen Road Biloxi,
Mississippi.

A hearing on the Motion was held on Dec. 7, 2017.

On Dec. 15, 2017, the Debtor will submit to the United States
Trustee for Region 5 a copy of the proposed sale contract that at
least discloses the sale price and the proposed buyer.

Any sale proceeds will be placed in the Debtor's UST authorized DIP
bank account and not disbursed until further order of the Court.
He will report on all transactions in his DIP bank account in his
monthly operating reports.

Pursuant to Fed. R. Bankr. P. 6004(f)(1), within seven days after
the sale closes, the Debtor will file with the Court a Report of
Sale with a copy of the settlement statement and/or bill of sale.

Robert Joely White sought Chapter 11 protection (Bankr. S.D. Miss.
Case No. 17-50600) on March 28, 2017.  The Debtor filed pro se.

The Debtor can be reached at:

          Robert Joely White
          19668 Eagle Cove
          Gulfport MS 39503
          Telephone: (228) 323-0692
          E-mail: joelywhite@yahoo.com


ROOSTER ENERGY: Seeks Case Conversion to Liquidation Proceeding
---------------------------------------------------------------
BankruptcyData.com reported that Rooster Energy filed with the U.S.
Bankruptcy Court a motion to convert its Chapter 11 reorganization
case to a liquidation under Chapter 7. The motion explains, "The
Rooster Debtors have been unable to confect a Plan of
Reorganization and do not believe such is possible at this point.
Therefore, pursuant to the authority given the Rooster Debtors
under Section 1112(a) of the United States Bankruptcy Code, the
Rooster Debtors hereby move to convert their respective Chapter 11
cases to cases under Chapter 7 of this Title. Wherefore the Debtors
pray that this Court enter an Order converting these cases to cases
under Chapter 7 of this title." The Company also filed a motion
seeking expedited consideration of the conversion motion to the
extent that a hearing on the motion is necessary.

                     About Rooster Energy

Houston, Texas-based Rooster Energy Ltd. --
http://www.roosterenergyltd.com/-- is an integrated oil and
natural gas company with an exploration and production (E&P)
business and a downhole and subsea well intervention and plugging
and abandonment service business.  The Company's operations are
located in the state waters of Louisiana and the shallow waters of
the Gulf of Mexico, mature regions that have produced since 1936.

Rooster Energy, L.L.C., Rooster Energy Ltd., and five other
affiliates sought Chapter 11 protection (Bankr. W.D. La. Lead Case
No. 17-50705) on June 2, 2017.  Kenneth F. Tamplain, Jr., president
and chief executive officer, signed the petitions.

In its petition, Rooster Energy L.L.C. estimated $50 million to
$100 million in liabilities.

Jan M. Hayden, Esq., Lacey Rochester, Esq., Susan C. Mathews, Esq.,
and Daniel J. Ferretti, Esq., at Baker Donelson Bearman Caldwell &
Berkowitz, P.C., serve as bankruptcy counsel.  Opportune LLP has
been tapped as restructuring advisor.  Donlin Recano & Company,
Inc., serves as claims, noticing and solicitation agent.

On June 23, 2017, the U.S. Trustee appointed three creditors to
serve in the official committee of unsecured creditors of the
Rooster Petroleum case.

On June 22, 2017, the U.S. Trustee appointed two creditors to serve
in the official committee of unsecured creditors of the Cochon
Properties case.


ROSENBAUM FARM: Exclusive Plan Filing Period Moved to Jan. 12
-------------------------------------------------------------
Judge Paul M. Black the U.S. Bankruptcy Court for the Western
District of Virginia has extended the exclusive period in which
Rosenbaum Farm, LLC and Rosenbaum Feeder Cattle, LLC may file a
Chapter 11 Plan, and the period during which the Debtors have the
exclusive right to solicit acceptances of that plan, until January
12, 2018 and March 13, 2018, respectively.

The Troubled Company Reporter has previously reported that the
Debtors asked the Court to extend their exclusive period in which
to file a Chapter 11 Plan, and the period during which the Debtors
have the exclusive right to solicit acceptances on such plan by 91
days, until February 16, 2018 and April 17, 2018, respectively.

The Debtors said they are seeking exclusivity extensions to allow
time for them, their estates and their creditors to pursue an
orderly plan process. The Debtors asserted that they are not
seeking this extension to delay the process for some speculative
event or to pressure creditors to accede to a plan that is
unsatisfactory to them. Indeed, as represented at the status
hearing on October 5, 2017, the Debtors have been pursuing
reorganization in an effort to maximize the recovery to its
creditors.

The Debtors primarily needed an extension of the Exclusivity
Periods to continue negotiations with its secured lender, Farm
Credit of the Virginias, ACA, regarding additional financing to
support a plan of reorganization. The Debtors were hopeful that
they can reach an agreement with Farm Credit, but the Debtors
needed additional time to do so. As such, the Debtors told the
Court that this additional time is reasonable under the
circumstances.

The Debtors also believed that they have excellent prospects for
filing a confirmable plan with or without Farm Credit’s consent,
but they would prefer to have a consensual plan and have presented
Farm Credit with a proposal.

           About Rosenbaum Farm and Rosenbaum Feeder

Rosenbaum Farm, LLC and Rosenbaum Feeder Cattle, LLC own a hog
feedlot facility at 36000 Allison Lane, Glade Spring, Virginia.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Va. Case Nos. 17-70962 and 17-70963) on July 20,
2017.  William Todd Rosenbaum, its secretary and treasurer, signed
the petitions.

At the time of the filing, both Debtors disclosed that they had
estimated assets and liabilities of $1 million to $10 million.

Judge Paul M. Black presides over the cases.  The Debtors hired
Stoll Keenon Ogden PLLC as bankruptcy counsel, and Browning, Lamie
& Gifford, P.C., as local counsel. The Debtors hired Hicok, Fern &
Company CPAs as their accountant and financial advisor.


ROYAL COACHMAN: New Plan Modifies Treatment of Unsecured Creditors
------------------------------------------------------------------
Royal Coachman Mobile Home Park, LLC, filed with the U.S.
Bankruptcy Court for the Eastern District of Washington its first
amended disclosure statement referring to its chapter 11 plan of
reorganization.

Under this latest plan, holders of Class 13 General Unsecured
Claims will be paid in full out of Debtor's operating profits in
progressive monthly installments:

     1. the Debtor will pay $3,000 per month for 12 months. The
first payment will be made within 30 days after full payment to
classes numbered 1, 2, and 3;

     2. the Debtor will pay the sum of $5,500 per month for a
period of 24 months, with the first payment within 30 days of
completion of payment pursuant to number 1; and

     3. the Debtor will pay the sum of $6,500 per month until the
Class 13 allowed claims are paid in full. The first payment will be
made within 30 days of full payment pursuant to number 2.

The Debtor's Plan states that Debtor will use its best efforts to
become reasonably profitable through changes to its business plan,
including rent increases.

The Troubled Company Reporter previously reported that holders of
Class 13 General Unsecured Claims will be paid in full in
progressive monthly installments:

     1. the Debtor will pay $5,000 per month for 12 months.  The
first payment will be made within 30 days after full payment to
classes numbered 1, 2, and 3;
        
     2. the Debtor will pay the sum of $7,500 per month for a
period of 24 months, with the first payment within 30 days of
completion of payment pursuant to number 1; and

     3. the Debtor will pay the sum of $8,500 per month until the
Class 13 allowed claims are paid in full.  The first payment will
be made within 30 days of full payment pursuant to number 2.

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

     http://bankrupt.com/misc/waeb16-03109-11-213.pdf

                     About Royal Coachman

Royal Coachman Mobile Home Park, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No.
16-03109) on Oct. 3, 2016.  The petition was signed by Shannon
Hunter Burns, authorized representative.  

The Debtor is represented by Dan O'Rourke, Esq., at Southwell &
O'Rourke, P.S.

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


SCIQUEST INC: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned a 'B' corporate credit rating to
Morrisville, N.C.-based SciQuest Inc. The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to Jaggaer's first-lien senior secured
credit facilities, consisting of  a $25 million revolver due 2022
and a $385 million first-lien term loan due 2024. The '3' recovery
rating indicates our expectation for meaningful (50% to 70%;
rounded estimate: 50%) recovery in the event of a payment default."


The transaction, which will refinance Jaggaer's debt to partly fund
its acquisition of BravoSolution, is expected to close on Dec. 29,
2017, subject to customary closing conditions.

The rating on Jaggaer reflects the company's niche product
offerings focused on spend management and procurement solutions,
small scale relative to software peers, and historically weak cash
flow generation. Partly offsetting these risks are the company's
high recurring revenue stream, diversified customer base, and high
net recurring revenue retention. S&P said, "The rating also
incorporates our expectation of high pro-forma leverage, which we
expect to remain above 6x through 2018. Although the acquisition of
BravoSolution will initially depress Jaggaer's EBITDA margins in
2018, we expect margins for the combined company to trend higher in
2019."

Jaggaer provides a number of cloud-based business automation
solutions for spend management and procurement across a number of
verticals including higher education, life sciences, health care,
public sector, consumer packaged goods, manufacturing, retail, and
transportation. Jaggaer generates the majority of its revenues in
North America (82%), and the company's revenues are primarily
concentrated in the higher education (47%) and commercial (35%) end
markets.

Jaggaer has over 900 customers with the vast majority generating
more than $1 billion in revenue each. Jaggaer's solutions help
customers to reduce procurement spend, enhance auditability, and
mitigate risk through increased compliance. The company's full
product suite covers procurement, sourcing, contract life-cycle
management (buy-side), spend analysis, accounts payable invoicing,
services procurement, supplier network, and supplier risk and
performance management. BravoSolution, founded in 2000, is a
leading global end-to-end cloud-based technology and services
provider for the procurement function. The company provides a full
product suite to support end-to-end source-to-pay management with
revenues concentrated in the commercial end market, which consists
of construction and oil and gas, and also participates in the
public sector.

