TCR_Public/180309.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, March 9, 2018, Vol. 22, No. 67

                            Headlines

250 PIXLEY: Court Rejects First Amended Plan and Disclosures
3601 CROSSROADS: Case Summary & 20 Largest Unsecured Creditors
4 WEST HOLDINGS: Proposes Partial Payment to Critical Vendors
ACCESS MEDIA: Main Street Values $23,828,000 Loan at 72% of Face
ADVANCED ACCESS: Submits Six-Month Cash Collateral Budget

AEMETIS INC: Obtains $2.1M in Financing for Working Capital
BAY TIDE: Voluntary Chapter 11 Case Summary
BCW EXPRESS: Unsecureds to Recover 100% Over 60 Months
BEST ROAD VIEW: Has Until June 1 to Sell Property or Face Dismissal
BLUESTEM BRANDS: Main Values $12,127,000 Loan at 70% of Face

BOWMAN DAIRY: To Pay Unsecureds in Full at 2% Interest
BRANDENBURG FAMILY: $202K Sale of Fairfield Property Approved
BRIDGE CAPITAL: Main Values $7,500,000 Loan at 78% of Face
CAMBRIDGE ACADEMY: Fitch Lowers Rating on $7.8MM Rev. Bonds to CCC
CAPFUSION LLC: Main Values $6.7-Mil. Loan at 28% of Face

CAPRI COAST: Joyfully Gifted Buying All Assets for $906K
CARECENTRIX HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable
CARLISLE FOODSERVICE: S&P Assigns 'B' CCR, Outlook Stable
CASHMAN EQUIPMENT: Proposes $124K Private Sale of JMC-60 Bertram
CENVEO CORP: Main Street Values $19,130,000 Loan at 71% of Face

CHARLOTTE RUSSE: Main Street Values $19-Mil. Loan at 41% of Face
CHESTER COMMUNITY SCHOOL: Fitch Affirms B- on 2010A Rev Bonds
CIRCLE MEDIA: Taps Bland & Associates as Accountant
CLAIRE'S STORES: In Talks with Apollo, Lenders on Bankr. Filing
CLARIUS BIGS: Main Street Values $2.9 Million Loan at 3% of Face

CNG HOLDINGS: Moody's Hikes CFR & Sr. Sec. Ratings to Caa2
CNX MIDSTREAM: S&P Gives 'BB-' CCR & Rates $400MM Unsec Notes 'BB-'
COMMUNITY HOME: A. Henderson, WMH Legal Services Necessary
COMMUNITY HOME: Trustee Entitled to Single Recovery from EFP/BHT
CORBETT-FRAME INC: Wants to Continue Using Cash Through March 31

CRAPP FARMS: Proposes an April 3 Live Auction of Farm Equipment
CRAPP FARMS: Proposes March 28 Live Auction of Grant Farmland
DOAKES ENTERPRISES: April 5 Plan, Disclosures Hearing
DUBLIN MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
EOC GROUP: S&P Assigns 'B' Corporate Credit Rating, Outlook Stable

EVAN JOHNSON: Given Additional 60 Days to File Chapter 11 Plan
FORUM ENERGY: S&P Alters Outlook to Stable & Affirms 'B' CCR
FRONTIER COMMUNICATIONS: Moody's Revises Outlook to Stable
FRONTIER COMMUNICATIONS: S&P Affirms 'B-' CCR, Outlook Negative
GAMING & LEISURE: S&P Affirms 'BB+' CCR, Outlook Stable

GLASGOW EQUIPMENT: Thomas Buying West Palm Beach Property for $475K
GOLDMAN SACHS: Moody's Affirms Ba1 Preferred Stock Rating
GOOD CLOTHING: Case Summary & 20 Largest Unsecured Creditors
GREENSTAR HOSPITALITY: May Continue Using Rents Through March 31
GRUPO HIMA: Main Street Values $4,750,000 Loan at 74% of Face

GST AUTOLEATHER: Main Values $15,619,000 Loan at 75.6% of Face
HARVEY GULF: Case Summary & 30 Largest Unsecured Creditors
HKD TREATMENT: May Continue Using Cash Collateral Until May 1
HUDSON RIVER TRADING: Moody's Gives Ba2 Issuer & Sec. Loan Ratings
HUDSON RIVER TRADING: S&P Assigns 'BB-' Corp. Credit Rating

HUSKY IMS: S&P Affirms 'B' CCR & Rates New US$2.75BB Term Loan 'B'
IBEX LLC: May Continue Using Cash Collateral Until March 31
IHEARTMEDIA INC: Lenders Extend Forbearance to March 12
ILLINOIS STAR: Seeks May 2 Plan Filing Exclusive Period Extension
INDUSTRIAL FABRICATION: Seeks Authority to Use Cash Collateral

J&S AUTO: Allowed Continued Cash Collateral Use Through March 27
JACOB WIRTH: Exclusive Plan Filing Period Extended Until June 15
JLC DAYCARE: 40% Distribution for Unsecured Creditors Under Plan
KAI INDUSTRIES: Taps Louis J. Esbin as Legal Counsel
KARON RICHARD: Edwards Buying Dauphin Island Property for $325K

KODY BRANCH: Delays Plan Pending Resolution of Bid to Dismiss
KODY BRANCH: Taps Lighthouse Consultants as Accountant
LE-MAR HOLDINGS: $279K Sale of Irving Property to Hawton Approved
LOCKWOOD HOLDINGS: Proposes a Sale of Billings Personal Property
LRJ GLOBAL: Plan Outline Gets Court's Conditional Approval

LUCKY DRAGON: Taps Prime Clerk as Claims and Noticing Agent
M&G USA: Bancomext Sues over $550M in Alleged Fraudulent Transfers
M.N.E. FUNDING: Taps Northstar Appraisal Services as Appraiser
MARINE SHELTERS: Main Street Writes Off $3.1M Debt
MICHAEL ALLEN: Hedge Auto Buying 2009 GMC Yukon XL for $15K

MICHAEL D. COHEN: Taps Fox Commercial as Appraiser
NATURAL MOLECULAR: Trustee Selling Normandy Park Property for $2.2M
OIL PATCH TRANSPORTATION: April 6 Hearing on Plan and Disclosures
OSPEMIFENE ROYALTY: Main Values $5-Mil. Loan at 23% of Face
PAUL'S AUTO CENTERS: Sale of Vehicles Secured by NGC & AFC Approved

PAUL'S AUTO CENTERS: Selling Excess Inventory of Rental Vehicles
PAUL'S AUTO CENTERS: Selling Excess Rental Inventory of Vehicles
PENINSULA AIRWAYS: Given Until March 30 to File Chapter 11 Plan
PENN AIR NOTCH: Hearing on Plan and Disclosures Set for April 12
PENN AIR NOTCH: Sale of Equipment to Fund Proposed Plan

PERNIX THERAPEUTICS: Main Values $3.1MM Loan at 63% of Face
PINNACLE LAND: Taps Donnelly-Boland as Accountant
PMHC II: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
QTS REALTY: S&P Affirms 'BB-' Corp. Credit Rating, Outlook Stable
QUALITY UPHOLSTERY: $40K Payment for Unsecureds Over 5-Year Period

RAMLA USA: March 27 Evidentiary Hearing on First Amended Plan
RAMLA USA: Taps Perkins Coie as Special Counsel
RCR INT'L: Wants U.S. to Enforce Canadian Sale Orders
REMINGTON OUTDOOR: Obtains Amendments to Ankura and BofA Loans
RENT RITE: Taps NAI Shames Makovsky as Real Estate Broker

RGL RESERVOIR: Main Street Values $721,000 Loan at 56% of Face
RICK'S PATIO: Case Summary & 12 Largest Unsecured Creditors
RIO MOBILE: $1.3M Sale of Brownsville Property to Bennetts Approved
ROCACEIA LLC: Main Street Writes Off $30.7MM Loan
RSP PERMIAN: Moody's Hikes CFR to Ba3; Outlook Stable

RSP PERMIAN: Moody's Hikes CFR to Ba3; Outlook Stable
SCRIBEAMERICA INTERMEDIATE: S&P Assigns 'B' CCR, Outlook Stable
SE PROFESSIONALS: Can Continue Using Cash Through March 31
SEGA BIOFUELS: Case Summary & 20 Largest Unsecured Creditors
SHIEKH SHOES: Has Interim Approval to Obtain Loan, Use Cash

SITV LLC: Main Street Values $10,400,000 Loan at 67% of Face
SKIP ONE SEAFOOD: Must File Plan and Disclosures Before June 5
SPECTRUM BRANDS: Fitch Affirms 'BB' IDR Over Proposed HRG Merger
TAG MOBILE: Taps Gibson Law Group as Special Counsel
TANK HOLDING: S&P Alters Outlook to Stable & Affirms 'B' CCR

TD MANUFACTURING: Seeks 3-Month Extension of Cash Collateral Use
TIM ROSE: Cowen Buying Philadelphia Property for $300K
TITAN ACQUISITION: Moody's Assigns B3 CFR; Outlook Stable
TOMS SHOES: Main Street Values $4,875,000 Loan at 59% of Face
TOPS HOLDINGS: Has Interim Nod on Postpetition Debt, Cash Use

TOTAL DIAGNOSTIX: Case Summary & 6 Unsecured Creditors
TRIMUR PARTNERS: May Use Cash Collateral for Third Interim Period
TWIFORD ENTERPRISES: Case Summary & 3 Unsecured Creditors
US WAY INC: EverBank Objects to Plan, Disclosure Statement
WALLER MARINE: $980K Sale of Houston Property to Houston Lab Okayed

WORLD VIEW: Permitted to Use Up to $209.5K Cash Collateral
ZHARKO KALAJ: Traylor Investments Buying Graham Property for $565K
[*] Default Rates for Project Finance Bank Loans Remain Stable

                            *********

250 PIXLEY: Court Rejects First Amended Plan and Disclosures
------------------------------------------------------------
Judge Paul R. Warren of the U.S. Bankruptcy Court for the Western
District of New York issued an order denying approval of 250 Pixley
Road LLC's small business first amended disclosure statement and
denying confirmation of its first amended plan.

The time within which the Debtor was required to obtain
confirmation of its plan was earlier extended to Feb. 27, 2018. The
Debtor failed to seek a further extension in the manner specified
by 11 U.S.C. section l12l(e)(3)(A)-(C), and the time to do so
expired without the Debtor obtaining confirmation of a plan within
the time mandated by 11 U.S.C. section 1129(e). The UST objected to
approval of the Disclosure Statement for a variety of reasons --
all of which the Court found to be meritorious.

250 Pixley Road LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D.N.Y. Case No. 17-20125) on February 13, 2017, disclosing under
$1 million in both assets and liabilities.  The Debtor is
represented by Raymond C. Stilwell, Esq.



3601 CROSSROADS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 3601 Crossroads, LLC
        800 Roosevelt Rd.
        Bldg. A-120
        Glen Ellyn, IL 60137

Business Description: 3601 Crossroads, LLC is a real estate lessor
                      that owns in fee simple a property located
                      at 3601 Algonquin Rd., Rolling Meadows,
                      Illinois, having an assessed value of $5.45
                      million.  The Company posted gross revenue
                      of $2.51 million in 2017 and gross revenue
                      of $2.11 million in 2016.

Chapter 11 Petition Date: March 7, 2018

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

Case No.: 18-06600

Judge: Hon. Timothy A. Barnes

Debtor's Counsel: John A. Lipinsky, Esq.
                  CLINGEN CALLOW & MCLEAN, LLC
                  2300 Cabot Drive, Suite 500
                  Lisle, IL 60532
                  Tel: 630-871-2600
                  Email: lipinsky@ccmlawyer.com
                         haskell@ccmlawyer.com

Total Assets: $5.47 million

Total Liabilities: $7.98 million

The petition was signed by Thomas L. Kolschowsky, senior vice
president/corporate counsel.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at https://www.scribd.com/document/373344263/ilnb18-06600


4 WEST HOLDINGS: Proposes Partial Payment to Critical Vendors
-------------------------------------------------------------
4 West Holdings, Inc., et al., estimate that as of their bankruptcy
filing date, they owe approximately $24.7 million to critical
vendors -- vendors that provide essential goods and services to the
Debtors' business.

The Debtors, however, believe that in most, if not all instances,
partial payment of the Critical Vendor Claims will allow the
Debtors to maintain "business as usual" for them and their
residents.

Accordingly, the Debtors have filed a motion for authorization to
pay, in the reasonable exercise of business judgment, amounts owed
to critical vendors, provided that the payments be limited to
$3,000,000 (the "Interim Cap") for the period between the Petition
Date and the date of the Final Hearing on this motion (the "Interim
Period"), and to $4,200,000 in the aggregate as of the Final
Hearing (the "Final Cap,").

The Interim Cap represents approximately 4.5% and the Final Cap
represents approximately 6.3% of the aggregate estimated
prepetition accounts payable outstanding.  The percentage of the
Debtors' vendors sought to be covered by the Motion is less than
5%.

As of the Petition Date, the Debtors owe an aggregate of
approximately $67 million of unsecured trade debt.

The Debtors, in consultation with their professional advisors,
spent a significant amount of time carefully reviewing its
prepetition vendor list to identify those vendors who are most
critical to the Debtors' operations.  As part of  this
identification  process, the Debtors considered a vendor to be
critical only if, among other things, (i) the goods and services
provided by such vendor cannot be easily and efficiently replaced,
where alternatives are typically limited and even a short-term
interruption of services or supplies would be materially
disruptive; (ii) the importance of the vendor to the Debtors'
business operations; (iii) the likelihood that the vendor would
discontinue service if not timely paid; (iv) the  ability of the
vendor to assert liens; and (v) whether the vendor is a party to a
contract with the Debtors and any terms thereof (i.e., short-term
termination rights), and if so, whether enforcement thereof could
be accomplished in a timely and cost-efficient manner without
unduly disrupting the Debtors' business.

The Debtors have narrowly tailored the list of Critical Vendors to
address the immediate  need for the Debtors to continue operations
without disruption to the ordinary course of their businesses or
risk the safety  of  their  residents.  Upon request, the Debtors
will provide a list of the Critical Vendors to the Office of the
United States  Trustee  (the  "U.S. Trustee"), OHI Asset RO, LLC,
and any official committee appointed in these cases (the
"Committee").  The Debtors expressly reserve the right  to  amend,
modify, and/or supplement such list.

The Debtors may, in their sole discretion, condition the payment of
Critical Vendor Claims on the agreement of the individual Critical
Vendor to continue supplying goods to the Debtors on customary
trade terms.

                       About 4 West Holdings

4 West Holdings, Inc., et al. -- http://www.orianna.com-- are
licensed operators of 41 skilled nursing facilities and manage one
skilled nursing facility located in seven states: Georgia, Indiana,
Mississippi, North Carolina, South Carolina, Tennessee and
Virginia. In addition, one of related entity, Palladium Hospice and
Palliative Care, LLC f/k/a Ark Hospice, LL,C provides hospice and
palliative care services at certain of the Facilities and other
third party locations. They employ approximately 5,000 people,
including but not limited to, nurses, nursing assistants, social
workers, regional directors and supervisors.

4 West Holdings, Inc. and 134 of its affiliates and subsidiaries
filed voluntary petitions in the United States Bankruptcy Court for
the Northern District of Texas in Dallas seeking relief under the
provisions of Chapter 11 of the United States Bankruptcy Code on
March 6, 2018 (Bankr. N.D. Tex. Lead Case No. 18-30777), with a
restructuring plan that contemplates the transfer of 22 facilities
to new operations.

The Debtors continue to operate their businesses and manage their
properties as debtors-in-possession.

4 West Holdings estimated $10 million to $50 million in assets and
$50 million to $100 million in liabilities as of the filing.

The Hon. Harlin DeWayne Hale is the case judge.

The Debtors tapped DLA PIPER LLP (US) as bankruptcy counsel;
HOULIHAN LOKEY as investment banker; CROWE HORWATH LLP as financial
advisor; ANKURA CONSULTING GROUP, LLC, as interim management
services provider; and RUST CONSULTING/OMNI BANKRUPTY as claims
agent.


ACCESS MEDIA: Main Street Values $23,828,000 Loan at 72% of Face
----------------------------------------------------------------
Main Street Capital Corporation has marked its $23,828,000 in loans
extended to privately held Access Media Holdings, LLC to market at
$17,150,000 or 72% of the outstanding amount, as of Dec. 31, 2017,
according to a disclosure contained in a Form 10-K filing with the
Securities and Exchange Commission for the fiscal year ended Dec.
31, 2017.

Main extended to Access Media Holdings a Secured Debt -- 5% Current
/ 5% PIK -- with a July 22, 2020 maturity.

Access Media Holdings is a private cable operator.


ADVANCED ACCESS: Submits Six-Month Cash Collateral Budget
---------------------------------------------------------
Advanced Access Security Technology, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Georgia an amendment
to the motion to use cash collateral.

The Debtor amends the Motion to Use Cash Collateral by attaching:

   (a) a two-week budget providing projected expenses in the
aggregate sum of $37,430 for week ending March 2, 2018 and $36,228
for week ending March 9, 2018; and

   (b) a six-month projected budget, which shows total expenses of
approximately $53,077 for the month of March, $28,873 for the month
April, $65,428 for the month May, $56,572 for the month June,
$54,077 for the month July and $54,078 for the month August.

A copy of the Amendment to Debtor's Motion is available at

           http://bankrupt.com/misc/ganb18-52652-21.pdf

             About Advanced Access Security Technology

Advanced Access Security Technology, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
18-52652) on Feb. 15, 2018.  In the petition was signed by Aloma
Roubicek, CEO/Secretary/CFO, the Debtor estimated assets of less
than $50,000 and liabilities of less than $500,000.  Advanced
Access Security is represented by B. Glen Johnson, Esq., at Edwards
& Johnson, LLC.


AEMETIS INC: Obtains $2.1M in Financing for Working Capital
-----------------------------------------------------------
Aemetis, Inc. entered into a short-term credit facility on Feb. 27,
2018, for working capital and other general corporate purposes
governed by a promissory note payable to Third Eye Capital
Corporation in the principal amount of $2,100,000.  The Promissory
Note contains certain restrictions on the use of proceeds, to be
approved by Third Eye.  The Promissory Note bears interest from
Feb. 27, 2018 until repayment in full at the rate of 14% per annum,
paid monthly in arrears.  The outstanding principal balance of the
indebtedness evidenced by the Promissory Note, plus any accrued but
unpaid interest and any other sums due thereunder, will be due and
payable in full at the earlier to occur of (a) the closing of any
new debt or equity financing, refinancing or other similar
transaction between the Payee or any fund or entity arranged by the
Payee and the Company or its affiliates, (b) receipt by the Company
or its affiliates of proceeds from any sale, merger, equity or debt
financing, refinancing or other similar transaction from any third
party and (c) April 30, 2018. The Note is secured by liens and
security interests upon the property and assets of the Company as
described in that certain Amended and Restated Note Purchase
Agreement, dated as of July 6, 2012.  In connection with the entry
into the Promissory Note, the Company paid an upfront
non-refundable fee in the amount of $100,000, payable from the
proceeds of the Promissory Note.

                         About Aemetis

Headquartered in Cupertino, California, Aemetis --
http://www.aemetis.com/-- is an advanced renewable fuels and
biochemicals company focused on the acquisition, development and
commercialization of innovative technologies that replace
traditional petroleum-based products by the conversion of ethanol
and biodiesel plants into advanced biorefineries.  Founded in 2006,
Aemetis owns and operates a 60 million gallon-per-year ethanol
production facility in the California Central Valley near Modesto.
Aemetis also owns and operates a 50 million gallon per year
renewable chemical and advanced fuel production facility on the
East Coast of India producing high quality distilled biodiesel and
refined glycerin for customers in India and Europe.  Aemetis holds
a portfolio of patents and related technology licenses for the
production of renewable fuels and biochemicals.

Aemetis reported a net loss of $15.63 million in 2016 and a net
loss of $27.13 million in 2015.  As of Sept. 30, 2017, Aemetis had
$96.33 million in total assets, $167.87 million in total assets and
a total stockholders' deficit of $71.54 million.


BAY TIDE: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Bay Tide LC
        1134 Timberneck Road
        Deltaville, VA 23043

Business Description: Bay Tide LC listed its business as a Single
                      Asset Real Estate (as defined in 11 U.S.C.
                      Section 101(51B)).

Chapter 11 Petition Date: March 7, 2018

Case No.: 18-31117

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Hon. Keith L. Phillips

Debtor's Counsel: Kevin J. Funk, Esq.
                  DURRETTE, ARKEMA, GERSON & GILL PC
                  1111 East Main Street, 16th Floor
                  Richmond, VA 23219
                  Tel: (804) 775-6900
                  Fax: (804) 775-6911
                  Email: kfunk@durrettecrump.com
                         kfunk@dagglaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Barry W. Miller, managing member.

The Debtor said it has no unsecured creditors.

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

   https://www.scribd.com/document/373347768/vaeb18-31117


BCW EXPRESS: Unsecureds to Recover 100% Over 60 Months
------------------------------------------------------
BCW Express Delivery Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Michigan a combined plan of reorganization
and disclosure statement.

Class II consists of the Holders of Allowed Unsecured Claims
against BCW Express. The total estimated amount of the non-Priority
Unsecured Claims is $52,828.94 exclusive of Deficiency Claims.
Holders of Allowed Class II Claims will be paid 100% on such
claims. The claimants of this class will receive on account of such
claim 60 equal monthly cash payments equal in the aggregate, to the
amount of each Allowed Claim. The first monthly payment will be
made on the Effective Date.

After the Effective Date of the Plan, the Reorganized Debtor will,
pursuant to the Plan, continue to operate consistent with its
operations prior to and after the Petition Date. It is anticipated
that Mr. William Worthen who handles the operations of the company,
will be paid compensation of approximately $60,000 per year. There
are no fringe benefits expected to be paid. Compensation may be
increased as operations may allow.

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

     http://bankrupt.com/misc/mieb17-52368-34.pdf

                About BCW Express Delivery

BCW Express Delivery, Inc., a Michigan corporation, owns several
Federal Express routes located geographically from Port Huron to
Chesterfield, Michigan.  The business is located at 5290 River Rd.,
East China, MI.

BCW Express Delivery filed a Chapter 11 petition (Bankr. E.D. Mich.
Case No. 17-52368) on Aug. 31, 2017.  The petition was signed by
William Channon Worthen, president.  At the time of filing, the
Debtor estimated less than $50,000 in assets and $100,000 to
$500,000 in liabilities.

The Debtor is represented by Edward J. Gudeman, Esq., at Gudeman &
Associates, P.C.


BEST ROAD VIEW: Has Until June 1 to Sell Property or Face Dismissal
-------------------------------------------------------------------
Best Road View, LLC, by and through its principal Sergey
Petkevichus, submits an affidavit regarding further amendment of
its disclosure statement.

The Debtor revised page 8 of the disclosure statement indicating
that should Debtor's real property not sell by June 1, 2018, the
U.S. Trustee may submit an ex-parte application to dismiss the case
or, alternatively, a party in interest may make a motion, on
notice, to convert the case to one under chapter 7 for the Court's
consideration.

A copy of the Affidavit is available at:

     http://bankrupt.com/misc/nynb16-11968-1-45.pdf

                About Best Road View, LLC

Best Road View, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No.
16-11968) on October 28, 2016.  The Debtor is represented by
Michael Leo Boyle, Esq., at Tully Rinckey PLLC.


BLUESTEM BRANDS: Main Values $12,127,000 Loan at 70% of Face
------------------------------------------------------------
Main Street Capital Corporation has marked its $12,127,000 in loans
extended to privately held Bluestem Brands, Inc. to market at
$8,540,000 or 70% of the outstanding amount, as of Dec. 31, 2017,
according to a disclosure contained in a Form 10-K filing with the
Securities and Exchange Commission for the fiscal year ended Dec.
31, 2017.

Main extended to Bluestem Brands a Secured Debt -- LIBOR Plus 7.50%
(Floor 1.00%), Current Coupon 9.07% -- with a November 6, 2020
maturity.

Main says the index based floating interest rate is subject to
contractual minimum interest rate. A majority of the variable rate
loans in Main's investment portfolio bear interest at a rate that
may be determined by reference to either LIBOR or an alternate Base
Rate (commonly based on the Federal Funds Rate or the Prime Rate),
which typically resets semi-annually, quarterly, or monthly at the
borrower's option. The borrower may also elect to have multiple
interest reset periods for each loan. For each such loan, Main has
provided the weighted average annual stated interest rate in effect
at December 31, 2017.  Main adds that 67% of the loans (based on
the par amount) contain LIBOR floors which range between 0.50% and
2.25%, with a weighted-average LIBOR floor of approximately 1.02%.

