TCR_Public/180216.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, February 16, 2018, Vol. 22, No. 46

                            Headlines

1098 BLUE HILL: Wants Exclusive Plan Filing Period Moved to July 13
22 MAPLE STREET: Case Summary & Largest Unsecured Creditors
ACHQ INC: Court Conditionally Approves Disclosure Statement
ADLER GROUP: Seeks 30-Day Plan Exclusivity Period Extension
AMERIFLEX ENG'G: Needs Access to Cash Collateral to Pay Members

AMSTED INDUSTRIES: Moody's Affirms Ba2 CFR; Outlook Stable
ASCENT RESOURCES: Seeks Authority to Use Cash Collateral
AVSC HOLDING: Moody's Lowers CFR to B3 After Dividend Announcement
AYTU BIOSCIENCE: Howard Deshong Has 5.6% Stake as of Aug. 15
AYTU BIOSCIENCE: Proposes Public Sale of Common Stock & Warrants

BCML HOLDINGS: Files for Chapter 11 Amid Foreclosure Suits
BEBE STORES: Incurs $1.26 Million Net Loss in Second Quarter
BK RACING: Files for Ch.11 Amid Ahead of Receivership Hearing
BLINK CHARGING: Files Amendment 11 to 4.6 Million Units Prospectus
BREITBURN ENERGY: Must Consider $1.8B Lime Rock Bid, Judge Says

BUCHANAN TRAIL: Files Chapter 11 Plan of Liquidation
BURROUGHS ROADHOUSE: Wants Court Approval to Use Cash Collateral
C & D FRUIT: Seeks Court Okay to Use Cash Collateral
CAROL ROSE: Creditors to Get Pro-Rata Share From Sale Proceeds
CHARLES E. WALKER: District Ct. Upholds Order Appointing Trustee

CHARLES RIVERS: Moody's Affirms 'Ba2' CFR; Outlook Stable
CJ MICHEL INDUSTRIAL: Authority to Use Cash Extended Until Feb. 28
CJ MICHEL INDUSTRIAL: Seeks to Continue Using Cash Collateral
COMSTOCK RESOURCES: Southpaw Asset Has 7.2% Stake as of Dec. 31
CORBETT-FRAME INC: Court Okays Cash Collateral Use for February

CTI BIOPHARMA: BVF Partners Has 19.9% Stake as of Feb. 12
CTI BIOPHARMA: Leerink Underwrites 20 Million Stock Offering
CUMULUS MEDIA: Proposes Incentive Programs, UST Objects
DAKOTA HOLDING: Moody's Assigns B2 CFR; Outlook Negative
DATACONNEX LLC: Case Summary & 12 Unsecured Creditors

DBSI INC: Court Grants Trustee's Bid to Determine Order of Trial
DELCATH SYSTEMS: Closes $5 Million Offering of Stocks & Warrants
DESERT VALLEY: Case Summary & Largest Unsecured Creditors
DEX MEDIA: YPPI Directed to Reimburse $506K in Fees & Expenses
DMG PRACTICE: S&P Rates Subsidiary's First-Lien Term Loan 'B'

DRONE USA: Agrees to Settle with Caro Partners for $60,000
DRONE USA: Obtains $105,000 in Note Financing from Auctus Fund
EAST MAIN COMPLEX: Has Access to Cash Collateral Until March 31
EDGEWELL PERSONAL: S&P Lowers CCR to 'BB', Outlook Stable
EVERGREENHEALTH MONROE: Moody's Affirms Ba2 Debt Rating

FIELDWOOD ENERGY: Case Summary & 30 Largest Unsecured Creditors
FIELDWOOD ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition
FIELDWOOD ENERGY: To Acquire Noble Energy's Gulf of Mexico Assets
FINJAN HOLDINGS: Enters Into Confidential Term Sheet with Symantec
FIRST QUANTUM: S&P Raises CCR to 'B', Outlook Stable

FRONT STREET VENTURES: Celtic Bank Objects to Disclosure Statement
GAINESVILLE HOSPITAL: Moody's Lowers GOLT Bond Rating to Ba2
GENERAL WIRELESS: First Amended Plan Declared Effective
GLASGOW EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
GNC HOLDINGS: Fitch Puts 'CCC' IDR on Evolving Watch

GNC HOLDINGS: S&P Raises CCR to 'CCC+' Amid Announced Refinancing
GO YE VILLAGE: March 7 Disclosure Statement Hearing
H N HINCKLEY: Seeks OK to Access Up To $142,600 Cash Collateral
HARBOR BAR DOCKS: Has No Unsecured Creditors
HARBOR BAR: Unsecured Creditors to Get 18% of Allowed Claim

HEARING HEALTH: Case Summary & 20 Largest Unsecured Creditors
HOMESTEAD AT WHITEFISH: Maschmedts Objection to Ch. 11 Plan Nixed
HYDROSCIENCE TECHNOLOGIES: Court Confirms Joint Chapter 11 Plan
IHEARTCOMMUNICATIONS INC: Discussions With Creditors Still Ongoing
IMAGE GRAPHICS: Exclusive Filing Period Extended Through May 20

IMH FINANCIAL: Inks Subscription Agreement with JPM Funding
INTERNATIONAL AUTOMOTIVE: S&P Cuts CCR to 'CCC-', Outlook Negative
JEFFREY SISKIND: District Ct. Affirms Order Imposing Sanctions
JONES ENERGY: Moody's Affirms Caa2 Corp. Family Rating, Outlook Neg
KC7 RANCH: Wants to Use Hitachi Cash Collateral

KEMPER CORP: Fitch Affirms BB Rating on $144MM Subordinated Notes
LAMAR MEDIA: Moody's Lowers 2024/2026 Unsec. Notes Ratings to Ba2
LENNAR CORP: Fitch Affirms BB+ Issuer Default Rating; Outlook Pos.
LEUCADIA NATIONAL: Fitch Raises Preferred Stock Rating to 'BB+'
LINEAGE LOGISTICS: Moody's Affirms 'B3' CFR; Outlook Stable

LUCKY # 5409: Court Confirms 1st Amended Plan
MAUI MAX: Court Gives Final Approval on Cash Collateral Use
MEG ENERGY: Fitch Revises IDR Outlook to Stable on Asset Sales
MEMORIAL HOSPITAL OF SWEETWATER: S&P Cuts 2013A Bond Rating to BB+
MONAKER GROUP: Prepares for NASDAQ Uplisting & Approves Stock Split

MONEYONMOBILE INC: Elects Two New Members to Board
MONEYONMOBILE INC: Obtains $5 Million from Sale of Preferred Stock
MONSTER CONCRETE: Files Amended Request to Use Cash Collateral
MOREHEAD MEMORIAL: Cash Collateral Hearing Set on Feb. 22
MTN INFRASTRUCTURE: Term Loan Add-On No Impact on Moody's B2 CFR

NATIONAL TRUCK: Miss. Court to Handle Suit Over Note Guarantee
NATURESCAPE HOLDING: GemCap Qualified as Petitioning Creditor
NEW VAC: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
OCI PARTNERS: Moody's Assigns 'B1' CFR; Outlook Stable
OMEROS CORP: Ingalls & Snyder Has 11.9% Stake as of Dec. 31

OMINTO INC: Delays Filing of Dec. 31 Quarterly Report
ONCOBIOLOGICS INC: Extends Term of Series A Warrants
P3 FOODS: Allowed to Continue Using Cash Collateral Until March 13
PALMAZ SCIENTIFIC: Court Junks Trustee's Suit vs Insurica, et al.
PATTERSON PARK: S&P Lowers 2010A/B Revenue Bonds Rating to BB

PES HOLDINGS: North Yard Taps Bielli & Klauder as Co-Counsel
PES HOLDINGS: North Yard Taps Proskauer Rose as Conflicts Counsel
PES HOLDINGS: PESRM Taps Chipman Brown as Delaware Counsel
PES HOLDINGS: PESRM Taps Curtis Mallet-Prevost as Conflicts Counsel
PES HOLDINGS: Taps Rust Consulting as Administrative Advisor

PETROLEUM TOWERS: Wants Access to Cash Collateral on Interim Basis
PLACE FOR ACHIEVING: Seeks Authorization to Use Cash Collateral
POINT.360: Chairman Reports 53.3% Stake as of Feb. 11
POWERTEAM SERVICES: Moody's Affirms B3 CFR; Outlook Stable
PREMIER EXHIBITIONS: Equity Holders Object to Extension Motion

PSIVIDA CORP: Rosalind Advisors Has 4.9% Stake as of Dec. 31
PUERTO RICO: Citigroup to Lead PREPA Restructuring
PUERTO RICO: Duff & Phelps to Probe Puerto Rico Bank Accounts
QUALITY CARE: Vanguard Group Has 16.29% Stake as of Dec. 31
QUANTUM CORP: Delays Filing of Fiscal Third Quarter Form 10-Q

RAND LOGISTICS: Taps Kurtzman Carson as Administrative Agent
RESOLUTE ENERGY: Integrated Core Has 3.1% Stake as of Feb. 9
RESOLUTE ENERGY: Monarch Nominates Three Persons to Board
SHIFFER INC: Plan Schedules Approximately $50K Unsecured Claims
SPIRE CORP: Virtu Americas Has 5.48% Stake as of Dec. 29

SRAM CORPORATION: Moody's Hikes CFR to B1; Outlook Stable
STONE PROJECTS: Court Extends Plan Exclusivity Periods to April 10
SYU SING: Court Approves Disclosure Statement
TECHNICAL COMMUNICATIONS: Incurs $52,000 Net Loss in First Quarter
TEVA PHARMA: Launch of Copaxone Credit Negative, Moody's Says

TK HOLDINGS: Seeks Confirmation of Amended Plan
TK HOLDINGS: Settles Consumer Protection Claims of 45 States
TRI-STAR CONSTRUCTION: Can Use Cash Collateral Until March 8
TTM TECHNOLOGIES: S&P Lowers CCR to 'BB+' on $600MM Loan Upsize
TUCSON ONE: Unsecured Creditors to Get Full Payment in 5 Years

TWO RIVERS: Registers 8 Million Shares for Resale
US STEEL: S&P Alters Outlook to Positive as Cash Flows Strengthen
USA SALES: Excise Taxes Not Entitled to Eighth Priority Status
VELOCITY HOLDINGS: March 28 Plan Hearing Set, Disclosure Okayed
VIDANGEL INC: Given Until June 15 to File Plan of Reorganization

VILLA MARIE: Case Summary & Top Unsecured Creditors
VITAMIN WORLD: Exclusive Plan Filing Deadline Extended to April 9
WASHINGTON MUTUAL: Trust Sanctioned for Failing to Pay Audit Firm
WENDI LITTON: Payments Made to Law Firm Not Avoidable Preferences
WESTERN STATES: Court Converts Bankruptcy Case to Chapter 7

WINK HOLDCO: S&P Affirms 'B' ICR Amid Proposed Debt Add-On
WPX ENERGY: S&P Raises CCR to 'BB-' on Increased Production
WR GRACE: Moody's Rates New $1.3BB Sr. Sec. Credit Facilities 'Ba1'
[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS

                            *********

1098 BLUE HILL: Wants Exclusive Plan Filing Period Moved to July 13
-------------------------------------------------------------------
1098 Blue Hill Avenue, LLC, requests the U.S. Bankruptcy Court for
the District of Massachusetts to extend the exclusive period to
file a Plan up to and including July 13, 2018, asserting that it is
still attempting to obtain a cure an arrearage figure from the
holder of the first mortgage on its property, which at this point
has been unsuccessful, and this information is necessary to prepare
and file a Plan.

                  About 1098 Blue Hill Avenue

Based in Boston, Massachusetts, 1098 Blue Hill Avenue LLC is a
single asset real estate as that term is defined in 11 U.S.C.
Section 101(51B).

1098 Blue Hill Avenue LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 17-13836) on Oct. 17,
2017.  In the petition signed by Joseph D. Jeudy, its manager, the
Debtor estimated assets and liabilities of $1 million to $10
million.

Judge Frank J. Bailey presides over the case.

Gary W. Cruickshank, Esq., at the Law Office Gary W. Cruickshank,
serves as the Debtor's Counsel; and Cordover Browne, is the
accountant to the Debtor.


22 MAPLE STREET: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Affiliates that filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code:

   (1) 22 Maple Street, LLC
       1600 63rd Street
       Brooklyn, NY 11204-2713

   (2) 25 Oriol Drive, LLC  

   (3) 59 Coolidge Road, LLC  

   (4) 20 Kinmonth Road, LLC   

Business Description: The Debtors were organized in 2013 to
                      acquire real property associated with four
                      nursing homes under the so-called "Villages"
                      portfolio.  The Properties are each
                      encumbered by a first mortgage lien and
                      security interest securing four term loans
                      in the original aggregate balance of
                      $36,856,627, made in March 2014, with
                      Capital Finance LLC as agent for the
                      syndicated lenders.  Each of the Debtors is
                      an affiliate of 90 West Street LLC (which
                      sought bankruptcy protection on Jan. 30,
                      2018, Case No. 18-40515) and Keen Equities
                      LLC (which sought bankruptcy protection on
                      Nov. 12, 2013, Case No. 13-46782).

Chapter 11 Petition Date: February 14, 2018

Case Nos. of Debtor Affiliates:

     Debtor                                       Case No.
     ------                                       --------
     22 Maple Street, LLC                         18-40816
     25 Oriol Drive, LLC                          18-40817
     59 Coolidge Road, LLC                        18-40818
     20 Kinmonth Road, LLC                        18-40819

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

Judge: Hon. Elizabeth S. Stong

Debtors' Counsel: Kevin J Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  E-mail: KNash@gwfglaw.com

Assets and Liabilities:

                        Estimated           Estimated
                          Assets           Liabilities
                        ---------          -----------
22 Maple Street   $1 mil.-$10 million   $10 mil.-$50 million
25 Oriol Drive    $1 mil.-$10 million   $10 mil.-$50 million
59 Coolidge Road  $1 mil.-$10 million   $10 mil.-$50 million
20 Kinmonth Road  $1 mil.-$10 million   $10 mil.-$50 million

YC Rubin, chief restructuring officer, signed the petitions.

A full-text copy of 22 Maple Street, LLC's petition containing,
among other items, a list of the Debtor's six largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/nyeb18-40816.pdf

A full-text copy of 25 Oriol Drive, LLC's petition containing,
among other items, a list of the Debtor's six largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/nyeb18-40817.pdf

A full-text copy of 59 Coolidge Road, LLC's petition containing,
among other items, a list of the Debtor's five largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/nyeb18-40818.pdf

A full-text copy of 20 Kinmonth Road, LLC's petition containing,
among other items, a list of the Debtor's six largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/nyeb18-40819.pdfs




ACHQ INC: Court Conditionally Approves Disclosure Statement
-----------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida has conditionally approved the
disclosure statement explaining ACHQ, Inc.'s plan.  A hearing to
consider approval of the Plan was held on February 1.
  
                        About ACHQ, Inc.

Headquartered in Palmetto, Florida, ACHQ, Inc., filed for Chapter
11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-08043) on
Sept. 18, 2017.  The Debtor estimated less than $100,000 in total
assets and less than $1 million in liabilities.  McIntyre
Thanasides Bringgold Elliott Grimaldi & Guito, P.A., serves as the
Debtor's bankruptcy counsel.  An official committee of unsecured
creditors has not yet been appointed in the Chapter 11 case.


ADLER GROUP: Seeks 30-Day Plan Exclusivity Period Extension
-----------------------------------------------------------
Adler Group, Inc., requests the U.S. Bankruptcy Court for the
District of Puerto Rico for an extension of 30 days of the time of
the exclusivity period and of the deadline to file the Disclosure
Statement and Plan, and that the deadline to procure the votes
under the plan be extended for a term of 30 days after the order
granting the approval of the Disclosure Statement is entered.

This is the second extension of time requested by the Debtor to
present its Disclosure Statement and Plan.

The deadline to submit Proofs of Claims expired on Oct. 24, 2017,
and the Debtor has conducted an assessment of its claims in order
to further negotiations with key creditors that are necessary in
order to propose the Plan.  In the process, several objections to
claim have been filed and await court determination.

The Debtor contends that it is indispensable for the Debtor to be
able to reconcile all claims in order to propose a complete, viable
and effective plan that accounts for all claims. Given that the
process of reconciling all timely filed claims and concluding
negotiations with creditors is ongoing, Debtor is not in a
position, at this juncture, to file its Disclosure Statement and
Plan.

The Debtor claims that this request for extension of time of the
exclusivity period will allow Debtor to conclude such
reconciliations and negotiations with creditors. Within such time,
the Debtor will be able to submit the Disclosure Statement and Plan
that considers all of the claims filed and the additional
agreements it may reach with its creditors.

                     About Adler Group Inc.

Adler Group Inc. owns the Caguas Military property located at Carr
189 km 3.1 (interior) Rincon Ward, Gurabo Puerto Rico, which is
valued at $3 million.  It holds inventory and equipment worth
$513,870.  For 2015, the Company posted gross revenue of $1.61
million 2015 and gross revenue of $1.91 million for 2014.

Adler Group sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 17-02727) on April 20, 2017.  In the
petition signed by Jose Torres Gonzalez, authorized representative,
the Debtor disclosed $3.52 million in assets and $4.43 million in
liabilities.

The case is assigned to Judge Mildred Caban Flores.

The Debtor hired MRO Attorneys at Law, LLC, as bankruptcy counsel.


AMERIFLEX ENG'G: Needs Access to Cash Collateral to Pay Members
---------------------------------------------------------------
Ameriflex Engineering, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Oregon to use cash collateral
in accordance with the Extended Budget attached to the Second
Supplemental Order.

The only significant change to the Extended Budget is an increase
in the monthly guaranteed payments ($6,000 monthly/$72,000
annually) made to the Debtor's members, Phil (the President and
CEO) and Brian Cam (the Production/Manufacturing Manager).

Phil and Brian Cam are not treated as employees and do not take a
salary. In lieu of a salary, Ameriflex provides monthly
distributions of $3,000 monthly/$36,000 annually to Phil's and
Brian's entities.

The increased payments under the Extended Budget are still
substantially under market and do not reflect the work performed.
Initially, this compensation issue was intended to be address in a
proposed plan of reorganization to be filed in 2017. Given the
needed extensions, this guaranteed payment increase has been
included in the Extended Budget.

On May 1, 2017, the Court entered an Order authorizing Debtor's
final use of cash collateral which was extended by a Supplemental
Order entered on November 2, 2017. In anticipation of that budget
expiring, the Debtor has prepared (1) an extended budget for March
2018 through June 2018 which provides expenses in the aggregate sum
of $709,999.68 and (2) a proposed Second Supplemental Order
Authorizing Debtor's Final Use of Cash Collateral and Granting
Adequate Protection.

On Jan. 31, 2018, Debtor circulated the proposed Second
Supplemental Order and Extended Budget to the U.S. Trustee, the
affected Secured Creditors (PDPM and Camco, LLC), and the
active/largest unsecured creditors in this case (SR, LLC and
Michael Zoller).

Rebecca Kamitsuka on behalf of the U.S. Trustee's Office takes no
position on the Second Supplemental Order.  PDPM and Camco approved
the Extended Budget and proposed Second Supplemental Order.

However, counsel for Zoller objects to the proposed Second
Supplemental Order and Budget because it increases the guaranteed
monthly payments made to the members of the Debtor. Counsel for SR,
LLC, has not expressed a specific position at this time.

Notably, the Debtor argues that the compensation of these key
individuals who are responsible for operations is within the
ordinary course of business. Although Court approval is not
necessary, the Debtor filed this motion due to Zoller's opposition
to the increase.

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

         http://bankrupt.com/misc/orb17-60837-240.pdf

                   About Ameriflex Engineering

Ameriflex Engineering LLC -- http://rhboats.com/and
http://fishrite-boats.com/-- is engaged in the design, development
and manufacturing of boats.  The Company was created in 2008 with
the acquisition of the assets of then struggling River Hawk Boats,
Inc.  Cajon, Inc. and Pacific Diamond & Precious Metals each own
50% membership interest in the Company.

Ameriflex Engineering filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 17-60837) on March 22, 2017.  In the petition signed by
Pacific Diamond & Precious Metals, Inc., member, the Debtor
estimated assets and liabilities between $1 million and $10
million.

The case is assigned to Judge Thomas M. Renn.  

The Debtor hired Tara J. Schleicher, Esq., at Farleigh Wada Witt,
as bankruptcy counsel; Ball Janik LLP as special counsel; and
Cramer & Associates as accountant.

No trustee, examiner or committee has been appointed.


AMSTED INDUSTRIES: Moody's Affirms Ba2 CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has affirmed all ratings for Amsted
Industries Incorporated, including its Ba2 Corporate Family Rating
(CFR) and Ba3 senior unsecured notes ratings. Amsted's ratings
outlook is stable.

"Although freight rail car related demand will remain weak through
2018, prospects for growth in the heavy duty truck space should
support overall revenue growth at Amsted, resulting in continued
strong free cash flow", said David Berge, Senior Vice President and
Moody's lead analyst for the company. "However, ESOP redemptions
are likely to exceed free cash flow, which emphasizes the
importance of multiple and robust liquidity sources."

RATINGS RATIONALE

The affirmation of the ratings reflects Moody's expectations for
moderate sales growth through 2019, despite continued weakness in
its core rail markets, at stable margins. The ratings also consider
Amsted's relatively modest debt levels, resulting in debt to EBITDA
that is quite strong for the rating. However, the ratings also take
into account sizeable levels of ongoing Employee Stock Ownership
Plan (ESOP) redemptions, towards which Amsted directs effectively
all of its free cash flow and can put stress on the company's
liquidity from time to time.

After two years of declining sales driven largely by weakness in
the U.S. freight rail sector, Moody's expects that Amsted could see
annual revenue growth in excess of 5% over the next two years, led
by strong growth in its vehicular segment where heavy truck demand
is improving and the company is expanding its product offerings.
Even with this growth, revenue and profits will be quite short of
the company's last peak in 2015. On stable operating margins in the
14-15% range, and in consideration of higher Capex in 2018 to
support growth in its trucking segment, Moody's expect that Amsted
will be able to generate free cash flow of approximately $250 to
$350 million annually through 2019, which is similar to historical
levels. However, Moody's also expects ESOP redemptions of between
$450 and $550 million annually in 2018 and 2019, with the excess
funded by cash but which could also result in a somewhat higher
debt amount. Amsted's share price, determined by an independent
valuation company, has risen by nearly 30% over the year ending
December 31, 2017. Moody's expect that the difference between ESOP
redemptions and free cash flow will be funded from cash reserves,
which stood at nearly $420 million (cash and marketable securities)
as of December 31, 2017, and will likely remain above $100 million
through 2019. As well, Amsted maintains a $900 million senior
secured credit facility, currently undrawn, that can also be used
to fund redemptions. Because of the variability in ESOP redemptions
throughout the volatile market cycles in Amsted's businesses, it is
important that the company maintains these sources of liquidity at
robust levels in order to mitigate the risk associated with the
timing and levels of ESOP expenditures.

On relatively modest debt levels (approximately $1.1 billion,
including Moody's standard adjustments), Amsted's debt to EBITDA is
expected to remain below 2 times through 2019, which is lower
(better) than most Ba2 rated manufacturing companies, and offsets
much of the risk associated with ESOP redemptions and industry
cyclicality. Other metrics, such as EBITA to interest at
approximately 8 times and retained cash flow to debt at nearly 50%,
are likewise strong for the rating.

The Ba3 ratings for Amsted's senior unsecured notes are one notch
below the CFR of Ba2. This is due to a substantial amount of higher
priority senior secured debt obligations represented by the $900
million revolving credit facility and the $96 million senior
secured term loan in the company's Loss Given Default ("LGD")
analysis.

The stable ratings outlook reflects Moody's expectation of stable,
but still cyclically-low demand for freight cars with more
meaningful growth in the vehicle products segment, heavy duty
trucks in particular, through 2019. Moody's expect that leverage
will remain at or slightly below 2.0 times debt to EBITDA over this
period, and that ESOP redemptions in excess of free cash flow will
be funded through use of cash balances, with little or no use of
additional debt.

As leverage remains strong relative to the Ba2 rating, leverage is
not a key driver of a higher rating consideration. Instead, the
demonstration of free cash flow generation exceeding ESOP
redemptions throughout business cycles and regardless of share
valuation, obviating the need to use cash reserves to cover
redemptions, would be an important factor supporting an upgrade.

Ratings could be downgraded if ESOP obligations rise to a level
that results in a significant increase in debt or draw on the
company's liquidity sources, particularly at a time when business
conditions were to deteriorate unexpectedly. Debt to EBITDA of over
3.0 times or retained cash flow to debt of less than 30% could also
warrant a lower rating consideration.

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

Amsted Industries Incorporated, headquartered in Chicago, Illinois,
is a diversified manufacturer of highly engineered components used
in the railroad, vehicular, construction and industrial sectors.
Revenues for the last 12 months ended December 31, 2017 were $3.1
billion. The company is 100% owned by its Employees' Stock
Ownership Plan (ESOP).

The following is a summary of Moody's ratings and rating actions:

Outlook Actions:

Issuer: Amsted Industries Incorporated

-- Outlook, Remains Stable

Affirmations:

Issuer: Amsted Industries Incorporated

-- Probability of Default Rating, Affirmed Ba2-PD

-- Corporate Family Rating, Affirmed Ba2

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3, LGD 4


ASCENT RESOURCES: Seeks Authority to Use Cash Collateral
--------------------------------------------------------
Ascent Resources Marcellus Holdings, LLC, and certain of its
affiliated debtors seek authorization from the U.S. Bankruptcy
Court for the District of Delaware to use cash collateral as
working capital to: (a) make payments to vendors or suppliers, (b)
satisfy ordinary operating costs or (c) fund the administrative
costs of the Chapter 11 Cases.

The Debtors are party to a $750 million senior first lien secured
term loan facility, the First Lien Agent as successor agent to
Citibank, N.A. and the First Lien Term Loan Lenders.  As of the
Petition Date, approximately $708 million remains outstanding in
principal under the First Lien Term Loan Credit Agreement.

In connection with the First Lien Term Loan Credit Agreement, the
Debtors established a capital expenditures reserve account (the
"CapEx Account"), initially funded by $300 million of the First
Lien Term Loan Credit Agreement proceeds.  If certain conditions
are satisfied, the Debtors are entitled to withdraw funds from the
CapEx Account for a number of purposes, including the development
of certain acreage, the acquisition of certain properties to
address title and environmental defects subsequent to the
acquisition, and for general corporate purposes, including debt
service.  As of the Petition Date, the balance of the CapEx Account
is $106 million.

The Debtors also are party to a $450 million senior second-lien
secured term loan facility, with the Second Lien Agent as successor
agent to Citi and the Second Lien Term Loan Lenders.  As of the
Petition Date, approximately $348 million remains outstanding in
principal under the Second Lien Term Loan Credit Agreement.

On Feb. 10, 2016, ARM Minerals was joined as a credit party and
guarantor under the Second Lien Term Loan Credit Agreement.  On
April 28, 2016, Cortland Capital Market Services, LLC replaced Citi
as administrative agent under the Second Lien Term Loan Credit
Agreement. Additionally, on Jan. 6, 2017 Cortland replaced Citi as
collateral agent under the Second Lien Term Loan Credit Agreement.


On Sept. 5, 2017, the Debtors entered into a restructuring support
agreement with certain holders of the First Lien Term Loan Credit
Agreement and the Second Lien Term Loan Credit Agreement.

Pursuant to the Restructuring Support Agreement, the parties
agreed, among other things, to pursue a consensual reorganization
pursuant to which the First Lien Term Loan Lenders and the Second
Lien Term Loan Lenders would convert their debt to equity (with
each First Lien Term Loan Lender also receiving its pro rata share
of holdings in a new $125 million take back first lien term loan
facility), all general unsecured creditors would be unimpaired and
the existing management team would continue to manage the business
in exchange for equity in the reorganized Debtors.

In connection with the consensual reorganization, the Debtors
agreed to seek entry of an interim order and a final order
permitting their use of cash collateral. Failure to obtain such
orders by the deadlines set forth in the Restructuring Support
Agreement may give rise to a termination right under the
Restructuring Support Agreement. The Debtors' access to cash
collateral is critical to effectuate this consensual restructuring,
because without access to cash collateral, the Debtors would be
incapable of operating their businesses and these estates (and all
stakeholders) would be immediately and irreparably harmed.

The proposed cash collateral arrangements are the result of
good-faith, arms' length negotiations.  As part of the consensual
arrangement and as adequate protection for any diminution in value
during these cases, the Debtors have agreed to provide the First
Lien Term Loan Lenders and the Second Lien Term Loan Lenders with
replacement liens and superpriority administrative claims, maintain
the Debtors' existing cash management systems and comply with
certain budget and reporting requirements.

The path forward for the Debtors is clear and time is of the
essence. As of the Petition Date, the Debtors have approximately
$96 million (net of all outstanding checks) in cash on hand, all of
which constitutes cash collateral. Without access to cash
collateral, the Debtors' ability to restructure as contemplated
under the Restructuring Support Agreement and the Plan will be
jeopardized. In such a scenario, the value available for
distribution to stakeholders in the Chapter 11 Cases would be
significantly reduced. Accordingly, the Debtors have an immediate
need to use cash collateral to ensure sufficient liquidity
throughout the pendency of the Chapter 11 Cases to enable them to
confirm and consummate the Plan.

The First Lien Agent and the First Lien Term Loan Secured Parties
will be provided adequate protection which includes:

     (a) adequate protection liens including liens over any and all
tangible and intangible pre- and post-petition property of the
Debtors, provided, however, that to the extent that any lease
prohibits the granting of a lien thereon, or otherwise prohibits
hypothecation of the leasehold interest, then in such event there
will only be a lien on the economic value of, proceeds of sale or
other disposition of, and any other proceeds and products of such
leasehold interests unless the applicable provision is rendered
ineffective by applicable non-bankruptcy law or the Bankruptcy
Code;

     (b) allowed superpriority administrative expense claims
pursuant to sections 503(b), 507(a) and 507(b) of the Bankruptcy
Code, with priority over any and all administrative expenses and
all other claims against the Debtors and

     (c) payment of the reasonable and documented professional fees
and expenses incurred by the Agents under the First Lien Term Loan
Credit Agreement including the reasonable and documented fees and
expenses incurred by Davis Polk & Wardwell LLP and Shaw Fishman
Glantz & Towbin LLC, as counsel to the First Lien Agent and Moelis
& Company, as financial advisors to the First Lien Agent.

The Second Lien Agent and the Second Lien Term Loan Secured Parties
will be provided adequate protection which includes:

     (a) adequate protection liens including liens over any and all
tangible and intangible pre- and post-petition property of the
Debtors; and

     (b) allowed superpriority administrative expense claims
pursuant to sections 503(b), 507(a) and 507(b) of the Bankruptcy
Code, with priority over any and all administrative expenses and
all other claims against the Debtors.

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

            http://bankrupt.com/misc/deb18-10265-9.pdf

                 About Ascent Resources Marcellus

Oklahoma City-based Ascent Resources Marcellus Holdings, LLC and
its wholly owned subsidiaries, Ascent Resources - Marcellus, LLC
("ARM") and Ascent Resources Marcellus Minerals, LLC were formed to
acquire, explore for, develop, produce and operate natural gas and
oil properties in the Marcellus Shale.  The ARM Entities currently
own or have the right to develop 43,000 net acres in northern West
Virginia.

Ascent Resources Marcellus Holdings and 2 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10265) on Feb. 6, 2017.

Ascent Resources, LLC, Ascent Resources Utica Holdings, LLC, Ascent
Resources - Utica, LLC and Ascent Resources Management Services,
LLC -- Ascent Entities – are not included in the ARM
Restructuring and their operations remain unaffected by the ARM
Restructuring.

The Debtors tapped Sullivan & Cromwell LLP as general bankruptcy
counsel; Young Conaway Stargatt & Taylor, LLP, as bankruptcy
co-counsel; D.R. Payne & Associates, Inc., as restructuring
advisor; PJT Partners, as financial advisor; and Prime Clerk LLC,
as claims agent.

                          *     *     *

On Feb. 6, 2018,  the Debtors filed their Plan of Reorganization
and the Disclosure Statement related thereto.  The Bankruptcy Court
will hold a hearing to consider approval of the Disclosure
Statement at a later date which has not yet been set.


AVSC HOLDING: Moody's Lowers CFR to B3 After Dividend Announcement
------------------------------------------------------------------
Moody's Investors Service downgraded AVSC Holding Corp.'s ("AVSC,"
dba "PSAV") Corporate Family Rating (CFR) to B3 from B2 and its
Probability of Default Rating (PDR) to B3-PD from B2-PD. At the
same time, Moody's assigned a B2 rating to the company's proposed
$1.1 billion first lien senior secured credit facility (including
the proposed $100 million revolver due 2023 and $1.03 billion first
lien term loan due 2025), as well as a Caa2 rating to the proposed
$285 million second lien senior secured term loan due 2025. The
rating outlook is stable.

The company intends to use the net proceeds from the proposed bank
credit facilities to refinance its existing debt, fund a sizable
dividend of approximately $317 million to its financial sponsors,
and pay associated fees and expenses. PSAV will enter into a new
$100 million revolving credit facility, which will have moderate
borrowings at close. The B2 ratings of PSAV's existing first lien
credit facilities are unaffected at this time but will be withdrawn
upon repayment in conjunction with the refinancing.

The downgrade to B3 CFR reflects PSAV's aggressive financial
policies and weakened credit profile following a third dividend
transaction since being acquired by Broad Street Principal
Investments and Olympus Partners in 2014. The proposed transaction
will raise leverage by approximately 1.5 turns to 6.3 times from
4.8 times based on December 31, 2017 debt-to-EBITDA (Moody's
adjusted and incorporating full year earnings contribution from the
recent acquisitions). The company's annual interest expense is also
projected to increase by approximately $35-40 million as a result
of the transaction, meaningfully reducing free cash flow
generation. The portable capital structure also elevates event risk
for debt holders.

"While industry fundamentals remain favorable, Moody's are
concerned about PSAV's prospects for meaningful deleveraging from
its high pro forma debt-to-EBITDA leverage given Moody's tapered
expectations for RevPar growth of 1%-3% for 2018 and reduced cash
flow capacity," said Moody's analyst Oleg Markin. "With most cash
flows historically distributed to owners or used to fund PSAV's
acquisition growth strategy, Moody's do not anticipate significant
debt paydown over the next 12-18 months", added Markin. Moody's
expects PSAV's debt-to-EBITDA leverage to remain above 5.5 times
and free cash flow to debt sustained below 4% over the next 12-18
months.

Moody's took the following rating actions on AVSC Holding Corp.:

Ratings Downgraded:

-- Corporate Family Rating, downgraded to B3 from B2

-- Probability of Default Rating, downgraded to B3-PD from B2-PD

Ratings assigned:

-- $100 million senior secured first lien revolving credit
    facility expiring 2023, at B2 (LGD3)

-- $1.03 billion senior secured first lien term loan due 2025, at

    B2 (LGD3)

-- $285 million senior secured second lien term loan due 2025 at
    Caa2 (LGD5)

Ratings unchanged and will be withdrawn upon close of transaction:

-- $100 million senior secured first lien revolving credit
    facility due 2022, at B2 (LGD3)

-- $980 million senior secured first lien term loan due 2024, at
    B2 (LGD3)

-- Outlook is stable

All ratings are subject to the execution of the transaction as
currently proposed and Moody's review of final documentation. The
instrument ratings are subject to change if the proposed capital
structure is modified.

RATINGS RATIONALE

PSAV's B3 CFR reflects the company's high financial leverage, low
operating margins, high susceptibility to economic cycles, and
aggressive financial policies that are demonstrated by recurring
debt-financed distributions to shareholders under its current
sponsors. Debt leverage is high in the context of the company's
cyclical business and high levels of upfront cash investments
needed to acquire and retain customers. There is potential exposure
to a change in ownership given the portable capital structure
associated with the proposed credit agreement and the resulting
uncertainties regarding the future operating strategy and financial
policies that could occur with a change of control. Key mitigating
factors supporting the B3 rating are the company's solid history of
operating performance, its formidable market position in the U.S.
high-end hotel audio visual meeting event services market,
successful integration of past acquisitions and Moody's expectation
for stable EBITDA growth in the mid-to-high single digits over the
next 12-18 months driven by good demand. Moody's also assumes that
the operating environment will remain favorable, including moderate
growth in the U.S. economy. Because PSAV's revenue and earnings are
exposed to cyclical downturns, the assumption of economic growth
over the next 12-24 months is an important credit consideration as
it should allow the company to maintain flexibility to operate and
reinvest while leverage is elevated.

Liquidity is expected to be good over the next 12-15 months
supported by Moody's estimate of $35-45 million of annual free cash
flow and ample availability under the company's proposed $100
million revolving credit facility. These cash sources provide good
coverage for approximately $10 million of mandatory debt
amortization despite modest balance sheet cash and a moderate
degree of seasonality of cash flows. A new maximum senior secured
first lien leverage ratio of 6.75 times is applicable to the
proposed revolving credit facility only if it is drawn more than
35%. Moody's does not expect the covenant to be triggered over the
next 12 months and believes there will be good cushion within the
covenant level.

The stable rating outlook reflects Moody's expectation that PSAV
will continue to generate good free cash flow and grow organic
revenue in the low single digits with EBITDA growth at slightly
higher rates. The stable outlook also reflects Moody's view that
PSAV will maintain good liquidity and operate with adjusted
debt-to-EBITDA above 5.5 times range over the next 12-18 months.

Moody's could upgrade PSAV's ratings if profitable revenue growth
leads to a material reduction in leverage such that debt-to-EBITDA
(Moody's adjusted) leverage trends towards 5.0 times and free cash
flow to debt is sustained above 4%. PSAV would also need to
maintain sufficient liquidity to manage through periods of cyclical
earnings pressure.

Moody's could downgrade PSAV's ratings if the company fails to
generate meaningful free cash flow, revenues or margins decline,
liquidity weakens for any reason, or adjusted debt-to-EBITDA is
sustained above 7.0 times.

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

AVSC Holding Corp., operating under the brand name PSAV, is an
international provider of audio visual equipment and event
technology support within the hotel, resort and conference center
industry. The company generated revenues of approximately $1.68
billion in fiscal 2017. The company has been owned by Goldman Sachs
affiliate Broad Street Principal Investments and Olympus Partners
since January 24, 2014.


AYTU BIOSCIENCE: Howard Deshong Has 5.6% Stake as of Aug. 15
------------------------------------------------------------
Howard Deshong, III, beneficially owns 234,520 shares of Aytu
BioScience, Inc.'s common stock, representing  approximately 5.6%
of such class of shares outstanding, as disclosed in a Schedule 13G
filed with the Securities and Exchange Commission.  Mr. Deshong
indirectly owns 234,520 shares of Common Stock in his capacities as
managing member of the general partner of Galileo Partners Fund I,
L.P., a Delaware limited partnership, and as trustee of the Howard
C. Deshong, III Revocable Trust.  Galileo Partners Fund I, L.P. and
the Howard C. Deshong, III Revocable Trust directly own 184,520 and
50,000 shares of Common Stock, respectively, representing
approximately 4.4% and 1.2% of such class of shares outstanding,
respectively.  A full-text copy of the regulatory filing is
available at https://is.gd/PVezt0

                       About Aytu BioScience

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

Aytu BioScience reported a net loss of $22.50 million for the year
ended June 30, 2017, a net loss of $28.18 million for the year
ended June 30, 2016, and a net loss of $7.72 million for the year
ended June 30, 2015.  Aytu BioScience reported a net loss of $4.24
million for the three months ended Sept. 30, 2017.

As of Dec. 31, 2017, the Company had $18.85 million in total
assets, $15.82 million in total liabilities and $3.03 million in
total stockholders' equity.

"[T]he Company had approximately $4.0 million in cash including
approximately $76,000 in restricted cash (that is expected to be
released in fiscal year 2018).  In addition, for the quarter ended
December 31, 2017, and for the most recent four quarters ended
December 31, 2017, we used an average of $3.2 million of cash per
quarter for operating activities.  Looking forward, we expect cash
used in operating activities to be in the range of historical usage
rates, therefore, indicating substantial doubt about the Company's
ability to continue as a going concern.  We expect to require a
cash infusion during the fourth quarter of fiscal year 2018 to
sustain operations," the Company stated in its quarterly report for
the period ended Dec. 31, 2017.


AYTU BIOSCIENCE: Proposes Public Sale of Common Stock & Warrants
----------------------------------------------------------------
Aytu Bioscience, Inc., filed with the Securities and Exchange
Commission a Form S-1 registration statement relating to the
proposed offering of shares of its common stock and shares of
common stock underlying underwriters' warrants, with a proposed
maximum aggregate offering price of $12.37 million.

Aytu's common stock is listed on the NASDAQ Capital Market under
the symbol "AYTU."  On Feb. 9, 2018, the last reported sale prices
of the Company's common stock on the NASDAQ Capital Market was
$2.00.

The Company has granted a 45-day option to the representative of
the underwriters to purchase additional shares of common stock
solely to cover over-allotments, if any.

Joseph Gunnar & Co. serves as the sole book-running manager of the
offering while Fordham Financial Management acts as the lead
manager.

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

                        https://is.gd/xGY8pC

                     About Aytu BioScience

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

Aytu BioScience reported a net loss of $22.50 million for the year
ended June 30, 2017, a net loss of $28.18 million for the year
ended June 30, 2016, and a net loss of $7.72 million for the year
ended June 30, 2015.  Aytu BioScience reported a net loss of $4.24
million for the three months ended Sept. 30, 2017.

As of Dec. 31, 2017, the Company had $18.85 million in total
assets, $15.82 million in total liabilities and $3.03 million in
total stockholders' equity.

"[T]he Company had approximately $4.0 million in cash including
approximately $76,000 in restricted cash (that is expected to be
released in fiscal year 2018).  In addition, for the quarter ended
December 31, 2017, and for the most recent four quarters ended
December 31, 2017, we used an average of $3.2 million of cash per
quarter for operating activities.  Looking forward, we expect cash
used in operating activities to be in the range of historical usage
rates, therefore, indicating substantial doubt about the Company's
ability to continue as a going concern.  We expect to require a
cash infusion during the fourth quarter of fiscal year 2018 to
sustain operations," the Company stated in its quarterly report for
the period ended Dec. 31, 2017.


BCML HOLDINGS: Files for Chapter 11 Amid Foreclosure Suits
----------------------------------------------------------
West Palm Beach-based BCML Holdings filed Chapter 11 in U.S.
Bankruptcy Court in West Palm Beach on Feb. 12, 2018, listing $3.38
million in assets, the value of five condo units in Miami-Dade
County, and $3.61 million in liabilities, mostly mortgages and
condo association dues, reports Brian Bandell, senior reporter for
South Florida Business Journal.

BCML is facing five pending foreclosure lawsuits, the report says.

According to the report, BCML Holdings owns five units, all leased
to individual tenants.  The properties are:

   Condo Unit/                                         Property
   Location                                               Value
   -----------                                         --------
   Unit 2002 at Murano Grande at Portofino           $1,280,000
   400 Alton Road, Miami Beach

       1,874-square-foot unit

       Secured by a $937,000 loan from
       Nationstar Mortgage, which
       filed a foreclosure lawsuit in 2016.

       Rent $5,000 a month

   Unit 707 at Murano Grande at Portofino

       1,658-square-foot unit                          $842,471

       Secured by a $790,000 mortgage from
       Select Portfolio Servicing, which
       filed a foreclosure lawsuit in 2013.

       Rent $3,700 a month

   Unit 311 at Murano Grade at Portofino               $739,751

       1,649-square-foot condo

       Secured by a mortgage of $836,856
       from Wells Fargo Bank, which filed
       a foreclosure lawsuit in 2013.

       Rent $3,500 a month

   Unit 805 in the Mark on Brickell                    $235,593
   1155 Brickell Bay Drive, Miami

       760-square-foot condo

       Secured by a $578,400 mortgage from
       Select Portfolio Servicing, which
       filed a foreclosure lawsuit in 2015

       Rent $1,800 a month

   Penthouse 17 in Parc Central                        $287,969
   Aventura East, 3300 N.E.
   192nd St., Aventura

       1,062-square-foot condo

       Secured by a $460,000 mortgage
       from Select Portfolio Servicing,
       which filed a foreclosure lawsuit
       in 2015.

       Rent $1,700 a month

BCML Holdings is 99% owned by Western Homes LLC in Coral Gables,
and 1% owned by WC848 Holding LLC in Miami, according to the
bankruptcy petition.


BEBE STORES: Incurs $1.26 Million Net Loss in Second Quarter
------------------------------------------------------------
bebe stores, inc. filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q reporting a net loss of $1.26
million on $0 of net sales for the three months ended Dec. 30,
2017, compared to a net loss of $5.23 million on $0 of net sales
for the three months ended Dec. 31, 2016.

For the six months ended Dec. 30, 2017, the Company reported net
income of $1.39 million on $0 of net sales compared to a net loss
of $13 million on $0 of net sales for the six months ended Dec. 31,
2016.

As of Dec. 30, 2017, bebe stores had $29.53 million in total
assets, $39 million in total liabilities and a total shareholders'
deficit of $9.46 million.

As of Dec. 30, 2017, the Company's current liabilities exceeded its
current assets by $10.2 million.  The current liabilities include a
bridge loan of $16.1 million, net of issue discount, used to pay
lease termination expenses, which was to mature on May 30, 2018.
On Jan. 12, 2018, however, the bridge loan was canceled in its
entirety in exchange for common stock in the Company.  Assuming
this debt conversion had occurred on Dec. 30, 2017, the Company's
current assets would have exceeded our current liabilities by $5.9
million.  The Company continues to hold the LA studio for sale and
believe it will eventually sell the building for proceeds in excess
of the recorded book value.  The Company expects its operating
costs to reduce to an insignificant amount once it has completed
its obligations under the transition services agreement.

"Should we require additional liquidity and in the event that the
building is not sold, we believe it can be leveraged.  As a result
of our improved liquidity position and expectation of available
financing, therefore, we have concluded that cash and cash
equivalents, cash flows from operating activities and available
financing, if necessary, will be sufficient to fund operations and
meet our financial obligations through February 28, 2019," the
Company stated in the report.

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

                     https://is.gd/eMAAsu

                       About bebe stores

Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) --
http://www.bebe.com/-- designed, developed and produced a
distinctive line of contemporary women's apparel and accessories,
which it marketed under the bebe and BEBE SPORT brand names.

bebe stores reported a net loss of $138.96 million on $0 of net
sales for the fiscal year ended July 1, 2017, compared to a net
loss of $27.48 million on $0 of net sales for the fiscal year ended
July 2, 2016.

In fiscal 2017, the Company discontinued its retail operations and
closed all of its stores prior to the expiration of the related
leases and recorded an expense for lease termination costs included
in discontinued operations totaling $70.9 million during the fiscal
year.

During fiscal 2017, as a result of continued operating losses, bebe
stores shut down its retail operations.  The Company has entered
into an agreement to provide transition services to a third party
that has taken over bebe's online and international licensee
businesses.  The Company is being paid a fee which it expects to
cover substantially all of the costs of providing these services.
Once this agreement ends, the Company will transition to managing
its investment in the Joint Venture and the Company expects to
continue to receive a quarterly cash dividend from this investment.
In addition, the Company's other operating costs have been reduced
to insignificant levels following the transition.

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


BK RACING: Files for Ch.11 Amid Ahead of Receivership Hearing
-------------------------------------------------------------
Bob Pockrass, writing for ESPN, reports that BK Racing filed for
Chapter 11 bankruptcy on Feb. 15, 2018, less than an hour before a
hearing on a request from Union Bank & Trust to appoint a receiver
to take over BK Racing assets.

According to ESPN, the bankruptcy filing likely would allow the BK
Racing team to compete in the Daytona 500 this weekend and
potentially operate while coming up with a plan to pay debtors.

The Bank is seeking to put the Company's assets in the case of a
receiver.  Those assets include a charter, NASCAR's version of a
franchise that guarantees a spot in every race.

The bankruptcy filing halts all other court proceedings.

"We have a clear process around charter member governance," NASCAR
said in a statement Thursday, according to ESPN. "It is incumbent
upon charter members to be ready to race and compete at the highest
level. BK Racing remains the holder of the charter."

BK Racing could still have competed as a nonchartered team for one
of the four open spots in the field, but a noncharter team gets 35
percent of what a charter team earns per race, the report says,
noting that NASCAR still could revoke BK Racing's charter because
of the bankruptcy filing.

BK Racing said in its bankruptcy petition it has more than $10
million in assets and liabilities, including $1.2 million to
unsecured creditors.  BK also said it owes $569,539 to the BK
team's engine builder, Race Engines Plus, although REP has claimed
it is owed $647,084.


BLINK CHARGING: Files Amendment 11 to 4.6 Million Units Prospectus
------------------------------------------------------------------
Blink Charging Co. filed with the Securities and Exchange
Commission an amended Form S-1 registration statement relating to a
firm commitment public offering of 4,600,000 units, each unit
consisting of one share of its common stock, $0.001 par value per
share, and two warrant s each to purchase one share of Common
Stock, of Blink Charging Co. (formerly known as "Car Charging
Group, Inc."), based on the last reported price of the Common Stock
as reported on the OTC Pink Current Information Marketplace on Jan.
11, 2018, which was $5.00 per share.  The warrants included within
the units are exercisable immediately, have an exercise price of
$___ per share, 115 % of the public offering price of one unit, and
expire five years from the date of issuance.

The units will not be issued or certificated.  Purchasers will
receive only shares of Common Stock and warrants.  The shares of
Common Stock and warrants may be transferred separately,
immediately upon issuance.  The offering also includes the shares
of Common Stock issuable from time to time upon exercise of the
warrants.

The Company's Common Stock is presently quoted on the OTC Pink
Current Information Marketplace under the symbol "CCGI".  The last
reported sales price for its Common Stock as reported on the OTC
Pink Current Information Marketplace on Feb. 8, 2018 was $8. 20 .
The Company has applied to have its Common Stock and warrants
listed on The NASDAQ Capital Market under the symbols "BLNK" and
"BLNKW," respectively, which listing the Company expects to occur
upon consummation of this offering and is a condition of this
offering.  No assurance can be given that its application will be
approved.  There is no established public trading market for the
warrants.  No assurance can be given that a trading market will
develop for the warrants.

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

                       https://is.gd/MhOIgV

                       About Blink Charging

Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID),
formerly known as Car Charging Group, Inc. --
http://www.CarCharging.com/, http://www.BlinkNetwork.com/and
http://www.BlinkHQ.com/-- is a national manufacturer of public
electric vehicle (EV) charging equipment, enabling EV drivers to
easily charge at locations throughout the United States.
Headquartered in Florida with offices in Arizona and California,
Blink Charging's business is designed to accelerate EV adoption.
Blink Charging offers EV charging equipment and connectivity to the
Blink Network, a cloud-based software that operates, manages, and
tracks the Blink EV charging stations and all the associated data.
Blink Charging also has strategic property partners across multiple
business sectors including multifamily residential and commercial
properties, airports, colleges, municipalities, parking garages,
shopping malls, retail parking, schools, and workplaces.

The Company's name change to Blink Charging from Car Charging
Group, Inc., integrates the Company's largest operating entity,
Blink Network, and represents the thousands of Blink EV charging
stations that the Company owns and/or operates, and the Blink
network, the software that manages, monitors, and tracks the Blink
EV stations and all its charging data.

Car Charging reported a net loss attributable to common
shareholders of $9.16 million for the year ended Dec. 31, 2016,
compared with a net loss attributable to common shareholders of
$9.58 million for the year ended Dec. 31, 2015.  As of Sept. 30,
2017, Blink Charging had $1.90 million in total assets, $67.79
million in total liabilities, $825,000 in series B convertible
preferred stock, and a $66.71 million total stockholders'
deficiency.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred net losses since
inception and needs to raise additional funds to meet its
obligations and sustain its operations.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.



BREITBURN ENERGY: Must Consider $1.8B Lime Rock Bid, Judge Says
---------------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reported that U.S.
Bankruptcy Judge Stuart M. Bernstein said he would admit into
evidence a recent unsolicited $1.8 billion bid for Breitburn Energy
Partners LP.  The report says this raises questions if the move
actually reshapes a fight over Breitburn's estimated valuation and
pending restructuring plan.

According to the report, the ruling was made following a
contentious New York bankruptcy court hearing on Tuesday over
whether Breitburn's oil and gas reserves are worth more than the
company has said.

On February 2, 2018, a Statutory Committee of Equity Security
Holders of Breitburn Energy Partners LP, et al., moved to reopen
the record of the Confirmation Hearing to consider an unsolicited,
staking horse offer delivered by Lime Rock one week after the
conclusion of the Hearing on January 31.  Lime Rock is proposing to
purchase all of the Debtors' assets for $1.8 billion in cash.

According to the Equity Committee, Lime Rock's Stalking Horse Offer
would remain subject to higher and better bids at a public auction
with the value-maximizing protections of Bankruptcy Code section
363, pay first and second lien creditors in full, in cash, offer
unsecured claimholders recoveries near or better than the current
Plan provides while removing any discriminatory treatment between
classes 5A and 5B, and give far better protection against a $525
million tax liability for the Debtors' common unitholders.

Because Lime Rock formulated its offer exclusively with public
information, it requested a modest due diligence period of four
weeks to expire on March 14, 2018, by which it would determine
whether it could move forward as the stalking horse bidder.
Although the Stalking Horse Offer initially would have terminated
on February 9, just last week, Lime Rock affirmatively extended its
offer to February 14, so the Court and the parties could consider
it a Feb. 13 hearing, the Equity Committee said in Court papers
filed Feb. 12.

Lime Rock also emphasized that, remarkably, it had not received any
contact from the Debtors about the Stalking Horse Offer.

According to the Equity Committee, after sending the Court a letter
on February 1 to apprise it of the Stalking Horse Offer and the
stated reasons why they and their board determined not to explore
it, the Debtors filed a twelve-page brief explaining why the Court
should not grant the relief that the Equity Committee requested,
while at the same time taking the seemingly incongruent position
that the Debtors "have no objection" to the Motion.

According to the Equity Committee, the Second Lien Group, a
creditor constituency that stands to receive payment in full, in
cash upon consummation of the transaction proposed by Lime Rock,
filed an Objection that "does not oppose" reopening the record to
admit the Stalking Horse Offer.

"It appears that the Debtors and the Second Lien Group would much
rather sweep the Stalking Horse Offer under the rug, and avoid
altogether the sunlight of a public hearing," the Equity Committee
said Monday.

The Equity Committee contends that the Debtors and the Second Lien
Group should explain:

     * Why the Debtors did not even just pick up the phone and
       find out whether Lime Rock had any capacity to improve
       the Stalking Horse Offer?

     * How the Debtors' board determined that an all-cash bid
       that pays first and second lien creditors in full, in
       cash, and better protects against a $525 million tax
       liability for the Debtors' common unitholders did not at
       least warrant a conversation with Lime Rock, especially
       when a modest increase in the purchase price would
       indisputably reward unsecured claimholders with superior
       treatment than the current Plan and there is at least the
       possibility (if not a likelihood) that a competitive
       auction would provide a recovery for equity?

     * If the Debtors concluded in a matter of hours from their
       receipt of the Stalking Horse Offer that an all-cash bid
       subject to higher and better offers starting at the high
       end of the Lazard valuation was not good enough for the
       Debtors to at least explore their fiduciary out, then at
       what price do the Debtors believe they could ever find an
       alternative 'higher and better' than the current Plan?

     * What harm (much less irreparable harm) would befall the
       stakeholders in these chapter 11 cases if the Debtors
       granted Lime Rock four weeks of due diligence to solidify
       a stalking horse bid that would render all such
       stakeholders no worse off than they stand today?

     * If the Second Lien Group does not expect to receive value
       in excess of their claims under the current Plan, why do
       they continue to insist that they receive less than 100%
       of their claims in the form of LegacyCo equity rather than
       support the pursuit of a transaction that could pay the
       very same claims in full, in cash?

     * Why would the Ad Hoc Groups of Bondholders, some of the
       most sophisticated investors in the distressed debt
       community, pay $775 million for assets that the Debtors
       claim presently yield a return of only $32 million, a
       number even lower than the $38.75 million Breakup Premium
       that these same parties negotiated, while allowing non-
       eligible bondholders to obtain a higher percentage
       recovery under the current Plan without investing even a
       dollar of new money?

The Debtors have asserted that the Court should not grant the
Equity Committee's Motion because Lime Rock's Stalking Horse Offer
"is merely cumulative and adds nothing new."

However, the Equity Committee contends, the Debtors have not
explained how allowing Lime Rock four weeks to conduct the due
diligence it needs to eliminate the conditionality of its Stalking
Horse Offer will prejudice any of their stakeholders. To the
contrary, it would appear that doing so will not harm anyone. If
their pursuit of the Stalking Horse Offer can only improve
recoveries for creditors and equity holders, the Court must
seriously question why the Debtors refuse to do so.

The Equity Committee also notes that the Debtors have repeatedly
invoke the $38.75 million Breakup Premium as a reason not to pursue
alternatives to the current Plan.  But the Debtors obfuscate that,
importantly, the Breakup Premium does not become due and payable if
the Court denies confirmation on the basis that the Plan does not
satisfy 11 U.S.C. Sec. 1129(b) with respect to the senior unsecured
notes' class.

On November 28, 2017, Breitburn announced that they have reached an
agreement in principle with key creditor constituencies with
respect to an amended plan of reorganization and restructuring.

The Agreement in Principle has the support of certain lenders under
the Debtors' prepetition revolving credit facility, certain holders
of the Debtors' 9.25% Senior Secured Second Lien Notes, certain
holders of the Debtors' 7.785% Senior Notes due 2022 and 8.625%
Senior Notes due 2020 that collectively hold approximately 68% of
the outstanding principal amount of the Senior Unsecured Notes, and
the  Official Committee of Unsecured Creditors.

The Amended Plan is premised on the division of the Debtors' assets
and existing businesses into two separate entities upon the
occurrence of the effective date of the Amended Plan:

   (a) a newly-formed limited liability company ("LegacyCo")
       that will own all of the Debtors' assets other than
       certain assets located in the Permian Basin; and

   (b) a newly-formed corporation ("New Permian Corp.") that will
       acquire all of the equity of a newly-formed limited
       liability company that will own the Permian Assets. New
       Permian Corp. will also own 7.5% of the equity of
       LegacyCo.

Upon consummation and implementation of the Amended Plan, 92.5% of
the equity of LegacyCo (the post-emergence owner of the Debtors'
assets other than the Permian Assets) will be distributed to the
holders of the Second Lien Notes, subject to dilution by any
management incentive plan adopted by LegacyCo's board of directors.
In addition, as stated above, the Permian Assets will be owned by
New Permian Corp., which will also own 7.5% of the equity of
LegacyCo, subject to dilution by any management incentive plan
adopted by LegacyCo's board of directors.

Certain principal terms of the Agreement in Principle are:

    -- RBL Lenders holding allowed claims in the aggregate
       principal amount of $747,316,435.62 (the "RBL Claims")
       will receive a pro rata share of (a) cash in an amount
       equal to the RBL Claims minus $400 million and (b)
       participation in an amended and restated term loan
       facility in the principal amount of $400 million.  Each
       RBL Lender will also have the right to convert its entire
       portion of the Exit Facility to an equal amount of a
       revolving credit facility.

    -- Holders of the 9.25% Senior Secured Second Lien Notes
       with allowed claims solely for purposes of the Amended
       Plan in the aggregate amount of $793 million, plus accrued
       unpaid pre- and post-petition default interest on all
       outstanding obligations, costs, fees, indemnities, and all
       other obligations payable under the Second Lien Notes,
       will receive a pro rata share of 92.5% of the equity of
       LegacyCo, subject to potential dilution.

    -- Holders of Senior Unsecured Notes that are "eligible
       offerees" will receive the right to purchase their pro
       rata share of an aggregate of 60% of the shares to be
       issued by New Permian Corp., subject to certain dilution,
       pursuant to a $465 million rights offering to be
       implemented under the Amended Plan. All holders of Senior
       Unsecured Notes that are "eligible offerees" that do not
       elect to participate in the Rights Offering will receive
       no distribution.

    -- Pursuant to a backstop commitment agreement (subject to
       Bankruptcy Court approval), the members of the Ad Hoc
       Senior Notes Groups have committed to (a) exercise rights
       to purchase the remaining 40% of New Permian Corp. Shares
       for an aggregate amount of $310 million payable in cash,
       subject to certain dilution, and (b) backstop the Rights
       Offering.

    -- Both (a) the members of the Ad Hoc Senior Notes Groups,
       and (b) all other holders of Senior Unsecured Notes that
       are "eligible offerees" as of November 27, 2017 that
       irrevocably elect to participate in the Rights Offering by
       December 13, 2017, will receive on the Plan Effective Date
       their pro rata share (based on the respective backstop
       commitment amounts of the members of the Ad Hoc Senior
       Notes Groups and the respective subscription amounts as to
       the rights exercised by "eligible offerees" by December
       13, 2017) of 10% of the New Permian Corp. Shares, which
       will dilute the New Permian Corp. Shares issued pursuant
       to the Rights Offering and pursuant to the Minimum
       Allocation Rights.

    -- Holders of Senior Unsecured Notes that are not "eligible
       offerees" will receive, through a trust, New Permian Corp.
       Shares having a value equal to 4.5% of their claims but
       have the option to elect to receive instead cash in the
       amount of 4.5% of their claims; provided that the
       aggregate amount of the value of the New Permian Corp.
       Shares and cash distributed to such holders will not
       exceed $5,422,265. To the extent that the New Permian
       Corp. Shares and cash that would otherwise be issued to
       such holders exceeds $5,422,265, the distribution of such
       New Permian Corp. Shares and cash each will be reduced
       ratably to eliminate such excess.