S&P views the agreement to acquire BravoSolution as improving
Jaggaer's competitive position as the acquisition will nearly
double the firm's revenue scale and will provide a complimentary
suite of products, as well as significantly greater diversification
across end markets and geographies. Furthermore, the acquisition
creates meaningful cross-selling opportunities, as Jaggaer's
strengths historically have been in the downstream segments (e.g.,
sourcing, spend analysis, and supplier risk management), compared
to BravoSolution's historical strength in the upstream segments of
spend management (e.g., goods procurement, services procurement,
and contract life-cycle management). These positives are partly
offset by BravoSolution's lower recurring revenue and shorter term
contracts of one to three years associated with the commercial
segment. The combined company will have a fairly well diversified
end market exposure, although exposure to higher education remains
high at approximately a quarter of revenue.

S&P said, "Our financial risk profile assessment reflects expected
pro forma leverage below 7x and an expectation for deleveraging
over the next 12 months primarily from margin expansion. Our
financial risk profile also reflects that Jaggaer will be able to
generate significant cash flows over subsequent reporting period."


S&P's base-case scenario assumes the following:

-- U.S. GDP growth of 2.2% in 2017 and 2.3% in 2018. We expect
mid-single-digit percentage growth from the software market over
the next 12 months.

-- Low-single-digit percentage pro forma revenue growth for
Jaggaer in 2017 and 2018.

-- Increasing EBITDA margins in 2017 and 2018.

-- Capital expenditures around 2.5% of sales (excluding
capitalized software development costs).

-- Acquisitions will be limited to smaller tuck-in transactions.

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

-- Pro forma adjusted debt to EBITDA of about 6.5x at Dec. 31,
2017, declining to the low-6x area in 2018.

-- Pro forma EBITDA interest coverage of 3x.

S&P said, "We view Jaggaer's liquidity to be adequate. For the next
12 months, sources are likely to exceed uses and we expect net
sources to remain positive, even if EBITDA declines by 15%."

Principal Liquidity Sources:

-- Cash and cash equivalents of approximately $11.5 million, pro
forma for the transaction.
-- $25 million revolving credit facility, limited by a springing
maximum net leverage covenant on the facility.

-- Cash funds from operations of approximately $35 million.

Principal Liquidity Uses:

-- Mandatory term loan amortization of approximately $3.9 million
annually.

-- Capital expenditures (excluding capitalized development costs)
of approximately $6 million.

S&P said, "Our stable outlook reflects our expectation that Jaggaer
will sustain leverage below 7x and successfully integrate
BravoSolution. We expect the combined company to generate
significant cash flows and leverage to decline primarily from
improving margins at BravoSolution. While we believe that there is
significant upside potential for Jaggaer to benefit from revenue
synergies from BravoSolution, we do see execution risk associated
with the realization of cost synergies.

"We could lower the rating if Jaggaer's leverage is sustained above
7x or if the company is not successful in integrating
BravoSolution, leading to a disruption of the business. An
inability to generate meaningful cash flows and EBITDA margins
could also lead to a downgrade.

"Although unlikely over the next 12 months, over the longer term we
would look to leverage sustained below 5x and greater revenue
diversity and scale as potential factors for an upgrade."


SEDGWICK INC: S&P Affirms 'B' ICR, Off CreditWatch
--------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term issuer credit
rating on Sedgwick Inc. and Sedgwick Claims Management Services
Inc. and removed the ratings from CreditWatch Negative, where they
were placed Dec. 6, 2017, following Sedgwick's announcement that it
entered into a purchase agreement to acquire Cunningham Lindsey, a
global loss-adjusting, claims-management, and risk-solutions
company.

S&P said, "At the same time, we assigned our 'B' debt rating to
Sedgwick's proposed incremental $735 million (fungible) first-lien
term loan due 2021, with a '3' recovery rating, indicating our
expectation of meaningful (rounded estimate: 65%) recovery in the
event of a payment default. We also assigned our 'CCC+' debt rating
to Sedgwick's proposed $200 million (nonfungible) second-lien term
loan due 2022, with a '6' recovery rating, indicating our
expectation of negligible (rounded estimate: 5%) recovery in the
event of a payment default.

"The stable outlook on Sedgwick Inc. reflects our expectation that
favorable U.S. employment conditions combined with the company's
high client retention, new client wins, and increased
product/service cross-selling will drive mid-single-digit revenue
growth, with revenues reaching close to $2.7 billion in 2018 and
$2.8 billion in 2019. Sedgwick's adjusted EBITDA margins in the
high double digits, blended with Cunningham Lindsey's adjusted
EBITDA margins in the low-to-mid double digits will yield combined
EBITDA margins in the 17%-18% range for 2018-2019. We expect the
company to use discretionary free cash flows of $80 million-$100
million in 2018-2019 for a mix of acquisitions and debt repayment,
leading to adjusted leverage of close to 7x by year-end 2018 and
6x-6.5x by year-end 2019. Adjusted EBITDA interest coverage will be
2x-2.5x in 2018-2019.

"We could lower our ratings during the next 12 months if Sedgwick's
credit profile were to deteriorate due to intense competitive
pressure, revenue and client losses, higher-than-expected operating
costs, acquisition/integration issues, and/or further meaningful
debt issuance. Key downgrade parameters could include
lower-than-expected earnings with adjusted EBITDA margins
approaching the low end of 10%-20%, higher sustained adjusted
leverage (above 8x) and/or lower sustained EBITDA interest coverage
(below 2x).

"Given the rating affirmation, we are unlikely to raise the rating
in the next 12 months. However, we would consider an upgrade beyond
this time frame if the company further grows and diversifies its
business and improves its EBITDA margins. In addition, we would
consider an upgrade if the company demonstrates a less-aggressive
financial policy with lower sustainable leverage (below 5x) and
higher EBITDA interest coverage (at the high end of 3x-4x).

"We are assigning our 'B' issue-level rating with a '3' recovery
rating (rounded estimate: 65%) to Sedgwick's proposed $735 million
incremental (fungible) first-lien term loan due 2021, and our
'CCC+' issue-level rating with a '6' recovery rating (rounded
estimate: 5%) to the proposed $200 million incremental
(nonfungible) second-lien term loan due 2022.

"We have valued the company on a going-concern basis using a 6x
multiple (at the high end of our general 5x-6x range for insurance
services companies) over our projected emergence EBITDA because of
Sedgwick's stronger business risk profile compared with most TPA
and health care services peers.

"Our simulated default scenario contemplates a payment default in
2020 arising from intense competition leading to client losses,
significantly lower revenue, and/or higher-than-expected operating
costs.

"We believe lenders would achieve the greatest recovery value
through reorganization rather than liquidation of the business.

"We assume that under the new capital structure, Cunningham
Lindsey's domestic subsidiaries will become guarantors of
Sedgwick's debt, while the foreign subsidiaries will be
nonguarantors (but with 65% equity pledges)."

-- Simulated year of default: 2020
-- EBITDA at emergence: $275 million
-- EBITDA multiple: 6x
-- Gross recovery value: $1.65 billion
-- Net recovery value for waterfall (after 5% administrative
expenses): $1.57 billion
-- Obligor/non-obligor split: 83%/17%
-- Total collateral value available: $1.47 billion
-- Value available to unsecured claims: $93 million
-- Total collateral value available to secured debt: $1.47
billion
-- Total first-lien debt: $2.22 billion
-- Total (collateral + deficiency) first-lien recovery: 50%-70%
(65% rounded estimate)
-- Implied recovery rating: '3'
-- Total collateral value available to second priority debt: $0.0
billion
-- Value available to unsecured claims: $93 million
-- Total second-lien debt: $870 million
-- Total unsecured claims: $1.6 billion
-- Total (collateral + deficiency) second-lien recovery: 0%-10%
(5% rounded estimate)
-- Implied recovery rating: '6'


SHIBATA FLORAL: Has Court's Interim Nod to Use Cash Collateral
--------------------------------------------------------------
The Hon. Dennis Montali of the U.S. Bankruptcy Court for the
Northern District of California has authorized on an interim basis
Shibata Floral Company to use cash collateral.

A final hearing on the Debtor's cash collateral use will be set a
future date.

The Debtor is authorized to pay prepetition payroll for services
rendered post-petition.

A copy of the Order is available at:

          http://bankrupt.com/misc/canb17-31143-18.pdf

                      About Shibata Floral

Headquartered in San Francisco, California, Shibata Floral Company
-- http://www.shibatafc.com-- is a family owned and operated
wholesale floral and floral supply distributor servicing the West
Coast since 1921.  Started as a rose grower, it expanded into
carnation growing, chrysanthemum propagation and floral supplies.
Shibata Floral has now evolved into a multifaceted distribution
business offering thousands of floral related products from all
over the world through its locations in the San Francisco, Los
Angeles and Portland flower markets.  

Shibata Floral Company filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Calif. Case No. 17-31143) on Nov. 13, 2017, estimating
its assets at between $500,000 and $1 million and its liabilities
at between $1 million and $10 million.  Eric L. Shibata, president,
signed the petition.

Judge Dennis Montali presides over the case.

Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes, Kuhner &
Little P.C., serves as the Debtor's bankruptcy counsel.


SOUTH POLLING: $442K Sale of Harwood Property to Riveras Approved
-----------------------------------------------------------------
Judge Nancy V. Alquist of the U.S. Bankruptcy Court for the
District of Maryland authorized South Polling, LLC's sale of the
real property commonly known as 4828 South Polling House Road,
Harwood, Maryland, together with the improvements located on it, to
Keisha Santa Rivera and Ricardo Alvarado Rivera for $442,000.

The sale is free and clear of all liens, claims, encumbrances and
interests, with any liens on the Properties to attach to the
proceeds of the sale.

Notwithstanding Bankruptcy Rules 4001 and 6004, the Order will be
effective and enforceable immediately upon entry and its provisions
will be self-executing.  In the absence of any person or entity
obtaining a stay pending appeal, the Debtor and the Sales Agent are
free to perform in accordance with the Motion.

                      About South Polling

South Polling, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-21695) on Aug. 31, 2016.
The petition was signed by Jesse Self, managing member.