Eden Prairie, Minnesota-based Bluestem Brands --
http://www.bluestembrands.com/-- sells a selection of name-brand,
private label, and non-branded merchandise through Internet
Websites and catalogs serving low to middle income consumers in the
United States.  It offers home products, including housewares, bed
and bath products, lawn and garden products, home furnishings, and
hardware products; entertainment products, such as electronics,
video games, toys, and sporting goods; and fashion products
comprising apparel, footwear, cosmetics, fragrances, and jewelry.


BOWMAN DAIRY: To Pay Unsecureds in Full at 2% Interest
------------------------------------------------------
Bowman Dairy Farms, LLC filed with the U.S. Bankruptcy Court for
the Southern District of Indiana a disclosure statement
accompanying its chapter 11 plan.

The purpose of the Plan is to allow the Debtor to continue in
business with a revised business model that includes a more
diversified business model that may provide more insulation from
the diary market and can be supported by cash flows from
operations. The Debtor believes that the reorganization
contemplated by the Plan is in the best interests of creditors as a
whole. If the Plan is not confirmed, the Debtor believes that it
will be forced to liquidate under chapter 7 of the Bankruptcy Code.
In that event, it is likely that no claims beyond the secured
creditors (and not even all the secured claims will be paid) and
whatever value has been generated in the chapter 11 case will be
spent litigating the characterization of leases and paying
administrative costs of the chapter 7 case.

Class 9 general unsecured creditors will be paid in full by
delivering of pro rata share of $132,000 annually until paid in
full. Interest at 2% APR. This class is impaired.

The Plan will be funded and implemented by the ongoing operations
of the Debtor according to the business plan. Financial projections
of the financial performance of the Debtor and the payments
required under the Plan will be filed on or before the Disclosure
Statement Exhibit Date.

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

     http://bankrupt.com/misc/insb17-06475-11-135.pdf

                  About Bowman Dairy Farms

Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana.
Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 17-06475) on Aug. 27, 2017.  Trent N. Bowman, its member,
signed the petition.  At the time of filing, the Debtor estimated
assets and liabilities at $10 million to $50 million.  The Debtor
is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP.


BRANDENBURG FAMILY: $202K Sale of Fairfield Property Approved
-------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized The Brandenburg Family Limited
Partnership's sale of the real property known as 10 Fawn Trail,
Fairfield, Pennsylvania, and the improvements located thereon, to
Michael Hutchins for $202,000.

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

The Debtor is authorized to assume the contract for the sale of the
Fawn Trail Property.

The Debtor is authorized to pay Mark Buhr $36,194 from the proceeds
of sale at settlement.

                  About The Brandenburg Family
                       Limited Partnership

Based in Jefferson, Maryland, The Brandenburg Family Limited
Partnership is a Maryland limited partnership that owns parcels of
real property in both Maryland and Pennsylvania.

The Brandenburg Family LP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 18-11041) on Jan. 25, 2018.
In the petition signed by Dwight C. Brandenburg, managing partner,
the Debtor estimated assets and liabilities of $1 million to $10
million.  Judge Thomas J. Catliota presides over the case.
Mehlman, Greenblatt & Hare, LLC, is the Debtor's legal counsel.

No creditors committee has been appointed in the case, and no
request for a trustee or examiner has been made in the case.


BRIDGE CAPITAL: Main Values $7,500,000 Loan at 78% of Face
----------------------------------------------------------
Main Street Capital Corporation has marked its $7,500,000 in loans
extended to privately held Bridge Capital Solutions Corporation to
market at $5,884,000 or 78% of the outstanding amount, as of Dec.
31, 2017, according to a disclosure contained in a Form 10-K filing
with the Securities and Exchange Commission for the fiscal year
ended Dec. 31, 2017.

Main extended to Bridge Capital a 13% Secured Debt that has a July
25, 2021 maturity.

Hauppauge, New York-based Bridge Capital Solutions --
http://www.bridgecapitalsolutionscorp.com/-- is a
commercial/business check cashier that provides working capital for
businesses in the United States. It offers its services to various
businesses, such as mortgage and real estate brokers. The company
was incorporated in 2005.


CAMBRIDGE ACADEMY: Fitch Lowers Rating on $7.8MM Rev. Bonds to CCC
------------------------------------------------------------------
Fitch Ratings has downgraded the rating on the following bonds
issued by the Industrial Development Authority of Pima County,
Arizona on behalf of Cambridge Academy East (CAE or the obligor) to
'CCC' from 'BB-':

-- $7.8 million charter school revenue bonds, series 2010.

The ratings are on Rating Watch Negative (RWN).

SECURITY

The bonds are payable from a first-priority lien on all pledged
revenues of CAE, secured by a first mortgage on the financed
facilities and a cash-funded debt service reserve sized to
transaction maximum annual debt service (TMADS).

There is an intercept mechanism in place directing monthly state
funding disbursements to the trustee to cover debt service on the
bonds before funds are released to the school for operations. Fitch
does not believe the intercept affects the bonds' probability of
default.

KEY RATING DRIVERS

HEIGHTENED DEBT REPAYMENT CONCERNS: The rating downgrade to 'CCC'
from 'BB-' and Negative Watch reflect Fitch's heightened concerns
about CAE's ability to continue to make timely debt service
payments. The severity of CAE's cash flow issues is evidenced in
management's informal request to bondholders in a recent call with
investors, publically disclosed on EMMA, to consider near-term
relief in the form of a one-year forbearance of principal and
interest payments, in addition to implementing other measures (such
as selling land) to generate additional cash flow.

ADDITIONAL DETERIORATION OF FINANCIAL POSITION: Deficit operating
results that could lead to an even weaker liquidity positon are
currently anticipated by management for the second fiscal year.
This is in contrast to management's earlier expectations of
break-even performance. Enrollment is also below budget.

WEAK FINANCIAL CUSHION: CAE's balance sheet resources are limited
on both a nominal and ratio basis, providing minimal cushion
relative to operating expenses and debt.

RATING SENSITIVITIES

ANNUAL DEBT SERVICE PAYMENTS: Continued discussions with creditors
of debt service forbearance or concerns about insufficient
resources to make full, scheduled debt service payments (principal
and interest is due April 1) would lead to a further rating
downgrade. The RWN will be removed if CAE can demonstrate it has
the financial resources to continue to make full and timely
payments of debt service.


CAPFUSION LLC: Main Values $6.7-Mil. Loan at 28% of Face
--------------------------------------------------------
Main Street Capital Corporation has marked its $6,705,000 in loans
extended to privately held CapFusion, LLC to market at $1,871,000
or 27.90% of the outstanding amount, as of Dec. 31, 2017, according
to a disclosure contained in a Form 10-K filing with the Securities
and Exchange Commission for the fiscal year ended Dec. 31, 2017.

Main extended to CapFusion a 13% Secured Debt that has a March 25,
2021 maturity.

According to Main, the loan has been considered non-accrual and
non-income producing investment.

CapFusion, LLC is a non-bank lender to small businesses.


CAPRI COAST: Joyfully Gifted Buying All Assets for $906K
--------------------------------------------------------
Capri Coast Capital, Inc., and affiliates ask the U.S. Bankruptcy
Court for the Central District of California to authorize the
overbid procedures in connection with the sale of substantially all
assets to Joyfully Gifted, Inc. ("JGI") for $906,017, subject to
overbid.

A hearing on the Motion is set for March 29, 2018 at 2:00 p.m.
Objections, if any, must be filed no less than 14 days prior to the
hearing date.

The Debtors currently operate Massage Envy Franchises in the San
Fernando Valley with locations at Sherman Oaks, Palmdale, Valencia
and Thousand Oaks, California.  Prior to the filing of their
chapter 11 cases, Massage Envy Franchising, LLC ("MEF"), their
franshior, alleged that the Debtors were in default under various
provisions of their franchise agreements.  The Debtors disputed
these allegations.  Thereafter, MEF and the Debtors entered into a
Universal Settlement Agreement ("USA") wherein the Debtors agreed
to sell its massage clinics and pay certain amounts of money to
MEF.  Under the USA, MEF in-turn agreed to approve or disapprove
prospective purchasers within 15 business days of receipt of a
franchise application.  By the Motion, the Debtors seek to enforce
the provisions of the USA.

The USA contains other provisions, including mutual general
releases and it is fully executed by all parties.  The USA
therefore governs the rights and remedies between the Debtors and
MEF.  On Dec. 1, 2017, MEF filed a proof of claim in the case as to
all of the Debtors' franchises, reserving no rights as to the
jurisdiction of the Court to determine all issues between MEF and
the Debtors.

Ravello Ventures, Inc., is the lessor of the premises located at
14652 Ventura Boulevard in Sherman Oaks, California, under a
proposed lease extension agreement with 14652-8 Ventura, LLC.
Currently there are no defaults under this lease.  

Amalfi Assets, Inc., operates a clinic at 1348-A North Moorpark
Road, in Thousand Oaks, California, under a lease with Beauchamp
Family, LLC.  That lease has pre-Petition amounts owing that will
be cured through any sale.  The Debtors estimate that the amount
necessary to cure this lease is less than $10,000, to the extent
that amount is not agreed upon by the parties, the Debtors
espectfully ask that the Court determines the cure amount.  

Capri Coast Capital, Inc., operates one of its clinics at 23957
Newhall Road, in Valencia, California, under a lease between the
Debtors’ principal Erika Rice and Bridgeport Marketplace, LLC.
Capri also operates a clinic at 399445 10th St. W., Suite E-5, in
Palmdale, California; Debtor Hampton Heights, Inc., had a lease
with Golden Spectrum Property, LLC for this location, which lease
expired under its terms Jan. 1, 2016.

Through the efforts of the Debtors' principal Erika Rice and its
business broker, the Debtors have entered into an agreement to sell
substantially all the estates' assets to JGI as more specifically
set forth in the Purchase Agreement.

The salient terms of the Agreement are:

     a. Purchase Price: $906,017

     b. Purchased Assets: Substantially all Assets

     c. Closing Date: Within two business days of entry of a final
Court order approving the sale

     d. Real Estate Commissions: $90,602 The Black Agency, LLC
("TBA") per Order of the Court will receive a 10% commission
without further order of the Court for a sale to JGI only.

     e. Net to the Estate (before escrow fees and any amount owed
to MEF): $815,415

The salient terms of the Bidding Procedures are:

     a. Auction Hearing: March 29, 2018, at 2:00 p.m.

     b. Qualifications to Bid" In order to qualify to bid, a
Qualifying Bidder must have, at least 10 days prior to the Auction
Hearing: (i) completed and acknowledge completion of their due
diligence; (ii) provided proof of approval from MEF; (iii) provided
proof of funds in the amount of the first overbid; and (iv)
acknowledged that their bid will not be subject to any conditions
or further diligence.

     c. Overbid Increments: $10,000

     d. Amount of First Overbid: If another buyer is acquired
through the marketing efforts of TBA, the first-overbid will be
$916,017 (that is, JGI's bid plus $10,000), if a Qualified Bidder
is procured by a source without a broker then the first over-bid
will be $825,415 (the net to the estate from the JGI sale, plus
$10,000).  If a Qualified Bidder makes an offer that includes
broker fee through a broker other than TBA, such fee will be added
to the sale price and the over-bid must include that amount plus
$10,000.  The amount of any and all overbids will be calculated at
the amount that is net to the Debtors' estates after payment of any
broker fees.

The debts secured by the assets to be sold are listed below and
will be paid at close of escrow:

     a. On Deck Capital against Amalfi: $10,193;

     b. Employers Compensation Insurance Company against Amalfi,
Ravello, Hampton and Capri: $57,270;

     c. M.J. Ventures, Inc. c/o Spiwak & Iezza, LLP against Amalfi:
$62,152;

     d. Los Angeles County Treasurer and Tax Collector against
Ravello: $4,906;

     e. On Deck Capital against Ravello: $23,836;

     f. Los Angeles County Treasurer and Tax Collector against
Capri: $2,498; and

     g. On Deck Capital against Capri: $16,717.

The Debtors propose to pay all undisputed secured claims at the
close of the sale.  To the extent that amounts owed to a secured
creditors or party to an executory contract is disputed, they ask a
determination by the Court of the amounts owed.  To the extent that
the USA is deemed to be an executory contract, the amount to cure
any default is governed by the terms of the USA, which provides
that the Debtors will pay $124,056 to MEF, less a credit of
$47,205, hence the amount due to MEF under the USA is $76,851.

The Debtors are informed and believe that the sole lease that has
any monetary default is the lease between Amalfi Assets, Inc., and
the Beauchamp Family, LLC, for the clinic at 1348-A North Moorpark
Road, in Thousand Oaks, California.  They're informed and believe
that the Beauchamp lease has a monetary default in an amount less
than $10,000.  They propose that any cure amounts owed to Beauchamp
Family, LLC be paid as a condition of the assignment and assumption
of the lease.

The Debtors ask the Court to authorize them to sell to JGI free and
clear of liens, claims and encumbrances, or to the highest
over-bidder, and to assume and assign leases and executory
contracts to JGI or the highest over-bidder.  As set forth, the
Debtors have demonstrated that the relief requested is appropriate
and therefore the Motion should be granted.

The Creditors:

          ON DECK CAPITAL
          1400 Broadway
          New York, NY 10018-5300

          EMPLOYERS COMPENSATION INSURANCE CO.
          c/o Aires Law Firm
          6 Hughes, Suite 205
          Irvine, CA 92618

          LOS ANGELES COUNTY TREASURER &
          TAX COLLECT
          P.O. Box 54110
          Los Angeles, CA 90054-0110

                   About Capri Coast Capital

Capri Coast Capital Inc., Hampton Heights Inc., Ravello Ventures
Inc. and Amalfi Assets Inc. operate massage therapy clinics under
the "Massage Envy" trade name.

Capri Coast sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 17-11136) on April 28, 2017.  On
June 9, 2017, Hampton Heights and Ravello Ventures filed Chapter 11
petitions (Bankr. C.D. Cal. Case Nos. 17-11545 and 17-11546).
Amalfi Assets filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 17-11851) on July 12, 2017.  The cases are jointly
administered with that of Capri Coast under Case No. 17-11136.

In the petitions signed by CEO Erika Rice, Capri Coast estimated
under $50,000 in assets and under $500,000 in liabilities.  Hampton
Heights estimated under $50,000 in both assets and liabilities.
Ravello Ventures estimated under $500,000 in both assets and debt.
Amalfi Assets estimated between $1 million and $10 million in
assets, and between $500,000 and $1 million in liabilities.

Capri Coast initially tapped the Law Office of Peter C. Bronstein
as counsel, then replaced the firm with Lewis Landau, Esq., then
replaced it with Jeffrey S. Shinbrot, APLC.


CARECENTRIX HOLDINGS: S&P Affirms 'B' CCR, Outlook Stable
---------------------------------------------------------
Hartford, Conn.-based home health benefits manager CareCentrix
Holdings Inc. has announced its plan to raise a new $570 million
first-lien term loan to repay its existing debt and fund an
approximately $420 million dividend to shareholders. The
transaction results in increased leverage, which is partly offset
by the company's improved operating performance and cash flow
generation.

S&P Global Ratings affirmed its 'B' corporate credit rating on
CareCentrix Holdings Inc. The outlook is stable.

S&P said, "At the same time, we assigned a 'B' issue-level rating
with a '3' recovery rating to the new $620 million first-lien
senior secured credit facility, which includes a $50 million
revolving credit facility (undrawn at closing) and a $570 million
term loan B. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery to first-lien
lenders in the event of a payment default.

"The rating affirmation reflects our view that the impact of the
increase in leverage due to the company's debt-financed shareholder
dividend is mostly mitigated by higher-than-expected EBITDA growth
and cash flow. The higher interest expense from the new debt is
largely absorbed by the company's better-than-expected cash flow,
which we believe is sustainable. Thus, we expect the company will
generate free cash flows of above $25 million, roughly in line with
our expectations prior to the issuance of the new debt.

"The stable outlook on CareCentrix Holdings Inc. reflects our
expectation that the company will post high- to mid-single-digit
revenue growth as a result of increased utilization in the home
health care setting and new contract wins. We believe improving
margins will help generate moderate free operating cash flow (FOCF)
of in excess of $25 million. We expect the company to maintain
adjusted debt leverage in the 8x area over the next few years, with
excess cash potentially absorbed by shareholders' returns."


CARLISLE FOODSERVICE: S&P Assigns 'B' CCR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Oklahoma City-based Carlisle FoodService Co. Inc. The outlook is
stable.

S&P said, "At the same time, we assigned our 'B' issue-level and
'3' recovery ratings to the company's $320 million first-lien term
loan and $75 million delayed-draw term loan, both due in 2025. The
'3' recovery rating indicates our expectation for meaningful
recovery (50%-70%; rounded estimate: 55%) in the event of
default."

The ratings on Carlisle FoodService reflect its small revenue base
and limited scope in products focusing on foodservice relative to
more highly rated and diversified capital goods firms, as well as
adjusted leverage that is initially high at over 6x EBITDA. That
said, we view the company to have good profitability, relatively
stable and predictable cash flow and adequate liquidity.

Carlisle FoodService designs and manufactures foodservice and
janitorial and sanitation equipment for commercial applications.
Its products are marketed to three main commercial segments:
foodservice, health care, and janitorial and sanitation. The
company operated as a noncore segment of Carlisle Companies Inc.
before its purchase by private equity firm The Jordan Company this
year.  

S&P said, "The stable outlook reflects our opinion that Carlisle
FoodService's adjusted debt profile will gradually improve in the
next year but remain above 6x EBITDA. Demand from end users,
particularly fast-food and quick-service restaurants, should remain
steady in an improving domestic economy, supporting prices and
margins. Incremental cash flow from the recently acquired San Jamar
business should result in leverage dropping from over 6.5x EBITDA
to closer to 6x.

"We could lower our rating if debt to EBITDA remains above 6.5x
because realized EBITDA margins are 200 bps below our forecast.
This could occur if demand and prices for new and replacement
foodservice products drop sharply because a recession causes stress
in the quick-service restaurant industry. This scenario is unlikely
in the near term given we see a low 10%-15% risk of recession in
the U.S. over the next 12 months. An alternate downside scenario
envisions the loss of a large food distributor, though we also view
this as unlikely in the near term given the company's decades-long
relationships with its largest customers.

"We similarly see an upgrade as unlikely over the next 12 months
given that realized EBITDA margins would need to be more than 200
bps higher than our forecast for leverage to drop below 5x EBITDA
and due to financial policy risks associated with companies owned
by financial sponsors."


CASHMAN EQUIPMENT: Proposes $124K Private Sale of JMC-60 Bertram
----------------------------------------------------------------
Cashman Equipment Corp. filed with the U.S. Bankruptcy Court for
the District of Massachusetts a notice of its proposed private sale
of its right, title and interest in the JMC-60 Bertram, a
Convertible Sport Fishing Vessel, official number 976256, for
$124,000.

A hearing on the Motion is set for April 10, 2018 at 10:00 a.m.
The objection deadline is March 23, 2018 at 4:30 p.m.

The Vessel will be sold and purchased, in its absolute current
condition, "as is, where is," without any warranties or
representations, express or implied, as to its condition,
merchantability, fitness for any particular purpose, seaworthiness,
trading endorsements or qualification for classifications or
certifications, and free and clear of all liens, claims,
encumbrances and interests with such liens, claims, encumbrances
and interests attaching to the proceeds of the sale.

Through the Notice, the Debtor solicits counteroffers for the
Vessel.  Any counteroffers must be in an amount not less than
$130,000, and must comply with the bidding procedures.  Any
counteroffer for the Vessel must comply with the Bid Procedures and
be filed by March 23, 2018 at 4:30 p.m.

                  About Cashman Equipment Corp.

Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s.  Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.

Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017.
The petitions were signed by James M. Cashman, the Debtors'
president.  Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204).  The cases are jointly
administered.

Cashman Equipment estimated its assets and debt at between $100
million and $500 million.

Judge Melvin S. Hoffman presides over the cases.

Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation, serve as Cashman Equipment, et
al.'s counsel.  Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar
LLC, serves as Mr. Cashman's counsel.

An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.


CENVEO CORP: Main Street Values $19,130,000 Loan at 71% of Face
---------------------------------------------------------------
Main Street Capital Corporation has marked its $19,130,000 in loans
extended to privately held Cenveo Corporation to market at
$13,582,000 or 71% of the outstanding amount, as of Dec. 31, 2017,
according to a disclosure contained in a Form 10-K filing with the
Securities and Exchange Commission for the fiscal year ended Dec.
31, 2017.

Main extended to Cenveo a 6% Secured Debt with an August 1, 2019
maturity.

                           About Cenveo

Headquartered in Stamford, Connecticut, Cenveo (NASDAQ:CVO) --
http://www.cenveo.com/-- is a global provider of print and related
resources, offering world-class solutions in the areas of custom
labels, envelopes, commercial print, content management and
publisher solutions.  The Company provides a one-stop offering
through services ranging from design and content management to
fulfillment and distribution.  With a worldwide distribution
platform, the Company says it delivers quality solutions and
services every day to its more than 100,000 customers.

After reaching an agreement with holders of a majority of its first
lien debt to support a Chapter 11 plan of reorganization, Cenveo
Inc. and its domestic subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on
Feb. 2, 2018.  The Chapter 11 filing does not include foreign
entities, such as those located in India.

As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000
and total debt of $1,426,133,000.

The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc.
as investment banker; Zolfo Cooper LLC as restructuring advisor;
and Prime Clerk LLC as notice, claims & balloting agent, and
administrative advisor.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' cases.  The Creditors'
Committee is represented by Kenneth A. Rosen, Esq., Mary E.
Seymour, Esq., Bruce Buechler, Esq., and Eric S. Chafetz, Esq., at
Lowenstein Sandler LLP, in New York.

Bridge Capital Management is represented by Michael S. Stamer,
Esq., David M. Zensky, Esq., and Stephanie Lindemuth, Esq., at Akin
Gump Strauss Hauer & Feld LLP.

Attorneys for BOKF, National Association solely in its capacity as
Second Lien Trustee, are Andrew I. Silfen, Esq., Beth M.
Brownstein, Esq., at ARENT FOX LLP; and Samuel S. Ory, Esq., at
Frederic Dorwart, Lawyers PLLC.

Counsel to the Ad Hoc Group of First Lien Noteholders are Brett
Lawrence, Esq., Kenneth Pasquale, Esq., Erez E. Gilad, Esq., and
Gabriel E. Sasson, Esq., at Stroock & Stroock & Lavan LLP.


CHARLOTTE RUSSE: Main Street Values $19-Mil. Loan at 41% of Face
----------------------------------------------------------------
Main Street Capital Corporation has marked its $19,041,000 in loans
extended to privately held Charlotte Russe, Inc. to market at
$7,807,000 or 41% of the outstanding amount, as of Dec. 31, 2017,
according to a disclosure contained in a Form 10-K filing with the
Securities and Exchange Commission for the fiscal year ended Dec.
31, 2017.

Main extended to Charlotte Russe, Inc. a Secured Debt -- LIBOR Plus
5.50% (Floor 1.25%), Current Coupon 6.89% -- that has a May 22,
2019 maturity.

According to Main, the index based floating interest rate is
subject to contractual minimum interest rate.  Main said a majority
of the variable rate loans in its investment portfolio bear
interest at a rate that may be determined by reference to either
LIBOR or an alternate Base Rate (commonly based on the Federal
Funds Rate or the Prime Rate), which typically resets
semi-annually, quarterly, or monthly at the borrower's option. The
borrower may also elect to have multiple interest reset periods for
each loan. For each such loan, Main has provided the weighted
average annual stated interest rate in effect at December 31, 2017.


Main added that 67% of its loans (based on the par amount) contain
LIBOR floors which range between 0.50% and 2.25%, with a
weighted-average LIBOR floor of approximately 1.02%.

San Diego, California-based Charlotte Russe, Inc.
http://www.charlotterusse.com/-- provides specialty stores and
online retailing services for casual apparel and accessories,
catering to young women in the United States. The company also
provides products for girls and babies.


CHESTER COMMUNITY SCHOOL: Fitch Affirms B- on 2010A Rev Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed its rating on the following revenue
bonds issued by the Delaware County Industrial Development
Authority, PA on behalf of Chester Community Charter School (CCCS)
at 'B-':

-- $51,340,000 charter school revenue bonds series 2010A.

The Rating Outlook is Negative.

SECURITY

The series 2010A bonds are secured by a lien and pledge of gross
revenues derived from a lease of the facilities to CCCS, backed by
a mortgage on the property. There is also a debt service reserve
(DSR) cash-funded to transaction maximum annual debt service,
defined as transactional maximum annual debt service excluding the
transaction's final double principal payment (TMADS) of about $4.1
million. Management fee payments to CSMI, LLC are subordinated to
the payment of debt service and DSR replenishment.