    -- Holders of allowed general unsecured claims will receive
       their pro rata share of $1.5 million. Holders of allowed
       general unsecured claims exceeding $1 million, however,
       will have the right to elect to receive instead, New
       Permian Corp. Shares having a value equal to 4.5% of their
       allowed claims; provided that the aggregate amount of the
       distribution to such holders will not exceed New Permian
       Corp. Shares having a value equal to $817,240, and to the
       extent that the New Permian Corp. Shares that would
       otherwise be issued to such holders exceeds $817,240, the
       distribution of such shares will be reduced ratably to
       eliminate such excess.

    -- Holders of allowed general unsecured claims held by
       claimants that will provide goods and services necessary
       to the operation of LegacyCo or New Permian Corp. or that
       will benefit their assets, and will continue to do
       business with LegacyCo or New Permian Corp., will be paid
       in full in cash.

    -- Breitburn's common and preferred unitholders will receive
       no distribution or consideration under the Amended Plan on
       account of their equity interests, and all such units will
       be canceled on the Plan Effective Date. Nevertheless, the
       Debtors will incur a substantial amount of cancellation of
       debt and other income upon implementation of the Amended
       Plan that will be allocable to the unitholders for income
       tax purposes. Consistent with the plan of reorganization
       previously filed, the Debtors intend to structure the
       Amended Plan and the transactions related to its
       implementation so as to mitigate the impact of such
       cancellation of debt and other income. However, there is
       still a significant risk that unitholders could recognize
       a substantial amount of unsheltered income upon
       implementation of the Amended Plan depending, in part, on
       whether certain actions are taken by certain creditors
       beyond the Debtors' control on or before the Plan
       Effective Date or certain facts exist as to which the
       Debtors may be unaware with respect to related party
       ownership of equity of Breitburn by certain creditors on
       or before the Plan Effective Date.

Counsel to the Statutory Committee of Equity Security Holders of
Breitburn Energy Partners LP, et al.:

     Martin J. Bienenstock, Esq.
     Vincent Indelicato, Esq.
     Michael T. Mervis, Esq.
     Scott A. Eggers, Esq.
     PROSKAUER ROSE LLP
     Eleven Times Square
     New York, NY 10036
     Tel: (212) 969-3000
     Fax: (212) 969-2900

                    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.


BUCHANAN TRAIL: Files Chapter 11 Plan of Liquidation
----------------------------------------------------
Buchanan Trail Realty Holdings LLC filed a Disclosure Statement for
its Plan of Liquidation with the U.S. Bankruptcy Court for the
Southern District of New York.

The Plan provides for a sale of the Property pursuant to bidding
procedures. Currently, the Debtor has entered into a stalking horse
contract with Pennsylvania Cherry LLC in the amount of $5,700,000
for the Property.

Pursuant to the Bid Procedures, the Property will be marketed by
NAI CIR. From the Sale Proceeds, the Debtor intends to pay its
creditors as proposed by the Plan, with Foremost Realty Lender
LLC's claim of $4,584,193 carved out from the Sale Proceeds, funds
to pay Administrative Claims, including Allowed Professional Fee
Claims, and the $30,000 Unsecured Creditors Fund.

The holders of allowed Class 5 unsecured claims against the Debtor
will receive their pro-rata share of the $30,000 Unsecured
Creditors Fund, or, if the Property is sold at auction in an amount
in excess of Claims in Classes 1 to 4, their Pro-Rata share of any
Sale Proceeds remaining after payment is made in full to satisfy
senior claims.

The Debtor estimates unsecured claims of approximately $300,000.

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

          http://bankrupt.com/misc/nysb17-23619-24.pdf

            About Buchanan Trail Realty Holdings

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

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

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

Judge Robert D. Drain presides over the case.

The Debtor hires Commercial-Industrial Realty Company, d/b/a NAI
CIR, as real estate broker for the purpose of marketing and selling
the real property located at 6092-6084 & 6100 Buchanan Trail West,
Mercersburg, PA.


BURROUGHS ROADHOUSE: Wants Court Approval to Use Cash Collateral
----------------------------------------------------------------
Burroughs Roadhouse, LLC, seeks authority from the U.S. Bankruptcy
Court for the Easter District of Michigan to use cash collateral.

The Debtor revealed that its cash collateral consisted of:

    a. cash estimated at $746 as of Feb. 10, 2018;
    b. unpaid credit card receivables estimated at $4,726, as of
Feb. 10, 2018;
    c. food inventory estimated at $9,031, as of Jan. 26, 2018;
and
    d. alcohol inventory estimated at $8,922.

The Debtor argued that without authority to use cash collateral, it
will be unable to obtain the goods and services it needs to
function as a restaurant and entertainment venue, and thus suffer
immediate and irreparable harm.

The Debtor revealed that to the best of its knowledge, its only
creditor is Snap Advances LLC who is owed an estimated $70,890 as
of Jan. 29, 2018. The cash collateral of Snap Advances consists of
certain future credit card receivables. Prior to filing for
bankruptcy, Snap Advances had received 9% of all credit card
receivables.

While there are other secured creditors whose security interests
arise in connection with certain equipment leases and/or the
purchase of certain specific pieces of equipment, to that extent
however the Debtors believe that these creditors do not have any
interest in its cash collateral.

As adequate protection to Snap Advances, the Debtor offers
replacement liens to the extent of any diminution in value of its
prepetition Cash Collateral. The Replacement Lien shall be a lien
on the assets which are created, acquired, or arise after the
Petition Date, but limited to only those types and descriptions of
collateral in which the Secured Creditor holds a prepetition lien.
The Replacement Lien shall have the same priority and validity as
Secured Creditor's prepetition lien.

As additional adequate protection to Snap Advances, the Debtor will
make monthly interest only payments to Snap equal to interest at
4.5% per annum of the total amount claimed owing to Snap, which is
$266 per month. The first adequate protection payment shall be paid
on Feb. 21, 2018, and on the 21st day of each month thereafter.

In its motion to use cash collateral, the Debtor disclosed a budget
and estimates a loss of $2,243 for February 2018 and a profit of
$99 for March 2018.

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

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

                   About Burroughs Roadhouse

Based in Brighton, Michigan, Burroughs Roadhouse, LLC, operates a
single-location American-style restaurant and entertainment venue
in Brighton, Michigan.  The company filed a Chapter 11 petition
(Bankr. E.D. Mich. Case No. 18-30319) on Feb. 10, 2018.  James A,
Wright, managing member, signed the petition.  Schafer and Weiner,
PLLC, is the Debtor's counsel.

                         *     *     *

The Debtor says it anticipates proposing a plan of reorganization
under new management to continue in business.


C & D FRUIT: Seeks Court Okay to Use Cash Collateral
----------------------------------------------------
C & D Fruit and Vegetable Co., Inc., and its debtor-affiliate Trio
Farms, L.L.C., seek approval from the U.S. Bankruptcy Court for the
Middle District of Florida to use cash collateral in the amount of
$887,102.

The Debtors revealed that prior to filing for bankruptcy, it was
loaned an amount of $3.5 million by Farm Credit of Florida, ACA,
which remains outstanding. The obligations to Farm Credit are
secured by mortgages on certain real property and security
interests in personal property, including inventory and accounts
receivable. In addition, Farm Credit has a mortgage on Tom and
Leanne O’Brien’s homestead.

The Debtors revealed as well that prior to the petition date, TCA
Global Credit Master Fund, LP, loaned the Debtors $760,000.00,
which amount was reduced by $150,000.00 due to the failure of TCA
Farms, LLC to close on the purchase of the Debtors’ assets. TCA
asserts a junior lien on personal property owned by the Debtors.

The Debtors disclosed as well that as set forth in the Case
Management Summary, they are currently in litigation with TCA and
dispute that any amount is owing and further dispute that TCA has a
valid lien or security interest in any assets.

Additionally, C&D owes approximately $1,747,000.00 to various
growers and brokers for prepetition produce purchases. Those
transactions may be governed by the Perishable Agricultural
Commodities Act (PACA). The growers and brokers may assert
interests in cash collateral pursuant to PACA. The Debtors are
filing a separate motion seeking authority to pay valid prepetition
PACA claims.

The Debtors request authority to use cash collateral immediately to
pay operating expenses necessary to continue the operation of the
Debtors’ businesses, to maximize the return on their assets, and
to otherwise avoid irreparable harm and injury to their businesses
and their estates.

Further, the cash collateral will be utilized in accordance with
the proposed budget which projects net income of $175,841 for C & D
Fruit and $464,142 for Trio Farms for February 2018.

A full-text copy of the Debtor's Motion and Proposed Budget is
available at:

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

               About C & D Fruit and Vegetable Co.

Based in Bradenton, Florida, C & D Fruit and Vegetable Co., Inc.,
and Trio Farms, L.L.C., grow, ship, and pack fresh fruits and
vegetables, including green beans, cucumbers, peppers, squash and
strawberries.  The companies are family owned and ships under the
O'Brien Family Farm label.  They ship throughout the United States
and Canada.

C & D Fruit and Vegetable Co. and Trio Farms sought Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 18-00997 & 18-00998) on Feb,
9, 2018.  In the petition signed by Thomas M. O'Brien, president, C
& D Fruit estimated assets and debt between $1 million and $10
million.  Edward J. Peterson, Esq., and Amy Denton Harris, Esq., at
Stichter, Riedel, Blain & Postler, P.A., serve as the Debtors'
counsel.


CAROL ROSE: Creditors to Get Pro-Rata Share From Sale Proceeds
--------------------------------------------------------------
Carol Alison Ramsay Rose, Individually, and Carol Rose, Inc. has
filed with the U.S. Bankruptcy Court for the Eastern District of
Texas a Joint Disclosure Statement in Support of their Joint
Chapter 11 Plan dated January 22, 2018.

The Plan estimates unsecured claims of approximately $69,000.

Under the Plan, Class 3 unsecured claim of Aaron and Class 4
unsecured claim of Weston will be paid its pro rata share from, at
each Reorganized Debtor's sole and absolute discretion, either: (a)
net sale proceeds no more than 90 days after the sale is closed or
(b) excess cash flow in forty quarterly installments at 6% percent
per-annum simple interest from the Effective Date until paid in
full. The Holders of the Class 3 and Class 4 Claims are impaired
and entitled to vote to accept or reject the Plan.

The Plan further provides that a Holder of an Allowed Class 5 Claim
will be paid its pro rata share from, at the Reorganized Debtors'
sole and absolute discretion, either (a) net sale proceeds no more
than 90 days after the Sale is closed or (b) excess cash flow in
forty quarterly installments at 6% percent per-annum simple
interest from the Effective Date until paid in full.

The Debtors will continue to exist after the Effective Date as
Reorganized Debtors. During the period from the Confirmation Date
through and until the Effective Date, the Debtors will continue to
operate their businesses as debtors-in-possession, subject to the
oversight of the Bankruptcy Court as provided in the Bankruptcy
Code, the Bankruptcy Rules, and all orders of the Bankruptcy Court
that are then in full force and effect.

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

             http://bankrupt.com/misc/txeb17-42058-66.pdf

Attorneys for Carol Rose, Individually:

   Louis M. Phillips, Esq.
   Amelia L. Bueche, Esq.
   KELLY HART & PITRE LLP
   One American Place
   301 Main Street, Suite 1600
   Baton Rouge, LA 70801-1916
   Telephone: (225) 381-9643
   Email: louis.phillips@kellyhart.com
          amelia.bueche@kellyhart.com

      -- and --

   Katherine T. Hopkins, Esq.
   KELLY HART & PITRE LLP
   201 Main Street, Suite 2500
   Fort Worth, Texas 76102
   Telephone: (817) 332-2500
   Email: katherine.hopkins@kellyhart.com

                       About Carol Rose Inc.

Carol Rose, Inc. -- http://carolrose.com/-- owns a horse breeding
facility in Gainesville, Texas.  It provides on-site breeding,
cooled semen, embryo transfer, mare care and maintenance and
foaling services.  It is owned by Carol Rose, a National Reined Cow
Horse Association (NRCHA) and National Reining Horse Association
(NRHA) breeder. Ms. Rose is the sole director and shareholder of
the Debtor.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Tex. Case No. 17-42058) on Sept. 19, 2017.  Ms.
Rose signed the petition.

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

Judge Brenda T. Rhoades presides over the case.  Gardere Wynne
Sewell LLP is the Debtor's bankruptcy counsel.  The Debtor tapped
Kelly Hart & Hallman LLP/Kelly Hart & Pitre as its special counsel.


CHARLES E. WALKER: District Ct. Upholds Order Appointing Trustee
----------------------------------------------------------------
In the appeals case captioned CHARLES E. WALKER, Appellant, v.
FAMILY TRUST SERVICES, LLC, et al., Appellees, Debtor-Appellant,
Case No. 3:16-cv-01976 (M.D. Tenn.), Walker appeals from the July
13, 2016 Order of the U.S. Bankruptcy Court for the Middle District
of Tennessee in the Chapter 11 case In re: Charles E. Walker, Case
No. 3:16-bk-03304, granting the appellee's Motion to Appoint
Trustee. The following motions ancillary to the appeal are also
pending: Appellees' Motion to Supplement Record and Take Judicial
Notice; and Appellees' Motion to Consider Post-Judgment Facts and
Take Judicial Notice. Upon review of the case, District Judge Aleta
A. Trauger affirms the Bankruptcy Court's order and denies the
other pending motions as moot.

Walker argues that the Bankruptcy Court erred in appointing a
trustee because (1) the appellees failed to establish that he
engaged in fraud; (2) the Bankruptcy Court improperly shifted the
burden of proof to him to explain why a trustee should not be
appointed; (3) the Bankruptcy Court erred in ascribing an improper
motive to Walker's filing his bankruptcy petition in an improper
venue; and (4) the issues raised in FTS v. REO are barred by res
judicata, as they have already been litigated in other courts.
Although he had argued in his Responses to the appellees' Motion
for Summary Affirmance and Motion for Sanction of Dismissal that
the appellees are not a proper party to this appeal, prompting the
judge previously presiding over this action to direct the parties
to brief the issue of standing, Walker does not raise the issue of
standing in his initial Brief in support of his appeal.

In their Response Brief, the appellees argue that (1) the
Bankruptcy Court did not abuse its discretion in appointing a
trustee; and (2) the appeal has been rendered moot or equitably
moot by subsequent events in the bankruptcy proceeding. The
appellees' motions to supplement the record arise in connection
with their contention that this appeal has been rendered moot. In
his Reply Brief, Walker reprises his standing arguments and denies
that his appeal is equitably moot.

The court finds it unnecessary to consider the fact-intensive
question of mootness or the post-appeal events to which the
appellees seek to draw the court's attention. The record relevant
to the appeal establishes beyond any doubt that the Bankruptcy
Court did not abuse its discretion in appointing a trustee. Walker,
in fact, does not actually argue to the contrary. He has not shown
either that the Bankruptcy Court's findings were clearly erroneous
or that it applied an incorrect legal standard.

With regard to Walker's insistence that the appellees failed to
prove fraud, the Bankruptcy Court's decision to appoint a trustee
did not rest upon a conclusion that Walker had engaged in fraud.
Rather, as set forth above, the Bankruptcy Court determined that
the appellees' evidence clearly established either dishonesty on
the part of Walker or "such an extraordinary inattention to detail
and/or incompetence" that the Bankruptcy Court did not "feel
comfortable leaving [Walker] in charge of a debtor in possession."
That factual determination was supported by clear and convincing
evidence.

As for Walker's argument that the Bankruptcy Court improperly
shifted the burden of proof to him to explain why a trustee should
not be appointed, Walker is simply incorrect. The Bankruptcy Court
noted the abundance of unrebutted evidence showing that someone
associated with Walker had engaged in forgery. The Bankruptcy Court
found it surprising that Walker made no attempt to explain what had
actually happened. As a result of his failure to present any
rebuttal proof, he could not dispel the presumption raised by the
appellees' evidence that "these incidents reflect some type of
improper conduct."

Walker also argues that the Bankruptcy Court erred in presuming
that Walker had an improper motive in filing his bankruptcy
petition in an improper venue. This contention, too, is without
merit. Although filing suit in an improper venue does not, standing
alone, establish improper conduct on the part of a litigant, the
evidence in the record supports the Bankruptcy Court's conclusion
that Walker had lied under oath when he stated on his Chapter 11
Voluntary Petition that he lived in Humboldt, Tennessee. The
Bankruptcy Court found that this was one additional piece of
evidence of untrustworthiness on the part of Walker that weighed in
favor of appointing a trustee for cause.

A full-text copy of Judge Trauger's Memorandum and Order dated Jan.
31, 2018 is available at https://is.gd/Bt49lN from Leagle.com.

Charles E. Walker, Plaintiff, represented by Charles E. Walker,
Woodbine Legal, Isaac T. Conner, Manson Johnson Conner, PLLC,
Jamaal L. Boykin -- jboykin@mansonjohnsonlaw.com --   Manson
Johnson Conner, PLLC, Steven Lee Lefkovitz, Lefkovitz & Lefkovitz &
Thomas H. Strawn, Law Office of Thomas Harold Strawn Jr.

Family Trust Services LLC, Mr. Steven Reigle, Regal Homes Co., Mr.
Billy Gregory & Mr. John Sherrod, III, Appellees, represented by
Paul J. Krog -- pkrog@leader.bulso.com -- Leader, Bulso & Nolan,
PLC.

John C. McLemore, Interested Party, represented by John Clayborne
McLemore -- jmclemore@gmylaw.com -- Garfinkle, McLemore & Walker,
PLLC.

Charles E. Walker filed for Chapter 11 Bankruptcy Protection
(Bankr. W.D. Tenn. Case No. 16-10413) on Feb. 29, 2016.


CHARLES RIVERS: Moody's Affirms 'Ba2' CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed Charles Rivers Laboratories
International Inc.'s Ba2 Corporate Family Rating and Ba2-PD
Probability of Default Rating, as well as the Ba2 rating on the
senior secured credit facilities. The SGL-2 Speculative Grade
Liquidity Rating was also affirmed. Charles River announced today
that it will acquire MPI Research ("MPI"), an early stage contract
research organization (CRO), for approximately $800 million in
cash. The acquisition will be funded with Charles River's credit
facility and cash. Depending on the final mix of funding sources,
the credit facility ratings could be impacted. The rating outlook
is stable.

The affirmation of the Ba2 Corporate Family Rating reflects Charles
River's good track record of deleveraging post acquisition, and its
enhanced scale and service offerings. The acquisition also
increases its exposure to the fast growing biotech segment. The
acquisition of MPI increases Charles River's adjusted debt to
EBITDA to around 4.0x (from 2.8x currently) on a pro forma basis.
Moody's anticipates that EBITDA growth and debt repayment will
result in deleveraging approaching 3.0x within 12-18 months. In
addition, Moody's believes Charles River will have better cash
generation and improved access to global cash flow as a result of
recent US federal tax changes.

Ratings affirmed:

Charles River Laboratories International, Inc.:

Corporate Family Rating at Ba2

Probability of Default Rating at Ba2-PD

Senior secured revolving credit facility expiring March 2021 at
Ba2 (LGD 3)

Senior secured term loan due March 2021 at Ba2 (LGD 3)

Speculative Grade Liquidity Rating at SGL-2

Outlook Actions:

Outlook remains stable

RATINGS RATIONALE

Charles River's Ba2 Corporate Family Rating reflects its leading
competitive position in its core markets as an early stage contract
research organization (CRO) and its good geographic and customer
diversity. Charles River generates strong and stable free cash and
generally maintains moderate financial leverage. The ratings are
constrained by the company's focus on niche markets, some of which
Moody's believe will face headwinds due to reduced usage of
research models (e.g. mice and rats) in scientific research. The
ratings are also constrained by Charles River's vulnerability to
reduced R&D budgets of customers and the potential negative impact
on the company if funding to biotechnology and small to medium
sized pharmaceutical companies becomes scarce.

The SGL-2 Speculative Grade Liquidity rating reflects Moody's
expectation for strong cash generation and balance sheet cash of
approximately $164 million. This is balanced by limited
availability under its $1 billion revolver post transaction. The
increase in leverage will reduce cushion under the company's
financial covenants, although improving throughout 2018.

The stable outlook reflects Charles River's increased financial
leverage and integration risk associated with acquiring MPI. This
is offset by Moody's expectation of good cash generation and high
single digit EBITDA growth over the next 12-18 months.

Moody's could upgrade the ratings if the company demonstrates
sustained, organic revenue growth and if Moody's expects debt to
EBITDA to be sustained below 3.0x and free cash flow to debt above
20%.

The ratings could be downgraded if Charles River experiences
declining profits due to competitive pressures or a market
contraction. The ratings could be downgraded if adjusted debt to
EBITDA is sustained above 4.0x.

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

Charles River Laboratories International, Inc., ("Charles River")
headquartered in Wilmington, MA, is an early stage contract
research organization ("CRO"). The company provides discovery and
safety assessment services used in early-stage drug development, as
well as research models (e.g. mice and rats) for use in scientific
research, and manufacturing support products and services. The
company reported revenues of approximately $1.9 billion for the
twelve months ended December 31, 2017.


CJ MICHEL INDUSTRIAL: Authority to Use Cash Extended Until Feb. 28
------------------------------------------------------------------
Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky has entered an order extending CJ
Michel Industrial Services, LLC's authorization to use cash
collateral through Feb. 28, 2018, in order to pay those items
designated on Budget.

All terms, including any adequate protection granted in the Agreed
Order for Authority to Incur Secured Debt in the Form of
Continuation of the Debtor's Sale of Accounts Receivable to Gulf
Coast Bank & Trust Company will remain in effect.

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

         http://bankrupt.com/misc/kyeb17-51611-139.pdf

The Court previously entered an order authorizing the Debtor to use
cash collateral through Jan. 31, 2018.

               About CJ Michel Industrial Services

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

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

CJ Michel Industrial Services, based in Lancaster, Kentucky, filed
a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug.
10, 2017.  In the petition signed by Clarence J. Michel, Jr.,
member, the Debtor estimated $0 to $50,000 in assets and $1 million
to $10 million in liabilities.

The Hon. Gregory R. Schaaf presides over the case.  

Jamie L. Harris, Esq., at DelCotto Law Group PLLC, serves as
bankruptcy counsel to the Debtor.

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


CJ MICHEL INDUSTRIAL: Seeks to Continue Using Cash Collateral
-------------------------------------------------------------
CJ Michel Industrial Services LLC is asking approval from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to extend the
use of Cash Collateral under a proposed budget through March 31,
2018.

As reported in the Troubled Company Reporter Jan. 25, 2018, the
Debtor had asked the Court to extend the use of Cash Collateral
through Feb. 28, 2018.

The Debtor needs extended use of Cash Collateral in order to
continue its operations under the Budget.  The Debtor will provide
the creditor with the same adequate protection as provided in
previous orders.

Without continued use of Cash Collateral, the Debtor will be
irreparably harmed as cash is essential to continue business
operations and pay employees.

A full-text copy of the Budget is available at:

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

             About CJ Michel Industrial Services

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

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

CJ Michel Industrial Services, based in Lancaster, Kentucky, filed
a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug.
10, 2017.  In its petition, the Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities.  The petition
was signed by Clarence J. Michel, Jr., member.  

The Hon. Gregory R. Schaaf presides over the case.  

Jamie L. Harris, Esq., at DelCotto Law Group PLLC, serves as
bankruptcy counsel to the Debtor.

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


COMSTOCK RESOURCES: Southpaw Asset Has 7.2% Stake as of Dec. 31
---------------------------------------------------------------
Southpaw Asset Management LP, Southpaw Holdings LLC, Kevin Wyman
and Howard Golden disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2017, they
beneficially own 1,163,014 shares of common stock of Comstock
Resources, Inc., constituting 7.2 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at:

                     https://is.gd/j6B6Gh

                   About Comstock Resources

Comstock Resources, Inc. -- http://www.comstockresources.com/-- is
an independent energy company based in Frisco, Texas and is engaged
in oil and gas acquisitions, exploration and development primarily
in Texas and Louisiana.  The Company's stock is traded on the New
York Stock Exchange under the symbol CRK.

Comstock incurred a net loss of $135.1 million in 2016, a net loss
of $1.0 billion in 2015, and a net loss of $57.11 million in 2014.
As of Sept. 30, 2017, Comstock Resources had $899.6 million in
total assets, $1.22 billion in total liabilities and a total
stockholders' deficit of $328.44 million.

                          *     *     *

In September 2016, S&P Global Ratings raised its corporate credit
rating on Comstock Resources to 'CCC+' from 'SD' (selective
default).  The 'CCC+' corporate credit rating reflects S&P's view
that the company's debt levels are unsustainable under its current
price assumptions.  

Comstock Resources carries a 'Caa2' corporate family rating from
Moody's Investors Service.  The Caa2 CFR reflects Comstock's high
leverage, limited scale, and the risks of further degradation in
credit metrics in a low oil and natural gas price environment.


CORBETT-FRAME INC: Court Okays Cash Collateral Use for February
---------------------------------------------------------------
The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky gave its approval for Corbett-Frame,
Inc., to use cash collateral through Feb. 28, 2018.

As reported in the Troubled Company Reporter on Feb. 5, 2018, the
Debtor's Budget for the month February 2018 provides total
operating expenses of approximately $56,637.

The Debtor stated that access to cash collateral is necessary to
ensure continued going-concern operations and to protect and
preserve the value of the Debtor's assets and ongoing operations.

The Debtor proposed to provide the Cash Collateral Creditors with
the same adequate protection as provided in previous orders
including replacement liens and payment.

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

           http://bankrupt.com/misc/Corbett-FrameFebOrder.pdf

                       About Corbett-Frame

Corbett-Frame, Inc., d/b/a Corbett-Frame Jewelers, owns a jewelry
store in Lexington, Kentucky, offering contemporary designer
collections & customized pieces.  The Company is a small business
debtor as defined in 11 U.S.C. Section 101(51D).

Corbett-Frame filed a Chapter 11 petition (Bankr. E.D. Ky. Case No.
17-51607) on Aug. 9, 2017.  In the petition signed by Jennifer
Lykins, its president, the Debtor estimated its assets and
liabilities at between $1 million and $10 million.  The case is
assigned to Judge Gregory R. Schaaf.  The Debtor is represented by
Jamie L. Harris, Esq., at the Delcotto Law Group PLLC.

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


CTI BIOPHARMA: BVF Partners Has 19.9% Stake as of Feb. 12
---------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of CTI BioPharma Corp. as of Feb. 12, 2018:

                                        Shares      Percentage
                                     Beneficially      of
  Reporting Persons                     Owned        Shares
  -----------------                  ------------   ----------
Biotechnology Value Fund, L.P.         6,795,120       10.7%
Biotechnology Value Fund II, L.P.      4,179,486        6.6%
Biotechnology Value Trading Fund OS LP   483,708   Less Than 1%
BVF Partners OS Ltd.                     483,708   Less Than 1%
BVF Partners L.P.                     12,753,896        19.99%
BVF Inc.                              12,753,896        19.99%
Mark N. Lampert                       12,753,896        19.99%
Matthew D. Perry                          43,139   Less Than 1%

The shares of Common Stock purchased by each of BVF, BVF2, Trading
Fund OS, and held in the Partners Managed Accounts, were purchased
with working capital in open market purchases.

On Feb. 8, 2018, the Issuer entered into an exchange agreement with
certain of the Reporting Persons pursuant to which certain of the
Reporting Persons agreed to exchange 8,000,000 shares of the
Issuer's Common Stock, and 575 shares of the Issuer's Series N
Preferred Stock, par value $0.001 per share, that it owns into an
aggregate of 12,575 shares of the Company's Series O Preferred
Stock.  The conversion ratio is 667 shares of Common Stock for 1
share of Series O Preferred Stock.  The Series N Preferred Stock
were converted to Series O Preferred Stock at a ratio of 1:1.  The
Series O Preferred Stock are subject to the Beneficial Ownership
Limitation.

On Feb. 9, 2018, certain of the Reporting Persons in connection
with a public offering by the Issuer purchased, in the aggregate,
6,333,333 shares of Common Stock, for a price of $3.00 per share.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/dBa1oD

                      About CTI BioPharma

Based in Seattle, Washington, CTI BioPharma Corp. (NASDAQ: CTIC) --
http://www.ctibiopharma.com/-- is a biopharmaceutical company
focused on the acquisition, development and commercialization of
novel targeted therapies covering a spectrum of blood-related
cancers that offer a unique benefit to patients and healthcare
providers.  The Company has a late-stage development pipeline,
including pacritinib for the treatment of patients with
myelofibrosis.  

CTI Biopharma reported a net loss attributable to common
shareholders of $52 million for the year ended Dec. 31, 2016, a net
loss attributable to common shareholders of $122.6 million for the
year ended Dec. 31, 2015, and a net loss attributable to common
shareholders of $95.99 million.  The Company had $65.53 million in
total assets, $37.12 million in total liabilities, and $28.41
million in total shareholders' equity as of Sept. 30, 2017.

"Our available cash and cash equivalents were $52.8 million as of
September 30, 2017.  We believe that our present financial
resources, together with payments projected to be received under
certain contractual agreements and our ability to control costs,
will only be sufficient to fund our operations into the third
quarter of 2018.  This raises substantial doubt about our ability
to continue as a going concern," said the Company in its quarterly
report for the period ended
Sept. 30, 2017.


CTI BIOPHARMA: Leerink Underwrites 20 Million Stock Offering
------------------------------------------------------------
CTI BioPharma Corp. has entered into an underwriting agreement with
Leerink Partners LLC acting as sole book-running manager and as
representative of the several underwriters, relating to the offer
and sale of 20,000,000 shares of the Company's common stock, par
value $0.001 per share.  The price to the public in this Offering
is $3.00 per share of Common Stock.  The Underwriters have
exercised in full their option to purchase an additional 3,000,000
shares.  Upon closing of the Offering, the total number of issued
and outstanding shares is expected to be approximately 57,982,990.
The net proceeds to the Company from this Offering are expected to
be approximately $64.2 million, after deducting underwriting
discounts, commissions and other estimated offering expenses.

The Company filed a shelf registration statement on Form S-3
(Registration Statement No. 333-221382) with the Securities and
Exchange Commission on Nov. 7, 2017, which became effective on Dec.
6, 2017 and was amended on Jan. 24, 2018 and Jan. 31, 2018, which
amendments became effective on Jan. 31, 2018.  The Offering was
made pursuant to the Registration Statement, as supplemented by a
preliminary prospectus supplement filed with the SEC on
Feb. 5, 2018, a free writing prospectus filed with the SEC on
Feb. 8, 2018, and a final prospectus supplement filed with the SEC
on Feb. 12, 2018.

The Company plans to use the net proceeds from this offering to (i)
complete the PAC203 clinical trial, (ii) complete the review of the
pacritinib MAA by the EMA, (iii) conduct additional research
concerning the possible application of pacritinib in indications
outside of myelofibrosis, and (iv) complete the PIX306 clinical
trial, as well as for general corporate purposes, which may include
funding research and development, conducting preclinical and
clinical trials, acquiring or in-licensing potential new pipeline
candidates, preparing and filing possible new drug applications and
general working capital.

In the Underwriting Agreement, the Company has agreed to indemnify
the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribute to
payments that the Underwriters may be required to make because of
those liabilities.

                      BVF Exchange Agreement

On Feb. 8, 2018, BVF Partners L.P. entered into an Exchange
Agreement with the Company to exchange 8,000,000 shares of Common
Stock and 575 shares of the Company's Series N Preferred Stock, par
value $0.001 per share, that BVF Partners owns into 12,575 shares
of the Company's Preferred Stock.  BVF Partners is a beneficial
owner of approximately 20.00% of the Common Stock, and Matthew
Perry, president of BVF Partners, serves on the Board of the
Company.

                Certificate of Designation Filed

On Feb. 8, 2018, the Company filed a Certificate of Designation
with the Secretary of State of the State of Delaware to authorize
the issuance of the Series O Convertible Preferred Stock, par value
$0.001 per share.

The Company's board of directors has designated up to 12,575 shares
of the 33,333 authorized shares of the Company's preferred stock as
the Preferred Stock.  Each share of Preferred Stock has a stated
value of $2,000.

The Preferred Stock ranks on parity to the Company's Common Stock.

Each share of Preferred Stock is convertible into shares of Common
Stock at any time at the option of the holder thereof, into the
number of shares of Common Stock determined with reference to the
Conversion Ratio (as defined in the Certificate of Designation).
Holders of the Preferred Stock are prohibited from converting
Preferred Stock into shares of Common Stock if, as a result of such
conversion, the holder, together with its affiliates, would own
more than 9.99% of the total number of shares of Common Stock
issued and outstanding immediately after giving effect to such
conversion.  However, any holder may reset such percentage to a
higher percentage not to exceed 19.99%, provided that any increase
in such percentage shall not be effective until 61 days after
notice to the Company.

Upon any liquidation, dissolution or winding-up of the Company, the
holders of Preferred Stock shall be entitled to receive an amount
equal to the Stated Value of $2,000 per share for each outstanding
share of the Preferred Stock, plus any declared and unpaid
dividends and any other payments that may be due thereon, before
any distribution or payment shall be made on any Junior Securities
(as defined in the Certificate of Designation).

Shares of Preferred Stock generally have no voting rights, except
as otherwise expressly provided in the Certificate of Designation
or as otherwise required by law.  However, as long as any shares of
Preferred Stock are outstanding, the Company shall not, without the
affirmative vote of the Holders of a majority of the then
outstanding shares of the Preferred Stock, (i) alter or change
adversely the powers, preferences or rights given to the Preferred
Stock or alter or amend this Certificate of Designation, amend or
repeal any provision of, or add any provision to, the Certificate
of Incorporation or bylaws of the Company, or file any articles of
amendment, certificate of designations, preferences, limitations
and relative rights of any series of preferred stock, if such
action would adversely alter or change the preferences, rights,
privileges or powers of, or restrictions provided for the benefit
of the Preferred Stock, regardless of whether any of the foregoing
actions shall be by means of amendment to the Certificate of
Incorporation or by merger, consolidation or otherwise, (ii) issue
further shares of Preferred Stock or increase or decrease (other
than by conversion) the number of authorized shares of Preferred
Stock, or (iii) enter into any agreement with respect to any of the
foregoing.

Holders of Preferred Stock are entitled to receive dividends on
shares of Preferred Stock equal (on an as-if-converted to Common
Stock basis, without regard to the Beneficial Ownership Limitation
(as defined in the Certificate of Designation)) to and in the same
form as dividends actually paid on shares of Common Stock when, as
and if such dividends are paid on shares of Common Stock.  No other
dividends will be paid on shares of Preferred Stock.

                    About CTI BioPharma

Based in Seattle, Washington, CTI BioPharma Corp. (NASDAQ: CTIC) --
http://www.ctibiopharma.com/-- is a biopharmaceutical company
focused on the acquisition, development and commercialization of
novel targeted therapies covering a spectrum of blood-related
cancers that offer a unique benefit to patients and healthcare
providers.  The Company has a late-stage development pipeline,
including pacritinib for the treatment of patients with
myelofibrosis.  

CTI Biopharma reported a net loss attributable to common
shareholders of $52 million for the year ended Dec. 31, 2016, a net
loss attributable to common shareholders of $122.6 million for the
year ended Dec. 31, 2015, and a net loss attributable to common
shareholders of $95.99 million.  The Company had $65.53 million in
total assets, $37.12 million in total liabilities, and $28.41
million in total shareholders' equity as of Sept. 30, 2017.

"Our available cash and cash equivalents were $52.8 million as of
September 30, 2017.  We believe that our present financial
resources, together with payments projected to be received under
certain contractual agreements and our ability to control costs,
will only be sufficient to fund our operations into the third
quarter of 2018.  This raises substantial doubt about our ability
to continue as a going concern," said the Company in its quarterly
report for the period ended
Sept. 30, 2017.


CUMULUS MEDIA: Proposes Incentive Programs, UST Objects
-------------------------------------------------------
BankruptcyData.com reported that Cumulus Media filed with the U.S.
Bankruptcy Court a motion authorizing the Debtors to continue
certain prepetition incentive compensation programs. The motion
explains, "Currently, 11 individuals participate in the short-term
and/or long-term incentive programs (the 'Quarterly Incentive Plan'
or 'QIP,' and the 'Supplemental Incentive Plan' or 'SIP',
respectively), four of whom are 'insiders' pursuant to section
101(31) of the Bankruptcy Code; the remaining employees eligible
under the programs are not insiders. Each one of the Incentive
Compensation Programs, including the QIP and SIP, is based on
achieving financial or operational performance targets. Each of the
performance targets supports achievement of Board-approved
consolidated Company EBITDA budgets, and many of the programs
(including the QIP and the SIP) have as targets Board-approved
consolidated Company EBITDA budgets of $210 million in 2017 and
$236 million in 2018 (the 'Board-Approved EBITDA Targets'). The
2018 Board-Approved EBITDA Target, which represents a 12% increase
over the 2017 Board-Approved EBITDA Target, is a challenging target
for the Debtors to meet, particularly in light of current industry
headwinds. [T]he Board approved an ambitious EBITDA target for the
QIP and SIP of $236 million in 2018, a 12% increase over the
comparable 2017 EBITDA target, which EBITDA target is also
supported by the 2018 performance targets specific to the other
Incentive Compensation Programs. To align compensation with
performance, as part of their employment agreements, most of the
Debtors' market leadership employees are eligible to participate in
a program that has an 'at risk' compensation feature (the 'Market
Manager Incentive Compensation Program') based on the following
standard formula: - 50% of total bonus opportunity: an amount equal
to 4.125% or 5.5% of annual salary is payable quarterly based on
the achievement of quarterly market-level EBITDA targets; and - 50%
of total bonus opportunity: an amount equal to 16.5% or 22% of
annual salary is payable annually based on the achievement of
annual market-level EBITDA targets." The SIP motion continues, "The
six (6) eligible employees under the SIP are: (a) the Debtors' CEO,
CFO and general counsel, (b) the President of Westwood One, and (c)
the two executive vice presidents who manage the operations of the
Radio Station Group (collectively, the 'SIP Participants')."

BankruptcyData.com further noted that the U.S. Trustee assigned to
the Cumulus Media case filed with the U.S. Bankruptcy court an
objection to the Company's motion to continue its incentive
compensation program. The objection asserts, "The United States
Trustee objects to the Bonus Motion on the grounds that the Debtors
have failed to meet their evidentiary burden of proof to show that
the proposed bonus payments comply with Section 503(c) of the
Bankruptcy Code. The Debtors seek authority to implement incentive
plans for admitted insiders. The plans, however, not only award
bonuses for targets that were obtained pre-petition, but also fail
to provide information to allow the Court, creditors and the United
States Trustee to determine if the metrics used in the plans
represent challenging goals. In addition, the Debtors fail to meet
their burden to establish that alleged non-insider plan
participants, who include executives and officers, are not in fact
insiders. In this regard, the Debtors do not provide specific
information regarding the job titles, descriptions and reporting
relationships of each person they propose to pay under the plans,
and therefore, the Court, United States Trustee and other parties
in interest have no facts with which to make a reasoned
determination as to whether the characterization of non-insider
status to each prospective individual is appropriate."

                      About Cumulus Media

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.

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 Nov. 29, 2017.

At the time of filing, the Debtors also entered into a
Restructuring Support Agreement with, among others, certain of its
secured lenders holding, in the aggregate, approximately 69% of the
Company's term loan to reduce the Company's debt by more than $1
billion.

In the petitions signed by Richard Denning, senior vice president
and general counsel, the Debtors estimated assets of $1 billion to
$10 billion and estimated liabilities of $1 billion to $10
billion.

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.

The U.S. Trustee for Region 2 on Dec. 11, 2017, appointed seven
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases.  The Committee retained Akin Gump Strauss
Hauer & Feld LLP as its legal counsel; and Moelis & Company LLC as
its financial advisor.


DAKOTA HOLDING: Moody's Assigns B2 CFR; Outlook Negative
--------------------------------------------------------
Moody's Investors Service has assigned B2 corporate family rating
(CFR) to Dakota Holding Corporation, a holding corporation that
wholly owns Duff & Phelps Corporation. Moody's has also assigned B2
ratings to Dakota's $1,020 million senior secured first lien bank
credit facility and to its $100 million revolving credit facility.
The rating action follows Duff & Phelps' announced closing of its
acquisition by funds advised by Permira Advisers L.L.C. (Permira,
unrated) for $1,750 million. Concurrent with the rating action,
Moody's has withdrawn its ratings on Deerfield Holdings Corporation
(Deerfield) because of a change in the financing structure that
took place following the consummation of the acquisition. Under the
new credit facility, the borrowing legal entity has changed from
Deerfield to Dakota. Moody's said the outlook on Dakota's ratings
is negative. The ratings of Duff & Phelps will be withdrawn.

Assignments:

Issuer: Dakota Holding Corporation

-- Corporate Family Rating, Assigned B2

-- Senior Secured Bank Credit Facility, Assigned B2

Withdrawals:

Issuer: Deerfield Holdings Corporation

-- Corporate Family Rating, Withdrawn , previously rated B2

-- Senior Secured Bank Credit Facility, Withdrawn , previously
    rated B2

Outlook Actions:

Issuer: Dakota Holding Corporation

-- Outlook, Assigned Negative

Issuer: Deerfield Holdings Corporation

-- Outlook, Changed To Rating Withdrawn From Negative

RATINGS RATIONALE

The B2 rating of Dakota follows the announced acquisition of Duff &
Phelps by funds advised by Permira. Dakota has borrowed $1,020
million and refinanced the Duff & Phelps debt. The transaction was
also funded through equity contributions by Permira and Duff &
Phelps management team, which will continue to lead the firm in
their current roles. Following this transaction, Dakota's debt
outstanding of $1,020 million is around $170 million higher
compared to Duff & Phelps' outstanding debt balance prior to the
transaction. The increase comes on top of an incremental $105
million which Duff & Phelps borrowed in October 2017 to help
finance a dividend.

Moody's expects the firm's pro forma debt/EBITDA to increase to
around 7.5x from around 6.5x level prior to the transaction.
Sustained leverage at this level would be inconsistent with the
current ratings. Despite the elevated debt leverage, Moody's said
Duff & Phelps has produced consistent growth in revenue and
operating profitability in recent years, partially attributed to
the success of various acquisitions. Duff & Phelps' credit profile
benefits from diversified service offerings in a range of
countries, with a high level of repeat business, said Moody's.
These strengths provide the firm with relatively stable cash flows
and operating margins throughout the economic cycle.

RATING OUTLOOK

The rating outlook is negative, reflecting the risk that the
company will be operating at a higher debt leverage level and may
incur additional borrowing in order to help finance bolt-on
acquisitions, which could impair its ability to return its leverage
to levels consistent with the current rating over the medium term.

WHAT COULD CHANGE THE RATING - UP

*The demonstration of strong and sustainable organic revenue growth
resulting in positive operating leverage and higher profitability

*Improved debt leverage and debt service capacity by way of a
commitment to debt reduction or improvement in EBITDA leading to a
leverage ratio below 5x

WHAT COULD CHANGE THE RATING - DOWN

*A broad slowdown resulting in deterioration in cash flow
generation leading to a debt/EBITDA ratio above 6x on a sustained
basis

*A further increase in borrowings that would worsen the company's
pro forma debt leverage trajectory

*Evidence of weakening financial flexibility such as through the
maintenance of limited cash balances and/or ongoing utilization of
the company's revolving credit facility

The principal methodology used in these ratings was Securities
Industry Service Providers published in September 2017.


DATACONNEX LLC: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------
Debtor: Dataconnex, LLC
        P.O. Box 1209
        Brandon, FL 33509

Business Description: Dataconnex, LLC is a privately held company
                      in Brandon, Florida that offers advanced
                      telecommunication solutions, from internet
                      and data to voice services.  DataConnex was
                      founded to meet the needs of small to medium
                      size businesses, with three offices
                      throughout the Southeast.  

                      http://dataconnex.com/

Chapter 11 Petition Date: February 14, 2018

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Case No.: 18-01069

Debtor's Counsel: Samantha L. Dammer, Esq.
                  TAMPA LAW ADVOCATES, P.A.
                  620 East Twiggs Suite 110
                  Tampa, FL 33602
                  Tel: 813-288-0303
                  Fax: 813-466-7495
                  E-mail: sdammer@attysam.com

Total Assets: $4.18 million

Total Liabilities: $19.07 million

The petition was signed by William R. Blahnik, manager.

A full-text copy of the petition, along with a list of the Debtor's
12 unsecured creditors, is available at:

           http://bankrupt.com/misc/flmb18-01069.pdf


DBSI INC: Court Grants Trustee's Bid to Determine Order of Trial
----------------------------------------------------------------
In the case captioned JAMES R. ZAZZALI, as Litigation Trustee for
the DBSI Estate Litigation Trust, Plaintiff, v. MARTY GOLDSMITH and
JOHN DOE 1-10, Defendant, Adv. No. 12-06056-TLM (Bankr. D. Idaho),
Bankruptcy Judge Terry L. Myers grants the Plaintiff's motion in
limine, denies the Defendant's motion in limine, and grants the
Plaintiff's motion to determine order of trial.

James R. Zazzali is the litigation trustee for the DBSI Estate
Litigation Trust, and he filed the action against Goldsmith to
avoid an allegedly fraudulent transfer to Defendant of certain real
property located in Ada County, Idaho. Phase I of the trial in this
matter--limited to the value of the subject property--was heard in
September 2017, and the Court entered a ruling regarding valuation
on Nov. 8, 2017. The presently pending motions relate to phase II
of the trial, which will commence on Feb. 26, 2018.

On July 17, 2017, Plaintiff filed what it identified on the docket
as a "Motion in Limine," Doc. No. 206. Most aspects of this motion
were heard on August 14, 2017, and resolved in the Court's August
30, 2017 oral ruling.

Plaintiff's motion sought "to exclude the opinions and testimony"
of several of Defendant's experts including James C. Latta. At the
August 14, 2017 hearing, Plaintiff's motion as to Latta was
reserved for argument prior to the commencement of the second phase
of trial. That argument has now occurred. Additionally, Defendant
filed a similar motion in limine in regard to Plaintiff's expert,
Gil Miller.

Latta is a banker with significant professional experience. His
qualifications are set out in his letter report. He reviewed loan
documents and closing documents involved in the transaction that is
the crux of this litigation, and he would testify that he finds
them to be "typical" for real estate loan transactions in Idaho.
However, that the documentation appeared "typical" does not mean
that the transaction itself was typical, a distinction that Latta
acknowledged in deposition testimony. And Latta did not evaluate
the transaction, just the documents.

The issue here is not one of qualifications or methodology. The
problem instead falls under the threshold aspect of Fed. R. Evid.
702(a). That the documents used in the subject transaction were
"typical" of real estate transactions generally does not assist or
help the Court "to understand the evidence or to determine a fact
in issue." The Court concludes Plaintiff's motion in limine is well
taken as to Latta under Fed. R. Evid. 702(a). The motion is, thus,
granted.

Defendant's motion in limine seeks to exclude Plaintiff's witness,
Gil Miller. Miller was retained to evaluate whether, and when, the
DBSI enterprise was insolvent and/or exhibited the characteristics
of a Ponzi scheme, and he prepared a report accordingly. Miller's
qualifications are not challenged. Defendant challenges the
relevance of his testimony and the reliability of his methodology.
For the same reasons articulated by the District Court, Defendant's
motion to exclude Miller's testimony is found not well taken. As
the District Court stated in regard to Eide Bailly's similar
challenge, the "argument regarding the alleged deficiencies of Mr.
Miller's analytical choices can be addressed on cross
examination[.]" The Court denies the motion.

Plaintiff asks the Court to enter a ruling that encompasses the
following points regarding the process of trying phase II.
Plaintiff would present its affirmative case to support the
contention that the "Ponzi presumption" applies; Defendant would
then presents its rebuttal or opposition case to the question of
the Ponzi presumption's application; and the Court would then rule
on the applicability of the Ponzi presumption. After that ruling,
and depending on the nature of the ruling, Plaintiff would proceed
to present evidence "as to any other issues." Defendant would
present its case in opposition. Plaintiff would conclude with any
rebuttal evidence.

The Court disagrees with Defendant's argument that this approach to
phase II of trial gives Plaintiff undue advantage, or an
opportunity to present its case in chief twice. Nor does it require
Defendant to present its entire defensive case in response to
Plaintiff's initial presentation on the question of the
presumption. Plaintiff must decide what to present in that initial
stage, and what to reserve for later presentation, and Defendant
has the opportunity to make the same sort of election.

The Court grants the request as to the order of presentation at
trial.

The bankruptcy case is in re: DBSI INC., et al., Chapter 11,
Debtor, Case No. 08-12687-CSS (Bankr. D. Idaho.)

A full-text copy of Judge Myers' Jan. 30, 2018 Memorandum Decision
is available at https://is.gd/54z1hh from Leagle.com.

James R Zazzali, Plaintiff, represented by Dale Barney --
dbarney@gibbonslaw.com -- Gibbons, P.C., Mark Barry Conlan --
bconlan@gibbonslaw.co m -- Gibbons, P.C., Keely E. Duke --
ked@dukescanlan.com -- Duke Scanland and Hall, PLLC, Kevin Alan
Griffiths -- kag@dukescanlan.com -- Duke Scanlan & Hall, PLLC,
Jennifer A. Hradil  -- jhradil@gibbonslaw.com -- Gibbons P.C. &
Brett S. Theisen -- btheisen@gibbonslaw.com -- Gibbons P.C.

Marty Goldsmith, Defendant, represented by L. Jason Cornell, Fox
Rohtschild LLP, Kimbell D. Gourley, Brian F. McColl & Carl D. Neff,
Fox Rothschild LLP.

                         About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates were
engaged in numerous commercial real estate and non-real estate
projects and businesses.  On Nov. 10, 2008, and other subsequent
dates, DBSI and 180 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-12687).  DBSI estimated
assets and debt between $100 million and $500 million as of the
Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP serve as the
Debtors' bankruptcy counsel.  The Official Committee of Unsecured
Creditors tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report released
in October 2009.  McKenna Long & Aldridge LLP was counsel to the
Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of expensive
litigation over its complex web of affiliates.  The plan, which was
declared effective Oct. 29, 2010, was co-proposed by DBSI's
unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the
post-confirmation trustees.  Messrs. Zazzali and Myers are
represented by lawyers at Blank Rime LLP and Gibbons P.C.


DELCATH SYSTEMS: Closes $5 Million Offering of Stocks & Warrants
----------------------------------------------------------------
Delcath Systems, Inc., has closed a registered offering of
212,000,000 shares of common stock, 38,000,000 pre-funded warrants
to purchase 38,000,000 shares of common stock and warrants to
purchase an aggregate of 500,000,000 shares of common stock for
total gross proceeds of approximately $5.0 million.  The offering
was priced at $0.02 per unit with each unit comprised of one share
of common stock (or one pre-funded warrant) and one common stock
purchase warrant to purchase two shares, provided that, with
respect to the units with pre-funded warrants $0.019 per unit will
be paid at closing and $0.001 will be paid upon exercise of each of
the pre-funded warrants.  The warrants carry a five-year term from
the date of initial exercisability (which is later of one year from
the date of issuance and date of amendment to articles of
incorporation to increase number of authorized shares of common
stock) with an exercise price of $0.02 per share.

Roth Capital Partners, LLC acted as exclusive placement agent for
the offering.

The securities were offered pursuant to a registration statement on
Form S-1 (File No. 333-220898) previously filed with the Securities
and Exchange Commission and declared effective on Feb. 7, 2018.
The securities may be offered only by means of a prospectus.  The
final prospectus related to the offering has been filed with the
SEC and may be obtained at the SEC's website located at
http://www.sec.gov.

                    About Delcath Systems

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

As of Sept. 30, 2017, Delcath Systems had $14.48 million in total
assets, $16.33 million in total liabilities and a total
stockholders' deficit of $1.85 million.  The Company has incurred
losses since inception and has an accumulated deficit of $305.6
million at Sept. 30, 2017.  The Company incurred a net loss of
$25.9 million for the nine months ended Sept. 30, 2017 used $11.7
million of cash for its operating activities.

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


DESERT VALLEY: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------
Affiliates that filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code:

    Debtor                                    Case No.
    ------                                    --------
    DVR Acquisition, LLC                      18-52589
    9945 Haynes Bridge Road
    Suite 200, Box 226
    Alpharetta, GA 30022

    Desert Valley Radiology, P.L.C.           18-52590
    Desert Valley Medical Center
    4045 East Bell, Ste., 143
    Phoenix, AZ 85032

Type of Business: Desert Valley Radiology provides a medical
                  diagnosis to physicians and their patients
                  through the use of sophisticated medical
                  imaging technology.  It offers MRI,
                  CT & CT angiography, digital mammography,
                  ultrasound, x-ray & fluoroscopy, biopsy
                  and aspiration, vascular studies, and DEXA
                  - bone density services.  Desert Valley
                  Radiology has four locations in Phoenix and
                  Tempe, Arizona.  Desert Valley Radiology
                  also has two sister sites at Marquis
                  Diangostic Imaging.

                  http://www.dvrphx.com/

Chapter 11 Petition Date: February 15, 2018

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

Debtors' Counsel: Henry F. Sewell, Jr., Esq.
                  LAW OFFICES OF HENRY F. SEWELL, JR., LLC
                  2964 Peachtree Road NW, Suite 555
                  Atlanta, GA 30305
                  Tel: 404-926-0053
                  Fax: 404-393-7832
                  E-mail: hsewell@sewellfirm.com

Assets and Liabilities:

                           Estimated             Estimated
                            Assets              Liabilities
                          ----------            -----------
DVR Acquisition      $1 mil. to $10 million   $1 mil.-$10 million
Desert Valley       $500,000 to $1 million   $100,000-$500,000

The petitions were signed by Gene Venesky, manager.

A full-text copy of DVR Acquisition's petition containing, among
other items, a list of the Debtor's 20 largest unsecured creditors
is available for free at:

          http://bankrupt.com/misc/ganb18-52589.pdf

A full-text copy of Desert Valley Radiology's petition containing,
among other items, a list of the Debtor's 11 unsecured creditors is
available for free at:

          http://bankrupt.com/misc/ganb18-52590.pdf

Pending bankruptcy cases of affiliates:
                                          Petition
    Debtor                                  Date    Case No.
    ------                                --------  --------
Marquis Diagnostic Imaging of
  Arizona, LLC                             2/10/18  18-52380
Marquis Diagnostic Imaging of
  North Carolina, LLC                      2/09/18  18-52367
Marquis Diagnostic Imaging, LLC            2/09/18  18-52365
Radiant Medical Imaging, LLC               2/12/18  18-52402


DEX MEDIA: YPPI Directed to Reimburse $506K in Fees & Expenses
--------------------------------------------------------------
Dex Media, Inc., the prevailing party in adversary proceeding
captioned DEX MEDIA, INC., Plaintiff, v. YELLOW PAGES PHOTOS, INC.,
Defendant, Adv. Proc. No. 16-51026(KG) (Bankr.D. Del.) moved for
the imposition of attorneys' fees and expenses against Yellow Pages
Photos, Inc. Upon assessment of the facts, Bankruptcy Judge Kevin
Gross enters an order awarding Dex Media $504,025.50 as
reimbursement of fees it paid to its attorneys and $2,522.45 in
expenses, both fees and expenses to be paid by YPPI.

The issues before the Court were limited to the imposition of
attorneys' fees. It is sufficient for present circumstances for the
Court to note that the action began with Yellow Pages Photos, Inc.
bringing suit against Dex Media, Inc. in Florida District Court for
copyright infringement. Dex Media then sought to have the Court
preside and filed an adversary proceeding in the Court. The Court
was knowledgeable about the parties, having presided over Dex
Media's bankruptcy case and previously a similar case brought
against Dex Media's predecessor, SuperMedia, Inc. The Court,
therefore, accepted jurisdiction over the dispute.

Following briefing and oral argument, the Court next dismissed the
adversary proceeding on the grounds of collateral estoppel,
judicial estoppel and res judicata. The Court found that the suit
which YPPI brought against Dex Media was part of a series of
connected transactions, and that a trial of the action against Dex
Media would be a retrial of the SuperMedia litigation.

With the adversary proceeding dismissed, Dex Media moved for its
attorneys' fees and costs. YPPI, which had appealed the Court's
dismissal of the adversary proceeding to the District Court, asked
the Court to stay its consideration of the Fee Motion while the
appeal was pending. The Court denied the stay and the Fee Motion
was fully briefed with supporting declarations and the Court heard
argument on Jan. 11, 2018.

After reviewing the case, the Court concludes that it is never
comfortable for the Court to award fees to the prevailing party and
against the losing party, or to examine time spent and reduce the
fees requested. Yet, there are circumstances that require the Court
to take such action and such is the case here. The Court must deter
YPPI from bringing other baseless copyright actions. Ordering YPPI
to pay Dex Media its attorney's fees may be such a deterrence. And,
the amount awarded must be reasonable. Accordingly, the Court will
award Dex Media fees paid to its lawyers in the sum of $504,025.50
and $2,522.45 for their expenses.

The bankruptcy case is in re: DEX MEDIA, INC., et al., Chapter 11,
Reorganized Debtors, Case No. 16-11200(KG) (Bankr. D. Del.).

A copy of Judge Gross' Jan. 30, 2018 Memorandum Opinion is
available at https://is.gd/oReCSb from Leagle.com.

Dex Media, Inc., Debtor, represented by Travis M. Bayer --
travis.bayer@kirkland.com -- Kirkland & Ellis LLP, Bradley Thomas
Giordano , Kirkland & Ellis LLP, Liliya Gritsenko --
liliya.gritsenko@kirkland.com -- c/o Kirkland & Ellis LLP, Kuangyan
Huang -- kuan.huang@lw.com -- Latham & Watkins LLP, Patrick A.
Jackson -- patrick.jackson@dbr.com -- Drinker Biddle & Reath LLP,
Marc Kieselstein -- marc.kieselstein@kirkland.com -- Kirkland &
Ellis LLP, Steven K. Kortanek -- Steven.Kortanek@dbr.com -- Drinker
Biddle & Reath LLP, Eric F. Leon , Kirkland & Ellis LLP, Adam Craig
Paul -- adam.paul@kirkland.com -- Kirkland & Ellis LLP, James H.M.
Sprayregen -- james.sprayregen@kirkland.com -- Kirkland & Ellis
LLP, Nate Taylor , Kirkland & Ellis LLP & W. Benjamin Winger --
benjamin.winger@kirkland.com -- Kirkland & Ellis LLP.

U.S. Trustee, U.S. Trustee, represented by Timothy Jay Fox, Jr. ,
Office of the United States Trustee U. S. Department of Justice.

                        About Dex Media

DFW Airport, Texas-based Dex Media, Inc. -- aka Newdex, Inc., Dex
One Corporation, R.H. Donnelley Corporation -- provides marketing
solutions to more than 400,000 business clients across the U.S.

Dex Media filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 16-11200) on May 16, 2016.

Affiliates Dex Media East, Inc. (Bankr. D. Del. Case No. 16-11201),
Dex Media Holdings, Inc. (Bankr. D. Del. Case No. 16-11202), Dex
Media Service LLC (Bankr. D. Del. Case No. 16-11203), Dex Media
West, Inc. (Bankr. D. Del. Case No. 16-11204), Dex One Digital,
Inc. (Bankr. D. Del. Case No. 16-11205), Dex One Service,  Inc.
(Bankr. D. Del. Case No. 16-11206), R.H. Donnelley APIL, Inc.
(Bankr. D. Del. Case No. 16-11207), R.H. Donnelley Corporation
(Bankr. D. Del. Case No. 16-11208), R.H. Donnelley Inc. (Bankr. D.
Del. Case No. 16-11209), SuperMedia Inc. (Bankr. D. Del. Case No.
16-11210), SuperMedia LLC (Bankr. D. Del. Case No. 16-11211), and
SuperMedia Sales Inc. (Bankr. D. Del. Case No. 16-11212) filed for
Chapter 11 bankruptcy protection on the same day.

The petitions were signed by Andrew Hede, chief restructuring
officer.

James H.M. Sprayregen, P.C, Marc Kieselstein, P.C., Adam Paul,
Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serve as the Debtors'
general bankruptcy counsel.

Patrick A. Jackson, Esq., and Pauline K. Morgan, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel.
Moelis & Company LLC is the Debtors' investment banker.  KPMG LLP
is the Debtors' tax advisor.  Ernst & Young LLP is the Debtor's
auditor.  Epiq Bankruptcy Solutions is the Debtors' notice, claims
& administrative agent.

The Debtors listed $1.26 billion in total assets as of Dec. 31,
2015, and $2.65 billion in total debts as of Dec. 31, 2015.

The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Dex Media, Inc.

                    *     *     *

The Hon. Kevin Gross on July 15, 2016, entered an order approving
the Disclosure Statement for, and confirming, the Amended Joint
Prepackaged Chapter 11 Plan of Dex Media, Inc., and its
debtor-affiliates.

The Effective Date of the Plan occurred on July 29, 2016.


DMG PRACTICE: S&P Rates Subsidiary's First-Lien Term Loan 'B'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level ratings and '3'
recovery ratings (50%-70% rounded estimate 55%) to multi-specialty
physician practice operator DMG Practice Management Solutions LLC
(DuPage Medical Group) subsidiary Midwest Physician Administrative
Services LLC's repriced first-lien term loan.

The 'B' issue-level rating and '3' recovery rating on the revolver
is unchanged. In addition, our 'CCC+' issue-level rating and '6'
recovery rating on the company's unsecured second-lien debt is
unchanged.

S&P's corporate credit rating on DMG remains 'B' with a stable
outlook.

RECOVERY ANALYSIS

Key Analytical Factors

S&P said, "We expect this transaction to reduce DMG's annual
interest expense by approximately $1.5 million, and have therefore
slightly lowered our fixed-charge-based estimate of post-bankruptcy
EBITDA.

"In spite of a lower estimated emergence EBITDA and a subsequent
lower estimate of post-bankruptcy firm value, our estimate of
recovery prospects for the  first-lien debt remain within the
50%-70% band and the '3' recovery rating is unchanged.

"Given the continued demand for its services, we believe DMG would
remain a viable business and would therefore reorganize rather than
liquidate following a hypothetical payment default.

"Consequently, we have used an enterprise value methodology to
evaluate recovery prospects. We valued the company on a
going-concern basis using a 5.5x multiple off our projected EBITDA
at default, which is consistent with the multiple used for similar
companies."