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

The Debtor is represented by McNamee Hosea Jernigan Kim Greenan &
Lynch, P.A.

The Court appointed Wayson Group Coldwell Banker Residential
Brokerage as the Debtor's broker on May 31, 2017.


SPEED LUBE: Suits U Buying Peoria Property for $245K
----------------------------------------------------
Speed Lube, LLC, asks the U.S. Bankruptcy Court for the Southern
District of Illinois to authorize the sale of real property located
at 703, 705, 707 and 709 N. Western Avenue, Peoria, Illinois to
Suits U Realty, LLC for $245,000.

The Debtor commenced the case to facilitate an orderly liquidation
of its assets, which consist of real estate and improvements at 21
of its former retail locations, a subdivision in Pocahontas,
Illinois, and a home in Edwardsville, Illinois.  One of the
properties the Debtor owns is the Property.  

The Property is subject to a first mortgage lien in favor of
Prairie State Bank and Trust.  As of July 14, 2017, the amount due
and owing to Prairie State and secured by the Property was
$113,602, plus additional accruing interest, costs, expenses and
attorney fees to the extent permitted under Section 506 of the
United States Bankruptcy Code.  However, the mortgage under which
Prairie State asserts a lien against the Property includes a
"future advance" clause, under which Prairie State asserts a right
to payment in the aggregate sum of $194,833.

The Debtor has negotiated a sale of the Property to the Purchaser
for the sum of $245,000, with $5,000 earnest money, according to
the terms of a certain Real Estate Purchase Agreement.  The Debtor
proposes to sell the Property free of liens claims and
encumbrances.

From the proceeds of the sale, the Debtor will pay all applicable
prepetition commissions from the proceeds of sale, other applicable
closing costs, and (d) Prairie State of the net proceeds of sale at
the time of closing.

In addition to the foregoing, prior to commencement of the Chapter
11 case, the Debtor engaged the services of Maloof Commercial Real
Estate Co. as real estate broker with respect to the Property.
Under the terms of that engagement, the Broker is entitled to a
commission equal to 6% of the sale price for the Property.  The
Broker procured the Purchaser and the Agreement, and, therefore, is
entitled to payment of a commission equal to 6% of the sale price
of the Property.

The sale of the Property will substantially reduce the Debtor's
secured debts and make possible the potential for sums to be
available to unsecured creditors.  

The Purchaser:

          Gary Grewe
          Bill Appelbaum
          SUITS U REALTY, LLC
          c/o G. J. Grewe Brokerage &
          Development, LLC
          9109 Watson Road, 4th Floor
          St. Louis, MO 63126
          Telephone: (314) 962-6300
          E-mail: gary@GJGrewe.com

                        About Speed Lube

Speed Lube, LLC, is an oil change services provider based in
Pocahontas, Illinois.  Historically, Speed Lube operated a chain of
low cost oil change centers throughout Illinois, Missouri and in
surrounding states.  At one time, it owned and operated in excess
of 30 such retail locations.

Speed Lube sought Chapter 11 protection (Bankr. S.D. Ill. Case No.
17-30894) on June 7, 2017.  The petition was signed by Steven
Dugan, one of the Debtor's managers.  The Debtor estimated assets
and liabilities in the range of $1 million to $10 million.  The
case is assigned to Judge Laura K. Grandy.  The Debtor tapped
Steven M Wallace, Esq., at Heplebroom, LLC, as counsel.

The Debtor can be reached:

          SPEED LUBE, LLC
          408 Johnson St.
          Pocahontas, IL 62275


STANDARD INDUSTRIES: Moody's Rates New Unsec. Notes Due 2028 Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Standard
Industries Inc.'s proposed senior unsecured notes due 2028.
Proceeds from these notes will be used to redeem company's existing
5.125% $500 million senior unsecured notes due 2021, at which time
the rating for this debt will be withdrawn. The balance of
proceeds, after paying tender/make whole premium, accrued interest,
and related fees and expenses, will increase cash on hand for
general corporate purposes. Moody's expect the proposed notes to
have similar terms and conditions as company's existing Ba2 rated
senior unsecured notes, ranking pari-passu to each other in a
recovery scenario. Additionally, Moody's affirmed Standard's Ba2
Corporate Family Rating and its Ba2-PD Probability of Default
Rating. The rating outlook is stable.

In related rating action, Moody's withdrew the corporate family
rating, probability of default rating, and rating outlook assigned
to BMI Group Holdings UK Limited. Standard combined Braas Monier
and Icopal Holding ApS into BMI Group Holdings UK Limited ("BMI"),
its indirect, wholly-owned European holding subsidiary. BMBG Bond
Finance S.C.A., issuer of EUR435 million senior secured notes due
06/15/2021, is an indirect, wholly-owned, holding subsidiary of
Standard Industries. Ba2 rating assigned to these notes is not
impacted. The following ratings are affected by this action:

Assignments:

Issuer: Standard Industries Inc.

-- Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4)

Outlook Actions:

Issuer: BMI Group Holdings UK Limited

-- Outlook, Changed To Rating Withdrawn From Stable

Issuer: Standard Industries Inc.

-- Outlook, Remains Stable

Affirmations:

Issuer: Standard Industries Inc.

-- Probability of Default Rating, Affirmed Ba2-PD

-- Corporate Family Rating, Affirmed Ba2

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD4)

Withdrawals:

Issuer: BMI Group Holdings UK Limited

-- Probability of Default Rating, Withdrawn, previously rated
    Ba2-PD

-- Corporate Family Rating, Withdrawn, previously rated Ba2

RATINGS RATIONALE

Moody's views anticipated lower pricing and maturity date extension
for the notes as credit positives, though absolute levels of cash
interest payments will increase moderately due to higher debt
balances. Additional cash on hand adds to company's liquidity
profile. Moody's calculates pro forma interest coverage
approximating 3.4x for LTM 3Q17 and debt leverage of around 4.0x at
October 1, 2017. Moody's calculations include standard adjustments
for operating leases and pension liabilities, in addition to
full-year earnings and assumption of related debt and pension
obligations from Braas Monier Building Group S.A. ("Braas Monier"),
acquired in May 2017.

However, Standard's debt leverage characteristics currently pose
the greatest credit challenge, which is a direct result of the
debt-financed acquisition of Icopal Holding ApS in April 2016, and
partially debt-financed acquisition of Braas Monier. Upon closing
the proposed notes issuance, balance sheet debt will total about
$4.5 billion. Braas Monier has sizeable pension liabilities,
totaling $425 million at FYE15 (last date at which this pension
liability is publicly disclosed). Standard's total adjusted balance
is about $5.2 billion pro forma at 3Q17, a sizeable increase from
$2.4 billion at FYE15. Net cash interest payments will exceed
slightly $225 million per year. Standard has a debt structure (six
long-term notes) that does not lend itself well to deleveraging.
Moody's believe the company would not want to pay sizeable premium
to exercise early repayment. Hence, Standard must continue to grow
its earnings in order to improve key debt credit metrics.

Standard's liquidity profile, a key credit strength, providing a
significant offset to its debt leveraged capital structure. Moody's
believe the company is committed to maintaining substantial
liquidity at all times. Standard will generate free cash throughout
the year. Cash on hand is sizeable with most located in the U.S.
Moody's analysis considers potential future dividends to G-I
Holdings Inc., Standard's indirect parent holding company. Moody's
believe ownership will continue to monetize its investment in
Standard to the extent the company generates sufficient earnings
and cash flow to support these dividends. Liquidity is supported
further by its $650 million asset-based revolving credit facility
expiring in 2020. Moody's project Standard having full access,
since it has cash to make up for the lack of eligible receivables
and inventory. Due to large net cash balances, Moody's do not
anticipate utilization of the revolver over the next year. Standard
has good alternate sources of liquidity, since its domestic
long-term assets and most of Icopal's assets are unencumbered.

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

Standard Industries Inc., headquartered in Parsippany, NJ,
manufactures and sells residential and commercial roofing and
waterproofing products, insulation products, aggregates, specialty
construction and other products. Its building products businesses
collectively represent the world's largest manufacturer and
marketer of roofing products and accessories with operations
primarily in North America and Europe. Annualized revenues
approximate $5.6 billion. Standard Industries is privately-owned
and does not disclose publicly available financial information.


STEINWAY MUSICAL: S&P Alters Outlook to Stable & Affirms 'B-' CCR
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Steinway Musical Instruments Inc. and revised the outlook to stable
from negative.

S&P said, "At the same time, we affirmed our 'B-' issue-level
rating on the company's $305 million first-lien term loan that
matures in September 2019. The recovery rating remains '3'
indicating our expectations for a meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of payment default. Total
reported debt outstanding as of Sept. 30, 2017 was $314.6
million."

The outlook revision to stable from negative on Steinway Musical
Instruments reflects the successful extension of its $75 million
ABL facility from September 2018 to April 2019 as well as the
overall improved operational performance over the past several
quarters.

The stable outlook reflects S&P Global's view that Steinway will
sustain its recent operational improvements over the next 12 months
as the company continues to expand its retail showroom strategy,
which has resulted in lower advertising expense and top line
growth, with further store openings occurring through 2018.

S&P said, "We could revise the outlook to negative if the company
is not successful at completing a refinancing of its entire capital
structure, including its $75 million ABL and $305 million first
lien term loan, over the next several quarters.  We could also
revise the outlook to negative if leverage increases meaningfully,
free cash flow is negative, or covenant cushion falls below 10%.

"We could raise our rating over the next six months if the company
launches a roughly leverage neutral refinancing of its entire
capital structure and we believe it will successfully extend the
maturity dates and increase forecasted covenant cushion beyond 15%.
The upgrade would also be predicated upon the company sustaining
its recent operational improvements including maintaining annual
free operating cash flow of over $10 million."


SUNBURST FARMS: Simon Buckner Replaces Bill Vernon in Committee
---------------------------------------------------------------
Samuel K. Crocker, U.S. Trustee for the District of Kansas, on Dec.
7 appointed Simon "Chip" Buckner in place of Bill Vernon, on behalf
of Bartlett Grain Co. LP, as member of the Official Committee of
Unsecured Creditors in the Chapter 11 case of Sunburst Farms
Partnership.