KEY RATING DRIVERS

Pressured Liquidity: The rating reflects CCCS' lack of liquidity
and high, although reduced, reliance on cash-flow financing. While
CCCS had a GAAP-based surplus in fiscal 2017; liquidity continued
to erode. Future operating margins and improvement in liquidity
depend on state revenue reconciliations over which CCCS has no
control and are currently two years late.

Reliance on Short Term Borrowing: CCCS currently has high reliance
on short-term borrowing due to timing issues related to pending
revenue reconciliation payments and tuition payments from school
districts that send students to CCCS. While borrowing is down to
$7.5 million in fiscal 2018 from $16.3 million in fiscal 2017 and
$30 million in fiscal 2016, when the amount was higher due to the
late state budget, Fitch is concerned there may be a structural
reliance on borrowing for operating needs. Short-term debt has
consistently been repaid at fiscal year-end.

Covenant Violations: CCCS received bondholder waivers related to
violations of covenants related to working capital cash reserves as
well as the timing of financial reporting for fiscals 2016 and
2017. Management expects that it will need another waiver for
fiscal 2018. Debt service has been paid in full and on a timely
basis to date.

Strong Enrollment Trends: CCCS has strong student demand despite
poor academic scores. Enrollment grew to over 3,600 in 2016-2017
and management reports that enrollment as of January 2018 is over
4,100.

Authorizer in Receivership: Chester Upland School District (CUSD),
the charter authorizer for CCCS, has been in receivership since
2012. Delayed audits for CUSD have resulted in delayed commonwealth
reconciliation payments, from which CCCS typically benefits.

RATING SENSITIVITIES

Financial Flexibility: Inability to improve liquidity without
relying on increases in short-term borrowing, or indications that
CCCS must rely on borrowing for ongoing operations rather than cash
flow timing issues will pressure the rating. A meaningful reduction
in reliance on short-term borrowing could result in a change in the
Outlook or rating.

Market Access Risk: Inability of CCCS to obtain or renew cash-flow
facilities at an affordable interest rate effective at the
beginning of fiscal 2018 will lead to a rating downgrade.

Delayed Tuition Payments: The rating is also sensitive to delayed
tuition payments from either CUSD or the state. Delays that further
pressure CCCS' cash flow would also lead to a rating downgrade.


CIRCLE MEDIA: Taps Bland & Associates as Accountant
---------------------------------------------------
Circle Media, Inc., and S3 Digital Corp. received approval from the
U.S. Bankruptcy Court for the District of Nebraska to hire Bland &
Associates, P.C., as their accountant.

The firm will assist the Debtors in the preparation and filing of
their federal and state income tax returns for the year ended June
30, 2016.

The firm will be paid a flat fee of $3,500.

Troy McKinney, a shareholder of Bland & Associates, disclosed in a
court filing that his firm does not represent any interest adverse
to the Debtors or their estates.

Bland & Associates can be reached through:

     Troy McKinney
     Bland & Associates, P.C.
     450 Regency Parkway, Suite 120
     Omaha, NE 68114
     Phone: (402) 397-8822  
     E-mail: tmckinney@blandcpa.com

                      About Circle Media

Circle Media, Inc., doing business as Circle Media, provides data
management software and solutions for the sports and entertainment
industries.  It offers data analysis and management system for
aggregating and managing fan information for conferences, teams,
media, and brands.  Its proprietary Fan.Dex Data Management
Solution (Fan.Dex DMS) provides its partners with a complete set of
tools that integrate first and third party data and provides users
with a simple interface designed to help them make smarter
marketing decisions.  Circle Media is 100% owned by S3 Digital
Corp.  The company was founded in 2012 and is based in Austin,
Texas.

S3 Digital Corp. and Circle Media sought Chapter 11 protection
(Bankr. D. Neb. Case Nos. 17-81540 and 17-81541) on Oct. 27, 2017.


In the petitions signed by CEO Joseph Casey, S3 Digital disclosed
total liabilities of $5,673,353 and Circle Media disclosed total
assets of $510,011 and total liabilities of $4,618,978.

The cases are assigned to Judge Thomas L. Saladino.

The Debtors tapped Brian J. Koenig, Esq., at Koley J. Jessen, P.C.,
L.L.O., as counsel.


CLAIRE'S STORES: In Talks with Apollo, Lenders on Bankr. Filing
---------------------------------------------------------------
Lauren Coleman-Lochner, Kiel Porter, Sridhar Natarajan and Eliza
Ronalds-Hannon, writing for Bloomberg News, report that Claire's
Stores Inc., is preparing to file for bankruptcy in the coming
weeks, according to people with knowledge of the plans.

The sources told Bloomberg that Claire's is closing in on a deal in
which control would pass from Apollo Global Management LLC to
lenders including Elliott Capital Management and Monarch
Alternative Capital.  Venor Capital Management and Diameter Capital
Partners are also involved, the sources said.  They asked not to be
identified because the matter isn't public.

According to Bloomberg, the move should help ease Claire's $2
billion debt load which resulted from its 2007 leveraged buyout by
Apollo.  Bloomberg says more than $1.4 billion of Claire's debt
matures next year and a $60 million interest payment is due March
13.

Bloomberg recounts that Apollo paid $3.1 billion to acquire
Claire's from the family of founder Rowland Schaefer, and began
expanding rapidly.  It added about 350 stores between 2010 and
2013, with more than 2,700 globally by the time it filed plans that
year to go public, according to a company document. But the chain
struggled to remain profitable after the Apollo buyout, and
Claire's withdrew its initial public offering registration in early
2017.

                      About Claire's Stores

Hoffman Estates, Ill.-based Claire's Stores, Inc. --
http://www.clairestores.com/-- is a specialty retailer of
fashionable jewelry and accessories for young women, teens, tweens
and girls ages 3 to 35.  The Company operates through its stores
under two brand names: Claire's and Icing.  As of July 29, 2017,
Claire's Stores, Inc. operated 2,660 stores in 17 countries
throughout North America and Europe, excluding 860 concession
locations.  The Company franchised 650 stores in 27 countries
primarily located in the Middle East, Central and Southeast Asia
and Central and South America, and Southern Africa.

Claire's Stores reported net income of $53.89 million on $1.31
billion of net sales for the fiscal year ended Jan. 28, 2017,
compared to a net loss of $236.43 million on $1.40 billion of net
sales for the fiscal year ended Jan. 30, 2016.

                          *     *     *

In October 2016, Moody's Investors Service downgraded to 'Ca' from
'Caa3' the corporate family rating of Claire's Stores, Inc., and
took rating actions on various instruments.  The outlook remains
negative.  "These rating actions result from Claire's closing its
exchange offer, which we characterized as a distressed exchange, as
well as new credit facilities which were issued in tandem with the
closing of the exchange," stated Moody's Vice President Charlie
O'Shea.

In May 2017, S&P Global Ratings affirmed its 'CC' corporate credit
rating on Hoffman Estates, Ill.-based U.S. specialty retailer
Claire's Stores Inc.  The outlook is negative.  "We believe
Claire's will eventually need to complete further distressed
transactions such as exchanging debt at subpar levels, which we
would view as tantamount to default.  We note that various tranches
of debt at Claire's continue to trade at a steep discount to par,"
said credit analyst Samantha Stone.


CLARIUS BIGS: Main Street Values $2.9 Million Loan at 3% of Face
----------------------------------------------------------------
Main Street Capital Corporation has marked its $2,924,000 in loans
extended to privately held Clarius BIGS, LLC to market at $85,000
or 2.91% of the outstanding amount, as of Dec. 31, 2017, according
to a disclosure contained in a Form 10-K filing with the Securities
and Exchange Commission for the fiscal year ended Dec. 31, 2017.

Main extended to Clarius BIGS a 15% PIK Secured Debt that had a
January 5, 2015 maturity.

According to Main, the loan has been considered non-accrual and
non-income producing investment.

Main noted that the loan maturity date is under on-going
negotiations with the portfolio company and other lenders, if
applicable.

Clarius BIGS, LLC provides prints and advertising film financing.


CNG HOLDINGS: Moody's Hikes CFR & Sr. Sec. Ratings to Caa2
----------------------------------------------------------
Moody's Investors Service took a number of rating actions on six
payday lenders:

CNG Holdings, Inc.'s corporate family and senior
secured ratings were upgraded to Caa2 from Caa3;
the outlook was revised to stable from developing.

Community Choice Financial Inc.'s corporate family
and senior secured ratings were affirmed at Caa3,
with a developing outlook.

Creditcorp's corporate family and senior secured ratings
were affirmed at Caa3, with a developing outlook.

Curo Financial Technology Corp's senior secured ratings
were affirmed at Caa1; the outlook was revised to positive
from stable. In the same rating action, Moody's assigned
a corporate family rating of Caa1, with a positive outlook,
to Curo Financial's holding company Curo Group Holdings
Corp. The Caa1 corporate family rating at Curo Financial
Technology was withdrawn.

Enova International, Inc.'s corporate family and senior
unsecured ratings were affirmed at Caa1; the outlook was
revised to positive from stable.

Sterling Mid-Holdings, Inc.'s corporate family rating of
Caa3, and the Caa3 senior secured rating of its
subsidiary DFC Finance Corp. were affirmed with a stable
outlook.

RATINGS RATIONALE

The ratings reflect the following considerations for individual
companies:

CNG Holdings, Inc. ("CNG"): The upgrade of CNG's corporate family
and senior secured ratings to Caa2 from Caa3 reflects the improving
profitability of its core financial services business and the
progress the company has made in repositioning its loan portfolios
towards longer-term installment lending to comply with the new
regulatory environment. The ratings also continue to reflect the
refinancing risk the company faces with its senior notes, which
mature in 2019 and 2020. The ratings for CNG could be upgraded if
the company makes progress on refinancing or extending the maturity
of its debt obligations. The ratings for CNG could be downgraded if
either distressed exchange or disorderly liquidation scenarios
appear to be more likely as CNG approaches its debt maturity dates,
or if its financial performance deteriorates, which would heighten
the company's refinancing risk.

The outlook change to positive from stable on the ratings of Enova
International, Inc. ("Enova") and Curo Group Holdings, Inc.
("Curo") and its subsidiary Curo Financial Technologies ("Curo
Financial") reflects the progress both companies have made in
repositioning their loan portfolios towards longer-term installment
lending to comply with the new regulatory environment. As with all
payday lenders, Curo's and Enova's ratings are constrained by the
regulatory risk in the sector; however, the companies' lower
reliance on payday loans compared to peers is a mitigant.

The future of payday lending regulations remains uncertain, with
the Consumer Financial Protection Bureau ("CFPB") issuing a press
release in January 2018 stating that it intends to engage in a
rulemaking process to reconsider the payday, high-cost installment
and single-payment auto title loans rule published three months
earlier, in October 2017. If the CFPB makes the final rule less
onerous, Moody's would view it as a positive credit development for
Curo and Enova and the payday lending sector in general. However,
despite the potential weakening of the CFPB's rules, some states
are tightening their consumer lending regulations.

Also supporting a positive outlook on Curo's Caa1 corporate family
and senior secured ratings are its strong profitability and
moderate leverage, and no near-term debt maturities. The company's
main credit weakness remains its capitalization, which was further
exacerbated by a recent dividend payout. As a traditional lender,
Curo needs an equity buffer to absorb unforeseen operating expenses
and potentially higher than expected credit costs.

The ratings for Curo could be upgraded if Curo continues to
demonstrate a successful transition to longer-term installment
lending, as evidenced by solid and stable profitability with
minimum amounts of restructuring and other unforeseen operating
expenses, with well-managed asset quality, and also sufficient
liquidity. The company would also have to demonstrate improvement
in its capitalization through earnings retention and to maintain
conservative financial policy, without substantial dividends
distributions, similar to the ones in the past. The outlook could
be changed to stable from positive if the company further
de-capitalizes through an equity distribution, if its financial
performance weakens, or its leverage meaningfully increases due to
additional borrowings. The ratings for Curo could be downgraded if
its profitability meaningfully deteriorates and its weak asset
quality weakens.

Supporting a positive outlook on Enova's Caa1 corporate family and
senior unsecured ratings are the absence of near-term debt
maturities, as well the company's solid profitability, underscored
by scalability of its online business model with a lower fixed base
compared to branch-based lenders. While substantially improved over
the past two years, Enova's capitalization remains its main credit
weakness, which presents risks as the company is becoming more
reliant on longer-term installment lending.

The ratings for Enova could be upgraded if it continues to
demonstrate solid profitability and improve its tangible equity
through earnings retention. Enova will also need to continue to
demonstrate a successful transition to longer-term lending and
ability to comply with potential new rules by the CFPB, as
evidenced by well-managed asset quality and absence of
restructuring and other charges. The outlook could be revised to
stable if Enova's leverage, which is already higher than the peer
median, increases further, and if the company begins to pursue an
aggressive financial strategy with dividend distributions. Enova's
ratings could be downgraded if its profitability substantially
deteriorates and its asset quality meaningfully weakens.

Creditcorp: The affirmation of Creditcorp's corporate family and
senior secured ratings at Caa3 with a developing outlook reflects
the company's significant debt refinancing risk, with all of its
secured notes in the amount of $162 million maturing in July 2018.
The ratings also reflect Creditcorp's currently weak profitability,
reflecting revenue decline resulting from branch closures and, to a
lesser extent, due to a shift in the portfolio mix towards
lower-yielding installment loans. Creditcorp has stronger
capitalization relative to its payday lending peers, with tangible
common equity representing 9.7% of tangible assets at September 30,
2017. The ratings for Creditcorp could be upgraded if the company
successfully refinances or extends the maturity of its debt
obligations. The ratings for Creditcorp could be downgraded if the
company announces either a distressed exchange or disorderly
liquidation as the company approaches its existing debt maturity
date.

Community Choice Financial, Inc.'s (CCFI): The affirmation CCFI's
Caa3 corporate family and senior secured ratings reflects its high
refinancing risk, with most of its senior notes maturing in 2019.
The company's profitability and capitalization remains weak. CCFI's
still-substantial reliance on payday loans presents a transition
risk to the new underwriting-based lending model, given regulatory
restrictions. Further, after shrinking its loan portfolio to free
up liquidity for debt repurchases, CCFI began to rapidly grow its
loan book. Such rapid growth presents a credit risk, especially
given the fast expansion of the online portfolio, which has had
very high credit losses in the past. The ratings for CCFI could be
upgraded if the company refinances or extends the maturity of its
obligations. The ratings could also be upgraded if the company
improves its financial performance, as evidenced by well-managed
asset quality and absence of financial losses. The ratings for CCFI
could be downgraded if it announces a distressed exchange or
disorderly liquidation as it approaches its existing debt maturity
dates.

Sterling Mid-Holdings, Inc. ("Sterling"): The affirmation of
Sterling's corporate family rating at Caa3, and the senior secured
rating of its subsidiary DFC Finance Corp. ("DFC") at Caa3 reflects
the company's weak financial performance, as evidenced by
continuing financial losses, negative operating cash flows, high
leverage and the resulting weak debt servicing metrics, as well as
negative tangible equity.

In November 2017, an affiliate of Lone Star Funds, Sterling's owner
concluded a tender offer for its senior secured notes due June 20,
which Moody's deemed a distressed exchange. Including the results
of tender offer, Lone Star, owns approximately 96% of the
outstanding notes.

The ratings for Sterling and DFC could be upgraded if the company
improves its capital structure, which Moody's currently view as
untenable due to very high leverage, and if it improves its
financial performance by achieving positive unadjusted EBITDA,
resulting in positive cash flows from operations and strengthened
liquidity. The ratings for Sterling and DFC could be downgraded if
the company's financial performance deteriorates. For instance,
Sterling's Canadian business, which accounts for a substantial
portion of its revenues is exposed to local governments that are
actively considering imposing restrictions on payday lending, which
could further weaken its profitability.


CNX MIDSTREAM: S&P Gives 'BB-' CCR & Rates $400MM Unsec Notes 'BB-'
-------------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' corporate credit
rating to master limited partnership CNX Midstream Partners L.P.
The outlook is stable.

S&P also assigned its 'BB-' issue-level rating and '4' recovery
rating to CNXM's $400 million senior unsecured notes due 2026. The
'4' recovery rating indicates that lenders can expect average
(30%-50%; rounded estimate: 45%) recovery in the event of a payment
default.

S&P's 'BB-' corporate credit rating on CNXM reflects its assessment
of a weak business risk profile and an intermediate financial risk
profile. CNXM is a publicly traded master limited partnership that
owns, operates, and develops natural gas gathering pipelines and
compression and dehydration facilities, as well as condensate
gathering, collection, separation, and stabilization facilities.
The partnership's assets are in the Marcellus and Utica shales in
Pennsylvania and West Virginia. CNXM's parent company is
exploration and production company (E&P) CNX Resources Corp., which
owns approximately 33% of the L.P. interest and 100% of the general
partnership interest.

CNXM is geographically concentrated in the Marcellus and Utica
shales. CNX Resources has dedicated 225,000 Marcellus acres and
63,000 Utica acres to CNXM under a long-term fixed-fee through
2037. In addition, HG Energy has dedicated 225,000 Marcellus acres
to CNXM. However, CNXM receives the majority of its volumes from
CNX Resources Corp. We view CNXM as strategically important to CNX
Resources Corp.

S&P said, "The stable outlook on CNX Midstream Partners L.P.
reflects our expectation that the partnership will continue to
increase volumes due to growth in production at CNX Resources, as
well as the additional volumes related to the Shirley-Pennsboro
acquisition. We expect the partnership to maintain debt to EBITDA
of slightly below 3x and FFO to debt of about 30% over the next
year, while maintaining liquidity we view as adequate.

"We could lower the ratings if debt to EBITDA increased above 3.5x
on a sustained basis. This could occur if the partnership adopted a
more aggressive financial profile or undertook a debt-financed
acquisition that were not funded in a balanced manner. In addition,
we could lower the ratings on CNXM if we lowered the corporate
credit ratings on CNX Resources Corp:

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

"We do not view a positive rating action as likely in the near
term. However, we could raise the ratings if the partnership
greatly increased its size, scale, and diversity of its business,
while maintaining credit metrics at current levels."


COMMUNITY HOME: A. Henderson, WMH Legal Services Necessary
----------------------------------------------------------
Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi issued a memorandum opinion and order on
remand regarding the fee applications of Derek A. Henderson and
Wells Marble & Hurst, PLLC, including fourth application of Debtor
Community Home Financial Services, Inc. for allowance of fees and
allowance of costs and expenses; fifth application of attorney for
the  Debtor for allowance of fees and allowance of costs and
expenses; and application of attorney for the Debtor for allowance
of fees and allowance of costs and expenses.

The matter came before the Court on the Orders issued by the U.S.
District Court for the Southern District of Mississippi, Northern
Division in Edwards Family Partnership, LP; Beher Holdings Trust v.
Kristina M. Johnson; Derek A. Henderson, and Edwards Family
Partnership, LP; Beher Holdings Trust v. Kristina M. Johnson;
Wells, Marble & Hurst, PLLC remanding two contested matters in the
Bankruptcy Case for additional findings. In the appeals, Edwards
Family Partnership, LP and Beher Holdings Trust challenge: (1) the
Memorandum Opinion on the Fifth Application of Attorney for the
Debtor for Allowance of Fees and Allowance of Costs and Expenses
and Final Judgment on the Fifth Application of Attorney for the
Debtor for Allowance of Fees and Allowance of Costs and Expenses
issued on Dec. 7, 2015; and (2) the Memorandum Opinion on the
Fourth and Fifth Fee Applications of Attorneys for the Debtor,
Wells Marble & Hurst, PLLC and Final Judgment on the Fourth and
Fifth Fee Applications of Attorneys for the Debtor, Wells Marble &
Hurst, PLLC issued on Jan. 27, 2016.

Approaching the question on remand from hindsight, the Court finds
that the legal services rendered in connection with the Adversary
Proceedings initiated by Henderson and WMH and tried by the Trustee
were necessary to the administration of the bankruptcy case and
reasonably likely to benefit the bankruptcy estate for the reasons
reflected in the Global Opinion. The Adversary Trial was necessary
as part of the claims-resolution process to create a clear path for
an exit strategy in the Bankruptcy Case. Moreover, the advice and
services rendered in connection with the Adversary Proceedings by
Henderson and WMH insured that CHFS met its responsibilities as a
debtor-in-possession under the Bankruptcy Code. Finally, the
reduction and reclassification of EFP's and BHT's claims greatly
increased the unencumbered assets of the bankruptcy estate. Thus,
there was a material benefit to creditors other than EFP and BHT,
including administrative expense, priority, and unsecured
claimants. The Court interprets the Remand Orders narrowly and
renders these additional findings only as to the beneficial nature
of the Adversary Proceedings. The Court, therefore, did not render
any findings in this Opinion regarding the other relevant factors
considered under 11 U.S.C. section 330 and the lodestar method.

A full-text copy of Judge Olack's Memorandum Opinion dated Feb. 27,
2018 is available at:

     http://bankrupt.com/misc/mssb12-01703-2184.pdf

                  About Community Home Financial

Community Home Financial is a specialty finance company providing
contractors with financing for their customers.  It operated from
one central location providing financing through its dealer network
throughout 25 states, Alabama, Delaware, and Tennessee.  On
December 23, 2013, the Debtor changed its principal place of
business to Panama.

The Debtor filed a Chapter 11 petition (Bankr. S.D. Miss. Case No.
12-01703) on May 23, 2012.  The petition was signed by William D.
Dickson, president.

The Debtor scheduled $44.9 million in total assets and $30.3
million in total liabilities.  Judge Edward Ellington presides over
the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter
11 counsel.  Wells Marble was terminated Nov. 13, 2013.

The Debtor is now being represented by Derek A. Henderson, Esq., in
Jackson, Mississippi.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11
trustee for the Debtor.  Jones Walker LLP serves as counsel to the
trustee, while Stephen Smith, C.P.A., acts as accountant.


COMMUNITY HOME: Trustee Entitled to Single Recovery from EFP/BHT
----------------------------------------------------------------
Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi resolves three adversary proceedings and
five contested matters involving Debtor Community Home Financial
Services, Inc.

The consolidation of these proceedings and matters into a single
Opinion was deemed by the Court to be the most efficient means of
resolving years of disputes previously unresolved in state court,
federal district court, and numerous mediations. The objective of
the Court is to create a clear path for an exit strategy in the
Bankruptcy Case. The journey began on Feb. 15, 2012, with
litigation filed in state court that was removed to federal
district court and then stayed by CHFS's chapter 11 bankruptcy
filing on May 23, 2012. During the two years it operated as a
debtor-in-possession, CHFS initiated two of the three adversary
proceedings addressed in this Opinion. All of these matters were
derailed by the criminal conduct of CHFS's president, resulting in
the appointment of the Trustee in 2014. During several failed
attempts at mediation, litigation stalled.

In these consolidated Adversary Proceedings, the Trustee asks the
Court to determine the respective rights and obligations of CHFS,
EFP, Edwards Family Partnership, LLP, and Beher Holding Trust
based, among other testimony and evidence, on: (1) documents
prepared in haste using documents from another transaction as forms
or documents drafted by Dr. Charles C. Edwards (regardless of which
the parties acted inconsistently with respect to their alleged
contractual rights); (2) an interpretation and application of the
law of the British Virgin Islands as explained by lawyers
practicing in that jurisdiction; (3) the testimony of Dr. Edwards
who admits he did not pay much attention to Dickson and CHFS until
the monthly payments stopped; (4) the testimony of Martha Edwards
Borg, who held the title of bookkeeper but who had limited
knowledge of general accounting principles; and (5) the testimony
of an accountant, Aucoin, whose analysis was limited because of the
unavailability of bank records from Panama and Costa Rica. The
Trustee also asks the Court to determine the source of the funds
returned to her after William Dickson's arrest as well as the funds
she intercepted. Finally, the Trustee challenges Dr. Edwards'
post-petition conduct as a stay violation and conversion.

EFP/BHT assert counterclaims in these adversary proceedings, in
which they ask the Court to declare, inter alia, that they have a
secured interest in the home improvement loans, they own the notes
underlying other mortgage portfolios, and they are entitled to the
money recovered by the Trustee. They also seek damages against the
estate for losses they incurred as a result of Dickson's criminal
conduct.

Upon thorough analysis of the facts and evidence presented, the
Court declares and finds as follows:

A. In the Home Improvement Loans Adversary and related consolidated
Contested Matter,

   1. Count I (Legal Capacity of the Rainbow Group): The Trustee is
not entitled to a judgment that the Rainbow Loan Agreement, the
2006 Note, and the Custodial Agreement are void ab initio. In the
alternative, the Trustee has abandoned this claim.

   2. Count II (Legal Capacity of Beher Limited): The Trustee is
entitled to a judgment that the 2010 Assignment is void.

   3. Count III (Fraudulent EFP Note & BHT Note): The Trustee has
abandoned her claim that the EFP Note and BHT Note are fraudulent.