Simulated default scenario:

-- Simulated year of default: 2021
-- EBITDA at emergence: $57 mil.
-- EBITDA multiple: 5.5x

Simplified waterfall

-- Net enterprise value (after 5% admin. costs): $299 mil.
-- Secured first-lien debt: $516 million
-- Recovery expectations: 50%-70%; rounded estimate: 55%
-- Total value available to second-lien claims: $0 mil.
-- Second-lien debt: $157 mil.
-- Recovery expectations: 0%-10%; rounded estimate: 0%

RATINGS LIST

  DMG Practice Management Solutions LLC
   Corporate Credit Rating              B/Stable/--

  New Rating

  Midwest Physician Administrative Services LLC
   First-Lien Term Loan                 B
     Recovery Rating                    3 (55%)


DRONE USA: Agrees to Settle with Caro Partners for $60,000
----------------------------------------------------------
Drone USA, Inc., entered into a settlement agreement and mutual
release on Jan. 29, 2018, with Caro Partners LLC, under which Caro
Partners received a payment of $60,000 in a series of tranched
payments through November 2018 and returned to Drone USA 400,000
shares of its common stock that will now be held as treasury shares
by Drone USA.  

Caro Partners had provided public relations and other consulting
services to the Company for a period of one year from the dated
original signed agreement dated Dec. 16, 2016.  Under the terms of
the agreement, the consultant was due restricted shares of stock
and a monthly fee that was not paid for the full year of services.

The Partners entered into the Settlement Agreement in order to
avoid the further expense, delay, and the uncertainties of a
litigation.

A full-text copy of the Settlement Agreement and Mutal Release is
available for free at https://is.gd/Bg9BQj

                       About Drone USA

Based in West Haven, Connecticut, Drone USA, Inc., is an unmanned
aerial vehicles and related services and technology company that
intends to engage in the research, design, development, testing,
manufacturing, distribution, exportation, and integration of
advanced low altitude UAV systems, services and products.  Drone
also provides product procurement, distribution, and logistics
services through its wholly-owned subsidiary, HowCo Distributing
Co., to the United States Department of Defense and Defense
Logistics Agency.  The Company has operations based in West Haven,
Connecticut and Vancouver, Washington.  The Company is registered
with the U.S. State Department and has met the requirements of the
Arms Export Control Act and International Traffic in Arms
Regulations.  The registration allows for the Company to apply for
export, and temporary import, of product, technical data, and
services related to defense articles.  The Company continues to
seek strategic acquisitions and partnerships with UAV firms that
offer superior technologies in high-growth markets, as well as
acquisitions and partnerships with firms that have complementary
technologies and infrastructure.

Drone USA reported a net loss of $7.82 million for the fiscal year
ended Sept. 30, 2017, following a net loss of $5.95 million for the
fiscal year ended Sept. 30, 2016.  As of Sept. 30, 2017, Drone USA
had $6 million in total assets, $12.41 million in total liabilities
and a total stockholders' deficit of $6.41 million.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification in its report on the consolidated financial
statements for the year ended Sept. 30, 2017, citing that the
Company has a net loss and net cash used in operating activities in
fiscal 2017 of $7,826,933 and $478,769, respectively, and has a
working capital deficit, stockholders' deficit and an accumulated
deficit of $10,360,702, $6,410,086 and $13,856,425, respectively,
at Sept. 30, 2017.  Furthermore, the Company has been in default on
a material convertible note payable since March 2017 and defaulted
on the Note Payable -- Seller in September 2017.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.


DRONE USA: Obtains $105,000 in Note Financing from Auctus Fund
--------------------------------------------------------------
Drone USA, Inc., received on Jan. 31, 2018, a payment of $105,000
under the terms of a Securities Purchase Agreement dated Nov. 26,
2017, with Auctus Fund, LLC under which Drone USA issued to Auctus
a convertible note in the principal amount of $105,000 that bears
interest of 10% per annum less $2,750 for legal fees and $7,250 for
due diligence.  

The Note has a maturity date of nine months or Oct. 26, 2018, and a
conversion rate for any unpaid principal and interest at a 35%
discount to the market price which is defined as the average of the
two lowest trading prices (defined as the lower of the trading
price or closing bid price) for Drone USA's common stock during the
15 trading day period ending on the latest complete trading day
prior to the date of conversion.  The conversion rate is further
reduced if Drone USA enters into any section 3(a)(9) or 3(a)(10)
transactions under the Securities Act of 1933, as amended, if the
terms of those transactions offer greater discounts on conversion
prices or a longer look back period for determining the conversion
rate and under certain other enumerated events, including if the
conversion shares cannot be delivered y DWAC.  

In addition, if Drone USA issues any shares of its common stock at
less than the conversion price Auctus is entitled to full ratchet
anti-dilution in such event.  No shares of Drone USA common stock
can be issued to the extent Auctus would own more than 4.99% of the
outstanding shares of Drone USA common stock unless Auctus agrees
to increase the ownership to 9.99%.  Drone USA is required at all
times to have authorized and reserved ten times the number of
shares that is actually issuable upon full conversion of the Note
(based on the conversion price of the Note in effect from time to
time).  The Note is subject to customary default provisions and
also includes a cross-default provision as well as default being
triggered if Drone USA loses the "bid" price for its common stock
($0.0001 on the "ask" with zero market makers on the "bid" per
Level 2 and/or a market such as OTC Pink).  Drone USA is entitled
to prepay the Note between the issue date until 180 days from its
issuance but not thereafter.

                        About Drone USA

Based in West Haven, Connecticut, Drone USA, Inc. is an unmanned
aerial vehicles and related services and technology company that
intends to engage in the research, design, development, testing,
manufacturing, distribution, exportation, and integration of
advanced low altitude UAV systems, services and products.  Drone
also provides product procurement, distribution, and logistics
services through its wholly-owned subsidiary, HowCo Distributing
Co., to the United States Department of Defense and Defense
Logistics Agency.  The Company has operations based in West Haven,
Connecticut and Vancouver, Washington.  The Company is registered
with the U.S. State Department and has met the requirements of the
Arms Export Control Act and International Traffic in Arms
Regulations.  The registration allows for the Company to apply for
export, and temporary import, of product, technical data, and
services related to defense articles.  The Company continues to
seek strategic acquisitions and partnerships with UAV firms that
offer superior technologies in high-growth markets, as well as
acquisitions and partnerships with firms that have complementary
technologies and infrastructure.

Drone USA reported a net loss of $7.82 million for the fiscal year
ended Sept. 30, 2017, following a net loss of $5.95 million for the
fiscal year ended Sept. 30, 2016.  As of Sept. 30, 2017, Drone USA
had $6 million in total assets, $12.41 million in total liabilities
and a total stockholders' deficit of $6.41 million.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification in its report on the consolidated financial
statements for the year ended Sept. 30, 2017, citing that the
Company has a net loss and net cash used in operating activities in
fiscal 2017 of $7,826,933 and $478,769, respectively, and has a
working capital deficit, stockholders' deficit and an accumulated
deficit of $10,360,702, $6,410,086 and $13,856,425, respectively,
at Sept. 30, 2017.  Furthermore, the Company has been in default on
a material convertible note payable since March 2017 and defaulted
on the Note Payable -- Seller in September 2017.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.


EAST MAIN COMPLEX: Has Access to Cash Collateral Until March 31
---------------------------------------------------------------
The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western
District of New York gave its final order authorizing East Main
Complex, LLC, to use cash collateral until March 31, 2018.

As reported in the Troubled Company Reporter on Sept. 29, 2017, the
Debtor had asked the Court for permission to use cash collateral in
which Manufacturers and Traders Trust Company has or claims a lien
or security interest.

The Court declared that the Debtor is not to deviate from the
amounts set in the Budget by more than 5% without the prior written
consent of M&T. Should the Debtor fail to comply with this
provision, it shall constitute as grounds for termination of
authority to use cash collateral.

As adequate protection, M&T is granted a "rollover" and replacement
liens in post-petition assets of the Debtor in the same relative
priority and on the same types and kinds of collateral it possessed
prepetition.  As additional adequate protection to the Secured
Creditor, the Debtor is expected to forward the regular monthly
mortgage payments in the amount of $15,196 on the 1st day of each
month and payable to "M&T Bank."

A full-text copy of the Final Order Authorizing Use of Cash
Collateral is available at:

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

                     About East Main Complex

East Main Complex, LLC, is a small business debtor as defined in 11
U.S.C. Section 101(51D) and is an operator of an apartment
building.  It owns in fee simple interest a real property located
at 183 East Main Street, Fredonia, New York Chautauqua County
valued at $1.98 million.

East Main Complex filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 17-11789) on Aug. 25, 2017.  In the
petition signed by sole member  Daniel P. Sturniolo, the Debtor
disclosed total assets at $2.06 million and its total liabilities
at $2.07 million.

Judge Carl L. Bucki presides over the case.

Robert B. Gleichenhaus, Esq., at Gleichenhaus, Marchese & Weishaar,
P.C., serves as the Debtor's bankruptcy counsel.


EDGEWELL PERSONAL: S&P Lowers CCR to 'BB', Outlook Stable
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit and senior
unsecured debt ratings on Chesterfield, Mo.-based Edgewell Personal
Care to 'BB' from 'BB+.' The outlook is stable.

S&P's '3' recovery rating on the senior unsecured notes is
unchanged, indicating our view that creditors could expect
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of a payment default.

Debt outstanding as of Dec. 31, 2017 was $1.7 billion.

S&P said, "Our downgrade reflects tough industry conditions that
will likely result in Edgewell's credit ratios remaining at levels
that are weaker than our previous expectations, including adjusted
debt to EBITDA in the mid-to-high 3x area, compared with the low-3x
area previously. In particular, we believe reduced wet shave
category demand and increased competition from industry leader
Procter & Gamble Co. and online shave clubs will constrain the
company's ability to return profitability and credit ratios to
previous levels. We nevertheless assume a moderate profit rebound
will occur in the second half of fiscal 2018 as meaningful
manufacturing footprint realignment costs cease and recently
launched innovation takes hold. These factors, as well as the
company's historic financial policy commitment (which should be
enhanced by improved access to global cash following favorable U.S.
tax code changes), should enable Edgewell to prevent adjusted debt
to EBITDA from increasing on a sustained basis to above 4x.

"The stable outlook reflects our expectation that--notwithstanding
tough conditions--Edgewell will be able to moderate profit declines
by the second half of 2018 thanks to non-recurrence of footprint
realignment costs and new innovation. This should enable the
company to halt further material credit ratio deterioration,
including stabilizing adjusted debt to EBITDA in the mid-to-high 3x
area.

"We could lower the rating if we project adjusted debt to EBITDA
will increase and remain above 4x, which could result from
escalating competition from larger rivals and online shave clubs,
an acceleration of wet shave category declines, or an unwillingness
to moderate financial policies. This could result if EBITDA falls
by 15%-20% or the company makes acquisitions and stock buybacks
totaling about $350 million. We could also lower the rating if
there are meaningfully negative developments pertaining to ongoing
sun-care or wet shave litigation.

"Although highly unlikely over the next year we could raise the
rating if Edgewell were able to strengthen its business position
and reverse the recent meaningfully negative profit trends such
that adjusted EBITDA stabilized and shareholder enhancing payments
moderated, resulting in adjusted debt to EBITDA sustained below
3x."


EVERGREENHEALTH MONROE: Moody's Affirms Ba2 Debt Rating
-------------------------------------------------------
Moody's Investors Service has affirmed Snohomish County Public
Hospital District No.1 (EvergreenHealth Monroe), Washington's Ba2
issuer rating, and Ba3 Limited Tax General Obligation Improvement
and Refunding Bonds, 2009 outstanding in the estimated amount of
$17.5 million. The rating outlook remains stable.

RATINGS RATIONALE

The ratings reflect a still challenged operating position and a
small size of operations which leaves the hospital district
vulnerable to pressures from competition and volatility in medical
staff. The hospital also has high reliance on less lucrative
government payers for revenues. The district has low leverage and
its regular property tax levy provides sizable coverage of debt
service. Also, the service area features large, growing tax base
and somewhat affluent socioeconomic measures.

The one-notch differential between the GOLT and issuer ratings
reflects the more limited security of GOLT debt compared to a GOULT
pledge (which the issuer rating represents).

RATING OUTLOOK

The stable outlook reflects expectations for near-term stability in
the district's operating position. The affiliation with King County
Public Hospital District No. 2 (EvergreenHealth), WA (Aa2 stable)
adds significant long-term support for operations and contributes
to Moody's stable outlook Despite very narrow liquidity, property
tax installments are favorably received ahead of scheduled
semi-annual debt service, and tax collections in excess of debt
service provide support to operations and capital needs.

FACTORS THAT COULD LEAD TO AN UPGRADE

- Substantial and sustainable improvement in liquidity would
   bolster financial flexibility

- A trend of positive operating performance could bring finances
   more in-line with higher-rated peers

- A sustainable increase in market share would buttress
   operations

- Significant local economic expansion and tax base growth would
   support service area

FACTORS THAT COULD LEAD TO A DOWNGRADE

- A trend of weak operating performance would weaken the
   district's financial flexibility

- Significant tax base declines that impact property tax receipts

   would pressure the budget if operating resources had to support

   debt service

- A declining competitive position would significantly pressure
   already narrow finances

LEGAL SECURITY

The bonds are secured by the full faith, credit and legally
unrestricted resources of the district, subject to the
constitutional and statutory limitations provided by law without a
vote of the electors of the district.

In the unexpected event of a shortfall in property tax revenue to
pay for GOLT debt service, payments can be made with net patient
revenues. The bonds are payable on parity with other unsecured
claims against the district's resources, such as employee wages,
payables, or lease payments.

USE OF PROCEEDS

Not applicable

PROFILE

The district's primary facilities include the EvergreenHealth
Monroe Hospital, an acute care facility licensed for 72 beds and an
addiction recovery center licensed for eight detox and 32
residential treatment beds, both located in the City of Monroe. The
hospital is located 15 miles southeast of Everett and 20 miles
northeast of Kirkland (Aa1 issuer). The service area has nearly
100,000 residents.

METHODOLOGY

The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016. An
additional methodology used in this rating was Not-For-Profit
Healthcare published in November 2017.


FIELDWOOD ENERGY: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Fieldwood Energy LLC
             2000 W Sam Houston Pkwy S, Suite 1200
             Houston, TX 77042

Type of Business: Fieldwood Energy was established in December
                  2012 as a portfolio company of certain energy
                  funds of Riverstone, a private energy and power-
                  focused investment firm.  Also, at this time
                  Fieldwood Holdings and Energy Inc. (formerly
                  Fieldwood Managing Member LLC) were created as
                  holding companies for Fieldwood Energy.  The
                  Company operates an energy business focused on
                  the acquisition, development, exploitation, and
                  production of oil and natural gas properties.
                  Their oil and natural gas assets consist
                  primarily of producing oil and natural gas
                  properties located off-shore in the Gulf of
                  Mexico Shelf.  The Company is headquartered in
                  Houston, Texas, with an office in Lafayette,
                  Louisiana to support offshore operations.  Visit
                  https://www.fieldwoodenergy.com for more
                  information.

Chapter 11 Petition Date: February 15, 2018

Affiliates that simultaneously filed Chapter 11 petitions:

      Debtor                                           Case No.
      ------                                           --------
      Fieldwood Energy LLC (Lead Case)                 18-30648
      Dynamic Offshore Resources NS, LLC               18-30647
      Fieldwood Holdings LLC                           18-30649
      Fieldwood Energy Inc.                            18-30650
      Fieldwood Energy Offshore LLC                    18-30652
      Fieldwood Onshore LLC                            18-30653
      Fieldwood SD Offshore LLC                        18-30654
      FW GOM Pipeline, Inc.                            18-30656
      GOM Shelf LLC                                    18-30657
      Bandon Oil and Gas GP, LLC                       18-30658
      Bandon Oil and Gas, LP                           18-30659
      Fieldwood Energy SP LLC                          18-30661
      Galveston Bay Pipeline LLC                       18-30662
      Galveston Bay Processing LLC                     18-30663

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. David R Jones

Debtors' Counsel: Alfredo R Perez, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  700 Louisiana, Ste 1700
                  Houston, TX 77002
                  Tel: 713-546-5040  
                  E-mail: alfredo.perez@weil.com

                    - and -
              
                  Matthew S. Barr, Esq.
                  Ray C. Schrock, P.C.
                  Jessica Liou, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Tel: (212) 310-8000
                  Fax: (212) 310-8007
                  E-mail: Matt.Barr@weil.com
                         Ray.Schrock@weil.com
                         Jessica.Liou@weil.com

Debtors'
Financial
Advisor:          OPPORTUNE LLP
                  711 Louisiana Street, Suite 3100
                  Houston, Texas 77002

Debtors'
Investment
Banker:           EVERCORE GROUP LLC
                  55 East 52nd Street,
                  New York, New York 10055

Debtors'
Claims,
Noticing &
Solicitation
Agent:            PRIME CLERK LLC
                  830 Third Avenue
                  9th Floor, New York,
                  New York 10022
                  Web site: https://cases.primeclerk.com/fieldwood

Estimated Assets: $1 billion to $10 billion (on a consolidated
basis)

Estimated Liabilities: $1 billion to $10 billion (on a consolidated
basis)

G.M. McCarroll, president and CEO, signed the petitions.

A full-text copy of Fieldwood Energy LLC's petition is available
for free at http://bankrupt.com/misc/txsb18-30648.pdf

Consolidated List of the Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Island Operating Company Inc.         Trade Debt        $7,911,838
Lock Box PO Box 27783
Houston, TX 77227-7783
Kimberly Falgout
Tel: 318-233-9594
Email: kfalgout@islandoperating.com

Wood Group PSN Inc.                   Trade Debt        $4,949,907
17325 Park Row
Houston, TX 77084
Kimberly Vincent
Fax: 337-234-0193
Email: kimberly.vincent@woodplc.com

Linear Controls Inc.                  Trade Debt        $4,695,643
107 1/2 Commission Blvd
Lafayette, LA 70508
Dawn Clemons
Fax: 337-837-2121
Email: dawn.clemons@linearcontrols.com

Kilgore Marine Services Inc.          Trade Debt        $4,330,580
200 Beaullieu Drive
Bldg. 8
Lafayette, LA 70508
Dozier Lester
Fax: 337-988-5559
Email: dozier@kilgoremarine.com

Petroleum Helicopters Inc.            Trade Debt        $4,113,548
PO Box 90808
Lafayette, LA 70509-0808
Tommy Begnaud
Tel: 337-235-2452
Email: tbegnaud@phihelico.com

Shamrock Energy Solutions             Trade Debt        $3,764,196
PO Box 4232
Houma, LA 70361
Amy Guidry
Fax: 985-580-4021
Email: Amy.guidry@go-shamrock.com

W&T Offshore Inc.                     Trade Debt      Undetermined
PO Box 4346
Dept 611
Houston, TX 77210-4346
Karen Kellough
Tel: 713-626-8525
Email: kkellough@wtoffshore.com

Coastal Chemical Co LLC               Trade Debt        $2,577,558
Dept 2214
PO Box 122214
Dallas, TX 75312-2214
Carliss Almanza
Tel: 337-893-3862
Email: Calmanza@brenntag.com

McDermott Inc.                        Trade Debt        $2,215,645
757 N Eldridge Pkwy
Houston, TX 77079
Gabriel Mejia
Tel: 281-870-5678
Email: gmejia1@mcdermott.com

Fluid Crane & Construction Inc.       Trade Debt        $2,069,093
PO Box 9586
New Iberia, LA 70562
Crystal Toffier
Fax: 337-364-0410
Email: crystal@fluidcrane.com

Gulf Crane Services, Inc.             Trade Debt        $1,974,982
P.O. Box 1843
Covington, LA 70434-1843
Brittney Rogers
Fax: 985-892-4061
Email: brogers@gulfcraneservices.com

Archrock Services, LP                 Trade Debt        $1,711,842
9807 Katy Freeway, Suite 100
Houston, TX 77024
Maria Camacho
Tel: 281-836-8098
Email: maria.camacho@archrock.com

Energy XXI                            Trade Debt      Undetermined
1021 Main Ste 2626
Houston, TX 77002
Lisa A Collins
Tel: 713-351-3082
Email: lcollins@energyxxi.com

Quality Energy Services, Inc.         Trade Debt        $1,308,853
PO Box 3190
Houma, LA 70361
Corina Joy
Tel: 281-570-1853
Email: cjoy@qualityenergy.net

Acadian Contractors Inc.              Trade Debt        $1,280,233
17102 West LA Hwy 330
PO Box 1608
Abbeville, LA 70511-1608
Mary Duhon
Fax: 337-893-6403
Email: mduhon@acadiancontractors.com

Cardinal Slickline LLC                Trade Debt        $1,253,248
PO Box 11510
New Iberia, LA 70562
William Kartsimas II
Tel: 337-364-0898
Email: jkartsimas@cardinalsvc.com

Warrior Energy Services Corporation   Trade Debt        $1,163,162
P.O. Box 122114
Dept 2114
Dallas, TX 75312-2114
Angelle Switzer
Fax: 662-329-1089
Email: aswitzer@bww.com

Dynamic Industries Inc.               Trade Debt        $1,146,436
PO Box 9406
New Iberia, LA 70562-9406
Kathy Berard
Tel: 318-369-6004
Email: kberard@dynamicind.com

Louisiana Safety Systems Inc.         Trade Debt        $1,101,210
PO Box 53729
Lafayette, LA 70505
Celeste Matte
Tel: 337-237-8211
Email: celeste@lasafety.com

Aggreko LLC                           Trade Debt        $1,039,260
4610 W. Admiral Doyle Drive
New Iberia, LA 70560
Cynthia Sauseda
Tel: 866-228-5967
Email: cynthia.sauseda@aggreko.com

American Eagle Logistics LLC          Trade Debt        $1,001,012
1247 Petroleum Parkway
Broussard, LA 70518
Dawn Suire
Fax: 337-839-7996
Email: dawn.suire@aeagle.net

Intertek Caleb Brett USA Inc.         Trade Debt          $907,265
PO Box 416482
Boston, MA 02241-6482
Ashley Brown
Tel: 504-602-2000
Email: ashley.brown@intertek.com

Montco Offshore Inc.                  Trade Debt          $864,944
PO Box 850
Galliano, LA 70354
Derek Boudreaux
Tel: 985-325-7157
Email: derek.bourdreaux@montco.com

Offshore Services Acadania LLC        Trade Debt          $848,953
PO Box 61565
Lafayette, LA 70596-1565
Wendy Hebert
Fax: 337-706-7801
Email: whebert@osa.bz

Total Safety US Inc.                  Trade Debt          $827,915
11111 Wilcrest Green Drive
Suite 300
Houston, TX 77042
Alicia Brewer
Fax: 713-785-0233
Email: abrewer@totalsafety.com

Seacor Liftboats LLC                  Trade Debt          $763,970
7910 Main Street
2nd Floor
Houma, LA 70360
Darlene Derise
Fax: 985-858-6439
Email: dderise@seacormarine.com

Indemco LP                            Insurance           $753,500
777 Post Oak Blvd
Suite #330
Houston, TX 77056
Charlene Matheny
Fax: 713-355-3101
Email: cmatheny@indemco.com

Greene's Energy Group, LLC            Trade debt          $706,085
PO Box 676263
Dallas, TX 75267-6263
Angela Trahan
Tel: 337-232-1830
Email: atrahan@greenesenergy.com

Cypress Point Fresh Market            Trade debt          $703,498
500 Hwy 90 Ste. 120
Patterson, LA 70739
Emma Lee Davison
Tel: 985-399-6818
Email: emma@oakpointmarket.com

Hudson Services Inc.                  Trade Debt          $693,621
PO Box 398
La Place, LA 70069-0398
Laquanda Mitchell-Campbell
Tel: 504-652-7560
Email: lmmitchell@hisenergy.com


FIELDWOOD ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition
----------------------------------------------------------------
Fieldwood Energy LLC on Feb. 15, 2018, disclosed that it has filed
a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code in the Bankruptcy Court for the Southern
District of Texas as part of a "prepackaged" chapter 11 case.  In
connection with the filing, the Company entered into a
Restructuring Support Agreement ("RSA") with support from
stakeholders representing, in principal amount, approximately 75%
of its first lien term loans, 72% of its first lien last-out term
loan, 77% of its second lien term loan, and Riverstone, as the
holder of 100% of the Company's sponsor second lien term loan as
well as the Company's private equity sponsor.

The Chapter 11 plan of reorganization (the "Plan") filed on the
"first day" of the case encompasses a comprehensive restructuring
of the Company's balance sheet and an acquisition of significant
revenue-producing assets.  Specifically, the proposed restructuring
contemplates (a) reducing current debt by approximately $1.6
billion, (b) raising capital of approximately $525 million through
an equity rights offering (the "Rights Offering"), and (c)
acquiring all deepwater oil and gas assets of Noble Energy, Inc.
located in the Gulf of Mexico.  The assets complement and enhance
the Company's asset base and operations.  The Company will use the
proceeds of the Rights Offering to fund the acquisition, fund the
costs and expenses of the Chapter 11 cases, and for general working
capital after emergence from Chapter 11.  The Plan also provides
that holders of undisputed general unsecured claims will be paid
cash in full.

Fieldwood's Chief Executive Officer, Matt McCarroll, commented,
"These developments are the result of extensive negotiations with
our lenders and Riverstone as well as Noble Energy, Inc.  We
appreciate the incredible efforts by all parties involved in
structuring this unique plan of reorganization, which we expect to
allow the Company to emerge from chapter 11 within the next 60 days
with a much stronger balance sheet and greater financial
flexibility to grow.  Our goal going into this process was to fix
our leverage and liquidity issues while continuing to honor our
commitments to all of our business partners, vendors, and employees
as well as all of the government agencies that touch our business.
I believe that we have accomplished that goal with this plan."

Additionally, in connection with this process, the Company has
obtained a $60 million debtor-in-possession financing facility
which is available, if necessary, to ensure that the Company has
adequate funds to operate the business during the restructuring
process.  Fieldwood also filed First Day Motions seeking approval
to continue paying in full, all operating expenses, joint interest
billings, royalties, insurance and surety bond costs, employee
related expenses, and taxes, among other things.

Mr. McCarroll continued, "We fully expect that our operations will
continue in the normal course and that we will continue to be able
to meet all of our business obligations to third parties as well as
the government throughout this process."

Fieldwood's Chapter 11 case is being heard in the United States
Bankruptcy Court for the Southern District of Texas.  Additional
information, including the Plan and related Disclosure Statement,
is available at http://cases.primeclerk.com/fieldwood. Questions
also may be directed to the Company's dedicated hotline at
855-631-5346.

                      About Fieldwood Energy

Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region.  It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over 2 million gross
acres with 1,000 wells and 750 employees.

Fieldwood Energy LLC and its 13 affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage their balance
sheet.

Fieldwood estimated $1 billion to $10 billion in assets and debt.

The Company has engaged Weil, Gotshal & Manges LLP as its legal
counsel, Evercore Group LLC as its financial advisor, and Opportune
LLP as its restructuring advisor.  Prime Clerk LLC is the claims
and noticing agent.

The First Lien Group has engaged O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL Lenders have engaged Willkie Farr & Gallagher LLP as its
legal counsel and RPA Advisors, LLC as its financial advisor.  The
Cross-Holder Group has engaged Davis Polk & Wardwell LLP as its
legal counsel and PJT Partners LP as its financial advisor.
Riverstone has engaged Vinson & Elkins LLP as its legal counsel and
Perella Weinberg Partners as its financial advisor.


FIELDWOOD ENERGY: To Acquire Noble Energy's Gulf of Mexico Assets
-----------------------------------------------------------------
Noble Energy, Inc., has executed an agreement to sell its deepwater
Gulf of Mexico assets to Fieldwood Energy LLC for a total value of
$710 million.

David L. Stover, Noble Energy's Chairman, President and CEO,
commented, "While continuing to deliver outstanding performance and
execution across the business, we have strategically repositioned
our portfolio over the last couple of years.  The sale of our Gulf
of Mexico business represents the last major step in our portfolio
transformation.  This has been done to focus our go-forward efforts
on those assets that will rapidly grow our cash flows and margins,
primarily the U.S. onshore business and the Eastern Mediterranean.
I appreciate the efforts of the many employees who have contributed
to our strong legacy of exploration discovery and successful
resource development in the Gulf of Mexico.  Going forward, we are
concentrating the Company's exploration capabilities on
higher-impact opportunities that can drive substantial long-term
value creation."

Cash proceeds included in the transaction total $480 million, and
Fieldwood will assume all abandonment obligations associated with
the properties, which Noble Energy recorded at a book value of
approximately $230 million as of December 31, 2017.

In addition, a cumulative contingent payment of up to $100 million
is payable to Noble Energy from closing of the transaction through
the end of 2022, determined quarterly at a rate of $2 per barrel
produced when the average Light Louisiana Sweet oil price exceeds
$63 per barrel.

The effective date of the transaction is January 1, 2018, with
closing anticipated during the second quarter 2018, contingent upon
Fieldwood successfully implementing its contemplated restructuring
process.  Included in the transaction is the Company's interest in
six producing fields and all undeveloped leases.  Noble Energy
estimates net production from these assets for 2018 to average
slightly more than 20 thousand barrels of oil equivalent per day
for the year.  Total proved reserves in the Gulf of Mexico as of
year-end 2017 for the Company were 23 million barrels of oil
equivalent.

Share Repurchase Program

Noble Energy also announced that its Board of Directors has
authorized a $750 million share repurchase program during the
period of 2018 through 2020.  All purchases will be made in
accordance with applicable securities laws from time to time in
open market or private transactions, depending on market
conditions, and may be discontinued at any time.  At Feb. 15's
share price, the program covers approximately 6% of the Company's
outstanding shares.

Mr. Stover continued, "Supported by the proceeds from this
transaction, along with strong projected cash flow growth, the
Board of Directors has authorized a $750 million share repurchase
program to enhance and accelerate value return to our shareholders.
We view the opportunity to repurchase Noble Energy stock to be an
attractive return, as the current stock price does not yet fully
reflect the long-term value of our assets."

Upcoming Conference Call

Noble Energy will host a conference call and webcast for investors
and analysts on February 20, beginning at 8:00 a.m. Central Time.
Senior management will review year-end 2017 results as well as
provide 2018 guidance and an updated multi-year outlook.
Supporting materials will be made available prior to market open on
the date of the conference call.

Date: Tuesday, February 20, 2018
Time: 8:00 a.m. C.T.
Toll Free Dial in: 800-289-0438
International Dial in: 323-994-2083
Conference ID: 4328087

Noble Energy (NYSE: NBL) -- http://www.nblenergy.com/-- is an
independent oil and natural gas exploration and production company
with a diversified high-quality portfolio of both U.S.
unconventional and global offshore conventional assets.

                      About Fieldwood Energy

Fieldwood Energy -- https://www.fieldwoodenergy.com/ -- is a
portfolio company of Riverstone Holdings focused on acquiring and
developing conventional assets, primarily in the Gulf of Mexico
region.  It is the largest operator in the Gulf of Mexico owning an
interest in approximately 500 leases covering over 2 million gross
acres with 1,000 wells and 750 employees.

Fieldwood Energy LLC and its 13 affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30648) on Feb. 15,
2018, with a prepackaged plan that would deleverage their balance
sheet.

Fieldwood estimated $1 billion to $10 billion in assets and debt.

The Company has engaged Weil, Gotshal & Manges LLP as its legal
counsel, Evercore Group LLC as its financial advisor, and Opportune
LLP as its restructuring advisor.  Prime Clerk LLC is the claims
and noticing agent.

The First Lien Group has engaged O'Melveny & Myers LLP as its legal
counsel and Houlihan Lokey Capital, Inc. as its financial advisor.
The RBL Lenders have engaged Willkie Farr & Gallagher LLP as its
legal counsel and RPA Advisors, LLC as its financial advisor.  The
Cross-Holder Group has engaged Davis Polk & Wardwell LLP as its
legal counsel and PJT Partners LP as its financial advisor.
Riverstone has engaged Vinson & Elkins LLP as its legal counsel and
Perella Weinberg Partners as its financial advisor.


FINJAN HOLDINGS: Enters Into Confidential Term Sheet with Symantec
------------------------------------------------------------------
Finjan Holdings, Inc. announced that Finjan's patent infringement
retrial against Blue Coat Systems, Inc. (5:15-cv-03295-BLF, "Blue
Coat II"), set to start on Feb. 12, 2018, has been vacated.  Finjan
and Blue Coat's parent, Symantec Corporation, have entered into a
confidential term sheet.  Finjan expects that a definitive
agreement will be finalized by no later than Feb. 28, 2018.

Finjan also has pending infringement lawsuits against Palo Alto
Networks, ESET and its affiliates, Cisco Systems, Inc., Sonicwall,
Inc., Bitdefender and its affiliates, Juniper Networks and Zscaler,
Inc. relating to, collectively, more than 20 patents in the Finjan
portfolio.  The court dockets for the foregoing cases are publicly
available on the Public Access to Court Electronic Records (PACER)
website, www.pacer.gov, which is operated by the Administrative
Office of the U.S. Courts.

                        About Finjan

Established over 20 years ago, Finjan -- http://www.finjan.com/--
is a cybersecurity company focused on four business lines:
intellectual property licensing and enforcement, mobile security
application development, advisory services, and investing in
cybersecurity technologies and intellectual property.  Licensing
and enforcement of the Company's cybersecurity patent portfolio is
operated by its wholly-owned subsidiary Finjan, Inc.  Finjan became
a wholly owned subsidiary of Finjan Holdings in June of 2013 after
a merger transaction, following which we began trading on the OTC
Markets.  The Company's common stock has been trading on the NASDAQ
Capital Market since May 2014.  Since the merger, the Company
continues to execute on its existing business lines while outlining
a vision and focusing on growth.  Finjan is based in East Palo
Alto, California.

Finjan reported a net loss attributable to common stockholders of
$6.43 million for the year ended Dec. 31, 2016, a net loss
attributable to common stockholders of $12.60 million for the year
ended Dec. 31, 2015, and a net loss of $10.47 million for the year
ended Dec. 31, 2014.  

As of Sept. 30, 2017, Finjan Holdings had $45.32 million in total
assets, $11.96 million in total liabilities, $18 million in
redeemable preferred stock and $15.35 million in total
stockholders' equity.

"Based on current forecasts, management believes that our cash and
cash equivalents will be sufficient to meet our anticipated cash
needs for working capital for at least the next 12 months from the
date of filing of this quarterly report.  Such forecasts include
approximately $5.9 million of licensing revenue to be received by
March 31, 2018 under existing contracts.  We may, however,
encounter unforeseen difficulties that may deplete our capital
resources more rapidly than anticipated.  If we need additional
funding, either debt or equity, to support our licensing and
enforcement activities, planned research and development activities
and to better solidify our financial position, it may not be
available on favorable terms, or at all.  Under such circumstances,
if we are unable to obtain additional funding on a timely basis,
the Company may be required to curtail or terminate some or all our
business plans," stated Finjan in its quarterly report for the
period ended Sept. 30, 2017.


FIRST QUANTUM: S&P Raises CCR to 'B', Outlook Stable
----------------------------------------------------
S&P Global Ratings said that it raised its long-term issuer credit
rating on Canada-based copper miner First Quantum Minerals Ltd.
(FQM) to 'B' from 'B-'. The outlook is stable.

S&P also raised its issue rating to 'B' from 'B-' on the company's
senior unsecured debt.

S&P said, "The upgrade reflects our expectation that FQM will
achieve S&P Global Ratings-adjusted debt to EBITDA of below 5x in
2018 and then see continued material deleveraging in 2019 and 2020.
The anticipated decrease in leverage is due to commercial
production expected at Cobre Panama in 2019 with an expected
significant contribution to group EBITDA. It is also due to the
positive effect of the rolling off of hedges the company had in
place throughout 2017, which limited the upside from the subsequent
strong rally in copper prices. In 2018, we expect a strong
improvement in FQM's earnings thanks to the higher copper prices
and generally supportive market environment.

"FQM's S&P Global Ratings-adjusted leverage for 2017 was higher
than we expected, at 6.0x compared with our forecast of 5.6x.
Nevertheless, we think it is the appropriate timing for raising the
rating because the increase in the adjusted debt was due to ad-hoc
events. The bulk of the increase relates to the purchase of an
additional 10% stake in Cobre Panama for $635 million, which
increases FQM's exposure to the project to 90%. We also expect 2018
debt to be higher than previously expected, as the company will
spend an additional $600 million capital expenditure (capex) for
Cobre Panama for the addition of an eighth mill, which is expected
to lead to an increase in capacity from 75,000 tons to 85,000
tons.

"Our expectation of deleveraging to 4.5x in 2018 is based on
volumes from the existing operating mines, with 46% of 2018 volumes
locked in at prices higher than last year. We note that market
conditions are currently much more supportive than a year ago--spot
copper prices have been above our $2.8 per pound (/lb) price deck
since August, with the current spot at $3.1/lb. Our base-case
EBITDA of around $1.7 billion takes into account hedges on 46% of
production. Finally, compared with a year ago, we think that Cobre
Panama's execution risk has reduced materially. The project has
stayed on track and on budget, aside from the planned eighth mill
expansion. Once it is up and running, Cobre Panama is expected to
be one of the largest and lowest cost copper producers in the
world.

"Our assessment of FQM's business risk as fair is supported by its
low cost position and high operating margins. This is offset by
risks associated with sizable expansion projects and operating in
Zambia, where royalty, tax, and electricity costs are subject to
considerable uncertainty. Concentration risk on Zambia also weighs
on the rating, although we expect this to change from 2019 with the
expected commissioning of Cobre Panama.

"We classify FQM's financial risk profile as highly leveraged given
the company's adjusted debt to EBITDA of 6.0x in 2017 and deeply
negative free operation cash flow (FOCF), owing to heavy
expansionary capex. We expect, however, that FQM will reduce
adjusted leverage to below 5.0x over the coming year, despite its
high capex, thanks to higher copper prices.

In S&P's base case for FQM, it assumes:

-- A copper price of $6,170 per metric ton (equivalent to $2.80
per pound) in 2018 and 2019; S&P has also factored in hedges in
place;

-- Production volume and capex in line with FQM's public guidance;
and

-- Token dividends.

Based on these assumptions, S&P arrives at the following credit
measures for 2017 and 2018:

-- Adjusted debt to EBITDA of 4x-5x in 2018 and below 3.5x in
2019; and

-- Deeply negative FOCF in 2018 and around $500 million positive
in 2019 including the positive uplift expected from the Cobre
Panama ramp-up.

As of Dec. 31, 2017, the company had reported gross debt of $6.9
billion including:

-- $1.1 billion notes due February 2021;
-- $850 million notes due May 2022;
-- $1.1 billion notes due April 2023;
-- $1.1 billion notes due April 2025;
-- $175 million Kansanshi senior term loan;
-- $700 million fully-drawn term loan and $1.1 billion drawn of
the $1.5 billion revolving credit facility (RCF; both part of FQM's
senior debt facility maturing in December 2020);
-- $180 million trading facilities; and
-- $43 million Caterpillar equipment financing at Sentinel.

S&P said, "We also include in our measure of gross debt $457
million of asset-retirement obligations and a $726 million deposit
received under the Franco-Nevada precious metal stream agreement.

"The stable outlook reflects an expected improvement in credit
metrics in 2018 and 2019, mainly due to higher volumes, including
commercial production at Cobre Panama expected in 2019, and
supportive copper prices.

"We expect the company to sustainably maintain an S&P Global
Ratings-adjusted gross debt-to-EBITDA ratio of below 5.0x for our
current 'B' rating.

"We could downgrade FQM if the company faces operational issues or
there are delays or cost overruns in the commissioning of Cobre
Panama, which would affect the company's liquidity or lead to a
substantial increase in leverage to above 5.0x."

A materially lower copper price could also weigh on the ratings,
although this risk is mitigated by the company's hedging of about
46% of the 2018 production at $2.70/pound, on average. The rating
does not factor in any dividends or material merger and
acquisition-related event risk that would lead to a substantial
increase in leverage. It also does not factor in any adverse
country risk developments in Zambia, where the company generates
over 70% of earnings.

S&P said, "We could consider upgrading FQM to 'B+' once the Cobre
Panama facility is fully operational, and provided the company
achieves the deleveraging path we expect in our base case and
maintains leverage of 3x-4x sustainably over the cycle." An upgrade
would likely also require a continued good operating performance,
positive discretionary cash flow generation, and sufficiently
strong liquidity to withstand a sovereign default, including
potential exchange controls in Zambia.


FRONT STREET VENTURES: Celtic Bank Objects to Disclosure Statement
------------------------------------------------------------------
Celtic Bank Corporation files with the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania an objection Front Street
Ventures, LLC's Motion for Approval of Disclosure Statement.

Celtic Bank holds, inter alia, a second position mortgage lien
against Front Street Ventures' commercial real estate located at
104-106 West Front Street, Media, PA 19063, in the amount of
$542,955.

On February 3, 2017, Celtic Bank commenced a mortgage foreclosure
action against Debtor in the Court of Common Pleas of Delaware
County, Pennsylvania at Case No. 17-1304 to foreclose Celtic Bank's
mortgage on the Property.

On June 22, 2017, Celtic Bank obtained default judgment in mortgage
foreclosure against Front Street Ventures and scheduled the
Property for the October 20, 2017, Delaware County Sheriff's Sale,
which was postponed to April 20, 2018 due to Front Street Ventures'
bankruptcy filing. Celtic Bank asserts that Front Street Ventures
filed this bankruptcy case for the sole purpose of delaying the
sheriff's sale of the Property.

On January 6, 2018, Front Street Ventures filed a Motion and
Disclosure Statement together with a Chapter 11 Plan of
Reorganization.

Celtic Bank asserts that the Disclosure Statement is deficient
because:

      (a) It fails to provide sufficient financial information for
Front Street Ventures, which proposes to fund the Plan with the
rent generated from the Property. Celtic Bank suggests that the
Disclosure Statement should include a detailed Income Statement,
Statement of Cash Flow and Cash Flow Projection for Front Street
Ventures for the 12 months prior to its filing of bankruptcy
petition.

      (b) It fails to provide financial and employment information
for Myles Hannigan, who proposes to use his net employment income
to fund the Plan. Celtic Bank proposes that Disclosure Statement
should include a detailed Income Statement, Statement of Cash Flows
and Cash Flow Projection for Myles Hannigan for the 12 months prior
to the filing of Front Street Ventures' bankruptcy petition, as
well as a detailed summary of Myles Hannigan's employment history
for the past 2 years and a detailed explanation of why Myles
Hannigan is currently unemployed, which should include a detailed
discussion of the three lawsuits filed against him and his various
businesses which resulted in judgments totaling over $3,800,000 and
an explanation of Myles Hannigan's future employment prospects in
light of the three lawsuits.

Celtic Bank submits that creditors do not have adequate information
to ascertain the feasibility of Front Street Ventures' Plan because
Front Street Ventures has not filed the monthly operating reports
for October 2017, November 2017 and December 2017. The lack of
these required reports deprives creditors of the financial
information needed to evaluate the Plan and Disclosure Statement.

Celtic Bank complains that Front Street Ventures' Plan violates the
Absolute Priority Rule on its face because it proposes that its
existing equity interest holders will retain such interests, but
unsecured creditors will not be paid in full. Celtic Bank asserts
that the Disclosure Statement is completely devoid of any reference
to the potential application of the Absolute Priority Rule, or how
Front Street Ventures plans to overcome it if unsecured creditors
do not accept the Plan.

Moreover, Celtic Bank asserts that the Plan is not feasible and not
confirmable because it does not provide fair and equitable
treatment of Celtic Bank's loan. The Plan states that the arrears
due Celtic Bank "will be cured from the proceeds of the sale of the
Conshy Property. Any remaining arrears and future regular payments
will be made directly to this creditor from rentals earned by the
Debtor and MCM payments. Any claim allowed as of the effective date
will be paid in full on the effective date." However, the Plan
fails to state the amount and frequency of the future regular
payments to be made to Celitc Bank.

Furthermore, it is unreasonable to delay payment to Celtic Bank
until the Plan effective date, which is one year after confirmation
of the Plan. It is also unreasonable for the Plan to grant Front
Street Ventures a discharge on confirmation of the Plan. Celtic
Bank asserts that the Plan is not fair and equitable because it
fails to state that Celtic Bank will retain its liens until its
loan is satisfied in full.

                             About Front Street Ventures, LLC
   
Front Street Ventures, LLC filed pro se a Chapter 11 petition
(Bankr. E.D. Pa. Case No. 17-17047), on October 18, 2017. The
Petition was signed by Myles J. Hannigan, managing partner. At the
time of filing, the Debtor had $500,000 to $1 million in estimated
assets and $1 million to $10 million in estimated liabilities.


GAINESVILLE HOSPITAL: Moody's Lowers GOLT Bond Rating to Ba2
------------------------------------------------------------
Moody's Investors Service has downgraded Gainesville Hospital
District, TX's issuer long-term and general obligation limited tax
(GOLT) bond ratings to Ba2 from Ba1. Concurrently, Moody's have
placed the ratings under review for possible downgrade.

RATINGS RATIONALE

The downgrade primarily reflects the uncertainty surrounding the
impact of management turnover on operations following the recent
announcement that Universal Health Services, Inc. (UHS; Ba1 stable)
would terminate its management agreement with the district by May 1
and not proceed with a long-term lease post-bankruptcy. On January
31st, the district board voted to proceed with negotiations for
another management agreement with Community Hospital Corporation
(CHC), a Plano, TX based management and consulting firm that
specializes in small-market, nonprofit hospitals. The rating
reflects the inherent uncertainty of the district's bankruptcy
coupled with the challenges presented by turnover in management.
These challenges are balanced against the stability of the tax base
and strong bondholder protection provided by the stipulation and
agreed order confirmed by the court holding that dedicated ad
valorem tax revenues for the bonds are special revenues and
therefore not subject to the automatic stay.

The review will incorporate unaudited financials from an outside
auditor, the results of which are anticipated within the next
month, and the status of the district's negotiations with CHC.
During the review period, Moody's will also focus on the potential
impact of management turnover on services and cash flow margins.
UHS's announcement is not expected to impact bankruptcy proceedings
or the planned issuance of GOLT authorized in the bond validation
hearings to satisfy remaining claims, a crucial step in the
district's plan to emerge from bankruptcy. Moody's expect to
complete the review over the next 60 days.

FACTORS THAT COULD LEAD TO AN UPGRADE

- Successful emergence from bankruptcy

- Trend of improved, positive operating margins and liquidity

- Execution of a long-term lease agreement post-bankruptcy

FACTORS THAT COULD LEAD TO A DOWNGRADE

- Inability to secure a new interim management agreement with a
   third-party operator

- Further deterioration of operating margins or liquidity

LEGAL SECURITY

The bonds are secured by a continuing direct ad valorem tax on all
taxable property within the district. The tax rate is limited to
$7.50 per $1,000 assessed valuation, provided that no more than
$6.50 per $1,000 is levied for debt service.

PROFILE

The district owns the North Texas Medical Center (NTMC), an acute
care hospital located in the City of Gainesville, TX. The city is
located 60 miles north of the Dallas-Fort Worth metroplex and five
miles south of the Texas-Oklahoma Border. The service area is
predominantly Cooke County. The NTMC also sees patients from
eastern Montague County, western Grayson County, northern Denton
County and southern Love County, Oklahoma.

The district currently operates 48 licensed beds and is licensed by
the Texas Department of Health for up to 60 beds. The hospital
provides inpatient and outpatient services including intensive
care, operating rooms, emergency medical services, laboratory,
rehabilitation, radiology, dietary, administration and other
support services.

METHODOLOGY

The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.


GENERAL WIRELESS: First Amended Plan Declared Effective
-------------------------------------------------------
BankruptcyData.com reported that General Wireless Operations'
Modified First Amended Joint Plan of Reorganization became
effective on December 31, 2017, and the Company emerged from
Chapter 11 protection.  The U.S. Bankruptcy Court confirmed the
Plan on October 26, 2017.  As previously reported, "Under the Plan,
Debtor GWOI will emerge as a Reorganized Debtor, and will be vested
with substantially all of the remaining property of the Debtors'
estates, other than the Litigation Trust Assets. The business
operations of the Reorganized Debtor on the Effective Date will
consist of the Debtors' eCommerce business, the Debtors’ Dealer
network operations, between zero and twenty-eight (28) brick and
mortar retail stores, and the Debtors' warehouse operations."

                    About General Wireless

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

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

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

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

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


GLASGOW EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Glasgow Equipment Service, Inc.
        PO Box 10087
        West Palm Beach, FL 33419

Business Description: Glasgow Equipment Service --
                      http://www.glasgowequipment.com-- is a
                      pollutant storage systems contractor serving

                      the petroleum equipment needs of South
                      Florida by offering design, installation
                      and servicing of fuel storage and dispensing
                      systems.  The Company is an all inclusive
                      fuel storage tank and fuel dispenser
                      supplier with the ability to provide
                      service, retail sales, repair parts,
                      above ground tank installation,
                      underground tank installation,
                      technician training, maintenance & support
                      aviation fuel systems & storage.  The
                      Company is headquartered in West Palm Beach,
                      Florida.

Chapter 11 Petition Date: February 14, 2018

Case No.: 18-11712

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Paul G. Hyman, Jr.

Debtor's Counsel: Philip J. Landau, Esq.
                  SHRAIBERG LANDAU & PAGE PA
                  2385 N.W. Executive Center Dr # 300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0800
                  E-mail: plandau@slp.law

Total Assets: $3 million

Total Liabilities: $2.63 million

The petition was signed by Peter H. Ward, 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/flsb18-11712.pdf


GNC HOLDINGS: Fitch Puts 'CCC' IDR on Evolving Watch
----------------------------------------------------
Fitch Ratings has placed the ratings of GNC Holdings, Inc. on
Rating Watch Evolving following its credit facility refinancing
proposals announced on Feb. 13, 2018. The Watch affects GNC's 'CCC'
Long-Term Issuer Default Rating (IDR) and the 'B-'/'RR2' rating on
GNC's senior secured credit facility. Fitch would expect to resolve
the Watch following the results of the refinancing process over the
next two weeks. GNC's ratings following the completion of its
proposed amendment would be dependent on Fitch's view of the
company's capital structure, including its success in extending a
substantial level of its $1.1 billion term loan principal from its
current March 2019 maturity to 2021, following several unsuccessful
refinancing attempts in 2017.

GNC has proposed to extend the maturity of its $1.1 billion term
loan from March 2019 to March 2021, while also terminating its
existing $300 million revolver due September 2018 to enter into a
new $100 million asset-backed loan (ABL) revolver due August 2022
and a $275 million FILO Term Loan due December 2022. This proposal
remains contingent upon ongoing negotiations with the company's
term-loan holders, 44% of which the company has privately engaged
with since Feb. 2, 2018, and has publicly indicated positive
reception from. The proposed ABL and FILO security packages are the
same, and include a first lien on assets comprising domestic
inventory and receivables with a second lien on other domestic
assets, though the ABL would receive priority payment in a default.
Proposed pricing for the extended term loan is LIBOR plus 8.75%
(6.25% higher than current term-loan pricing), which Fitch projects
could increase annual interest expense by approximately $40
million-$50 million per year.

Lenders that consent to extending GNC's term loan maturity to 2021
are being presented with the option to either receive 20% of their
participating term loan principal amount in cash from FILO loan
proceeds and 80% of participating principal in extended term loan
(the Cash Option), or otherwise can elect a combination of new FILO
and extended term loan. Early consenters (within three days of
solicitation) receive their pro rata share of the FILO and
remainder in extended term loan, while late consenters receive 20%
of participating principal in the FILO loan and 80% in extended
term loan. Lenders that do not consent to extending GNC's term loan
maturity to 2021 are entitled to principal repayment on or before
the originally stated maturity date of March 4, 2019.

In addition, the company has also announced entry into a joint
venture (JV) with Harbin Pharmaceutical Group Co., LTD (which is
60.9% held by CITIC Capital) to grow its Chinese operations. Harbin
would also invest $300 million in GNC via new convertible preferred
equity for a 65% ownership, with GNC retaining the remaining 35%.
The new convertible preferreds would have a 6.5% coupon with a
payment-in-kind feature and is convertible to GNC equity at a
strike price of $5.35. The deal is contingent upon successful
refinancing negotiations and the consummation of the above terms.
The company intends to use the proceeds from the investment to
repay outstanding debt and to allocate toward general corporate
purposes. The announced $300 million perpetual convertible
preferred investment is conditioned upon a 90% participation in the
term loan amendment transaction.

The ABL FILO Term Loan would share in the ABL revolver's security,
while the Term Loan B and any remaining principal of the existing
term loan would have a second lien on the ABL revolver's borrowing
base assets and a first lien on the other domestic assets. In a
default, the ABL FILO Term Loan would have second priority of
payment behind the ABL revolver.

Fitch would expect to rate GNC's newly issued debt upon completion
of the transaction. Fitch assumes the ABL revolver and ABL FILO
Term Loan would receive full recovery in a distressed scenario,
with the remaining term loan principal having at least superior
(71%-90%) recovery prospects, in line with its current RR2 rating.

Given lenders can accept or reject the terms of the amendment, a
portion of the term loan could still be due in March 2019, with the
company's $189 million of remaining convertible notes due September
2020 and balance of the term loan principal due 2021. The company
may still need to address upcoming maturities through asset sales
or restructuring such as the distressed debt exchange (DDE)
completed in December 2017 for approximately $99 million of the
convertible notes.

GNC's ratings reflect the company's leading position in the growing
health and wellness products market. The ratings consider recent
market share declines driven by encroaching competition and
executional missteps, which in concert with recent financial policy
decisions, have weakened the company's leverage profile. However,
the ratings also reflect steps the company has taken to reverse
operational declines and reduce leverage, through diverting FCF to
debt paydown and suspending dividends and share buybacks.

Fitch views GNC's recent operating trajectory positively, with
changes to the company's pricing structure and new loyalty program
showing improving comps to 0.2% for full-year 2017, up from -6.5%
in 2016. Fitch expects total revenue to remain fairly stable at
around $2.5 billion through 2020. The company reported EBITDA of
$265 million in 2017, which could grow to around $300 million over
the next 36 months on modest top-line growth and/or gross margin
expansion as a result of store closings leading to reduced
occupancy costs and merchandise margin stabilization. FCF of around
$200 million in 2017 could decline to the low-$100 million range
beginning 2018 on increased interest expense and is expected to be
used for debt reduction, including remaining term loan principal
due March 2019.

Fitch's current upgrade sensitivity requires GNC to address all of
its upcoming maturities while showing signs of sales and EBITDA
stabilization.


KEY RATING DRIVERS

Recent Distressed Debt Exchange: Upon the withdrawal of its
proposed credit facility refinancing on Dec. 4, 2017, the company
announced that it had engaged Goldman Sachs and Co. LLC to explore
strategic alternatives and optimize its capital structure,
inclusive of a $300 million revolver due September 2018, $1.1
billion term loan maturing March 2019 and $288 million of
convertible notes due August 2020. On Dec. 21, the company
announced an exchange of approximately $99 million in convertible
notes for 14.6 million shares of common equity; the exchange was
completed on Dec. 27. Fitch viewed the exchange as a DDE, as the
common equity was valued at approximately $50 million based on
GNC's Dec. 27 closing price.

Good Position in a Growing Category: GNC is a leading U.S. retailer
and manufacturer (with around 6% share) of health and wellness
products, including vitamins, minerals and herbal supplements
(VMHS), and sports nutrition and diet products. Historically, the
company has benefited from stable growth in the VMHS industry,
brand leadership, and its broad store footprint and brand presence
in the U.S. and internationally. The company has 8,955 stores
globally as of December 2017 and manufactures products sold at
retailers across the food, drug, and discount category. The company
has outsized presence at Rite Aid Corporation stores through a
partnership and a storefront on Amazon.com. Overall online sales
penetration is around 10%, in line with industry averages. GNC's
brand leadership is evident with nearly half of consolidated
revenue derived from owned-brand product.

The approximately $40 billion VMHS industry has proven to be
recession resistant by growing at a mid-single-digit rate through
economic cycles. The consumable nature of the products and high
frequency of usage as part of regular dietary regimens drive the
stability and defensibility of the business. Given an aging U.S.
population and increased consumer focus on personal health and
wellness, Fitch expects the VMHS industry to continue
mid-single-digit growth over the next several years, making it one
of the faster-growing segments within retail.

Historically, the standalone vitamin retail business has been
resilient to channel disruption from discount and online players
for several reasons. First, inventory breadth in the category is
significant, which is an unappealing characteristic for discount
players that prefer a focused, high-turning inventory mix. Second,
the nature of the industry's product requires an elevated service
component. GNC, whose service model provides product and regimen
guidance to less knowledgeable customers, has benefited from this
information asymmetry. Finally, loyalty programs have proven
effective for standalone players to maintain share in the space,
with GNC's (now-replaced) Gold Card discount program generating
nearly 80% of company sales.

Recent Weakness: Despite good historical fundamentals, GNC's
operating trajectory turned in 2014, with sales declining from a
peak of $2.64 billion in 2013 to $2.45 billion in 2017, while
EBITDA has been halved from around $530 million in 2013 to $265
million in 2017. While the category has continued its growth
trajectory, the alternate channels appear to be taking share from
standalone players such as GNC. The proliferation of
vitamin-related information online coupled with an increased
vitamin focus by a number of competitors in the discount, grocery,
drug retail and online spaces have limited GNC's competitive
advantage in recent years.

Fitch believes GNC also took some operational missteps in recent
years. The company's marketing and merchandising efforts have
historically appealed to sports-related products such as
muscle-gain proteins, while industry growth has focused more on
natural/organic supplements, particularly for the aging baby boomer
population. In addition, while the company's Gold Card loyalty
program was a historical advantage, the loyalty scheme recently
created price confusion among consumers who increasingly value
price transparency. The pricing structure was also misaligned in
the company's stores relative to its online channel, where products
were heavily discounted.

EBITDA declines in recent years have outpaced revenue moderation
due to the deleveraging impact on fixed expenses such as rent and
store payroll as well as the company's decisions to maintain
investments in marketing and product innovation. More recently,
margins have declined due to the company's concerted efforts to
reduce prices in an increasingly competitive environment and to
align pricing across its channels and simplify its pricing model
for loyalty card customers. EBITDA erosion has weakened the
company's leverage profile, with adjusted debt/EBITDAR rising from
the mid-4.0x range in 2013 to around 6.6x in 2017. This increase
was exacerbated by the company's decision to execute debt-financed
share buybacks in 2015 and first half of 2016 (1H16). Outstanding
debt balances increased by around $300 million from the beginning
of 2015 until the company ceased share buybacks in mid-2016.

EBITDA Expected to Improve through 2020: Over the past 18 months,
GNC has implemented a number of strategic changes that could
stabilize results while improving leverage. The company has reduced
prices to be more competitive and aligned price points across
channels to reduce customer confusion. GNC replaced its existing
loyalty program, wherein a paid membership provided ongoing product
discounts. The new loyalty program includes both a free tier where
customers can earn rewards based on spending, and a paid tier with
additional benefits. The goal of the new free tier is to grow
enrollment in the overall program while improving ongoing product
margins. Research and development investments have been geared
toward enhanced product innovation to drive customer excitement and
brand differentiation. Sales staff re-training is designed to
fortify the company's ability to effectively counsel and advise
customers.

GNC's efforts have led to some signs of improvement, with average
transactions improving from negative in 2015-2016 to up over 11% in
2017, and positive enrollment trends for the company's new loyalty
program (eleven million members in the free tier as of December
2017). Comparable store sales (comps) were 1.3% in 3Q17, the
company's first positive comp since 4Q15, and accelerated to 5.7%
in 4Q17, to drive 0.2% annual comps for full-year 2017.

While sales have shown some evidence of stabilization, GNC's
initiatives have had a negative impact on EBITDA. Price reductions
have reduced gross margin by 125bps to 32.6% in full-year 2017,
while the elimination of the paid loyalty program has caused
significant declines in high-margin membership fee revenue. EBITDA,
which was $350 million in 2016, declined to $265 million in 2017,
with quarterly declines YTD through 3Q17 but flattish EBITDA in
4Q17.

Despite recent trends and increased competition from alternate
channels, Fitch believes there is long-term viability in the
standalone vitamin retail space and that GNC's size, positive FCF
generation, brand recognition and vertical manufacturing
capabilities are assets that would allow it to defend share
longer-term should its recently enacted strategies be unsuccessful.
As the company laps significant changes made in 2017, the
continuation of modestly positive comps could yield EBITDA trending
to above $300 million over the next three years.

New Financial Policy and FCF Supports Deleveraging: As GNC
undertakes these initiatives; the company has also made significant
changes to its cash deployment strategies. Over the past 18 months,
the company has eliminated both its dividend and share buyback
program, and redirected its FCF to debt paydown, repaying nearly
$200 million of debt from 2Q16 through 3Q17. The company's net
leverage target of 3x, capitalizing leases at 5x, equates to 4x
Fitch-defined leverage (capitalizing leases at 8x) assuming minimal
cash balances for both calculations. Assuming the company
successfully completes the refinancing of its upcoming maturities
and continues to direct FCF toward debt paydown along with its
stated financial policy, leverage could approach mid-5.0x in 2020
based on around $200 million of FCF in 2017 and low-$100 million
annually beginning in 2018.

RECOVERY CONSIDERATIONS
Fitch's recovery analysis is based on a going-concern value of
$1.25 billion, versus approximately $630 million from an orderly
liquidation of assets composed primarily of inventory, receivables
and owned property and equipment. Post-default EBITDA was estimated
at $250 million, similar to the company's 2017 EBITDA. Fitch
believes current operating results represent a potential
post-bankruptcy scenario following an approximately 50% decline in
EBITDA over the past three years. The analysis uses a 5.0x
enterprise value/EBITDA multiple, consistent with the 5.4x median
multiple for retail going-concern reorganization but at the low end
of the 12-year retail market multiples of 5x-11x, and below 7x-12x
for retail transaction multiples. The multiple considers GNC's
historically strong position in a good category, recent competitive
encroachment by alternate channels and operational missteps.