As reported by The Troubled Company Reporter on Sept. 25, 2017, the
U.S. Trustee on Sept. 20 appointed Rick Williamson of L & N Pump,
Inc., as new member of the Committee.

The Committee now consists of these five individuals who have
indicated a willingness to serve as members of the committee:  

     (1) Simon "Chip" Buckner
         Bartlett Grain Co. LP
         4900 Main Street, Suite 1200
         Kansas City, MO 64112
         E-mail: S.Buckner@bartlett-grain.com

     (2) Ab Smith
         Stockholm Grain, LLC
         P.O. Box 547
         Sharon Springs, KS 67758
         E-mail: sorccoro@hotmail.com

     (3) Nina Sipes
         Sipes Seed Sales, Inc.
         12894 S. RDX
         Manter, KS 67862
         E-mail: epic@pld.com

     (4) John Lawrence
         Poole Chemical Co, Inc.
         111 N. 1st
         Texline, TX 79087
         E-mail: jlawrence@poolechemical.com

     (5) Rick Williamson
         L & N Pump, Inc.
         P.O. Box 504
         Johnson, KS 67855
         E-mail: pump1977@hotmail.com

                      About Sunburst Farms

Sunburst Farms Partnership is engaged in wheat and feed sorghum
production.  The principal place of business of Sunburst Farms is
116 W Greeley, Tribune, Kansas 67879.

Sunburst Farms filed for Chapter 11 bankruptcy protection (Bankr.
D. Kan. Case No. 17-11389) on July 19, 2017, disclosing $4.29
million in total assets and $6.60 million in total liabilities.
The petition was signed by Carol Bloesser, president of Western
Plains, the Debtor's general partner.

Judge Robert E. Nugent presides over the case.

David P. Eron, Esq., at Eron Law, P.A., serves as the Debtor's
bankruptcy counsel.  K.Coe Isom, LLC, is the Debtor's accountant.

An official committee of unsecured creditors has been appointed in
the Chapter 11 case of Sunburst Farms Partnership.  The Committee
retained Arst & Arst, PA as counsel.


T3M INC: Reopens Under New Ownership & Management
-------------------------------------------------
T3 Holdings, Inc., d/b/a T3 Motion, Inc., on Nov. 30, 2017,
announced its acquisition of the former operations of T3M, Inc.,
under a final order of the United States Bankruptcy Court, Central
District of California, whereas T3 Holdings, Inc., acquired
essentially all of the assets of the debtor T3MI.  The final order
of the court was entered on November 27, 2017.

T3 Motion, originally founded in 2006, pioneered and patented the
design of the 3 Wheel Electric Standup Vehicle, used throughout law
enforcement and commercial security operations worldwide.  To date,
T3's are in use by more than 350 domestic and international law
enforcement agencies including approximately 50 of the world's
largest international airports.

Under the company's new ownership, T3 Motion, has evolved into a
well-capitalized, debt free, private operating company with its
manufacturing headquarters located in Ontario, CA, and with a
wholly owned Chinese subsidiary, operating in China, building a
modified version of its domestic T3 Patroller(TM) Series vehicle
for distribution throughout Asia.

All U.S. and international customers, outside of Asia, will
continue to receive vehicles built exclusively in the United States
following the company's long-term commitment to "Made in America."
The company is also aggressively pursuing its enforcement rights of
its large intellectual property portfolio, to stop the unauthorized
and illegal manufacturing of Chinese cloned vehicles which have
been being offered for sale in mainland China and in some regions
of the United States, by previous employees of the company.

T3 Motion, under the management of industry leading professionals,
will continue to focus its efforts on providing the highest quality
service in the industry, as well as the expansion of the company's
leading-edge technologies, into numerous new markets, including the
expanding recreational vehicle market.

T3 Motion, as the dominant global manufacturer of Electric Standup
Vehicle Technology with an estimated 84% market share, continues to
lead the market with its iconic T3 Patroller(TM) and new T3
Vision(TM) Series vehicles which have been designed and field
tested for more than a decade.  When it comes to meeting the
demands and harsh environments of governmental law enforcement,
campus and professional security and patrol operations, clearly, T3
has established itself as the vehicle platform of choice for both
indoor and outdoor applications.

                        About T3M Inc.

Founded in 2006 in Costa Mesa, California, and previously known as
T3 Motion, Inc., T3M Inc. designs, manufactures and markets
personal mobility vehicles powered by electric motors to the
professional and consumer markets.  Its initial product is the T3
Series, a three wheel, electric stand-up vehicle powered by a
quiet, zero-gas emission electric motor that is designed
specifically for public and private security personnel.

T3M Inc. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 17-14082) on May 15, 2017.  Mi "Michael"
Zhang, president, signed the petition.  The Debtor estimated assets
and debt at $1 million to $10 million as of the bankruptcy filing.

Judge Scott H. Yun presides over the case.

Aram Ordubegian, Esq., and M. Douglas Flahaut, Esq., at Arent Fox
LLP, serve as the Debtor's legal counsel.  LKP Global Law LLP is
the Debtor's special litigation counsel.


TEXAS SEMI TRUCK: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Texas Semi Truck Sales, LLC, as
of Dec. 7, according to a court docket.

                 About Texas Semi Truck Sales

Based in New Braunfels, Texas, Texas Semi Truck Sales, LLC dba
Johnny Macs Truck and RV Wash operates a truck wash business.  It
is a small business debtor as defined in 11 U.S.C. Section
101(51D).  The Debtor filed for Chapter 11 bankruptcy protection
(Bankr. Dec. 4, 2017), estimating their assets at between $1
million and $10 million and their debts at between $500,000 and $1
million.  The petition was signed by Robert Heggy, general
manager.

Judge Marvin Isgur presides over the case.

Reese W Baker, Esq., at Baker & Associates serves as the Debtor's
bankruptcy counsel.

The Debtor estimated its assets at between $1 million and $10
million and its debts at between $500,000 and $1 million.  The
petition was signed by Robert Heggy, general manager.


TOYS "R" US: Committee Taps JND as Information Services Agent
-------------------------------------------------------------
The official committee of unsecured creditors of Toys "R" Us, Inc.
seeks approval from the U.S. Bankruptcy Court for the Eastern
District of Virginia to hire JND Corporate Restructuring as
information services agent.

The firm will assist the committee in establishing and maintaining
a website to provide creditors with access to information; and will
maintain a telephone number and electronic mail address for
creditors to submit questions and comments regarding the Debtors
and their Chapter 11 cases.

The firm's hourly rates are:

                                Standard          Discounted
                            Hourly Rates        Hourly Rates
                            ------------        ------------
     Clerical                  $35 – $55     $26.25 – $41.25
     Case Assistant            $65 – $85     $48.75 – $63.75
     IT Manager                $75 – $95     $56.25 – $71.25
     Case Consultant          $85 – $135    $63.75 – $101.25
     Sr. Case Consultant     $145 – $165   $108.75 – $123.75
     Case Director           $175 – $195   $131.25 – $146.25

Travis Vandell, chief executive officer of JND, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

JND can be reached through:

     Travis K. Vandell
     JND Corporate Restructuring
     8269 E. 23rd Avenue, Suite 275
     Denver, CO 80238
     Phone: 1-800-207-7160
     Email: Info@JNDLA.com

                       About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area.  Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.

Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.  In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice.  The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel.  Kutak Rock
LLP serves as co-counsel.  Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker.  It hired Prime Clerk LLC as
claims and noticing agent.  A&G Realty Partners, LLC, serves as its
real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.  The committee hired
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.


TRIDENT BRANDS: Appoints New CFO Following Browne's Resignation
---------------------------------------------------------------
Effective Dec. 6, 2017 Mr. Michael Browne resigned as chief
financial officer and Treasurer of Trident Brands Inc.  Mr.
Browne's resignation did not result from any disagreement with the
Company regarding the Company's operations, policies, practices, or
otherwise, Trident disclosed in a Form 8-K filed with the
Securities and Exchange Commission.  In light of the resignation,
Mark Holcombe, the Company's president and director, was appointed
to serve as chief financial officer.

                Appointment of Other Officers
  
Effective Dec. 1, 2017 the Company's Board of Directors appointed
Mr. Brian Rola as vice-president of Trident and general manager of
its wholly owned subsidiary, Trident Sports Nutrition Inc., and Mr.
Nick Pili as vice-president of Trident and general manager of its
wholly owned subsidiary, Brain Armor Inc.

Nick Pili is an executive with a successful track record of
managing business units, product launches and technology
applications.  From 2007 to 2010, Mr. Pili served as a digital
business director for video game maker SEGA, during which time he
was responsible for SEGA's online business in Europe and for the
launch of PLAYSEGA, an innovative digital gaming platform.  In
2010, he founded Vanquish Corporation LLC, a firm specializing in
digital marketing, e-commerce, and related business and sales
development services to commercial brands.  Mr. Pili is also a
founder and co-creator of several e-commerce and social
media-platforms, including www.businessesforsale.com,
www.activities.co, and www.jetshare.co.  He has extensive
experience in the production of digital content, video game, and
web & mobile applications, and has managed the development and
launch of over 1000 websites and e-commerce platforms, and numerous
online games, and mobile & tablet applications.  Mr. Pili holds a
Higher National Diploma in Business Enterprise and completed
advanced studies in corporate finance at Queens University of
Charlotte.

Brian Rola is a sales executive with over 23 years of hands-on
leadership experience directing sales, private label, trade
marketing, and customer service functions for some of the top
consumer products manufacturing and food, drug, and cosmetics sales
brokerage companies in the United States.  He has served as
vice-president sales and marketing of Universal Nutrients LLC
(2014-2016) and of the Greenwood Group (2012-2014), and as
vice-president sales of The Mentholatum Company (2006-2012).

Brian has developed a deep network of relationships at all levels
of retail, within various trade organizations and manufactures in
the over-the-counter pharmaceutical and dietary supplement
industries.  He holds a Bachelor of Science in Finance from the
Rochester Institute of Technology.