   4. Count IV (Perfection of Security Interest): The Trustee is
entitled to a judgment declaring that EFP/BHT do not have a
perfected security interest in the Home Improvement Loans, and
EFP/BHT are general unsecured creditors of the bankruptcy estate of
CHFS.

   5. Count V (Tracing of Funds): EFP/BHT are not entitled to a
judgment declaring that they have a security interest in any of the
stolen funds recovered or intercepted by the Trustee.

   6. Count VI (POC 4-1 & POC 5-1): The Objection to POC 4 & 5 is
overruled in part and sustained in part. The Objection to POC 4 & 5
is overruled, and POC 4-1 is allowed to the extent that BHT has an
unsecured claim of $13,374,372, consisting of $11,189,385.80 in
principal and $2,184,986.25 in interest, as of May 23, 2012. The
Objection to POC 4 & 5 is overruled, and POC 5-1 is allowed to the
extent that EFP has an unsecured claim of $4,458,124, consisting of
principal of $3,729,795.25 and interest of $728,328.75, as of May
23, 2012. The Objection to POC 4 & 5 is sustained in all other
respects. Once all traceable collections from the Home Improvement
Loans are applied, including the collections by ClearSpring, CHFS
owed BHT $7,440,849 in principal and $2,184,986.25 in interest, and
CHFS owed EFP $2,480,283 in principal and $728,328.75 in interest,
as of May 31, 2017.

B. In the Mortgage Portfolios Adversary and related consolidated
Contested Matter,

   1. Misjoinder of Parties: Church Bay Trust and CHFS are
misjoined parties and are dismissed with prejudice from the
Mortgage Portfolios Adversary.

   2. Counts I & IV/MPF Counterclaim Counts I-III (Mortgage
Portfolios): The Trustee is entitled to a judgment declaring that:

   (a) CHFS and EFP entered into loans with respect to Portfolios
#1-#6;

   (b) The loans EFP provided CHFS for the purchase of Portfolios
#1 and #2 are enforceable and are secured by the mortgages and
notes that comprise Portfolios #1 and #2 and also by the proceeds
of the mortgages and notes that comprise Portfolios #1 and #2, but
only to the extent the proceeds can be traced to funds of the
estate;

   (c) EFP's security interest in Portfolios #1 and #2 is subject
to the Court's ruling on the Cash Collateral Objection and
Trustee's Cash Motion;

   (d) The loans EFP provided CHFS for the purchase of Portfolios
#3-#6 are unenforceable;

   (e) CHFS owns the original notes and mortgages that comprise
Portfolios #1-#6;

   (f) Dr. Edwards and EFP are ordered to turn over to the Trustee
the original notes and mortgages that comprise Portfolios #1-#6;

   (g) BHT is not a creditor of the bankruptcy estate, as alleged
in POC 7-1 and POC 8-1;

   (h) BHT owns the original notes and mortgages that comprise
Portfolio #7; and

   (i) CHFS entered into a servicing agreement with BHT with
respect to Portfolio #7, and CHFS is entitled to the servicing fees
and reimbursement of costs set forth in MPF Agreement III.

   3. Counts II & III/MPF Counterclaim Count VIII (POC 6-1 to POC
9-1): The Objection to POC 6 & 9 is sustained in part and overruled
in part. The Objection to POC 6 & 9 is sustained to the extent that
POC 6-1 is disallowed in whole. The Objection to POC 6 & 9 is
overruled to the extent that, as of May 23, 2012, EFP has a secured
claim of $1,728,804 with respect to Portfolios #1 and #2. The
Objection to POC 6 & 9 is sustained in all other respects. Once all
traceable collections from Portfolios #1 and #2 are applied,
including the collections by ClearSpring, CHFS owed EFP $665,711 as
to Portfolio #1 and $274,482 as to Portfolio #2, as of May 31,
2017. The Objection to POC 7 & 8 is sustained. POC 7-1 and POC 8-1
are disallowed in whole.

   4. Count V (Constructive Trust): The Trustee has abandoned her
claim for the imposition of a constructive trust on all proceeds of
the Mortgage Portfolios.

   5. Count VI (Conversion): The Trustee has abandoned her claim
for damages for conversion of property of the estate.

   6. MPF Counterclaim Count IV (Breach of MPF Agreements):
EFP/BHT's counterclaim for CHFS's alleged breach of the "joint
venture" agreements is dismissed with prejudice.

   7. MPF Counterclaim Count V (Breach of Fiduciary Duty):
EFP/BHT's counterclaim for CHFS's alleged breach of its fiduciary
duty is dismissed with prejudice.

   8. MPF Counterclaim Count VI (Servicing Fees): EFP/BHT's
counterclaim against the Trustee for servicing  costs is dismissed
with prejudice.

   9. MPF Counterclaim Count VII (Tracing of Funds): EFP/BHT are
not entitled to a judgment declaring that they have a security
interest in any of the stolen funds recovered or intercepted by the
Trustee.

C. In the Home Improvement Loans Adversary and the Mortgage
Portfolios Adversary,

   1. The Cash Collateral Objection is overruled.

   2. The Trustee's Cash Motion is granted in part and denied in
part. The Trustee should be able to use the traceable proceeds from
Portfolios #1 and #2 to pay ordinary expenses of the bankruptcy
estate, with the amount and extent of such use to be determined at
a later hearing. The proceeds from the Home Improvement Loans and
from Portfolios #3-#6 are not cash collateral and, therefore, no
relief is necessary or required.

D. In the Post-Petition Conduct Adversary,

   1. Count I (Violation of Automatic Stay): The Trustee is
entitled to damages against Dr. Edwards and EFP/BHT, jointly and
severally, in the amount of $10,000 representing additional
servicing costs and $61,458.25 in attorneys' fees and expenses
incurred by the Trustee through July 31, 2017. The Trustee also is
entitled to an award of attorneys' fees and expenses incurred from
August 1, 2017, through the last day of Trial, in connection with
the prosecution of the Post-Petition Conduct Adversary. Because
these fees and expenses already have been included, or will be
included, in a fee application filed, or to be filed, by Trustee's
counsel in the Bankruptcy Case, the Court will determine the amount
of these additional fees and expenses in connection with the final
fee application. In addition, the Trustee is entitled to
post-judgment interest at the legal rate until satisfied on these
amounts.

   2. Count II (Turnover of Property): The Trustee is entitled to a
judgment requiring Dr. Edwards to turn over the two (2) original
CDs to the Trustee.

   3. Count III (Post-petition Transfer): The Trustee's claim for
post-petition transfers is dismissed with prejudice.

   4. Count IV (Civil Conspiracy): The Trustee's claim for civil
conspiracy is dismissed with prejudice.

   5. Count V (Conversion): The Trustee is entitled to a judgment
against Dr. Edwards and EFP/BHT, jointly and severally, for the
conversion of the original CDs in the amount of $10,000, together
with post-judgment interest at the legal rate until satisfied.

   6. Count VI (Equitable Subordination): The Trustee's claim for
equitable subordination is dismissed with prejudice.

E. In the Bankruptcy Case,

   1. An order should be entered rescinding the Order Approving
Disclosure Statement, disapproving the First Amended Disclosure
Statement, and denying as moot the following contested matters,
without prejudice: (a.) the Notice of Filing Immaterial
Modifications; (b.) the First Amended Plan; (c.) the Objection to
Tabulation and Summary of Ballots; (d.) the Response to the
Objection to Tabulation and Summary of Ballots; and (e.) the Motion
in Limine.

   2. A status conference should be set for the purpose of
scheduling dates for the filing of an amended disclosure statement
and an amended chapter 11 plan of liquidation.

The costs of these Adversary Proceedings and Contested Matters are
taxed against Dr. Edwards and EFP/BHT. The Trustee is entitled only
to a single recovery where the same damages are granted under
different legal theories. To the extent the Court has not addressed
any of the parties' other arguments or positions, it has considered
them and determined they would not alter the result.

A full-text copy of Judge Olack's Memorandum Opinion dated Feb. 27,
2018 is available at:

     http://bankrupt.com/misc/mssb12-01703-2182.pdf

                About Community Home Financial

Community Home Financial is a specialty finance company providing
contractors with financing for their customers.  It operated from
one central location providing financing through its dealer network
throughout 25 states, Alabama, Delaware, and Tennessee.  On
December 23, 2013, the Debtor changed its principal place of
business to Panama.

The Debtor filed a Chapter 11 petition (Bankr. S.D. Miss. Case No.
12-01703) on May 23, 2012.  The petition was signed by William D.
Dickson, president.

The Debtor scheduled $44.9 million in total assets and $30.3
million in total liabilities.  Judge Edward Ellington presides over
the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter
11 counsel.  Wells Marble was terminated Nov. 13, 2013.

The Debtor is now being represented by Derek A. Henderson, Esq., in
Jackson, Mississippi.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11
trustee for the Debtor.  Jones Walker LLP serves as counsel to the
trustee, while Stephen Smith, C.P.A., acts as accountant.


CORBETT-FRAME INC: Wants to Continue Using Cash Through March 31
----------------------------------------------------------------
Corbett-Frame, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Kentucky to use cash collateral
as set forth on the budget, on an extended basis through March 31,
2018.

Corbett Frame requires extended use of cash collateral through
March 31 to continue its operations.  Corbett Frame needs access to
approximately $50,631 in cash to defray March 2018 operating
expenses.

Corbett Frame proposes to provide Cash Collateral Creditors with
the same adequate protection as provided in previous orders
including replacement liens and payment as provided on the Budget.


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

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

              http://bankrupt.com/misc/kyeb17-51607-90.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.


CRAPP FARMS: Proposes an April 3 Live Auction of Farm Equipment
---------------------------------------------------------------
Crapp Farms Partnership asks the U.S. Bankruptcy Court for the
Western District of Wisconsin to authorize the live auction sale of
farm personal property consisting of equipment, machinery and
vehicles formerly used in its farming operations to be conducted by
Steffes Group, Inc. on April 3, 2018, free and clear of liens,
claims and encumbrances.

BMO Harris, N.A., the Debtor's pre-petition secured lender,
obtained proposals from Steffes to conduct the Equipment Auction,
and recommended that Debtor hires Steffes to conduct the proposed
auction sale according to the terms and conditions set forth in the
Equipment Auction Agreement between the Debtor and Steffes.

The Debtor is also asking entry of an order rejecting an unexpired
lease between the Debtor and BMO Equipment Finance for the Debtor's
lease of certain farm equipment.  Contemporaneous with the filing
of the Motion, the Debtor filed the Amended Application of Crapp
Farms Partnership to Employ Steffes Group as Auctioneer.

The Debtor and BMO Harris Equipment Finance are parties to a Master
Lease of Personal Property dated June 18, 2013, and the Lease
Schedule dated June 18, 2013 made a part of the Master Lease.  The
equipment leased by the Debtor is identified on Schedule A of the
Lease Schedule and are more commonly known as three John Deere
planters.

The Master Lease is an executory contract which was in full force
and effect on the Petition Date.  Pursuant to Section 365(d)(1) of
the Bankruptcy Code, the Debtor may reject an unexpired lease of
personal property of the Debtor before the confirmation of a plan.
As of the filing of the Motion, no order has been signed or entered
by the Court confirming a plan in the Chapter 11 case.

The Debtor desires to reject the Master Lease immediately because
the Debtor will not be continuing its farming operations.
Rejection of the Master Lease is in the best interests of the
Debtor, its creditors, and the estate.

The Preliminary Equipment List lists all of the Equipment to be
sold at the Equipment Auction.

Because a majority of the Equipment is equipment used in cropping
operations, the Debtor believes that conducting the Equipment
Auction prior to the beginning of the 2018 planting season will
yield great interest and competitive bidding as farmers look to
upgrade or replace their farming equipment.

Upon information and belief, all the Equipment on the Preliminary
Equipment List is subject to validly-perfected first-position
security interests in favor of BMO, securing, among other
obligations to BMO, notes with an outstanding principal balance of
$29,067,310 as of the Petition Date.

By virtue of BMO's properly perfected security interest in the
Equipment, BMO will be entitled to all net proceeds from the
Equipment Auction, after compensation to Steffes, to be applied to
reduce the current indebtedness owed by the Debtor to BMO.  Upon
information and belief the net sale proceedsfrom the Equipment
Auction will not be suflicient to pay the Debtor's obligations to
BMO in full.

Steffes' requested compensation for services to be rendered to the
Debtor are fully set forth in the Equipment Auction Agreement and
specifically as follows: (i) Steffes will charge a total commission
of 8%, itemized as follows: 5% for Auctioneer's & Clerk's Fee; 1%
for Advertising; and 2% for Set-up Fees and Transport; and (ii)
Steffes' commission will be paid out of gross sale proceeds from
the Equipment Auction.

The Debtor asks that the Court approves payment of the compensation
to Steffes and authorizes the Debtor to disburse Steffes' fee to
Steffes upon conclusion of the Equipment Auction.

The Debtor believes that the Equipment Auction will yield the
highest and best total value for the Equipment, and that the
Equipment Auction is in the best interests of the Debtor, its
creditors, and the estate.  The Debtor anticipates that in
conjunction with the filing of the Motion, the Debtor will also be
filing an appropriate motion to have the Motion heard on an
expedited basis.  

Additionally, the Debtor also asks that the 14-day stay pursuant to
Rule 6004(h) be waived.

A copy of the Auction Sale Agreement, the Lease Schedule, the
Preliminary Equipment List and the Retained Equipment List attached
to the Motion is available for free at:

    http://bankrupt.com/misc/Crapp_Farms_360_Sales.pdf

                   About Crapp Farms Partnership

Crapp Farms Partnership is a large farming operation that includes
growing and selling crops, raising livestock, and providing farm
trucking and excavating services to third-party customers.  The
farming operation is located in Potosi, Wisconsin.

Crapp Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 17-11601) on May 3, 2017.  In the
petition signed by Darell C. Crap, partner, the Debtor estimated
its assets and debt at $10 million to $50 million.

The case is assigned to Judge Catherine J. Furay.  

The Debtor tapped J. David Krekeler, Esq., Eliza M. Reyes, Esq.,
Jennifer M. Schank, Esq., Kristin J. Sederholm, Esq., at Krekeler
Strother, S.C., as Chapter 11 counsel.

On June 5, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Creditors Committee
is represented by Matthew E. McClintock, Esq., at Goldstein &
McClintock, LLLP.


CRAPP FARMS: Proposes March 28 Live Auction of Grant Farmland
-------------------------------------------------------------
Crapp Farms Partnership asks the U.S. Bankruptcy Court for the
Western District of Wisconsin to authorize the sale of its real
estate formerly used in its farming operations, consists of
approximately 2,044 m/l acres of farmland and related farm
buildings located in Grant County, Wisconsin, by a live auction
sale to be conducted by Steffes Group, Inc., on March 28, 2018.

The Debtor wishes to conduct the live auction sale using Steffes,
pursuant to their proposed Real Estate Listing and Auction Sale
Agreement.

BMO Harris, N.A., the Debtor's pre-petition secured lender,
obtained proposals from Steffes to conduct the auction sales, and
recommended that Debtor hire Steffes to conduct the proposed
auction sale according to the terms and conditions set forth in the
Real Estate Auction Agreement.  The sale will be free and clear of
liens, claims and encumbrances, with the same to attach to the
proceeds of the sale.

Contemporaneous with the filing of the Motion, the Debtor filed the
Amended Application of Crapp Farms Partnership to Employ Steffes
Group as Auctioneer.

The Debtor believes that conducting the Real Estate Auction prior
to the beginning of the 2018 planting season will yield great
interest and competitive bidding.  Therefore, the Debtor proposes
to have Steffes conduct the Real Estate Auction on March 28, 2018.
Conducting the auction at this time will allow successful buyers to
incorporate any purchased land into their overall cropping plan.

The Debtor anticipates that in conjunction with the filing of the
Motion, the Debtor will also be filing an appropriate motion to
have this Motion heard on an expedited basis.  Additionally, it
also asks that the 14-day stay pursuant to Rule 6004(h) be waived.

The Real Property is subject to validly-perfected first-position
security interests in favor of BMO, securing, among other
obligations to BMO, notes with an outstanding principal balance of
$29,067,310 as of the Petition Date.  By virtue of BMO's properly
perfected security interest in the Real Property, BMO will be
entitled to all net proceeds from the Real Estate Auction, after
compensation to
Steffes, to be applied to reduce the current indebtedness owed by
the Debtor to BMO.  Upon information and belief, the net sale
proceeds from the Real Estate Auction will not be sufficient to pay
the Debtor's obligations to BMO in full.

The salient terms of the Bidding Procedures are:

     a. Bidders who wish to bid must register at least 48 hours
prior to the auction in order to be approved to bid online.

     b. A total deposit of 10% of the purchase price will be
required.

     c. The balance of the purchase price must be paid in full at
closing on April 20, 2018.

     d. The 2017 taxes will be paid by the Seller.  The 2018 taxes
will be paid by the Buyer.  

     e. Closing Agent Fee will be equally between the Buyer and the
Seller.

     f. The bidding will not close and the property will not be
sold until everyone has had the opportunity to make his or her
highest and best bid.

     g. The property will be sold "as is" with no warranties
express or implied.

     h. The property will be sold regardless of price after the
opening bid.

     i. The successful bidder will be required at the close of the
auction, to complete the earnest money receipt and purchase
agreement.  The balance of the purchase price is due in case at
closing on April 20, 2018.  The closing will take place at a
closing company mutually agreeable to both the Buyer and the
Seller.

Steffes' requested compensation for services to be rendered to the
Debtor that are fully set forth in the Real Estate Auction
Agreement are (i) Steffes will pay all costs related to advertising
and promotion, set-up fees, and other costs for the preparation of
the auction; and (ii) Steffes will be compensated via a buyer's
premium of 5% in effect for the Real Estate Auction, which premium
will be added to each successful buyer's purchase price for each
parcel of land sold and will represent the only fee to Steffes for
its services in conducting the Real Estate Auction.

The Debtor asks that the Court approves payment of the compensation
to Steffes and authorize the Debtor to disburse Steffes' fee to
Steffes upon conclusion of the Real Estate Auction.

The Debtor believes that the Real Estate Auction will yield the
highest and best total value for the Real Property, and that the
Real Estate Auction is in the best interests of the Debtor, its
creditors, and the estate.

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

    http://bankrupt.com/misc/Crapp_Farms_359_Sales.pdf

                   About Crapp Farms Partnership

Crapp Farms Partnership is a large farming operation that includes
growing and selling crops, raising livestock, and providing farm
trucking and excavating services to third-party customers.  The
farming operation is located in Potosi, Wisconsin.

Crapp Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 17-11601) on May 3, 2017.  In the
petition signed by Darell C. Crap, partner, the Debtor estimated
its assets and debt at $10 million to $50 million.

The case is assigned to Judge Catherine J. Furay.  

The Debtor tapped J. David Krekeler, Esq., Eliza M. Reyes, Esq.,
Jennifer M. Schank, Esq., Kristin J. Sederholm, Esq., at Krekeler
Strother, S.C., as Chapter 11 counsel.

On June 5, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Creditors Committee
is represented by Matthew E. McClintock, Esq., at Goldstein &
McClintock, LLLP.


DOAKES ENTERPRISES: April 5 Plan, Disclosures Hearing
-----------------------------------------------------
Judge Janice D. Loyd of the U.S. Bankruptcy Court for the Western
District of Oklahoma conditionally approved Doakes Enterprises, LLC
d/b/a Accelerated Learning Center's small business disclosure
statement.

March 29, 2018 is fixed as the last day for filing objections to
the Disclosure Statement and Plan and the last day for filing
written acceptances or rejections of the Plan.

A hearing on the final approval of Debtor's Disclosure Statement
and confirmation of Debtor's Plan will be held April 5, 2018, at
9:30 a.m. The location will be the Courtroom of the Honorable
Janice D. Loyd, United States Bankruptcy Judge, 2nd floor
courtroom, 215 Dean A McGee, Oklahoma City, Oklahoma, 73102.

                 About Doakes Enterprises LLC

Doakes Enterprises, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Okla. Case No. 17-12960) on July 24,
2017.  Ternassia Doakes, its president, signed the petition.

The Debtor is a daycare business with two locations in the Del
City/Southeast Oklahoma City area.  At the time of the filing, the
Debtor disclosed that it had estimated assets and liabilities of
less than $50,000.


DUBLIN MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dublin Management Associates of NJ, Inc.
           t/a Lynch Industries
        7 Campus Drive
        Burlington, NJ 08016

Business Description: Dublin Management Associates of New Jersey,
                      Inc., doing business as Lynch Industries is
                      in the window and lobby displays and cutouts

                      business.

Chapter 11 Petition Date: March 7, 2018

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

Case No.: 18-14501

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 3500
                  Philadelphia, PA 19103
                  Tel: 215-557-3550
                  Fax: 215-557-3551
                  E-mail: aciardi@ciardilaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Carrozza, president and CEO.

A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:

  https://www.scribd.com/document/373345565/Njb18-14501-Creditors

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

       https://www.scribd.com/document/373345603/njb18-14501


EOC GROUP: S&P Assigns 'B' Corporate Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to the
Millwood, N.Y. and Birmingham, AL-based tire retailer and
auto-service provider EOC Group Inc. The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to EOC Group's proposed first-lien credit
facilities, consisting of a $100 million cash flow revolver due
2023, a $1.1 billion first lien term loan facility due 2025, and a
$178.5 million delayed draw first-lien term loan due 2025. The '3'
recovery rating indicates our expectation for meaningful (50%-70%,
rounded estimate: 60%) recovery in the event of a payment default.
Additionally, we assigned our 'CCC+' issue-level rating and '6'
recovery rating to EOC Group's proposed $435 million second-lien
term loan facility and $71.5 million delayed draw second-lien term
loan maturing 2026. The '6' recovery rating indicates our
expectation for negligible (0%-10%, rounded estimate: 0%) recovery
in the event of a payment default."

The ratings on EOC Group reflect its high debt burden from the
buyout, aggressive acquisition growth strategy, and the inherent
risks in its expansion strategy. These risks are partially offset
by the company's customer-centric service model, effective
operating system characterized by a good selling culture and cost
improvements, and its low capital-spending model.

S&P said, "The stable outlook on EOC Group reflects our expectation
that the company will continue to grow revenues largely through
acquisitions while obtaining some benefits from procurement savings
and implementation of its operating system into acquired units. In
addition, we expect EOC Group to generate moderately positive free
cash flows and maintain adequate liquidity over the next 12
months.

"If adjusted debt to EBITDA (pro forma for acquisitions) does not
trend toward 7x in 2019, we could consider a lower rating. This
could occur if operating performance does not improve in line with
our expectations, including EBITDA margins in the 19% to 19.5%
range. Integration issues, inability to achieve procurement
savings, or heightened competition are factors that could cause the
company's underperformance relative to our base-case scenario.

"While unlikely in the next year, we could consider raising the
rating if leverage trends toward 5x and we believe the company will
maintain leverage in this range. Leverage improvement could occur
from better-than-anticipated operating momentum from acquisitions,
cost savings, and if the company reduces debt beyond our forecast."


EVAN JOHNSON: Given Additional 60 Days to File Chapter 11 Plan
--------------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi has extended, at the behest of
Evan Johnson & Sons Construction, Inc., the time to file Disclosure
Statement and Plan of Reorganization, as well as the Period of
Exclusivity for additional 60 days from March 2, 2018.

As reported by the Troubled Company Reporter on Feb. 14, 2018, Evan
Johnson sought an additional 60 days within which to file its
Disclosure Statement and Plan, and a similar extension to obtain
Plan confirmation, and the same extensions of its periods of
exclusivity.  Evan Johnson averred that until such time as the
"open" settlements are finalized, and then funded, the Court should
extend the time within which to allow the Debtor to have the
exclusive right to file a disclosure statement and plan of
reorganization.

Evan Johnson had been successful in resolving a number of claims
and had been successful in obtaining substantial funds that are
presently being held in an interest-bearing, escrow savings account
under the control of counsel for Evan Johnson.  Evan Johnson said,
however, not all of the settlements are final (one is set for
hearing on Feb. 6, 2018), and not all funds have been disbursed
that are required to be disbursed under the settlement orders.

                   About Evan Johnson & Sons

Evan Johnson & Sons Construction, Inc., based in Pearl, Miss.,
filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-02192)
on June 15, 2017.  In the petition signed by Melanie Johnson, its
president, the Debtor estimated $1 million to $10 million in both
assets and liabilities.  The Hon. Edward Ellington presides over
the case.  Craig M. Geno, Esq., at The Law Offices of Craig M.
Geno, PLLC, serves as bankruptcy counsel to the Debtor.