After deducting 10% for administrative claims, the remaining $1.125
billion would lead to superior recovery prospects (71%-90%) for the
company's existing credit facility, which is therefore rated
'B-'/'RR2'.

If the company successfully executes its current credit facility
proposals, Fitch would expect the company's new ABL revolver and
ABL FILO Term Loan to be fully recovered in a distressed scenario,
with the remaining term loan principal having at least superior
(71%-90%) recovery prospects, in line with its current 'RR2'
rating.

DERIVATION SUMMARY

GNC's IDR of 'CCC' reflects increased refinancing risk following
the company's withdrawal of its proposed term loan refinancing and
the use of a DDE to address its capital structure. The ratings
continue to reflect GNC's leading position in the growing health
and wellness products market. The rating considers recent market
share declines, driven by encroaching competition and executional
missteps, which in concert with recent financial policy decisions,
have weakened the company's leverage profile. However, the rating
also reflects steps the company has taken to reverse operational
declines and reduce leverage, through diverting FCF toward debt
paydown and suspending dividends and share buybacks.

Retailers rated within the 'C' category include Sears Holdings
Corporation, whose 'C' rating reflects the company's recent
announcement of a DDE. Sears has produced consistently negative
EBITDA and significantly negative FCF, leading to a need to source
around $2 billion in annual liquidity, through asset sales and
liquidity injections, to maintain ongoing operations.

KEY ASSUMPTIONS

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

-- Fitch expects total revenue to remain fairly stable in the $2.5
billion range through 2020. Revenue, which declined 3.4% in 2017.
Is expected to decline 1% in 2018 due to store closings before
turning modestly positive in the low single digits thereafter. Same
store sales turned modestly positive for full-year 2017 given
strong improvement in the back half of the year , and are expected
grow in the low single digits in 2018-2020.

-- 2017 EBITDA was $265 million versus $350 million in 2016 and
the average $500 million range in 2012-2015. EBITDA is expected to
improve to $300 million-$325 million by 2019/2020 on modest
top-line growth and/or gross margin expansion as a result of store
closings, leading to reduced occupancy costs and merchandise
margin stabilization.

-- FCF is expected to be $100 million annually beginning 2018,
assuming interest expense increases from a refinancing of the
company's term loan. GNC has suspended both its dividends and
share-buybacks. Fitch would expect the company to use FCF for debt
paydown, in line with its public guidance.

-- Adjusted leverage (capitalizing rent expense at 8x) finished
finished 2017 at 6.6x, and is expected to trend lower through 2020
based on EBITDA growth and debt reduction. This assumes the
successful refinancing of its entire capital structure.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
An upgrade to 'B-' could occur if the company successfully
addresses all of its maturities while showing signs of
stabilization in sales and EBITDA.

Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
A downgrade would occur if the company is unable to successfully
address upcoming debt maturities in a timely fashion without a
distressed debt exchange or restructuring.

LIQUIDITY

GNC's total liquidity as of Sept. 30, 2017 was approximately $360
million, which includes $64 million in cash and no borrowings
outstanding on the company's $300 million revolver.

FULL LIST OF RATING ACTIONS

Fitch has placed the following ratings on Evolving Watch:

GNC Holdings, Inc.
-- Long-Term IDR at 'CCC'.

General Nutrition Centers, Inc.
-- Long-Term IDR at 'CCC';
-- Senior secured credit facility at 'B-'/'RR2'.


GNC HOLDINGS: S&P Raises CCR to 'CCC+' Amid Announced Refinancing
-----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on the
Pittsburgh, Pa.-based vitamin and supplement retailer GNC Holdings
Inc. to 'CCC+' from 'SD'. S&P also placed all ratings on
CreditWatch with negative implications.

S&P said, "At the same time, we assigned a 'B' issue-level rating
and '1' recovery rating to the company's proposed $275 million FILO
term loan. The '1' recovery rating indicates our expectation for
very high recovery (90%- 100%; rounded estimate of 95%). We also
raised our issue-level rating on the company's proposed amended
term loan facility to 'B-' from 'CC'. We revised the recovery
rating to '2' from '3'. The '2' recovery rating indicates our
expectation for substantial recovery (70%- 90%; rounded estimate of
70%) of principal in the event of a payment default or bankruptcy.
We do not rate the company's proposed $100 million ABL facility or
the convertible preferred stock.

"The upgrade reflects our view that GNC's maturity profile will
improve upon completion of the proposed refinancing transactions.
The company's refinancing plans include:

-- Securing a $100 million (undrawn at close) asset-backed lending
(ABL) facility due in 2022,

-- Obtaining funds from a $275 million FILO term loan due December
2022; and

-- Issuing a $300 million perpetual preferred stock offering,
which S&P considers as debt in its analysis.

The CreditWatch placement reflects the potential risk, in S&P's
view, that GNC cannot close the proposed refinancing transactions.


This includes achieving the amended maturity extension on its term
loan facility, securing the funds from the $275 million FILO term
loan, issuing $300 perpetual preferred stock, and obtaining the
$100 million ABL facility.

S&P said, "We will resolve the CreditWatch if the company
successfully completes all components of its proposed refinancing
and extends the maturity for at least three years. We will likely
affirm our ratings after the company closes the refinancing or if
we believe completion of the complex transactions is certain.  

"On the other hand, we would lower ratings if the company cannot
close on its refinancing and adequately address its near-term
maturities of its current secured lending facilities, including the
$300 million revolver due September 2018 and $1.1 billion term loan
due March 2019."

Ratings List Upgraded; Placed On CreditWatch
                                   To                 From
  GNC Holdings Inc.
  General Nutrition Centers Inc.
   Corporate Credit Rating         CCC+/Watch Neg/--  SD/--/--

  Issue-Level
  Rating Raised;
  Recovery Rating Revised;
  CreditWatch Action
                                   To                 From
  General Nutrition Centers Inc.
   Senior Secured                  B-/Watch Neg       CC
    Recovery Rating                2(70%)             3(60%)

  New Rating

  General Nutrition Centers Inc.
   Senior Secured
    US$275 mil FILO bank ln due 2022      B /Watch Neg             

     Recovery Rating                      1(95%)


GO YE VILLAGE: March 7 Disclosure Statement Hearing
---------------------------------------------------
Judge Tom R. Cornish of the U.S. Bankruptcy Court for the Eastern
District of Oklahoma will convene on March 7, 2018, at 9:00 a.m. to
consider approval of the Disclosure Statement for Go Ye Village,
Inc.'s Second Amended Plan of Reorganization together with the
Objections filed by James A. Richardson, Denise K. Richardson and
Golden Years Advisors, Inc. and any other Objections that will be
filed.

The last date to file and serve written Objections to the
Disclosure Statement is fixed on February 23, 2018.

The U.S. Trustee will file a Response to the Debtor's Disclosure
Statement by February 23, 2018.

                     About Go Ye Village Inc.

Go Ye Village, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Okla Case No. 15-81287) on Nov. 30, 2015.  The petition was
signed by Maurice D. Turney as president.  The Debtor disclosed
total assets of $24.48 million and total debts of $36.18 million.
Sam G. Bratton, II, Esq., at Doerner, Saunders, Daniel & Anderson,
LLP, serves as the Debtor's counsel.  Judge Tom R. Cornish is
assigned to the case.

The U.S. Trustee has appointed a patient care ombudsman in the
Debtors' bankruptcy case.

On December 22, 2015, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.   On June 16, 2016, the
agency filed an amended notice of appointment of committee,
announcing the appointment of these creditors: (1) Doris Barbee,
(2) Russell and Mary Megee, (3) Randle and Joyce Peterson, (4)
Andrew Turner, (5) Dennis W. and Ann Rives Smith, (6) Bill Young,
(7) Thomas F. Henstock, (8) Van Ferguson, (9) Robert & Donna Rice,
and (10) Charlotte Kerth.


H N HINCKLEY: Seeks OK to Access Up To $142,600 Cash Collateral
---------------------------------------------------------------
H N Hinckley & Sons, Inc., requests the U.S. Bankruptcy Court for
the District of Massachusetts to authorize its use of cash
collateral arising from the Debtor's operation of its business
through April 7, 2018, up to a maximum of $142,600.

The cash collateral will be used to permit the Debtor's business to
continue to operate, on what is anticipated to be a break even
basis, over the next nine weeks.

The Debtor has granted a lien on all of its personal property to
Martha's Vineyard Savings Bank.  Its receipts from cash sales,
credit card sales, collection of receivables, and contract rights
all constitute cash collateral.  According to the Bank, the amount
of the obligations secured by the Bank's lien was $1,941,647 as of
Nov. 15, 2017.  The Debtor has also granted a first mortgage on its
real estate to the Bank.

The Debtor's obligations to the Bank also have been secured by a
second mortgage on the residence of the Debtor's president Wayne M.
Guyther III at 9 Tiffany Lane, Oak Bluffs, Massachusetts, which the
Debtor believes has a fair market value of $900,000 and is subject
to a first mortgage of $260,000.

The Debtor's obligations to the Bank have been further secured by a
first mortgage on real estate owned by the estate of the late Wayne
M. Guyther Jr. at West William Street, Tisbury, Massachusetts (the
directors and shareholders of the Debtor constitute the heirs of
Wayne M. Guyther, Jr.) that is currently under agreement to be sold
to the Town of Tisbury (subject to approval at a meeting scheduled
in April) for $675,000 (less unpaid property taxes of approximately
$40,000).

The Massachusetts Department of Revenue and the Internal Revenue
Service have recorded, junior to the Bank, notices of tax lien
against the Debtor. The Debtor understands that as of Jan. 19,
2018, the amount of tax liens asserted by the DOR totaled
$1,096,209 and the amount of tax liens asserted by the IRS totaled
$2,495,882.  As a result the DOR and the IRS may assert liens in
the Debtor's cash collateral junior to the lien of the Bank.

According to an appraisal obtained by the Debtor, as of July 11,
2017 the "as is" fair market value of its real estate was
$2,750,000.  Based only on its real estate collateral, the Debtor
claims that the Bank is vastly oversecured. For that reason the
Debtor asserts that no adequate protection payment to the Bank is
necessary.

As adequate protection for the use of cash collateral, the Debtor
proposes that the Bank, the DOR and the IRS be granted replacement
liens in all postpetition personal property of the Debtor, of the
same scope, validity, and priority as their respective prepetition
liens.

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

          http://bankrupt.com/misc/mab18-10398-5.pdf

                    About H N Hinckley & Sons

H N Hinckley & Sons, Inc., headquartered in Vineyard Haven,
Massachusetts, is a dealer of building material and supplies.  H N
Hinckley & Sons filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 18-10398) on Feb. 6, 2018.  The case is assigned to Judge Joan
N. Feeney.  In the petition signed by Wayne M. Guyther III,
president, the Debtor estimated assets and liabilities at $1
million to $10 million.  Adam J. Ruttenberg, Esq., at Posternak
Blankstein & Lund LLP, serves as the Debtor's counsel.


HARBOR BAR DOCKS: Has No Unsecured Creditors
--------------------------------------------
Harbor Bar Docks Inc. filed with the U.S. Bankruptcy Court for the
Western District of Wisconsin a disclosure statement describing its
Plan.

The Debtor discloses that it owes Hiawatha National Bank an
estimated amount of $298,000. Under the Plan, Hiawatha National
Bank will be paid $1,578 per month plus 4% interest commencing on
April 1, 2018.

There are no general unsecured claims against the Debtor.

The Plan Proponent believes that the Debtor will have enough cash
on hand on the effective date of the Plan to pay all the claims and
expenses that are entitled to be paid on that date.

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

          http://bankrupt.com/misc/wiwb17-10989-31.pdf

Harbor Bar Docks is represented by:

     Joel Larimore, Esq.
     Larimore Law Office
     1561 Commerce Ct., Suite 215
     River Falls, WI 54022
     Phone: 715-629-7108
     Email: joel.larimore@gmail.com

              About Harbor Bar Docks Incorporated

Harbor Bar Docks Incorporated runs a business renting docks to
customers who dock their boats there. Harbor Bar Inc., a bar in
Hager City, Wisconsin. Flood and health issues led to Debtors
falling behind paying their mortgage. The Debtors were facing
foreclosure when it filed for bankruptcy.
Harbor Bar Docks Incorporated and Harbor Bar, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Wis. Case Nos. 17-10989 and 17-10990) on March 26, 2017.  The
petitions were signed by Bradley Smith, president of Harbor Bar
Docks.

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

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Harbor Bar Docks Incorporated
as of May 3, according to a court docket.


HARBOR BAR: Unsecured Creditors to Get 18% of Allowed Claim
-----------------------------------------------------------
Harbor Bar, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Wisconsin a Disclosure Statement in relation to
its plan of reorganization which provides monthly payment of $150
to its general unsecured class commencing on April 1, 2018, or an
estimated payment of 18% of their allowed claim.

The Plan also proposes to pay $2,272 per month plus 4% interest the
secured claim of Hiawatha National Bank in the principal amount of
$289,000 beginning on April 1, 2018

Payments and distributions under the Plan will be funded by the
money received in the course of business.

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

          http://bankrupt.com/misc/wiwb17-10990-33.pdf

Harbor Bar is represented by:

     Joel Larimore, Esq.
     Larimore Law Office
     1561 Commerce Ct., Suite 215
     River Falls, WI 54022
     Phone: 715-629-7108
     Email: joel.larimore@gmail.com

                  About Harbor Bar Docks Incorporated and
                              Harbor Bar Inc.

Harbor Bar Docks Incorporated runs a business renting docks to
customers who dock their boats there. Harbor Bar Inc., a bar in
Hager City, Wisconsin. Flood and health issues led to Debtors
falling behind paying their mortgage. The Debtors were facing
foreclosure when they filed for bankruptcy.

Harbor Bar Docks Incorporated and Harbor Bar, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Wis. Case Nos. 17-10989 and 17-10990) on March 26, 2017.  The
petitions were signed by Bradley Smith, president of Harbor Bar
Docks.

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

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Harbor Bar Docks Incorporated
as of May 3, according to a court docket.


HEARING HEALTH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hearing Health Science, Inc.
        6276 Jackson Rd.
        Ann Arbor, MI 48103

Business Description: Hearing Health Science, Inc., based in Ann
                      Arbor, Michigan, is a neuroscience company
                      dedicated to combatting acquired hearing
                      loss, which is an avoidable health issue now
                      affecting the quality of life and livelihood
                      of 1.2 billion people globally.  HHS
                      developed a unique, multi-patented
                      preventive care therapeutic for hearing
                      preservation known as ACEMg (say "ace mag").
                      ACEMg addresses the root cause of hearing
                      loss by eliminating excess inner ear free
                      radicals and maintaining normal inner ear
                      blood flow.  ACEMg Clinical Care products
                      are available to physicians treating infants
                      and children with genetic, viral and
                      antibiotic-induced hearing loss.  ACEMg is
                      covered by eight patents.  Visit
                      https://www.hearinghealthscience.com for
                      more information.

Chapter 11 Petition Date: February 15, 2018

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Case No.: 18-41927

Judge: Hon. Marci B McIvor

Debtor's Counsel: Ryan D. Heilman, Esq.
                  WERNETTE HEILMAN PLLC
                  24725 W. 12 Mile Rd., Suite 110
                  Southfield, MI 48034
                  Tel: (248) 835-4745
                  E-mail: ryan@wernetteheilman.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Barry Seifer, chief executive officer.

A copy of the Debtor's list of 15 largest unsecured creditors is
available for free at:

      http://bankrupt.com/misc/mieb18-41927_creditors.pdf

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

          http://bankrupt.com/misc/mieb18-41927.pdf


HOMESTEAD AT WHITEFISH: Maschmedts Objection to Ch. 11 Plan Nixed
-----------------------------------------------------------------
In the Chapter 11 case captioned In re THE HOMESTEAD AT WHITEFISH
LLC, Debtor, Case No. 14-60353-11 (Bankr. D. Mont.), following
confirmation of The Homestead at Whitefish LLC's Second Amended
Plan of Reorganization dated Oct. 10, 2014, Don and Emily Maschmedt
filed a lawsuit in Montana's Eleventh Judicial District Court,
Flathead County. Later the initial complaint was amended, and
following the filing of Maschmedts' First Amended Complaint ("FAC")
in the State Action, a Motion for Order Enforcing Injunctions and
Releases Contained in Confirmed Plan of Reorganization was filed
with the Court by the following parties: K2M, LLC; Great Northern
Ventures, LLC; PMJ, LLC; Mark D. Kvamm and Paul Johannsen. The
Maschmedts opposed the Motion. Bankruptcy Judge Benjamin P. Hursh
overruled the Maschmedts' objection.

The FAC was filed with the State Court and added the Debtor as a
defendant, and added causes of action against the Debtor. The FAC
includes the following claims: Declaratory Judgment; Alter Ego and
Piercing the LLC Veil; Injunctive Relief; Breach of Contract;
Breach of the Implied Covenant of Good Faith and Fair Dealing;
Negligent Misrepresentation; Negligence; Actual Fraud; Constructive
Fraud; Unjust Enrichment; Conversion; Unfair Trade Practices; and
Consumer Protection. These claims are asserted against GFY87, Great
Northern, K2M, PMJ, LLC, Kvamme and Johannsen. As a result of the
claims filed by Maschmedts in the State Action, a motion was filed
requesting that the Chapter 11 case be reopened so as to permit the
filing of the Motion. An Order reopening the case was entered, and
the Motion followed. The Motion and Maschmedts' Objection emphasize
specific provisions in the Plan and Confirmation Order, and argue
that those provisions support their respective positions.

In their Motion, Movants specifically request that the Court issue
an order (i) confirming that the Court holds exclusive jurisdiction
over the causes of action asserted by the Maschmedts in the State
Action, (ii) finding that the State Action violates the
injunctions, releases, and terms of the sale contained in the Plan,
(iii) directing the Maschmedts to dismiss the State Action, and
(iv) permanently enjoining the Maschmedts from continuing the State
Action, or seeking other similar relief in any other forum.

The Maschmedts oppose the Motion arguing that this Court does not
have jurisdiction under 28 U.S.C. sections 1334 and 157, or
alternatively, that the "law of the case" doctrine controls the
outcome of the Motion. A hearing on Movants' Motion was held in
Missoula on Oct. 31, 2017.

Applying the close nexus test as articulated in Wilshire, the Court
concludes that Movants have established the Court has related to
jurisdiction under 28 U.S.C. section 1334 for purposes of
determining whether the Maschmedts' claims in the FAC are barred in
whole or in part, by the injunctions, releases, and terms of the
sale contained in the Plan and Confirmation Order; that the matter
is core under 28 U.S.C. section 157; and, that consistent with
those conclusions, this Court must review and interpret the Plan
and Confirmation Order and determine which, if any, of Maschmedts'
claims are the subject to the releases and injunctions, or
otherwise barred by the Plan and Confirmation Order.

Thus, the Court orders that the Maschmedts' jurisdictional
objection to the Movants' Motion is overruled.

Further, the Court orders that the parties must meet and confer
prior to Feb. 7, 2018. A telephonic status conference will be held
on Wednesday, Feb. 7, 2018 at 11:00 a.m., and at that time the
parties will advise the Court whether they desire a ruling on the
merits based on the briefing to date, would like additional
briefing, and/or a hearing for purposes of submitting additional
evidence or argument.

A copy of the Court's Memorandum of Decision dated Jan. 31, 2018 is
available at https://is.gd/g4xyBT from Leagle.com.

THE HOMESTEAD AT WHITEFISH LLC, Debtor, represented by JEFFREY K.
GARFINKLE -- jgarfinkle@buchalter.com -- BUCHALTER NEMER, TOBIAS
KELLER, KELLER 7 BENVENUTTI LLP, JANE KIM, KELLER & BENVENUTTI LLP
& JAMES A. PATTEN.

OFFICE OF THE U.S. TRUSTEE, U.S. Trustee, represented by NEAL G.
JENSEN, UNITED STATES TRUSTEE'S OFFICE & DANIEL MCKAY.

Based in Flathead, MT, he Homestead at Whitefish LLC aka The
Homestead aka Homestead at Whitefish fka Chinook Lake LLC filed for
chapter 11 bankruptcy protection (Bankr. D. Mont. Case No.
14-60353) on March 31, 2013, with estimated assets at $1 million to
$10 million and estimated liabilities at $1 million to $10 million.
The petition was signed by Paul M. Johansen, authorized individual.


HYDROSCIENCE TECHNOLOGIES: Court Confirms Joint Chapter 11 Plan
---------------------------------------------------------------
Judge Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas entered an order confirming the joint
chapter 11 plan filed by Hydroscience Technologies, Inc., and Solid
Seismic, LLC.

The Debtors have the burden of proving the elements of section 1129
of the Bankruptcy Code by a preponderance of the evidence. The
Court finds that the Debtors have met each element of such burden.
The testimony of the Debtors' witnesses in support of the Plan was
credible and believable on the subjects and issues for which such
testimony was offered.

The Debtors have proposed the Plan in good faith and not by any
means forbidden by law, thereby satisfying section 1129(a)(3). In
determining that the Plan has been proposed in good faith, the
Court has examined and considered the totality of the circumstances
surrounding the formulation of the Plan, including both the record
at the Confirmation Hearing and the record of this Bankruptcy Case.
As a consequence, the Court has concluded that the Debtors have
proposed the Plan for legitimate and honest purposes.

The Plan is a liquidation plan which provides adequate and
appropriate means for its implementation of the liquidation through
the terms of the Liquidating Trust. Accordingly, to the extent
applicable to a liquidating plan, the Court finds that the Plan
satisfies the requirements of section 1129(a)(11).

In addition, the Plan does not discriminate unfairly, and is fair
and equitable, as to each Class which has not voted to accept the
Plan.

The bankruptcy cases are in re: HYDROSCIENCE TECHNOLOGIES, INC.,
SOLID SEISMIC, LLC, Chapter 11 Cases, Debtors, Case Nos.
17-41442-rfn11, 17-41444-rfn11, Jointly Administered Under Case No.
17-41442-rfn11 (Bankr. N.D. Tex.).

A full-text copy of Judge Nelms' Findings of Facts dated Jan. 31,
2018 is available at https://is.gd/jH1mR3 from Leagle.com.

Hydroscience Technologies, Inc., Debtor, represented by Jeff P.
Prostok, Forshey & Prostok, LLP & Suzanne K. Rosen, Forshey &
Prostok, LLP.

             About Hydroscience Technologies

Established in 1996, Hydroscience Technologies, Inc. --
http://www.seamux.com-- designs, manufactures, and delivers
customized systems for various seismic applications for the
commercial, government, and education agencies.

In 2011, Solid Seismic, LLC, was formed to expedite and focus on
product development, including solid cable and sensor technology.
HTI owns all of the intellectual property of Solid Seismic with its
70% equity interest in the company.

HTI and Solid Seismic sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-41442 and 17-41444)
on April 3, 2017.  The petitions were signed by Fred Woodland,
manager of Solid Seismic.

At the time of the filing, HTI estimated its assets at $10 million
to $50 million and debt at $1 million to $10 million.  Solid
Seismic estimated its assets at $1 million to $10 million and debt
at $10 million to $50 million.

The cases are jointly administered before Judge Russell F. Nelms.

The Debtors are represented by Jeff P. Prostok, Esq., and Suzanne
K. Rosen, Esq., at Forshey & Prostok LLP, in Fort Worth, Texas.

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

On Dec. 20, 2017, the Debtors' filed their Joint Chapter 11 Plan.


IHEARTCOMMUNICATIONS INC: Discussions With Creditors Still Ongoing
------------------------------------------------------------------
iHeartCommunications, Inc. commenced on March 15, 2017, exchange
offers to exchange certain series of its outstanding series of debt
securities for new securities of the Company, iHeartMedia, Inc.,
and CC Outdoor Holdings, Inc., and concurrent consent solicitations
with respect to the Existing Notes.  In addition, on March 15,
2017, the Company also commenced offers to amend its outstanding
Term Loan D and Term Loan E borrowings under its senior secured
credit facility.

The Company has engaged in discussions with certain lenders under
its Term Loan D and Term Loan E facilities and certain noteholders
and counsel to certain of those Lenders in connection with the Term
Loan Offers and the Exchange Offers.  In connection with these
discussions, the Company and certain Lenders entered into
non-disclosure agreements.  The discussions subject to the NDAs
resulted in the exchange of term sheets between the Lenders and the
Company over the course of such discussions.  On Jan. 10, 2018, the
Company provided certain lenders with a proposal, a copy of which
is available for free at https://is.gd/WOW8wW.  On Jan. 19, 2018,
certain Lenders provided the Company with a proposal, a copy of
which is available for free at https://is.gd/pOcLIt.  On Jan. 28,
2018, the Company provided the Lenders with a proposal, a copy of
which is available for free at https://is.gd/MFD9yj.  On Feb. 8,
2018, the Company provided the Lenders with a proposal, a copy of
which is available for free at https://is.gd/9VxEHn.  On Feb. 8,
2018, the Cooperation Group Lenders provided the Company with a
proposal, a copy of which is available for free at
https://is.gd/1E0Jix.  In connection with the proposals, the
Company provided the Lenders with a summary of its conditions for a
proposal, which is available for free at: https://is.gd/tECfCc.  As
of Feb. 9, 2018, the Company had not provided those Lenders with,
nor had it provided such Lenders access to, confidential
information.

"No agreement has been reached with respect to the above
discussions and discussions remain ongoing.  Any such agreement may
involve the consent of additional junior debt holders who are not
party to the negotiations and/or who have informed us that they are
seeking additional consideration.  Therefore, the Company will
continue to work with all of its constituents to develop a
consensual transaction to allocate consideration among its various
stakeholders.  There can be no assurances that a consensual
transaction or any agreement will be reached," said the Company in
a Form 8-K filed with the Securities and Exchange Commission.

                    About iHeartMedia, Inc. and
                     iHeartCommunications, Inc.

iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company.  Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company's outdoor business reaches over 34 countries across
five continents.

iHeartCommunications reported a net loss attributable to the
Company of $296.31 million in 2016, a net loss attributable to the
Company of $754.6 million in 2015, and a net loss attributable to
the Company of $793.8 million in 2014.  

As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities and a total
stockholders' deficit of $11.67 billion.

                           *    *    *

As reported by the TCR on Feb. 12, 2018, Fitch Ratings has affirmed
iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR)
at 'C'.  iHeart's 'C' IDR reflects the likelihood for a near-term
default and potential restructuring event, which increased
following the company's strategic decision to not pay the $106
million cash interest payment on a more junior piece of debt that
was due on Feb. 1, 2018.

Also in February 2018, S&P Global Ratings lowered its corporate
credit ratings on Texas-based iHeartMedia Inc. and its iHeart
subsidiary to 'SD' (selective default) from 'CC'.  The downgrade
follows iHeart's recent announcement that it did not make a $106
million net cash interest payment on its 12%/14% senior notes due
2021.  The payment was due on Feb. 1.  

HeartCommunications' carries a 'Caa2' Corporate Family Rating from
Moody's Investors Service.


IMAGE GRAPHICS: Exclusive Filing Period Extended Through May 20
---------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida has extended, at the behest of Image Graphics
2000 Inc., the Exclusive Filing Period pursuant to section 1121(e)
of the Bankruptcy Code is extended for 90 days through and
including May 20, 2018.

                  About Image Graphics 2000

Image Graphics 2000, Inc. -- http://igxboatwraps.com/-- provides
graphic design services in Pompano Beach, Florida, and surrounding
areas.  Its services include boat wraps, commercial displays,
vehicle wrapping, banners, bulk products, deck graphics and
tournament sponsor wrapping.  The company is a small business
debtor as defined in 11 U.S.C. Section 101(51D).

Image Graphics 2000 sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-20585) on Aug. 22,
2017.  In the petition signed by Wade Davis, vice-president, the
Debtor estimated assets of less than $1 million and liabilities of
$1 million to $10 million.

Judge John K. Olson presides over the case.  

First Legal PA is the Debtor's bankruptcy counsel.  Unico Financial
Services Inc. is the Debtor's accountant.

An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.


IMH FINANCIAL: Inks Subscription Agreement with JPM Funding
-----------------------------------------------------------
IMH Financial Corporation has entered into a Series B-3 Cumulative
Convertible Preferred Stock Subscription Agreement with JPMorgan
Chase Funding Inc.  Pursuant to the Subscription Agreement, JPM
Funding agreed to purchase 2,352,941 shares of Series B-3
Cumulative Convertible Preferred Stock, $0.01 par value per share,
of the Company and the Series B-2 Cumulative Convertible Preferred
Stock, $0.01 par value per share, of the Company, at a purchase
price of $3.40 per share, for a total purchase price of $7,999,999.
The Subscription Agreement contains various representations,
warranties and other obligations and terms that are commonly
contained in a subscription agreement of this nature. The Company
intends to use the proceeds from the sale of these shares for
general corporate purposes.

   Rights and Preferences of the Series B-3 Preferred Stock

Dividends.  Dividends on the Series B-3 Preferred Stock are
cumulative and accrue from the issue date and compound quarterly at
the rate of 5.65% of the issue price per year, payable quarterly in
arrears.  The dividend rate is subject to increase in the event the
Company is not in compliance with certain of its obligations to the
holders of the Series B-3 Preferred Stock, as well as for other
occurrences including, but not limited to, bankruptcy, default
under indebtedness, judgments in excess of a certain amount,
delinquent Securities and Exchange Commission filings, and the
commencement of certain legal proceedings. Subject to certain
dividend rights of holders of Class B Common Stock, par value $0.01
per share, of the Company, no dividend may be paid on any capital
stock of the Company during any fiscal year unless all accrued
dividends on the Series B Preferred Stock, including the Series B-3
Preferred Stock, have been paid in full, except for dividends on
shares of Voting Common Stock, par value $0.01 per share, of the
Company payable in shares of Voting Common Stock; provided,
however, that if the Company is in compliance with certain of its
obligations to the holders of the Series B Preferred Stock, and (A)
is not in default on any of its indebtedness and (B) has had EDITDA
of greater than $12 million in the aggregate over the four most
recently completed fiscal calendar quarters, the Company is
permitted to pay quarterly dividends on the Voting Common Stock of
up to $375,000 in the aggregate.  In the event that any dividends
are declared with respect to the Voting Common Stock or any Junior
Stock, the holders of the Series B Preferred Stock are entitled to
receive Additional Dividends as set forth in the Certificate of
Designation.

Liquidation Preference.  Upon a Liquidation Event or a Deemed
Liquidation Event of the Company, before any payment or
distribution will be made to or set apart for the holders of any
Junior Stock, the holders of shares of Series B-3 Preferred Stock
will be entitled to receive a liquidation preference of 145% of the
sum of the original price per share of Series B-3 Preferred Stock
plus all accrued and unpaid dividends; provided, that, if a share
of Series B-3 Preferred Stock would be entitled to an amount
greater than its liquidation preference if it had been converted
into a share of Common Stock immediately prior to the Liquidation
Event or Deemed Liquidation Event, the share of Series B-3
Preferred Stock will be entitled to the amount it would have
received on an as-converted basis.

Optional Conversion.  Each share of Series B-3 Preferred Stock is
convertible at any time by any holder thereof into a number of
shares of Common Stock initially equal to the sum of the original
price per share of Series B-3 Preferred Stock plus all accrued and
unpaid dividends, divided by the conversion price then in effect.
The initial conversion price is equal to the original price per
share of Series B-3 Preferred Stock, subject to adjustment in the
event of certain dilutive issuances, stock splits, combinations,
mergers or reorganizations.

Automatic Conversion.  All issued and outstanding shares of Series
B-3 Preferred Stock will automatically convert into shares of
Common Stock at the conversion price then in effect upon the
closing of a sale of shares of Common Stock at a price equal to or
greater than 2.25 times the original price per share of the Series
B-1 Preferred Stock and the Series B-2 Preferred Stock, subject to
adjustment, in a firm commitment underwritten public offering and
the listing of the Common Stock on a national securities exchange
resulting in at least $75,000,000 of gross proceeds to the
Company.

Optional Redemption.  The Company may, at any time that a holder of
Series B-3 Preferred Stock holds less than fifteen percent of the
number of shares of Series B-3 Preferred Stock issued to such
holder on the original issuance date, elect to redeem, out of
legally available funds, the shares of Series B-3 Preferred Stock
held by such holder at a price equal to the greater of (i) 145% of
the sum of the original price per share of the Series B-3 Preferred
Stock plus all accrued and unpaid dividends or (ii) the sum of the
tangible book value of the Company per share of Voting Common Stock
plus all accrued and unpaid dividends, calculated pursuant to the
terms of the Certificate of Designation as of the date of
redemption.

Redemption upon Demand.  At any time after Feb. 9, 2023, each
holder of Series B-3 Preferred Stock may require the Company to
redeem, out of legally available funds, the shares of Series B-3
Preferred Stock held by such holder at the Required Redemption
Price.

Redemption upon Specified Default Events.  In the event of certain
default events, breaches (including of operating covenants), a
bankruptcy or the occurrence of certain other adverse events,
including default on debt or non-appealable judgments against the
Company in excess of certain amounts, failure to comply timely with
the Company's reporting obligations under the Exchange Act, or
proceedings or investigations against the Company relating to any
alleged noncompliance with certain laws or regulations, the Series
B-3 Preferred Stock is also redeemable, upon the approval of the
holders of at least 88% of the shares of Series B Preferred Stock
then outstanding, out of legally available funds, at the
Noncompliance Redemption Price.

Voting Rights.  Holders of Series B-3 Preferred Stock are entitled
to vote on an as-converted basis on all matters on which holders of
Voting Common Stock are entitled to vote.  At each election of
directors, (A) upon JPM Funding transferring shares of the JPM
Series B-3 Shares acquired by it on Feb. 9, 2018 to a transferee
(other than any Affiliates of JPM Funding or any Affiliate of
JPMorgan Chase & Co. and other than in a Pre-Authorized Transfer)
approved as required under the Certificate of Designation, and for
so long as the Series B-3 Holder owns greater than fifty percent
(50%) of the number of shares of the JPM Series B-3 Shares issued
on February 9, 2018, or (B) for so long as JPM Funding owns at
least fifty percent (50%) of the number of shares of Series B-3
Preferred Stock acquired by it on February 9, 2018 and less than
fifty percent (50%) of the number of shares of Series B-2 Preferred
Stock acquired by it on April 11, 2017 (in the case of each of
clauses (A) and (B) above, subject to appropriate adjustment in the
event of any stock dividend, stock split, combination or other
similar reorganization event affecting such shares), the holders of
the Series B-3 Preferred Stock, voting as a single class, will be
entitled to elect one director.  For the avoidance of doubt, JPM
Funding shall not have the right to designate, vote or fill a
vacancy in respect of both the Series B-2 Director and the Series
B-3 Director.  The Series B-3 Director, in order to be qualified as
such, shall have been designated as a nominee for the position of
Series B-3 Director in a writing furnished by the Series B-3 Holder
or JPM Funding, as applicable, to the Company. Any vacancy in
respect of the Series B-3 Director shall be filled solely by the
Series B-3 Holder or JPM Funding, as applicable.

At each election of directors, for so long as (A) Juniper owns at
least 50% of the number of shares of Series B-1 Preferred Stock
issued to it on the Series B Original Issue Date, (B) JPM Funding
owns at least 50% of the number of shares of Series B-2 Preferred
Stock acquired by it on April 11, 2017, or (C) JPM Funding owns at
least 50% of the number of shares of Series B-3 Preferred Stock
acquired by it on Feb. 9, 2018 and less than 50% of the number of
shares of Series B-2 Preferred Stock acquired by it on April 11,
2017 (in the case of each of clauses (A), (B) and (C) above,
subject to appropriate adjustment in the event of any stock
dividend, stock split, combination or other similar reorganization
event affecting such shares), the holders of the Series B-1
Preferred Stock and either in the case of clause (B), the holders
of the Series B-2 Preferred Stock or, in the case of clause (C),
the holders of the Series B-3 Preferred Stock, shall be entitled to
elect, by majority vote of the holders of each such series of
Series B Preferred Stock, one director who they believe in good
faith would qualify as an "independent director" under the
applicable rules of the NASDAQ Stock Market.  The Series B
Independent Director, in order to be qualified as such, shall have
been designated as a nominee for the position of Series B
Independent Director in a writing furnished to the Company by both
Juniper and JPM Funding; provided, however, that (x) at any time
Juniper ceases to own at least 50% of the number of shares of
Series B-1 Preferred Stock issued to it on the Series B Original
Issue Date and JPM Funding continues to own at least 50% of the
number of shares of Series B-2 Preferred Stock or of Series B-3
Preferred Stock, in each case acquired by it on April 11, 2017 or
Feb. 9, 2018, respectively, (in each case subject to appropriate
adjustment in the event of any stock dividend, stock split,
combination or other similar reorganization event affecting such
shares), then the Series B Independent Director, in order to be
qualified as such, shall have been designated as a nominee for the
position of Series B Independent Director in a writing furnished to
the Company by JPM Funding, and (y) at any time JPM Funding ceases
to own at least fifty percent (50%) of the number of shares of
Series B-2 Preferred Stock and fifty percent (50%) of the number of
shares of Series B-3 Preferred Stock, in each case acquired by it
on the date of its original issuance and Juniper continues to own
at least fifty percent (50%) of the number of shares of Series B-1
Preferred Stock issued to it on the Series B Original Issue Date
(in each case subject to appropriate adjustment in the event of any
stock dividend, stock split, combination or other similar
reorganization event affecting such shares), then the Series B
Independent Director, in order to be qualified as such, shall have
been designated as a nominee for the position of Series B
Independent Director in a writing furnished to the Company by
Juniper.

Investment Committee.  Provided that JPM Funding owns at least 50%
of the number of shares of Series B-3 Preferred Stock acquired by
it on Feb. 9, 2018, and less than 50% of the number of shares of
Series B-2 Preferred Stock acquired by it on the April 11, 2017
(subject to appropriate adjustment in the event of any stock
dividend, stock split, combination or other similar reorganization
event affecting such shares), the Investment Committee of the
Company's Board of Directors will be comprised of three directors
of the Board, one of whom shall be the Series B-1 Director, one of
whom shall be the Series B-3 Director (provided such Series B-3
Director was designated as such in accordance with the Certificate
of Designation) and the other of whom will be the director who
meets the qualification of serving as the chief executive officer
of the Company.

Transfer Restrictions.  Holders may not transfer or pledge their
shares of Series B-3 Preferred Stock without the consent of the
Board, subject to applicable laws and the Company's Certificate of
Incorporation.

Preemptive Rights.  Any holder of Series B-3 Preferred Stock that
owns 10% or more of the outstanding shares of Series B-3 Preferred
Stock is also entitled to participate, on a pro rata basis in
proportion to their as-converted Common Stock ownership, in any
future equity issuances undertaken by the Company for the primary
purpose of raising additional capital, subject to certain
exceptions.

Required Liquidation.  Under the Certificate of Designation, if at
any time the Company is not in compliance with certain of its
obligations to the holders of the Series B Preferred Stock and
fails to pay (i) full dividends on the Series B Preferred Stock for
two consecutive fiscal quarters or (ii) the Redemption Price within
180 days following the later of (x) demand therefore resulting from
such non-compliance and (y) July 24, 2019, unless the Required
Holders elect otherwise, the Company is required to use its best
efforts to commence a liquidation of the Company.

Restrictive Covenants.  The Certificate of Designation also
contains certain restrictive covenants, which require the consent
of the Required Holders as a condition to the Company taking
certain actions, including without limitation the following:

   * make, incur or permit to exist any operating expense or
     capital expenditure in excess of 105% of the amount budgeted
     therefor in the applicable approved annual budget with
     respect to any particular budget line item, or 103% of the
     aggregate amount of such budgeted expenses or capital
     expenditures, and use reasonable best efforts to avoid
     making, incurring or permitting to exist any operating
     expense or capital expenditure in excess of $250,000 not set
     forth in the Company's approved annual budget;

   * enter into any agreement or arrangement that will likely
     involve payments by the Company or any of the Company's
     subsidiaries in excess of $250,000 over the term thereof
     other than agreements or arrangements authorized in the
     Company's approved annual budget;

   * amend or modify the Consulting Services Agreement, dated as
     of July 24, 2014, by and between the Company and JCP Realty
     Advisors, LLC, as amended;

   * sell, encumber or otherwise transfer certain assets,
     including individual loans and real estate owned assets and
     interests in any of the Company's wholly owned subsidiaries,
     unless approved in the Company's annual budget subject to
     certain other exceptions;

   * enter into, or be a party to, any affiliate transaction;

   * unless approved by the Investment Committee, make any
     advances or loans to, guarantee for the benefit of, or make
     any investment in, any other person, other than the
Company’s
     wholly-owned subsidiaries;

   * dissolve, liquidate or consolidate the Company's business;

   * enter into any agreement or plan of merger or consolidation,
     or engage in any merger or consolidation, unless, upon
     consummation, the Series B Preferred Stock (x) remains
     outstanding and unchanged, or (y) shall be converted into
     equity interests of the surviving entity that have the same
     relative designations, rights, powers, preferences and
     privileges provided for in the Certificate of Designation;

   * engage in any business activity not related to the ownership
     and operation of mortgage loans or real property or strictly
     incidental thereto;

   * enter into any new line of business other than the ownership
     and operation of real property, mortgage loans and activities

     strictly incidental thereto;

   * commence or permit any subsidiary to commence any bankruptcy
     or similar proceeding;

   * make any capital contribution to or purchase, redeem, acquire

     or retire any securities in any other person, or cause or
     permit any reduction or retirement of the capital stock,
     partnership interests, membership interests of the Company
     and its subsidiaries;

   * hire or terminate certain key personnel or consultants,
     subject to certain exceptions;

   * incur additional indebtedness, subject to certain exceptions;

   * permit the issuance by any subsidiary of any equity
     securities, subject to certain exceptions;

   * create or authorize the creation of, or issue, or authorize
     the issuance of senior preferred stock or parity stock, or
     any indebtedness or any security convertible into,
     exchangeable for or having option rights to purchase shares
     of senior preferred stock or parity stock;

   * reclassify any class or series of Voting Common Stock into
     shares with a preference or priority as to dividends or
     assets superior to or on a parity with the Series B Preferred

     Stock;

   * engage any auditor that is not a nationally recognized
     accounting firm; or

   * amend, alter, waive or repeal any provision of the
     Certificate of Incorporation or bylaws in a manner that may
     adversely affect the holders of the Series B Preferred Stock.

                     Investment Agreement

On Feb. 9, 2018, concurrent with the execution of the Subscription
Agreement, the Company, Juniper, and JPM Funding entered into an
Amended and Restated Investment Agreement pursuant to which the
Company made certain representations and agreed to abide by certain
covenants, including, but not limited to, (i) a covenant that the
Company take all commercially reasonable actions as are reasonably
necessary for the Company to be eligible to rely on the exemption
provided by Section 3(c)(5)(C) of the Investment Company Act of
1940, as amended, commonly referred to as the "Real Estate
Exemption" and to use its best efforts to remain eligible to rely
on that exemption at all times thereafter; and (ii) a covenant that
the Company, within five days of filing a quarterly or annual
report with the SEC, deliver to Juniper and JPM Funding a written
statement setting forth in reasonable detail the information and
calculations reasonably necessary for Juniper and JPM Funding to
determine whether the Company is then in compliance with the Real
Estate Exemption or in the event the Company is not then in
compliance, cause to be delivered to Juniper and JPM Funding a
written opinion of the Company's outside legal counsel that the
Company is not an investment company as defined in Section 3(a)(1)
of the Investment Company Act without relying on an exclusion from
the definition of "investment company" in Section 3(b) or Section
3(c) of the Investment Company Act or an exclusion in any rule
promulgated under the Investment Company Act.  The Investment
Agreement further provides that the Company may not take any
action, the result of which would reasonably be expected to cause
the Company to become ineligible for the Real Estate Exemption
without the prior written consent of Juniper and JPM Funding.  The
Company further agreed to refrain from taking certain actions
prohibited by Section 13 of the Bank Holding Company Act of 1956,
as amended, and the rules and regulations adopted thereunder, until
such time as JPM Funding determines, in its sole discretion, that
JPM Funding could not be deemed to be an affiliate of the Company
for purposes of the BHCA.  In the event JPM Funding determines, in
its sole discretion, that the Company violates any of the above
covenants, and that violation is not cured within the period of
time specified in the Investment Agreement, Juniper and JPM Funding
have the right to demand that the Company purchase all of their
Series B Preferred Shares at the Required Redemption Price as set
forth in the Certificate of Designation.

                   Investors' Rights Agreement

On Feb. 9, 2018, concurrent with the execution of the Subscription
Agreement, the Company, Juniper, and JPM Funding entered into an
Amended and Restated Investors' Rights Agreement.  Pursuant to the
Rights Agreement, Juniper and JPM Funding have certain demand and
other registration rights to cause the shares of Company common
stock issuable upon conversion of the shares of Series B Preferred
Stock to be registered under the Securities Act of 1933, as
amended.  These registration rights may not be exercised unless and
until any of the Company's equity securities are listed on a
national securities exchange.

Pursuant to the Rights Agreement a person holding at least 12.2% of
the Series B Stock, or if none, the holders of 50% of the
registrable securities, have the right to demand the Company
register that person's registrable securities on a Form S-11 or
other similar long-form registration statement, provided that such
demand rights are subject to certain limitations and conditions,
including that the holder must expect that the registration of the
shares will result in aggregate gross cash proceeds in excess of
$10,000,000.  Additionally, if all of the issued and outstanding
shares of Series B Stock are converted into Common Stock or a Major
Investor has notified the Company of their intent to convert their
Series B Shares into Common Stock, the Company will be obligated to
file a registration statement with the SEC in accordance with Rule
415 promulgated under the 1933 Act.  In addition to the foregoing
registration rights, the Major Investors have certain rights to
cause their registerable shares to be a part of an underwritten
offering, either through their demand rights or the shelf
registration rights outlined above.  The Rights Agreement imposes
various conditions on the Major Investors' rights thereunder,
including, but not limited to, that the Company shall not be
obligated to effect more than three demand registrations, file a
registration statement within 120 days after the effective date of
a previous registration statement filed pursuant to the Rights
Agreement, or effect an underwritten offering on behalf of the
Major Investors within certain time frames.

The Rights Agreement also grants the stockholders that are a party
thereto, piggyback rights whereby if the Company intends to
register any of its securities (subject to certain exceptions, such
as the filing of a Form S-8), the stockholders have the right to
have all or a portion of their shares registered under that
registration statement.  The Rights Agreement sets forth various
other obligations and rights on the respective parties, including
providing the Major Investors certain information rights, and
certain rights and obligations with respect to the preparation of
registration statements, the Company's obligation to keep any such
registration statements effective for a certain period of time, and
potential limitations on the number of shares of a Major Investor's
stock that may be included in any such registration statement.

In connection with the transactions and agreements, the Company
effected the following sales of equity securities that were not
registered pursuant to the 1933 Act:
   
   * On Feb. 9, 2018, the Company issued 2,352,941 shares of
     Series B-3 Cumulative Convertible Preferred Stock, $0.01 par
     value per share, pursuant to the terms of the Subscription
     Agreement.  The issuance of the JPM Series B-3 Shares was
     effected pursuant to Section 4(a)(2) of the 1933 Act and Rule

     506(b) promulgated thereunder as the Company (i) relied on
     JPM Funding's representations that it is an "accredited
     investor" as that term is defined in Rule 501 promulgated
     under the 1933 Act; (ii) did not engage in any public
     advertising or general solicitation in connection with the
     offer and sale of such shares; (iii) reasonably believed that

     JPM Funding had access to all information about the Company
     it deemed necessary and understood the risks of acquiring the

     shares of JPM Series B-3 Shares for investment purposes; and
    (iv) believed that JPM Funding acquired such shares for its
     own account.  No commissions or other remuneration was paid
     in connection with this issuance.

   * On Feb. 9, 2018, the Company issued to JPM Funding a warrant
     to acquire up to 600,000 shares of the Company's common stock
     in accordance with the terms of the Subscription Agreement.
     The JPM Warrant is exercisable at any time on or after
     Feb. 9, 2021 for a two year period, and has an exercise price
     of $2.25 per share.  The JPM Warrant provides for certain
     adjustments that may be made to the exercise price and the
     number of shares issuable upon exercise due to customary
     anti-dilution provisions based on future corporate events.
     The JPM Warrant is exercisable in cash, and subject to
     certain conditions may also be exercised on a cashless basis.
     Issuance of the JPM Warrant was effected pursuant to Section
     4(a)(2) of the 1933 Act and Rule 506(b) promulgated
     thereunder as the Company (i) relied on JPM Funding's
     representations that it is an "accredited investor" as that
     term is defined in Rule 501 promulgated under the 1933 Act;
     (ii) did not engage in any public advertising or general
     solicitation in connection with the offer and sale of the JPM

     Warrant; (iii) reasonably believed that JPM Funding had
     access to all information about the Company it deemed
     necessary and understood the risks of acquiring the JPM
     Warrant for investment purposes; and (iv) believed that JPM
     Funding acquired the JPM Warrant for its own account.  No
     commissions or other remuneration was issued in connection
     with this issuance.

                  Change in Control of Registrant

In connection with the transactions which took place on Feb. 9,
2018 and the agreements referenced in this Current Report, the
Company issued 2,352,941 shares of Series B-3 Preferred Stock to
JPM Funding.  The terms of the Series B Preferred Stock generally
require that the Company obtain the approval of the holders of at
least 88% of the outstanding shares of Series B Preferred Stock
prior to taking various actions, including prior to making certain
personnel decisions and effecting certain defined expenditures and
transactions.  Additionally, as a result of the issuance of the
Series B-3 Preferred Stock, JPM Funding owns approximately 28.8% of
the Company's issued and outstanding equity securities and as a
result has significant voting power with respect to any matters
submitted to our stockholders for approval.

The Company said the issuances of the Series B-3 Preferred Stock
may constitute a change of control of the Company.
  
               Certificate of Designation Filed  

The Certificate of Incorporation of the Corporation authorizes the
issuance of 100,000,000 shares of Preferred Stock, par value $0.01
per share.  In connection with the issuance of the Series B-3
Preferred Stock, the Company filed with the Secretary of State of
the State of Delaware the Certificate of Designation.  Pursuant to
the Certificate of Designation, the Company is authorized to issue
an aggregate of 2,604,852 shares of Series B-1 Preferred Stock,
5,595,148 shares of Series B-2 Preferred Stock, and 2,352,941
shares of Series B-3 Preferred Stock.  The Certificate of
Designation was effective on Feb. 9, 2018.

      First Amendment to Third Amended and Restated Bylaws

In connection with the issuance of the Series B-3 Preferred Stock,
the Board approved and adopted the First Amendment to Third Amended
and Restated Bylaws of the Company, effective as of Feb. 9, 2018.
In adopting the First Amendment, the Board amended the Third
Amended and Restated Bylaws of the Company primarily to increase
the maximum number of director from seven to nine.

                   About IMH Financial Corp

Scottsdale, Ariz.-based IMH Financial Corporation is a real estate
finance and hospitality investment company based in Scottsdale,
Arizona, with experience in various aspects of commercial real
estate lending and investment.  Since 2003, IMH has invested over
$1.4 billion in real estate projects in Arizona, California,
Nevada, Utah, Idaho, Minnesota, New Mexico, and Texas.  IMH's
primary expertise is in acquiring, financing, or developing
commercial, residential and hospitality real estate, primarily in
the southwestern United States, as well as the management of
several existing commercial operations.

IMH Financial reported a net loss attributable to common
shareholders of $12.25 million on $33.68 million of total revenue
for the year ended Dec. 31, 2016, compared to a net loss
attributable to common shareholders of $18.90 million on $32.49
million of total revenue for the year ended Dec. 31, 2015.

As of Sept. 30, 2017, IMH Financial had $98.45 million in total
assets, $23.85 million in total liabilities, $34.16 million in
redeemable convertible preferred stock, and $40.44 million in total
stockholders' equity.


INTERNATIONAL AUTOMOTIVE: S&P Cuts CCR to 'CCC-', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its long-term corporate credit rating on
International Automotive Components Group S.A. to 'CCC-' from
'CCC+'. The outlook is negative.

S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured notes to 'CCC-' from 'CCC+'. The '4'
recovery rating remains unchanged, indicating our expectation for
average (30%-50%; rounded estimate: 35%) recovery in a payment
default scenario.

The downgrade reflects the increased risk that IAC will default or
enter into a debt restructuring if it is unable to repay its
existing notes over the next few months. Despite multiple attempts
to recapitalize amid the relatively favorable market conditions of
the past 12 months, IAC has been unable to refinance its existing
$300 million senior secured notes due June 1, 2018. In addition,
the company's global credit facilities (with about $100 million
outstanding as of Sept. 30, 2017) will mature on March 3, 2018, if
it is unable to refinance its senior secured notes by that date.

The negative outlook on IAC reflects the company's inability to
reach an agreement with its lenders to refinance its upcoming debt
maturities. A failure to reach an agreement would cause the company
to default or enter into a debt restructuring in the next six
months.

S&P said, "We could lower our rating on IAC to 'CC' if the company
announces that it intends to restructure its debt.

"Alternatively, we could consider raising our rating on the company
if it is able to extend or refinance its bonds and credit
facilities without causing its investors to take a loss."


JEFFREY SISKIND: District Ct. Affirms Order Imposing Sanctions
--------------------------------------------------------------
The appeals case captioned In re: JEFFREY MARC SISKIND, Appellant,
Case No. 9:17-CV-81004-ROSENBERG/HOPKINS (S.D. Fla.) is before the
Court upon Appellant's Initial Brief on its appeal of the four
text-only Orders entered on August 16, 2017 in the U.S. Bankruptcy
Court for the Southern District of Florida, Bankruptcy Case No.
13-13096-PGH and Adversary Case No. 17-01263-PGH. Upon careful
consideration of Appellant's brief, District Judge Robin L.
Rosenberg affirms the Bankruptcy Court's Order.

The action arises from a Chapter 11 bankruptcy proceeding, Case No.
13-13096-PGH currently pending before the Honorable Paul G. Hyman
and a related adversary proceeding, Adversary Case No. 17-01263-PGH
also pending before Judge Hyman. On August 16, 2017, Judge Hyman
entered four text-only orders--one in the Chapter 11 proceeding at
docket entry 575 and three in the Adversary Proceeding at docket
entries 44, 45, and 46--requiring Appellant to pay $250 as a
sanction for Appellant's failure to specify specific addresses in
certain certificates of services filed with the Bankruptcy Court.

Appellant argues that the Bankruptcy Court erred in imposing
sanctions against him for failing to "specify specific addresses
upon which parties were served" when Local Rule 2002-1(F) and Local
Form 36 permit a party to incorporate by reference a "Notice of
Electronic Filing" in the certificate of service. Specifically,
Local Rule 2002-1(F). Appellant failed to comply with the
requirements of the local rule and, by doing so, deprived the
Bankruptcy Court of the opportunity to confirm that all interested
parties had received timely, effective notice of the relief
requested and thus required cancellation of the scheduled hearing.

Appellant argues next that the Bankruptcy Court lacked authority to
impose monetary sanctions against Appellant. Appellant acknowledges
that the Bankruptcy Court has authority under both 11 U.S.C.
section 105(a) and Local Rule 1001-1(D) to impose sanctions. But
contrary to Appellant's contentions, both section 105(a) and Local
Rule 1001-1(D) authorize a broad range of possible sanctions. The
Bankruptcy Court can impose sanctions by invoking its statutory
powers conferred by 11 U.S.C. section 105.

Appellant also argues that the Bankruptcy Court erred in imposing
sanctions without first making a finding of bad faith. In support
of his position, Appellant cites cases regarding a court's inherent
power to impose sanction. The Bankruptcy Court's authority to
impose sanctions under section 105(a) and the Local Rules is,
however, distinct from its authority to sanction pursuant to its
inherent powers. Although the Bankruptcy Court did not specify the
source on which it relied in sanctioning Appellant, it nonetheless
had the authority to impose sanctions under both sections 105(a)
and Rule 1001-1(D) based on a violation of the rules and was not
required to make a finding of bad faith.

Finally, Appellant argues that the Bankruptcy Court erred by
imposing sanctions against Appellant under the particular
circumstances of this case and not against other parties in other
unrelated cases. Appellant cites no legal authority for this
proposition and the Court cannot conclude that the Bankruptcy Court
abused its discretion in imposing sanctions against Appellant
here.

For these reasons, the Bankruptcy Court's Order is affirmed, and
Appellant's appeal is denied.

A full-text copy of Judge Rosenberg's Opinion and Order dated Jan.
31, 2018 is available at https://is.gd/NiXvZH from Leagle.com.

Jeffrey Marc Siskind, Appellant, represented by Jeffrey M. Siskind,
Siskind Legal Services.

Jeffrey Siskind filed for chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 13-13096) on Feb. 11, 2013.


JONES ENERGY: Moody's Affirms Caa2 Corp. Family Rating, Outlook Neg
-------------------------------------------------------------------
Moody's Investors Service affirmed Jones Energy Holdings, LLC's
(Jones) Caa2 Corporate Family Rating (CFR), Caa2-PD Probability of
Default Rating (PDR), B2 secured notes rating, Caa3 senior
unsecured rating, and SGL-3 Speculative Grade Liquidity following
the amendment of the terms of its new $450 million first lien notes
due 2023 prior to the pricing of the notes. The outlook remains
negative.

The proceeds of the new notes will be used to repay the majority of
the borrowings under the revolver, which will then be downsized,
and to fund drilling needs and for general corporate purposes using
the increased cash balance.

The primary change to the structure of the first lien notes
eliminated the ability to unrestrict Merge assets in the eastern
Anadarko basin, which Jones was expected to fund with outside
financing after it unrestricted the subsidiaries holding Merge
assets. The new structure also allows for an additional $100
million first lien incurrence, pari passu with the new notes, if
production exceeds 25,000 boe/day.

"While maintaining Jones Energy's assets in the Merge play within
restricted subsidiaries is a net credit positive for the company's
bondholders, the rating affirmation reflects Jones' large expected
negative free cash flow in 2018-19 and the execution risk
associated with the anticipated rapid development of the Merge
acreage," said Arvinder Saluja, Moody's Vice President.

Affirmations:

Issuer: Jones Energy Holdings, LLC

-- Probability of Default Rating, Affirmed Caa2-PD

-- Speculative Grade Liquidity Rating, Affirmed SGL-3

-- Corporate Family Rating, Affirmed Caa2

-- Senior Secured Notes, Affirmed B2

-- Senior Unsecured Notes, Affirmed Caa3

Outlook remains negative.

RATINGS RATIONALE

Jones' Caa2 CFR reflects its modest scale, single basin
concentration, heavy debt load, and weak credit metrics. The
company plans to focus its drilling efforts mainly in the Merge
assets in the eastern Anadarko basin and away from its western
Anadarko basin assets where production is expected to decline. The
company may need to depend on drilling joint venture arrangements
to moderate its negative free cash flow due to increased capex. If
Jones doesn't arrange outside financing, its cash on hand could
prove inadequate to amply develop them beyond mid-2019. However,
drilling JVs would limit cash flows available to bond holders until
the outside JV investors reach their payout return targets. Ratings
benefit from the company's continued ownership of its Merge assets
despite them being relatively undeveloped as they have value due to
relatively attractive production economics, expected interest
coverage around 1.5x in 2018, and from hedges on a meaningful
proportion of its expected 2018-20 production.

Moody's considers Jones' liquidity to be adequate as evidenced by
its SGL-3 liquidity rating. Liquidity is a function of Jones' over
$200 million expected cash balance post the issuance of the $450
million secured notes due 2023. The company will pay off the
majority of its borrowings outstanding under its $350 million
secured borrowing base revolving credit facility, under which there
was $211 million outstanding at December 31. The revolver will then
be downsized to $50 million upon closing of the notes offering.
Jones is expected to continue carrying a balance of $25 million on
the downsized revolver. If Jones solely funds the development of
the Merge assets internally, its cash balances will be meaningfully
lowered, potentially leading to weaker liquidity beyond mid-2019.
The company is not expected to be subject to financial covenants
until March 31, 2019 as they have been suspended in the interim.
The revolver matures in November 2019 with no other maturities
until 2022.

The first lien notes are rated B2, three-notches above the Caa2 CFR
given the superior position the secured notes occupy in the capital
structure, and reflecting their priority claim to Jones' assets.
Given the weak asset coverage of debt, Moody's regards the B2
rating assigned to the first lien notes to be more appropriate than
the B1 rating suggested by Moody's Loss Given Default Methodology.
The Caa3 rating on Jones' senior unsecured notes reflects their
subordination to the secured borrowings and the size of the senior
secured claims relative to Jones' senior unsecured notes, which
results in the senior unsecured notes being rated one notch below
the CFR.

The rating outlook is negative, reflecting the execution risk
inherent in rapidly transitioning Jones into a majority Merge play
producer from being a western Anadarko basin focused producer, and
Moody's expectation of meaningful negative free cash flow
generation leading to a much smaller cash balance in 2019. Jones'
ratings could be upgraded if retained cash flow (RCF) to debt is
sustained over 10%, EBITDA to interest approaches 2.0x and
liquidity remains adequate. The outlook could be changed to stable
upon successful demonstration of production growth in the Merge
play per the company's guidance and liquidity remains adequate.
Ratings could be downgraded should cash plus revolver availability
fall below $100 million absent a successful transition in
production to the Merge play.

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

Jones Energy Holdings, LLC is an independent oil and gas
exploration and production company with producing operations
focused on the Anadarko basin, headquartered in Austin, Texas.


KC7 RANCH: Wants to Use Hitachi Cash Collateral
-----------------------------------------------
KC7 Ranch, Ltd., is asking the U.S. Bankruptcy Court for the
Northern District of Texas for permission to use cash collateral

The Debtor disclosed that Hitachi Infrastructure Systems (America),
LLC has, inter alia, an executed Pledge Agreement purporting to
secure repayment of certain obligations at or above $20 million,
together with filed UCC-1s purporting to perfect certain security
interests, including a lien and cash collateral interest in the
funds in the mentioned accounts. The Debtor is seeking to respect
these asserted cash collateral rights pending their review of
Hitachi's claims and perfection.