            Equity Conversion with Brain Armor Inc.

During fiscal 2016 and 2017, Trident advanced approximately
$478,539 and $886,999, respectively, in working capital loans with
an interest rate of 6% per annum to its 85% owned and controlled
subsidiary, Bran Armor Inc.  As at Dec. 1, 2017 Brain Armor owed an
aggregate of approximately $1,394,251 to the Company in respect of
the advances.  On Dec. 1, 2017, the boards of directors of Trident
and Brain Armor approved the settlement of the inter-company debt
by the issuance to Trident of 1,859,001 common shares of Brain
Armor at the price of $0.75 per share.   As a result of the
settlement, Trident now owns approximately 94.82% of Brain Armor's
issued and outstanding securities.

                 Executive Compensation Update

Trident Brands Inc.

On Dec. 6, 2017, Trident Brand's Board of Directors authorized the
issuance to its members and management stock options to purchase up
to 2,615,000 share of its common stock.  1,307,500 of the options
vest upon issuance and are exercisable for up to five years at
$0.85 per share, while the remaining 1,307,500 will vest 12 months
following issuance and be exercisable for up to five years at $1.00
per share.  The Options were issued pursuant to the Company's 2013
Stock Option Plan, which was registered with the Securities and
Exchange Commission on Form S-8 in January, 2015.  The 2013 Stock
Option Plan authorizes Trident to issue incentive and non-qualified
stock options to employees and consultants of the Company to
purchase a number of shares not to exceed 15% of the Company's
currently issued and outstanding securities.

Brain Armor Inc.

Also on Dec. 6, 2017, the Board of Directors authorized the
issuance of 250,000 stock options to Sanitas, LLC, a consultant and
founding shareholder of Brain Armor.  The options vest immediately
and are exercisable for a period of five years to purchase common
shares of Brain armor at $0.75 per share.  The options were issued
to one US person, relying on Rule 506 under Regulation D and/or
Section 4(2) of the Securities Act of 1933.

                    About Trident Brands

Trident Brands Incorporated, f/k/a Sandfield Ventures Corp., was
initially formed to engage in the acquisition, exploration and
development of natural resource properties, but has since
transitioned and is now focused on branded consumer products and
food ingredients.  The Company maintains a portfolio of branded
consumer products including nutritional products and supplements
under the Everlast(R) and Brain Armor(R) brands, and functional
food ingredients under the Oceans Omega brand.  These brands are
focused on the fast growing supplements and nutritional product and
heart and brain health categories, supported by an  established
contract manufacturing, supply chain and research and development
infrastructure, and a solid and proactive management team, board of
directors and advisors with many years of experience in related
categories.  The Company is based in Brookfield, Wisconsin.  

Trident reported a net loss of $3.18 million on $168,042 of
revenues for the 12 months ended Nov. 30, 2016, compared to a net
loss of $3.16 million on $16,569 of revenues for the 12 months
ended Nov. 30, 2015.

As of Aug. 31, 2017, Trident had $7.75 million in total assets,
$11.05 million in total liabilities and a total stockholders'
deficit of $3.29 million.


TWIN PONDS: $950K Sale of Centerville Property to Scraders Approved
-------------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized Twin Ponds Duck Club, Inc.'s sale
of real property located on 300 Twin Ponds, Centerville, Maryland
to Harry L. Scrader and Evelyn E. Schrader for $950,000.

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

After payment of closing costs, the Debtor may pay all secured
claims of record as of the petition date, March 28, 2017, with the
balance to be held in the attorney escrow account of Drescher &
Associates, P.A., for distribution pending further order of the
Court.

Upon the closing of the sale, all liens, interests, claims,
encumbrances, charges and monetary encumbrances on or in the
Property will be removed and released from the Property and will
attach to the net proceeds of sale (sales price less the closing
costs of sale).

The Debtor, through its president, Abram G. Hopper, is authorized
and directed to sign and deliver all deeds, contracts, and other
documents as are reasonably requested or needed to effectuate the
sale of the Property.

To the extent a Plan is confirmed in the case, such Plan will be
conclusively deemed to incorporate the sale of the Property under
the Order.  The sale of the Property under the Order will also be a
sale under the Plan and it may not be taxed under any law imposing
a stamp tax or similar tax pursuant to 11 U.S.C. Section 1146.

                   About Twin Ponds Duck Club

Based in Centreville, Maryland, Twin Ponds Duck Club Inc., a
manufacturer of Kayak Dock, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Md. Case No. 17-14275) on March 28,
2017.  The petition was signed by Abram G. Hopper III, president.
At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of less than $1 million.
The case is assigned to Judge Thomas J. Catliota.  Ronald J.
Drescher, in Baltimore, Maryland, serves as counsel to the Debtor.


UNILIFE CORP: Filed Plan Exhibits with Court
--------------------------------------------
BankruptcyData.com reported that Unilife filed with the U.S.
Bankruptcy Court an Exhibit containing second non-material
modifications to the Company's First Amended Combined Disclosure
Statement and Chapter 11 Plan of Liquidation. Documents filed with
the Court explain, "Section B(2)(f) unsecured debt on pages 18 to
19 of the Plan, is hereby modified to read as follows: As of the
petition date, the Debtors' schedules reflect the following
priority non-tax claims and priority tax claims: Unilife has none,
UMSI has approximately $80,000 in wage and employment benefit
claims which were paid pursuant to first day orders, and
approximately $300,000 in sales taxes, which UMSI is disputing (an
appeal is pending and a bond has been posted for payment in the
event the appeal is not successful); and Unilife Cross Farm owes
approximately $16,000 in unpaid real estate taxes. In the event
UMSI is successful in its sales tax appeal, then the bonds proceeds
(net of fees and costs in connection with successful prosecution of
the appeal) shall be remitted either to UNL or to the Liquidation
Trust for the benefit of the Debtor's unsecured creditors." The
Company also filed with the Court a Plan Supplement, which contains
Exhibit A: form of liquidation trust agreement.

                 About Unilife Corporation

Unilife Corporation -- http://www.unilife.com-- is a U.S.-based
developer and commercial supplier of injectable drug delivery
systems.  Unilife has a portfolio of innovative, differentiated
products with a primary focus on wearable injectors.  Products
within each platform are customizable to address specific customer,
drug and patient requirements.

Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 17-10805) on April 12, 2017.  John Ryan, chief
executive officer, signed the petition.  

The Debtor disclosed total assets of $82.98 million and total
liabilities of $201.0 million as of the bankruptcy filing.

The Hon. Laurie Selber Silverstein presides over the case.  

Cozen O'Connor serves as counsel to the Debtor.

An official committee of unsecured creditors has been appointed in
the case.  The panel retained Lowenstein Sandler LLP as counsel.


UNITED MOBILE: $400K Sale of 13 T-Mobile Locations to FX1 Approved
------------------------------------------------------------------
Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized United Mobile Solutions,
LLC's (i) sale of the going concern of the 13 cellular retail
stores to FX1 Mobile for $400,000; (ii) abandonment of the T-Mobile
Proprietary Property of the estate; and (iii) sale of Nominal Store
Property located at the T-Mobile Locations for an amount not less
than $2,000 per store location.

A hearing on the Motion was held on Dec. 6, 2017, at 11:00 a.m.

The Debtor is authorized to execute and enter into the Purchase and
Sale Agreement dated as of Nov. 10, 2017, by and between the Debtor
and FX1 and, upon Closing, the T-Mobile Dealer Agreement Release
and Assignment dated Nov. 10, 2017, by and between the Debtor and
FX1.  The Agreement and the Assignment will be and are approved,
subject to the T-Mobile Consent, which T-Mobile has not yet
granted.

The Agreement is amended as follows:

      a. the term T-Mobile Stores also means the T-Mobile Locations
as defined in the Motion, expressly excluding only the "Branded
Doors" with a "Status" of Terminated or Inactive and expressly
including only the 13 that are "Active" as shown on Exhibit A to
the Agreement and the Assignment;

      b. The T-Mobile Dealer Agreements as referenced in the
definition of the term "Acquired Assets" in Section 2.01 will
exclude the EPP Agreement, the GoSmart Exclusive Agreement, and the
GoSmart Agreement, but include the Brand Termination Agreement
(each of the foregoing executory contracts being defined in the
Extension Order);

      c. the first sentence of Section 3.01 will be replaced with
the following: "Seller is a limited liability company duly
organized, validly existing and in good standing under the laws of
Georgia and has all necessary limited liability company power and
authority to enter into this Agreement, to carry out its
obligations hereunder and to consummate the transactions
contemplated hereby.";

      d. the first sentence of Section 4.01 will be replaced with
the following: "Purchaser is a limited liability company duly
organized, validly existing and in good standing under the laws of
Georgia and has all necessary limited liability company power and
authority to enter into this Agreement, to carry out its
obligations hereunder and to consummate the transactions
contemplated hereby."; and

      e. the signature of "FX1, LLC" is deemed to be the signature
of FX1 Mobile, LLC.

The Debtor is authorized to sell the Acquired Assets free and clear
of all liens, claims, encumbrances, and other interests to FX1 for
$400,000, in accordance with the Agreement, the Assignment, and the
provisions of any and all documentation required by T-Mobile in its
sole and absolute discretion as a condition to the T-Mobile
Consent.  Notwithstanding anything to the contrary in the Order,
such authorization is subject to the T-Mobile Consent.  Any
security or consignment interest or other lien of T-Mobile will
remain attached to the Acquired Assets until completion of payment
of the Purchase Price or otherwise expressly agreed by T-Mobile.

The Debtor is authorized to use and distribute the proceeds of the
Purchase Price free and clear of liens, claims, encumbrances, and
other interests for the benefit of the estate or the orderly
winddown of its operations.

Italk Lease Management, LLC, now known as United Mobile Solutions,
LLC, a Florida limited liability company, and the Debtor are
authorized to take the necessary actions to execute and consummate
the transfer to FX1 of leases or subleases of the T-Mobile
Locations that are directly operated by the Debtor (i.e., 1757 E
Hebron Pkwy, Carrollton, Texas; 2614 W Pioneer Pkwy, Grand Prairie,
Texas; and 1403 W Beltline Rd, Irving, Texas) to the extent of
their leasehold interests therein.