FORUM ENERGY: S&P Alters Outlook to Stable & Affirms 'B' CCR
------------------------------------------------------------
U.S.-based oilfield services company Forum Energy Technologies has
improved future operating prospects through acquisitions that
benefit from strong demand for domestic completions services
products.

S&P Global Ratings revised its ratings outlook on Houston-based
Forum Energy Technologies, Inc. to stable from negative and
affirmed its 'B' corporate credit rating, on the company.

S&P said, "At the same time, we affirmed the 'B' issue-level rating
on the company's unsecured debt. The recovery rating remains '4'
for the company's unsecured debt, which indicates our expectation
for average (30%-50%; rounded estimate: 30%) recovery in the event
of default. We revised our recovery expectation on this debt to 30%
from 45%.

"The outlook revision reflects our view that Forum's credit
measures will show significant improvement due to an increase in
domestic drilling activity. We expect the completions segment to
drive improvements in cash flow in 2018 as increasing rig count and
horsepower demand supports sales volume and margins. We forecast
debt to EBTIDA below 6x and funds from operations (FFO) to debt at
or above 12% through 2019.

"The stable outlook reflects our view that the company's debt to
EBITDA will remain below 6x through 2018 driven by margin
improvements and revenue growth in the completions segment, and to
a lesser extent, the production and infrastructure segment. We
expect the company to continue being opportunistic with
acquisitions while maintaining strong liquidity.  

"We could lower the rating if debt to EBITDA rises above 6x and FFO
to debt declines below 12% on a sustained basis. This would likely
occur if revenue growth does not materialize as expected, which
could occur as a result decreasing commodity prices and a slowdown
in E&P development spending.

"We could raise the rating on Forum if growth and margin
improvement materialize such that debt to EBITDA is below 5x and
FFO to debt is above 20% on a sustained basis, while it maintains
strong liquidity. This could occur should a continued strong demand
for completions products continue."


FRONTIER COMMUNICATIONS: Moody's Revises Outlook to Stable
----------------------------------------------------------
Moody's Investors Service has affirmed Frontier Communications
Corporation's B3 corporate family rating (CFR), B3-PD probability
of default rating, and B2 senior secured rating. Moody's has also
assigned a B3 (LGD4) rating to Frontier's proposed $1.6 billion of
2nd lien secured notes. Moody's has downgraded Frontier's unsecured
rating to Caa1 from B3 as a result of the introduction of the
second lien creditor class and the resulting incremental
subordination. Finally, Moody's has changed Frontier's outlook to
stable as a result of this refinancing transaction which, in
conjunction with the recent dividend cut, improve Frontier's
liquidity relative to its debt maturity profile.

The recently announced refinance transaction, which consists of a
cash tender for unsecured notes to be funded by the proceeds of the
2nd lien notes offering, and the elimination of the common dividend
are credit positive and key drivers of the stable outlook. Moody's
expects the proceeds from the new 2nd lien secured notes to be used
to repay existing unsecured indebtedness, specifically its 2020 and
2021 maturities via the concurrent tender offer transaction. Pro
forma for the transactions, Frontier will face a more manageable
maturity profile through 2021 and is more able to address those
upcoming maturities though internally generated cash flow and
revolver availability. Moody's expects Frontier to generate at
least $500 million in free cash flow annually following the
dividend elimination (pro forma for preferred equity conversion in
mid-2018). This improved liquidity position affords Frontier with
additional time and flexibility to improve its still weak operating
trends. Despite sequential improvement in certain operating
metrics, Moody's believes that Frontier's EBITDA will remain under
pressure until it can reverse its negative subscriber trends.

RATINGS RATIONALE

Frontier's B3 CFR reflects its large scale of operations, its
predictable recurring revenues and extensive network assets.
Additionally, the rating is supported by the company's good cash
flows that will improve following the suspension of its common
dividend. These factors are offset by Frontier's declining revenues
and EBITDA which result from secular decline and competitive
pressure. Additionally, the ratings are constrained by the risk
that the company may not have the financial flexibility or
discipline to continue to adequately invest in network
modernization.

Moody's believes Frontier will maintain good liquidity over the
next twelve months with $362 million of cash on hand at the end of
2017 and an undrawn $850 million revolver. Moody's expects the
company will maintain a modest cushion on its leverage covenant
over the next four quarters, including full availablilty on its
revolver. Earlier this year, Frontier amended the leverage covenant
in its credit facility, which now sets a limit of 1.5x net first
lien secured debt to EBITDA (as defined in the credit agreement). A
covenant breach could result in a loss of borrowing ability under
the revolver, although Moody's does not anticipate Frontier
requiring the facility following the dividend cut.

Pro forma for the announced transactions, Frontier will have a more
manageable near term maturity profile prior to 2021, when
maturities ramp to around $1.7 billion ($300m of unsecured notes
and $1.4b of first lien term loan). As of 12/31/17, the company had
$491 million of unsecured notes due in 2018, $404 million of notes
and $210 million of first lien term loan due in 2019, and Moody's
expects around $400 million of notes to be remaining due in 2020
following the refinancing. Moody's expect Frontier to have the
capacity to address these maturities with cash on hand or,
potentially, drawing upon its fully available $850 million
revolver.

The ratings for the debt instruments reflect both the probability
of default of Frontier, on which Moody's maintains a PDR of B3-PD,
and individual loss given default assessments. Moody's rates
Frontier's first lien secured term loans B2 (LGD3), one notch above
the company's B3 CFR due to their enhanced collateral. The first
lien secured debt, which consists of $3.6 billion of term loans and
the $850 million revolver benefits from a pledge of stock of
certain subsidiaries of Frontier which represent approximately 80%
of total EBITDA and guarantees from a subset of these subsidiaries
(although the guarantor details are not disclosed). Frontier has
$850 million of structurally senior debt held at various operating
subsidiaries that is senior to the term loan with respect to those
assets of the subsidiary issuer. Moody's rates Frontier's new 2nd
lien secured notes B3 (LGD4) in line with the CFR due to their
second lien claim on the same subsidiaries that secure the first
lien debt. Moody's rates Frontier's unsecured notes Caa1 (LGD4),
one notch below the CFR due to their junior position in the capital
structure.

The stable outlook reflects Frontier's improved maturity and
liquidity profiles following the dividend cut and refinance
transaction. Moody's believes that following these events, Frontier
has expanded the runway to reverse its unfavorable operating trends
and that EBITDA could stabilize over the next several years if the
company successfully executes its business strategy. Should
Frontier be unable to materially reduce its 2020 maturity in the
refinance transaction, Moody's could revert to a negative outlook
given the riskier maturity profile.

Moody's could lower Frontier's ratings if the company's operating
performance does not improve, its liquidity deteriorates, if it
engages in shareholder friendly activities or if capital spending
is reduced below the level required to sustain the company's market
position. Given the company's weak fundamentals ratings upgrade is
unlikely at this point.

Downgrades:

Issuer: Frontier Communications Corporation

-- Senior Unsecured Regular Bond/Debentures, Downgraded to Caa1
    (LGD4) from B3 (LGD4)

-- Underlying Senior Unsecured Regular Bond/Debenture, Downgraded

    to Caa1 (LGD4) from B3 (LGD4)

Issuer: New Communications Holdings Inc.

-- Senior Unsecured Regular Bond/Debentures, Downgraded to
    Caa1(LGD4) from B3 (LGD4)

Assignments:

Issuer: Frontier Communications Corporation

-- Senior Secured Regular Bond/Debenture, Assigned B3 (LGD4)

Affirmations:

Issuer: Frontier Communications Corporation

-- Probability of Default Rating, Affirmed B3-PD

-- Corporate Family Rating, Affirmed B3

-- Senior Secured Bank Credit Facilities, Affirmed B2 (LGD3)

Outlook Actions:

Issuer: Frontier Communications Corporation

-- Outlook, Changed To Stable From Negative

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

Frontier is an Incumbent Local Exchange Carrier (ILEC)
headquartered in Norwalk, CT and the fourth largest wireline
telecommunications company in the US. In April of 2016, Frontier
finalized the acquisition of Verizon's wireline assets in
California, Texas and Florida. Frontier generated $9.1 billion of
revenues in 2017.


FRONTIER COMMUNICATIONS: S&P Affirms 'B-' CCR, Outlook Negative
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating, and
all other ratings, on Norwalk, Conn.-based Frontier Communications
Corp. The outlook is negative. S&P also removed the ratings from
CreditWatch where it placed with negative implications on Feb. 7,
2018.

S&P said, "At the same time, we are assigning a 'B+' issue-level
rating and '1' recovery rating to Frontier's proposed $1.6 billion
of senior secured-second lien notes due 2026. The '1' recovery
rating indicates our expectation for very high (90%-100%; rounded
estimate: 95%) recovery in the event of payment default."
  
The affirmation follows the company's announcement that it plans to
tender for a portion of the following debt instruments:

-- 8.875% senior notes due 2020
-- 6.25% senior notes due 2021
-- 9.25% senior notes due 2021
-- 8.5% senior notes due 2020
-- 8.75% senior notes due 2022
-- 10.5% senior notes due 2022
-- 7.125% senior notes due 2023

The outlook is negative and reflects Frontier's weak operating and
financial performance. S&P said, "While we expect leverage to be in
the mid-5x area over the next year, further execution missteps or
underperformance could pressure EBITDA and FOCF more than our
current base case forecast. We believe these factors could result
in higher leverage, which could render the capital structure as
unsustainable, in our view. The negative outlook also incorporates
the potential for reduced covenant cushion if operating conditions
do not improve.

"We could lower the ratings if Frontier is unable to improve gross
subscriber additions in the legacy markets and revenue growth in
the CTF markets fails to materialize, which pressures FOCF,
resulting in higher leverage and diminished headroom under its bank
credit facility covenant. We could also lower the rating if the
company's financial commitments appeared unsustainable in the long
term."

Although unlikely over the next several quarters, a stable outlook
or higher rating would be contingent on improvement in operating
and financial performance such that the company is able to moderate
the rate of revenue and EBITDA declines to the low-single-digit
percent area and S&P believes this trend is sustainable.


GAMING & LEISURE: S&P Affirms 'BB+' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed its ratings, including its 'BB+'
corporate credit rating, on Wyomissing, Pa.-based gaming real
estate investment trust (REIT) Gaming & Leisure Properties Inc.
(GLPI). The outlook is stable.

S&P said, "At the same time, we removed the "under criteria
observation" (UCO) designation from all the ratings. We had placed
these ratings under criteria observation on Feb. 26, 2018,
following the publication of our revised criteria for rating global
real estate companies: "Key Credit Factors For The Real Estate
Industry."

"The affirmation reflects our continued expectation that GLPI will
sustain adjusted leverage at about 5x, even factoring in
acquisitions. We believe this level of adjusted leverage is aligned
with the company's financial policy and provides a good cushion
relative to our revised 6x downgrade threshold. We revised our
downgrade threshold for GLPI to 6x from 5.5x. This is because we
believe REITs can generally support higher levels of leverage given
the relative stability and predictability of their cash flows due
to the contractual nature of their revenue streams, through rental
income under long-term leases.

"The stable outlook reflects our expectation for adjusted leverage
to remain below 5.5x over the long run, given GLPI's relatively
stable cash flow base and the company's current financial policy,
even incorporating a scenario where GLPI initially finances an
acquisition at a leverage level modestly higher than its planned
5.5x leverage multiple for acquisitions.

"We could consider lowering the ratings if we expected adjusted
leverage would be sustained above 6x over the long run. Given the
cushion we expect compared to this threshold and GLPI's financial
policy with respect to leverage, a deterioration in leverage to
this level would most likely result from a large acquisition, where
GLPI is unable to raise sufficient equity to keep leverage below
this level. We would also consider a downgrade if the credit
quality of either of GLPI's largest tenants were to deteriorate to
the extent that rent coverage fell below 1.5x.

"We believe an upgrade is unlikely over the next few years given
GLPI's high tenant concentration and financial policy to maintain
leverage at about 5x over the long run. Nevertheless, we could
consider higher ratings if GLPI meaningfully increased its tenant
diversity and maintained adjusted leverage below the mid-4x area."


GLASGOW EQUIPMENT: Thomas Buying West Palm Beach Property for $475K
-------------------------------------------------------------------
Glasgow Equipment Service, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Florida to authorize the private sale of
the real property located at 1750 Hill Avenue, West Palm Beach,
Florida to Gary Thomas for $475,000.

The Debtor asks that a hearing on the Expedited Motion be scheduled
on March 7, 2018

The Debtor owns the Property free and clear.  As set forth on its
Schedule G, the Debtor is the party to a prepetition executory
contract to sell the Real Property to the Buyer for $475,000, with
$10,000 earnest money.  The sale will be free and clear of liens.
Such contract includes a 30-day lease back provision which would
permit the Debtor to lease back the real property for 30 days
following the closing in exchange for $3,750.

The Contract was entered into following an extensive marketing
period wherein the Debtor listed the Real Property for sale in
April 2017 through its brokers Robert Smith and Kirk Nelson of CBRE
Group, Inc.  The Contract states that the Debtor's broker will
receive 3% of the sale price, and that the Purchaser's broker will
receive 3% of the sale price.  As set forth in Addendum to the
Contract signed on Jan. 29, 2018, the sale of the Real Property
must close no later than March 15, 2018.  Through the Motion, the
Debtor asks authorization to assume the Contract and to close on
the same, thereby selling the Real Property to the Buyer.

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

    http://bankrupt.com/misc/Glasgow_Equipment_32_Sales.pdf

To the best of the Debtor's knowledge, there are no liens or
encumbrances on the Real Property.  To the extent any liens and
encumbrances are discovered prior to closing, such liens and
encumbrances will be paid from the sale proceeds.  

In addition, the Debtor asks that the Court waives the Federal Rule
of Bankruptcy Procedure 6004(h) 14-day stay of any order
authorizing the proposed sale.

               About Glasgow Equipment Service

Glasgow Equipment Service, Inc. -- 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.

Glasgow Equipment Service, based in West Palm Beach, FL, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11712) on Feb.
14, 2018.  In the petition signed by Peter H. Ward, president, the
Debtor disclosed $3 million in assets and $2.63 million in
liabilities.  The Hon. Paul G. Hyman, Jr., presides over the case.
Philip J. Landau, Esq., at Shraiberg Landau & Page, P.A., serves
as
bankruptcy counsel.


GOLDMAN SACHS: Moody's Affirms Ba1 Preferred Stock Rating
---------------------------------------------------------
Moody's Investors Service has affirmed the ratings of The Goldman
Sachs Group, Inc. (senior debt at A3) and its rated subsidiaries,
including Goldman Sachs Bank USA (deposits at A1), Goldman Sachs
International (senior debt at A1), and Goldman Sachs International
Bank (deposits at A1). The rating outlook for the parent holding
company Goldman Sachs Group remains stable but the rating outlook
on the operating subsidiaries was changed to negative from stable.

RATINGS RATIONALE

Moody's said the ratings affirmation reflects the firm's continued
strong profitability and low earnings volatility, notwithstanding
recent revenue pressures. While Goldman Sachs's capital ratios have
declined over the past year, this was largely expected. The ratios
at year-end fell further than expected due to a large year-end tax
charge related to the Tax Cuts and Jobs Act. However, in response
the firm announced it intends to slow down the pace of share
buybacks during the first half of 2018 and will not fully utilize
the buyback approvals it received from the Federal Reserve last
year. Moody's expects this will allow for a modest increase in the
firm's capital ratios, supporting the current ratings.

The negative outlook on the operating subsidiaries reflects the
above-average loan growth Goldman Sachs has pursued over the past
year while the firm is also facing revenue challenges in its
Institutional Client Services business segment due to an extended
period of low volatility in the global capital markets. While
strong cost discipline and higher revenues in other businesses have
helped offset those revenue challenges, the accelerated loan growth
suggests an increased risk appetite. If Goldman Sachs's lending
strategy proves to be prudent, it could add to the firm's earnings
stability and diversification, while if less successful, it could
increase the firm's future earnings volatility, posing greater
risks for creditors.

The negative outlook also reflects the firm's loss of revenue share
in its sales and trading business which reveals a weakness stemming
from a less diversified client base than peers. The rating agency
expects the loss of share to be temporary as increased market
volatility should boost trading volumes among the firm's active
investor clients, and Goldman Sachs is keenly focused on expanding
its sales and trading client base and increasing its penetration of
more flow-oriented clients. However, should the low level of sales
and trading revenues continue, it could pressure the firm to
continue to grow its lending business more aggressively.

Notwithstanding the negative outlook on the operating subsidiaries,
the outlook on the parent holding company remains stable. While
holding company creditors are exposed to the same negative credit
considerations which affect the operating subsidiaries, this is
offset by the potential benefit to holding company senior creditors
of a lower severity of loss in the event of failure due to the
significant increase in parent holding company debt outstanding
over the last two years. If sustained, the larger amount of debt
would provide greater loss absorption capacity in the event Goldman
Sachs fails and is placed into resolution. Under Moody's advanced
loss-given-failure analysis, this benefits holding company senior
creditors and could provide an additional notch of uplift if it is
sustained going forward. While the increased loss absorption
capacity would also benefit creditors of the operating
subsidiaries, those ratings already receive the maximum uplift of 3
notches from the baseline credit assessment allowed under Moody's
Banks rating methodology.

Moody's also upgraded the baseline credit assessment of UK-based
Goldman Sachs International Bank (GSIB) to baa2 from baa3. GSIB is
a highly-integrated and harmonized banking subsidiary that is
closely integrated with its UK affiliate, Goldman Sachs
International. The upgrade of the BCA to baa2 aligns GSIB's
baseline credit assessment with the standalone assessment of
Goldman Sachs International. No other ratings or assessments of
GSIB were changed.

WHAT COULD MOVE THE RATINGS UP/DOWN

Moody's does not expect upward pressure on the ratings of Goldman
Sachs's operating subsidiaries absent a significant reduction in
the firm's reliance on earnings from its capital markets business.
However, the rating outlook on the operating subsidiaries could
return to stable from negative if the firm's loan growth slows and
it also recovers its lost market share in sales and trading without
significantly increasing its market risk. If at the same time the
level of holding company debt is sustained at current levels as a
proportion of tangible banking assets, then the holding company
senior debt could be upgraded by one notch.

Goldman Sachs's ratings could be downgraded if it is unable to
recover the temporary loss of market share in its sales and trading
businesses, if it continues to grow its loans aggressively at the
same rate as it did in 2017, if the firm fails to strengthen its
capital ratios above the level reported at end-2017, or if there
are any indications of control or risk management failures, a
marked increase in risk appetite, any deterioration in its
liquidity profile, or a decline in profitability.

The principal methodology used in rating Asset Funding Company IV
Limited, Goldman Sachs Bank USA, Goldman Sachs Canada Finance Co.,
Goldman Sachs Capital I, Goldman Sachs Capital II, Goldman Sachs
Capital III, Goldman Sachs Capital VI, Goldman Sachs Financial
Products I Limited, Goldman Sachs Group, Inc. (The), GS Finance
Corp., Goldman Sachs International Bank, and Goldman Sachs Japan
Co., Ltd. was Banks published in September 2017. The principal
methodologies used in rating Goldman Sachs International were
Securities Industry Market Makers published in September 2017 and
Banks published in September 2017.

Issuer: Asset Funding Company IV Limited

Affirmations:

-- Senior Secured Medium-Term Note Program, Affirmed (P)A3/(P)P-2

Outlook Actions:

-- Outlook, Changed to No Outlook from Stable

Issuer: Goldman Sachs Bank USA

Affirmations:

-- Local Currency Deposit Rating, Affirmed A1, NEG/P-1

-- Local Currency Issuer Rating, Affirmed A1, NEG

-- Baseline Credit Assessment, Affirmed baa1

-- Adjusted Baseline Credit Assessment , Affirmed baa1

-- Counterparty Risk Assessment , Affirmed Aa3(cr)/P-1(cr)

-- Senior Unsecured Deposit Note/Takedown, Affirmed A1, NEG

Outlook Actions:

-- Outlook, Changed To Negative From Stable

Issuer: Goldman Sachs Canada Finance Co.

Affirmations:

-- Commercial Paper, Affirmed P-2

Issuer: Goldman Sachs Capital I

Affirmations:

-- Preferred Stock, Affirmed Baa3(hyb)

-- Preferred Stock Shelf, Affirmed (P)Baa3

Issuer: Goldman Sachs Capital II

Affirmations:

-- Non-cumulative Preferred Stock, Affirmed Ba1(hyb)

-- Non-cumulative Preferred Stock Shelf, Affirmed (P)Ba1

Issuer: Goldman Sachs Capital III

Affirmations:

-- Non-cumulative Preferred Stock, Affirmed Ba1(hyb)

-- Non-cumulative Preferred Stock Shelf, Affirmed (P)Ba1

Issuer: Goldman Sachs Capital VI

Affirmations:

-- Pref. Stock Shelf, Affirmed (P)Baa3

Issuer: Goldman Sachs Financial Products I Limited

Affirmations:

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

Outlook Actions:

-- Outlook, Changed to No Outlook from Stable

Issuer: Goldman Sachs Group, Inc. (The)

Affirmations:

-- Issuer Rating, Affirmed A3, STA

-- Senior Unsecured Regular Bond/Debenture, Affirmed A3, STA

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

-- Subordinate Regular Bond/Debenture, Affirmed Baa2

-- Non-cumulative Preferred Stock, Affirmed Ba1(hyb)

-- Senior Unsecured Medium-Term Note Program, Affirmed
    (P)A3/(P)P-2

-- Subordinate Medium-Term Note Program, Affirmed (P)Baa2

-- Senior Unsecured Shelf, Affirmed (P)A3

-- Subordinate Shelf, Affirmed (P)Baa2

-- Preferred Stock Shelf, Affirmed (P)Baa3

-- Non-cumulative Preferred Stock Shelf, Affirmed (P)Ba1

-- Commercial Paper, Affirmed P-2

Outlook Actions:

-- Outlook, Remains Stable

Issuer: GS Finance Corp.

Affirmations:

-- Senior Unsecured Regular Bond/Debenture, Affirmed A3, STA

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

-- Senior Unsecured Shelf, Affirmed (P)A3

Outlook Actions:

-- Outlook, Remains Stable

Issuer: Goldman Sachs International Bank

Upgrades:

-- Baseline Credit Assessment, Upgraded to baa2 from baa3

Affirmations:

-- Local Currency Deposit Rating, Affirmed A1, NEG/P-1

-- Foreign Currency Deposit Rating, Affirmed A1, NEG/P-1

-- Foreign Currency Issuer Rating, Affirmed A1, NEG/P-1

-- Adjusted Baseline Credit Assessment , Affirmed baa1

-- Counterparty Risk Assessment , Affirmed Aa3(cr)/ P-1(cr)

-- Senior Unsecured Deposit Program, Affirmed (P)A1/(P)P-1

Outlook Actions:

-- Outlook, Changed To Negative From Stable

Issuer: Goldman Sachs Japan Co., Ltd.

Affirmations:

-- Commercial Paper, Affirmed P-2

Issuer: Goldman Sachs International

Affirmations:

-- Local Currency Issuer Rating, Affirmed A1/P-1

-- Counterparty Risk Assessment, Affirmed Aa3(cr)/P-1(cr)

-- Senior Secured Regular Bond/Debenture, Affirmed A1

-- Senior Unsecured Regular Bond/Debenture, Affirmed A1

-- Senior Secured Medium-Term Note Program, Affirmed (P)A1/(P)P-1

-- Senior Unsecured Medium-Term Note Program, Affirmed (P)A1

Outlook Actions:

-- Outlook, Changed To Negative From Stable


GOOD CLOTHING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Good Clothing, Inc.
           dba GS Love
        700 E. Jefferson Blvd.
        Los Angeles, CA 90011

Business Description: Good Clothing, Inc. dba GS Love is a
                      clothing retailer based in Los Angeles,
                      California.  The Company offers dresses,
                      jackets, intimates, tops, bottoms,
                      activewear, shoes and accessories.  GS Love
                      has 21 stores in Southern California.  

                      http://www.gslovesme.com/

Chapter 11 Petition Date: March 7, 2018

Case No.: 18-12496

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

Judge: Hon. Deborah J. Saltzman

Debtor's Counsel: Jonathan M. Hayes, Esq.
                  SIMON RESNIK HAYES LLP
                  15233 Ventura Blvd., Suite 250
                  Sherman Oaks, CA 91403
                  Tel: (818) 783-6251
                  Fax: (818) 827-4919
                  Email: jhayes@srhlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steve Kim, general manager.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at https://www.scribd.com/document/373339627/cacb18-12496


GREENSTAR HOSPITALITY: May Continue Using Rents Through March 31
----------------------------------------------------------------
Judge Timothy W. Dore of the U.S. Bankruptcy Court for the Western
District of Washington authorized Greenstar Hospitality LLC, doing
business as Cabana Motel, to continue to use rents as cash
collateral to continue to operate its business through March 31,
2018.