The Debtors and Hitachi have agreed to cash collateral use for the
term of January and February 2018 and for adequate protection to
Hitachi:

    a. Hitachi will consent to the use of cash collateral, and,
accordingly, is to be granted, as adequate protection,
postpetition, replacement liens in its same prepetition collateral
to the full extent of any diminution in value of such collateral
resulting from the use of such cash collateral pursuant to Section
361(2) of the Bankruptcy Code;

    b. The adequate protections liens and post-petition replacement
liens will be deemed to be valid, enforceable, and automatically
perfected as of the Petition Dates, and no further notice, filing,
or other act shall be required to effect such perfection;

    c. If and to the extent that Hitachi's prepetition collateral
and the adequate protection provided in the proposed Interim Order
are insufficient to protect Hitachi's allowed security interests
from diminution resulting from the Debtors' use of cash collateral
or from a diminution in value of the prepetition collateral then
Hitachi will be granted a priority administrative expense claim in
these bankruptcy cases in the amount of, and only to the extent of,
such shortfall in the diminution in value, and such administrative
expense claim shall have priority under Section 507(b) of the
Bankruptcy Code over all administrative expenses incurred in this
Chapter 11 proceeding of the kind specified in Section 503(b).

    d. Such adequate protection and postpetition replacement liens
shall be enforceable to the same extent as Hitachi's prepetition
liens. Hitachi may, in its sole discretion, but shall not be
required as a condition of enforceability, to file supplemental
documents, including UCC-1s, and require the Debtors to execute
such reasonable documents as deemed necessary to Hitachi,
reflecting the provisions and additional rights granted in the
proposed Interim Order.

The Debtor is expected to use cash collateral under a proposed
budget covering January and February 2018.

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

           http://bankrupt.com/misc/KC7Motion.pdf

Further, the Debtor has submitted a corrective supplement in order
to update and correct the proposed budget originally submitted.

A full-text copy of the Corrective Supplement Motion is available
at:

           http://bankrupt.com/misc/KC7Supplement.pdf

A full-text copy of the Corrected Budget is available at:

           http://bankrupt.com/misc/KC7Budget.pdf

                        About KC7 Ranch

Based in Fort Worth, Texas, KC7 Ranch, Ltd., is a privately held
company that owns a real property asset known as the "KC7 Ranch".

KC7 Ranch filed for Chapter 11 bankruptcy protection (Bankr. N.D
Tex. Case No. 17-45166) on Dec. 28, 2017.  In the petition signed
by its president Thomas F. Darden, the Debtor estimated assets
between $50 million and $100 million, and liabilities between $10
million and $50 million.  CARRINGTON, COLEMAN, SLOMAN & BLUMENTHAL,
L.L.P., serves as counsel to the Debtor.


KEMPER CORP: Fitch Affirms BB Rating on $144MM Subordinated Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed the Insurer Financial Strength (IFS)
ratings of Kemper Corporation's operating subsidiaries at 'A-' and
its holding company ratings, including the senior debt rating at
'BBB-', following its announced plan to acquire Infinity Property
Casualty Corporation. (IPCC) The Rating Outlook is Stable.  

KEY RATING DRIVERS

Fitch's rating action follows the announcement of the expected
acquisition of IPCC for a total value of approximately $1.4
billion. The purchase price represents about 2x IPCC's book value
at Sept. 30, 2017. Kemper plans to fund the transaction with a mix
of cash and stock consideration as IPCC shareholders will receive
$51.60 in cash and 1.2019 Kemper common shares for each share of
IPCC common stock. The transaction is expected to close in the
third quarter of 2018, subject to regulatory and shareholder
approvals.

IPCC has produced strong and stable GAAP underwriting results in
recent years that are more favorable than Kemper's reported
results. IPCC reported a nine-month 2017 (9M17) GAAP combined ratio
of 96.9% and a five-year average (2012-2016) of 97.2%, compared to
a 105.9% 9M17 combined ratio for Kemper with a 103.4% five-year
average. If Kemper is able to successfully integrate the strong
underwriting that comes with IPCC's business, Fitch would expect to
have a more positive view of Kemper's future financial performance,
which is the credit factor with the highest influence on Kemper's
ratings.

The transaction provides the opportunity for Kemper to grow in key
areas of the non-standard auto market, such as California, Florida,
Texas and Arizona, in which IPCC has demonstrated underwriting
expertise and maintains a material share of the market. The
announced acquisition also provides an opportunity to build scale
with an organization that combines the 21st and 22nd largest
personal auto writers in the U.S. and collectively brings them to
13th, based on 2016 statutory data. The personal auto market is a
very competitive environment in which scale advantages bring
opportunities for larger companies to compete more effectively.

Kemper's capitalization at the P/C operating company level scored
'Strong' on Fitch's proprietary capital model, Prism, based on
year-end 2016 data. Other measures of capital strength also suggest
Kemper is strongly capitalized.

Fitch is evaluating how the structure of the transaction influences
statutory capital adequacy for the combined organization. Adding
Infinity's premium exposures to Kemper will likely reduce
underwriting loss ratio volatility and catastrophe risk relative to
capital. However, Fitch believes combined statutory surplus will
likely be lower, as short-term funding for the transaction is
expected to be repaid in 2018 from operating subsidiary dividends,
promoting higher statutory operating leverage and lower RBC ratios.
Fitch anticipates these ratios will remain within current rating
guidelines going forward.

Kemper's financial leverage at Sept. 30, 2017 was approximately
24%. Following the transaction, the combined company's financial
leverage is expected to temporarily increase to the high 20's but
remain within rating sensitivities for the current rating
category.

RATING SENSITIVITIES

Fitch expects to affirm Kemper's ratings and Outlook upon closing
of the transaction.

Factors that could lead to an upgrade of Trinity Universal
Insurance Co. and Kemper's holding company ratings include:

-- Sustained underwriting profit;
-- GAAP fixed-charge coverage at or above 7x
-- Maintaining a Prism score of at least 'Strong'.

Factors that could lead to a downgrade of Trinity Universal
Insurance Co. and Kemper's holding company ratings include:

-- GAAP fixed-charge coverage below 3x;
-- A combined ratio above 106% for a sustained period;
-- Deterioration in capitalization with a P/C Prism capital model

    score below 'Strong';
-- RBC for the P/C entities below 200%;
-- Financial leverage ratio that exceeds 30%.

Factors that could lead to an upgrade for the United Insurance Co.
and its subsidiaries include:

-- Sustained improvement profitability as measured by return on
    statutory total adjusted capital above 15%.

Factors that could lead to a downgrade for the United Insurance Co.
and its subsidiaries include:

-- A decline in RBC below 300% of the company action level;
-- A sustained decline in profitability resulting in a return on
    capital below 5%.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings with a Stable Outlook:

Kemper Corporation
-- Issuer Default Rating at 'BBB';
-- $448 million senior notes 4.35% due 2025 at 'BBB-';
-- $225 million credit facility at 'BBB-';
-- $144 million subordinated notes due 2054 at 'BB'.

Trinity Universal Insurance Co.
United Insurance Co. of America
Union National Life Insurance Co.
Reliable Life Insurance Co.
--IFS rating at 'A-'.


LAMAR MEDIA: Moody's Lowers 2024/2026 Unsec. Notes Ratings to Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to Lamar Media
Corporation's new term loan B and its existing revolver and term
loan A. The senior notes due 2024 and 2026 were downgraded to Ba2
from Ba1 and the subordinated notes due 2022 and 2023 were affirmed
at Ba3. Lamar Advertising Company's corporate family rating (CFR)
was affirmed at Ba2 and the outlook remains stable.

The use of proceeds of the new $400 million term loan B is to
refinance $300 million of the $500 million 5 7/8 % subordinated
notes due 2022, repay $90 million of the outstanding revolver, and
pay transaction related expenses. The existing revolver and term
loan A were not previously rated by Moody's. The increase in the
amount of outstanding senior secured debt and decrease in
subordinated notes in the capital structure led to the downgrade of
the senior notes to Ba2 which is in line with the Ba2 CFR.
Pro-forma for recent modest sized acquisitions, leverage is
expected to be approximately 4x, up slightly from 3.8x as of Q3
2017 (excluding Moody's standard adjustments for lease expenses).

Issuer: Lamar Advertising Company

Corporate Family Rating affirmed at Ba2

Probability of Default affirmed at Ba2-PD

Speculative Grade Liquidity Rating affirmed SGL-2

Outlook remains Stable

Issuer: Lamar Media Corporation

  New $400 million senior secured term loan B due 2025 assigned a
Baa3 (LGD2)

  $450 million senior secured revolving credit facility due 2022
assigned a Baa3 (LGD2)

  $450 million senior secured term loan A due 2022 assigned a Baa3
(LGD2)

  Senior unsecured notes due 2024 and 2026 downgraded to Ba2 (LGD4)
from Ba1 (LGD3)

  Senior subordinated notes due 2022 and 2023 affirmed at Ba3
(LGD5)

Outlook remains Stable

RATINGS RATIONALE

Lamar Advertising Company's Ba2 CFR reflects its market presence as
one of the largest outdoor advertising companies in the US, the
high-margin business model, and strong free cash flow generation
prior to dividend payments. The company operates as a REIT and is
expected to distribute to shareholders the vast majority of its
free cash flow. After several years of directing free cash flow to
debt reduction, the company has been more acquisitive in recent
years and there is the potential for additional debt financed
acquisitions. Significant debt reduction in 2010, 2011 and 2013 as
well as continuing EBITDA growth has led to a reduction in leverage
from 6.4x in 2009 to 4x pro forma for recent acquisitions as of Q3
2017 (excluding Moody's lease adjustments). The ability to transfer
traditional static billboards to digital provides growth
opportunities as well as the potential for higher EBITDA margins.
However, as the company transitions static boards to digital, the
company will be more sensitive to changes in advertising demand
given the shorter term contract period compared to static boards.
This may lead to more volatility in earnings than what was
experienced historically when its assets were more likely to be
subject to longer term contracts. As a pure play outdoor
advertising company, Lamar provides mainly local advertising and
derives revenues from a diversified customer base, with no single
advertiser accounting for more than 1% of the company's billboard
advertising revenue. Lamar has demonstrated discipline historically
in managing operating expenses and capital expenditures, which
resulted in strong free cash flow generation during the economic
downturn in 2008 and 2009. Compared to other traditional media
outlets, the outdoor advertising industry is not likely to suffer
from disintermediation and benefits from restrictions on the supply
of billboards which help support advertising rates and high asset
valuations.

The speculative grade liquidity rating of SGL-2 reflects Moody's
expectation that Lamar will maintain a good liquidity position over
the next year. The pro forma cash balance is expected to be
approximately $29 million and the company will have access to a
$450 million revolver due in May 2022 which was partially drawn to
fund recent acquisitions. Moody's expect the company to spend about
$110 million on capex during 2017, in line with $108 million spent
in 2016, and payout approximately $325 million in dividends in
2017. While the company does have required amortization on the $450
million term loan A and B, there are no required excess free cash
flow payments. Lamar's secured debt covenant ratio is 0.74x as of
Q3 2017 compared to a 3.5x covenant level and Moody's expect the
company to maintain a significant cushion of compliance. The
company also has the ability to issue unlimited incremental term
loan debt as long as the secured debt ratio is not greater than
3.5x.

The rating outlook is stable due to Moody's expectation of organic
revenue and EBITDA growth in the low single digits over the next 12
months. Moody's also anticipate that the company's cash flow will
be directed to dividends, additional acquisitions, or the repayment
of its outstanding revolver balance. While leverage is expected to
decline modestly from current levels, leverage has the potential to
be impacted by debt funded acquisitions given the high valuation
multiples of outdoor assets.

The required distribution of 90% of taxable income from a REIT
qualified subsidiary limits upward rating pressure. However, an
upgrade could occur if leverage was maintained below 2.5x on a
sustained basis (excluding Moody's standard lease adjustments) with
confidence that the board of directors intended to maintain
leverage below this level. Also required would be a balanced
financial policy between debt and equity holders, free cash flow
after distributions of 10% of debt, and a good liquidity position.

A ratings downgrade would occur if leverage was maintained above 4x
(excluding Moody's standard lease adjustment) due to a debt
financed acquisition or material decline in advertising spend.
Failure to maintain an adequate liquidity position or elevated risk
of a covenant violation could also lead to negative rating
pressure. Additional senior secured debt issuance has the potential
to lead to a downgrade of the existing senior and subordinate debt
ratings.

The principal methodology used in these ratings was Media Industry
published in June 2017.

Lamar Advertising Company (Lamar), with its headquarters in Baton
Rouge, Louisiana, is one of the leading owner and operators of
advertising structures in the U.S. and Canada. The company
generated revenues of approximately $1.5 billion in the LTM period
ending Q3 2017.


LENNAR CORP: Fitch Affirms BB+ Issuer Default Rating; Outlook Pos.
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Lennar Corporation,
including the company's Issuer Default Rating (IDR), at 'BB+'. The
Rating Outlook is Positive. Fitch has also upgraded the ratings of
CalAtlantic Group, Inc., (CAA) including the company's IDR, to
'BB+' from 'BB'. CAA's ratings have been removed from Rating Watch
Positive. The Rating Outlook is Positive. Fitch has also assigned
expected ratings of 'BB+/RR4' to Lennar's newly issued senior
unsecured notes that were exchanged for CAA's existing senior
notes. These notes will rank pari passu with Lennar's existing
unsecured debt.

On Oct. 31, 2017, Fitch affirmed the ratings of Lennar and placed
CAA's ratings on Rating Watch Positive following the announcement
that the respective boards of directors of Lennar and CAA have
unanimously approved a definitive merger agreement between the two
companies. On Feb. 12, 2018, the shareholders of both companies
approved the merger agreement. Upon closing of the merger, CAA will
be merged into a wholly-owned subsidiary of Lennar. Following the
transaction, current Lennar shareholders will own 74% of the
combined entity and existing CAA shareholders will own the
remaining 26%.

In January 2018, Lennar announced the commencement of exchange
offers and consent solicitations for all of CAA's $3 billion senior
unsecured notes. Lennar commenced exchange offers to exchange
outstanding CAA notes for newly issued Lennar notes and also to
adopt proposed amendments to eliminate certain covenants and
restrictive provisions under the existing CAA notes. Total
consideration for the exchange is $1,000 of newly issued Lennar
notes (including $30 principal amount early tender payment) and
$1.00 in cash for each $1,000 CAA notes. The tender offer expires
on Feb. 16, 2018. As of Feb. 1, 2018 (expiration of early tender
offer), about 95% of the existing CAA notes have been tendered. The
remaining notes that have not been tendered (about $152.1 million,
including $89.4 million maturing in May 2018) will remain
outstanding but will not have certain covenants and guarantees from
Lennar and its subsidiaries and will effectively be structurally
subordinated to the existing and newly issued Lennar notes.

KEY RATING DRIVERS

Combination with CAA: On Feb. 12, 2018, Lennar completed the
previously announced merger agreement with CAA. The transaction is
valued at approximately $9.7 billion, including about $3.6 billion
of net debt assumed. The transaction is a business combination
involving the exchange of 100% of CAA's common stock at a fixed
exchange ratio of 0.885 shares of Lennar Class A common stock and
0.0177 shares of Lennar Class B common stock for each CAA share
(valued at approximately $4.9 billion). There is an optional cash
election at $48.26 per share for approximately 20% of CAA shares or
$1.16 billion. Matlin Patterson, which has about 24.4% ownership
interest in CAA, has agreed to backstop the cash election.

The Lennar management team will manage the combined company and
Scott Stowell (CAA executive chairman) will join the Lennar board
of directors.

Significant Scale: The proposed combination of Lennar and CAA
creates the largest homebuilder (based on revenues) in the U.S.
with homebuilding revenues of almost $17.8 billion and LTM
wholly-owned deliveries of 43,924. More importantly, the combined
company will have a top 3 position in 27 of the 30 largest
metropolitan statistical areas (MSAs) in the country and a top 10
position in 36 of the 50 largest MSAs.

Geographic and Price Point Diversity:  The combined company will
have operations in approximately 1,300 communities in more than 49
markets across 21 states. The two companies have a compatible
product mix serving the first-time, move-up, active adult and
luxury home buyers.

Synergies: Management anticipates that the combination will
generate annual cost savings of $365 million (up from the initial
estimate of $250 million), with approximately $100 million achieved
in fiscal year (FY) 2018. These synergies are expected to be
achieved through direct cost savings, reduced overhead costs and
the elimination of duplicate public company expenses.

Management Track Record: The proposed transaction combines the No.2
and No.5 largest U.S. builders (based on home deliveries). Lennar's
management team has had success in integrating large acquisitions
in the past as well as in managing large companies. In February
2017, Lennar completed the acquisition of WCI Communities, Inc., a
premier lifestyle community developer and luxury homebuilder for
approximately $643 million and the assumption of $250 million of
debt. In 2006, Lennar had homebuilding revenues of $15.6 billion
and delivered 49,568 homes (including joint ventures [JV]).

Credit Metrics to Weaken Slightly:  Fitch views the transaction as
strategically positive for Lennar, although the combined company's
pro forma credit metrics are slightly weaker compared to those of
Lennar on a stand-alone basis. On a pro forma basis (including
synergies), debt/EBITDA is estimated to be about 3.5x,
debt/capitalization at 45% and EBITDA/interest coverage at around
5.0x. Fitch expects these credit metrics will improve as the
company integrates both companies and uses free cash flow to pay
down debt.

The Positive Outlook incorporates Fitch's expectation that the
combined company's credit metrics will improve following the
transaction as Lennar delevers the balance sheet, including net
debt/capitalization (excluding about $250 million of cash
classified by Fitch as not readily available for working capital
purposes) approaching 40% approximately 12 months after the close
of the transaction.

Land Holdings: The combined company will control approximately
250,000 lots, about 78% of which are owned and the remaining
controlled through options and JVs. On a pro forma LTM basis, the
company controls about 5.6 years of land and has an owned-lot
supply of 4.4 years. While the transaction modestly shortens
Lennar's land supply, it remains above the five-year average of
total lots controlled and the three-year average of owned lot
supply for the issuers in Fitch's coverage.

DERIVATION SUMMARY

Lennar's IDR of 'BB+' is supported by the company's strong track
record over the past 36-plus years, geographic diversity, customer
and product focus, and generally conservative building practices.
Additionally, there has been continuity in Lennar's management
during this housing cycle and Fitch considers this management team
to be the deepest among the public builders within its coverage.

Lennar's credit metrics are in between homebuilders in the 'BBB-'
rating level (such as D.R. Horton, Inc. [BBB-/Positive] and Toll
Brothers, Inc. [BBB-/Stable]) and the 'BB' rating level (including
CalAtlantic Group, Inc. [BB/Stable] and Meritage Homes Corporation
[BB/Stable]). Lennar is the second largest homebuilder in the U.S.
behind D.R. Horton.

The combination of Lennar and CalAtlantic creates the largest
homebuilder (based on revenues) in the U.S. with homebuilding
revenues of almost $17.8 billion and LTM deliveries of 43,924. By
comparison, DR Horton, which is currently the largest homebuilder,
has LTM homebuilding revenues of $14 billion and LTM deliveries of
47,135 homes. More importantly, the combined company will have a
top 3 position in 27 of the 30 largest MSA's in the country.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer

-- Lennar's net debt/capitalization ratio approaches 40% 12
    months after the close of the transaction;

-- The company realizes about $100 million of synergies during
    FY2018;

-- Debt/EBITDA is about 3.5x while EBITDA/interest is roughly 5x
    12 months after the close of the transaction;

-- Total housing starts increase 5% in 2018 (single-family starts

    grow 7.5%), while new and existing home sales advance 8% and
    1.5%, respectively.

RATING SENSITIVITIES

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

-- Lennar successfully integrates CAA (including realizing
    its target synergies) and shows steady improvement in
    credit metrics (such as net debt/capitalization consistently
    approaching or below 40%), while preserving a healthy
    liquidity position (in excess of $1 billion in a combination
    of cash and revolver availability) and continues generating
    consistent positive cash flow from operations (CFFO) as it
    moderates its land and development spending.

-- The Rating Outlook may be revised to Stable if Lennar's credit

    metrics do not improve following the acquisition of CAA,
    including net debt/capitalization consistently between 45%-
    50%.

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

-- There is sustained erosion of profits due to either weak
    housing activity, meaningful and continued loss of market
    share, and/or ongoing land, materials and labor cost pressures

    (resulting in margin contraction and weakened credit metrics,
    including net debt/capitalization sustained above 50%) and
    Lennar maintains an overly aggressive land and development
    spending program that leads to consistent negative CFFO,
    higher debt levels and diminished liquidity. In particular,
    Fitch will be focused on assessing the company's ability to
    repay debt maturities with available liquidity and internally
    generated cash flow.

LIQUIDITY

As of Nov. 30, 2017, Lennar had unrestricted homebuilding cash of
$2.28 billion and no borrowings under its $1.6 billion revolving
credit facility (with an accordion feature of up to $2 billion,
subject to additional commitments) that matures in June 2022 ($160
million of the commitment expires in June 2018 and $50 million
matures in June 2020). The cash balance at year-end 2017 includes
proceeds from the $1.2 billion notes issuance completed in November
2017, which will be used to fund the cash option portion ($1.16
billion) of the CAA acquisition.

On a pro forma basis, the combined company will have meaningful
maturities in the next two years, including $825 million of senior
notes maturing during fiscal 2018 and $1.375 billion during fiscal
2019. Fitch expects the company will access the capital markets to
refinance some of the note maturities.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings for Lennar Corporation:
-- Long-Term IDR at 'BB+';
-- Senior unsecured debt at 'BB+/RR4';
-- Unsecured revolving credit facility at 'BB+/RR4'.

Fitch has assigned the following expected ratings for Lennar
Corporation:
-- 8.375% senior notes due 2018 'BB+/RR4';
-- 6.625% senior notes due 2020 'BB+/RR4';
-- 8.375% senior notes due 2021 'BB+/RR4';
-- 6.25% senior notes due 2021 'BB+/RR4';
-- 5.375% senior notes due 2022 'BB+/RR4';
-- 5.875% senior notes due 2024 'BB+/RR4';
-- 5.25% senior notes due 2026 'BB+/RR4';
-- 5.0% senior notes due 2027 'BB+/RR4'.

The Rating Outlook is Positive.


LEUCADIA NATIONAL: Fitch Raises Preferred Stock Rating to 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded Leucadia National Corporation's
Long-term Issuer Default Rating (IDR) to 'BBB' from 'BBB-'. The
Rating Outlook is Stable.  

Concurrently, Fitch has upgraded the ratings of Leucadia's
wholly-owned subsidiary, Jefferies Group LLC (Jefferies) to 'BBB'
from 'BBB-'.

KEY RATING DRIVERS - IDR, SENIOR DEBT AND HYBRID SECURITIES

The upgrade reflects Leucadia's improved asset performance and
liquidity, which are expected to persist, coupled with maintenance
of relatively conservative operating parameters since the March
2013 merger with Jefferies.

Leucadia's ratings are supported by its strong investment track
record, experienced management team, low balance sheet leverage,
and long-dated debt maturity profile. Ratings are constrained by
the company's sizeable concentration in its three largest
investments, Jefferies (wholly-owned), National Beef Packing
Company, LLC (National Beef, 78.9% owned), and HRG Group, Inc.
(HRG, 23% owned), which collectively accounted for 58.6% of the
company's tangible capital as of Sept. 30, 2017. The rating further
takes into account the limited liquidity of the majority of
Leucadia's investments and the potential for variable operating
performance as measured by upstream dividend coverage of holding
company interest expenses.

Leucadia is a value investor that opportunistically acquires and
sells certain positions, and most investments are currently
performing well. The nature of Leucadia's portfolio and the
strategic focus on generating long-term investment returns versus
earnings growth tends to dampen operating results and create
variable overall operating cash flow. On a GAAP basis, the company
generated consolidated net income of $504.8 million for the
year-to-date period ended Sept. 30, 2017, up from $28.2 million
over the comparable period in 2016 given stronger performance at
the firm's two largest investments.

Jefferies's record 2017 results were driven by strong performance
in investment banking, which more than offset subdued results in
sales and trading. In January 2018, Jefferies opted to dividend
$200 million of capital to Leucadia rather than expand its balance
sheet and instituted an on-going quarterly distribution of 50% of
net income. The on-going distribution is expected to strengthen and
diversify overall dividends up-streamed to Leucadia.

National Beef achieved strong EBITDA and pre-tax income in the
first nine months of 2017, and according to The U.S. Department of
Agriculture, the U.S. cattle herd is expected to increase over the
next few years, resulting in increased availability of cattle for
slaughter. End-market demand should drive continued growth at
National Beef, resulting in dividends up-streamed from National
Beef to Leucadia.

U.S. GAAP earnings do not fully reflect Leucadia's economic
earnings because of the way Leucadia accounts for its investments,
some of which are consolidated and some of which are reflected
under the equity method. Moreover, certain investments that are
consolidated do not necessarily generate upstream dividends that
accrue directly to Leucadia.

Fitch estimates that upstream dividend coverage of holding company
interest expenses and operating expenses grew to 4.3x in 2017, from
4.2x in 2016. Coverage improved to 6.0x pro forma for the special
dividend from Jefferies announced in January 2018, but is expected
to revert back towards 5.0x on a recurring basis over the outlook
horizon, driven by distributions from both financial services and
merchant banking investments.

Leucadia's balance sheet liquidity appears to have improved over
the past 12 months as the firm completed several investment
dispositions. In January 2017, Leucadia sold 100% of Conwed
Plastics for $295 million in cash plus potential earn-out payments.
In addition, since investing $279 million in FXCM Group, LLC (FXCM)
in January 2015, Leucadia received $328 million in principal,
interest and fees through Sept. 30, 2017. Separately, in November
2017, HRG sold its investment in Fidelity & Guaranty Life Holdings,
Inc. generating $1.4 billion of proceeds to HRG and improving the
underlying liquidity of HRG's investments.

Liquidity, defined as cash, available-for-sale investments, and
certain other investments that are easily convertible into cash
measured approximately $1.2 billion at Sept. 30, 2017, up from
$543.5 million as of Dec. 31, 2016, driven by sale proceeds from
Conwed and distributions from National Beef. Leucadia's current
liquidity levels exceed holding company cash operating expenses,
parent company interest, and common and preferred dividends by 2.2x
over the next 24 months, which is strong for the 'BBB' rating
category and an improvement from 1.3x as of Dec. 31, 2016. In 3Q17,
Leucadia increased its quarterly dividend, which will reduce
retained cash flow by approximately $53 million annually. Fitch
also expects recent sale and distribution proceeds to eventually be
redeployed, which will reduce liquidity levels. Nevertheless, fixed
charge coverage is expected to remain solid.

The company continues to maintain a conservative capital structure
and funding profile. Leverage, measured by parent company debt and
preferred stock to tangible common equity, was 0.14x as of Sept.
30, 2017, within Fitch's 'aa' quantitative benchmark range for
investment companies and relatively flat compared to 0.15x as of
Dec. 31, 2016. Fitch anticipates that this ratio will remain
between 0.10x and 0.20x in the near-to-intermediate term. Leucadia
is not expected to issue incremental debt over the near-term, given
its liquidity position, and its next debt maturity is not until
October 2023.

Leucadia targets a maximum parent debt to equity ratio of less than
0.50x in a stressed scenario, which assumes a 100% loss on
Leucadia' two largest investments excluding Jefferies. This ratio
was 0.28x as of Sept. 30, 2017, basically unchanged from 0.27x as
of Dec. 31, 2016. Since the 0.50x threshold is a self-imposed
operating parameter by Leucadia, temporary breaches of the metric
do not, in and of themselves, impact Fitch's ratings.

Key man risk continues to be a rating consideration for both
Leucadia and Jefferies. The CEO of Leucadia also serves as Chairman
of the Board and CEO of Jefferies, and the President of Leucadia is
also the Chairman of the Executive Committee of Jefferies. These
individuals continue to influence Leucadia's strategic direction
and, in some cases, source investment opportunities. Jefferies has
broadened and deepened its bench over the past several years, which
Fitch views favorably. Other than Jefferies, the Leucadia portfolio
companies are led by separate management teams.

The rating on Leucadia's $125 million, 3.25% cumulative convertible
preferred stock is notched down twice from the company's IDR. The
two-notch differential reflects the subordination of the preferred
stock to all senior debt and the fact that it may be converted into
common shares. Nevertheless, the preferred stock is not afforded
equity credit by Fitch given that it has a fixed conversion rate
and lacks a mandatory conversion feature.

RATING SENSITIVITIES- IDR, SENIOR DEBT AND HYBRID SECURITIES

Leucadia's ratings could be upgraded if the firm reduces its
investment concentrations and improves upstream dividend coverage
of holding company interest expenses, while maintaining a
conservative liquidity and leverage profile.

Ratings could be negatively affected by increased concentration of
investments, a fundamental shift in financial policy related to
parent company liquidity to parent company debt, a change in the
company's strategy, and/or a less conservative leverage profile.

The ratings of Leucadia and Jefferies could influence each other
given the size of Leucadia's investment in Jefferies, shared
executive management and the likely role Jefferies will play in
Leucadia's future strategic direction. Therefore, a change in
Jefferies' ratings and/or Outlook could influence Leucadia's
ratings and/or Outlook.

A key man event with respect to the CEO and/or President of
Leucadia would not necessarily result in an immediate downgrade,
but would be evaluated in the context of the potential impact on
Leucadia's strategic direction. The fact that key man risk resides
with two individuals, rather than just one, is viewed as a moderate
mitigant.

The rating assigned to the preferred stock is sensitive to changes
in Leucadia's IDR and would be expected to move in tandem.

Fitch has upgraded the following ratings:

Leucadia National Corporation

-- Long-term IDR to 'BBB' from 'BBB-';
-- Senior unsecured debt to 'BBB' from 'BBB-';
-- Preferred stock to 'BB+' from 'BB'.

The Rating Outlook is Stable.


LINEAGE LOGISTICS: Moody's Affirms 'B3' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed its ratings for Lineage
Logistics, LLC., including the company's B3 Corporate Family Rating
(CFR) and its B3-PD Probability of Default rating. The affirmations
follow the company's announcement that it intends to refinance
existing term loan indebtedness. Concurrently, Moody's assigned a
B3 rating to the proposed $500 million senior secured term loan B
due 2025. Ratings on the existing term loan will be withdrawn upon
close of the transaction. The rating outlook is stable.

RATINGS RATIONALE

The B3 corporate family rating balances Lineage's growing scale and
footprint against the company's highly leveraged balance sheet and
adequate liquidity profile that is weighed down by an aggressive
investment strategy. Lineage is the second largest provider of
refrigerated storage services in the world (footprint of around 760
million cubic feet) and operates in an industry with clear
economies of scale advantages serving its well-diversified customer
base.

Moody's acknowledges Lineage's good competitive standing as one of
the leading providers of cold storage facilities as well the stable
demand characteristics for its services. Moody's also recognizes
the generally non-discretionary nature of food products that are
housed at Lineage's warehouses. This provides considerable sales
and earnings visibility and permits a more leveraged capital
structure than otherwise might be expected for the rating.

Nevertheless, the company's highly leveraged balance sheet (pro
forma Moody's adjusted Debt-to-EBITDA of around 8.8x) is very much
at the weaker end of the rating category and is seen as
constraining near-term financial flexibility. Furthermore,
Lineage's aggressive growth-oriented strategy which involves
significant investments, currently well beyond the bounds of
internally generated cash flows, continues to result in an adequate
liquidity profile and a reliance on external sources of financing.
The rating is also constrained by the comparatively modest level of
absolute operating cash flow that Lineage is currently generating
(estimated 2017 CFO of $86 million compares to 2014 CFO of $42
million) despite significant on-going growth-oriented investments
in the business (cumulative acquisition and capex spend of almost
$900 million since the start of 2015).

Moody's expect Lineage to maintain an adequate liquidity profile
over the next 12 months. Cash balances are anticipated to be modest
as the company continues to make large-sized expansionary and
greenfield investments, well in excess of maintenance-based capex
of about $50 million. As such, Moody's expect negative free cash
flow in 2018 (likely to be in excess of -$50 million) which Moody's
anticipate to be funded by new committed real estate loans to be
funded in Q1 2018 as well as periodic usage under the currently
unused $200 million ABL that expires in April 2020.

The stable outlook reflects the stable and recurring nature of
demand within the cold storage industry along with Moody's
expectations of continued topline and earnings growth.

The ratings could be upgraded if Lineage were to strengthen its
balance sheet such that Moody's adjusted Debt-to-EBITDA was
expected to remain below 7.0x. An improved liquidity profile and
expectations of a prudent financial policy would be prerequisites
to any upgrade. The ratings could be downgraded if Moody's adjusted
Debt-to-EBITDA was expected to be sustained above 8.5x. Reversals
of recent operational improvements, the loss of a major customer,
or a sustained weakening of profitability such that EBITDA margins
were expected to remain in the low-20% range could also result in a
downgrade. A deterioration in the company's liquidity would also
place downward pressure on the rating.

The following summarizes rating action:

Issuer: Lineage Logistics, LLC.

Ratings affirmed:

Corporate Family Rating, affirmed at B3

Probability of Default Rating, affirmed at B3-PD

The following ratings were assigned:

Gtd Senior Secured Term Loan B due 2025, assigned B3 (LGD 4)

The following ratings are unchanged and will be withdrawn upon
close:

$660 million ($637 million outstanding) senior secured term loan B
due 2021, B3 (LGD 4)

Outlook, Stable

Lineage Logistics, LLC, headquartered in Novi, MI., is one of the
largest providers of refrigerated storage services in the world.
Lineage is owned and managed by Bay Grove, a principal investment
firm. For the twelve months ended December 2017, the company
generated estimated revenues of approximately $962 million.

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


LUCKY # 5409: Court Confirms 1st Amended Plan
---------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois has
approved the disclosure statement explaining the first amended plan
of reorganization of Lucky # 409, Inc., and Azhar H. Chaudhry and
confirming the plan.

As previously reported by The Troubled Company Reporter, the Plan
provides for the sale of the IHOP-Bridgeview restaurant to AFM
5304, LLC, an affiliate of Khurram L. Mian. Mr. Mian is an existing
franchisee in the IHOP system and this assignment has been approved
by IHOP.

The plan proposes to pay Class 5 general unsecured claims a pro
rata payment of approximately 40-49% of the Allowed Claim in cash
upon the later of the date of allowance thereof by Final Order; the
earliest date on which there are Liquidation Proceeds available to
pay the Allowed Class 5 Claims; or any Distribution Date as
determined by the Disbursing Agent.

The previous plan asserted a pro rata payment of approximately 49%
of the Allowed Claim.

Distributions under the Plan are being funded from the proceeds
from the sale of IHOP-Bridgeview and any funds remaining in the
Lucky Bank Account after payment of all Operational Claims.

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

      http://bankrupt.com/misc/ilnb16-16264-181.pdf

                       About Lucky # 5409

Azhar Chaudhry is an individual and franchisee of an International
House of Pancakes restaurant located at 7240 W. 79th Street,
Bridgeview, Illinois 60455 (IHOP-Bridgeview).  IHOP-Bridgeview is
operated through the corporate entity, Lucky # 5409, Inc.  Chaudhry
is the sole shareholder and president of Lucky.  IHOP Bridgeview's
day-to-day operations are run by the restaurant's manager, Ron
Matin.

Lucky # 5409, Inc., and Azhar Chaudhry sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
16-16264 and 16-16273) on May 13, 2016.  The cases are jointly
administered under Case No. 16-16264.  The petitions were signed by
Azhar M. Chaudhry, president.  The Debtors estimated assets at
$500,001 to $1 million and liabilities at $100,001 to $500,000 at
the time of the filing.

The Debtors tapped Kevin H. Morse, Esq., at Arnstein & Lehr LLP, as
counsel.  The Debtors hired Tax Consulting Inc. as accountant.


MAUI MAX: Court Gives Final Approval on Cash Collateral Use
-----------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii gave its final order authorizing Maui Max LLC to
use cash collateral.

The Court gave permission for the Debtor to use cash collateral for
the ordinary, reasonable, and necessary expenses of operating and
preserving its business.  The Debtor however is not allowed to use
the cash collateral for any prepetition expenses or pay any
insiders, other than for ordinary post-petition services that are
reasonable and necessary for the operations.

Further, use of cash collateral is limited to payment not exceeding
115% of the expenses each period as set forth in the three-month
budget.

As adequate protection, the Debtor grants, assigns, and pledges to
its lien creditors replacement liens having the same priority and
extent as the respective existing liens and security interests in
the prepetition collateral, with the same validity and priority and
to the same extent as the prepetition liens.

A full-text copy of the Final Order can be viewed at:

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

                      About Maui Max LLC

Maui Max LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Hawaii Case No. 17-01284) on Dec. 12, 2017.  At the
time of the filing, the Debtor estimated assets of less than $1
million and liabilities of less than $500,000.  Judge Robert J.
Faris presides over the case.  Cain & Herren, ALC, is the Debtor's
legal counsel.


MEG ENERGY: Fitch Revises IDR Outlook to Stable on Asset Sales
--------------------------------------------------------------
Fitch Ratings has affirmed MEG Energy's (TSE: MEG) Long-Term Issuer
Default Rating (IDR) at 'B', and first-lien and second-lien debt at
'BB'/'RR1', but upgraded the senior unsecured notes to 'B'/'RR4'
from 'B-'/'RR5'. Fitch has also revised the Outlook to Stable from
Negative following the company's announced sale of its 50% stake in
the Access Pipeline and 100% interest in the Stonefell terminal to
Wolf Midstream for total consideration of CAD1.61 billion. Proceeds
from the sale will be used to repay a substantial amount of the
company's 2023 term loan (CAD1.225 billion/1.54 billion), resulting
in a material reduction in MEG's total debt outstanding.

MEG's ratings reflect the favorable impact of the asset sale
improving leverage metrics and increased operational momentum as it
executes on its enhanced Modified Steam and Gas Push (eMSAGP)
program; below-average refinancing risk (no major bond maturities
due until January 2023, and a covenant-lite revolver that is not
subject to borrowing-base redetermination); good liquidity; and
expected capital and efficiency gains, which should continue to
help push breakevens modestly lower over the next few years.

Rating concerns include low diversification, high leverage to oil
prices, and significant exposure to volatile WTI-WCS spreads, which
have widened sharply since December. Fitch expects MEG's leverage
will drop as low-cost volume expansions come on line; however, a
prolonged period of wide WCS differentials could slow or stall this
improvement.

Approximately CAD4.7 billion in debt is affected by rating action.

KEY RATING DRIVERS

Access and Stonefell Sale: On Feb. 8, 2018, MEG Energy announced
that it had entered into an agreement to sell its 50% stake in the
Access Pipeline to Wolf Midstream and 100% interest in the 900,000
bbl Stonefell Terminal for total consideration of CAD1.61 billion,
of which CAD1.52 billion was cash. Proceeds will be used to repay
most of the company's 2023 term loan, with the remainder used to
fund the company's 13,000 bpd Phase 2B brownfield expansion. The
sale is credit-positive from a number of perspectives. Total
reduction in balance sheet debt of CAD1.225 billion represents just
over one quarter of the company's total debt and creates a material
improvement in leverage metrics in Fitch base case, with 2019
leverage expected to come in at 5.1x and 3.5x in 2020. Repayment of
the secured term loan also improves recovery prospects for MEG's
unsecured 2023 and 2024 notes, which rise from 'RR5' (11%-30%) to
'RR4' (31%-50%). Funding of the brownfield expansion at Phase 2B
should further fast-track volume growth and improve unit economics.
While annualized transportation and storage cash costs will
increase by CAD120 million, the company will see an offset of
approximately CAD70 million in lower interest costs. Continued
volume gains from the eMSAGP program and the acceleration of the
Phase 2B brownfield program should continue to push unit costs
lower over the next few years.

Exposure to WCS Differentials: Because of its lack of downstream
integration, MEG is significantly more exposed to the WCS-WTI
spread than producers such as Suncor Energy Inc. and Canadian
Natural Resources Ltd. The WCS-WTI spread has been volatile and
recently experienced a blowout. Differentials have recently stood
at the USD25+/bbl level, following a spill on the 590,000 bpd
Keystone pipeline and reduction in pipeline pressure late last
year. Fitch expects the differential will narrow back down to
levels defined by railroad economics (approximately
USD18/bbl-USD20/bbl), and eventually reflect lower-cost pipeline
economics as various planned pipeline projects come on line in the
late 2019/2020 time frame, including Enbridge's Line 3 replacement,
Keystone XL, and Kinder's Transmountain project. However, any
delays could keep differentials wide in the interim and depress
netbacks. While MEG lacks refining integration, it enjoys some
insulation from WCS differentials, from both physical
transportation arrangements (Flanagan South and Seaway pipelines)
as well as through WCS differential hedges.

Ample Near-Term Liquidity: MEG's liquidity is good. At Dec. 31,
2017, MEG had cash of CAD464 million, and an undrawn CAD1.75
billion revolver (USD1.4 billion) that matures in November 2021.
MEG's credit facility, while secured, is not linked to a borrowing
base and therefore not subject to biannual redeterminations, unlike
many of its 'B' rated peers. Outside of term loan amortizations,
the company's earliest maturity is its 6.375% 2023 notes. Current
maintenance capex is estimated at around CAD220 million and should
rise in line with increasing volumes. However, if prices were to
decline, Fitch believes MEG has the flexibility to defer sustaining
and maintenance capex that would result in single-digit production
declines.

Favorable Refinancing Impacts: MEG's January 2017 recapitalization
did several positive things for the company, including extending
the revolver maturity to 2021 and the term loan to 2023; replacing
2021 unsecured notes with 2025 second-lien secured notes; and
raising approximately CAD500 million in equity to fund its eMSAGP
growth initiative, which should supply 20,000 bpd of low-cost
production by early 2019. While the revolver was downsized to
USD1.4 billion from USD2.5 billion, Fitch views the current size as
adequate for MEG's operations going forward. All outstanding and
pro forma debt continues to have a covenant-lite structure free of
financial maintenance covenants.

Growth Projects Gain Steam: MEG is focused on high-return growth
projects that will increase production at low incremental costs.
These include its eMSAGP project and 2B brownfield projects, which
should add 20mboepd and 13mboepd of production, respectively. Both
are low-cost, high-return projects. Under eMSAGP, MEG injects
non-condensable methane into reservoirs to allow liquefaction of
bitumen at significantly lower Steam Oil Ratios (SORs). Projected
costs have dropped to CAD17,500/barrel, down 13% from earlier
estimates. To date, the company has successfully deployed eMSAGP
across 30% of its production, with the primary capital costs
consisting of new well pairs, which redirect scavenged steam. The
company expects to achieve average production of 85kbpd-88kbpd in
2018 (which includes the impact of a major planned turnaround),
with an exit production rate of 95kpd-100kbpd. 2017 Exit rate
production for 2017 was strong at 93.7kbpd, well above earlier
guidance. Future potential growth projects also include the eMVAPEX
program (a solvent-assisted SAGD technology, currently in pilot
phase).

Improved Capital and Operating Efficiencies: MEG has reduced
operating and capital expenses, helping to lower cash breakeven
prices. Capital costs for eMSAGP declined to CAD350 million from
the earlier CAD400 million estimate, and MEG's overall 2017 capex
came in at just CAD510, below previous estimates of CAD590 million.
Guidance for non-energy operating costs has declined to
CAD4.75/bbl-5.25/bbl, down from CAD5.62/bbl in 2016 and CAD8.02/bbl
in 2014. Lower costs have been driven by higher volumes
(approximately 90% of MEG's non-energy operating costs are fixed),
as well as process improvements, including redesigned well pads,
improved well spacing, and maintenance schedule optimization. MEG
expects to reduce cash costs by CAD4-CAD5/bbl by 2020. MEG's LTM
cash netbacks have recovered from the depressed levels seen in
2016, to CAD27.00/bbl in 2017 versus just CAD13.13 the year prior.
The main drivers were substantially higher bitumen prices, stronger
WCS differentials, and reductions in non-energy operating costs.
Looking forward, Fitch expect netbacks will soften in 2018 in Fitch
base case due to an unfavorable increase in WCS spreads, before
beginning to recover in 2019.

Growing Hedge Program: MEG has increased its hedging activity to
protect its capital program and mitigate cash flow volatility. The
company hedges WTI as well as the WTI-WCS differential. MEG has
hedged an average of around 70,000 bpd of 2018 blended sales using
a combination of swaps and collars. It had also hedged just over
40,000 bpd of WCS and just under 14,000 bpd of 2018 condensate.
Fitch expects that as the hedging program matures (it was initiated
in 2016), and depending on prevailing hedge prices, it will expand
into a multi-year program, similar to a number of high-yield E&P
peers. Fitch views hedge protections as a credit positive for MEG.

DERIVATION SUMMARY

MEG is reasonably positioned versus 'B' rated E&P peers. MEG's size
is above average versus peers (80,774 bpd in 2017), as is its
liquids exposure (100%). Refinancing and liquidity risk are below
average, given the lack of near-term maturities (next major bond
not due until January 2023), and a covenant-lite revolver, which is
not subject to borrowing-base redetermination.

Offsetting considerations include low diversification, given that
MEG is essentially a single-play oil sands producer, higher
leverage to oil prices than most other high-yield (HY) E&Ps, modest
execution risk in its growth projects, and significant exposure to
volatile WTI-WCS price differentials given its lack of integration,
especially when compared to larger Canadian oil sands operators
such as Suncor and Canadian Natural. Fitch expects MEG's leverage
will fall as low-cost volume expansions come on line, and as it
uses proceeds from the Access and Stonefell sales to de-lever. No
country-ceiling, parent/subsidiary or operating environment factors
impact the rating.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
-- Base case WTI oil prices of USD50/bbl in 2018, USD52.50/bbl in

    2019, and USD55/bbl in 2020 and the long run;
-- Base case natural gas price of USD3.00/mcf in 2018 and 2019,
    and USD3.25 in the long run;
-- Production of approximately 87,000 boepd in 2018, 101,000
    boepd in 2019, and 112,000 boepd in 2020;
-- Capex of approximately CAD700 million in 2018, CAD586 million
    in 2019, and CAD616 million in 2020;
-- A moderately strengthening CAD/USD exchange rate across the
    forecast period, in line with rising oil price deck;
-- Repayment of CAD1.225 billion in 2023 term loan from proceeds
    associated with sale of Access Pipeline.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action
For an upgrade to 'B+':
-- Successful execution of expansion programs, with capex funded
    in a credit-neutral manner;
-- Mid-cycle debt/EBITDA below 4.0x;
-- Mid-cycle debt (USD)/flowing barrel less than USD32,000.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Prolonged dislocation in WTI-WCS spreads;
-- Major operational issue with eMSAGP or existing production
   facilities;
-- Mid-cycle debt/EBITDA projections over 6.0x;
-- Debt (USD)/flowing barrel greater than USD45,000.

LIQUIDITY

Ample Liquidity Supports Profile: At Dec. 31, 2017, MEG had CAD464
million of cash and an undrawn CAD1.75 billion revolver (USD1.4
billion) that matures in November 2021, as well as a separate
USD440 million letter of credit (LOC) facility from Export
Development Canada (EDC) that matures in 2021.There were no draws
on the main revolver at Dec. 31, 2017, but the EDC facility had
USD258 million outstanding. Draws under the EDC facility do not
affect availability under the main revolver. Most of the remaining
spend on eMSAGP is scheduled to be finished by first-half 2018 and
should be funded without tapping the revolver. MEG's credit
facility, while secured, is not linked to a borrowing base and
therefore not subject to biannual redeterminations, unlike many HY
peers. Both the revolver and long-term debt are covenant-lite,
which enhances financial flexibility. Outside of term loan
amortizations, the company's earliest maturity is its 6.375% 2023
notes.

Current maintenance capex is estimated at CAD220 million
(approximatelyCAD7/bbl). If oil prices were to decline further,
Fitch believes MEG has the ability to defer sustaining and
maintenance capex, which would result in single-digit production
declines. Cash interest is substantial at approximately CAD291
million, but is expected to decline by approximately CAD70 million
following the planned repayment of a large portion of the term
loan, resulting in stronger EBITDA/interest paid metrics.

Strong Recovery for Secured Notes: The recovery analysis for MEG
was based on the maximum of going-concern value and traded asset
valuation. Under this approach, Fitch used a conservative multiple
based on recent transactions in the Canadian Oil Sands
(CAD55,413/flowing barrel) and multiplied it by the midpoint of
MEG's 2018 production guidance (86,500 bpd) to estimate an initial
asset value for the company's core E&P properties of CAD4.79
billion. Fitch then added adjusted values for MEG's A/R and
inventory, to generate total traded asset valuation of
approximately CAD5.067 billion. Separately, Fitch calculated a
going-concern valuation for MEG of approximately CAD5.07 billion,
which consisted of Fitch projected going-concern EBITDA for MEG of
CAD1.014 billion multiplied by a 5.0x multiple, which is in line
with historical multiples for the sector. The maximum of these two
approaches was the going-concern valuation of CAD5.07 billion.

A standard waterfall approach was then applied. After subtracting
10% for administrative claims, the remaining value was applied to
the waterfall analysis, and the company's first-lien secured term
loan, revolver, and LOC facility all recovered at the 100% level,
and were therefore rated 'BB'/'RR1'. The second-lien notes also
recovered 100% and were rated 'BB'/'RR1'. Recovery for the senior
unsecured notes increased to 'RR4' (31%-50%) versus the previous
'RR5' (11%-30%). The increase in unsecured recovery was driven
primarily by the expected repayment of CAD1.225 billion in the
first-lien secured term loan.

FULL LIST OF RATING ACTIONS

MEG Energy Corp.
-- Long-Term IDR affirmed at 'B';
-- First-lien secured revolver affirmed at 'BB'/RR1';
-- First lien secured term loan affirmed at 'BB'/'RR1';
-- Second- lien secured notes affirmed at 'BB'/'RR1';
-- Senior unsecured notes upgraded to 'B'/'RR4' from 'B-'/'RR5';

The Rating Outlook was revised to Stable from Negative.


MEMORIAL HOSPITAL OF SWEETWATER: S&P Cuts 2013A Bond Rating to BB+
------------------------------------------------------------------
S&P Global Ratings lowered its long-term rating to 'BB+' on
Sweetwater County, Wyo.'s series 2013A fixed-rate revenue bonds,
issued for Memorial Hospital of Sweetwater County (MHSC). The
outlook is stable.

"The downgrade reflects our view of MHSC's operating performance
through the first six months of fiscal 2018 ended Dec. 31 which,
while positive, were below budget expectations and largely
dependent on special purpose tax receipts," said S&P Global Ratings
credit analyst Wendy Towber. "The lower rating further reflects a
multi-year trend of declining financial performance that negatively
affected the hospital's cash position, particularly days' cash on
hand, because of significantly weaker-than-expected operating
performance in fiscal 2017," Ms. Towber added.

The primary service area (PSA) includes the cities of Rock Springs,
Green River, Farson, and Wamsutter, all of which are located in
Sweetwater County. Wyoming is the least populous state in the
country but covers a broad geography, which results in low
population density.


MONAKER GROUP: Prepares for NASDAQ Uplisting & Approves Stock Split
-------------------------------------------------------------------
Monaker Group said that its Board of Directors has approved a
1-for-2.5 reverse stock split of the Company's issued and
outstanding common stock.  The reverse stock split is anticipated
to be effective prior to the stock market opening on Feb. 12, 2018.
With the successful implementation of the reverse stock split and
provided that the Company's common stock meets the NASDAQ minimum
bid price requirement, the Company believes it will meet the final
requirement for listing Monaker's common stock on the NASDAQ
Capital Market within the coming weeks.

"We have elected to affect a reverse stock split to allow Monaker
to meet the listing requirements of the NASDAQ Capital Market,"
stated Bill Kerby, CEO of Monaker.  "We believe that listing on
NASDAQ should help broaden our shareholder base, increase appeal to
institutional investors, provide shareholders with better liquidity
and, as a result, could ultimately contribute to increasing
shareholder value."  The Board made the decision that the Company
should take steps necessary to uplist the company's common stock on
NASDAQ as we deploy the travel industry's first B2B reservation
system supporting instantaneous booking for over a million
alternative lodging rentals with several large established lodging
distribution partners."

Each stockholder's percentage ownership interest in Monaker Group
and the proportional voting power will remain unchanged after the
reverse stock split, except for minimal changes due to rounding. In
addition, the rights and privileges of the holders of Monaker's
common stock are unaffected by the reverse stock split.  This
reverse stock split is anticipated to become effective prior to
market open on Feb. 12, 2018 and the Company's common stock will
begin trading on a post-split basis under the symbol "MKGID" at the
open of trading on Monday, Feb. 12, 2018.

As a result of the reverse stock split, every 2.5 shares of issued
and outstanding common stock will be exchanged for one share of
common stock, with all fractional shares being rounded up to the
nearest whole share.  No fractional shares will be issued in
connection with the reverse stock split.  The reverse stock split
will reduce the number of shares of issued and outstanding common
stock from approximately 20.3 million pre-split shares to
approximately 8.1 million post-split shares.  Proportional
adjustments will be made to Monaker's outstanding warrants.

The Company's ticker symbol will remain unchanged, although a "D"
will be placed at the end of the MKGI ticker symbol (MKGID) for 20
business days following the stock split.  The Company's common
stock will also be identified under a new CUSIP number (609011200).
Before any listing of the common stock on the NASDAQ Capital
Market can occur, NASDAQ will need to finalize the Company's
application for listing.  There can be no assurance that the
Company's application for listing will be approved.
    1
Additional information regarding the reverse stock split is
contained in the Company's Current Report on Form 8-K as filed with
the SEC on Feb. 12, 2018, a copy of which is available for free at
https://is.gd/L9eYT4

                        About Monaker

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

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

Monaker reported a net loss of $7.10 million for the year ended
Feb. 28, 2017, compared to a net loss of $4.55 million for the year
ended Feb. 29, 2016.  As of Nov. 30, 2017, Monaker Group had $8.62
million in total assets, $4.68 million in total liabilities and
$3.94 million in total stockholders' equity.


MONEYONMOBILE INC: Elects Two New Members to Board
--------------------------------------------------
In connection with the issuance of the 1,666 shares of the Series H
Preferred, effective Feb. 7, 2018, the Board of Directors of
MoneyonMobile, Inc. elected Mr. Gordienko Oleg and Mr. Max V.
Shcherbakov as members of the Board.  In connection with their
election, the Company agreed to issue to each of Mr. Gordienko and
Mr. Shcherbakov a five year warrant to purchase 200,000 shares of
the Company's common stock at an exercise price of $0.66, the
closing price of the Company's common stock on Feb. 7, 2018.

Mr. Oleg, age 41, has over 20 years of experience in the financial
market.  Currently, and from September 2017, Mr. Oleg serves as
investment director at S7 Airlines, which is the largest non-state
aerospace holding in Eastern Europe.  Mr. Oleg has approximately 14
years' working experience at Raiffeisen Bank since 2003.  From
March 2017 to August 2017, he served as managing director in charge
of large corporate coverage and from September 2012 to March 2017,
he was the managing director in charge of investment banking at
Raiffeisen Bank.  Prior to that, from August 2008 to September
2012, he served as the deputy head of investment banking at
Raiffeisen Bank.  Mr. Oleg holds a degree from the Financial
Academy under the Government of the Russian Federation.

Mr. Shcherbakov, age 53, has served as managing partner at Aurora
Capital Worldwide, a private investment company, since 2008.  From
1999 to 2007, he was managing partner at TPG Aurora.  Mr.
Shcherbakov received his MA degree in Economics from Moscow State
University in 1987 and MBA degree from Stanford Graduate School of
Business in 1992.

                       About MoneyOnMobile

MoneyOnMobile, Inc., headquartered in Dallas, Texas, is a global
mobile payments technology and processing company offering mobile
payment services through its Indian subsidiary.  MoneyOnMobile
enables Indian consumers to use mobile phones to pay for goods and
services or transfer funds from one cell phone to another.  It can
be used as simple SMS text functionality or through the
MoneyOnMobile application or internet site.  MoneyOnMobile has more
than 350,000 retail locations throughout India.  Visit
www.money-on-mobile.com for more information.

MoneyOnMobile reported a net loss of $13.09 million for the year
ended March 31, 2017, following a net loss of $19.72 million for
the year ended March 31, 2016.  As of Sept. 30, 2017, the Company
had $24.74 million in total assets, $28.96 million in total
liabilities, $1.22 million in preferred stock, series D, and a
$5.44 million total shareholders' deficit.

The Company's independent accounting firm Liggett & Webb, P.A., in
New York, New York, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended March
31, 2017, noting that the Company has experienced recurring
operating losses and negative cash flows from operating activities.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


MONEYONMOBILE INC: Obtains $5 Million from Sale of Preferred Stock
------------------------------------------------------------------
MoneyOnMobile, Inc., received on Feb. 7, 2018, from an accredited
investor gross proceeds of $4,998,000 in consideration for the
issuance of (i) 1,666 shares of the Series H Preferred; and (ii) a
five year warrant to purchase 3,332,000 shares of Common Stock at
an exercise price equal to $0.50 per share, pursuant to a
subscription agreement entered into on Jan. 31, 2018.

The Company will use those proceeds for general corporate purpose
and to pay off all of the remaining obligations owed to HALL MOM
LLC under the amendment to settlement agreement and release.

MoneyOnMobile filed with the Secretary of State of the State of
Texas on Jan. 31, 2018, a Certificate of Designation of Series H
Preferred Stock, setting forth the rights, powers, and preferences
of a new class of Series H Convertible Preferred Stock, par value
$0.001 per share and a stated value of $3,000 per share.  The
Series H Preferred is voluntarily convertible into shares of Common
Stock of the Company at a conversion price of $0.30 per share,
subject to adjustments.  However, in the event the Company is
approved to list its Common Stock, including the shares issuable
upon conversion of the Series H Preferred, on any one of the New
York Stock Exchange, NYSE: Amex Exchange, The Nasdaq Stock
Exchange, including the Nasdaq Capital Markets, London Stock
Exchange, including AIM, or any other major stock exchange in the
United States of America, and if during any 10 consecutive trading
days the lowest closing share price is equal to or greater than
$1.25 per share (subject to adjustments), all outstanding shares of
Series H Preferred shall automatically convert into Common Stock at
a conversion price of $0.30, subject to adjustments.

The holders of the Series H Preferred are entitled to vote together
all other classes and series of the stock of the Company as a
single class on all actions to be taken by the stockholders of the
Company, and will be entitled to the number of votes equal to the
number of shares of Common Stock into which the shares of Series H
Preferred held by such holder could be converted at the Series H
Voluntary Conversion Price.  Holders of Series H Preferred will not
be entitled to receive any dividends.  Any conversion of the Series
H Preferred is subject to a conversion limitation precluding
conversions that would result in such holder's beneficial ownership
to exceed 4.99% of Common Stock outstanding.

                       About MoneyOnMobile

MoneyOnMobile, Inc., headquartered in Dallas, Texas, is a global
mobile payments technology and processing company offering mobile
payment services through its Indian subsidiary.  MoneyOnMobile --
http://www.money-on-mobile.com/-- enables Indian consumers to use
mobile phones to pay for goods and services or transfer funds from
one cell phone to another.  It can be used as simple SMS text
functionality or through the MoneyOnMobile application or internet
site.  MoneyOnMobile has more than 350,000 retail locations
throughout India.

MoneyOnMobile reported a net loss of $13.09 million for the year
ended March 31, 2017, following a net loss of $19.72 million for
the year ended March 31, 2016.  As of Sept. 30, 2017, the Company
had $24.74 million in total assets, $28.96 million in total
liabilities, $1.22 million in preferred stock, series D, and a
$5.44 million total shareholders' deficit.

The Company's independent accounting firm Liggett & Webb, P.A., in
New York, New York, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended March
31, 2017, noting that the Company has experienced recurring
operating losses and negative cash flows from operating activities.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


MONSTER CONCRETE: Files Amended Request to Use Cash Collateral
--------------------------------------------------------------
Monster Concrete and Excavation, Inc., and its debtor-affiliate
Monster Concrete, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Alabama an amended motion to use cash
collateral.

Through the filing of the chapter 11 case, the Debtors seek to
successfully  reorganize their business operations which will allow
them to continue to operate and pay their creditors pursuant to a
confirmed plan.

Prior to filing for bankruptcy, the Debtors entered into two loans
with Cardinal Equity and Gibraltar Capital Advance.  Both loans
were secured by the accounts receivable of Monster Concrete, (but
not Monster Concrete and Excavation. However, neither of the two
companies has filed a lien or financing statement claiming lien in
the accounts or accounts receivable of either company. Nonetheless,
Debtors are aware of the "interest" that both Cardinal and
Gibraltar purportedly in the accounts of Monster Concrete although
it is unperfected.

The Debtors revealed that they will strictly account for all income
received and used by them with all such income being deposited to
the Debtors bank account. The Debtors seek to use the cash
collateral on a limited basis satisfy those expenses based on the
proposed weekly budget.

The Debtors said that they have an immediate need for authority to
use the cash collateral in its ongoing business operations and if
they do not receive such authority, they will have to close down
without further prospects of reorganization.

The Court has set a hearing on the Debtor's Amended Motion for Use
of Cash Collateral at 11:30 a.m. on Feb. 21, 2018.

A full-text copy of the Debtor's Motion can be viewed at:

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

                    About Monster Concrete

Based in Huntsville, Alabama, Monster Concrete and Excavation,
Inc., and Monster Concrete, LLC, are involved in the concrete
business and are owned by Steve Williams.

Monster Concrete and Excavation, Inc., and Monster Concrete, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ala. Case No. 18-80279 and 18-80280) on Feb. 1, 2018.  Judge
Clifton R. Jessup, Jr. presides over the cases.  Heard, Ary &
Dauro, LLC, is the Debtors' legal counsel.

The Court has not appointed a trustee or examiner nor has any
official committee been established in the bankruptcy case.