The Debtor is authorized, at T-Mobile's direction, to abandon the
Proprietary Property in whole or in part (to revert to T-Mobile or
to be disposed of pursuant to the direction of T-Mobile, in
T-Mobile's sole discretion, including, without limitation, transfer
to FX1).

It is authorized to sell the Nominal Store Property for an amount
equal to $2,000 per T-Mobile Location.  To the extent any Nominal
Store Property has been supplied by T-Mobile but not yet paid for
by the Debtor, any security or consignment interest or other lien
of T-Mobile will attach to the proceeds of sale, subject to
consensual resolution by T-Mobile and the Debtor and disbursement
without further notice or Court order.  Otherwise, the Debtor may
use the proceeds of sale of the Nominal Store Property to pay for
administrative expenses incurred in the winddown of its business
operations.

Notwithstanding Bankruptcy Rule 6004(h) or otherwise, the Order
will be effective immediately on entry; and any stay of the Order
is waived so that the Debtor may close the sales contemplated
immediately upon entry of the Order.

                About United Mobile Solutions

United Mobile Solutions, LLC, is a carrier master dealer that
operates and manages approximately 20 retail cellular phone stores.
Its corporate offices are located in Norcross, Georgia.

United Mobile filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-62537) on July 20, 2016.  The petition was signed by Kil Won
Lee, president.  At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million.

The Debtor is represented by Cameron M. McCord, Esq., at Jones &
Walden, LLC.  

An official committee of unsecured creditors has not been appointed
in the case.

                         *     *     *

On Dec. 16, 2016, the Debtor filed a disclosure statement and
Chapter 11 plan of reorganization.


US DATAWORKS: Court OKs Disclosures & Confirms Liquidation Plan
---------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court
confirmed US Dataworks' Combined Disclosure Statement and Plan of
Liquidation (Combined DSP). According to documents filed with the
Court, "This Combined DSP under Chapter 11 of the Bankruptcy Code
proposes to pay creditors of US Dataworks, from the proceeds of the
sale of substantially all of the Debtor's assets as described
herein. This Combined DSP provides for 1 class of unsecured claims;
and 1 class of equity security holders. Unsecured creditors holding
allowed claims will receive distributions, which the proponent of
this Combined DSP has valued at approximately 12 cents on the
dollar. This Combined DSP also provides for the payment of
administrative claims. The Combines DSP also contains a class of
secured creditors (Class 3) and a class of priority creditors
(Class 2). Equity interests will be completely extinguished (Class
5)."

                      About US Dataworks

Headquartered in Sugar Land, Texas, US Dataworks, Inc. (otc
pinksheets:UDWK) -- http://www.usdataworks.com/-- is a software
and technology provider serving the financial services sector.  Its
board of directors currently consists of two directors -- John
Penrod and Joe Saporito.  Mr. Penrod is also the Debtor's CEO and
president who has been with the company since 2010.  Mr. Saporito
is the CAO for Rackspace Managed Hosting.

US Dataworks filed a Chapter 11 petition (Bankr. S.D. Tex. Case No.
17-32765) on May 1, 2017.  Mr. Penrod signed the petition.  At the
time of filing, the Debtor disclosed $2.67 million in assets and
$3.98 million in liabilities.

The case is assigned to Judge Jeff Bohm.  Wayne Kitchens, Esq., at
Hughes Watters Askanase LLP, represents the Debtor as bankruptcy
counsel.  The Debtor hired Loftis Law Firm as special corporate,
securities and outside general counsel.

No trustee or examiner has been appointed in the case.


USS ULTIMATE: Moody's Affirms B3 CFR; Outlook Stable
----------------------------------------------------
Moody's Investors Service affirmed USS Ultimate Holdings, Inc.'s
("United Site Services" and "USS") credit ratings. The Corporate
Family Rating ("CFR") was affirmed at B3, the Probability of
Default Rating ("PDR") at B3-PD, the senior secured 1st lien at B2
and the senior secured 2nd lien at Caa2. The rating outlook remains
stable.

USS announced it intends to raise $140 million in incremental 1st
lien term loans. USS plans to use $35 million of the cash to fund a
pending acquisition and about $40 million to pay-off current
full-service vehicle leases and acquire those vehicles. The
remaining cash will be available for future acquisitions or other
uses and to pay transaction related fees and expenses. Moody's
believes the transaction is moderately credit negative because it
increases debt and leverage while the specific use for some of the
proceeds is not fully determined.

Moody's affirmed the following USS Ultimate Holdings, Inc.
ratings:

-- Corporate Family Rating, at B3

-- Probability of Default Rating, at B3-PD

-- Senior secured 1st lien term loan due 2024, at B2 (LGD3)

-- Senior secured 2nd lien term loan due 2025 at Caa2 (LGD5)

Outlook:

-- Outlook is Stable

RATINGS RATIONALE

The B3 CFR reflects USS' highly leveraged capital structure, its
limited operating scale with revenue concentration in the highly
cyclical residential and commercial construction end markets, and
aggressive growth strategies featuring multiple debt-financed
acquisitions. Moody's anticipates the company will deleverage from
currently elevated levels only slowly as a result of EBITDA growth.
Moody's expects future debt-financed acquisitions, so debt balances
will not decline materially or will increase. Debt-to-EBITDA is
expected to remain above 6.0 times over the next 12-18 months. Free
cash flow will be limited in 2018 by elevated capital expenditures
driven by an ERP system implementation and the planned fleet lease
exit. Other financial metrics, including EBITA to interest coverage
around 1.75 times and EBITDA margins solidly above 20%, are solid
for the B3 rating category.

All financial metrics cited reflect Moody's standard adjustments.

The rating favorably considers United Site Services' leading,
defensible market position within the fragmented portable
sanitation and related site service solutions market. High customer
retention rates and Moody's expectation for favorable conditions in
the construction sector over the next 12-18 months provide ratings
support. The company has scale advantages over many smaller
competitors and long-standing relationships with customers. For
customers like construction companies, portable sanitation is
considered an essential service.

Moody's considers USS' to have good liquidity. Expectation of flat
to negative free cash flow, driven by high capital spending in
2018, is balanced by over $100 million of available cash pro forma
for the incremental term loan and ample availability under the $85
million asset-based (ABL) revolving credit facility (unrated).

The stable outlook reflects Moody's projection for top-line growth
both organically and through bolt-on acquisitions, and that USS
will increase profitability as operational improvements and route
density benefits are realized. The stable outlook also reflects
Moody's expectation that the company will maintain adequate
liquidity over the next 12-15 months.

Moody's could upgrade the ratings if debt reduction combined with
sustained earnings growth leads to a material improvement in credit
metrics, such that debt-to-EBITDA leverage is maintained below 6.0
times and EBITA to interest expense will remain above 1.25 times.

The ratings could be downgraded if revenue growth slows or
profitability declines, leading Moody's to anticipate negative free
cash flow on sustained basis. A downgrade would be warranted if
debt-to-EBITDA is sustained above 7.0 times or if EBITA to interest
expense falls below 1.0 time.

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

Headquartered in Westborough, MA and controlled by affiliates of
financial sponsor Platinum Equity, USS is a provider of portable
sanitation units, temporary fencing, storage containers and
temporary electric equipment serving the construction, commercial
and industrial, special event, government agency and other end
markets. Moody's expects revenues of approximately $550 million in
2018.


VORAS ENTERPRISE: Taps DiConza Traurig as Legal Counsel
-------------------------------------------------------
Voras Enterprise Inc. received approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire DiConza Traurig
Kadish LLP as 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.

DiConza does not hold or represent any interest adverse to the
Debtor, its bankruptcy estate and creditors, according to court
filings.

The firm can be reached through:

     Allen G. Kadish, Esq.
     Harrison H.D. Breakstone, Esq.
     DiConza Traurig Kadish LLP
     630 Third Avenue
     New York, NY 10017
     Tel: (212) 682-4940
     Fax: (212) 682-4942
     Email: akadish@dtklawgroup.com
     Email: hbreakstone@dtklawgroup.com

                     About Voras Enterprise

Voras Enterprise Inc. aka Voras Enterprises Inc. is a nonprofit,
tax-exempt corporation that provides community housing development
services within the Brooklyn, New York area.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 17-45570) on Oct. 26, 2017, estimating its assets
and liabilities at between $1 million and $10 million.  The
petition was signed by Jeffrey E. Dunston, president and chief
executive officer.

Judge Nancy Hershey Lord presides over the case.


WESTMORELAND RESOURCE: Appoints Interim Chief Executive Officer
---------------------------------------------------------------
The Board of Directors of Westmoreland Resource Partners, LP, has
appointed Michael G. Hutchinson, 61, to serve as interim chief
executive officer.  Mr. Hutchinson retired from Deloitte & Touche
in July 2012 after a career spanning nearly 35 years, leading its
Denver Energy and Natural Resources Practice for the last 15 years
while at the same time managing the Audit and Enterprise Risk
Management practice of the Denver office.  Mr. Hutchinson currently
serves as the interim chief executive officer of Westmoreland Coal
Company, a publicly traded coal miner, a position he has held since
the departure of Kevin Paprzycki on Nov. 27, 2017.  Westmoreland
Coal Company owns 100% of the Partnership's general partner and
approximately 94.1% of the limited partner interests of the
Partnership.  Mr. Hutchinson serves on the board of directors of
Westmoreland Coal Company and ONE Gas, Inc., a publicly traded
natural gas utility, and as the audit committee chairman at ONE
Gas, Inc.

As disclosed in a Form 8-K filed with the Securities and Exchange
Commission, "There are no arrangements or understandings between
Mr. Hutchinson and any other person in connection with his
appointment as interim Chief Executive Officer of the Partnership.
Mr. Hutchinson does not have any family relationships with any
director or executive officer of the Partnership or any person
nominated or chosen to become a director or executive officer of
the Partnership, and there are no "related person" transactions
(within the meaning of Item 404(a) of Regulation S-K promulgated by
the Securities and Exchange Commission) between Mr. Hutchinson and
the Partnership."