The Debtor may use cash collateral pursuant to the terms of the
Agreed Order Authorizing Extension of Period of Use of Cash
Collateral Payment of Adequate Protection entered Dec. 20, 2017.
All provisions of the Dec. 20, 2017 Agreed Second Interim Order not
inconsistent with the Order remains in effect.

The approved budget shows $8,255 adequate protection payment to
Plaza Bank.

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

            http://bankrupt.com/misc/wawb17-12815-111.pdf

                  About Greenstar Hospitality

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

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

Judge Timothy W. Dore presides over the case.  

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


GRUPO HIMA: Main Street Values $4,750,000 Loan at 74% of Face
-------------------------------------------------------------
Main Street Capital Corporation has marked its $4,750,000 in loans
extended to privately held Grupo Hima San Pablo, Inc. to market at
$3,541,000 or 74% of the outstanding amount, as of Dec. 31, 2017,
according to a disclosure contained in a Form 10-K filing with the
Securities and Exchange Commission for the fiscal year ended Dec.
31, 2017.

Main extended to Grupo Hima San Pablo, Inc. a Secured Debt -- LIBOR
Plus 7.00% (Floor 1.50%), Current Coupon 8.50% -- with a January
31, 2018 maturity.

Main says the index based floating interest rate is subject to
contractual minimum interest rate. A majority of the variable rate
loans in Main's investment portfolio bear interest at a rate that
may be determined by reference to either LIBOR or an alternate Base
Rate (commonly based on the Federal Funds Rate or the Prime Rate),
which typically resets semi-annually, quarterly, or monthly at the
borrower's option. The borrower may also elect to have multiple
interest reset periods for each loan. For each such loan, Main has
provided the weighted average annual stated interest rate in effect
at December 31, 2017.  Main adds that 67% of the loans (based on
the par amount) contain LIBOR floors which range between 0.50% and
2.25%, with a weighted-average LIBOR floor of approximately 1.02%.

Grupo HIMA-San Pablo, Inc. operates hospitals and medical centers
in Puerto Rico.


GST AUTOLEATHER: Main Values $15,619,000 Loan at 75.6% of Face
--------------------------------------------------------------
Main Street Capital Corporation has marked its $15,619,000 in loans
extended to privately held GST Autoleather, Inc. to market at
$11,813,000 or 75.6% of the outstanding amount, as of Dec. 31,
2017, according to a disclosure contained in a Form 10-K filing
with the Securities and Exchange Commission for the fiscal year
ended Dec. 31, 2017.

Main extended to GST a Secured Debt -- PRIME Plus 6.50% (Floor
2.00%), Current Coupon 11.00% -- with a July 10, 2020 maturity.

Main says the index based floating interest rate is subject to
contractual minimum interest rate. A majority of the variable rate
loans in Main's investment portfolio bear interest at a rate that
may be determined by reference to either LIBOR or an alternate Base
Rate (commonly based on the Federal Funds Rate or the Prime Rate),
which typically resets semi-annually, quarterly, or monthly at the
borrower's option. The borrower may also elect to have multiple
interest reset periods for each loan. For each such loan, Main has
provided the weighted average annual stated interest rate in effect
at December 31, 2017.  Main adds that 67% of the loans (based on
the par amount) contain LIBOR floors which range between 0.50% and
2.25%, with a weighted-average LIBOR floor of approximately 1.02%.

                       About GST Autoleather

Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was
founded in 1933, then known as Garden State Tanning, initially
operated as a tanning company that processed leather for the
upholstery and garment industries.  The Company entered the
automotive industry in 1946.

As of Oct. 3, 2017, the Company employs 5,600 people worldwide,
including the United States, Mexico, Japan, China, Korea, Germany,
Hungary, South Africa, and Argentina.  The Company supplies leather
to virtually every major OEM in the automotive industry, including
Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors,
Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen.

GST AutoLeather, Inc., and five of its affiliates filed voluntary
petitions for relief under chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017.

The Hon. Laurie Selber Silverstein is the case judge.

The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy
counsel; Lazard Middle Market, LLC as financial advisor; Alvarez &
Marsal North America, LLC as restructuring advisor; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent, Ernst &
Young LLP, as tax advisors. Deloitte & Touche LLP, as independent
auditor.

On Oct. 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee is
represented by Christopher M. Samis, L. Katherine Good, Aaron H.
Stulman, Christopher A. Jones and David W. Gaffey of Whiteford
Taylor & Preston LLP and Erika L. Morabito, Brittany J. Nelson,
John A. Simon, Richard J. Bernard and Leah Eisenberg of Foley &
Lardner LLP.

Royal Bank of Canada is represented by Andrew V. Tenzer of Paul
Hastings LLP.


HARVEY GULF: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Affiliates that filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code:

   Debtor                                           Case No.
   ------                                           --------
   HGIM Holdings, LLC (Lead Case)                   18-31080
   701 Poydras St., Ste. 3700
   New Orleans, LA 70139

   Harvey Gladiator, LLC                            18-31079
   HGIM Corp.                                       18-31081
   Harvey Gulf International Marine, LLC            18-31082
   Gladiator Marine, Inc.                           18-31083
   Golden Lane Marine, Inc.                         18-31084
   Guidry Brothers, Inc.                            18-31085
   N.J. Guidry & Sons Towing Co., Inc.              18-31086
   Harvey Hauler, LLC                               18-31087
   Harvey Thunder, L.L.C.                           18-31088
   Harvey America LNG, LLC                          18-31089
   Harvey Badger, LLC                               18-31090
   Harvey Bear, LLC                                 18-31092
   Harvey Pacer, LLC                                18-31093
   Harvey Beaver, LLC                               18-31094
   Harvey Panther, LLC                              18-31095
   Harvey Blue-Sea, LLC                             18-31096
   Harvey Patriot, LLC                              18-31097
   Harvey Bobcat, LLC                               18-31098
   Harvey Pioneer, LLC                              18-31099
   Harvey Bronco, LLC                               18-31100
   Harvey Buffalo, LLC                              18-31102
   Harvey Pirate, LLC                               18-31103
   Harvey Bull, LLC                                 18-31105
   Harvey Carrier, LLC                              18-31106
   Harvey Power, LLC                                18-31107
   Harvey Challenger, LLC                           18-31108
   Harvey Provider 240, L.L.C.                      18-31109
   Harvey Champion, LLC                             18-31110
   Harvey Raider, LLC                               18-31112
   Harvey Charger, LLC                              18-31113
   Harvey Clipper, LLC                              18-31115
   Harvey Rain, LLC                                 18-31117
   Harvey Colt, LLC                                 18-31118
   Harvey Condor, LLC                               18-31119
   Harvey Ram, LLC                                  18-31120
   Harvey Cougar, LLC                               18-31121
   Harvey Raven, LLC                                18-31122
   Harvey Cowboy, LLC                               18-31123
   Harvey Razorback, LLC                            18-31124
   Harvey Deep-Sea, LLC                             18-31125
   Harvey Eagle, LLC                                18-31126
   Harvey Rebel, LLC                                18-31127
   Harvey Redhawk, LLC                              18-31128
   Harvey Energy, LLC                               18-31129
   Harvey Rover, LLC                                18-31130
   Harvey Explorer 242, L.L.C.                      18-31131
   Harvey Express 225, LLC                          18-31132
   Harvey Falcon, LLC                               18-31133
   Harvey Freedom, LLC                              18-31134
   Harvey Runner, LLC                               18-31136
   Harvey Gator, LLC                                18-31137
   Harvey Sailor, LLC                               18-31138
   Harvey Giant, LLC                                18-31139
   Harvey Grizzly, LLC                              18-31140
   Harvey Saint, LLC                                18-31141
   Harvey Hawk, LLC                                 18-31142
   Harvey Hawkeye, LLC                              18-31143
   Harvey Sea Lion, LLC                             18-31144
   Harvey Heat, LLC                                 18-31145
   Harvey Sea-Hawk, LLC                             18-31146
   Harvey Herd, LLC                                 18-31147
   Harvey Seas, LLC                                 18-31148
   Harvey Hurricane, LLC                            18-31149
   Harvey Husky, LLC                                18-31150
   Harvey Spirit, L.L.C.                            18-31151
   Harvey Hustler, LLC                              18-31152
   Harvey Spur, LLC                                 18-31153
   Harvey Indian, LLC                               18-31154
   Harvey Steeler, LLC                              18-31155
   Harvey Storm, LLC                                18-31156
   Harvey Intruder, L.L.C.                          18-31157
   Harvey Jaguar, LLC                               18-31158
   Harvey Subsea, LLC                               18-31159
   Harvey Leader, LLC                               18-31160
   Harvey Supporter, LLC                            18-31161
   Harvey Legend, LLC                               18-31162
   Harvey Tiger, LLC                                18-31163
   Harvey Liberty, LLC                              18-31164
   Harvey Tugs, LLC                                 18-31165
   Harvey Lightning, L.L.C.                         18-31166
   Harvey War Horse III, L.L.C.                     18-31167
   Harvey Lion, LLC                                 18-31168
   Harvey Mariner, LLC                              18-31169
   Harvey War Horse, L.L.C.                         18-31170
   Harvey Mustang, LLC                              18-31171
   Harvey Wave, LLC                                 18-31172
   Harvey Otter, LLC                                18-31173
   Harvey Wind, LLC                                 18-31174
   Harvey Wolf, LLC                                 18-31175
   Harvey Worker, LLC                               18-31176       
                          

Type of Business: Harvey Gulf International Marine, LLC --
                  http://www.harveygulf.com-- is a marine
                  transportation company that specializes in
                  providing offshore supply and multi-purpose
                  support vessels for deepwater operations in the
                  U.S. Gulf of Mexico.  Harvey Gulf exclusively
                  operates vessels qualified under the U.S.
                  cabotage laws known as the Shipping Act of 1916
                  and the Merchant Marine Act of 1920, as amended.

                  Harvey Gulf currently employs 580 people.
                  Harvey Gulf is headquartered in New Orleans,
                  Louisiana and maintains two corporate leases in
                  Houston, Texas.

Chapter 11 Petition Date: March 7, 2018

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

Judge: Hon. David R Jones

Debtors' Counsel:     Harry A. Perrin, Esq.
                      Garrick C. Smith, Esq.
                      VINSON & ELKINS LLP
                      First City Tower
                      1001 Fannin Street, Suite 2500
                      Houston, TX 77002-6760
                      Tel: 713.758.2222
                      Fax: 713.758.2346
                      Email: hperrin@velaw.com;
                             gsmith@velaw.com

                         - and -

                      David S. Meyer, Esq.
                      Jessica C. Peet, Esq.
                      Lauren R. Kanzer, Esq.
                      VINSON & ELKINS LLP
                      666 Fifth Avenue, 26th Floor
                      New York, NY 10103-0040
                      Tel: 212.237.0000
                      Fax: 212.237.0100
                      Email: dmeyer@velaw.com;
                             jpeet@velaw.com;
                             lkanzer@velaw.com

Debtors'
Special
Marine
Counsel:              BLANK ROME LLP

Debtors'
Investment
Banker:               Lance Gurley
                      Joel Brown
                      Blake Woodall
                      Brad Neunuebel
                      STEPHENS INC.
                     (the acquirers and successors of Blackhill
                      Partners, LLC)
                      2021 McKinney Ave, Suite 200
                      Dallas, TX 75201
                      Tel: 214.382.3750
                      Fax: 214.382.3755
                      Web site: https://www.stephens.com

Debtors'
Financial
Advisor:              Philip J. Gunn
                      Tuan Pham
                      POSTLETHWAITE & NETTERVILLE
                      8550 United Plaza Blvd.
                      Ste. 1001
                      Baton Rouge, LA 70809
                      Tel: 225.922.4600                     
                      Fax: 225.922.4611
                      Web site: https://www.pncpa.com

Debtors'
Tax
Advisor:              DEOLITTE TAX LLP

Debtors'
Notice &
Claims Agent:         PRIME CLERK, LLC
                      Web site: https://is.gd/I6Jh76

Estimated Assets: $1 billion to $10 billion

Estimated Liabilities: $1 billion to $10 billion

The petition was signed by Shane J. Guidry, chief executive
officer.

A full-text copy of HGIM Holdings' petition is available for free
at https://www.scribd.com/document/373328371/txsb18-31080

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Woods Hole Group, Inc.                  Trade            $570,250
Attn: Robert Hamilton, Jr.
President and CEO
15 Creek Road
Marion, MA 02738
Tel: 508-540-8080
Fax: 508-540-1001
Email: bhamilton@whgrp.com

Canyon Offshore Inc.                    Trade             $353,928
Attn: Owen Kratz
President and CEO
3505 W. Sam Houstson Pkwy.
Suite 400
Houston, TX 77043
Tel: 281-618-0400
Fax: 281-618-0500

SeaTran Marine, LLC                     Trade             $172,307
Attn: Blake J. Miguez
President and CEO
P.O. Box 1820
Amelia, LA 70340
Tel: 985-631-9004
Fax: 985-631-0404

Global Data Systems, Inc.               Trade             $104,585
Attn: Chuck Vincent
Chairman & CEO
310 Laser Lane
Lafayette, LA 70507
Tel: 337-291-6500
Fax: 337-291-9739

Kongsberg Maritime, Inc.                Trade             $100,771
Email: jon.holvik@kongsberg.com

Martin Energy Services, LLC             Trade              $85,987

Vacco, Inc.                             Trade              $83,927
Email: laura@vaccomarine.com

Offshore Oil Services Inc.              Trade              $71,013
Email: stacy@offshoreoil.com

Sewart Supply, Inc.                     Trade              $56,232

Wartsila North America, Inc.            Trade              $51,478

National Oilwell Varco, L.P.            Trade              $50,247

Swire Oilfield Services LLC             Trade              $48,605
Email: usa@swireos.com

SOPUS Products                          Trade              $45,939

M2 Subsea Operations LLC                Trade              $45,719

Sparrows Offshore LLC                   Trade              $43,640

Cummins Mid-South, LLC                  Trade              $38,744

AB5 Americas, LLC                       Trade              $37,124

London Offshore Consultants, Inc.       Trade              $32,609
Email: houston-loc-group.com

High Roller LNG LLC                     Trade              $31,982

Airgas Priority Nitrogen LLC            Trade              $28,755

Sampey Fabrication LLC                  Trade              $28,180

Gulf South Armature Inc.                Trade              $27,748

Bollinger Shipyards LLC                 Trade              $27,678

Complete Marine Services, LLC           Trade              $26,095

Marine Interior Systems                 Trade              $25,562
Email: arodgers@marineinteriorsystems.com

International Paint LLC                 Trade              $25,429

VARD Marine US, Inc.                    Trade              $24,702
Email: houston@vard.com

Blue Ocean Tackle Inc.                  Trade              $21,984

Power Specialities, LLC                 Trade              $21,875
Email: psi@atvci.net

Marine Nitrogen Generators              Trade              $20,685
Email: cantert@airproducts.com


HKD TREATMENT: May Continue Using Cash Collateral Until May 1
-------------------------------------------------------------
Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts authorized the interim use of cash
collateral by HKD Treatment Options, P.C. through May 1, 2018,
under the same terms and conditions as previously ordered.

HKD is required to file a reconciled Budget on or before April 24,
2018.

A hearing on HKD's further use of cash collateral has been
scheduled to take place on May 1, 2018 at 2:00 p.m.

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

            http://bankrupt.com/misc/mab17-41895-98.pdf

                  About HKD Treatment Options

Based in Lowell, Massachusetts, HKD Treatment Options, P.C. --
http://www.hkdtreatmentoptions.com/-- provides behavioral health
counseling and treatment plans to help patients recover from
alcohol and drug addiction.

HKD Treatment Options filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 17-41895) on Oct. 20, 2017.  In the petition signed by
Hung K. Do, president and director, the Debtor estimated less than
$50,000 in assets and $1 million to $10 million in liabilities.

Judge Elizabeth D. Katz presides over the case.

The Debtor hired Richard A. Mestone, Esq., at Mestone & Associates
LLC as its bankruptcy counsel; Good Schneider & Fried as its
special counsel; and Dennis and Associates as its accountant.


HUDSON RIVER TRADING: Moody's Gives Ba2 Issuer & Sec. Loan Ratings
------------------------------------------------------------------
Moody's Investors Service assigned Ba2 issuer and senior secured
first lien term loan ratings to Hudson River Trading LLC (HRT),
with a stable outlook. Moody's said HRT expects to borrow $250
million and will use the net proceeds to replenish funds used in
its recently completed acquisition of Sun Holdings, LLC (Sun), to
repay existing loans and for incremental trading capital and
general corporate purposes.

Moody's has taken the following rating actions:

- Issuer rating, Ba2, assigned

- Guaranteed Senior secured first lien term loan, Ba2, assigned

Outlook actions:

- Outlook, stable, assigned

RATINGS RATIONALE

Moody's said HRT's Ba2 ratings reflect its strong profitable track
record with low earnings volatility and healthy levels of
maintained capital, with sustained oversight from a highly-engaged
ownership and leadership team and a nurturing corporate culture
that is typical of technology-focused companies. HRT benefits from
its cutting-edge IT infrastructure and has successfully reached a
scale at which it can operate effectively, cover its cost base and
maintain strong profitability even in challenging (low volatility)
market conditions, said Moody's.

Moody's also said there is an inherently high level of operational
and market risk in HRT's relatively narrow principal trading and
market making activities, that could result in severe losses and a
deterioration in liquidity and funding in the event of a sever risk
management failure. However, the ratings also take into
consideration that such operational and market risks have
historically been successfully mitigated by HRT's relatively modest
and short-lived individual trade positions in liquid securities,
with a relatively predictable range of daily trading profit levels,
enveloped by a multi-layered risk monitoring and controls system.

In addition, Moody's said HRT's acquisition of Sun has limited
integration risk because the deal is not transformative in terms of
its expected impact on HRT's balance sheet structure, trading
profits and key credit metrics. HRT conducted over a sustained
period of time an extensive pre-acquisition due diligence of Sun
and has devised a credible and coherent cost synergy roadmap that
should lead to extensive benefits in the short- to medium- term,
said Moody's.

With continued strong growth, however, there is a risk that HRT may
face increased challenges in maintaining its high-quality employee
base and culture, and its effective controls and monitoring
oversight, said Moody's.

Moody's said HRT's stable outlook is based on Moody's expectation
that it will continue to generate strong profits and cash flows,
that its leaders will continue to place a high emphasis on
maintaining an effective risk management and controls framework,
and that it will successfully integrate Sun.

FACTORS THAT COULD LEAD TO AN UPGRADE

* Improved quality and diversity of profitability and cash flows
from development of substantial and lower-risk ancillary business
activities

* Further improvements in retained capital and liquidity that lead
to reduced reliance on key prime brokerage relationships outside of
US equities trading

FACTORS THAT COULD LEAD TO A DOWNGRADE

* Reduced profitability from changes in market or regulatory
environment

* Increased risk appetite or significant failure in risk management
and controls

* Adverse changes in corporate culture or management quality or a
shift towards more aggressive strategic policy (such as an
acquisition of another entity on terms that would result in
significantly worsened key credit metrics)

* Significant reduction in retained capital or change in cash
retention policy

* Failure to fully integrate with Sun and to control the
operational risks of the combined platform

Moody's said HRT was founded in 2002 and is a quantitative trading
firm specializing in using internally-developed automated trading
algorithms to predict and profit from short-term price movement of
securities across Americas, Europe, Australia and Asia markets. HRT
is headquartered in New York City and has offices in New York,
Chicago, Austin, London and Singapore.


HUDSON RIVER TRADING: S&P Assigns 'BB-' Corp. Credit Rating
-----------------------------------------------------------
S&P Global Ratings said it assigned its 'BB-' issuer credit and
senior secured debt ratings on Hudson River Trading LLC (HRT). The
outlook on the issuer credit rating is stable. S&P also assigned
its 'BB-' issue rating on the firm's new senior secured term loan
B.  

S&P said, "Our ratings on HRT reflect the firm's highly profitable
high-frequency trading market-making franchise and adequate
capitalization. We believe the firm's operational risk, limited
sources of contingent liquidity, and reliance on principal trading
revenue--which can be volatile--partially offset the strengths."

Founded in 2002, HRT is a holding company for regulated
broker-dealer and nonregulated subsidiaries in the U.S., Europe,
and Asia-Pacific. The firm's business consists of both principal
trading and market making of electronically traded financial
products, including U.S. and international equities, fixed income,
currencies, futures, options, and commodities, with a concentration
in cash equities, and particularly in U.S. cash equities. The firm
is one of the larger independent high-frequency trading firms,
which gives it the scale to invest in the technology necessary to
stay competitive. S&P believes the concentration in U.S. cash
equities leaves the firm exposed to potential regulatory risk and
changes in market structure.

The firm uses technology to rapidly trade a huge volume of
securities relative to its capital, with millions of transactions
per day. As a result, like all high-frequency trading firms, HRT
has elevated operational risk, in S&P's view, because of its
reliance on complex algorithms and automated risk-management
functions. The company has many safeguards in place, including
built-in limits on the amount of capital devoted to any trading
strategy and automatic halts to trading in strategies for a variety
of reasons. Further, HRT's trading and operational track record
suggests that its risk-management practices have worked well.
Although HRT has limited contingent liquidity sources, the firm's
tangible equity provides capacity to help absorb trading losses if
its trading system risk controls fail.

S&P believes capital is adequate to cover market risk given a
risk-adjusted capital (RAC) ratio that it expects to remain above
11%, with more than $300 million in total tangible equity and low
tangible leverage. While the firm typically generates strong
risk-adjusted returns, its net trading revenue can be volatile
given that it is driven by market conditions, including market
volume and volatility, as well as HRT's market share. While
historically low market volatility has dampened revenue, HRT's
profitability remains solid. Positively, given the diversity of
HRT's trading across asset classes and geographies, it has
demonstrated a strong track record of consistent daily earnings (no
daily trading losses over past five years).

Funding risk is limited given the very small size of the balance
sheet overnight. Moreover, to mitigate liquidity risk, the firm
maintains considerable excess trading capital above its prime
brokers and other margin requirements, with a lower ratio of margin
to equity than some of its peers. However, HRT lacks the committed
external liquidity sources we typically see at higher-rated peers.


S&P said, "Our issuer and debt ratings on HRT are two notches lower
than the group credit profile to reflect that the debt-issuing
nonoperating holding company is structurally subordinated to its
operating subsidiaries and open to potential regulatory
interference in dividends to the parent.

"We rate the company's senior secured term loan B at the same level
as the issuer credit rating given the lack of higher-priority debt
obligations at the holding company.

"The stable outlook reflects our expectation that the company will
maintain supportive operational performance, capitalization, and
liquidity. Specifically, we expect it will maintain profitability,
a RAC ratio above 10%, a gross stable funding ratio (GSFR) above
100%, and a liquidity coverage metric (LCM) above 120%."

Over the next 12 months, S&P could lower the ratings if:

-- The company suffers a material operating loss, or liquidity
otherwise deteriorates;

-- The RAC ratio declines substantially below 10% on a sustained
basis, or;

-- S&P expects regulatory or market structure changes to be
materially adverse to the firm's high-frequency trading business
model.

While less likely over the outlook horizon, S&P could raise its
ratings on HRT if the company builds capital to sustainably
maintain a RAC ratio comfortably above 15%.


HUSKY IMS: S&P Affirms 'B' CCR & Rates New US$2.75BB Term Loan 'B'
------------------------------------------------------------------
Husky IMS International Ltd. plans to refinance its existing
capital structure with proceeds from senior secured credit
facilities and senior unsecured notes proposed by the newly formed
Titan Acquisition Ltd.

S&P Global Ratings said it affirmed its 'B' long-term corporate
credit rating (CCR) on Husky IMS International Ltd. and assigned
its 'B' CCR to the newly formed Titan Acquisition Ltd. The outlook
is stable.

S&P said, "We also assigned our 'B' issue-level rating and '3'
recovery rating to Titan's proposed US$2 billion term loan facility
due 2025. The recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate of 55%) recovery in the event
of a default. At the same time, we assigned our 'CCC+' issue-level
rating and '6' recovery rating to Titan's proposed US$750 million
senior unsecured notes due 2026. The recovery rating indicates our
expectation for negligible (0%-10%; rounded estimate of 0%)
recovery in a default scenario." Titan will amalgamate with Husky
after the proposed refinancing transaction closes.

Husky plans to refinance its existing capital structure with the
proposed new senior secured credit facilities and senior unsecured
notes issued by Titan. The two companies will amalgamate on close
of the transaction. S&P expects net proceeds of about US$1.5
billion from debt refinancing along with about US$1.2 billion of
equity provided from Platinum Equity Capital Partners will be used
primarily to purchase the equity interest in Husky and pay related
fees and expenses.