MOREHEAD MEMORIAL: Cash Collateral Hearing Set on Feb. 22
---------------------------------------------------------
The Hon. Benjamin A. Kahn of the U.S. Bankruptcy Court for the
Middle District of North Carolina granted the request of Morehead
Memorial Hospital to shorten notice and expedite hearing on the
emergency motion to use cash collateral.

The hearing has been set at 9:30 a.m. on Feb. 22, 2018.  The
deadline to respond or object to the cash collateral motion is at
5:00 p.m. on Feb. 21, 2018.

As reported in the Troubled Company Reporter on Jan. 5, 2018, the
Court had entered a seventh interim order authorizing the Debtor to
use cash collateral through and including Jan. 19, 2018.

Prior to filing for Chapter 11, Berkadia Commercial Mortgage, LLC,
loaned the Debtor $40,566,294 and to secure the loan the Debtor
granted Berkadia a first-priority security interest in certain of
the Debtor's real property pursuant to a Deed of Trust and
Assignment of Rents, Profits, and Income filed on December 12, 2012
at Book 1447, Page 31, in the Registry of Deeds of Rockingham
County, North Carolina.

The Federal Housing Administration meanwhile is insured the
advancement of the Berkadia Loan pursuant to Section 242/223(a)(7)
of Title II of the National Housing Act, as amended.

Berkadia and HUD also assert, together, a perfected first priority
security interest in, among other things, the Debtor's accounts
receivable, general intangibles, and health care insurance
receivables by virtue of that certain Security Agreement dated Dec.
14, 2012 and a UCC Financing Statement filed with the North
Carolina Secretary of State, File No. 20120114847A, on Dec. 13,
2012.

Berkadia has asserted a claim against the Debtor in the amount of
no less than $34,215,633.

Further, prior to the Petition Date, First Citizens Bank & Trust
Company loaned the Debtor $2,170,000.  To secure the First Citizens
Loan, the Debtor granted First Citizens a first priority security
interest in two medical office buildings located at 250 West Kings
Highway, Eden, North Carolina and 515 Thomson Street, Eden, North
Carolina pursuant to a Deed of Trust filed on Nov. 1, 2007 at Book
1335, Page 2139, in the Registry of Deeds of Rockingham County.
First Citizens has asserted a claim against the Debtor in the
amount of $1,328,452.

The Debtor said that it has sold all its operating assets and is in
the process of, among other things, obtaining returns of deposits,
obtaining insurance policy refunds and proceeds, determining
payment of administrative priority claims, and negotiating and
drafting a plan of liquidation

The Debtor requests authority to use Cash Collateral to pay certain
ongoing expenses to preserve and obtain value for the estate as the
case winds up, specifically: (1) payment of administrative priority
healthcare claims of the Debtor's former employees that accrued
postpetition but pre-Closing; (2) payment of $24,000 to Arthur J.
Gallagher Risk Management Services, Inc., the Debtor’s insurance
broker, to terminate certain insurance policies covering the Debtor
and obtain refunds on behalf of the Debtor; (3) payment of $35,460
to Travelers Insurance Company to extend the claims reporting
period under the Debtor’s Directors & Officers insurance policy
for one year; (4) payment of $197,451 to the North Carolina
Medicaid Gap Assessment Program; (5) payment of $830 to purchase a
printer for the estate executive of the Debtor so that he has the
ability to print checks; and (6) payment of $20,000 in quarterly
fees.

In order to provide Berkadia and HUD adequate protection, the
Debtor proposes that it be permitted to use the Cash Collateral
these terms and conditions:

    a. The Debtor will use the Cash Collateral only in the ordinary
course of its business and subject to the agreed-upon Budget,
subject to further order of the Court;

    b. The Debtor will provide Berkadia and HUD with a continuing
post-petition lien and security interest (the "Post-Petition
Liens") in all property and categories of property of the Debtor in
which, and of the same priority as, said creditor held a similar,
unavoidable lien as of the Petition Date, and the proceeds thereof,
whether acquired prepetition or post-petition, equivalent to a lien
granted under Sections 364(c)(2) and (3) of the Bankruptcy Code,
but only to the extent of Cash Collateral used.  The validity,
enforceability, and perfection of the aforesaid postpetition liens
on the Post-Petition Collateral shall not depend upon filing,
recordation, or any other act required under applicable state or
federal law, rule, or regulation; and

   c. The Debtor agrees that such Post-Petition Liens will be
senior, first-priority, validly perfected liens, subordinate only
to (i) payment of fees to the United States Bankruptcy
Administrator pursuant to 28 U.S.C. § 1930 and (ii) the fees and
expenses of the professionals retained by the Debtor and the
Committee that are allowed by the Bankruptcy Court prior to any
termination of the use of Cash Collateral.

A full-text copy of the Order to Shorten Notice ad Expedite Hearing
is available at:

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

A full-text copy of the Emergency Motion is available at:

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

                    About Morehead Memorial

Founded in 1924, Morehead Memorial Hospital --
http://www.morehead.org/-- is a North Carolina non-profit
corporation that owns and operates a 108-bed general acute care
community hospital on a 22-acre campus located at 117 East Kings
Highway, Eden, North Carolina.  Within the Hospital Real Property,
Morehead Memorial also owns and operates a 121-bed skilled nursing
facility.  It also owns several other parcels of real property
located in Eden that are contiguous to, or in the general vicinity
of, the Hospital Real Property.

Morehead Memorial Hospital filed for Chapter 11 bankruptcy
protection (Bankr. M.D.N.C. Case No. 17-10775) on July 10, 2017,
estimating its assets and liabilities at between $10 million and
$50 million.  CEO Dana M. Weston signed the petition.

Judge Benjamin A. Kahn presides over the case.

Thomas W. Waldrep, Jr., Esq., Jennifer B. Lyday, Esq., and
Francisco T. Morales, Esq., at Waldrep LLP, serve as the Debtor's
bankruptcy counsel.  The Debtor also hired Womble Carlyle Sandridge
& Rice, LLP, as special counsel; Grant Thornton LLP as financial
advisor; Hanlon Hammond Camp LLC as investment banker and
operational and strategic advisor; and Donlin, Recano & Company,
Inc., as claims and noticing agent.

On July 24, 2017, William Miller, the bankruptcy administrator for
the Middle District of North Carolina, appointed an official
committee of unsecured creditors.  The Committee retained law firms
Nelson Mullins Riley & Scarborough LLP, and Sills Cummis & Gross,
P.C., as co-counsel.


MTN INFRASTRUCTURE: Term Loan Add-On No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's Investors Service said that the B2 corporate family rating
(CFR) of MTN Infrastructure TopCo (MTN or the company), is
unchanged following its anticipated $50 million add-on to its
existing seven-year first lien term loan. Proceeds from the debt
issuance will be used for general corporate purposes including
capital investment for a new fiber-to-the-tower (FTTT) network
expansion opportunity with a large wireless carrier. While this
debt raise has negative credit implications, including temporarily
higher leverage and lower free cash flow from increased interest
expense and higher capital investment, MTN's credit profile and
current rating can absorb these additional negative pressures. This
incremental capital spending has a reasonable payback period and
will contribute to revenue and EBITDA growth upon completion likely
by mid-2019. MTN's expanding network footprint will also benefit
the company's competitive positioning, supporting both potential
future bids with wireless carriers for FTTT networks and enterprise
customer growth. Increased enterprise customer proximity will allow
for success-based lateral fiber extensions, often with one anchor
customer providing for full investment payback over a short period
of time.

MTN's B2 CFR is supported by recurring revenue under multi-year
contracts, low churn, a diverse customer base, and solid organic
growth potential due to strong data demand drivers underpinning the
fiber infrastructure market. The rating reflects the end state
structure of MTN which includes Lumos Networks (Lumos), a primarily
fiber-based communication infrastructure services provider
operating in the mid-Atlantic region, and Spirit Communications,
Inc.(Spirit), a complementary fiber-based data and broadband
infrastructure services provider operating in several southeastern
states. The Lumos asset is already in the portfolio with the Spirit
acquisition likely to close late in the first quarter of 2018. The
company benefits from revenue diversity across enterprise, carrier
and government customers and a robust network that includes a large
number of on-net buildings, connected data centers, and a growing
FTTT presence. Within the bulk of its second, third and fourth tier
markets, MTN faces competition limited to two or fewer entities,
comprised mainly of the incumbent local exchange carrier and sole
cable player. Utilizing its largely owned fiber-based communication
services network, MTN's data segment represents around 80% of
overall revenue, with a declining legacy voice segment targeting
residential and small business customers comprising the remainder.

The rating also reflects MTN's small but growing scale, high
leverage, low free cash flow generation, and execution and
integration risks associated with the planned acquisition of Spirit
following the company's initial acquisition of Lumos. The strategic
combination with Spirit will nearly double the company's revenue.
Operational and integration risks associated with combining these
two sizable and culturally distinct companies could lead to
elevated churn, and potential slowing in revenue growth and
difficulties in achieving cost synergies. Free cash flow will
likely be marginally positive in 2018 and is expected to begin
ramping meaningfully in 2019 barring any additional FTTT network
builds or network capital investment. With the completion of the
two acquisitions, MTN's outright ownership of the majority of a
20,000 route mile metro and long haul fiber network contributes to
increased leverage tolerance for the rating relative to peers.

The B2 rating could be upgraded if leverage is sustained below 4x
(Moody's adjusted) and free cash flow to debt is above 10%. The
rating could be downgraded if liquidity deteriorates, if free cash
flow weakens or if leverage is sustained above 5x (Moody's
adjusted).

MTN Infrastructure TopCo (MTN), a wholly-owned subsidiary of an
infrastructure investment fund of EQT, will own and operate the
combined businesses of its subsidiaries, Lumos Networks and Spirit
Communications,Inc. MTN will operate as a fiber-based communication
infrastructure services provider in the mid-Atlantic and
southeastern region of the US. Pro forma for the proposed
acquisitions, MTN will generate approximately $400 million of
annual revenue.


NATIONAL TRUCK: Miss. Court to Handle Suit Over Note Guarantee
--------------------------------------------------------------
On July 11, 2017, the Plaintiff Yolo Capital, Inc., filed the
action captioned YOLO CAPITAL, INC., Plaintiff, v. LOUIS J.
NORMAND, JR., Individually and as trustee for American Success
Irrevocable Trust, TRUCK CAPITAL, LLC, COAST MANAGEMENT SYSTEMS,
LLC, and GLOBAL TRANSPORTATION REINSURANCE CO., LTD., Defendants,
Civil Case No. 1:17-cv-00180-MR-DLH (W.D.N.C) against the
Defendants Louis J. Normand, Jr., individually and as trustee of
the American Success Irrevocable Trust, Truck Capital, LLC, Coast
Management Systems, LLC, and Global Transportation Reinsurance Co.,
Ltd., alleging that the Defendants breached a guaranty agreement
guaranteeing the performance of non-party National Truck Funding,
LLC, under a Note Agreement and related Promissory Note, and
seeking to recover amounts due under the Promissory Note from the
date of National Truck's alleged default.

Prior to the commencement of this action, on June 25, 2017,
National Truck filed a voluntary petition under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of Mississippi and subsequently listed the
Plaintiff as a creditor who has claims secured by National Truck's
property and identified the Defendants as co-debtors on the debt to
Plaintiff.

The Defendants moved to transfer the venue of this action to the
Southern District of Mississippi on the grounds that this action is
a proceeding "arising in or related" to National Truck's Chapter 11
case. The Defendants further moved to stay this action pending a
resolution of the motion to transfer. The Plaintiff opposed both
motions. Having assessed the records, District Judge Martin
Reidinger grants the Defendants' motion to transfer venue but
denied their motion to stay, or in the alternative, motion to
extend deadline to file answer or other responsive pleadings as
moot.

In determining whether a transfer of venue would serve the interest
of justice, the Court may consider a number of factors, including
the following: (a) the economic administration of the bankruptcy
estate; (b) the presumption in favor of trying cases related to a
bankruptcy case in the court in which the bankruptcy is pending;
(c) judicial efficiency; (d) ability to receive a fair trial; (e)
the state's interest in having local controversies decided within
its borders; (f) enforceability of any judgment rendered; and (g)
the plaintiff's original choice of forum.

In the present case, the Court concludes that these factors, on
balance, weigh in favor of transfer. Transferring the case to the
Southern District of Mississippi more efficiently permits the
handling of the claims by common counsel and within the same Court
to promote the most economic and efficient administration of the
bankruptcy estate, particularly in the allocation and distribution
of any potential proceeds. Given the substantial impact
adjudication of this action would have on the bankruptcy estate as
well as the administrative efficiency promoted by the coordinated
resolution of this action and the Chapter 11 case, the Court
concludes that transfer of this matter to the "home court" where
the bankruptcy is pending is in the interest of justice and further
serves judicial efficiency.

As for the remaining factors, the Plaintiff has failed to
demonstrate that it could not get a fair trial in the Southern
District of Mississippi or that the enforceability of any judgment
obtained there would be impaired. While a transfer of venue would
contravene the Plaintiff's original choice of forum, the Court
concludes that the balance of factors weigh heavily in favor of
transfer.

A full-text copy of the Court's Memorandum of Decision and Order
dated Jan. 26, 2018 is available at https://is.gd/OyxjXr from
Leagle.com.

Yolo Capital, Inc., Plaintiff, represented by Peter Upson Kanipe,
McGuire, Wood & Bissette, P.A. & Joseph Pinckney McGuire, McGuire,
Wood & Bissette, P. A.

Louis J. Normand, Jr., Individually and as trustee for American
Success Irrevocable Trust, Truck Capital, LLC, Coast Management
Systems, LLC & Global Transportation Reinsurance Co., Ltd.,
Defendants, represented by Joseph Kellam Warren --
kellam@mainsaillawyers.com -- Mainsail Lawyers.

                  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., their 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.


NATURESCAPE HOLDING: GemCap Qualified as Petitioning Creditor
-------------------------------------------------------------
Judge Leslie B. Kobayashi of the U.S. District Court for the
District of Hawaii issued an order affirming the bankruptcy court's
orders in the cases captioned NATURESCAPE HOLDING GROUP INT'L INC.,
Appellant, v. GEMCAP LENDING I, LLC; KAREN FAZZIO; HAGADONE HAWAII
INC.' THOMAS SPRUANCE; MARIO HOOPER; and GEORGE VAN BUREN,
Appellees. LISA J. BATEMAN and BROOKE DECKER, Appellants, v. GEMCAP
LENDING I, LLC; KAREN FAZZIO; HAGADONE HAWAII INC.; THOMAS
SPRUANCE; MARIO HOOPER; and GEORGE BAN BUREN, Appellees, Civil Nos.
17-00015 LEK-RLP, 17-00017 LEK-RLP (D. Haw.).

In the instant appeals, Naturescape and the Owners argue that the
bankruptcy court erred in granting summary judgment and entering
the Relief Order because the Amended Involuntary Petition was not
supported by three petitioning creditors whose claims were not
subject to bona fide disputes. Appellants assert that:
Naturescape's liability to GemCap was disputed and, even if it was
liable, the amount of the liability was disputed; Hagadone's and
Spruance's claims were precluded by the collateral estoppel
doctrine; and the bankruptcy court found that there was a bona fide
dispute as to Fazzio's claim. Appellants concede that Hooper was a
qualified petitioning creditor.

The District Court finds that the bankruptcy court did not err when
it concluded that GemCap, Hagadone, and Spruance were qualified
petitioning creditors. Further, Appellants did not challenge the
bankruptcy court's ruling that Hooper was a qualified petitioning
creditor. Thus, there were at least three qualified petitioning
creditors for purposes of section 303(b)(1), and the total of their
claims exceeded the required aggregate amount. The Court,
therefore, rejects Appellants' argument that the bankruptcy court
lacked jurisdiction to issue the Summary Judgment Order because the
Involuntary Petition was not supported by the claims of at least
three qualified petitioning creditors. Naturescape's appeal and the
Owners' appeal are therefore denied, and the bankruptcy court's
Summary Judgment Order and Relief Order are affirmed.

A full-text copy of the Court's Jan. 31, 2018 Order is available at
https://is.gd/Sy3e4l from Leagle.com.

Naturescape Holding Group Int'l Inc., Appellant, represented by
Frederick J. Arensmeyer, Dubin Law Offices & Gary Victor Dubin,
Dubin Law Offices.

GemCap Lending 1, LLC, Appellee, represented by Kristin L. Holland
-- kholland@ahfi.com -- Alston Hunt Floyd & Ing & Louise K.Y. Ing
-- Ling@ahfi.com -- Alston Hunt Floyd & Ing.

Karen R. Fazzio & Mario Hooper, Appellees, represented by Louise
K.Y. Ing , Alston Hunt Floyd & Ing & Ted N. Pettit , Case Lombardi
& Pettit.

Thomas Spruance & Hagadone Hawaii, Inc., doing business as This
Week Publications, Appellees, represented by Ted N. Pettit --
tpettit@caselombardi.com -- Case Lombardi & Pettit.

George Van Buren, Appellee, represented by Susan A. Tius --
STius@rmhawaii.com -- Rush Moore LLP A Limited Liability Law
Partnership.

Elizabeth A. Kane, Chapter 11 Trustee, Trustee, represented by
Alika L. Piper -- apiper@kplawhawaii.com -- Klevansky Piper, LLP &
Simon Klevansky -- sklevansky@kplawhawaii.com -- Klevansky Piper,
LLP.

                   About Naturescape Holding

GemCap Lending I, LLC and two other creditors of Naturescape
Holding Group International Inc. filed an involuntary Chapter 11
petition (Bankr. D. Ha. Case No. 16-00982) against the company on
September 16, 2016. The two other creditors are Karen Fazzio and
Mario Hooper.

On the same day, four creditors filed an involuntary Chapter 11
petition (Bankr. D. Ha. Case No. 16-00984) against Mountain Thunder
Coffee Plantation Int'l Inc., an affiliate of Naturescape. The
creditors are Hagadone Hawaii Inc., Thomas Spruance, Joseph Hing,
Sr. and Russell Komo.

Both cases are assigned to Judge Robert J. Faris.  The Naturescape
creditors are represented by Alston Hunt Floyd & Ing.  Case
Lombardi & Pettit serves as legal counsel to the MTC creditors.  

On November 16, 2016, Elizabeth Kane was appointed as the Chapter
11 trustee for the Debtors.  Klevansky Piper, LLP, and Peter
Matsumoto serve as her legal counsel and accountant, respectively.

Upon the appointment of the trustee, the Debtors' exclusive right
to file a bankruptcy plan was terminated.  On December 20, 2016,
GemCap Lending filed its joint Chapter 11 plan of reorganization
for the Debtors.

An official committee of unsecured creditors was appointed in the
case.  The committee proposed Case Lombardi & Pettit to be its
legal counsel.

George Van Buren, the state court receiver of Naturescape, is
represented by Rush Moore LLP.


NEW VAC: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating (CFR)
at B2 and a Probability of Default Rating (PDR) at B2-PD to New VAC
Intermediate Holdings BV (VAC). Moody's assigned a B2 rating to the
proposed $230 million senior secured credit facility being issued
by VAC Germany Holdings GmbH with New VAC US LLC as a co-borrower.
Proceeds from the issuance along with a portion of the proceeds
from the sale of EaglePicher Technologies will fund the repayment
of the current Vectra Co. debt that was issued out of Duke Finance,
LLC. Consequently, all ratings at Duke Finance, LLC will be
withdrawn at the close of the transaction. The rating outlook is
stable.

Moody's assigned the following ratings:

New VAC Intermediate Holdings BV:

Corporate Family Rating, at B2;

Probability of Default, at B2-PD.

The rating outlook is stable.

The following ratings were assigned at VAC Germany Holdings GmbH
and also at New VAC US LLC:

GTD senior secured credit facility rated B2 (LGD3).

The rating outlook for VAC Germany Holdings GmbH is stable.

RATINGS RATIONALE

The assignment of a B2 CFR to New VAC Intermediate Holdings BV
reflects its high financial leverage, short operating history as a
stand-alone company, and ongoing pressure to reduce costs. VAC
benefits from global coverage with Europe representing over 60% of
revenues and the Asia-Pacific region expected to exceed 25% of
revenue. The company focuses on specialty engineering around its
special magnetic materials and components, and has minimal customer
concentration. Moreover, VAC often has an entrenched position with
customers because once it is contracted it is often maintained as
the supplier for the duration of the end product. Moody's
anticipates demand for its niche product offerings to grow over the
intermediate term, with improving margins and positive free cash
flow generation as a result.

The rating benefits from the ongoing opportunity to improve its
already solid margins by expanding its manufacturing in lower cost
countries. The rating is constrained by significant leverage with
debt-to-EBITDA of almost 7.0 times on a Moody's adjusted basis due
in part to its relatively large underfunded pension totaling over
$200 million. The company's relatively small revenue base along
with significant product concentration after the sale of
EaglePicher is considered a ratings negative.

The B2 rating on the senior secured credit facility issued by
co-borrowers VAC Germany Holdings GmbH and by New VAC US LLC
reflects the credit facility comprising the majority of the debt in
the capital structure before giving effect to the pension which
Moody's view as an unsecured claim. In a default scenario, Moody's
believe the credit facility's recovery would be in line with that
represented by the CFR due in part to the guarantee from New VAC
Intermediate Holdings BV.

A portion of the proceeds from the EaglePicher Technologies sale
along with the $200 million new first lien term loan will be the
primary sources to fund the repayment of the existing $480 million
first lien term loan at Duke Finance, LLC. The new capital
structure will be mostly debt financed.

The ratings could be upgraded if the company reduces debt-to-EBITDA
leverage to under 5.0 times on a sustainable and Moody's adjusted
basis. A track record of improving margins would also be necessary
in order for the ratings to be upgraded.

The ratings could be downgraded if a dividend resulted in higher
leverage or if the company experienced margin weakness. The ratings
could also be downgraded if the company fails to make progress
towards deleveraging to below 6.25 times over the next 12 months.
Although Moody's anticipate slow revenue growth, a contraction in
sales or EBITDA could pressure the ratings.

VAC Germany Holding GmbH, along with its co-borrower New VAC US LLC
operate under New VAC Holdings TopCo BV, with Apollo as the
controlling shareholder. The company focuses on specialty magnetic
materials and components serving key global markets, including
automotive systems, industrial automation, and the medical
community. Headquartered in Hanau Germany, it will be reporting in
Euros. The company operates manufacturing facilities in Europe and
Asia. Total annual revenues are anticipated for 2018 to be below
$500 million.

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



OCI PARTNERS: Moody's Assigns 'B1' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
(CFR) to OCI Partners LP and assigned B1 ratings to its new $400
million senior secured Term Loans due 2025; OCI Beaumont LLC (OCIB)
is the guarantor. Moody's effectively raised the CFR rating at OCI
from the previously assigned B2 CFR at OCIB as a result of
improvement metrics and outlook, which reflects the improvement in
methanol fundamentals and pricing, as well as the strong parent
support exhibited during recent market weakness. Net proceeds from
the new secured Term loan at OCI will be used to repay the existing
Term Loan B at OCIB, repay amounts outstanding on the existing
Revolving Credit Facility, and to partially repay outstandings
under the subordinated related-party Term Loan. The rating outlook
is stable.

OCI Partners LP

Corporate Family Rating, Assigned at B1

Probability of Default Rating, Assigned at B1-PD

Speculative Grade Liquidity Rating, Assigned at SGL-3

$400 million Gtd. Term Loan due 2025 Assigned at B1 (LGD3)

$40 million Gtd. Revolving Credit Facility due 2020 Assigned at B1
(LGD3)

Outlook is stable

RATINGS RATIONALE

OCI's B1 CFR and B1 senior secured bank facility rating are
supported by its advantaged North American natural gas feedstock
position, strategic production location on the Texas Gulf Coast,
and stable relationships with large customers. The rating also
reflects demonstrated parent company support including equity
contributions, suspension or reduction of distributions, and
intercompany term loan and revolver financing during previous
periods of cyclical weakness and to support completion of
production-related projects.

The rating is limited by OCI's single site location on the Gulf
Coast, small scale as measured by revenue and production assets,
and its customer and supplier concentration. The rating is also
limited by OCI's variable distribution master limited partnership
(MLP) structure, that results in a large portion of free cash flow
distributed to unit holders over time, after accounting for cash
reserves and market conditions, and has historically pressured the
rating. Exposure to two commodity products that exhibit cyclicality
as well as volatility also limits the rating.

OCI's rating is supported by its majority owner who is a subsidiary
of OCI N.V. The rating incorporates the parent support demonstrated
by supportive actions including equity contributions of $120
million over 2014 and 2015 to complete its expansion projects, and
the suspension of its distributions in the first and second
quarters of 2015 during the plant shutdown to complete construction
tie-ins. In 2016, the parent cut the MLP distributions for the
second through fourth quarters so as to support OCI's finances
during this period; distributions were resumed through all of
2017.

The methanol and ammonia industries have experienced significant
cyclicality and faced price contraction in recent years due to
overcapacity. In 2018, Moody's anticipate better methanol
profitability than in recent years, but profitability could come
under pressure as methanol markets face new global capacity.
However, increased demand from MTO markets should buffer any impact
on methanol prices that results from new industry capacity.

OCI's SGL-3 reflects adequate liquidity and is constrained by the
MLP structure that dividends out the vast majority of free cash
flow. Its liquidity is supported by a new $40 million bank senior
secured bank revolver and expectations for positive free cash flow
in 2018 due to improved methanol prices. Proceeds from the new debt
raise will be used to pay down the remaining balance outstanding on
the term loan B, pay down most of the intercompany term loan and to
pay down outstandings under the existing revolver.

The bank revolving credit agreement has a maximum senior secured
net leverage ratio set at 5.25x, the calculation of which can
include pro forma effect from projects under construction, run-rate
operating improvements and cost synergies projected by management,
and the effects on EBITDA as a result of an equity cure provision
from the parent. Moody's expects that the company will be in
compliance with its covenants for the next 12-18 months. There are
change of control provisions on both the revolver and term loan.
Amortization payments are 1% annually on the term loan due 2025,
payable quarterly.

The stable outlook reflects Moody's expectation for better methanol
industry dynamics and improved pricing, offsetting the weak ammonia
markets and outlook. LTM leverage should decrease in 2018, as the
stronger results from improved methanol markets generate 2018
earnings that provide metrics supporting the B1 rating.

The rating could be upgraded if the company were to achieve and
sustain RCF/TD of at least 15% and leverage significantly below
4.0x, both on a sustained basis, and demonstrate meaningful
liquidity improvements. If industry conditions deteriorate such
that free cash flow is negative for a couple of quarters or more
Moody's could lower the rating. Additionally if leverage is
sustainably above 5.0x or liquidity deteriorates, a downgrade would
be considered.

The principal methodology used in these ratings was Chemical
Industry published in January 2018.

OCI Beaumont LLC (OCIB), headquartered in Beaumont, TX, operates a
single-site Gulf Coast petrochemical facility that has nameplate
capacity of 913 thousand tonnes per year of methanol and 331
thousand tonnes per year of ammonia. OCIB had revenues of
approximately $311 million for the twelve months ended September
30, 2017. OCIB is 100% owned by OCI Partners LP, a variable
distribution public master limited partnership (MLP), which is
88.75% owned by OCI N.V. OCI N.V. indirectly owns the general
partner, and is the majority owner of OCI Partners LP, and is a
global producer of natural gas-based fertilizers and methanol based
in the Netherlands. OCI N.V. was formerly known as Orascom
Construction Industries S.A.E. (Egypt). OCI N.V. operates nitrogen
fertilizer plants in Egypt, Algeria, The Netherlands and the US. It
is also a distributor of fertilizers globally. OCI N.V. is listed
on the NYSE Euronext in Amsterdam and had a market capitalization
of roughly $4.2 billion as of February 5, 2018.


OMEROS CORP: Ingalls & Snyder Has 11.9% Stake as of Dec. 31
-----------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Ingalls & Snyder, LLC disclosed that as of Dec. 31,
2017, it beneficially owns 5,714,180 shares of common stock of
Omeros Corporation, constituting 11.9 percent of the shares
outstanding.  Ingalls & Snyder, LLC is a registered broker dealer
and a registered investment advisor.  A full-text copy of the
regulatory filing is available at https://is.gd/BZHUaF

                   About Omeros Corporation

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

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

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

As of Sept. 30, 2017, Omeros had $125.5 million in total assets,
$116.3 million in total liabilities and $9.21 million in total
shareholders' equity.


OMINTO INC: Delays Filing of Dec. 31 Quarterly Report
-----------------------------------------------------
Ominto, Inc., notified the Securities and Exchange Commission via
Form 12b-25 that it would delay the filing of its quarterly report
on Form 10-Q for the period ended Dec. 31, 2017.

"We are unable to file our quarterly report on Form 10-Q within the
prescribed time period due to our focus on the completion of our
Form 10-K yet to be filed for our fiscal year ended September 30,
2017 and the dedication of our resources toward its completion.  We
do not anticipate filing such annual report within the prescribed
five-day time period but will continue our efforts to do so as soon
as practicable," said the Company in the regulatory filing.

                      About Ominto, Inc.

Based in Boca Raton, Florida, Ominto, Inc. --
http://inc.ominto.com/-- is a global e-commerce company and
pioneer of online Cash Back shopping, delivering value-based
shopping and travel deals through its primary shopping platform and
affiliated Partner Program websites.  At DubLi.com or at Partner
sites powered by Ominto.com, consumers shop at their favorite
stores, save with the best coupons and deals, and earn Cash Back
with each purchase.  The Ominto.com platform features thousands of
brand name stores and industry-leading travel companies from around
the world, providing Cash Back savings to consumers in more than
120 countries.  Ominto's Partner Programs offer a white label
version of the Ominto.com shopping and travel platform to
businesses and non-profits, providing them with a professional,
reliable web presence that builds brand loyalty with their members,
customers or constituents while earning commission for the
organization and Cash Back for shoppers on each transaction.

Ominto reported a net loss of $10.30 million for the year ended
Sept. 30, 2016, and a net loss of $11.69 million for the year ended
Sept. 30, 2015.  As of June 30, 2017, Ominto had $58.38 million in
total assets, $43.39 million in total liabilities and $14.99
million in total equity.


ONCOBIOLOGICS INC: Extends Term of Series A Warrants
----------------------------------------------------
Oncobiologics, Inc., has extended the expiration date of its
outstanding Series A warrants (NASDAQ: ONSIW; CUSIP number 68235M
113) to the earlier to occur of 5:00 p.m. New York City time on (a)
the date that is 20 business days after the date on which the
closing sales price of the common stock is greater than or equal to
$7.25 per share and (b) Feb. 18, 2019, by entering into a second
amendment to that certain Warrant Agreement dated as of May 18,
2016 by and between the Company and the American Stock Transfer &
Trust Company, LLC, as warrant agent.

The Series A warrants were issued as part of the units in
Oncobiologics' May 2016 initial public offering and are exercisable
for shares of its common stock at an exercise price of $6.60 per
share.  The Series A warrants, as previously extended, would have
expired at 5:00 p.m. New York City time on Feb. 18, 2018.

The Series A Warrants to purchase up to an aggregate of 3,333,333
shares of the Company's common stock, par value $0.01 per share,
were originally issued as part of the units in the Company's May
2016 initial public offering.  

The Series A warrants and the common stock issuable upon exercise
of the Series A warrants are covered by a registration statement on
Form S-1, as amended, previously filed with and declared effective
by the Securities and Exchange Commission.

                     About Oncobiologics

Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics.  The Cranbury, New Jersey-based Company's current
focus is on technically challenging and commercially attractive
monoclonal antibodies, or mAbs, in the disease areas of immunology
and oncology.

Oncobiologics reported a net loss attributable to common
stockholders of $40.02 million for the year ended Sept. 30, 2017,
compared to a net loss attributable to common stockholders of
$63.13 million for the year ended Sept. 30, 2016.  As of Sept. 30,
2017, Oncobiologics had $20.73 million in total assets, $51.46
million in total liabilities, $2.92 million in series A convertible
preferred stock, and a $33.65 million total stockholders' deficit.

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2017, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2017 of
$186.2 million, $13.5 million of senior secured notes due in
December 2018 and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.


P3 FOODS: Allowed to Continue Using Cash Collateral Until March 13
------------------------------------------------------------------
Judge Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered, at the behest of P3
Foods, LLC, a 17th interim order authorizing the continued use of
PNC Equipment Finance, LLC 's cash collateral solely to pay
ordinary and necessary expenses as set forth on the Budget through
March 13, 2018.

The Seventeenth Interim Order authorizes the Debtor to use cash of
$953,001 during the period from February 12, 2018 through March 13,
2018

In consideration of and as adequate protection for any diminution
in the value of PNC Equipment's cash and non-cash collateral
arising from the Debtor's use of cash collateral:

     (a) PNC Equipment is granted postpetition replacement liens,
to the same extent and with the same priority it held prepetition
on the same type of assets. Such adequate protection liens will be
a valid, perfected, first priority lien in favor of PNC Equipment
against all prepetition and postpetition assets of the Debtor of
the same kind and type and to the same extent and priority as
existed as of the Petition Date;

     (b) The Debtor will maintain all necessary insurance as may be
currently in effect, and obtain such additional insurance in an
amount as is appropriate for the business in which the Debtor is
engaged;

     (c) PNC Equipment will have the right to inspect the
collateral or the assets subject to its Adequate Protection Liens
as well as the Debtor's books and records; and

     (d) The Debtor will make an adequate protection payment to PNC
Equipment in the amount of $16,428.

In addition, 20/20 Franchise Funding and Leaf Capital Funding are
each granted with a post-petition replacement lien, to the same
extent and with the same priority as they respectively held
prepetition on the same type of assets.

In addition, on or before March 15, 2018, the Debtor will make
these adequate protection payments to its secured creditors:

     (i) 20/20 Franchise Funding LLC in the amount of $4,835; and

    (ii) Leaf Capital Funding in the amount of $797.

The Debtor's Motion for use of cash collateral is continued for a
hearing on March 6, 2018 at 10:00 a.m.

A full-text copy of the 17th Interim Order is available at

             http://bankrupt.com/misc/ilnb16-32021-199.pdf

                         About P3 Foods

P3 Foods, LLC, operator of nine Burger King franchises in
Minneapolis, Minnesota, filed a chapter 11 petition (Bankr. N.D.
Ill. Case No. 16-32021) on Oct. 6, 2016.  Judge Donald Cassling is
the case judge.  The Debtor tapped Richard L. Hirsh, Esq., at
Richard L. Hirsh, P.C., as counsel.  The Debtor also engaged
Aldridge Chasewater LLC as accountant.  An official committee of
unsecured creditors has not been appointed in the case.


PALMAZ SCIENTIFIC: Court Junks Trustee's Suit vs Insurica, et al.
-----------------------------------------------------------------
Bankruptcy Judge Craig A. Gargotta entered an order granting
intervenor-defendant Insurica, Inc.'s motion to dismiss the
adversary proceeding captioned MILO H. SEGNER, JR., Liquidating
Trustee of the Palmaz Scientific Litigation Trust, v. ADMIRAL
INSURANCE CO., et al., JULIO PALMAZ, M.D., et al.,
Intervenor-Plaintiffs, v. ADMIRAL INSURANCE CO., et al.
Intervenor-Defendants, Adversary No. 17-05027-CAG (Bankr. W.D.
Tex.) for lack of subject matter jurisdiction.

PSI filed for bankruptcy under chapter 11 of the Bankruptcy Code in
2016. Pursuant to Debtors' plan of reorganization, which was
confirmed by the Court on July 15, 2016, and became effective on
August 12, 2016, the Palmaz Scientific Litigation Trust was created
and a Litigation Trustee was appointed to pursue possible causes of
action for breaches of fiduciary duty against former officers and
directors of PSI. The Litigation Trustee brought suit in state
court on March 3, 2016, against several former officers and
directors on behalf of PSLT. Three of those former officers and
directors are the Plaintiffs in this action. Upon filing in state
court, the insurance carriers asserted that no coverage existed for
the Litigation Trustee's claims because of an exclusion in the D&O
Policies barring claims brought by one insured against another
insured ("insured versus insured clause").

The Litigation Trustee returned to Court and instituted an
adversary proceeding to determine whether the insured versus
insured clause applies. Plaintiffs filed an Amended Complaint in
Intervention and seek reformation of the D&O Policies or, in the
alternative, damages from Defendant for negligent misrepresentation
and fraud in the brokering of the D&O Policies. Plaintiffs' claim
that they instructed Defendant to renew the D&O Policies with the
same substantive coverage as their previous policies and PSI
purchased the 2015 D&O policies based on Defendant's representation
that the coverage was the same. The dispute between Plaintiffs and
Defendant pertains to the "Bankruptcy Exception" that was included
in the 2014 D&O polices but were excluded from the 2015 D&O
policies. The Bankruptcy Exception exempts "any claim, in any
bankruptcy proceeding by or against the Insured Entity" from the
insured versus insured clause.

Defendant filed a motion to dismiss for lack of subject matter
jurisdiction. Defendant asserts that Plaintiffs' Complaint does not
assert claims that would be classified as "core" proceedings nor
are Plaintiffs' claims "non-core" proceedings ("related to" the
bankruptcy) under 28 U.S.C. section 1334(b). Moreover, Defendants
argue that the Court's jurisdiction over the matter is limited
because the matter was filed post-confirmation.

Plaintiffs' Response counters that the Court has subject matter
jurisdiction because: (1) the Court retained jurisdiction for
disputes concerning the D&O Policies in the Plan and Confirmation
Order; (2) Plaintiffs' claims are "related to" PSI's bankruptcy;
and (3) Plaintiffs' claims "arise in" PSI's bankruptcy. In
Defendant's Reply to Plaintiffs' Response, Defendant addressed each
of the three counterarguments raised by the Plaintiffs. First,
Defendants argue that the Court's retention of jurisdiction to
resolve disputes arising in connection with the interpretation,
implementation, or enforcement of the Plan cannot independently
confer jurisdiction. Second, Plaintiffs' claims are not related to
PSI's bankruptcy because the claims have no effect on the estate.
Lastly, Defendants' argue that Plaintiffs' basis for arising in
jurisdiction is based on a "but for" test which has been rejected
by the First Circuit in Gupta v. Quincy Medical Center and is
therefore not a valid test for determining whether the Court has
arising in jurisdiction over the matter.

The Court finds the dispositive issue, in this case, to turn on
whether the Court has post-confirmation related to subject matter
jurisdiction. The parties' arguments are based on principles of
pre-confirmation jurisdiction which assume that an estate exists.
Because the Debtors' plan of reorganization has been confirmed,
there is no estate; the disposition of this case, therefore, will
depend on the Court's post-confirmation subject matter
jurisdiction. The Court finds that it does not have subject matter
jurisdiction because the Plaintiff's claims are post-confirmation
disputes extending beyond interpreting, implementing, or enforcing
the Plan.

A copy of the Court's Memorandum Opinion and Order dated Jan. 31,
2018 is available at https://is.gd/K4wBQn from Leagle.com.

Colony Insurance Company, Defendant, represented by Sean J.
McCaffity, Sommerman, McCaffity & Quesada, LLP.

Admiral Insurance Co., Defendant, represented by Thomas M.
Spitaletto, Wilson Elser Moskowitz Edelman & Dicker LLP.

Colony Insurance Company, Defendant, represented by Ronald
Hornberger -- rhornberger@pg-law.com -- Plunkett Griesenbeck &
Mimari, Inc. & Erica Kerstein -- kersteine@whiteandwilliams.com --
White and Williams LLP.

Allied World Assurance Company, Defendant, represented by Michael
A. Balascio -- mbalascio@barrassousdin.com -- Barrasso Usdin
Kupperman Freeman & Sarve.

Federal Insurance Company, Defendant, represented by L. Kimberly
Steele --  kimberly.steele@clydeco.us -- Clyde & Co US LLP.

Hiscox Insurance Company, Defendant, represented by Nicolas Yanco
Aitches-Gavrizi, Thompson Coe Cousins and Irons & Wade Caven
Crosnoe, Thompson Coe Cousins & Irons, LLP.

Insurica, Inc., Defendant, represented by Jeffrey G. Tinkham --
tinkham@mdjwlaw.com -- Martin, Disiere, Jefferson & Wisdom.

John Asel, Intervenor, represented by Andy Taylor --
ataylor@andytaylorlaw.com -- Andy Taylor & Associates, P.C.

Julio Palmaz, Intervenor, represented by Caroline Newman Small --
csmall@dslawpc.com -- Davis & Santos, P.C.

Steven Solomon, Intervenor, represented by Thomas M. Melsheimer --
tmelsheimer@winston.com --Winston & Strawn LLP.

                  About Palmaz Scientific

Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.

Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
The petitions were signed by Eugene Sprague as director.

The Debtors estimated both assets and liabilities of $10 million to
$50 million.

The cases are assigned to Judge Craig A. Gargotta.

The Debtors have engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants, and Upshot Services LLC as noticing
agent.


PATTERSON PARK: S&P Lowers 2010A/B Revenue Bonds Rating to BB
-------------------------------------------------------------
S&P Global Ratings lowered its rating to 'BB' from 'BB+' on
Maryland Health & Higher Education Facilities Authority's series
2010A and taxable series 2010B revenue bonds, issued on behalf of
Patterson Park Public Charter School (Patterson Park or PPPCS). The
outlook is stable.

"The lowered rating is partly based on our revised criteria,
published on Jan. 3, 2017," said S&P Global Ratings credit analyst
Kaiti Wang. "The rating further reflects our view of the school's
continued operating pressures and ongoing full-accrual deficits
with no corrective action to fix the structural deficits
anticipated within the one-year outlook period," Ms. Wang added.

Patterson Park Public Charter School is a pre-kindergarten to
eighth grade school located in Baltimore, adjacent to Patterson
Park. The school focuses on a thematic, community-minded approach
to education, and it draws students exclusively from Baltimore
City. The school currently operates three buildings on one campus.


PES HOLDINGS: North Yard Taps Bielli & Klauder as Co-Counsel
------------------------------------------------------------
North Yard GP, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Bielli & Klauder, LLC.

The firm will serve as co-counsel with Proskauer Rose LLP and will
also represent North Yard GP, an affiliate of PES Holdings LLC, in
matters in which a conflict exists between the company and its
equity holders or affiliates, and between the company and directors
or officers of its affiliates.

The firm's hourly rates are:

     Partners              $350 to $375
     Of Counsel                $325
     Associates            $205 to $225
     Paraprofessionals     $150 to $175

David Klauder, Esq., at Bielli & Klauder, disclosed in a court
filing that his firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Klauder disclosed that the firm has not agreed to any variations
from, or alternatives to, its standard billing arrangements; and
that no professional at the firm has varied his rate based on the
geographic location of North Yard GP's bankruptcy case.

Mr. Klauder also disclosed that North Yard GP has already approved
the firm's budget and staffing plan for the period Jan. 21 to April
30, 2018.

Bielli & Klauder can be reached through:

     David M. Klauder, Esq.
     Bielli & Klauder, LLC
     1204 N. King Street
     Wilmington, DE 19801
     Phone: (302) 803-4600
     Fax: (302) 397-2557
     E-mail: dklauder@bk-legal.com

                      About PES Holdings

Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC --
http://pes-companies.com/-- owns an oil refining complex.  The
Philadelphia Energy Solutions Refining Complex operates two
domestic refineries -- Girard Point and Point Breeze -- in South
Philadelphia.  The refinery processes approximately 335,000 barrels
of crude oil per day (42 U.S. gallons per barrel).  In addition to
producing unbranded gasoline (87, 89 and 93 octane), PES also
produces jet fuel, cleaner-burning diesel, petrochemicals,
liquefied petroleum gas and sulfur in the Northeast.  The company
offers a variety of diesels, including ultra-low-sulfur diesel,
non-road, heating oil, locomotive/marine and non-jet kerosene.  PES
employs over 1,000 people.  PES is owned by The Carlyle Group and a
subsidiary of Energy Transfer Partners, L.P.  

PES Holdings and 8 of its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10122) on Jan. 21, 2018.  In the petition signed by Gregory G.
Gatta, manager, PES estimated assets and liabilities of $1 billion
to $10 billion.

The Hon. Kevin Gross is the case judge.

The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as
financial advisor; Alvarez & Marsal North America, LLC as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.  

In addition, debtor North Yard GP, LLC, tapped Proskauer Rose LLP
as its conflicts counsel, and Bielli & Klauder, LLC, as co-counsel.
Debtor Philadelphia Energy Solutions Refining and Marketing LLC
tapped Chipman Brown Cicero & Cole, LLP as Delaware counsel, and
Curtis, Mallet-Prevost, Colt & Mosle LLP as its conflicts counsel.


PES HOLDINGS: North Yard Taps Proskauer Rose as Conflicts Counsel
-----------------------------------------------------------------
North Yard GP, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Proskauer Rose LLP as its
legal counsel.

The firm will represent North Yard GP, an affiliate of PES Holdings
LLC, in matters in which a conflict exists between the company and
its equity holders or affiliates, and between the company and
directors or officers of its affiliates.

The firm's hourly rates are:

     Partners              $935 to $1,550
     Senior Counsel        $935 to $1,195
     Associates            $545 to $1,075
     Paraprofessionals     $215 to $460

On Sept. 18, 2017, the Debtor paid the firm an initial retainer in
the sum of $100,000.  Subsequently, the Debtor paid additional
retainers totaling $545,283.

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

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Young disclosed that the firm has not agreed to any variations
from, or alternatives to, its standard billing arrangements; and
that no professional at the firm has varied his rate based on the
geographic location of North Yard GP's bankruptcy case.

Mr. Young also disclosed that North Yard GP has already approved
the firm's budget and staffing plan for the period January 21 to
April 30, 2018.

Proskauer can be reached through:

     Peter J. Young, Esq.
     Proskauer Rose LLP
     2049 Century Park East, Suite 3200
     Los Angeles, CA 90067-3206
     Tel: +1.310.284.4542
     Fax: +1.310.557.2193
     Email: pyoung@proskauer.com

                      About PES Holdings

Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC --
http://pes-companies.com/-- owns an oil refining complex.  The
Philadelphia Energy Solutions Refining Complex operates two
domestic refineries -- Girard Point and Point Breeze -- in South
Philadelphia.  The refinery processes approximately 335,000 barrels
of crude oil per day (42 U.S. gallons per barrel).  In addition to
producing unbranded gasoline (87, 89 and 93 octane), PES also
produces jet fuel, cleaner-burning diesel, petrochemicals,
liquefied petroleum gas and sulfur in the Northeast.  The company
offers a variety of diesels, including ultra-low-sulfur diesel,
non-road, heating oil, locomotive/marine and non-jet kerosene.  PES
employs over 1,000 people.  PES is owned by The Carlyle Group and a
subsidiary of Energy Transfer Partners, L.P.  

PES Holdings and 8 of its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10122) on Jan. 21, 2018.  In the petition signed by Gregory G.
Gatta, manager, PES estimated assets and liabilities of $1 billion
to $10 billion.

The Hon. Kevin Gross is the case judge.

The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as
financial advisor; Alvarez & Marsal North America, LLC as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.  

In addition, debtor North Yard GP, LLC, tapped Proskauer Rose LLP
as its conflicts counsel, and Bielli & Klauder, LLC, as co-counsel.
Debtor Philadelphia Energy Solutions Refining and Marketing LLC
tapped Chipman Brown Cicero & Cole, LLP as Delaware counsel, and
Curtis, Mallet-Prevost, Colt & Mosle LLP as its conflicts counsel.


PES HOLDINGS: PESRM Taps Chipman Brown as Delaware Counsel
----------------------------------------------------------
Philadelphia Energy Solutions Refining and Marketing LLC seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Chipman Brown Cicero & Cole, LLP.

The firm will serve as Philadelphia Energy's Delaware counsel and
will represent the company in matters in which a conflict exists
between the company and its equityholders, affiliates, directors or
officers.

The firm's hourly rates range from $475 to $645 for partners and
from $295 to $350 for associates.  Paralegals charge $225 per
hour.

The principal attorneys and paralegals proposed to represent the
Debtor and their hourly rates are:

     William Chipman, Jr.     $595
     Mark Olivere             $475
     David Giattino           $295
     Michelle Dero            $225

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

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Chipman disclosed that the firm has not agreed to any variations
from, or alternatives to, its standard billing arrangements; and
that no professional at the firm has varied his rate based on the
geographic location of Philadelphia Energy's bankruptcy case.

Mr. Chipman also disclosed that Philadelphia Energy has already
approved the firm's budget and staffing plan for the period January
21 to March 31, 2018.

Chipman Brown can be reached through:

     William E. Chipman, Jr., Esq.
     Chipman Brown Cicero & Cole, LLP
     Hercules Plaza
     1313 North Market Street, Suite 5400
     Wilmington, DE 19801
     Direct Dial:  (302) 295-0193
     E-mail: Chipman@ChipmanBrown.com

                      About PES Holdings

Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC --
http://pes-companies.com/-- owns an oil refining complex.  The
Philadelphia Energy Solutions Refining Complex operates two
domestic refineries -- Girard Point and Point Breeze -- in South
Philadelphia.  The refinery processes approximately 335,000 barrels
of crude oil per day (42 U.S. gallons per barrel).  In addition to
producing unbranded gasoline (87, 89 and 93 octane), PES also
produces jet fuel, cleaner-burning diesel, petrochemicals,
liquefied petroleum gas and sulfur in the Northeast.  The company
offers a variety of diesels, including ultra-low-sulfur diesel,
non-road, heating oil, locomotive/marine and non-jet kerosene.  PES
employs over 1,000 people.  PES is owned by The Carlyle Group and a
subsidiary of Energy Transfer Partners, L.P.  

PES Holdings and 8 of its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10122) on Jan. 21, 2018.  In the petition signed by Gregory G.
Gatta, manager, PES estimated assets and liabilities of $1 billion
to $10 billion.

The Hon. Kevin Gross is the case judge.

The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as
financial advisor; Alvarez & Marsal North America, LLC as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.  

In addition, debtor North Yard GP, LLC, tapped Proskauer Rose LLP
as its conflicts counsel, and Bielli & Klauder, LLC, as co-counsel.
Debtor Philadelphia Energy Solutions Refining and Marketing LLC
tapped Chipman Brown Cicero & Cole, LLP as Delaware counsel, and
Curtis, Mallet-Prevost, Colt & Mosle LLP as its conflicts counsel.


PES HOLDINGS: PESRM Taps Curtis Mallet-Prevost as Conflicts Counsel
-------------------------------------------------------------------
Philadelphia Energy Solutions Refining and Marketing LLC seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Curtis, Mallet-Prevost, Colt & Mosle LLP as its
legal counsel.

The firm will represent Philadelphia Energy, an affiliate of PES
Holdings LLC, in matters in which a conflict exists between the
company and its equityholders, affiliates, directors or officers.

The firm's hourly rates are:

     Partners              $830 to $990
     Of Counsel                $725
     Associates            $375 to $680
     Paraprofessionals     $225 to $255

On Sept. 20, 2017, Philadelphia Energy paid $100,000 to the firm,
which constituted a retainer.

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

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Reisman disclosed that the firm has not agreed to any variations
from, or alternatives to, its standard billing arrangements; and
that no professional at the firm has varied his rate based on the
geographic location of Philadelphia Energy's bankruptcy case.

Mr. Reisman also disclosed that Philadelphia Energy has already
approved the firm's budget and staffing plan for the period January
21 to March 31, 2018.

Curtis can be reached through:

     Steven J. Reisman, Esq.  
     Curtis, Mallet-Prevost, Colt & Mosle LLP
     101 Park Avenue
     New York, NY 10178-0061
     Tel: +1 212-696-6065 / +1 212-696-6000
     Fax: +1 212-697-1559

                      About PES Holdings

Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC --
http://pes-companies.com/-- owns an oil refining complex.  The
Philadelphia Energy Solutions Refining Complex operates two
domestic refineries -- Girard Point and Point Breeze -- in South
Philadelphia.  The refinery processes approximately 335,000 barrels
of crude oil per day (42 U.S. gallons per barrel).  In addition to
producing unbranded gasoline (87, 89 and 93 octane), PES also
produces jet fuel, cleaner-burning diesel, petrochemicals,
liquefied petroleum gas and sulfur in the Northeast.  The company
offers a variety of diesels, including ultra-low-sulfur diesel,
non-road, heating oil, locomotive/marine and non-jet kerosene.  PES
employs over 1,000 people.  PES is owned by The Carlyle Group and a
subsidiary of Energy Transfer Partners, L.P.  

PES Holdings and 8 of its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10122) on Jan. 21, 2018.  In the petition signed by Gregory G.
Gatta, manager, PES estimated assets and liabilities of $1 billion
to $10 billion.

The Hon. Kevin Gross is the case judge.

The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as
financial advisor; Alvarez & Marsal North America, LLC as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.  

In addition, debtor North Yard GP, LLC, tapped Proskauer Rose LLP
as its conflicts counsel, and Bielli & Klauder, LLC, as co-counsel.
Debtor Philadelphia Energy Solutions Refining and Marketing LLC
tapped Chipman Brown Cicero & Cole, LLP as Delaware counsel, and
Curtis, Mallet-Prevost, Colt & Mosle LLP as its conflicts counsel.


PES HOLDINGS: Taps Rust Consulting as Administrative Advisor
------------------------------------------------------------
PES Holdings, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire Rust Consulting/Omni Bankruptcy as
its administrative advisor.

The firm will provide bankruptcy administrative services, which
include the solicitation, balloting and tabulation of votes; the
preparation of reports in support of a Chapter 11 plan; and
managing and coordinating any distributions pursuant to the plan.

The firm's hourly rates are:

     Analyst                      $25 to $40
     Consultant                   $50 to $125
     Senior Consultant           $140 to $155
     Equity Services                 $175
     Technology/Programming       $85 to $135

Paul Deutch, executive managing director of Rust Consulting,
disclosed in a court filing that his firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Paul H. Deutch
     Rust Consulting/Omni Bankruptcy
     1120 Avenue of the Americas, 4th Floor
     New York, NY 10036
     Tel: 212-302-3580
     Fax: 212-302-3820

                      About PES Holdings

Headquartered in Philadelphia, Pennsylvania, PES Holdings, LLC --
http://pes-companies.com/-- owns an oil refining complex.  The
Philadelphia Energy Solutions Refining Complex operates two
domestic refineries -- Girard Point and Point Breeze -- in South
Philadelphia.  The refinery processes approximately 335,000 barrels
of crude oil per day (42 U.S. gallons per barrel).  In addition to
producing unbranded gasoline (87, 89 and 93 octane), PES also
produces jet fuel, cleaner-burning diesel, petrochemicals,
liquefied petroleum gas and sulfur in the Northeast.  The company
offers a variety of diesels, including ultra-low-sulfur diesel,
non-road, heating oil, locomotive/marine and non-jet kerosene.  PES
employs over 1,000 people.  PES is owned by The Carlyle Group and a
subsidiary of Energy Transfer Partners, L.P.  

PES Holdings and 8 of its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10122) on Jan. 21, 2018.  In the petition signed by Gregory G.
Gatta, manager, PES estimated assets and liabilities of $1 billion
to $10 billion.

The Hon. Kevin Gross is the case judge.

The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as
financial advisor; Alvarez & Marsal North America, LLC as
restructuring advisor; and Rust Consulting/Omni Bankruptcy as
claims and noticing agent.  

In addition, debtor North Yard GP, LLC, tapped Proskauer Rose LLP
as its conflicts counsel, and Bielli & Klauder, LLC, as co-counsel.
Debtor Philadelphia Energy Solutions Refining and Marketing LLC
tapped Chipman Brown Cicero & Cole, LLP as Delaware counsel, and
Curtis, Mallet-Prevost, Colt & Mosle LLP as its conflicts counsel.


PETROLEUM TOWERS: Wants Access to Cash Collateral on Interim Basis
------------------------------------------------------------------
Petroleum Towers - Cotter, LLC, requests the U.S. Bankruptcy Court
for the Western District of Texas to authorize its use, sale, or
lease of cash collateral on an interim basis in the continuing
operation of its business until such time as the Debtor's primary
assets are sold or a plan is confirmed.

The Debtor's sole source of revenue comes from the rents received
from tenants renting commercial office space at Petroleum Towers.
Currently, the gross rents expected to be received are
approximately $249,742 per month.

The Debtor asserts that it is critical for the Debtor to have
access to the rents collected so that it can continue to operate in
the ordinary course of business, pay for the critical repairs to
the buildings, pay for its normal operating expenses and
maintenance, and provide adequate office space and common areas for
its tenants.

According to the Debtor's books, the secured lender Broadway
National Bank is owed approximately $15,919,891 on the first note
and $346,134 on the second note.

According to the Bexar County Tax Assessor/Collector's website, the
Debtor owes $718,419 in delinquent ad valorem taxes, and a tax suit
was pending in State District Court at the time of filing this
case.

The Debtor believes that there appears to be a sufficient amount of
equity in the Petroleum Towers properties to pay the ad valorem
taxing entities, Broadway National Bank, mechanic's lien
claimant(s) and all priority and general unsecured creditors.

The Debtor proposes to provide adequate protection to the party
with an interest in cash collateral in the following manner:

      (a) Granting a replacement lien to the same extent, priority
and validity as its prepetition lien;

      (b) Providing for and authorizing the Debtor to escrow
monthly sums for payment of future ad valorem property taxes;

      (c) Providing that the Debtor will maintain insurance
coverage for the properties giving rise to the cash collateral;
and

      (d) Providing that the Debtor will continue to operate its
business in the ordinary course of business thus generating
additional cash collateral.

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

          http://bankrupt.com/misc/txwb18-50197-8.pdf

                 About Petroleum Towers - Cotter

Petroleum Towers - Cotter, LLC is the owner of the twin 8-story
Petroleum Towers located at 8626/8700 Tesoro Dr. San Antonio, TX
78217. The Towers --
http://www.cotteroffices.com/portfolio-type/petroleum-towers--
feature parking space, quick access to major arteries, close
proximity to hotels, restaurants, retailers and business services,
24/7 card-key building access, and an on-site management and
maintenance team.

Petroleum Towers - Cotter, LLC, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 18-50197) on Feb. 1, 2018.  In the petition
signed by Marcus P. Rogers, Ind. Adm. of the Estate of James F.
Cotter, Dec'd, the Debtor estimated assets and liabilities at $10
million to $50 million.

The case is assigned to Judge Ronald B. King.

H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol,
serves as counsel to the Debtor.


PLACE FOR ACHIEVING: Seeks Authorization to Use Cash Collateral
---------------------------------------------------------------
Place for Achieving Total Health Medical, P.C. ("PATH"), seeks
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to use cash collateral.

A hearing will be held on Feb. 28, 2018 at 10:00 p.m. during which
the Court will consider allowing use of cash collateral and
approving stipulation for same.  Any objections must be served and
filed by Feb. 25.

Prior to the Petition Date, Itria Ventures LLC and PATH entered
into a series of Future Receiver Sale Agreements whereby Itria
purchased a percentage of PATH's future receivables, and
receivables of related non-debtor parties to PATH including, Total
Health Nutrients, Inc., Total Health Nutrients, LLC and David
Investment Holdings Corporation of Delaware, Inc. ("Related
Entities").

Pursuant to the terms of the Sale Agreements, PATH and the Related
Entities granted to Itria a first priority continuing security
interest in (a) the amount sold of future receivables of PATH and
of Related Entities; (b) all personal business property of PATH and
Related Entities; and (c) all proceeds of such property until the
amount sold has been fully paid.

As of the Petition Date, Itria claims to be owed not less than
$1,103,548 under the Sale Agreements plus additional fees and
interest.  Since the Petition Date, Itria has been paid the
approximately $1,200 per business day from the Related Entities,
consistent with the terms of the Sale Agreements in the manner done
prior to the bankruptcy.  However, the Related Entities and/or PATH
have ceased making said payments on Jan. 10, 2018 and have advised
Itria that they cannot afford to continue to make payments in the
amount of $1,200 per business day. PATH has further advised Itria
that it has no accounting of sums paid to by the Related Entities,
including from credit card sales and other sources

To avoid immediate and expensive litigation over cash collateral
issues, the Parties have agreed that it is in all Parties' best
interests for Itria to consent to PATH's use of cash collateral and
for PATH to make adequate protection payments to Itria in the
reduced amount of $700 per business day for a period of 60 days and
then to resume payments in the amount of $1,200 per business day
consistent with the terms of the Sale Agreements.

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

           http://bankrupt.com/misc/nysb17-13478-22.pdf

             About Place for Achieving Total Health

Based in New York, Place for Achieving Total Health Medical, P.C.,
is a small diet, nutrition & weight management company.  It was
founded in 2001.

Place for Achieving Total Health Medical filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-13478) on Dec. 4, 2017.  In
the petition signed by Eric Braverman, M.D., its president, the
Debtor disclosed $1,000 in assets and $7.66 million in
liabilities.

The Hon. Mary Kay Vyskocil presides over the case.

Michael D. Siegel, Esq., at Siegel & Siegel, P.C., is the Debtor's
counsel.


POINT.360: Chairman Reports 53.3% Stake as of Feb. 11
-----------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Haig S. Bagerdjian, chairman, president and chief
executive officer of Point.360, disclosed that he beneficially owns
6,898,537 shares of common stock of Point.360, constituting 53.3
percent based upon 12,740,506 shares of the Common Stock of
Point.360 outstanding as of Feb. 11, 2018.  Of those shares, (A)
6,688,537 shares are owned of record by Mr. Bagerdjian, who has
sole power to vote, direct the vote of, dispose of, and direct the
disposition of, those shares; and (B) 210,000 shares may be
purchased by Mr. Bagerdjian from the Company upon the exercise of
vested stock options granted to Mr. Bagerdjian.

In February 2018, options to purchase 52,500 shares of Common Stock
subject to stock option agreements between Mr. Bagerdjian and the
Company became vested and beneficially owned, and 400,000 shares of
Common Stock subject to stock option agreements between Mr.
Bagerdjian and the Company expired, decreasing Mr. Bagerdjian's
ownership of vested options from 530,000 to 210,000.