The Partnership and its general partner are parties to agreements
and arrangements as previously reported and disclosed in Item 13 of
the Partnership's Annual Report on Form 10-K for the year ended
Dec. 31, 2016.  Westmoreland Coal Company will pay and make all
decisions related to Mr. Hutchinson's compensation as detailed in
its Form 8-K filed Dec. 1, 2017.  However, the Partnership will pay
its general partner for a portion of the compensation paid by
Westmoreland Coal Company to Mr. Hutchinson pursuant to the terms
of the Administrative and Operational Services Agreement, dated
Jan. 1, 2015, as amended from time to time, between the Partnership
and its general partner.

                    About Westmoreland Resource

Westmoreland Resource Partners, LP --
http://www.westmorelandMLP.com-- is a low-cost producer and
marketer of high-value thermal coal to large electric utilities
with coal-fired power plants under long-term coal sales contracts.
The Company also markets to industrial users and is a producer of
surface mined coal in Ohio.  The company focuses on acquiring
thermal coal reserves that it can efficiently mine with its
large-scale equipment and take advantage of close customer
proximity through mine-mouth power plants and strategically located
rail and barge transportation.  Its reserves and operations are
well positioned to serve its primary market areas of the Midwest,
Northeast and Rocky Mountain regions of the United States.  The
company's operations are located in Ohio and Wyoming.  It sold 7.8
million tons of coal in 2016.  Westmoreland Resource is
headquartered in Englewood, Colorado.

Westmoreland Resource reported a net loss of $31.58 million on
$349.3 million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $33.68 million on $384.7 million of total
revenues for the year ended Dec. 31, 2015.  The Company's balance
sheet at Sept. 30, 2017, showed $367.3 million in total assets,
$409.6 million in total liabilities, and a total deficit of $42.23
million.


WILLIAM KUETHER: $1.4M Sale of Fort Myers Property to Jacka Okayed
------------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Western
District of Florida authorized William Michael Kuether's sale of a
residential property located 1641 Edith Esplanade, in Fort Myers,
Florida to Beverly A. Jacka for $1,375,000.

The sale is granted without prejudice to the right of the United
States Trustee, or in the event the case is converted to a Chapter
7, the right of a Chapter 7 Trustee to contest the Debtor's claim
of homestead exemption.

The sale is free and clear of all liens, claims, and encumbrances,
with liens, claims, and encumbrances, including the asserted lien
of the Internal Revenue Service, attaching to the sales proceeds to
the same extent, validity, and priority as existed prepetition.

The closing agent is authorized to disburse from the Sales Proceeds
those funds necessary to pay the Debtor's share of ordinary and
customary closing costs and expenses, including the Broker's
Commission; pay the ad valorem real property taxes owed to Lee
County Tax Collector; and satisfy the first mortgage of the Estate
of Joseph Kirkpatrick.

The Debtor will escrow the remaining Sales Proceeds in a separate
DIP account that will require both the Debtor's signature and the
signature of his counsel for the withdrawal of any funds.

William Michael Kuether sought Chapter 11 protection (Bankr. M.D.
Fla. Case No. 17-07460) on Aug. 24, 2017.  The Debtor tapped Daniel
R. Fogarty, Esq., at Stitchter, Riedel, Blain & Postler, P.A. as
counsel.


WILLIAMS FINANCIAL: Genesis Lease Abandonment & Vehicle Sale Okayed
-------------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Williams Financial Group,
Inc., WFG Management Services, Inc., WFG Advisors, LP, and WFG
Investments, Inc. to abandon their leasehold interest in a 2016
Hyundai Genesis that WFG and Wilson Williams currently lease
jointly; and to permit W. Williams to purchase the vehicle, subject
to the Lease.

On May 21, 2016, WFG and W. Williams entered into the Closed End
Motor Vehicle Lease with Absolute Hyundai.  The Genesis Lease
provides that, at any time during the lease term, either of the
Lessees may purchase the Genesis at a certain purchase price
determined according to the terms of the Genesis Lease.   W.
Williams sought to exercise the Purchase Option.

                  About Williams Financial Group

Williams Financial Group, Inc. and its subsidiaries WFG Management
Services Inc., WFG Investments Inc. and WFG Advisors LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Tex. Case Nos. 17-33578 to 17-33581) on Sept. 24, 2017.

At the time of the filing, Williams Financial Group estimated
assets and liabilities of $1,000,001 to $10 million.

Judge Harlin Dewayne Hale presides over the cases.

David William Parham, Esq., at Akerman LLP, serves as the Debtors'
Chapter 11 counsel.  Sessions, Fishman, Nathan & Israel LLC serves
as the Debtors' special counsel.  Baker & McKenzie LLP is the
special claims counsel.  Richard F. Amsberry P.C. is the Debtors'
accountant.


WILLIAMS SEAFOOD: Jan. 23 Hearing on 3 Sea Sons' Plan Outline
-------------------------------------------------------------
Edward J. Coleman III of the U.S. Bankruptcy Court for the Southern
District of Georgia will hold a hearing on Jan. 23, 2018 at 10:00
a.m. to consider approval of creditor 3 Sea Sons, LLC's disclosure
statement, dated Nov. 21, 2017, explaining its proposed
reorganization plan for Williams Seafood Restaurant, Inc.

Jan. 18, 2018 is fixed as the last day for filing and serving
written objections to the disclosure statement.

Headquartered in Savannah, Georgia, Williams Seafood Restaurant,
Inc. filed for Chapter 11 protection (Bankr. S.D. Ga. Case No.
17-40819)  on June 2, 2017, listing its estimated assets at $1
million to $10 million and estimated liabilities at $500,000 to $1
million. The petition was signed by Carol Williams Schwalbe,
president.



WOODBRIDGE GROUP: Dec. 14 Meeting Set to Form Creditors' Panel
--------------------------------------------------------------
William K. Harrington, United States Trustee for Region 3, will
hold an organizational meeting on Dec. 14, 2017, at 10:00 a.m. in
the bankruptcy case of Woodbridge Group of Companies, LLC, et al.

The meeting will be held at:

               The Doubletree Hotel
               700 King Street
               Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code.  A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization.  The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.

                     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.


YOSI SAMRA: Committee Taps Sullivan & Worcester as Legal Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Yosi Samra, Inc.
received approval from the U.S. Bankruptcy Court for the Southern
District of New York to hire Sullivan & Worcester LLP as its legal
counsel.

The firm will advise the committee regarding its duties under the
Bankruptcy Code; assist in negotiating favorable terms for
unsecured creditors with respect to any proposed agreement for the
sale of the Debtor's assets; give legal advice regarding any
proposed bankruptcy plan; and provide other legal services related
to the Debtor's Chapter 11 case.

The firm's hourly rates range from $550 to $1,200 for partners,
$470 to $1,000 for counsel, $370 to $600 for associates, $215 to
$395 for paralegals and assistants.

The attorneys who will be handling the case and their hourly rates
are:

     Jeffrey Gleit     Partner       $780
     Allison Weiss     Counsel       $650
     Gene Schlack      Associate     $410

Jeffrey Gleit, Esq., disclosed in a court filing that his firm does
not hold or represent any entity having an interest adverse to the
committee or the Debtor's unsecured creditors.

Sullivan can be reached through:

     Jeffrey R. Gleit, Esq.
     Allison Weiss, Esq.
     Sullivan & Worcester LLP
     1633 Broadway
     New York, NY 10019
     Phone: (212) 660-3000
     Phone: (212) 660-3043
     Phone: (212) 660-3031  
     Fax: (212) 660-3001
     Email: jgleit@sandw.com
     Email: aweiss@sandw.com

                       About Yosi Samra Inc.

Yosi Samra Inc. -- https://www.yosisamra.com/ -- sells designer
brand footwear for women and kids famous for its fold-up ballet
flats.  Yosi Samra's runway-inspired styles have been featured in
Vogue, InStyle and Glamour Magazines and spotted on some of
fashion's most trend-setting celebrities, including Sarah Jessica
Parker, Anne Hathaway, and Halle Berry.  The Yosi Samra brand is
available in more than 1,000 boutiques across the US and in 85
other countries, including 15 brand shops in Asia and The Middle
East.

Yosi Samra Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 17-12493) on Sept. 5, 2017, disclosing $1.5 million in assets,
and $6.28 million in liabilities as of Sept. 5, 2017.  The petition
was signed by Larry Reines, its president.

Ballon Stoll Bader & Nadler P.C., in New York, serves as counsel to
the Debtor.

On September 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


[*] Andrews Kurth Kenyon Elects New Partners for 2018
-----------------------------------------------------
Andrews Kurth Kenyon on Dec. 5, 2017, announced the election of
Brooks W. Antweil, Joseph W. Buoni, Philip Haines, Barbara Jane
League, J.R. Morgan, Ashley B. Muehlberger, Kathleen T. Munoz and
Kelly A. Ultis to the partnership.  They will assume their new
positions on January 1, 2018.

"The addition of these new Partners will allow us to continue to
develop the next generation of talent and enhance our ability to
serve clients and ensure our continued success," said Bob Jewell,
Managing Partner.

Brooks W. Antweil | Houston

Brooks's practice consists of a wide range of corporate and
transactional matters, including registered securities offerings,
private placements, periodic reporting and corporate governance
issues. Brooks also advises companies regarding mergers,
acquisitions and corporate restructurings.  His experience includes
advising corporate clients as well as alternative structures, such
as publicly-traded partnerships and REITs.  He has extensive
experience advising companies in a broad range of industries,
including all sectors of the hydrocarbon supply chain, oilfield
services, retail electricity and natural gas, technology,
hospitality and retail sales.  He received his J.D., in 2009 from
the University of Houston Law Center and his B.A. from The
University of Texas in 2006.