The stable outlook reflects S&P Global Ratings' expectation that
adjusted debt-to-EBITDA should be about 8x in 2018 and improve to
about 7x in 2019 from adjusted EBITDA growth attributable to
favorable demand characteristics and improved profitability. S&P
said, "Our forecast also incorporates our expectation for the
company to generate more than US$100 million of annual FOCF, which
should facilitate debt reduction. The outlook also reflects our
view that FFO-to-cash interest coverage will remain above 2x."

S&P said, "We could lower the ratings within the next 12 months if
we expect adjusted FFO-to-cash interest coverage to be below 2x and
for Husky to sustain adjusted debt-to-EBITDA in the high-7x area.
In our view, this could occur if adjusted EBITDA declines or
average U.S. short-term interest rates increase by more than 200
bps.

"Given our view of Husky's high debt leverage following the
proposed financing transaction, we are unlikely to raise the
ratings within the next 12 months. That said, we could consider a
positive rating action if the company generates
stronger-than-expected EBITDA growth and profitability while
reducing debt, such that we expect Husky to sustain adjusted
debt-to-EBITDA below 6.0x and FFO-to-cash interest coverage above
2.5x."


IBEX LLC: May Continue Using Cash Collateral Until March 31
-----------------------------------------------------------
The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado has entered, at the behest of Ibex, LLC, a
Stipulated Order authorizing the Debtor's continued use of cash
collateral for the period of February 1 through March 31, 2018
pursuant to the Budget.

The approved Budget provides total cash disbursements of $668,657
for the months of February, March and April 2018. The Debtor is
authorized to use cash collateral to pay any professional fees on
an interim basis as approved by the Court and in accordance with
the Budget.

First National Bank of Pennsylvania is granted replacement lien and
security interest upon the Debtor's postpetition assets with the
same priority and validity as First National Bank's pre-petition
liens to the extent of the Debtor's post-petition use of the
proceeds of First National Bank's pre-petition collateral. To the
extent that the adequate protection liens prove to be insufficient,
First National Bank will be granted superpriority administrative
expense claims under section 507(b) of the Bankruptcy Code.

The Debtor is directed to pay to First National Bank $14,524, as
additional adequate protection.

The Debtor will provide First National Bank each month: (a) a
report disclosing the payments made to third parties by Debtor
and/or on behalf of Debtor for the previous month; (b) a budget
variance report, reporting actual expenditures and identifying any
variances from the Budget for the previous month; (c) balance
sheet; (d) profit and loss statement; and (e) an accounts
receivable aging report.

Counsel for First National Bank:

        James T. Markus, Esq.
        Matthew T. Faga, Esq.
        Markus Williams Young and Zimmermann LLC
        1700 Lincoln Street, Suite 4550
        Denver, CO 80203
        Telephone: 303-830-0800
        E-mail: mfaga@markuswilliams.com

                       About Ibex, LLC

Ibex, LLC -- http://www.rightathome.net/colorado-springs-- is a
locally owned and operated franchise office of Right at Home Inc.,
a senior home care and staffing company providing care since 1995.
The Company's mission is to improve the quality of life for those
it serves by providing high quality in-home caregivers.  The
Company provides Alzheimer's care, companionship, physical
assistance and respite care services.

Ibex, LLC, based in Colorado Springs, CO, filed a Chapter 11
petition (Bankr. D. Colo. Case No. 17-16031) on June 29, 2017.  In
the petition signed by Peter Vanderbrouk, managing member, the
Debtor disclosed $111,012 in assets and $3.44 million in
liabilities

The Hon. Elizabeth E. Brown presides over the case.  

David J. Warner, Esq., at Wadsworth Warner Conrardy, P.C., serves
as bankruptcy counsel to the Debtor.  Jensen Dulaney LLC is the
Debtor's special counsel.


IHEARTMEDIA INC: Lenders Extend Forbearance to March 12
-------------------------------------------------------
iHeartMedia, Inc.'s consenting lenders have agreed to extend the
term of a Forbearance Agreement to the earliest to occur of (i)
March 12, 2018 at 11:59 p.m. Central time and (ii) an event of
default under the Credit Agreement other than those that resulted
in the entry into the Forbearance Agreement, according to a
disclosure with the Securities and Exchange Commission Thursday.

As reported by the Troubled Company Reporter, iHeartCommunications,
Inc., an indirect subsidiary of iHeartMedia, Inc., and certain
lenders party thereto on March 4, 2018, entered into the
Forbearance Agreement with respect to the Credit Agreement, dated
as of May 13, 2008, as amended and restated as of February 23,
2011, among iHeartCommunications, as the parent borrower, the
subsidiary co-borrowers and foreign subsidiary revolving borrowers
party thereto, iHeartMedia Capital I, LLC, as holdings, Citibank,
N.A., as administrative agent, swing line lender and letter of
credit issuer, and the other the lenders from time to time party
thereto.

Pursuant to the Forbearance Agreement, the Consenting Lenders
agreed to temporarily forbear from accelerating the obligations
under the Credit Agreement or otherwise exercising any rights or
remedies thereunder as a result of any actual or prospective event
of default under Section 8.01(e) of the Credit Agreement resulting
from the Company's failure to make an interest payment beyond the
applicable grace period with respect to its 14.00% Senior Notes due
2021 that was originally due on February 1, 2018.

The prior forbearance agreement was slated to terminate March 7,
2018 at 11:59 p.m. Central time.

Pursuant to the Forbearance Agreement, the Company agreed to not
make payments on account of any indebtedness or obligations under
the indentures governing the Company's legacy notes and the
Company's 14.00% Senior Notes due 2021 during the Forbearance
Period.

iHeartmedia is in discussions with its stakeholders with respect to
the restructuring of its capital structure.  Early this week,
iHeartMedia disclosed a proposed draft restructuring support
agreement and related proposed draft restructuring term sheet with
advisors to groups of the Company's noteholders, lenders and equity
holders.

Terms of the draft proposal were reported in the March 6 edition of
the TCR.  iHeartmedia will file for bankruptcy protection and spin
off Clear Channel Outdoor Holdings, Inc., handing over ownership of
the unit to the holders of its Term Loan Credit Facility Claims and
PGN Claims.  The proposal will also wipe out roughly $15 billion of
debt.

A copy of iHeartMedia's Proposed Draft Restructuring Support
Agreement, dated March 3, 2018, is available at
https://is.gd/igaH1g

A copy of iHeartMedia's Proposed Draft Restructuring Term Sheet,
dated March 3, 2018, is available at https://is.gd/yJtmEj

iHeartMedia is represented in these negotiations by:

     Anup Sathy, P.C., Esq.
     William A. Guerrieri, Esq.
     Benjamin M. Rhode, Esq.
     KIRKLAND & ELLIS LLP
     300 North LaSalle Street
     Chicago, IL 60654
     E-mail: anup.sathy@kirkland.com
             will.guerrieri@kirkland.com
             benjamin.rhode@kirkland.com

          - and -

     Christopher J. Marcus, P.C., Esq.
     AnnElyse S. Gibbons, Esq.
     KIRKLAND & ELLIS LLP
     601 Lexington Avenue
     New York, New York 10022
     E-mail: christopher.marcus@kirkland.com
             annelyse.gibbons@kirkland.com

Counsel to the ad hoc group of holders of Term Loan Credit Facility
Claims and PGN Claims --- 9.000% Priority Guarantee Notes due 2019,
9.000% Priority Guarantee Notes due 2021, 11.250% Priority
Guarantee Notes due 2021, 9.000% Priority Guarantee Notes due 2021,
and 10.625% Priority Guarantee Notes due 2023, issued by
iHeartCommunications, Inc. -- that are parties to the Third
Cooperation Agreement dated June 16, 2017:

     Bruce Bennett, Esq.
     JONES DAY
     555 South Flower Street, Fiftieth Floor
     Los Angeles, CA 90071
     Email address: bbennett@jonesday.com

The Term Loan/PGN Group also has hired PJT Partners LP as advisor.

The Term Lender Group is represented by:

     Michael D. Messersmith, Esq.
     ARNOLD & PORTER KAYE SCHOLER LLP
     70 W. Madison Street
     Chicago, IL 60602
     Email: michael.messersmith@arnoldporter.com

          - and -

     Alan Glantz, Esq.
     ARNOLD & PORTER KAYE SCHOLER LLP
     250 W. 55th Street
     New York, NY 10019
     E-mail: alan.glantz@arnoldporter.com

An ad hoc group of holders of 2021 Notes Claims -- 14.000% senior
notes due 2021, issued by iHeartCommunications, Inc. -- is
represented by:

     Robert Klyman, Esq.
     Matthew J. Williams, Esq.
     GIBSON, DUNN & CRUTCHER LLP
     333 South Grand Avenue
     Los Angeles, CA 90071
     Email: rklyman@gibsondunn.com
            mjwilliams@gibsondunn.com

2021 Noteholder Group also engaged GLC Advisors & Co. as advisor.

The so-called Consenting Sponsors, which comprise the holders of,
or nominees, investment advisors, sub-advisors or managers of funds
that hold Equity Interests that have executed and delivered
counterpart signature pages to the Restructuring Support Agreement
to counsel to the Company Parties, are represented by:

     Matthew S. Barr, Esq.
     Jacqueline Marcus, Esq.
     Gabriel A. Morgan, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, New York 10153
     E-mail: matt.barr@weil.com
             Jacqueline.marcus@weil.com
             Gabriel.morgan@weil.com

                    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.


ILLINOIS STAR: Seeks May 2 Plan Filing Exclusive Period Extension
-----------------------------------------------------------------
Illinois Star Centre, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Illinois to extend: (a) the Plan Filing
Deadline through and including May 2, 2018; (b) the Plan Filing
Exclusive Period through and including May 2, 2018; and the Plan
Acceptance Exclusive Period through and including August 2, 2018.

The Debtor previously sought and the Court granted Debtor multiple
extensions of the Plan Filing Deadline and the Plan Filing
Exclusive Period, such that both the Plan Filing Deadline and the
Plan Filing Exclusive Period are currently set to expire on March
2, 2018. Moreover, the Debtor's current Plan Acceptance Exclusive
Period is set to expire on May 2, 2018.

As the Court is aware, the instant case was filed so that Debtor
could obtain finality as to the alleged claims of The City of
Marion through the adversary proceeding commenced by Debtor on July
10, 2017.  On Aug. 10, 2017, The City of Marion filed a motion to
dismiss the Adversary Proceeding but said motion to dismiss has not
been prosecuted by The City of Marion in that its former counsel
was disqualified on or around Sept. 25, 2017 and its new counsel,
who did not enter in the Adversary Proceeding until Jan. 8, 2018,
has not yet either adopted or abandoned the pending motion to
dismiss.

Given the Debtor's pending negotiations with its tenants and
ongoing litigation with its largest potential creditor in the
Adversary Proceeding, the Debtor submits that it would be
reasonable to allow the Debtor an extension of the Plan Filing
Deadline and Plan Filing Exclusive Period through May 2, 2018 and
an extension of the Plan Acceptance Exclusive Period through August
2, 2018.

                   About Illinois Star Centre

Illinois Star Centre LLC owns the Illinois Star Centre Mall located
at 3000 W. Deyoung Street, Marion.  The mall, which is valued at
$5.5 million, offers more than 50 stores and restaurants and serves
the Southern Illinois Community with events that showcase local
talent.

Illinois Star Centre sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4,
2017.  In the petition signed by Dennis D. Ballinger, Jr., its
managing member, the Debtor disclosed $5.6 million in assets and
zero liability.

The case is assigned to Judge Laura K. Grandy.

Carmody MacDonald, P.C., is the Debtor's bankruptcy counsel, and
Hoffman Slocomb LLC, is its special counsel.

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


INDUSTRIAL FABRICATION: Seeks Authority to Use Cash Collateral
--------------------------------------------------------------
Industrial Fabrication & Repair, Inc., seeks authorization from the
U.S. Bankruptcy Court for the Eastern District of Tennessee to use
cash collateral on an emergency basis, and to allow continued use
of cash collateral after an opportunity for full hearing on the
issue.

Industrial Fabrication maintains a workforce of 27 employees that
are paid every Friday.  Without its workforce of employees,
Industrial Fabrication would be unable to take or fulfill orders,
causing its business to grind to a halt.

Industrial Fabrication requires the use of cash collateral in order
to operate and have a reasonable opportunity to reorganize.
Industrial Fabrication continues to incur debt in the ordinary
course of business reasonable required for the maintenance and
operation of its business operations.  As such, and immediate and
critical need exists for Industrial Fabrication to obtain funds to
continue the operation of its business.  Its only source of funds
at the present time is the use of cash collateral.

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

            http://bankrupt.com/misc/tneb18-30530-8.pdf

                  Industrial Fabrication & Repair

Established in 1981, Industrial Fabrication & Repair, Inc. --
http://www.ifr-tn.com/-- services numerous industries and is a
source for all design, engineering, machining, fabrication and
repair needs. The Company's service area includes Knoxville and all
of East Tennessee.

Industrial Fabrication & Repair filed a Chapter 11 petition (Bankr.
E.D. Tenn. Case No. 18-30530) on Feb. 27, 2018.  In the petition
signed by Mac Phillips, authorized representative, the Debtor had
$2.17 million in total assets and $4.72 million in total
liabilities.  The case is assigned to Judge Suzanne H. Bauknight.
The Debtor is represented by Ryan E. Jarrard, Esq. at Quist,
Fitzpatrick & Jarrard, PLLC.


J&S AUTO: Allowed Continued Cash Collateral Use Through March 27
----------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized J&S Auto Inc. to use cash
collateral through March 27, 2018 under the same terms and
conditions as previously ordered.

J&S Auto is required to file and serve a proposed form of order in
ECF as a supplemental document and submit a copy in Word format to
msh@mab.uscourts.gov forthwith.

A further hearing will be held on March 27, 2018, at 10:30 a.m.

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

             http://bankrupt.com/misc/mab17-13911-141.pdf

                      About J&S Auto Inc.

Based in Revere, Massachusetts, J&S Auto Inc. filed a Chapter 11
petition (Bankr. D. Mass. Case No. 17-13911) on Oct. 20, 2017.  In
the petition signed by Sami Morsy, the Company's president, the
Debtor estimated $50,001 to $100,000 in assets, and $100,001 to
$500,000 in liabilities.  The Debtor's counsel is George J. Nader,
Esq., at Riley & Dever, P.C.


JACOB WIRTH: Exclusive Plan Filing Period Extended Until June 15
----------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts has extended, at the behest of Jacob
Wirth Restaurant Company, LLC, the exclusive period for the Debtor
to file a Plan of Reorganization up to and including June 15,
2018.

The Debtor's case was filed on Nov. 15, 2017 and the 120 day
exclusive period expires March 15, 2018.  However, the Debtor is
still attempting to sell its business as a going concern and file a
liquidating plan or other procedural mechanism to pay creditors.

                  About Jacob Wirth Restaurant

Jacob Wirth Restaurant Company, LLC, is a German-American
restaurant and bar located at 37 Stuart Street in Boston,
Massachusetts.  Founded in 1868, Jacob Wirth is one of the oldest
restaurants in Boston serving a menu of traditional German
specialties and current American favorites.

Jacob Wirth Restaurant Company sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-14263) on Nov.
15, 2017.  In the petition signed by Kevin W. Fitzgerald, its
manager and member, the Debtor estimated assets of $100 million to
$500 million and liabilities of $1 million to $10 million.

Judge Melvin S. Hoffman presides over the case.

The Law Office of Gary W. Cruickshank is the Debtor's legal
counsel.


JLC DAYCARE: 40% Distribution for Unsecured Creditors Under Plan
----------------------------------------------------------------
JLC Daycare, Inc., filed with the U.S. Bankruptcy Court for the
Western District of Pennsylvania a disclosure statement in support
of its small business plan of reorganization dated Feb. 27, 2018.

JLC Daycare is a Pennsylvania Sub-Chapter S corporation which was
started by Patricia S. Cobbs in July 1998. Based in Pittsburgh,
Pennsylvania, it provides daycare services for children and
provides them with meals and recreation. Jessica L. Cobbs now
manages the business.

Through the Plan, the secured creditors will be paid the full value
of their collateral interest at interest, the real estate taxes
will be paid in full at interest, the administrative creditors will
be paid in full, and the unsecured creditors will receive a
pro-rata distribution of approximately $30,000 (approximately 40%
of their allowed claims).

The Plan will be funded from the continued income of the Debtor
pursuant to the same terms that it has been operating since the
filing of its reorganization proceeding with the noted reduction in
monthly rent to Pittsburgh Mennonite Church commencing in March
2018.

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

     http://bankrupt.com/misc/pawb17-23517-64.pdf

                    About JLC Daycare Inc.

JLC Daycare, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21768) on April 27,
2017.  At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.  The case is assigned to Judge
Thomas P. Agresti.  Michael J. Henry, Esq., represents the Debtor
as bankruptcy counsel.


KAI INDUSTRIES: Taps Louis J. Esbin as Legal Counsel
----------------------------------------------------
Kai Industries, LLC, seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire the Law Offices of
Louis J. Esbin as its legal counsel.

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

The firm's hourly rates are:

         Louis Esbin, Esq.     $550
         Associate             $250
         Paralegals            $150
         Legal Assistants      $150

The Debtor paid the firm a retainer in the sum of 20,000.  

Louis Esbin, Esq., a principal of the Esbin firm, disclosed in a
court filing that the firm does not represent any interests adverse
to the Debtor and its estate.

The firm can be reached through:

     Louis J. Esbin, Esq.
     Law Offices of Louis J. Esbin
     25129 The Old Road, Suite 114
     Stevenson Ranch, CA 91381
     Tel: 661-254-5050
     Fax: 661-254-5252
     E-mail: Esbinlaw@sbcglobal.net

                     About Kai Industries

Based in Irwindale, California, Kai Industries, LLC, provides
property maintenance, rent collection, and utilities management
services to the real estate market.

Kai Industries sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-11152) on Feb. 1, 2018.  In the
petition signed by Brad Lin, managing member, the Debtor estimated
assets and liabilities of $1 million to $10 million.  Judge Vincent
P. Zurzolo presides over the case.  Law Offices of Louis J. Esbin
is the Debtor's counsel.


KARON RICHARD: Edwards Buying Dauphin Island Property for $325K
---------------------------------------------------------------
Karon Richard asks the U.S. Bankruptcy Court for the Western
District of Virginia to authorize the sale of the real property
located at 324 Pineda Street, Dauphin Island, Alabama, more
particularly known as Lot 23 Plat of Blk F of Ext. Unit 1 1953
Subdivision of Dauphin Island, Alabama, to Alice and Jason Edwards
for $325,000.

The Debtor and her husband own the Property.  The Property is
subject to a first priority lien in favor of Wells Fargo Bank,
which is owed approximately $341,000, meaning that the sale
proceeds will be insufficient to pay the Wells Fargo claim in full.
The Debtor's spouse, who is a co-owner of the Property and a
co-borrower on the Wells Fargo debt, will provide the funds
sufficient to pay secured claims and costs of sale.

By order entered March 2, 2017, the Court approved the retention of
Alabama Realty in connection with sale of the Property.

Subject to the Court's approval, the Debtor has entered into their
Purchase Agreement contract to sell the Property to the Buyer for
$325,000.  

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

          http://bankrupt.com/misc/Karon_Richard_82_Sales.pdf

The Property has been on the market for more than a year and Debtor
believes that the price accurately reflects the fair market value
of the Property.

At closing, the Debtor proposes to pay the sale proceeds as
follows: (i) ordinary and necessary costs of closing, including any
allocations of items such as utilities and taxes; (ii) real estate
commission to be shared by the Sellers' and the Buyers' agents,
Alabama Realty; and (iii) payment of amounts due to Wells Fargo
that are secured by the Property.

The Debtor asks an order pursuant to 11 U.S.C. section 363,
authorizing her to the amounts set forth.  The settlement is
scheduled for March 22, 2018, and the Debtor further asks that
pursuant to Fed. R. Bankr. Pro. 6003(h), the Court directs that the
Order becomes effective immediately and that the 14-day stay will
not apply.

The Creditor:

          WELLS FARGO BANK, NA
          Home Equity Group
          1 Home Campus X2303-01A
          Des Moines, IA 50328-0001

Karon Richard sought Chapter 11 protection (Bankr. W.D. Va. Case
No. 16-50842) on Chapter 11 on Aug. 31, 2016.  On March 2, 2017,
the Court appointed Alabama Realty as realtor.


KODY BRANCH: Delays Plan Pending Resolution of Bid to Dismiss
-------------------------------------------------------------
Kody Branch of California, Inc., asks the U.S. Bankruptcy Court for
the Central District of California to extend for approximately 60
days the exclusive period within which the Debtors may file a plan
of reorganization from March 6, 2018 through and including May 7,
2018, as well as the exclusive period within which the Debtor may
solicit acceptances to a plan from May 7, 2018 through and
including July 6, 2018.

On Dec. 14, 2017, the U.S. Trustee filed a motion to dismiss or
convert Debtor's bankruptcy which was heard on January 17, 2018.
However, following the hearing, on January 17, 2018, the Court
entered its order setting an evidentiary hearing on the U.S.
Trustee's Motion for April 25, 2018.

The Debtor and several of its vendor creditors including Cong Ty
May Trinh Vuong, Cong Ty TNHH May Thoi Trang Gia Phu, Shoreline
Transportation, Inc., Shaoxing Leilei Import & Export, Co., Ltd.,
Shaoxing Tuchang Knitting Textile Co., Ltd., and Cong Ty TNHH
Anhchau Company, support dismissal of the bankruptcy case. Second
Generation supports conversion of the bankruptcy case to Chapter
7.

Accordingly, the Debtor requests that Court enter an order
extending the Exclusivity Periods which will allow time for the
U.S. Trustee's Motion to be heard so that Court may determine the
status of this case.  Although the Debtor supports dismissal of its
case under the U.S. Trustee's Motion, in the event the case remains
a Chapter 11 following the further hearing on the U.S. Trustee's
Motion, the Debtor needs to preserve its plan exclusivity rights
under the Bankruptcy Code.  As such, the Debtor needs an extension
of the Exclusivity Periods pending the outcome of the U.S.
Trustee's Motion and if necessary (i.e., the case remains in
Chapter 11), to work with creditors to develop and finalize a
consensual Chapter 11 plan.  This is the Debtor's first request for
an extension of the Exclusivity Periods.

The Debtor believes that the short extension of the Exclusivity
Periods will allow the active issues/disputes in this case to be
resolved (the U.S. Trustee's Motion) and eliminate the chance of
the Debtor being subject to a chaotic environment where there are
competing plans of reorganization.  The Debtor has made progress in
its Chapter 11 effort. From an administrative standpoint, the
Debtor has submitted all of the information required to complete
the U.S. Trustee's "7-Day Package," as well as the schedules of
assets and liabilities and statement of financial affairs.

The Debtor submits that terminating its Exclusivity Periods before
the resolution of the U.S. Trustee's Motion would contravene the
very purpose of Bankruptcy Code Section 1121, which is to afford
the Debtors a meaningful and reasonable opportunity to negotiate
with creditors, and propose and confirm a consensual plan.  Until
such time as the UST Motion is resolved and the future of this
Chapter 11 case is decided, the Debtor is not in a position to
propose a Chapter 11 reorganization plan.

               About Kody Branch of California

Kody Branch of California, Inc., is a clothing and apparel
manufacturer and wholesaler based in Baldwin Park, California.

Kody Branch of California sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-23722) on Nov. 6,
2017.  In the petition signed by Tony Trinh, its president, the
Debtor estimated assets and liabilities of $1 million to $10
million.  Judge Robert N. Kwan presides over the case.  Kody Branch
of California tapped Levene, Neale, Bender, Yoo & Brill LLP as its
legal counsel.


KODY BRANCH: Taps Lighthouse Consultants as Accountant
------------------------------------------------------
Kody Branch of California, Inc., seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Lighthouse Consultants, Inc., as its accountant.

The firm will assist the Debtor in the preparation of its financial
reports and tax returns; prepare financial projections and
documents related to a Chapter 11 plan of reorganization; analyze
tax implications of various plan or administrative alternatives;
serve as an expert witness; and provide other accounting services.

The firm's hourly rates are:

     Chris Yau, CPA                      $300
     Vicky S Liu, Accounting Manager     $180
     Nancy Zhao, CPA                     $180
     Ruiwen Deng, Staff Accountant       $120
     Hong Liu, Staff Accountant          $100

Chris Yau, president of Lighthouse, disclosed in a court filing
that his firm is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.