A full-text copy of the regulatory filing is available at:

                      https://is.gd/N7Dq0H

                        About Point.360

Point.360 (PTSX) -- http://www.point360.com/and
http://www.mvf.com/-- is an integrated media management services
company providing film, video and audio post-production, archival,
duplication and data distribution services to motion picture
studios, television networks, independent production companies and
multinational companies.  The Company provides the services
necessary to edit, master, reformat and archive its clients' audio,
video, and film content, which include television programming,
feature films, and movie trailers.  On July 8, 2015, Point.360
acquired the assets of Modern VideoFilm to expand the Company's
service offering.  The Company also rents and sells DVDs and video
games directly to consumers through its Movie>Q retail stores.
The Company is headquartered in Los Angeles, California.

Point.360 filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
17-22432) on Oct. 10, 2017.  

In the petition signed by Haig S. Bagerdjian, the Company's
Chairman, President and CEO, the Debtor disclosed total assets of
$11.14 million and total debt
of $14.77 million as of March 31, 2017.

The Hon. Julia W. Brand is the case judge.

The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel, and
TroyGould PC, as transactional counsel.

No trustee has been appointed, and the Company will continue to
operate its business as "debtor in possession" under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Court.


POWERTEAM SERVICES: Moody's Affirms B3 CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed PowerTeam Services, LLC's B3
Corporate Family Rating and B3-PD Probability of Default Rating
following the company's announced plan to pursue a dividend
recapitalization. Concurrently, Moody's assigned B2 ratings to the
company's proposed $60 million first-lien revolver and $595 million
first-lien term loan, and a Caa2 rating to its proposed $135
million second-lien term loan. PowerTeam plans to utilize the term
loan proceeds to refinance existing debt and fund a $112 million
dividend to the company's private equity sponsor Kelso & Company
and other shareholders. The rating outlook is stable.

"The company is taking advantage of its improved performance thanks
to the storm revenue to refinance its current capital structure,
while also paying out a dividend," according to Inna Bodeck, Lead
Analyst with Moody's. The transaction is credit negative because it
increases debt and cash interest expense at a time when cost
pressures and delays in certain customer orders are weakening
margins of the electrical business outside of storm-related work.
"The overall increase in leverage is modest and Moody's believe
that long-term industry tailwinds and strength in the gas segment
will continue to support the B3 Corporate Family Rating," added
Bodeck.

Moody's affirmed the ratings and maintained a stable rating outlook
due to Moody's expectations that the company will continue to
benefit from the favorable industry dynamics, including aging
infrastructure and outsourcing of maintenance work by gas and
electric utilities. Performance will continue to see some
volatility due to the timing of customer orders including the
commencement of work, but the credit metrics will continue with
Moody's expectations for the B3 rating category given the company's
operating profile. The refinancing also favorably extends the
maturity profile.

Ratings for the existing first-lien revolver and term loan, as well
as the second-lien term loan, remain unchanged but will be
withdrawn in conjunction with their refinancing following closing
of the proposed new debt issuances.

Moody's took the following rating actions on PowerTeam Services,
LLC:

Ratings Affirmed:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Ratings Assigned:

$60 million Gtd Senior Secured First-Lien Revolver, B2 (LGD3)

$595 million Gtd Senior Secured First-Lien Term Loan, B2 (LGD3)

$135 million Gtd Senior Secured Second-Lien Term Loan, Caa2
(LGD5)

Outlook remains stable

RATINGS RATIONALE

PowerTeam's B3 CFR reflects its modest scale, lack of geographic
and end-market diversification versus other rated engineering and
construction companies, significant customer concentrations, and
event risk under private equity ownership. The company is primarily
focused on providing services to gas and electric utilities and its
operations are concentrated in 22 states (the southeastern and
central part of the US). The company has no exposure to other
end-markets and little exposure to other geographic regions,
creating dependence on local economic and competitive conditions.
Additionally, work order releases can be sporadic, as they were in
2016 and 2017, causing inefficient utilization of labor and assets
and margin compression. This level of operating volatility coupled
with increased financial risk from the recent dividend recap
(Moody's pro-forma for transaction Debt/EBITDA of 5.5x at close,
expected to gravitate to 5.8x towards the end of 2018 due to the
roll-off of storm profits) positions the company weakly in the B3
rating category. However, Moody's expectation for a successful
restructuring (including systems upgrades, processes
centralization) of the company's electrical segment, a favorable
view of the long-term tailwinds benefiting the industry, and
PowerTeam's adequate liquidity continue to support the rating.

The stable rating outlook reflects Moody's expectation that
debt-to-EBITDA will increase to a high 5x range and liquidity will
be adequate over the next twelve to eighteen months. This reflects
Moody's view that revenue and earnings will decline in the
mid-single digits range in 2018 as abnormally high storm revenue in
2017 rolls off and PowerTeam executes a restructuring of its
electrical segment.

The ratings could experience upward pressure if the company
improves margins, has funds from operations (cash flow from
operations before working capital changes) above 15% of outstanding
debt, generates comfortably positive free cash flow, and sustains
its debt-to-EBITDA leverage ratio below 5.0x.

Negative rating pressure could develop if deteriorating operating
results, debt financed acquisitions or shareholder dividends result
in funds from operations (cash flow from operations before working
capital changes) declining below 10% of outstanding debt or the
debt-to-EBITDA leverage ratio remaining above 6.0x. A deterioration
in liquidity, including a reduction in cushion under financial
covenants, could also result in a downgrade.

The principal methodology used in these ratings was Construction
Industry published in March 2017.

Headquartered in Cary, North Carolina, PowerTeam Services, LLC is a
domestically focused utility transmission and distribution
infrastructure services company, offering natural gas and electric
utilities a wide array of services that help maintain and upgrade
their infrastructure and operate more efficiently and reliably. The
company generated revenues of less than $1 billion for the last
twelve months ended September 30, 2017. Kelso & Company acquired
majority ownership of PowerTeam in 2013.


PREMIER EXHIBITIONS: Equity Holders Object to Extension Motion
--------------------------------------------------------------
BankruptcyData.com reported that Premier Exhibitions' ad hoc group
of equity security holders filed with the U.S. Bankruptcy Court an
objection to the Debtors' motion to extend time for filing a
Disclosure Statement. The objection asserts, "The Debtors have had
eighteen months of exclusivity to negotiate a consensual plan with
their stakeholders, but have failed to do so. Rather than simply
allowing exclusivity to expire, however, the Debtors chose to try
to extend that period for an additional two months by filing the
barest of chapter 11 plans at the buzzer - a plan that is neither
confirmable on its face nor supported by the Debtors' stakeholders.
This shoestring plan merely lists classes in order of priority of
payments. Adding insult to injury, the Debtors now ask this Court
for an indefinite (retroactive) extension of time to file a
disclosure statement and solicit the Plan. The Debtors' DS Motion
lacks any support. The sole justification offered by the Debtors
for the unprecedented relief they are seeking is the pendency of
the Sale Motion, which has now been withdrawn. Therefore, the
Debtors offer no basis for approving the DS Motion. Even if the
Debtors contort to provide some basis for the DS Motion (which they
have not), the DS Motion should still be denied because the
requested extension is simply a bridge to nowhere - namely, the
Debtors' patently unconfirmable Plan."

                       About RMS Titanic

Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world.  Premier -- http://www.PremierExhibitions.com/--
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition, BODIES.  
The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic.  The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.

RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016.  Former Chief
Financial Officer and Chief Operating Officer Michael J. Little
signed the petitions.  The Chapter 11 cases are assigned to Judge
Paul M. Glenn.

The Debtors estimated both assets and liabilities of $10 million to
$50 million.

Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson
Mullins Riley & Scarborough LLP, serve as the Debtors' counsel.
The Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as
special litigation counsel, outside general counsel, securities
counsel, and conflicts counsel; Robert W. McFarland, Esq., at
McGuireWoods LLP as special litigation counsel; Steven L. Berson,
Esq., at Dentons US LLP and Dentons Canada LLP as outside general
counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons
LLP as outside general counsel and securities counsel.

The Debtors also employed Ronald L. Glass as Chief Restructuring
Officer and GlassRatner Advisory & Capital Group, LLC, as financial
advisors.

Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates.  The
Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq., at
Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A.
Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel.

The official committee of equity security holders of Premier
Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau
Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and
Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo
Securities LLC as financial advisor.


PSIVIDA CORP: Rosalind Advisors Has 4.9% Stake as of Dec. 31
------------------------------------------------------------
Rosalind Advisors, Inc., Rosalind Master Fund L.P. and Steven
Salamon reported to the Securities and Exchange Commission that as
of Dec. 31, 2017, they beneficially own 2,235,355 shares of common
stock of pSivida Corp., constituting 4.9 percent of the shares
outstanding.  This percentage is calculated based upon 45,256,999
shares of the Issuer's common stock outstanding as of Feb. 5,
2018.

Rosalind Advisors, Inc. is the investment advisor to RMF and may be
deemed to be the beneficial owner of shares held by RMF.  Steven
Salamon is the portfolio manager of the Advisor and may be deemed
to be the beneficial owner of shares held by RMF. Notwithstanding
the foregoing, the Advisor and Mr. Salamon disclaim beneficial
ownership of the shares.

A full-text copy of the regulatory filing is available at:

                      https://is.gd/M0pX1T             

                       About pSivida Corp.

Headquartered in Watertown, Mass., pSivida Corp. --
http://www.psivida.com/-- develops drug delivery products
primarily for the treatment of chronic eye diseases.  The Company
has developed three products for treatment of back-of-the-eye
diseases, which include Medidur for posterior segment uveitis, its
lead product candidate that is in pivotal Phase III clinical
trials; ILUVIEN for diabetic macular edema (DME), its lead licensed
product that is sold in the United States and European Union (EU)
countries, and Retisert.  Medidur is designed to treat chronic
non-infectious uveitis affecting the posterior segment of the eye
(posterior segment uveitis).  ILUVIEN is an injectable micro-insert
that provides treatment of DME from a single injection.  Retisert
is an implant that provides treatment of posterior segment
uveitis.

pSivida reported a net loss of $18.48 million on $7.54 million of
total revenues for the fiscal year ended June 30, 2017, compared
with a net loss of $21.55 million on $1.62 million of total
revenues in 2016.  

As of Dec. 31, 2017, Psivida had $14.19 million in total assets,
$4.29 million in total liabilities and $9.90 million in total
stockholders' equity.

In its report on the consolidated financial statements for the year
ended June 30, 2017, Deloitte & Touche LLP stated that the
Company's anticipated recurring use of cash to fund operations in
combination with no probable source of additional capital raises
substantial doubt about its ability to continue as a going concern.


PUERTO RICO: Citigroup to Lead PREPA Restructuring
--------------------------------------------------
The Financial Oversight and Management Board for Puerto Rico,
created by Congress under the bipartisan Puerto Rico Oversight,
Management and Economic Stability Act ("PROMESA"), on Feb. 12,
2018, amended its engagement with financial advisor Citigroup
Global Markets, Inc., appointing  Citi as the lead investment
banking advisors for the restructuring and privatization process of
the Puerto Rico Electric Power Authority (PREPA).

Citi will advise the Board on PREPA's privatization, as well as the
restructuring of PREPA's debt pursuant to Title III proceedings in
federal bankruptcy court.  Citi will take the lead in identifying
private sector solutions that fulfill the vision laid out by
Governor Rossello: a long-term concession for PREPA's transmission
and distribution and privatization of the utility's generation
assets.  Ultimately, these elements will be a part of the Plan of
Adjustment filed in the Title III case.

The Oversight Board has long said that a full operational and
financial transformation of PREPA -- including private investment -
is necessary to deliver the resilient, reliable, and cost-effective
power system that Puerto Rico needs for its economic recovery.  The
Board welcomed Governor Ricardo Rossello's call for PREPA's
complete transformation and looks forward to working with the
Commonwealth and the utility to rebuild PREPA's infrastructure,
restructure its debt, and attract innovative capital solutions for
the Island.  The Board expects to certify PREPA's revised Fiscal
Plan by the end of the month of February.

Contact:

         Scott Helfman
         Director | Citi Public Affairs
         Markets and Securities Services
         Direct: 212-816-9241
         E-mail: scott.helfman@citi.com

Board's Contact Information:

        E-mail: comments@oversightboard.pr.gov
        Website: http://www.oversightboard.pr.gov/

                        About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017.  On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).

                           Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped Jenner
& Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.  The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.


PUERTO RICO: Duff & Phelps to Probe Puerto Rico Bank Accounts
-------------------------------------------------------------
The Financial Oversight and Management Board for P uerto Rico,
created by Congress under the bipartisan Puerto Rico Oversight,
Management and Economic Stability Act ("PROMESA"), on Feb. 6, 2018,
announced that it has retained Duff & Phelps, LLC to conduct  an
independent forensics analysis of recently published Government
bank accounts.

The Oversight Board's decision follows a December announcement to
examine the Government's liquidity and establish an accurate
picture of the sources and uses of public funds, and the legal
restrictions on these funds.

"The forensic analysis is a critical step in gaining the
information we need to improve the management of Puerto Rico's
public finances," said Natalie Jaresko, Executive Director of the
Board.  "The Board considers this investigation an integral part of
its mission to restore fiscal balance, promote transparency and
support Puerto Rico's reentry into the capital markets."  The Board
issued a request for proposal (RFP) on Dec. 19th.

The Board will make the  findings of the investigation public.

Contact:

         Jose Luis Cedeño
         787-400-9245
         E-mail: jcedeno@forculuspr.com
                 info@forculuspr.com

Board's Contact Information:

         E-mail: comments@oversightboard.pr.gov
         Website: www.oversightboard.pr.gov

                        About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017.  On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).

                           Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped Jenner
& Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.  The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.


QUALITY CARE: Vanguard Group Has 16.29% Stake as of Dec. 31
-----------------------------------------------------------
The Vanguard Group reported to the Securities and Exchange
Commission that as of Dec. 31, 2017, it beneficially owns
15,287,829 shares of common stock of Quality Care Properties, Inc.,
constituting 16.29 percent of the shares outstanding.

Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 96,450 shares or
.10% of the Common Stock outstanding of the Company as a result of
its serving as investment manager of collective trust accounts.

Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of
The Vanguard Group, Inc., is the beneficial owner of 243,675 shares
or .25% of the Common Stock outstanding of the Company as a result
of its serving as investment manager of Australian investment
offerings.

A full-text copy of the regulatory filing is available at:

                       https://is.gd/a6lTIy

                        About Quality Care

Quality Care Properties, Inc., headquartered in Bethesda, Maryland,
was formed in 2016 to hold the HCR ManorCare, Inc., portfolio, 28
other healthcare related properties, a deferred rent obligation due
from HCRMC under a master lease and an equity method investment in
HCRMC previously held by HCP, Inc.

As of Sept. 30, 2017, Quality Care had $4.46 billion in total
assets, $1.80 billion in total liabilities, $1.93 million in
redeemable preferred stock and $2.65 billion in total equity.

                           *    *    *

In December 2017, S&P Global Ratings lowered its corporate credit
rating on Quality Care Properties to 'CCC' from 'B-'.  "The
downgrade reflects our view that QCP has limited covenant cushion
and a heightened probability of breaching its DSC covenant as early
as the first or second quarter of 2018 absent an amendment of its
credit facilities, waiver by the lenders, or possible debt or
company reorganization.

In October 2017, Moody's Investors Service confirmed Quality Care's
ratings, including its 'Caa1' corporate family rating following
QCP's announcement that the REIT's work-out discussions with its
struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are
continuing.


QUANTUM CORP: Delays Filing of Fiscal Third Quarter Form 10-Q
-------------------------------------------------------------
Quantum Corporation has determined that it is unable to file its
quarterly report on Form 10-Q for the quarterly period ended Dec.
31, 2017 by Feb. 9, 2018, the original due date for that filing,
without unreasonable effort or expense, according to a Form Form
12b-25 filed by the Company with the Securities and Exchange
Commission.

On Jan. 11, 2018, Quantum received a subpoena from the SEC
regarding its accounting practices and internal controls related to
revenue recognition for transactions commencing April 1, 2016.
Following receipt of the SEC subpoena, the Company's audit
committee began an independent investigation with the assistance of
independent advisors, which is currently in process.

Quantum said that in connection with the Audit Committee's
investigation, the Company and its advisors are performing
additional work related to the Form 10-Q, which might result in
adjustments to the financial statements, as well as internal
controls and disclosures.

"As a result of these developments, the Company has been unable to
complete its preparation and review of its Form 10-Q (including
management's assessment of the effectiveness of its internal
control over financial reporting as of Dec. 31, 2017) in time to
file within the prescribed time period without unreasonable effort
or expense.  While the Company continues to work expeditiously to
conclude this review and file the Form 10-Q as soon as practicable,
the Company does not anticipate filing such Quarterly Report on
Form 10-Q within the five day extension provided by Rule
12b-25(b)."

                      About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported by
a world-class sales and service organization.

As of Sept. 30, 2017, Quantum Corp had $211.2 million in total
assets, $335.5 million in total liabilities and a total
stockholders' deficit of $124.3 million.  Quantum Corp reported net
income of $3.64 million for the year ended March 31, 2017, a net
loss of $76.39 million for year ended March 31, 2016, and net
income of $17.08 million for the year ended March 31, 2015.

As of September 30, 2017, the Company had $9.5 million of cash and
cash equivalents, which is comprised of cash deposits.

"We continue to focus on improving our operating performance,
including efforts to increase revenue and to control costs in order
to improve margins, return to consistent profitability and generate
positive cash flows from operating activities.  We believe that our
existing cash balances, cash flow from operating activities, and
available borrowing capacity will be sufficient to meet all
currently planned expenditures, debt service and contractual and
other obligations as they become due, and to sustain operations for
at least the next 12 months.  This belief is dependent upon our
ability to achieve gross margin projections and to control
operating expenses in order to provide positive cash flow from
operating activities.  Should we be unable to meet our gross margin
or expense objectives, it would likely have a material negative
effect on our liquidity and capital resources," said the Company in
its quarterly report for the period ended Sept. 30, 2017.


RAND LOGISTICS: Taps Kurtzman Carson as Administrative Agent
------------------------------------------------------------
Rand Logistics, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Kurtzman Carson Consultants
LLC as administrative agent.

The firm will provide bankruptcy administrative services, which
include claims management and reconciliation, plan solicitation,
balloting, disbursements, and the preparation of reports necessary
to confirm a bankruptcy plan.

The firm's hourly rates are:

     Analyst                              $30 - $50
     Technology/Programming Consultant    $35 - $70
     Consultants                          $70 - $195
     Executive VP                           Waived
     Securities Director/
       Solicitation Consultant               $195
     Securities Senior Director/
       Solicitation Lead                     $215

Robert Jordan, senior director of Kurtzman's Corporate
Restructuring Services, disclosed in a court filing that his firm
is a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Robert Jordan
     Kurtzman Carson Consultants LLC
     2335 Alaska Avenue
     El Segundo, CA 90245
     Phone: 866.381.9100
     Email: info@kccllc.com

                      About Rand Logistics

Rand Logistics, Inc. -- http://www.randlogisticsinc.com/--
provides bulk freight shipping services in the Great Lakes region.
Through its subsidiaries, the Company operates a fleet of ten
self-unloading bulk carriers, including eight River Class vessels
and one River Class integrated tug/barge unit, and three
conventional bulk carriers, of which one is operated under a
contract of affreightment.  The Company's vessels operate under the
U.S. Jones Act -- which dictates that only ships that are built,
crewed and owned by U.S. citizens can operate between U.S. ports -
and the Canada Marine Act -- which requires Canadian commissioned
ships to operate between Canadian ports.  Headquartered in Jersey
City, New Jersey, Rand Logistics was formed in 2006 through the
acquisition of the outstanding shares of capital stock of Lower
Lakes Towing Ltd.  Common shares of Rand Logistics trade on the
NASDAQ Capital Market under the symbol RLOG.

On Jan. 29, 2018, Rand Logistics, Inc., and seven of its
subsidiaries filed voluntary petitions seeking relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10175).


In the petitions signed by CFO Mark S. Hiltwein, the Debtors listed
total consolidated assets of $268,948,855 and total consolidated
debt of $258,535,349 as of Nov. 30, 2017.

The Debtors engaged Pepper Hamilton LLP as Delaware bankruptcy
counsel; Akin Gump Strauss Hauer & Feld LLP as general bankruptcy
counsel; Conway Mackenzie, Inc., as turnaround manager, Miller
Buckfire & Co. LLC as financial advisor; and Kurtzman Carson
Consultants as noticing, balloting & claims agent.


RESOLUTE ENERGY: Integrated Core Has 3.1% Stake as of Feb. 9
------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Integrated Core Strategies (US) LLC, Millennium
Management LLC, Millennium Group Management LLC and Israel A.
Englander reported that as of Feb. 9, 2018, they beneficially own
695,250 shares of common stock of Resolute Energy Corporation,
constituting 3.1 percent based on 22,503,907 shares of Common Stock
outstanding as of Oct. 31, 2017, as per the Issuer's Form 10-Q
dated Nov. 6, 2017.

Millennium Management LLC is the general partner of the managing
member of Integrated Core Strategies and may be deemed to have
shared voting control and investment discretion over securities
owned by Integrated Core Strategies.  Millennium Group Management
LLC is the managing member of Millennium Management and may also be
deemed to have shared voting control and investment discretion over
securities owned by Integrated Core Strategies.  Israel A.
Englander controls the managing member of Millennium Group
Management and may also be deemed to have shared voting control and
investment discretion over securities owned by Integrated Core
Strategies.

A full-text copy of the regulatory filing is available at:

                    https://is.gd/GONtIa

                    About Resolute Energy

Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) --
http://www.resoluteenergy.com/-- is an independent oil and gas
company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin portion
of the Permian Basin of west Texas.

Resolute reported a net loss of $161.7 million in 2016, a net loss
of $742.3 million in 2015, and a net loss of $21.85 million in
2014.  

The Company had $792.3 million in total assets, $866.1 million in
total liabilities, and a total stockholders' deficit of $73.76
million as of Sept. 30, 2017.


RESOLUTE ENERGY: Monarch Nominates Three Persons to Board
---------------------------------------------------------
Monarch Energy Holdings LLC, an affiliate of Monarch Alternative
Capital LP, submitted to Resolute Energy Corporation (i) a notice
of nomination of three director candidates to stand for election to
the Resolute Board of Directors at the Company's 2018 annual
meeting of stockholders and (ii) a proposal to be made at the 2018
Annual Meeting that would repeal any provision of the Bylaws of the
Company in effect at the time of the 2018 Annual Meeting that was
not included in the Bylaws of the Company in effect as of Feb. 8,
2018 and as publicly filed with the Securities and Exchange
Commission prior to Feb. 8, 2018.

The Company's Corporate Governance/Nominating Committee will review
the Monarch-proposed nominees and the Board will present its
recommendation with respect to the election of directors in its
definitive proxy statement and White proxy card, which will be
filed with the SEC and mailed to all stockholders eligible to vote
at the 2018 Annual Meeting.

                     About Resolute Energy

Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) --
http://www.resoluteenergy.com/-- is an independent oil and gas
company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin portion
of the Permian Basin of west Texas.

Resolute reported a net loss of $161.7 million in 2016, a net loss
of $742.3 million in 2015 and a net loss of $21.85 million in 2014.
The Company had $792.3 million in total assets, $866.1 million in
total liabilities and a total stockholders' deficit of $73.76
million as of Sept. 30, 2017.


SHIFFER INC: Plan Schedules Approximately $50K Unsecured Claims
---------------------------------------------------------------
Shiffer, Inc., submits to the U.S. Bankruptcy Court for the Middle
District of Pennsylvania its Second Amended Disclosure Statement
for its Plan of Reorganization.

The Plan divides Claims into six classes: (1) expenses of
administration for compensation of professionals; (2) other
Administrative Claims; (3) Priority Tax Claims; (4) the allowed
Claim of BMO Harris; (5) the Claims of all other unsecured,
non-priority Claim holders; and (6) the Claims of Equity Holder,
Joshua Shiffer, who owns 100% of the equity in the Debtor.

The Debtor scheduled approximately $50,136 in unsecured claims, but
only one unsecured Claim has been filed to date with the Court --
the unsecured claim Darryl Strohecker in the amount of $37,046. The
Debtor scheduled this claim in the amount of $22,079.

Under the Plan, Administrative Claim holders will be paid in the
ordinary course of business, within sixty days after the effective
date of the Plan, or as otherwise agreed by the Claimant and the
Debtor, whichever of these dates are later. Fees owed to the Office
of the U.S. Trustee will be paid in the regular course by thirty
days after the close of each calendar quarter.

All other priority tax Claims, as well as that portion of the IRS
Claim which is entitled to priority and is not secured, will be
paid in full, on or before five years after the Petition Date,
together with interest at the rate of 3% per annum. All interest
payments will begin as of the Effective Date of the Plan. The Plan
proposes to pay these payments on a regular monthly basis and the
monthly payments will begin in the first calendar month after the
Effective Date.

BMO Harris will continue to be paid regular monthly payments under
its loan documents, together with payments in an amount sufficient
to pay all past due amounts. These past due amounts will be paid,
in part, by additional payments as set forth in the Stipulation
between the Debtor and BMO Harris.

The Class 5 unsecured Claim holders will each be paid 10% of their
allowed Class 5 Claim, payable in five equal annual installments of
2% each. The first installment will be paid on or about six months
after the Effective Date of the Plan, with each succeeding annual
installment continuing on the same month of each succeeding four
years thereafter.

The Debtor intends to continue to operate its trucking business. It
intends to ensure that it is charging proper amounts to its
customers as well as operating efficiently. It is believed that
these actions, together with securing additional business, will
enable the Debtor to fund the Plan. The Debtor also retains the
right to sell its assets as an alternative and means to funds the
Plan.

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

                 http://bankrupt.com/misc/pamb17-01234-84.pdf

                        About Shiffer, Inc.

The Debtor is a Pennsylvania business corporation which was formed
in 2012. The Debtor was formed to perform over the road trucking
services. The company was formed by Joshua Shiffer, who is the sole
shareholder. The company operates out of its location in Dauphin
County, Pennsylvania.

When the Debtor was formed, it did not generate sufficient cash
flow to pay all of its various payroll taxes. The Debtor, as a
startup business, did not operate efficiently and, thus, did not
generate sufficient cash flow to pay all of its creditors. Thus,
the Debtor suffered financial shortfalls.

Shiffer, Inc., filed a Chapter 11 petition (Bankr. M.D. Pa. Case
No. 17-01234) on March 29, 2017, listing between $100,000 to
$500,000 in both assets and liabilities. The Debtor is represented
by Robert E. Chernicoff, Esq. at Cunningham, Chernicoff &
Warshawsky, P.C.


SPIRE CORP: Virtu Americas Has 5.48% Stake as of Dec. 29
--------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Virtu Americas LLC disclosed that as of Dec. 29, 2017,
it beneficially owns 504,386 shares of common stock of Spire
Corporation, constituting 5.48% based on outstanding shares as
reported on the issuer's 10-Q filed with the SEC for the period
ending Sept. 30, 2014.  A full-text copy of the regulatory filing
is available for free at https://is.gd/rnqG3k

                       About Spire Corp

Bedford, Massachusetts-based Spire Corporation currently develops,
manufactures and markets customized turn-key solutions for the
solar industry, including individual pieces of manufacturing
equipment and full turn-key lines for cell and module production
and testing.

Spire Corporation reported a net loss of $8.52 million in 2013, as
compared with a net loss of $1.85 million in 2012.

As of Sept. 30, 2014, the Company had $9.73 million in total
assets, $15.6 million in total liabilities, and a total
stockholders' deficit of $5.87 million.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2013.  The independent auditors noted that the
Company incurred an operating loss from continuing operations of
$8.4 million and cash used in operating activities of
continuing operations was $5.2 million.  The Company's credit
agreement with a bank is due to expire on April 30, 2014.  These
factors raise substantial doubt about its ability to continue as a
going concern.

The Company has been unable to file its Form 10-K Annual Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended Dec. 31, 2014; Form 10-Q Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2015; Form
10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended June
30, 2015; Form 11-K Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended Dec. 31,
2014; and Form 10-Q Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the quarterly
period ended Sept. 30, 2015.

In a Form 12b-25 filed with the Securities and Exchange Commission
on March 31, 2016, Spire Corp stated that the Company's management
continues to devote considerable attention to addressing the
Company's financial and liquidity issues and because of its lack of
a full-time chief financial officer and resignation of its
independent auditor, the Company was unable to complete its
financial statements for its Annual Report on Form 10-K for the
annual period ended Dec. 31, 2015 within the prescribed time period
without unreasonable effort or expense.


SRAM CORPORATION: Moody's Hikes CFR to B1; Outlook Stable
---------------------------------------------------------
Moody's Investors Service today upgraded SRAM Corporation's
Corporate Family Rating (CFR) to B1 from B2 and Probability of
Default Rating to B1-PD from B2-PD. SRAM's secured credit facility
was also upgraded to B1 from B2 . The rating outlook is stable.

The upgrade was prompted by SRAM's improved operating performance
and stronger credit metrics. "Financial leverage has decreased,
with debt/EBITDA falling by around a turn in the last year and is
now about 4.5 times," said Kevin Cassidy, Senior Credit Officer at
Moody's. Moody's expects that leverage will continue to fall and
approach 4 times by the end of 2018. EBIT margins increased almost
200 basis points in the last two years due to SRAM's cost
efficiency efforts and higher sales.

Ratings upgraded:

Corporate Family Rating to B1 from B2;

Probability of Default Rating to B1-PD from B2-PD;

$544 million first lien term loan to B1 (LGD 3) from B2 (LGD 3);

$40 million first lien revolver to B1 (LGD 3) from B2 (LGD 3);

The rating outlook is stable.

RATING RATIONALE

SRAM's B1 CFR reflects its narrow product focus in bicycle
component parts, and susceptibility to discretionary consumer
spending. Debt/EBITDA is moderately high at around 4.5 times.
SRAM's credit metrics need to be stronger than similarly-rated
consumer durables companies because of its product concentration,
exposure to cyclical variations in sales and earnings, and history
of aggressive financial policies. The rating benefits from SRAM's
good geographic diversification with about half of its revenue
generated in Europe and the other half in the US. SRAM's rating
also benefits from its: 1) good market position within the bicycle
component industry; 2) solid product portfolio within the niche
premium bicycle component segment; and 3) strong brand recognition
among bike enthusiasts and dealers.

The stable outlook reflects Moody's expectation that SRAM will
remain narrowly concentrated in the bicycle component industry, and
remain exposed to cyclical variations in sales and earnings. In its
outlook, Moody's also assumes that demand for the company's
products will remain stable.

Ratings could be downgraded if earnings, cash flow, or liquidity
weaken. The rating could also be lowered if the company adopts a
more aggressive financial policy with respect to debt-financed
acquisitions or dividends. Specifically, ratings could be
downgraded if debt to EBITDA is sustained above 5.0 times.

An upgrade would require a significant improvement in size and
product diversification. Debt to EBITDA would also need to be
sustained below 4.0 times before Moody's would consider an
upgrade.

The principal methodology used in rating SRAM was Consumer Durables
Industry published in April 2017.

Headquartered in Chicago, Illinois, SRAM Corporation is a global
manufacturer and designer of premium bicycle components. Revenue is
approximately $725 million.


STONE PROJECTS: Court Extends Plan Exclusivity Periods to April 10
------------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts has granted Stone Projects, LLC's second
motion seeking for an extension of the exclusive filing period and
exclusive solicitation period of time for filing a Plan of
Reorganization for approximate 60 days to and through April 10,
2018 without prejudice to seeking further extensions in the event
circumstances so require.

The Debtor sought an extension of the Exclusive Periods so as to
have sufficient time to develop a plan for restructuring of the
debt as well as to take advantage of the improved sales figures
which are now being booked as the seasonally slower winter months
fade into spring. The Debtor claimed that it is already
experiencing growth in the sales orders being taken the resulting
cash flow will be reflected in the spring and summer months and
satisfy any concerns with regard to the viability of the Debtors
business.

Due to the seasonality of the business, the Debtor told the Court
that it has investigated a variety of options which will result in
the submission of a feasible plan, but requires additional time in
which to work with the Cambridge Savings Bank in connection with
the terms.

The Debtor said that Cambridge Savings Bank has consented to the
extension of time during which the parties intend to meet to
address the plan terms and Cambridge Savings Bank is in the process
of having an updated appraisal prepared to confirm the
representations of the Debtor.

                       About Stone Project

Stone Projects, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D.Mass. Case No. 17-11877) on May 19, 2017.  In the petition signed
by Leonardo C. Chantre, manager, the Debtor estimated $100,000 to
$500,000 in assets and $500,000 to $1 million in liabilities.  The
Debtor's bankruptcy counsel is Nina M. Parker, Esq., at Parker &
Associates.

No request for the appointment of a trustee or examiner has been
sought in the proceeding, and no committee has been appointed or
designated.


SYU SING: Court Approves Disclosure Statement
---------------------------------------------
Judge Stephen L. Johnson of the U.S. Bankruptcy Court for the
Northern District of California has approved the disclosure
statement explaining Syu Sing Investment, LLC's plan of
reorganization.

As previously reported by The Troubled Company Reporter, the Debtor
proposes to pay the secured claim of the Santa Clara Co. Tax
Collector in full together with interest at 18% per annum on the
earlier of the closing of the refinance or sale of the property at
2201 Lafayette St. Santa Clara, CA 95050 or within 15 days of the
sale of non-estate real property at 2135 Stagecoach Rd. Stockton,
CA, but in no event later than 6 months from the Effective Date.
The Santa Clara Co. Tax Collector has an allowed secured claim in
the amount of $15,818.90.

A full-text copy of the Disclosure Statement dated December 20,
2017, is available at:

             http://bankrupt.com/misc/canb17-51995-41.pdf  

                    About Syu Sing Investment

Syu Sing Investment, LLC's principal assets are located at 2201
Lafayette St Santa Clara, CA 95050-2934.  Syu Sing Investment, a
single asset real estate as defined in 11 U.S.C. Section 101(51B),
filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-51995) on
Aug. 21, 2017.  In the petition signed by Yim Ho Leung, member, the
Debtor estimated $1 million to $10 million in both assets and
liabilities.  The Hon. Stephen L. Johnson presides over the case.
The Debtor is represented by Lars T. Fuller, Esq., of The Fuller
Law Firm.


TECHNICAL COMMUNICATIONS: Incurs $52,000 Net Loss in First Quarter
------------------------------------------------------------------
Technical Communications Corporation announced its results for the
fiscal quarter ended Dec. 30, 2017.  For the quarter ended Dec. 30,
2017, the Company reported a net loss of $(52,000), or $(0.03) per
share, on revenue of $1,117,000, compared to a net loss of
$(695,000), or $(0.38) per share, on revenue of $632,000 for the
quarter ended Dec. 31, 2016.

Commenting on corporate performance, Carl H. Guild, Jr., president
and chief executive officer of TCC, said, "During the Company's
first quarter ended December 30, 2017, our financial performance
improved significantly but did not achieve the profitability we are
targeting for fiscal 2018.  The Company continues to work to
capture several significant international orders, which are
progressing, albeit more slowly than expected.  We anticipate
additional orders in our voice encryption product line in support
of continuing U.S. government activities in Afghanistan during the
remainder of fiscal 2018, but the timing is unpredictable.  Our new
HSE6000 SEAL radio encryption system is participating in field
operational testing currently scheduled to conclude by June.  The
SEAL is designed specifically for multi-user, joint operations in
the air, land and sea battle zones.

"TCC is committed to returning to profitability in fiscal 2018.  We
continue to closely monitor and reduce operating expenses as
appropriate, while strategically investing in business development
efforts, developing productive relationships and expanding our
sales channel network."

                  About Technical Communications

Concord, Massachusetts-based Technical Communications Corporation
-- http://www.tccsecure.com/-- designs, develops, manufactures,
distributes, markets and sells communications security devices,
systems and services.  The secure communications solutions provided
by TCC protect vital information transmitted over a wide range of
data, video, fax and voice networks.  TCC's products have been sold
into over 115 countries to governments, military agencies,
telecommunications carriers, financial institutions and
multinational corporations.

Technical Communications reported a net loss of $1.43 million for
the year ended Sept. 30, 2017, compared to a net loss of $2.47
million for the year ended Oct. 1, 2016.

As of Sept. 30, 2017, Technical Communications had $3.93 million in
total assets, $434,500 in total liabilities, all current, and $3.50
million in total stockholders' equity.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Mass., issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Sept. 30, 2017, citing that the
Company has an accumulated deficit, has suffered significant net
losses and negative cash flows from operations and has limited
working capital that raises substantial doubt about its ability to
continue as a going concern.


TEVA PHARMA: Launch of Copaxone Credit Negative, Moody's Says
-------------------------------------------------------------
Moody's Investors Service says a second generic version of
blockbuster multiple sclerosis drug, Copaxone, was approved on Feb.
13, 2018, a credit negative for Teva Pharmaceutical Industries Ltd
("Teva," Ba2 stable). The approval and launch by Momenta
Pharmaceuticals ("Momenta," unrated) is credit negative as the
increased competition will erode Teva's earnings and cash flow in
branded Copaxone faster in 2018. This will lead to increased
pressure on Teva's bank covenants in the first half of 2018. There
is no change to the ratings or outlook at this time.


TK HOLDINGS: Seeks Confirmation of Amended Plan
-----------------------------------------------
TK Holdings, Inc., et al., filed a memorandum of law in support of
confirmation of their Fourth Amended Joint Chapter 11 Plan of
Reorganization filed Feb. 14, 2018.

The Debtors state they are pleased to be before the Court for
confirmation of a largely consensual Plan -- one that is supported
by the Restructuring Support Parties, both Committees, the Future
Claims Representative, and, although voting is still ongoing, a
significant number of voting creditors.  The Plan is the
culmination of extensive negotiations among the Debtors and
multiple creditor constituencies, and represents tireless efforts
by all parties involved.

On Nov. 16, 2017, after nearly two years of intensive marketing,
diligence, and negotiations between and among Takata, potential
sponsor candidates, and a group of 15 of Takata's original
equipment manufacturer customers, who collectively account for a
substantial portion of the PSAN Inflators sold by Takata as of
March 2017 and hold a substantial majority of the total unsecured
Claims against the Estates, the Debtors entered into that certain
Asset Purchase Agreement with Joyson KSS Auto Safety S.A., whereby
KSS agreed to purchase substantially all of Takata's worldwide
assets for $1.588 billion (the "Global Transaction").

The Plan implements the Global Transaction with respect to the
Debtors and, among other things, ensures (a) the continued
operation of the Debtors' PSAN production for a limited period of
time post-emergence to facilitate the recalls of PSAN Inflators,
(b) the satisfaction of the DOJ Restitution Claim, (c) the sale and
transfer of the Debtors' non-PSAN businesses as a going concern to
the Plan Sponsor, including the continued employment of
substantially all of the Debtors' 14,000 employees and the
assumption or assumption and assignment of a significant number of
the Debtors' vendor and supplier contracts, and (d) the
distribution of significant value to the Debtors' various groups of
creditors, including to holders of Allowed General Unsecured
Claims.

In addition, the Plan provides for the consensual resolution and
settlement of numerous Claims and controversies between the
Consenting OEMs, the Plan Sponsor, the Committees, the Future
Claims Representative, and their respective constituents with
respect to, among other things, (a) the validity and amount of the
Consenting OEM's General Unsecured Claims, (b) the validity and
amount of the Adequate Protection Claims, (c) the release of Claims
and causes of action subject to the Challenge Period, (d)
resolution of all disputes by the Committees relating to the Global
Transaction, including, without limitation, certain provisions of
the U.S. Acquisition Agreement, (e) the treatment of contracts and
leases, (f) the treatment of the NHTSA Claims, (g) the treatment of
Other PI/WD Claims, (h) the estimated amount of current and future
PSAN PI/WD Claims, (i) the Trust Distribution Procedures, (j) the
assignment of the Debtors' rights in Takata's product liability
insurance, (k) the netting and treatment of Intercompany Claims,
(l) the governance of the Reorganized TK Holdings Trust, and (m)
the Debtors' release of the Consenting OEMs.

In connection with, and as consideration for, these and other
settlements, the Debtors have amended the Plan to provide for the
following:

   a. The classification and allowance of the NHTSA Claim as a
Class 6 Other General Unsecured Claim against TKH instead of being
paid in full, which provides the Debtors' General Unsecured
Creditors with an additional $50 Million in Available Cash to be
distributed on account of their Claims;

   b. The establishment of a new Class -- Class 7 (Other PI/WD
Claims) -- specifically for General Unsecured Claims relating to a
personal injury or harm caused by a Takata Product, other than the
Debtors' PSAN Inflator-related products;

   c. The contribution by the Plan Sponsor of $25 Million (the
"Plan Sponsor Contribution Amount") to the PSAN PI/WD Trust for the
benefit of PSAN PI/WD Claims and Other PI/WD Claims as soon as
practicable after the Plan Sponsor receives repayment of up to $25
million drawn on the Plan Sponsor Backstop Funding Agreement by
TKAM (on behalf of TSAC);

   d. The establishment of a fund by the Consenting OEMs (the "Plan
Settlement Fund") in which the Consenting OEMs contribute their
rights to certain recoveries as and when such amounts would
otherwise be paid or payable to the Consenting OEMs under the Plan,
with such contributed recoveries in the Plan Settlement Fund being
transferred pursuant to the Plan to the PSAN PI/WD Trust for the
benefit of holders of PSAN PI/WD Claims and Other PI/WD Claims:

       (i) 80% of the Consenting OEM GUC Recoveries until the
Consenting OEMs have contributed $5 Million to the Support Party
Creditor Fund in accordance with Section 5.19(g) of the Plan and,
thereafter, 90% of Consenting OEM GUC Recoveries until the
Consenting OEM GUC Recovery Threshold is met (which is the
Consenting OEMs' Pro Rata share of the $89.9 Million of Available
Cash);

      (ii) 25% of the Consenting OEM GUC Recoveries in excess of
the Consenting OEM GUC Recovery Threshold (the Consenting OEM
Additional GUC Recoveries);

     (iii) 80% of the incremental amount of Consenting OEM GUC
Recoveries resulting from or attributable to the NTHSA Claims being
treated as Other General Unsecured Claims and/or the TKJP 503(b)(9)
Claim being set-off or otherwise eliminated until the Consenting
OEMs have contributed $5 Million to the Support Party Creditor Fund
in accordance with Section 5.19(g) of the Plan and, thereafter, 90%
of such "Consenting OEM Incremental GUC Recoveries;" and

      (iv) 80% of any amounts that the Consenting OEMs would be
entitled to receive on account of the Business Incentive Plan
Payment, excluding any amounts of the Business Incentive Plan
Payment that are allocable to TKAM;

   e. The establishment of a single coordinated process through
which the holders of PSAN PI/WD Claims are able to access funds
from both the PSAN PI/WD Trust and the DOJ PI/WD Restitution Fund;

   f. The establishment of a fund by the Consenting OEMs and the
Plan Sponsor (the "Support Party Creditor Fund"), funded in an
amount not less than $7.5 Million -- with $5 million to be
contributed by the Consenting OEMs and not less than $2.5 million,
inclusive of any remaining amount of $5 million Cure Claims Cap, to
be contributed by the Plan Sponsor -- for the benefit of settling
Eligible Creditors in Class 6; and

   g. The Plan Sponsor's agreement to assume all third-party
executory contracts related to the Purchased Assets, subject to
certain exclusions.

The Debtors view the Plan modifications as favorable changes that
allow for additional funding to Estate creditors without any
decrease in the value available for, or redistribution of value
away from, any specific Class.  Accordingly, as such changes will
only result in increasing the amount of Available Cash available
for distribution to holders of Allowed Claims, the Debtors submit
that none of the modifications warrant resolicitation of the Plan.

The Debtors' counsel, Michael J. Merchant, Esq., at RICHARDS,
LAYTON & FINGER, P.A., avers that as will be established at the
Confirmation Hearing, the Plan satisfies each applicable
requirement of the Bankruptcy Code.  Accordingly, he asserts that
the objection with respect to the Plan should be overruled and the
Plan should be confirmed.

A copy of the Fourth Amended Joint Chapter 11 Plan of
Reorganization filed Feb. 14, 2018, is available at:

     http://bankrupt.com/misc/TK_H_2056_4th_Am_Plan.pdf

                      Solicitation of Votes

Pursuant to the Solicitation Procedures Order, the Court
established certain procedures for (a) soliciting, receiving, and
tabulating votes to accept or reject the Plan, including, without
limitation, procedures with respect to PPICs, (b) voting to accept
or reject the Plan, and (c) filing objections to the Plan (the
"Solicitation and Voting Procedures").

The Solicitation Procedures Order also set Feb. 6, 2018 at 4:00
p.m. (prevailing Eastern Time) as the deadline to (a) vote to
accept or reject the Plan (the "Voting Deadline"), (b) opt out of
providing the releases set forth in Section 10.6(b) of the Plan,
(c) object to the confirmation of the Plan, and (d) object to the
assumption or rejection of an executory contract or unexpired
lease, or the Debtors' proposed Cure Amount.  The Voting Deadline
was thereafter extended by the Debtors to Feb. 9, 2018 at 4:00 p.m.
(prevailing Eastern Time) and, subsequently, to Feb. 14, 2018 at
8:00 p.m. (prevailing Eastern Time).

On or before Jan. 12, 2018, in accordance with the Solicitation
Procedures Order, the Debtors, through their administrative agent,
Prime Clerk LLC, as Solicitation Agent, caused the relevant
Solicitation Packages to be transmitted to and served on Claim and
Interest holders.  In particular, through regular or electronic
mail, the Debtors solicited votes on the Plan from the holders of
Claims in the Classes of Claims entitled to vote to accept or
reject the Plan -- Class 3 (Mexico Class Action Claims and Mexico
Labor Claims), Class 4 (OEM Unsecured Claims), Class 5 (PSAN PI/WD
Claims), Class 6 (Other General Unsecured Claims), and Class 7
(Other PI/WD Claims).

                     Responses to Objections

Objections to confirmation of the Plan have been filed by these
parties: (a) the U.S. Trustee (the "UST Objection"); (b) the Texas
Commission of Environmental Quality (the "TCEQ") (the "TCEQ
Objection"); (c) certain confidential whistleblowers (collectively,
the "Whistleblowers"); (d) Xin Point North America Inc.; (e) the
United States on behalf of the Internal Revenue Service; (f) the
Attorneys Information Exchange Group; (g) Special Master; (h)
Howard & Howard Attorneys PLLC ("H&H"); (i) Pacific Sintered
Metals, Inc.; (j) Infor (US), Inc.; (k) Mitsui Sumitomo Insurance
Company, Ltd.; (l) Automotive Coalition for Traffic Safety, Inc.;
(m) the State of Hawaii, the State of New Mexico, and the
Government of the U.S. Virgin Islands (collectively, the "States");
(n) De Los Santos Olveda and certain other tort claimants; (o)
Samuel M. Johnson; (p) the United States on behalf of the U.S.
Environmental Protection Agency, the Michigan Department of
Environmental Quality, and the Missouri Department of Natural
Resources; (q) several executory contract counterparties  -- Cure
Objections -- (r) certain PSAN PI/WD claimants; and (s) several
individuals (or parties on their behalf) -- Pro Se Objections.

Notwithstanding the overwhelming support for the Plan, certain
parties filed Objections to the Plan and/or the Contract Schedules.
With respect to those parties that filed Cure Objections, to the
extent not otherwise resolved prior to the Confirmation Hearing,
those Cure Disputes should be adjourned and set for a further
hearing in accordance with Section 8.2(c) of the Plan.

In its Objection, the U.S. Trustee asserts that the Debtors must
justify the Channeling Injunction and the Debtor Releases for each
respective Protected Party and Released Party and requests that the
Debtors narrow the scope of the Exculpated Parties to include only
Estate fiduciaries.  Mr. Merchant avers that the Debtors have
demonstrated the appropriateness of the Channeling Injunction and
the Debtor Releases for each respective Protected Party and
Released Party.  In addition, he points out that the Debtors have
narrowed the scope of Exculpated Parties to include only estate
fiduciaries (including the Committees) and to remove the Consenting
OEMs as Exculpated Parties. Accordingly, the Debtors submit that
the Court should overrule the U.S. Trustee's Objection in its
entirety.

The States say the Plan should not be confirmed, asserting that
the Plan, for no stated reason, "must not" affect the States'
"rights to litigate and obtain judgments against TKH."  Here, there
is no doubt that the allowance of the States' "ginned up" $10
billion claims would directly harm, and reduce the recoveries for,
other creditors.  Allowing punitive claims of this magnitude would
be wholly inequitable to the Debtors' other creditors, many of whom
include victims of the alleged misconduct of the Debtors that is
the basis for the State Actions, Mr. Merchant tells the Court.  It
would be contrary to case law and equity, as well as subversive to
the purposes of the Bankruptcy Code, to allow the States to recover
for injuries that they did not suffer at the expense of other
claimants, including the individual claimants whose alleged
injuries form the bases for the States' Claims.

According to Mr. Merchant, the Whistleblowers' assertions that the
Court does not have jurisdiction to confirm the Plan, including the
provisions of the Plan Settlement, is misplaced both legally and
procedurally.  First, this Court has jurisdiction to approve the
Plan Settlement pursuant to Section 157(b) of title 28 of the
United States Code, which provides the Bankruptcy Court with the
authority to enter a final judgment confirming the Plan and
approving sale and use of Estate property.  See 28 U.S.C. Sec.
157(b) (enumerating the core proceedings subject to bankruptcy
court jurisdiction, which include plan confirmation and approval of
sale and use of property); see also In re Millennium Lab Holdings
II, LLC, 575 B.R. 252, 270 (Bankr. D. Del. 2017) (noting that
confirmation of plans of reorganization, in which settlements are
often integral, is within the bankruptcy court's core
jurisdiction).

Similar to the Whistleblowers, Mr. Merchant contends that the AIEG
does not have standing to object to confirmation of the Plan as it
is not a creditor of the Debtors nor is it able to assert any
equitable Claim against the Debtors' Estates.

                         About TK Holdings

Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures and sells
safety products for automobiles. The Company offers seatbelts,
airbags, steering wheels, child seats and trim parts. Headquartered
in Tokyo, Japan, Takata operates 56 plants in 20 countries with
approximately 46,000 global employees worldwide. The Company has
subsidiaries located in Japan, the United States, Brazil, Germany,
Thailand, Philippines, Romania, Singapore, Korea, China and other
countries.

Takata Corp. filed for bankruptcy protection in Tokyo and the U.S.,
amid recall costs and lawsuits over its defective airbags. Takata
and its Japanese subsidiaries commenced proceedings under the Civil
Rehabilitation Act in Japan in the Tokyo District Court on June 25,
2017.

Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S.
and Mexican affiliates each filed voluntary petitions under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11375) on June 25, 2017.  Together with the bankruptcy filings,
Takata announced it has reached a deal to sell all its global
assets and operations to Key Safety Systems (KSS) for US$1.588
billion.

Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese
proceedings.  Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata.  Ernst & Young LLP is
tax advisor.  Prime Clerk is the claims and noticing agent.  The
Debtors Meunier Carlin & Curfman LLC, as special intellectual
property counsel.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor.  UBS Investment Bank also
provides financial advice to KSS.

On June 28, 2017, TK Holdings, as the foreign representative of the
Chapter 11 Debtors, obtained an order of the Ontario Superior Court
of Justice (Commercial List) granting, among other things, a stay
of proceedings against the Chapter 11 Debtors pursuant to Part IV
of the Companies' Creditors Arrangement Act.  The Canadian Court
appointed FTI Consulting Canada Inc. as information officer.  TK
Holdings, as the foreign representative, is represented by McCarthy
Tetrault LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Trade Creditors and a separate Official Committee of Tort
Claimants.

The Official Committee of Unsecured Creditors has selected
Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F.
Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington,
Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson
Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York;
and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Washington, D.C., as its bankruptcy counsel.  The Committee
has also tapped Chuo Sogo Law Office PC as Japan counsel.

The Official Committee of Tort Claimants selected Pachulski Stang
Ziehl & Jones LLP as counsel.  Gilbert LLP will evaluate of the
insurance policies.  Sakura Kyodo Law Offices will serve as special
counsel.

Roger Frankel, the legal representative for future personal injury
claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and
Ashby & Geddes PA to serve as co-counsel.

Takata Corporation ("TKJP") and affiliates Takata Kyushu
Corporation and Takata Services Corporation commenced Chapter 15
cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9,
2017, to seek U.S. recognition of the civil rehabilitation
proceedings in Japan.  The Hon. Brendan Linehan Shannon oversees
the Chapter 15 cases.  Young, Conaway, Stargatt & Taylor, LLP,
serves as Takata's counsel in the Chapter 15 cases.


TK HOLDINGS: Settles Consumer Protection Claims of 45 States
------------------------------------------------------------
TK Holdings Inc. and its affiliated debtors ask the U.S. Bankruptcy
Court for the District of Delaware to enter an order authorizing
and approving the Consent Decree and Settlement Agreement with the
Attorneys General of the States, Commonwealths, Districts, or
Territories of ALABAMA, ALASKA, ARIZONA, ARKANSAS, CALIFORNIA,
CONNECTICUT, DELAWARE, DISTRICT OF COLUMBIA, FLORIDA, GEORGIA,
IDAHO, ILLINOIS, INDIANA, IOWA, KANSAS, KENTUCKY, LOUISIANA, MAINE,
MARYLAND, MASSACHUSETTS, MICHIGAN, MINNESOTA, MISSISSIPPI,
MISSOURI, MONTANA, NEBRASKA, NEVADA, NEW HAMPSHIRE, NEW JERSEY, NEW
YORK, NORTH CAROLINA, NORTH DAKOTA, OHIO, OKLAHOMA, OREGON,
PENNSYLVANIA, RHODE ISLAND, SOUTH CAROLINA, SOUTH DAKOTA,
TENNESSEE, TEXAS, UTAH, VIRGINIA, WASHINGTON, and WISCONSIN to
resolve the State Consumer Protection Claims and all other issues
and investigation of the Attorneys General Multistate Working Group
("MSWG") into TKH and the Debtors.

A hearing on the Settlement is scheduled for March 13, 2018, at
10:00 a.m. (EST).  Objections are due Feb. 28 at 4:00 p.m.

A copy of the Motion, along with the Settlement, is available for
free at:

   http://bankrupt.com/misc/TK_H_2070_M_Settlement_States.pdf

A copy of the Memorandum of Law in Support of Plan Confirmation is
available at:

   http://bankrupt.com/misc/TK_H_2050_Plan_Memo.pdf

On Oct. 4, 2017, the Bankruptcy Court entered an order establishing
a deadline to file proofs of claim in the Debtors' Chapter 11
Cases:

     (i) Nov. 27, 2017 for persons or entities not including
governmental units and PPICs;

    (ii) Dec. 22, 2017 for Governmental Units; and

   (iii) Dec. 27, 2017 for individuals (each, a "PPIC") asserting
claims against any of the Debtors for past or future monetary
losses, personal injuries (including death), or asserted damages
arising out of or relating to an airbag containing phase-stabilized
ammonium nitrate propellant ("PSAN Inflators"), or their component
parts, manufactured or sold by the Debtors or their affiliates
prior to the Petition Date (each, a "PPIC Claim").

Many of the States have timely filed proofs of claim, and other
States might file and seek approval of late-filed proofs of claim
in the Chapter 11 Cases against TKH, which set forth State Consumer
Protection Claims such as claims and causes of action under the
States' consumer protection laws, including civil claims, damages,
restitution, fines, costs, and penalties of the States, against
TKH, the Debtors, and the Reorganized Debtors arising from or
related to the design, engineering, manufacturing, marketing, sale,
or maintenance of PSAN Inflators, their component parts, or the
Airbag Systems in which they are or were incorporated, as follows:
Nos. 4153 and 4211 (Alabama), 4224 (Arizona), 4198 (Arkansas), 4167
and 4229 (California), 4127 (Connecticut), 4147 (District of
Columbia), 4142 (Florida), 4196 (Georgia), 4049 (Idaho), 4163
(Illinois), 4219, 4220, and 4377 (Indiana), 4174 (Iowa), 4137
(Kansas), 4234 (Kentucky), 4242 (Louisiana), 4209 and 4325 (Maine),
4197 (Maryland), 4308 (Massachusetts), 4166 (Michigan), 4237
(Minnesota), 4122 (Missouri), 4133 (Nebraska), 4221 (Nevada), 4140
(New
Jersey), 4143 (New York), 4212 and 4213 (North Carolina), 4119
(Ohio), 4236 (Oklahoma), 4243 (Oregon), 4168 (Pennsylvania), 4222
(South Carolina), 4210 (South Dakota), 4226 (Tennessee), 4381
(Texas), 4134 (Utah), 4069 (Virginia), 4141 (Washington), and 4117
(Wisconsin).

On Jan. 5, 2018, the Court entered and order approving the
disclosure statement for the Third Amended Joint Chapter 11 Plan of
Reorganization of TK Holdings Inc. and its Affiliated Debtors  as
filed on Feb. 14, 2018, and the Debtors commenced solicitation of
the Plan shortly thereafter.  The hearing on confirmation of the
Plan is scheduled for Feb. 13, 2018 at 10 a.m. (Prevailing Eastern
Time).

To date, the MSWG $139,349 in expenses investigating the business
practices of Takata that gave rise to the State Consumer Protection
Claims (the "MSWG Expenses").

                     The Settlement Agreement

On Feb. 14, 2018, the Parties reached an amicable agreement to
resolve the State Consumer Protection Claims and conclude the
investigation of the MSWG into TKH.  The material terms of the
Settlement Agreement are as follows:

   * Advertising. TKH and Reorganized TK Holdings will not
Advertise, promote, or otherwise Represent, in any way that is
false, deceptive, or misleading: (a) its Airbag Systems, (b) the
safety of its Airbag Systems, including but not limited to Airbag
Systems containing PSAN, or (c) the safety of any components of its
Airbag Systems, including but not limited to PSAN.

   * Safety Representations.  TKH and Reorganized TK Holdings will
not Represent that its Airbag Systems are "safe," or use a term or
phrase of similar comparative or superlative meaning, such as
"safest" or "safer," or any other term that denotes or implies
safety, quality, reliability, and/or dependability, unless such
Representation is supported by Competent and Reliable Scientific or
Engineering Evidence.

   * Testing Data.  TKH and Reorganized TK Holdings will not
falsify or manipulate any testing data, nor will they provide
testing data that they know is inaccurate.

   * Compliance with State and Federal Law, the Motor Vehicle
Safety Act and NHTSA Orders.  TKH and Reorganized TK Holdings will
comply with applicable state and federal laws, as well as the
notification and remedy provisions of the Motor Vehicle Safety Act.
TKH and Reorganized TK Holdings will comply in all respects with
the NHTSA Consent Order and the Coordinated Remedy Order, and will
notify South Carolina of any material breaches or failures and such
breach shall be deemed a breach of the Settlement Agreement in the
reasonable discretion of the States.

However, any non-payment of fines or penalties due under the NHTSA
Consent Order or Coordinated Remedy Order will not be deemed a
breach of the Settlement Agreement.

   * Continue Recall Efforts.  TKH will continue to cooperate with
OEMs and alternative inflator suppliers to ensure that replacement
inflators are made available as expeditiously as possible from all
possible sources.

   * Discontinue Production of Ammonium Nitrate Airbags.  With
respect to new contracts, except as provided in the Plan, TKH and
Reorganized TK Holdings will not contract for sale or resale,
offer, provision for use, or otherwise agree to place into the
stream of commerce in the United States, any Airbag Systems using
PSAN Inflators, regardless of whether those Airbag Systems contain
2004 propellant, 2004L propellant, or desiccant.

   * Notification Prior to Destruction of Records.  TKH and
Reorganized TK Holdings will provide 60 days' written notice to
South Carolina, as lead state of the MSWG, prior to the destruction
or disposal of records relating to PSAN Inflator safety testing.

   * Payment to the States.  South Carolina, as the lead state of
the MSWG, will be granted an Allowed Administrative Expense Claim
under the Plan in the amount of $139,349 in satisfaction of the
MSWG Expenses.  The States, collectively, will be granted a Class
9(d) Subordinated Claim under the Plan against TKH for a civil
penalty in the amount of $650,000,000.

   * Releases.  Upon the effectiveness of the Settlement Agreement
and upon payment of the MSWG Expense Payment to South Carolina, the
State Consumer Protection Claims against TKH, the Debtors, and the
Reorganized Debtors will be released, discharged in accordance with
Section 1141 of the Bankruptcy Code, and forever barred to the
fullest extent permitted by law.

The Debtors' counsel, Michael J. Merchant, Esq., at RICHARDS,
LAYTON & FINGER, P.A., avers, "Entry into the Settlement Agreement
avoids protracted, complicated and expensive multi-state
litigation.  Defending against these potential lawsuits would
require significant time, effort, and resources from the
Reorganized Debtor, who would be forced to defend against these
lawsuits in numerous forums, which could potentially interfere with
the Reorganized Debtors' obligations and delay the recall process.
The complexity of the State Consumer Protection Claims and the
expense, inconvenience, and delay that would result strongly
militate in favor of approving the Settlement Agreement, which
expeditiously resolves the Claims of these 45 States.  The
Settlement Agreement will allow the Debtors to conserve their
limited financial resources, rather than engaging in litigation,
which may cause undue delay to the administration of the Estates,
and, as a result, harm other creditors."

                         About TK Holdings

Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures and sells
safety products for automobiles.  The Company offers seatbelts,
airbags, steering wheels, child seats and trim parts. Headquartered
in Tokyo, Japan, Takata operates 56 plants in 20 countries with
approximately 46,000 global employees worldwide. The Company has
subsidiaries located in Japan, the United States, Brazil, Germany,
Thailand, Philippines, Romania, Singapore, Korea, China and other
countries.

Takata Corp. filed for bankruptcy protection in Tokyo and the U.S.,
amid recall costs and lawsuits over its defective airbags. Takata
and its Japanese subsidiaries commenced proceedings under the Civil
Rehabilitation Act in Japan in the Tokyo District Court on June 25,
2017.

Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S.
and Mexican affiliates each filed voluntary petitions under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11375) on June 25, 2017.  Together with the bankruptcy filings,
Takata announced it has reached a deal to sell all its global
assets and operations to Key Safety Systems (KSS) for US$1.588
billion.

Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese
proceedings. Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata.  Ernst & Young LLP is
tax advisor.  Prime Clerk is the claims and noticing agent.  The
Debtors Meunier Carlin & Curfman LLC, as special intellectual
property counsel.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor.  UBS Investment Bank also
provides financial advice to KSS.

On June 28, 2017, TK Holdings, as the foreign representative of the
Chapter 11 Debtors, obtained an order of the Ontario Superior Court
of Justice (Commercial List) granting, among other things, a stay
of proceedings against the Chapter 11 Debtors pursuant to Part IV
of the Companies' Creditors Arrangement Act.  The Canadian Court
appointed FTI Consulting Canada Inc. as information officer.  TK
Holdings, as the foreign representative, is represented by McCarthy
Tetrault LLP.

The U.S. Trustee has appointed an Official Committee of Unsecured
Trade Creditors and a separate Official Committee of Tort
Claimants.

The Official Committee of Unsecured Creditors has selected
Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F.
Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington,
Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson
Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York;
and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Washington, D.C., as its bankruptcy counsel.  The Committee
has also tapped Chuo Sogo Law Office PC as Japan counsel.

The Official Committee of Tort Claimants selected Pachulski Stang
Ziehl & Jones LLP as counsel.  Gilbert LLP will evaluate of the
insurance policies.  Sakura Kyodo Law Offices will serve as special
counsel.

Roger Frankel, the legal representative for future personal injury
claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and
Ashby & Geddes PA to serve as co-counsel.

Takata Corporation ("TKJP") and affiliates Takata Kyushu
Corporation and Takata Services Corporation commenced Chapter 15
cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9,
2017, to seek U.S. recognition of the civil rehabilitation
proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the
Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as
Takata's counsel in the Chapter 15 cases.


TRI-STAR CONSTRUCTION: Can Use Cash Collateral Until March 8
------------------------------------------------------------
The Hon. Erithe Smith of the U.S. Bankruptcy Court for the Central
District of California gave Tri-Star Construction and Restoration
Services Inc., authority to use cash collateral on an interim basis
until March 8, 2018.

A final hearing on the Debtor's request to use cash collateral is
scheduled at 10:30 a.m. on March 8, 2018.

The cash collateral is pledged as security for a loan with JPMorgan
Chase Bank, as well as several state tax liens by the EED. The use
of cash collateral is needed in order for the Debtor to pay
immediate necessary and ongoing expenses of maintaining, operating,
and preserving its business.

The cash collateral will be utilized under a proposed budget with
total projected net income of $28,569, from Jan. 18 to March 18,
2018.

A full-text copy of the Interim Order can be viewed at:

           http://bankrupt.com/misc/Tri-StarInterimOrder.pdf

A full-text copy of the Debtor's Motion can be viewed at:

           http://bankrupt.com/misc/Tri-StarMotion.pdf

                   About Tri-Star Construction

Tri-Star Construction and Restoration Services, Inc., is a
privately-held company that provides water damage restoration, mold
repair and fire damage repair services in Anaheim, California.  It
is a small business debtor as defined in 11 U.S.C. Section
101(51D).

X Tri-Star Construction sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10006) on Jan. 3,
2018.  In the petition signed by Salvador Reyes Gomez, president,
the Debtor disclosed $1.23 million in assets and $613,407 in
liabilities.  Judge Erithe A. Smith presides over the case.
Michael R. Totaro, Esq., at Totaro & Shanahan, in Pacific
Palisades, California, serves as counsel to the Debtor.


TTM TECHNOLOGIES: S&P Lowers CCR to 'BB+' on $600MM Loan Upsize
---------------------------------------------------------------
S&P Global Ratings revised its recovery rating to '2' from '1' on
Costa Mesa, Calif.-printed circuit board manufacturer TTM
Technologies Inc.'s first-lien debt (term loan and revolving credit
facility). S&P said, "The '2' recovery rating indicates our
expectation of substantial (70%-90%; rounded estimate: 70%)
recovery for lenders in the event of a payment default.

"We also lowered our issue-level rating on the first-lien debt to
'BB+' from 'BBB-' in accordance with our notching criteria for a
'2' recovery rating. All of our other ratings on TTM Technologies
are unchanged.

"The rating actions reflect our view of TTM's plan to increase its
first-lien term loan by $600 million to $950 million, versus the
previous assumption of a $300 million increase. Total debt issued
will be the same, as the company will no longer look to upsize the
existing structurally senior unsecured notes."

ISSUE RATINGS--RECOVERY ANALYIS

Key analytical factors

S&P said, "Our simulated default scenario assumes a payment default
in 2023 arising from a combination of heightened competition,
inefficient research and product development outlays, and an
economic slowdown that results in client attrition, lower margins,
and the loss of liquidity.

"We believe the company would be reorganized under a default
scenario rather than liquidated. We applied a 5x multiple to an
estimated distressed emergence EBITDA of $193 million to estimate
gross recovery value of $966 million. The multiple is at the low
end of the range we use for hardware companies, which we believe is
appropriate given the industry's cyclical nature, high
fragmentation, and high capital spending requirements."

Simulated default assumptions

-- Simulated year of default: 2023
-- EBITDA at emergence: $193 million
-- EBITDA multiple: 5x
-- LIBOR at default: 2.5%

Simplified waterfall

-- Net recovery value (after 5% administrative costs): $918
million
-- Valuation split (obligors/nonobligors): 45%/55%
-- Priority claims: $215 million
-- Value available to first-lien debt: $626 million
-- First-lien debt claims: $883 million
    --Recovery expectations: 70%-90% (rounded estimate: 70%)
-- Value available to structurally senior unsecured notes: $79
million
-- Structurally senior unsecured debt claims: $385 million
    --Recovery expectations: 10%-30% (rounded estimate: 20%)
-- Subordinated senior unsecured debt claims: $252 million
    --Recovery expectations: 0%-10% (rounded estimate: 0%)

All debt amounts at default include six months' accrued prepetition
interest. Collateral value equals asset pledges from obligors less
priority claims plus equity pledges from nonobligors after
nonobligor debt.

RATINGS LIST

  TTM Technologies Inc.
  Corporate Credit Rating             BB/Stable/--       
  Ratings Lowered; Recovery Ratings Revised
                                       To                 From
  TTM Technologies Inc.  
   Senior Secured                      BB+                BBB-
    Recovery Rating                    2(70%)             1(90%)

  Ratings Affirmed; Recovery Expectations Revised
                                       To                 From
  TTM Technologies Inc.  
   Senior Unsecured                    BB-                BB-
    Recovery Rating                    5(20%)             5(15%)

  Ratings Affirmed
  TTM Technologies Inc.
   Senior Unsecured                    B+  
    Recovery Rating                    6(0%)  


TUCSON ONE: Unsecured Creditors to Get Full Payment in 5 Years
--------------------------------------------------------------
Tucson One, LLC, filed a plan of reorganization proposing to reduce
the balance of its Secured Loan (in the principal amount of
$2,469,500) to the appraised value of the real property located at
3700 E. Ft. Lowell Road, Tucson, Arizona, thus bifurcating the
Secured Loan into two parts:

   1) a first position secured claim equal to the fair market value
of the Property, and

   2) a second position secured claim equal to the balance to be
paid off upon the sale of the Property.

The first position secured claim will be amortized, resulting in a
lower monthly payment than the current payment.  This will provide
Debtor more flexibility in negotiating a future lease with a tenant
sufficient to cover the monthly payment, plus generate additional
cash flow to pay the remaining Creditors.

Class 5 consists of the allowed general unsecured claims against
Debtor.  Beginning 18-months after the Effective Date, Debtor
proposes making monthly payments for five years to its allowed
general unsecured claims, paid equally, pro-rata, until the allowed
claims are paid in full.

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

            http://bankrupt.com/misc/azb17-11219-31.pdf

                        About Tucson One

Headquartered in Ventura, California, Tucson One, LLC, is a single
asset real estate as that term is defined in 11 U.S.C. Section
101(51B).  It filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 17-11219) on Sept. 22, 2017, estimating its assets
and liabilities at between $1 million and $10 million.  Henry
Goldman, member and manager, signed the petition.  Judge Brenda
Moody Whinery presides over the case.  Neff & Boyer, P.C., is the
Debtor's bankruptcy counsel.



TWO RIVERS: Registers 8 Million Shares for Resale
-------------------------------------------------
Two Rivers Water & Farming Company filed with the Securities and
Exchange Commission a Form S-1 registration statement relating to
the resale by Powderhorn 1, LP of up to 8,000,000 shares of common
stock issuable upon conversion of a 12.5% original issue discount
convertible promissory note the Company issued in the principal
amount of $675,000.  The Company is not selling any of the shares
of common stock under this prospectus and will not receive any
proceeds from the sale of these shares.

The selling shareholder may offer the shares of common stock from
time to time through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at
privately negotiated prices.  The Company has agreed to bear all of
the expenses incurred in connection with the registration of these
shares.  The selling shareholder will pay or assume brokerage
commissions and similar charges, if any, incurred for the sale of
the shares.

The Company's common stock is quoted on the OTCQB under the symbol
"TURV."  On Feb. 5, 2018, the closing price of the common stock as
reported on the OTCQB was $0.29.

A full-text copy of the preliminary prospectus is available for
free at https://is.gd/BJFsnk

                       About Two Rivers

Based in Denver, Colorado, Two Rivers --
http://www.2riverswater.com/-- assembles its water assets by
acquiring land with senior water rights.  Two Rivers focuses on
development and redevelopment of infrastructure for water
management and delivery.  Two Rivers' first area of focus is in the
Huerfano-Cucharas river basin in southeastern Colorado.  Two
Rivers' long-term strategy focuses on the value of its water assets
and how to monetize water for the benefit of its stakeholders,
including communities near where its water assets are located.

The Company has not generated significant revenues and has incurred
net losses (including significant non-cash expenses) of
approximately $10.70 million and $6.157 million during the years
ended Dec. 31, 2016 and 2015, respectively.  At Sept. 30, 2017, the
Company has a working capital deficit and a stockholders' deficit
of approximately $19.37 million and $87.393 million, respectively.
The HCIC seller carry back debt is in technical default.  These
factors, the Company said, raise substantial doubt about its
ability to continue as a going concern.

"We currently expect that our cash expenditures will remain
constant for the foreseeable future, as we complete our second
greenhouse, and seek to monetize our water assets.  As a result,
our existing cash, cash equivalents and other working capital may
not be sufficient to meet all projected cash needs contemplated by
our business strategies for the remainder of 2017 and for 2018.  To
the extent our cash, cash equivalents and other working capital are
insufficient to fund our planned activities, we may need to either
slow our growth initiatives or raise additional funds through
public or private equity or debt financings.  We also may need to
raise additional funds in the event we determine in the future to
affect one or more acquisitions of businesses, technologies and
products.  If additional funding is required, we cannot assure that
we will be able to affect an equity or debt financing on terms
acceptable to us or at all," the Company stated in its quarterly
report for the period ended Sept. 30, 2017.


US STEEL: S&P Alters Outlook to Positive as Cash Flows Strengthen
-----------------------------------------------------------------
S&P Global Ratings affirmed its ratings on United States Steel
Corp. (U.S. Steel), including its 'B' long-term corporate credit
rating on the company, and revised the outlook to positive from
stable.

S&P said, "Our 'BB-' rating and '1' recovery rating on the
company's senior secured notes indicates our expectation of very
high (90%-100%; rounded estimate 95%) recovery in the event of a
payment default. Our 'B' rating and '4' recovery rating on its
senior unsecured notes indicates our expectation of average
(30%-50%; rounded estimate 35%) recovery.

"Our ratings on U.S. Steel reflect the company's volatile earnings
and cash flow, large debt load and pension obligations, heavy
capital intensity, and exceptional liquidity. The company's
stronger operating cash flow should enable it to fund a large
capital expenditure program in its core hot-rolled steelmaking
operations, which we view as strategically important in improving
its efficiency in this competitive commodity industry. Domestic
steel producers in the U.S. appear to be benefiting from global
shifts in trade and production. Specifically, a weaker U.S. dollar
is constraining imports, inefficient steelmaking in China is being
cut to support broader energy-use policy goals, and U.S. trade
cases are setting the stage for tariffs or other barriers.

"The positive outlook reflects our view that U.S. Steel could
sustain adjusted debt leverage below 3x with improving
profitability and good cash flow in 2018. We also expect the
company should be able to fund its large, strategically important
capital expenditure program and modest maturities internally in
2018.

"We could raise the rating in the next year if the company holds
debt balances steady while executing its asset revitalization
program, which we believe should boost profitability and
sustainably reduce the volatility of credit measure. As such, we
could raise the rating if adjusted leverage remains below 3x
through the heaviest capital spending in 2018 and 2019. We believe
such a scenario could occur if the company generated adjusted
EBITDA margins consistently above 10%, which we would view as
average for the industry and could confirm a stronger position
within the intensely cost-competitive global steel market.

"We could revise the outlook back to stable if earnings deteriorate
such that the company generates negative free cash flow to
implement its asset revitalization, which we believe could push
leverage back toward 4x. We estimate this could occur only if
prices dropped below $640 per ton for most of 2018, which would be
an unexpectedly sharp deterioration in U.S. steel market
conditions. Such a scenario could also weaken our view of the
company's improving profitability and exceptional liquidity."


USA SALES: Excise Taxes Not Entitled to Eighth Priority Status
--------------------------------------------------------------
Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central
District of California granted Debtor USA Sales, Inc.'s motion to
determine whether the Board of Equalization claim is entitled to
priority status under section 507(a)(8).

The claim in question relates to excise taxes in the amount of
$1,505,638.57 on cigarettes distributed by USA Sales in 2007 and
2008. The Debtor contends that such taxes are not entitled to
eighth priority status under the Bankruptcy Code and that the
underlying claim should be held to be merely a general unsecured
claim. The California Department of Tax and Fee Administration,
successor in interest to the California State Board of
Equalization, takes the opposite position, contending that such
taxes are entitled to eighth priority status and advocating denial
of the motion with prejudice.

The CDTFA argues that the excise taxes at issue here fall under
section 507(a)(8)(E)(ii), not section 507(a)(8)(E)(i), and that
there was no "transaction" until the SBOE Decision became final on
May 25, 2016.4 The CDTFA bases these contentions on In re Lorber
Indus. of Cal which (according to the CDTFA) held that the date on
which a particular tax was assessed can be examined to determine
what the relevant "transaction" was within the meaning of section
507(a)(8)(E)(ii).

Contrary to the CDTFA's contention, the "transaction" here for
purposes of 11 U.S.C. section 507(a)(8)(E) is not the final audit
deficiency determination by the SBOE of the cigarette taxes
allegedly owed by Debtor. The California Cigarette and Tobacco
Products Tax Law does not impose a tax on the transaction of making
an audit deficiency determination with respect to cigarette and
tobacco products; it imposes a tax on distributing cigarettes and
tobacco products. The SBOE's (or CDTFA's) "right to payment" within
the meaning of the Bankruptcy Code arose when the Debtor
distributed the cigarettes in 2007 and 2008, not when the amount of
the taxes for such distribution was quantified on a final basis by
the SBOE. It must be borne in mind that section 507(a)(8)(E) grants
priority to "allowed unsecured claims of governmental units for . .
. (E) an excise tax (i) on a transaction . . ." Under 11 U.S.C.
section 101(5)(A), the term "claim" means a "right to payment,
whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured. . ." The SBOE
possessed a "claim" for bankruptcy purposes from and after the time
the cigarettes were distributed in 2007 and 2008, even though the
claim had not yet been liquidated through the SBOE's audit, appeal
and assessment procedures and processes.

Here, a return was required to be filed by Debtor pursuant to the
requirements of California Revenue and Taxation Code section
30182(a). The return for the most recent period that was under
audit by the SBOE was the return for cigarettes and tobacco
products distributed during the calendar month ending November 30,
2008. This return was last due on Dec. 25, 2008 (or perhaps Dec.
26, 2008 given that Dec. 25 is Christmas). Dec. 26, 2008 is more
than three years before the petition date of May 20, 2016, so the
cigarette distribution taxes for the month of November 2008 are
outside the three-year statutory time period unless that time
period was tolled in some manner. Similarly, the cigarette
distribution taxes for months earlier than November 2008 (going all
the way back to the earliest month, January 2007) are likewise
outside the statutory time period unless that time period is tolled
in some manner.

The CDTFA also argues that the flush language of section 507(a)(8)
tolls the running of the three-year time period of 11 U.S.C.
sectopm 507(a)(8)(E) because the Debtor petitioned the SBOE Appeals
Division for a redetermination of the excise tax deficiencies
proposed by the audit division and that therefore the period is
tolled all the way from Sept. 20, 2010 (December 21, 2010, the date
of the petition for redetermination, plus 90 days) through the
petition date of May 20, 2016. If this analysis is correct,
deficient cigarette taxes for the months of August 2007 through
November 2008 would still be eighth priority taxes, and only
cigarette taxes for the period from January 2007 through July 2007
would be a non-priority general unsecured claim.

Under the flush language of section 507(a)(8), the prohibition
against collection action must occur ". . . as a result of a
request by the debtor for a hearing and an appeal of any collection
action taken or proposed against the debtor. . ." The Debtor made a
request for a hearing and took an appeal -- but the request did not
in any way relate to any "collection action . . . taken against the
debtor." The Debtor's request for a hearing and appeal related to
liability for the cigarette taxes, not collection of the cigarette
taxes. More important, no collection action had yet been taken
against the Debtor at the time the appeal was filed and the hearing
requested, so the appeal certainly did not relate to collection
action that had already been taken against the Debtor -- because
there was none.

The bankruptcy case is in re: USA Sales, Inc., Chapter 11,
Debtor(s), Case No. 6:16-bk-14576-MW (Bankr. C.D. Cal.).

A copy of Judge Wallace's Jan. 31, 2018 Memorandum Decision is
available at https://is.gd/pyLw9n from Leagle.com.

USA Sales, Inc., Debtor, represented by Rachel S. Milman, Esq. ,
Law Offices of Rachel S. Ruttenberg, Lisa Nelson  --
lnelson@taylorlaw.com -- Law Offices of Lavar Taylor LLP, Daren M.
Schlecter, Law Office of Daren M. Schlecter & A. Lavar Taylor --
ltaylor@taylorlaw.com -- Law Offices of A. Lavar Taylor LLP.

United States Trustee (RS), U.S. Trustee, represented by Abram
Feuerstein, Esq., Office of US Trustee & Everett L. Green, Office
of the US Trustee.

                    About USA Sales, Inc.

USA Sales, Inc., dba Statewide Distributors, Inc., filed for
Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No.
16-14576) on May 20, 2016, estimating assets and liabilities
between $1 million and $10 million.  The petition was signed by
Claudia Ali, surviving spouse of Kabiruddin Karim Ali and 100%
beneficiary.  Judge Mark S. Wallace presides over the case.

The Debtor is a tobacco and cigarette distributor based in Ontario,
California.

Daren M Schlecter, Esq., at the Law Office of Daren M. Schletcter,
APC, serves as the Debtor's bankruptcy counsel.  The Law Offices of
A. Lavar Taylor LLP serves as special counsel.  The Debtor engaged
M. Zubair Rawda as accountant and BSW & Associates as investment
banker.


VELOCITY HOLDINGS: March 28 Plan Hearing Set, Disclosure Okayed
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware entered an order on Feb. 14 approving the adequacy of
the disclosure statement explaining the Joint Chapter 11 Plan of
Reorganization of Velocity Holdings Company, Inc., and its
debtor-affiliates.

The Court will hold a hearing March 28 at 11:00 a.m. to consider
confirmation of the Plan.

Objections to the Plan are due March 21.  Plan votes are also due
that day.

Under the Plan, Holders of First Lien Term Loan Claims, projected
to total $287.2 million, are expected to recoup 27% under the
Plan.

Holders of Second Lien Term Loan Claims, projected to total $86
million, and of General Unsecured Claims, projected to total $7.6
million, are out of the money.

The Plan assumes a midpoint Enterprise Value of $215 million, as
set forth in the Valuation Analysis included in the Plan.

Matt Chiappardi, writing for Bankruptcy Law360, reported that Judge
Carey authorized Velocity to poll creditors on its Chapter 11 plan
after hearing that concerns from unsecured creditors over how
liability releases were described had been resolved.  During a
short hearing in Wilmington, Judge Carey approved the disclosure
statement explaining the Plan.

As reported by the Troubled Company Reporter, Velocity Holding
filed for Chapter 11 bankruptcy protection after reaching a deal on
a restructuring that would transfer ownership of the business to
the Company's first lien lenders.

As a result of a business combination in mid-2014 between certain
of its current subsidiaries, the Company incurred approximately
$400 million of first and second lien debt in the aggregate.  As of
the Petition Date, the principal amount of the Debtors'
consolidated funded debt obligations totaled approximately $440
million, comprised of:

   (a) approximately $65 million of obligations under a $110
million revolving credit facility (the "ABL Facility");

   (b) approximately $290 million of obligations under a $295
million first lien term loan (the "First Lien Term Loan"); and

   (c) approximately $85 million of obligations under an $85
million second lien term loan ("Second Lien Term Loan").

After extensive negotiations, the Company, and holders of more than
approximately 90% of the First Lien Term Loan reached an agreement
for a consensual, balance-sheet restructuring to be implemented
through a chapter 11 plan that significantly deleverages the
Company, provides liquidity through two Exit Facilities, and
minimizes the time and expense associated with the restructuring.

In exchange for the compromises contained in the Plan, holders of
Class 3 First Lien Term Loan Claims will each receive their pro
rata share of 100% of the New Common Units (subject to dilution by
the New Warrants and the Management Incentive Plan).

On the Effective Date, the Debtors will effectuate the Plan by: (a)
issuing the New Common Units; (b) entering into the Exit Revolving
Credit Facility and the Exit Term Loan Credit Facility; (c) issuing
the New Warrants; and (d) entering into all related documents to
which the Reorganized Debtors are contemplated to be a party on the
Effective Date.  All existing Interests in Velocity Holdings shall
be cancelled as of the Effective Date.

General Electric Capital Corporation is the administrative agent
under the ABL Facility.  Credit Suisse A.G. is the administrative
agent under the First Lien Term Loan Facility and the Second Lien
Term Loan.

The majority of Velocity Holding's outstanding equity is owned by
Lacy Distribution, Inc.  A significant minority portion of the
Company's outstanding equity is indirectly owned by Leonard Green,
with a variety of other minority shareholders holding the
remainder.

The Debtors filed their Joint Chapter 11 Plan and Disclosure
Statement on January 10.  A copy of the Original Disclosure
Statement is available at:

          http://bankrupt.com/misc/deb17-12442-00280.pdf

On Feb. 12, the Debtors filed a revised version of the Joint
Chapter 11 Plan and Disclosure Statement.  A blacklined-copy of the
Disclosure Statement is available at:

          http://bankrupt.com/misc/deb17-12442-00392.pdf

A copy of the Court's Disclosure Statement Approval Order is
available at:

          http://bankrupt.com/misc/deb17-12442-00401.pdf

                     About Velocity Holding

Velocity Holding Company, Inc., doing business as Motorsport
Aftermarket Group -- http://www.maggroup.com/-- is an independent
wholesale distributor, designer, manufacturer, retailer, and
marketer of aftermarket parts, apparel, and accessories for the
powersports industry.  The powersports industry is a subset of the
broader motorsports industry and consists of vehicles such as
motorcycles, all-terrain vehicles, "side-by-sides" or utility
terrain vehicles, and snowmobiles, among others. The MAG Group
office provides support in the areas of business development,
finance, sourcing, information technology, sales, marketing and
administration.

Velocity Holding Company, Inc., and its affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 17-12442) on Nov. 15,
2017, after reaching a deal that would transfer ownership of the
Company to the first lien lenders.

Velocity Holding estimated under $50,000 in assets.  Debtor Ed
Tucker Distributor estimated between $100 million and $500 million
in assets.  The Debtors disclosed $440 million in total debt.

The Hon. Kevin J. Carey is the case judge.

In an Order dated December 12, 2017, the Bankruptcy Court approved
Proskauer Rose LLP as counsel to the Debtors; Cole Schotz P.C., as
Delaware Co-Counsel, Anthony C. Flanagan of AP Services, as chief
restructuring officer; and Donlin, Recano & Company, Inc., as
claims and noticing agent and administrative agent. The Debtors
tapped AlixPartners as restructuring advisor.

On November 29, 2017, Andrew Vara, acting U.S. Trustee for Region
3, appointed an official committee of unsecured creditors.  The
committee hired Foley & Lardner LLP, as counsel; Whiteford Taylor &
Preston LLC, as Delaware counsel; Province, Inc., as financial
advisor.


VIDANGEL INC: Given Until June 15 to File Plan of Reorganization
----------------------------------------------------------------
The Hon. Kevin R. Anderson of the U.S. Bankruptcy Court for the
District of Utah has granted VidAngel, Inc., an extension of its
exclusive period for filing a plan of reorganization or liquidation
through and including June 15, 2018, and exclusive period for
soliciting acceptances of such filed plan through and including
Aug. 14, 2018.

As reported by the Troubled Company Reporter on January 22, 2018,
the Debtor has sought declaratory relief that its Stream-Based
Service is legal in the United States District Court for the
District of Utah, Case No. 2:17-cv-00989-EJF. In light of the
pending litigation issues in the Declaratory Relief Action, the
Debtor asked the Court for an order granting an initial extension
of 120 days to the original allocated time to file and solicit
acceptances for a plan.

                       About VidAngel Inc.

VidAngel is an entertainment platform empowering users to filter
language, nudity, violence, and other content from movies and TV
shows on modern streaming devices such as iOS, Android, and Roku.
The company's newly launched service empowers users to filter via
their Netflix, Amazon Prime, and HBO on Amazon Prime accounts, as
well as enjoy original content produced by VidAngel Studios.  Its
signature original series, Dry Bar Comedy, now features the world's
largest collection of clean standup comedy, earning rave reviews
from fans nationwide.

VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition
(Bankr. D. Utah Case No. 17-29073) on Oct. 18, 2017.  In the
petition signed by CEO Neal Harmon, the Debtor estimated $1 million
to $10 million in both assets and liabilities.

Judge Kevin R. Anderson presides over the case.

J. Thomas Beckett, Esq., at Parsons Behle & Latimer, serves as
bankruptcy counsel to the Debtor.  The Debtor hired Durham Jones &
Pinegar and Baker Marquart LLP as its special counsel; and Tanner
LLC as its auditor and advisor.  The Debtor also hired economic
consulting expert Analysis Group, Inc.  The Debtor tapped Stris &
Maher LLP as special counsel in the Debtor's Appellate Case.


VILLA MARIE: Case Summary & Top Unsecured Creditors
---------------------------------------------------
Lead Debtor: Villa Marie Winery, LLC
             dba Villa Marie Winery and Banquet Center
             6633 East Main Street
             Maryville, IL 62062

Business Description: Villa Marie Winery and its subsidiaries are
                      privately held companies in Maryville,
                      Illinois that operate a vineyard, winery and
                      banquet complex.  All Villa Marie grapes are
                      Illinois grown, mostly harvested from its
                      own family vineyards.  For more information,
                      visit https://villamariewinery.com.

Chapter 11 Petition Date: February 14, 2018

Affiliates that simultaneously filed Chapter 11 petitions:

    Debtor                                        Case No.
    ------                                        --------
    Villa Marie Winery, LLC                       18-30163
    Villa Marie Vineyard, Inc.                    18-30164
    JSD Enterprises, LLC                          18-30165
    Drost Enterprises, LLC                        18-30166
    JSD Enterprises, LLC - Vineyard               18-30167
    JSD Enterprises, LLC - Zupan                  18-30168
    JSD Enterprises, LLC-Lakewood                 18-30169

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Debtors' Counsel: Robert E. Eggmann, Esq.
                  CARMODY MACDONALD P.C.
                  120 S Central Ave, Suite 1800
                  St Louis, MO 63105
                  Tel: (314) 854-8600
                  Fax: (314) 854-8660
                  Email: ree@carmodymacdonald.com

Assets and Liabilities:

                           Estimated            Estimated
                             Assets           Liabilities
                           ----------         -----------
Villa Marie Winery     $1 mil.-$10 million  $1 mil.-$10 million
Villa Marie Vineyard   $1 mil.-$10 million  $1 mil.-$10 million
JSD Enterprises        $1 mil.-$10 million  $1 mil.-$10 million
Drost Enterprises      $1 mil.-$10 million  $1 mil.-$10 million
JSD Ent - Vineyard     $1 mil.-$10 million  $1 mil.-$10 million
JSD Ent - Zupan       $100,000-$500,000     $1 mil.-$10 million
JSD Ent - Lakewood    $100,000-$500,000     $1 mil.-$10 million

The petitions were signed by Judy S. Wiemann, owner.

A full-text copy of Villa Marie Winery's petition containing, among
other items, a list of the Debtor's 11 unsecured creditors is
available for free at:

           http://bankrupt.com/misc/ilsb18-30163.pdf

A full-text copy of Villa Marie Vineyard, Inc.'s petition is
available for free at:

            http://bankrupt.com/misc/ilsb18-30164.pdf

A full-text copy of JSD Enterprises, LLC's petition is available
for free at:

            http://bankrupt.com/misc/ilsb18-30165.pdf

A full-text copy of Drost Enterprises, LLC's petition is available
for free at:

            http://bankrupt.com/misc/ilsb18-30166.pdf

A full-text copy of JSD Enterprises, LLC - Vineyard's petition
containing, among other items, the identity of its sole unsecured
creditor is available for free at:

            http://bankrupt.com/misc/ilsb18-30167.pdf

A full-text copy of JSD Enterprises, LLC - Zupan's petition
containing, among other items, a list of the Debtor's two unsecured
creditors is available for free at:

            http://bankrupt.com/misc/ilsb18-30168.pdf

A full-text copy of JSD Enterprises, LLC-Lakewood's petition
containing, among other items, a list of the Debtor's two unsecured
creditors is available for free at:

            http://bankrupt.com/misc/ilsb18-30169.pdf

Each of Debtors Villa Marie Vineyard, Inc.; JSD Enterprises, LLC;
Drost Enterprises, LLC; and JSD Enterprises, LLC - Vineyard,
lists First Mid-Illinois Bank & Trust as its sole unsecured
creditor holding a claim of $1.71 million.


VITAMIN WORLD: Exclusive Plan Filing Deadline Extended to April 9
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of Vitamin World
Inc. and its affiliates, (a) the period in which the Debtors have
the exclusive right to file a chapter 11 plan through April 9, 2018
and (b) the period in which the Debtors have the exclusive right to
solicit acceptances of the chapter 11 plan through June 8, 2018.

The Troubled Company Reporter has previously reported that the
Debtors sought a short extension of the Exclusive Periods so that
the Debtors, in consultation with their key constituents, can work
to develop a viable chapter 11 plan or alternate wind down option.

On December 22, 2017, the Court entered an order approving the sale
of substantially all of the Debtors' assets, excluding the GOB
Inventory, to Vitamin World USA Corporation in accordance with an
asset purchase agreement. The Sale is expected to close on or about
January 19, 2018. The Debtors are currently working with the Buyer
to get ready for the closing of the Sale.

On Jan. 5, 2018, the Debtors sold the remaining GOB Inventory to
the Buyer and, on Dec. 28, 2017, filed a motion to reject the
leases for the GOB Leased Locations.

To ensure that the Chapter 11 Cases to continue to progress in an
effective and efficient manner, the Debtors sought the requested
extensions so that they can work towards a consensual chapter 11
plan while also continuing to focus on transitioning the Debtors'
operations and other pressing issues arising in these cases.

Since the Petition Date, the Debtors have made significant progress
in these Chapter 11 Cases.  The Debtors relate that for just over
four months, the Debtors have, inter alia:

     (a) rejected leases and conducted going out of business sales
for numerous underperforming store locations;

     (b) conducted a sale process in connection with the Going
Concern Sale and obtained Court approval of the Sale;

     (c) sold the remaining GOB Inventory to the Buyer;

     (d) moved to reject the leases for the GOB Leased Locations;

     (e) obtained interim and final approval of the Debtors'
debtor-in-possession credit facility; and

     (f) prepared and filed Schedules of Assets and Liabilities and
Statements of Financial Affairs.

The Debtors intended to maintain the speed and efficiency of the
Chapter 11 Cases as they work to close the Sale, liquidate the
Debtors' remaining assets and formulate a chapter 11 liquidating
plan. However, the Debtors said that they are mindful of the time
required to close the Sale, monetize certain remaining assets,
complete the transition of their books and records and conduct an
analysis of claims filed.  Moreover, the Debtors also required
sufficient time to consider plan structure or wind down
alternatives, as well as their financial implications, so that the
resulting plan serves the best interests of the Debtors and their
creditors.

                     About Vitamin World

Headquartered in Holbrook, New York, Vitamin World Inc. is a
specialty retailer in the vitamins, minerals, herbs and supplements
market.  The Company offers customers products across all major
VMHS and sports nutrition categories, including, supplements,
active nutrition, multiples, letter vitamins, health and beauty,
herbs, minerals, food and specialty items.  When it filed for
bankruptcy, Vitamin World was operating out of four distribution
centers located in Holbrook, New York; Sparks, Nevada; Riverside,
California; and Groveport, Ohio; and 334 retail stores that are
mostly located in malls and outlet centers across the United States
and its territories.  Products are also sold online at
http://www.vitaminworld.com/ The Company has 1,478   active
employees.

Vitamin World Inc., VWRE Holdings, Inc. ("RE Holdings") and other
related entities sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 17-11933) on Sept. 11, 2017.

Vitamin World estimated assets of $50 million to $100 million and
debt of $10 million to $50 million.

Katten Muchin Rosenman LLP is the Debtors' bankruptcy counsel. Saul
Ewing Arnstein & Lehr LLP is the co-counsel.  Retail Consulting
Services, Inc., is the Debtors' real estate advisors.  RAS
Management Advisors, LLC, is the financial advisor.  SSG Advisors,
LLC, is the Debtors' investment banker.  JND Corporate
Restructuring is the claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee retained Lowenstein Sandler LLP as lead
counsel; and Whiteford, Taylor & Preston LLC as Delaware counsel.


WASHINGTON MUTUAL: Trust Sanctioned for Failing to Pay Audit Firm
------------------------------------------------------------------
Grant Thornton, LLP, filed a motion for an order to show cause why
sanctions should not be imposed against Washington Mutual
Liquidating Trust for failure to comply with the Court's Final Fee
Order.  The Liquidating Trust opposes the motion contending that
the engagement of Grant Thornton was improvidently granted under
section 328 and that sanctions are not appropriate.  Because the
terms of the engagement were not improvidently granted, Bankruptcy
Judge Mary F. Walrath grants the sanctions motion.

Grant Thornton filed the instant motion asking the Court to impose
sanctions on the Liquidating Trust for failing to pay the
contingency fee pursuant to their Postpetition Agreement. It
asserted that its contingency fee applied to 10% of all Economic
Value received from the California Franchise Tax Board, including
the value derived from the Settlement Agreement. The Liquidating
Trust responded that the Treasury Interest Issue was repeatedly
rejected by the FTB and did not yield any Economic Value. Thus, in
its view, Grant Thornton was not entitled to a contingency fee.

After consideration of the documentary evidence and testimony, the
Court finds no evidence that the Postpetition Agreement was a
product of mutual mistake. The record shows that Grant Thornton was
clearly not mistaken and intended to be paid 10% of all Economic
Value received from the FTB for the Liquidating Trust's use of the
Treasury Interest Issue as leverage to reduce the Debtors' other
assessments. Even the Liquidating Trust's evidence does not
convince the Court that the Debtors were mistaken about the terms
of the Postpetition Agreement.

The language of the Postpetition Agreement is unambiguous and
broad. The Liquidating Trust's own witness, Curt Brouwer, admitted
the Debtors anticipated that the FTB would refuse to settle the
Treasury Interest Issue directly and that the term Economic Value
was used to include all potential ways the issue could be used.
Therefore, the Court finds that the parties intended the contingent
fee to apply to all economic value received by the Debtors from the
FTB.

Even if the Debtors were unilaterally mistaken, however, that does
not support a finding of improvidence. When the Debtors asked the
Court to approve the Postpetition Agreement under section 328(a),
they could certainly have foreseen the Court enforcing the
agreement as written. Accordingly, the Court finds no basis for a
finding of improvidence under section 328(a).

Because Grant Thornton had to file a motion to recover its
contingency fee, the Court concludes that sanctions are appropriate
in the amount of the costs associated with the filing and
prosecution of its motion.

The bankruptcy case is in re: WASHINGTON MUTUAL, INC., et al.,
Chapter 11, Debtors, Case No. 08-12229 (MFW) Jointly Administered
(Bankr. D. Del.).

A copy of Judge Walrath's Feb. 2, 2018 Opinion is available at
https://is.gd/ulo5Hl from Leagle.com.

Washington Mutual, Inc., Debtor, represented by Patricia Astorga ,
Weil, Gotshal & Manges LLP, Lee R. Bogdanoff --
lbogdanoff@ktbslaw.com -- Klee Tuchin Bogdanoff & Stern LLP, Lisa
N. Cloutier , Weil, Gotshal & Manges LLP, Mark D. Collins --
collins@rlf.com -- Richards, Layton & Finger, P.A., Diana M. Eng ,
Weil, Gotshal & Manges LLP, Lisa R. Eskow , Weil, Gotshal & Manges
LLP, Julio C. Gurdian , Weil, Gotshal & Manges, David B. Hird --
david.hird@retired.weil.com -- Weil, Gotshal & Manges LLP, Whitman
L. Holt -- wholt@ktbslaw.com -- Klee, Tuchin, Bogdanoff & Stern
LLP, Andrew C. Irgens , Chun I. Jang , Richards, Layton & Finger,
P.A., Cory D. Kandestin -- kandestin@rlf.com -- Richards, Layton &
Finger, P.A., Lee E. Kaufman -- kaufman@rlf.com -- Richards, Layton
& Finger, P.A., Shelley A. Kinsella -- sak@elliottgreenleaf.com --
Elliott Greenleaf, Theodore Allan Kittila , Greenhill Law Group,
LLC, Neil Raymond Lapinski , Gordon Fournaris & Mammarella, Jason
M. Madron -- madron@rlf.com -- Richards, Layton & Finger, P.A.,
John D. McLaughlin, Jr. -- jmclaughlin@ciardilaw.com -- Ciardi
Ciardi & Astin, Travis A. McRoberts , Akin Gump Strauss Hauer &
Feld LLP, Travis A. McRoberts -- mcroberts@rlf.com -- Richards,
Layton & Finger, P.A., David L. Permut , Goodwin Procter LLP,
Richard W. Slack -- richard.slack@weil.com -- Weil, Gotshal &
Manges LLP, Drew G. Sloan -- sloan@rlf.com -- Richards Layton &
Finger, P.A., Amanda R. Steele -- steele@rlf.com -- Richards,
Layton and Finger, David M. Stern -- dstern@ktbslaw.com -- Klee
Tuchin Bogdanoff & Stern LLP, Rachel Barish Swartz , Weil, Gotshal
& Manges LLP, Jennifer L. Wine , Weil, Gotshal & Manges LLP &
Rafael Xavier Zahralddin-Aravena , Elliott Greenleaf.

Joshua R. Hochberg, Examiner, represented by Phillip D. Bartz ,
McKenna Long & Aldridge, LLP, Daniel J. Carrigan , McKenna Long &
Aldridge LLP, David E. Gordon , McKenna Long & Aldridge, LLP, J.
Michael Levengood , McKenna Long & Aldridge LLP, Patrick J. Reilley
-- preilley@coleschotz.com -- Cole Schotz P.C., Henry F. Sewell,
Jr. , McKenna Long & Aldridge LLP & J. Kate Stickles --
sroberts@coleschotz.com   -- Cole Schotz P.C.

Kurtzman Carson Consultants LLC, Claims Agent, represented by
Albert Kass, Kurtzman Carson Consultants, LLC.

WMI Liquidating Trust, Liquidating Trust, represented by
Christopher L. Boyd, Akin Gump Strauss Hauer & Feld LLP, Paul D.
Brown -- Brown@ChipmanBrown.com -- Chipman Brown Cicero & Cole.
LLP, Scott D. Cousins -- scousins@bayardlaw.com -- Bayard, P.A.,
Andrew Dean -- dean@rlf.com -- Richards, Layton & Finger, Katherine
Monica Devanney -- devanney@rlf.com -- Richards, Layton & Finger,
Paul Noble Heath – heath@rlf.com -- Richards, Layton & Finger,
Michael Joseph Merchant -- merchant@rlf.com -- Richards Layton &
Finger, P.A., Patrick M. Mott , Akin Gump Strauss Hauer & Feld LLP,
Mark D. Olivere -- Olivere@ChipmanBrown.com -- Chipman Brown Cicero
& Cole, LLP, Marcos Alexis Ramos -- ramos@rlf.com -- Richards
Layton & Finger, PA, Brian S. Rosen -- brosen@proskauer.com --
Proskauer Rose LLP, Tyler D. Semmelman -- semmelman@rlf.com --
Richards, Layton & Finger, P.A., Amanda R. Steele , Richards,
Layton and Finger & Amy B. Wolper , Weil, Gotshal & Manges.

                  About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owned
100% of the equity in WMI Investment.

When WaMu filed for protection from its creditors, it disclosed
assets of $32,896,605,516 and debts of $8,167,022,695.  WMI
Investment estimated assets of $500 million to $1 billion with zero
debts.

WaMu was represented in the Chapter 11 case by Brian Rosen, Esq.,
at Weil, Gotshal & Manges LLP in New York City; Mark D. Collins,
Esq., at Richards, Layton & Finger P.A. in Wilmington, Del.; and
Peter Calamari, Esq., and David Elsberg, Esq., at Quinn Emanuel
Urquhart Oliver & Hedges, LLP.  The Debtor tapped Valuation
Research Corporation as valuation service provider for certain
assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represented the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represented the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor.  Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represented
JPMorgan Chase, which acquired the WaMu bank unit's assets prior to
the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent $232.8
million on bankruptcy professionals since filing its Chapter 11
case in September 2008.

As reported in the Troubled Company Reporter on March 21, 2012, the
Debtors disclosed that their Seventh Amended Joint Plan of
Affiliated Debtors, as modified, and as confirmed by order, dated
Feb. 23, 2012, became effective, marking the successful completion
of the Chapter 11 restructuring process.


WENDI LITTON: Payments Made to Law Firm Not Avoidable Preferences
-----------------------------------------------------------------
The adversary proceeding captioned WENDI DOW LITTON, Plaintiff, v.
APPERSON CRUMP, PLC, Defendant, A.P. No. 15-01101-JDW (Bankr. N.D.
Miss.) came for trial on Jan. 25, 2018.

The Debtor filed the Complaint against creditor/defendant Apperson
Crump, PLC, alleging that certain payments made to the Defendant
are avoidable preferences under 11 U.S.C. section 547.3.

At the conclusion of the trial, Bankruptcy Judge Jason D. Woodward
finds and concludes that the payments at issue are not avoidable
preferences under section 547.

The Debtor entered into a retainer agreement with attorney Rachel
Putnam, then a solo practitioner, in February 2014, pursuant to
which Ms. Putnam agreed to serve as counsel to the Debtor in her
divorce proceedings. The agreement provided specific payment terms,
which were not adhered to for the most part. Ms. Putnam later
became a member of the Defendant law firm, where she and the
Defendant continued to represent the Debtor in contentious divorce
proceedings in the Chancery Court of Coahoma County, Mississippi.
The Defendant represented the Debtor in her lengthy and expensive
divorce trial, which took place over more than 15 separate dates
over the course of several months. After the trial, but before a
ruling by the trial court, the Debtor terminated the Defendant in
writing on June 3, 2015.

During the course of the Defendant's representation, the Debtor
incurred significant legal bills. All payments other than the
initial retainer were made by wire transfer from the account of
Debtor's father, Bill James Allen, directly into the Defendant's
bank account. Two of these payments, totaling $75,000, were made by
Mr. Allen to the Defendant within the 90 days immediately preceding
the bankruptcy petition date: a wire transfer of $25,000 sent on
April 9, 2015, and another wire transfer of $50,000, sent on May
15, 2015. The payments never went through the Debtor's bank
account, and she had no authority to direct the amount or timing of
the payments. The funds were never in the control of the Debtor,
even momentarily.

The payments made by Mr. Allen to the Defendant were not gifts to
the Debtor. The evidence was clear that Mr. Allen and the Debtor
considered the payments to be loans, evidenced by promissory notes
signed by the Debtor. The relevant promissory notes are dated April
6, 2015 ($25,000), and May 12, 2015 ($50,000), and are identical
except for the amount.

The Court finds that the transfers from Mr. Allen to the Defendant
within the 90 days preceding the filing of the Debtor's bankruptcy
petition are not avoidable preferences under 11 U.S.C. section
547(b). The funds that were transferred would not have been
property of the Debtor's bankruptcy estate, were never within the
Debtor's custody or control, and, in any event, were earmarked for
the payment of the debt owed to the Defendant.

The bankruptcy case is in re: WENDI DOW LITTON, Chapter 11, Debtor,
Case No. 15-12871-JDW (Bankr. N.D. Miss.).

A copy of the Court's Memorandum Opinion dated Jan. 30, 2018 is
available at https://is.gd/Alj14Q from Leagle.com.

Wendi Dow Litton, Plaintiff, represented by Craig M. Geno, Law
Offices of Craig M. Geno, PLLC.

Apperson Crump PLC, Defendant, represented by Toni Campbell Parker.


WESTERN STATES: Court Converts Bankruptcy Case to Chapter 7
-----------------------------------------------------------
Judge Cathleen D. Parker of the U.S. Bankruptcy Court for the
District of Wyoming granted the U.S. Trustee's motion to convert
Western States, Inc.'s Chapter 11 case to Chapter 7.

Avana Capital, LLC and Avana Fund I, LLC and the United States
Small Business Administration joined the U.S. Trustee's motion. The
U.S. Trustee requests the court convert Debtor's chapter 11
bankruptcy case, for cause, under section 1112(b). He alleges: (1)
Debtor failed to timely file monthly operating reports; and, (2)
there is a substantial or continuing loss to or diminution of the
estate with no reasonable likelihood of rehabilitation. Avana
alleges Debtor's plan lacks good faith. The SBA asserts "gross
mismanagement of the estate" as an additional basis to convert.
Debtor urges the court to allow creditors the ability to vote on
the proposed plan as it believes it will generate sufficient cash
flow or liquidation value to pay unsecured creditors whereas a sale
of the property would yield nothing for unsecured creditors.

Upon review of the case, the Court finds that the U.S. Trustee met
its burden that cause exists to the grant the motion to convert.
The Debtor did not refute the evidence. Therefore, the court grants
the U.S. Trustee's motion to convert and establish a deadline for
the appointed Chapter 7 Trustee to evaluate the options, including
but not limited to, whether to operate the business or liquidate if
there are assets for the estate's benefit. Additionally, during the
time provided to allow the Chapter 7 Trustee to evaluate the
bankruptcy estate, the court will continue the appointment of the
receiver.

The bankruptcy case is in re: WESTERN STATES, INC., CHAPTER 11,
Debtor, Case No. 17-20041 (Bankr. D. Wyo.).

A full-text copy of Judge Parker's Memorandum of Decision dated
Jan. 30, 2018 is available at https://is.gd/lYgSD5 from
Leagle.com.

Western States, Inc., Debtor, represented by Paul Hunter --
attypaulhunter@prodigy.net

US Trustee, U.S. Trustee, represented by Daniel J. Morse ,
Assistant U.S. Trustee.

                      About Western States

Western States, Inc., operates the Ramada Plaza Casper Motel &
Conference Center located in Casper, Wyoming.  Its shareholders are
Satwant Singh Sran and Daljeet Mann who own 70% and 30% of the
shares, respectively.

Western States filed a Chapter 11 petition (Bankr. D. Wyo. Case No.
17-20041) on Jan. 25, 2017.  In the petition signed by Daljeet S.
Mann, general manager and shareholder, the Debtor estimated $1
million to $10 million in both assets and liabilities.

Judge Cathleen D. Parker presides over the case.  

The Debtor is represented by Paul Hunter, Esq., in Cheyenne,
Wyoming.

The U.S. Trustee has not appointed a trustee, an examiner or an
unsecured creditors' committee in the case.


WINK HOLDCO: S&P Affirms 'B' ICR Amid Proposed Debt Add-On
----------------------------------------------------------
S&P Global Ratings said it affirmed its 'B' long-term issuer credit
rating on Wink Holdco, Inc (Wink), following Wink's proposed $100
million add-on to its first-lien debt to fund a shareholder
dividend. The outlook is stable.

S&P said, "We have also affirmed our 'B' debt rating--indicating
our expectation for meaningful (55%) recovery of principal in the
event of a default--on the company's senior secured facility
consisting of a $75 million revolver and $800 million (including
the add-on) first-lien term loan due 2024. We also affirmed our
'CCC+' debt and '6' recovery ratings on the company's $210 million
second-lien term loan due 2025. The '6' recovery rating indicates
our expectation for negligible (0%) recovery in the event of
payment default.

"The affirmation of our 'B' issuer credit rating reflects our
belief that although the proposed add-on delays the company's
deleveraging plans, Wink's stable and growing earnings will enable
it to carry the increased debt load and delever modestly during the
next year."

Wink, the parent company of Superior Vision and Davis Vision, is
one of the largest managed vision-care service companies in the
U.S. S&P said, "We expect the combined entity will produce $1.1
billion of revenue and $125 million of EBITDA as of year-end 2017.
The company's fair business risk profile incorporates our view of
its participation in the highly competitive and widely fragmented
vision care industry, limited track record as a combined entity,
moderate customer concentration, and low volatility in earnings."
Wink's highly leveraged financial risk profile reflects its weak
credit-protection ratios and financial sponsor ownership.

S&P said, "Prior to the additional add-on to debt, we had expected
leverage of 7.3x and EBITDA interest coverage of approximately 2.5x
as of year-end 2017. In our base case, we forecasted these metrics
to improve modestly during the next 12 months with leverage in the
upper 6x area and coverage in the mid-2x area due to EBITDA growth,
benefits from synergies, and slight debt repayment. Under this
transaction, the proposed $100 million add-on to debt will bring
leverage up to 8.0x. However, our projections for EBITDA are now
higher than original expectations due to a new business win that
will be recognized through the year, which will allow for leverage
to be within our expectations of approximately 7x as of year-end
2018. In addition, we expect the company to remain acquisitive, but
with a focus on smaller "tuck-in" acquisitions rather than large,
transformative transactions. Overall, we believe the company will
be able to manage the increased debt load in the short term and for
the company's financial policy to be focused on delevering over the
next year.

"We assess Wink's liquidity as adequate based on our expectation
that sources will exceed uses of cash by at least 1.2x over the
next 12 months and for sources to exceed uses even with an
unanticipated 15% decline in EBITDA. Wink's liquidity is also
supported by its limited capital-expenditure needs (1%-2% of
revenues), sound relationships with banks, and absence of debt
maturities over the next few years."

The first-lien credit facility will be governed by a 7x first-lien
leverage ratio financial covenant that springs upon a 30% or
greater utilization of the revolving credit facility. S&P expects
the company to maintain sufficient headroom under the covenant over
the next year.

Principal liquidity sources:

-- $75 million revolver ($9 million drawn at transaction close)
-- Funds from operations of $50 million-$70 million annually

Principal liquidity uses:

-- Required mandatory amortization of debt (about $8 million
annually) plus mandatory 50% excess cash-flow payments

-- Capital expenditures of $15 million-$20 million annually,
including one-time integration capital expenditures

S&P said, "The stable outlook reflects our expectation that Wink's
increased scale, some gains from organic growth, and moderate
synergies over the next year will translate into margins of 11%-12%
per our base-case assumption. We believe these factors and slight
debt repayment will result in a modest deleveraging trend over the
next year. We expect leverage between 6.9x and 7.3x by year-end
2018 and adjusted EBITDA interest coverage in the upper-2x area
over the next 12 months.

"We could lower our ratings within the next 12 months if Wink's
performance were to deteriorate meaningfully due to integration
risk or loss of a substantial customer. Under this scenario, EBITDA
would decline by 1%-2% from our base-case projections. This would
increase the risk of higher-than-expected leverage and/or
weaker-than-expected EBITDA interest coverage. The specific trigger
points that could lead to a downgrade include our forecast of
financial leverage above 7.5x and EBITDA interest coverage below 2x
on a sustained basis. We could also consider a downgrade if Wink
becomes more aggressive with its financial policies such that
debt-financed dividends lead to elevated credit protection measures
above our trigger points."

Rating upside potential for Wink in the next 12 months is limited.
However, key factors for consideration of a higher rating include
the ability to combine the two legacy entities successfully,
sustain profitable growth, and moderate its aggressive financial
policies. At that time, the combination of the above factors would
result in the company maintaining leverage below 5x and EBITDA
coverage above 3x on a sustained basis.

-- S&P has completed its recovery analysis of Wink; the recovery
and issue-level ratings remain unchanged.

-- S&P has valued Wink using a 6x multiple of its projected
emergence EBITDA.

-- S&P's simulated default scenario contemplates a default in 2021
stemming from a combination of intense competitive pressure,
provider disruptions, and large client losses.

-- S&P believes lenders would achieve the greatest recovery value
through reorganization rather than liquidation of the business.

-- Emergence EBITDA: $91 million

-- Multiple: 6x

-- Gross recovery value: $543 million

-- Net recovery value after administrative expenses (5%): $516
million

-- Obligor/non-obligor valuation split: 90%/10%

-- Estimated first-lien claims: $864 million

-- Value available for first-lien claims: $498 million

-- Recovery: 55%

-- Estimated second-lien notes claims: $220 million

-- Value available for unsecured claims: $0 million

-- Recovery: 0%

Note: All debt amounts include six months of prepetition interest.


WPX ENERGY: S&P Raises CCR to 'BB-' on Increased Production
-----------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on Tulsa,
Okla.-based oil and gas exploration and production (E&P) company
WPX Energy Inc. to 'BB-' from 'B+'. The outlook is stable.

S&P said, "We also raised the issue-level rating on the company's
unsecured debt to 'BB-' from 'B+'. The recovery rating remains '4',
reflecting our expectation of average (30%-50%; rounded estimate:
35%) recovery in the event of payment default."  

The upgrade reflects WPX's success in increasing production,
primarily liquids, while improving leverage. While the company
outspent internally generated cash flow in 2017 and we expect it to
do so again in 2018, proceeds from completed and pending asset
sales provide proceeds to fund the deficit. WPX completed the
divestment of its San Juan gas assets and received cash proceeds
through the creation of a joint venture involving its Permian
midstream assets in 2017. S&P said, "Additionally, the company
announced the sale of its San Juan oil assets for $700 million,
which we expect to close in the first quarter of 2018. As a result
of these transactions and budgeted capital spending only modestly
increasing year over year, we expect FFO to debt to remain well
above 30% through 2019. We also anticipate that the company to use
a portion of proceeds from the sale of its San Juan oil assets to
retire debt."

S&P said, "The stable outlook reflects our expectation that the
company will maintain FFO to debt comfortably above 30% over the
next 12 to 24 months as a result of increasing production and using
asset sale proceeds to cover cash flow deficits and to repay debt.
Additionally, we expect cash outspend to decline to modest levels
as the company aims to have neutral cash flow.

"We could lower the ratings if the company's expected production
growth does not materialize and FFO to debt averages below 20% for
a sustained period with no clear path to improvement. This could
occur if crude oil prices were to drop significantly or if
production growth does not meet targets. Additionally, if operating
cash flows are weaker than expected, the company could take on
incremental debt to support spending, which could hurt ratios.

"Although unlikely, we could raise the rating on WPX over the next
12 to 24 months should reserves and production increase to levels
more commensurate with higher-rated peers or if FFO to debt
increased to levels well above 45% on a sustained basis."


WR GRACE: Moody's Rates New $1.3BB Sr. Sec. Credit Facilities 'Ba1'
-------------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to W.R. Grace & Co.
-- Conn.'s new $1.3 billion senior secured credit facilities
comprised of a new $400 million first lien senior secured revolving
credit facility and $900 million first lien term loan facility.
Proceeds from the proposed term loan facility will be used to
refinance existing term debt, fund Grace's acquisition of
Albermarle's polyolefin catalyst business for roughly $420 million,
and pay transaction-related fees and expenses. All other ratings
for Grace, including the Ba2 Corporate Family Rating ("CFR") and
SGL-2 Speculative Grade Liquidity Rating ("SGL"), are unchanged.

Assignments:

Issuer: W.R. Grace & Co.-Conn.

-- Senior Secured Revolving Credit Facility , Assigned Ba1(LGD2)

-- Senior Secured Term Loans, Assigned Ba1(LGD2)

The ratings on the existing term debt are expected to be withdrawn
following full repayment after the completion of the proposed
transaction.

"The acquisition will stretch credit metrics temporarily, but the
industrial logic is sound and Grace will have the ability to reduce
leverage over the next 12-18 months," said Ben Nelson, Moody's Vice
President -- Senior Credit Officer and lead analyst for W.R. Grace
& Co. -- Conn..

RATINGS RATIONALE

The Ba2 CFR is principally constrained by financial policies that
include a willingness to take on debt to fund strategic
acquisitions and increase leverage from current levels on a
temporary basis. Key credit metrics will move from appropriate for
the rating before the proposed acquisition to somewhat stretched
for the rating after the proposed acquisition. The Ba2 CFR also
reflects a strong business position, good operating track record,
high profit margins, and favorable historical and expected free
cash flow conversion through economic cycles compared to other
rated peers in the chemical industry. The rating is constrained by
modest business diversity with significant emphasis on refining
catalysts, moderate financial leverage, and significant use of cash
for business acquisitions in a business with high purchase
multiples and ongoing shareholder remuneration activity.

Moody's estimates adjusted financial leverage in the low 4 times
(Debt/EBITDA; excluding certain add-backs) and adjusted net
financial leverage in the high 3 times (Net Debt/EBITDA) for the
twelve months ended December 31, 2017. The Ba2 CFR incorporates
tolerance for Grace to increase adjusted financial leverage to
slightly above 4 times with a clear path to returning to below 3.5
times within 18 months. Moody's expects that Grace will be able to
meet this expectation through a combination of modest improvement
in earnings, including the realization of deal-related synergies,
and deployment of at least $125 million of free cash flow on an
annual basis.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity to support operations over the next several quarters.
Grace reported balance sheet cash of $153 million and a mostly
unused $300 million revolving credit facility at December 31, 2017.
The revolving credit facility will be increased to $400 million as
part of the proposed financing. As a result, Grace will have over
$500 million of available liquidity. Moody's does not expect the
company to use the revolving credit facility to any significant
extent in 2018.

The stable outlook incorporates Moody's expectation that key credit
metrics will return to levels appropriate for the Ba2 CFR within 18
months of the closing of the Albemarle deal, including adjusted
financial leverage in the range of 3.0x-4.0x (Debt/EBITDA),
retained cash flow-to-debt above 15% (RCF/Debt), and that the
company will take a balanced approach to shareholder remuneration
while credit metrics are somewhat stretched for the rating. The
outlook assumes further that the company will maintain a good
liquidity position. Moody's could downgrade the rating with
expectations for adjusted financial leverage sustained above 4
times, interest coverage below 4 times (EBITDA/Interest), or
retained cash flow-to-debt sustained below 15%. Substantive
deterioration in the company's liquidity position or a significant
debt-funded acquisition while credit metrics are stretched could
also have negative rating implications. Moody's could upgrade the
rating with expectations for adjusted financial leverage sustained
below 3 times, interest coverage above 6 times, and retained cash
flow-to-debt sustained above 20%.


[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
------------------------------------------
Authors:    Teresa A. Sullivan, Elizabeth Warren,
             & Jay Westbrook
Publisher:  Beard Books
Softcover:  370 Pages
List Price: $34.95
Review by:  Susan Pannell

Order your personal copy today at
http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.html

So you think you know the profile of the average consumer
debtor: either deadbeat slouched on a sagging sofa with a three-
day growth on his chin or a crafty lower-middle class type
opting for bankruptcy to avoid both poverty and responsible debt
repayment.

Except that it might be a single or divorced female who's the
one most likely to file for personal bankruptcy protection, and
her petition might be the last stage of a continuum of crises
that began with her job loss or divorce. Moreover, the dilemma
might be attributable in part to consumer credit industry that
has increased its profitability by relaxing its standards and
extending credit to almost anyone who can scribble his or her
name on an application.

Such are among the unexpected findings in this painstaking study
of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than
relying on case counts or gross data collected for a court's
administrative records, as has been done elsewhere, the authors
use data contained in the actual petitions. In so doing, they
offer a unique window into debtors' lives.

The authors conclude that people who file for bankruptcy are, as
a rule, neither impoverished families nor wily manipulators of
the system. Instead, debtors are a cross-section of America. If
one demographic segment can be isolated as particularly debt-
prone, it would be women householders, whom the authors found
often live on the edge of financial disaster. Very few debtors
(3.7 percent in the study) were repeat filers who might be
viewed as abusing the system, and most (70 percent in the study)
of Chapter 13 cases fail and become Chapter 7s. Accordingly, the
authors conclude that the economic model of behavior -- which
assumes a petitioner is a "calculating maximizer" in his in his
decision to seek bankruptcy protection and his selection of
chapter to file under, a profile routinely used to justify
changes in the law -- is at variance with the actual debtor
profile derived from this study.

A few stereotypes about debtors are, however, borne out. It is
less than surprising to learn, for example, that most debtors
are simply not as well-off as the average American or that while
bankrupt's mortgage debts are about average, their consumer
debts are off the charts. Petitioners seem particularly
susceptible to the siren song of credit card companies. In the
study sample, creditors were found to have made between 27
percent and 36 percent of their loans to debtors with incomes
below $12,500 (although the loans might have been made before
the debtors' income dropped so low). Of course, the vigor with
which consumer credit lenders pursue their goal of maximizing
profits has a corresponding impact on the number of bankruptcy
filings.

The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.


                            *********

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
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equity securities trade in public market are determined by more
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then-ending.

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                            *********

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
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2018.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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