Joseph W. Buoni | Houston

Joe's practice blends a wide range of commercial litigation
experience with experience in bankruptcy restructurings, contested
matters and adversary proceedings.  Joe's practice focuses on
representing energy companies, financial institutions and private
equity firms in complex commercial disputes, and he regularly
represents clients in matters pending in state court, federal
court, and arbitration proceedings.  Joe has significant experience
representing plaintiffs and defendants in cases involving claims
based on breach of contract, fraud, breach of fiduciary duty,
violations of securities laws and construction defects.  Joe also
maintains a bankruptcy practice and frequently represents debtors
and creditors in Chapter 11 bankruptcy reorganizations and 363
sales.  Finally, Joe is experienced in conducting internal
investigations relating to employee wrongdoing and antitrust
matters.  Prior to entering private practice, Joe completed two
federal clerkships over the course of three years. From 2011 to
2012, Joe was a law clerk to the Honorable Jennifer Walker Elrod of
the United States Court of Appeals for the Fifth Circuit.  He
served as a Law Clerk to the Honorable Marvin Isgur of the United
States Bankruptcy Court for the Southern District of Texas from
2009 to 2011.  Joe earned his J.D., magna cum laude, in 2009 from
Ohio State University Moritz College of Law. In 2006, he received
his B.A., cum laude, from Miami University.

Philip Haines | Houston

Phil has a corporate and securities practice with a focus on public
and private offerings, acquisitions and divestitures.  Phil has
represented clients in connection with more than 80 public and
private offerings of debt, equity and preferred securities with a
combined transaction value in excess of $25 billion, and more than
20 acquisitions or divestitures to consummation with a combined
deal value in excess of $10 billion.  Phil also regularly advises
companies in connection with corporate governance issues and
periodic reporting obligations.  Phil has broad experience in a
range of industries, having worked with royalty trusts and
downstream, midstream, upstream and services companies in the
energy industry; movie producers, script writers and directors in
the entertainment industry; closed-end funds; investment banks and
other investment advisors in the financial services industry;
durable medical equipment and nursing companies in the healthcare
industry; and inventors, engineers and manufacturers in the
firearms and defense industries.  Phil recently represented the
underwriters in connection with a $1.5 billion offering of
preferred securities by an NYSE-listed midstream company, and also
recently represented one of the world's largest oil and gas
companies in connection with its sale of certain interests in an
operating subsidiary to a private equity buyer.  He received his
J.D. in 2009, cum laude, from Baylor Law School where he was
valedictorian, and his B.A. from The Pennsylvania State University
in 2006.

Barbara Jane League | Houston

Barbara provides tax advice in connection with tax-exempt financing
transactions for cities, counties, states, school districts,
charter schools, housing authorities, higher education authorities,
state agencies and other tax-exempt organizations. She also has
significant experience representing nonprofit organizations.
Formerly an attorney with the Chief Counsel of the Internal Revenue
Service (IRS), Barbara has represented clients before the IRS in a
variety of matters involving tax-exempt bonds, including audits and
private letter ruling requests.  She has participated in all facets
of the tax analysis associated with the issuance of governmental
purpose bonds, certain tax credit bonds, qualified 501(c)(3) bonds,
qualified residential rental bonds and qualified small issue bonds.
She has served on the Steering Committee and chaired the Working
Capital and Bank Direct Placements - Advance Tax Considerations
panels for the National Association of Bond Lawyer's Bond
Attorneys' Workshop, the oldest and largest annual gathering of
bond lawyers.  Barbara earned her LL.M in 1996 from University of
Florida Levin College of Law and her J.D. in 1995 from Washington
and Lee University School of Law. She received her B.A., cum laude,
from Washington and Lee University in 1992.

J.R. Morgan | Austin and New York – Midtown

J.R. represents private fund sponsors in the creation of their
management companies and in the formation of domestic and
international funds, including private equity, venture capital,
energy, real estate, private debt and hedge funds.  He also works
on related investment management matters such as manager "seeding"
and the structuring of international affiliates, family offices,
co-investment vehicles, special purpose vehicles, managed accounts
and "funds of one." J .R. has launched funds from $10 million to
over $1.5 billion in assets under management.  He earned his J.D.
in 2009 from the University of California, Los Angeles, School of
Law, and received his B.A. in 2002 and his B.S. in 2001 from
Evergreen State College.

Ashley B. Muehlberger | Houston

Ashley's practice focuses on upstream and midstream oil and gas
transactions and public and private mergers and acquisitions. She
negotiates purchase and sale agreements, merger agreements, joint
venture agreements, limited liability company agreements and
partnership agreements for her clients.  She assists both upstream
and midstream clients with complex negotiations of midstream
agreements, including gathering agreements, processing agreements
and transportation agreements.  Her recent experience includes her
representation of a private oil and gas company in the financing
and acquisition of Anadarko basin assets and the related joint
development thereof, along with the ongoing representation of the
client in connection with a series of subsequent joint acquisitions
with its joint venture partner.  She represented the same client in
connection with a sale to a public company for $2.85 billion in
cash and stock consideration.  She received her J.D. in 2009, with
honors, from The University of Texas School of Law and her B.S. in
Finance in 2006, summa cum laude, from Louisiana State University.

Kathleen T. Munoz | Dallas

Kathleen's practice includes all facets of commercial real estate
and general business transactions, including commercial lending and
finance transactions, as well as the representation of private
equity funds, investment limited partners, equity investors and
developers.  Kathleen regularly represents financial institutions,
lenders and special servicers on matters involving origination,
warehouse lending and securitization, as well as workouts,
assumptions and the exercise of remedies.  She has significant
experience in the leasing, acquisition, development and financing
of hotels, multifamily projects, office buildings and shopping
centers.  She routinely handles secondary market portfolio
acquisition and sales, including diligence of the underlying loan
products (including a $5 billion loan secured by 700 loans relating
to industrial properties across the county) and negotiation of all
related agreements.  She has recently advised a client on the
establishment of its new origination and table funding program in
connection with subordinate and bridge debt for distressed assets,
closing 30+ retail, hotel and multifamily loans ranging between $5
million and $30 million and handling all matters related to the
subsequent ongoing line financing.  Kathleen received her J.D. in
2009 from University of Virginia School of Law and her B.A. in
Political Science and Economics from Southern Methodist University
in 2006.

Kelly A. Ultis | Houston

Kelly practices in the tax group with a concentration in the area
of executive compensation and employee benefits.  She has worked
with both public and private companies on an array of employee
benefit matters, focusing on qualified retirement plans, health and
welfare plans and executive compensation arrangements.  Her
experience includes helping clients navigate and comply with the
complex and numerous legal requirements associated with the
administration of equity compensation and employee benefit plans,
and advising companies on fiduciary duties with respect to
qualified retirement plans.  She works with entities on all stages
of benefit plan matters, including advising companies on the design
and implementation of new plans, drafting plan documents,
counseling companies on the maintenance and correction of plans and
assisting in the merging or termination of plans. She has
represented clients before the IRS, the Department of Labor and the
Pension Benefit Guaranty Corporation.  Kelly recently assisted a
client in the design, drafting and implementation of a complex cash
balance plan and assisted in benefits matters with respect to a
$200 million merger of two banking institutions.  Kelly received
her J.D. in 2005, magna cum laude, from the University of Houston
Law Center and, her M.S. in 2001 from Texas Woman's University and
her B.A. in 1998 from Southwestern University.

                   About Andrews Kurth Kenyon

Since 1902, Andrews Kurth Kenyon LLP --
http://andrewskurthkenyon.com/-- represents a wide array of
clients in multiple industries with 11 locations worldwide.


[*] Shulman Rogers Attorneys Named to Washingtonian's Top Lawyers
-----------------------------------------------------------------
Shulman Rogers on Dec. 8, 2017, disclosed that the Washingtonian
Magazine has listed four of the firm's attorneys to the 2017 Top
Lawyers Listing.   

Jay Eisenberg - Trusts and Estates.  With almost 30 years of
experience in ever-changing tax and estate/trust laws, Jay crafts
estate plans based on the specific circumstances and goals of his
clients.  As an elected member of The American College of Trust and
Estate Counsel, he is recognized as being among the top one percent
(1%) of trust and estate counselors in the nation as rated by his
peers in terms of competence and experience and as having the
highest level of integrity and commitment to the profession.

Morton Faller - Bankruptcy Law.  Mort is nationally recognized and
respected as an authority on business bankruptcy, commercial
litigation and real estate title disputes.  His clients routinely
call upon him for business advice, particularly when considering
purchase or sale transactions or ownership issues.  Over the past
decade, Mort has consistently been named a top attorney by the
Washingtonian Magazine, The Best Lawyers in America and Super
Lawyers.

Michael Lichtenstein - Bankruptcy Law.  Creditors, financial
institutions and debtors in need of assistance with bankruptcy and
commercial litigation turn to Michael because of his successful
record of debt restructuring and recovery of distressed loans.  He
represents companies across a wide range of industries in large
Chapter 11 proceedings with debts ranging from $25 to $400 million.
A frequent author for national bankruptcy journals, he is
recognized by Super Lawyers, The Best Lawyers in America,
Martindale-Hubbell, Chambers Partners and The Washington Post as
one of the area's leading bankruptcy attorneys.

Michael Nakamura - Personal Injury.  Mike has successfully won
compensation for victims of personal injury and medical malpractice
claims across the country.  Earlier this year, he secured a $5
million award for the Florida family of a birth injury victim.  He
regularly secures just and fair compensation for victims of
catastrophic motor vehicle accidents, wrongful death, medical
malpractice and cerebral palsy or brain damage to infants caused by
birth injury.  Clients note Mike's compassion and his personal
service.  He holds the highest ratings available from
Martindale-Hubbell and AVVO.

"It's an honor to see our attorneys recognized by the
Washingtonian," said Samuel Spiritos, managing shareholder of
Shulman Rogers.  "We are proud to see this recognition across this
range of business and personal legal services."

                      About Shulman Rogers

Founded in 1972, the Shulman Rogers -- http://www.ShulmanRogers.com
-- is one of the largest law firms in the Washington Metropolitan
area.  The firm has a general practice with experience ranging from
corporate law to real estate, from litigation to estate planning
and family law.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2017.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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                   *** End of Transmission ***