The firm can be reached through:

     Chris Yau
     Lighthouse Consultants, Inc.
     101 East Huntington Drive, Suite 101
     Arcadia, CA 91006
     Tel: 626.447.5342
     Fax: 626.278.0807
     E-mail: cyau@lighthouse-cpa.com

               About Kody Branch of California

Kody Branch of California, Inc., is a clothing and apparel
manufacturer and wholesaler based in Baldwin Park, California.
Kody Branch of California sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-23722) on Nov. 6,
2017.  In the petition signed by Tony Trinh, its president, the
Debtor estimated assets and liabilities of $1 million to $10
million.  Judge Robert N. Kwan presides over the case.  Levene,
Neale, Bender, Yoo & Brill LLP is the Debtor's bankruptcy counsel.


LE-MAR HOLDINGS: $279K Sale of Irving Property to Hawton Approved
-----------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Le-Mar Holdings, Inc., and affiliates
to sell the residential property located at 1926 Loma Alta Drive,
Irving, Texas to Kimberly Ann Hawton for $278,500.

The sale is free and clear of all liens, claims and interests,
except the liens for the 2018 ad valorem taxes which will be paid
by the Buyer pursuant to applicable non-bankruptcy law and the
terms of the Sale Transaction.

The proceeds from the Sale Transaction will be distributed in the
following manner and order:

     a. At the closing of the Sale Transaction, proceeds from the
sale will be distributed to fully satisfy (i) all ad valorem and
property taxes owed by the Debtors related to the Property and for
which the Debtors are responsible under the Contract as amended;
(ii) TJN's real estate broker's commission; and (iii) any and all
closing costs and other expenses which the Debtors are obligated to
pay under the Contract as amended.

     b. Remaining proceeds from the sale will be paid at the
closing of the Sale Transaction to Davis to reduce the outstanding
amount owed by the Debtors under the 2017 Note.

The Order will be effective and enforceable immediately upon entry
and will not be stayed pursuant to Bankruptcy Rule 6004(h).

                     About Le-Mar Holdings

Le-Mar Holdings, Inc., is a mid-sized company in the general
freight trucking business with operations in Grand Prairie,
Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin
and Lubbock.

Chuck and Tracey Edwards own approximately 63.9% of the equity
interests in Le-Mar while the Lawrence and Margie Edwards'
Grand-Children's Trust owns approximately 36.1% of the equity
interests.  Le-Mar Holdings owns 100% of the equity interests of
Edwards Mail Service, Inc., and 50% of the membership interests of
Taurean East, LLC. Chuck and Tracey Edwards own 50% of the
membership interests of Taurean East.

Le-Mar Holdings, Edwards Mail and Taurean East sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos.
17-50234 to 17-50236) on Sept. 17, 2017.  In the petitions signed
by Chuck Edwards, its president, Le-Mar Holdings estimated assets
and liabilities of $1 million to $10 million.

Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and
Underwood Perkins, P.C., as local counsel.

The Official Committee of Unsecured Creditors formed in the case
retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel.


LOCKWOOD HOLDINGS: Proposes a Sale of Billings Personal Property
----------------------------------------------------------------
Lockwood Holdings, Inc., and affiliates ask the U.S. Bankruptcy
Court for the Southern District of Texas to authorize the sale of
(i) personal property assets located at 1035 Cerise Rd, and Lots 5
and 6 Block 2, of Steffes Acres, Billings, Montana to Distribution
NOW for $4,578; (ii) inventory including piping, fittings and
flanges to Van Leeuwen MRO and Services, LLC for the sum of
$96,351; and (iii) Gehl forklift for $26,000 and Mitsubishi
forklift for $3,000 to Raw Machinery.

A hearing on the Expedited Motion is set for March 7, 2018 at 10:30
a.m. (CT).  Objections, if any, must be filed within 21 days from
the date the Expedited Motion was served.

The Debtors previously ceased all business operations it conducted
at the Premises.  The Sale Assets are still located in the
Premises.  They've contemporaneously with the Expedited Motion
filed a motion to reject the lease of the Premises.  Therefore,
they need to immediately remove or sell the Sale Assets.  In their
business judgment, it is more cost effective to sell the Sale
Assets as proposed versus attempting to move the Sale Assets to
another location.  They no longer need the Sale Assets and believe
that it is in the best interest of the bankruptcy estates to sell
same upon the terms set forth.

The Debtors will not be deemed to have accepted any offer unless
and until such offer has been subsequently authorized by separate
order of the Court.  The Debtors propose to sell the Sale Assets on
an "as is, where is" basis without any representations or
warranties of any kind; and free and clear of liens, claims and
encumbrances.

Upon closing the Sale, it is the Debtors' intention to pay the net
proceeds to Wells Fargo Bank, N.A.  They retain any claims that may
be available pursuant to 11 U.S.C. Section 506(c) and creditors
reserve any defenses thereto.  On information and belief, and
except as set forth, the only creditor to assert a lien on the Sale
Assets is Wells Fargo.  Wells Fargo may not oppose the relief
sought in the Motion.

The Debtors propose to sell to DNOW for the sum of $4,578 racking
located in the Premises as more fully described in the Bill of
Sale.  They propose to sell to Van Leeuwen for the sum of $96,351
the inventory located at the Premises as more fully described in
the Bill of Sale.  Van Leeuwen will be entitled to no credit, price
reduction or otherwise if the quantity or description of inventory
is in any manner different than the descriptions or quantities
included.  The Debtors propose to sell to Raw Machinery for the sum
of $26,000, a GHL forklift, and a Mitsubishi forklift for the sum
of $3,000 located at the Premises as more fully described in the
Bill of Sale.

The inventory proposed to be sold to Van Leeuwen was originally
purchased by Debtors from Van Leeuwen in the ordinary course of
business at the same price as the proposed sale price.  On
information and belief, once Van Leeuwen acquires the subject
inventory from the Debtors, Van Leeuwen intends to sell same
potentially to DNOW.  The Debtors have contemporaneously filed a
motion to reject the Premises lease, and Van Leeuwen has indicated
that it must acquire the assets it proposes to purchase by March 7,
2018 or it will find another source for the inventory.

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

     http://bankrupt.com/misc/Lockwood_Holdings_160_Sales.pdf

In accordance with Bankruptcy Local Rule 9013-1, the Debtors
respectfully ask expedited consideration of the Motion.  Van
Leeuwen has indicated that it must acquire the inventory by March
7, 2018 or it will obtain the inventory from another source.  They
believe that the proposed sales are in the best interest of the
estates and should be approved on an expedited basis for the
benefit of all creditors and parties-in-interest herein.  There is
significant risk Debtors will lose the sale if same is not approved
on an expedited basis.  The agreements with the potential
purchasers, including the forms of Bills of Sale were not finalized
until Feb. 28, 2018.  Therefore, the Motion was not filed
previously.  Accordingly, the Debtors respectfully ask that the
Court approves the relief requested on an expedited basis.

The Debtors further ask the Court to waive the 14-day stay imposed
by Bankruptcy Rule 6004(h), if it even applies.

The Purchasers:

          DISTRIBUTION NOW
          7402 N. Eldridge Parkway
          Houston, TX 77041
          E-mail: ronnie.hulquist@dnow.com

          VAN LEEUWEN MRO and SERVICES, LLC
          Attn: Vern Klein
          2875 ­ 64th Avenue
          T6P 1R1 Edmonton, Canada
          E-mail: vklein@vanleeuwen.com

          RAW MACHINERY
          Attn: Matt Beddes
          1121 Shephard Acton Road
          Shephard, MT 59079
          E-mail: matt@rawmachinery.com

                     About Lockwood Holdings

Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a
privately owned company headquartered in Houston, Texas, that
offers carbon steel pipe, carbon steel fittings & flanges,
stainless steel pipe, stainless steel fittings & flanges, valves,
valve automation, and engineered products.  The company also
provides services from MRO (maintenance, repair and operations) to
large-scale projects, including design, engineering, automation,
production, QA/QC, documentation, inspection, expedition and field
service.  Other in-house capabilities include light manufacturing
and machining, modification, repair and NDE testing.

Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 18-30197) on Jan. 18, 2018.  The case is assigned to
Judge David R. Jones.  

Its affiliates LH Aviation, LLC (Bankr. S.D. Tex. Case No.
18-30198) and Piping Components, Inc. (Bankr. S.D. Tex. Case No.
18-30199) filed voluntary petitions for relief under chapter 11 of
the Bankruptcy Code on Jan. 24, 2018.  Judge Marvin Isgur is
assigned to their cases.

In the petitions signed by CEO Michael F. Lockwood, Lockwood
Holdings estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt.  LH Aviation and
Piping Components estimated their assets in the range of $0 to
$50,000 and $50 million to $100 million in debt.

The Debtors tapped Jason S Brookner, Esq., at Gray Reed & McGraw
LLP as counsel, and Spagnoletti & Co. as their special litigation
counsel.


LRJ GLOBAL: Plan Outline Gets Court's Conditional Approval
----------------------------------------------------------
Judge Eduard A. Godoy of the U.S. Bankruptcy Court for the District
of Puerto Rico issued an amended order conditionally approving LRJ
Global Quality Concrete, Inc.'s disclosure statement.

Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on/or before 14 days prior to the date of
the hearing on confirmation of the Plan.

Any objection to the final approval of the Disclosure Statement
and/or the confirmation of the Plan must be filed on/or before 14
days prior to the date of the hearing on confirmation of the Plan.

A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan will be held
on April 3, 2018 at 10:00 A.M. at the United States Bankruptcy
Court, Southwestern Divisional Office, MCS Building, Second Floor,
880 Tito Castro Avenue, Ponce, Puerto Rico.

The Troubled Company Reporter previously reported that general
unsecured creditors under the plan are classified in Class 3 and
will receive a distribution of 5% of their allowed claims.

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

     http://bankrupt.com/misc/prb17-04359-11-42.pdf

               About LRJ Global Quality Concrete

Based in Yauco, Puerto Rico, LRJ Global Quality Concrete filed a
voluntary petition for reorganization pursuant to Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 17-04359) on June 19, 2017.
The Debtors' assets and liabilities are both below $1 million.
The Debtor is represented by Nydia Gonzalez Ortiz, Esq. of Santiago
& Gonzalez.  


LUCKY DRAGON: Taps Prime Clerk as Claims and Noticing Agent
-----------------------------------------------------------
Lucky Dragon Hotel & Casino, LLC, and Lucky Dragon, LP, seek
approval from the U.S. Bankruptcy Court for the District of Nevada
to hire Prime Clerk, LLC, as their claims and noticing agent.

The firm will oversee the distribution of notices and the
maintenance, processing and docketing of claims filed in the
Debtors' Chapter 11 cases.

The hourly rates charged by the firm are:

     Analyst                                  $30 - $50
     Technology Consultant                    $35 - $95
     Consultant/Senior Consultant             $65 - $165
     Director                                $175 - $195
     COO/Executive VP                         No charge
     Solicitation Consultant                     $190
     Director of Solicitation                    $210

Benjamin Steele, vice-president of Prime Clerk, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.

Prime Clerk can be reached through:

     Benjamin J. Steele
     Prime Clerk LLC
     830 Third Avenue, 9th Floor
     New York, NY 10022
     Phone: (212) 257-5450

                  About Lucky Dragon LP and Lucky
                       Dragon Hotel & Casino

Lucky Dragon, LP, owns the real estate and improvements of the
Lucky Dragon Hotel & Casino located at 300 West Sahara Avenue, Las
Vegas, Nevada, and employs 68 full-time and 30 part-time people.
Lucky Dragon Hotel & Casino, LLC operates the Resort Hotel and
Casino.  

Lucky Dragon and Lucky Dragon Hotel & Casino sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos.
18-10850 and 18-10792) on Feb. 21, 2018.  The cases are jointly
administered under Lucky Dragon Hotel & Casino's Case No. 18-10792.
  

In the petition signed by Andrew S. Fonfa, managing member of
Eastern Investments, LLC, Lucky Dragon estimated assets of $100
million to $500 million and liabilities of $10 million to $50
million.  

Judge Laurel E. Davis presides over the cases.


M&G USA: Bancomext Sues over $550M in Alleged Fraudulent Transfers
------------------------------------------------------------------
Jeff Montgomery, writing for Bankruptcy Law360, reports that
Mexico's Banco Nacional de Comercio Exterior, or Bancomext filed a
Delaware bankruptcy court suit against M&G USA Corp., its parent
and affiliates, accusing them of fraudulently shifting as much as
$550 million from nondebtor plants in Mexico to a giant plastics
complex in Corpus Christi, Texas.  The lawsuit was filed a day
after a Delaware bankruptcy judge's authorization for examinations
of the cross-border transfers.

                   About M & G USA Corporation

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

M & G USA Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 17-12307) on Oct. 30, 2017.  

In the petition signed by CRO Dennis Stogsdill, the Debtors
estimated $1 billion to $10 billion both in assets and
liabilities.

Judge Brendan L. Shannon presides over the cases.

Jones Day is the Debtors' bankruptcy counsel.  The Debtors hired
Pachulski Stang Ziehl & Jones LLP as conflicts counsel and
co-counsel; Crain Caton & James, P.C., as special counsel; Alvarez
& Marsal North America, LLC as restructuring advisor; Rothschild
Inc. and Rothschild S.p.A. as financial advisors and investment
bankers; and Prime Clerk LLC as administrative advisor.

On Nov. 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee hires
Milbank, Tweed, Hadley & McCloy LLP as its legal counsel; Cole
Schotz, as Delaware co-counsel; Berkeley Research Group, LLC, as
financial advisor; and Jefferies LLC, as investment banker.


M.N.E. FUNDING: Taps Northstar Appraisal Services as Appraiser
--------------------------------------------------------------
M.N.E. Funding, Inc., seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire an appraiser.

The Debtor proposes to hire Northstar Appraisal Services to
appraise its property located at 3392 Venture Drive, Huntington
Beach, California.  

The property had previously been appraised by John Grichine, an
appraiser employed with NAS.  His fee for an updated appraisal of
the property is $150 per hour, for an estimated total fee of
approximately $450.

Mr. Grichine disclosed in a court filing that he and his firm do
not hold any pre-bankruptcy claim against the Debtor's estate and
have no known prior connection with the Debtor or its insiders.

NAS can be reached through:

     John Grichine
     Northstar Appraisal Services
     5695 Los Palos Circle
     Buena Park, CA 90620
     Phone: (949) 231-7989
     Fax: (310) 962-4123
     E-mail: john@northstarappraiser.com

                     About M.N.E. Funding

M.N.E. Funding Inc. is the 100% owner of a real property located at
3392 Venture Drive, Huntington Beach, California, which is valued
at $1.8 million.  M.N.E. Funding listed its business as single
asset real estate (as defined in 11 U.S.C. Section 101(51B)).

M.N.E. Funding sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 17-12420) on Sept. 10, 2017.  In
the petition signed by Ahron Zilberstein, its president, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Maureen Tighe presides over the case.  The Debtor hired the
Law Offices of Mark E. Goodfriend as its legal counsel.


MARINE SHELTERS: Main Street Writes Off $3.1M Debt
--------------------------------------------------
Main Street Capital Corporation has marked its $3,131,000 in loans
extended to privately held Marine Shelters Holdings, LLC to market
at $0 of the outstanding amount, as of Dec. 31, 2017, according to
a disclosure contained in a Form 10-K filing with the Securities
and Exchange Commission for the fiscal year ended Dec. 31, 2017.

Main extended to the Company a 12% PIK Secured Debt, that was
slated to mature December 28, 2017.

According to Main, the loan has been considered non-accrual and
non-income producing investment.

Marine Shelters Holdings, LLC is a fabricator of marine and
industrial shelters.


MICHAEL ALLEN: Hedge Auto Buying 2009 GMC Yukon XL for $15K
-----------------------------------------------------------
Michael Allen Worley asks the U.S. Bankruptcy Court for the Middle
District of Louisiana to authorize the sale of a 2009 GMC Yukon XL
located at his hunting camp in Arkansas to Hedge Auto Sales for
$15,000.

The Debtor is the owner of the Vehicle.  The Vehicle is not
necessary to an effective reorganization.

The Debtor, as the Seller, has entered into a verbal agreement for
the sale of the Vehicle for the sum of $15,000 to the Buyer.  The
Vehicle has an odometer reading of 50,480 miles.  It is in need of
front end ball joints which are estimated to cost $2,500 to
install.  It also has a cracked dashboard, which is estimated to
cost $800 for replacement.  

The Kelly Blue Book value is $18,000 for the Vehicle in good
condition.  To the best of his knowledge, information and belief,
there are no liens, mortgages, security interests, privileges
and/or encumbrances asserted against the Vehicle.

The Debtor wishes to sell the Vehicle to the Buyer free and clear
of all liens and encumbrances.  He believes that the proposed
purchase price is fair and reasonable, and that the sale of Vehicle
is in the best interest of the estate and his creditors.

Michael Allen Worley filed for Chapter 11 bankruptcy protection
(Bankr. M.D. La. Case No. 18-10017) on Jan. 8, 2018.  Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, serves as
the Debtor's bankruptcy counsel.

Pursuant to the notice of appointment filed by the Office of the
United States Trustee, an Official Committee of Unsecured Creditors
has been appointed.


MICHAEL D. COHEN: Taps Fox Commercial as Appraiser
--------------------------------------------------
Michael D. Cohen, M.D, P.A., seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to hire an
appraiser.

The Debtor proposes to hire Fox Commercial Auctions LLC to conduct
an appraisal of its medical equipment and general office
equipment.

Gilbert Schwartzman, executive vice-president of Fox Commercial and
the professional who will be providing the services, will charge an
hourly fee of $200.

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

The firm can be reached through:

     Gilbert A. Schwartzman
     Fox Commercial Auctions LLC
     13 Hambleton Court
     Pikesville, MD 21208
     Mobile: 410-818-8887
     Office: 410-833-5343
     Email: gil.schwartzman@foxcommercialauctions.com

                    About Michael D. Cohen M.D.

Based in Maryland, Michael D. Cohen, M.D., P.A., d/b/a Cosmetic
Surgery Center of Maryland d/b/a Belcara Health, d/b/a Belcara, is
a professional corporation engaged in the business of providing
various physician services to its patients, including but not
limited to services in the areas of plastic surgery, dermatology,
and podiatry. Michael D. Cohen, M.D., is the sole shareholder of
the Debtor.  Shari L. Cohen, Dr. Cohen's wife, is responsible for
the business administration of the Debtor's medical practice.

Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a
joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug.
26, 2016.

The Company filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12,
2016.  The Debtor estimated assets of $100,000 to $500,000 and
liabilities of $1 million to $10 million as of the bankruptcy
filing.  The Company's and the Cohens' cases are jointly
administered under Case No. 16-22231.

The Company is represented by Irving Edward Walker, Esq., at Cole
Schotz P.C.

The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin,
LLC.


NATURAL MOLECULAR: Trustee Selling Normandy Park Property for $2.2M
-------------------------------------------------------------------
Mark Calvert, as the Court-appointed chapter 11 trustee of Natural
Molecular Testing Corp., asks the U.S. Bankruptcy Court for the
Western District of Washington to authorize the sale of the
residential real property located at 19626 Marine View Dr. SW,
Normandy Park, Washington, King County Parcel Numbers 6108900050
and 61089000060, to Scott T. Farrington and Catherine M. Farrington
for $2,150,000.

At the time of the Trustee's appointment the Official Unsecured
Creditors' Committee in the case had obtained deeds of trust on two
properties owned by the Debtor's former CEO, Beau Fessenden: one
located in Orondo, Washington and the other at the Normandy Park
Property that is the subject of the Motion.  The Committee's
interest as beneficiary under the deed of trust to the Normandy
Park Property was assigned to the Trustee, pursuant to an
assignment recorded on Nov. 17, 2015 as Instrument No.
20151117001220 in the Official Records of King County, Washington.

On Sept. 16, 2016, the Court entered an Order approving a
settlement agreement between the Trustee and Beau Fessenden.  With
respect to the Normandy Park Property, the Trustee was granted a
deed in lieu of foreclosure in escrow and authorized to record it,
as well as given rights to exercise remedies under the Normandy
Park Deed of Trust, if the sale of the Normandy Park Property did
not close by May 31, 2017.

On Feb. 8, 2017, upon a motion of the Trustee, the Court entered an
Order Reforming Deed in Lieu of Foreclosure Pursuant to Settlement
Agreement.  On Feb. 21, 2018, after receipt of Mr. Fessenden's
signature on a real estate excise tax affidavit, the deed in lieu
of foreclosure for the Property was recorded, titling the Property
in the name of the Debtor, acting through the Trustee.

The Trustee is currently working on an application to employ Wendy
Lister and Coldwell Banker Bain as listing agent for the Property.
The Trustee has signed a listing agreement and Coldwell has been
showing the Property to the prospective Buyers pursuant to the
Order.

The Farringtons propose to purchase the Property for a purchase
price of $2,150,000 in cash at closing, inclusive of a $65,000
earnest money deposit, pursuant to the terms of the Sale Agreement.
The title to the Property will be conveyed by statutory warranty
deed after the Trustee obtains an order from the Court approving
the sale free and clear of all liens.

It is possible that further amendments will be made to accommodate
the Purchaser's desire for pre-closing access to the premises based
on the sale of their own home closing on March 20, 2018 and their
need to vacate as of such date.  None of these potential amendments
would substantially impact the net benefit to the Debtor's estate
from the closing of the sale.  Other than as described in the
Motion, the Trustee will not receive any consideration of any kind
in connection with proposed sale of the Property.

The Trustee asks authority to pay from sale proceeds any closing
costs attributable to the Seller, including the commission owed to
Coldwell (to be shared with the Purchasers' broker) pursuant to the
Listing Agreement, current and delinquent real property taxes, any
excise tax payable in connection with the sale of the Property, and
any other customary costs of sale.  He will also pay Harold and
Carmen Kay Duncanson the amount due to them for maintenance of the
neighborhood's road easement pursuant to the Subordination
Agreement approved by the Court's order of Nov. 2, 2017, and the
state tax warrant appearing on the title commitment in the amount
of $576.

The Trustee will deposit all remaining net sale proceeds into the
estate's deposit account at a depository institution approved by
the United States Trustee and will not disburse such funds except
as further ordered by the Court or in pro rata payment of known
administrative expenses already approved by the Court, with an
adequate reserve for expenses not yet determined or approved.

                    About Natural Molecular

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker &
Willig, Inc., P.S., serves as its bankruptcy counsel.  

The closely held company said assets are worth more than $100
million while debt is less than $50 million.

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member committee of unsecured creditors.  Foster Pepper's Jane
Pearson, Esq.; Christopher M. Alston, Esq., and Terrance Keenan,
Esq., serve as the committee's attorneys.

On Sept. 29, 2014, the court approved the appointment of Mark
Calvert as Chapter 11 trustee.  The Trustee tapped Favret,
Demarest, Russo & Lutkewitte as special
counsel.


OIL PATCH TRANSPORTATION: April 6 Hearing on Plan and Disclosures
-----------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas conditionally approved Oil Patch Transportation,
Inc.'s disclosure statement, dated Feb. 21, 2018, referring to its
proposed chapter 11 plan.

March 30, 2018 is fixed as the last day for filing written
acceptances or rejections of the plan and the last day for filing
written objections to the disclosure statement and confirmation of
the plan.

April 6, 2018, at 2:30 p.m., is fixed for the hearing on final
approval of the disclosure statement and for the hearing on
confirmation of the plan.

                 About Oil Patch Transportation

Oil Patch Transportation filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 17-80152) on May 16, 2017.  The Company says it is a
small business debtor as defined in 11 U.S.C. Section 101(51D).  It
was founded in 2006 and is engaged in the business of arranging
transportation of freight and cargo.  The Debtor serves the oil and
gas industry in Brazoria County, Texas and the surrounding
counties. The Debtor operates on a fiscal year of July through
June. Gross income for fiscal year 2015 was $9,609,160, and for
2016, it was $4,998,418.

Robert Smith, president, signed the petition.  At the time of
filing, the Debtor disclosed $2.87 million in total assets and
$2.48 million in total liabilities.  

The case is assigned to Judge Marvin Isgur.

The Gerger Law Firm, PLLC, serves as counsel to the Debtor.  The
Debtor hired Hess Hopkins Alexander LLP as its accountant.


OSPEMIFENE ROYALTY: Main Values $5-Mil. Loan at 23% of Face
-----------------------------------------------------------
Main Street Capital Corporation has marked its $5,071,000 in loans
extended to privately held Ospemifene Royalty Sub LLC (QuatRx) to
market at $1,198,000 or 23.62% of the outstanding amount, as of
Dec. 31, 2017, according to a disclosure contained in a Form 10-K
filing with the Securities and Exchange Commission for the fiscal
year ended Dec. 31, 2017.

Main extended to Ospemifene a 11.5% Secured Debt that has a
November 15, 2026 maturity.

According to Main, the loan has been considered non-accrual and
non-income producing investment.

Ospemifene Royalty Sub LLC (QuatRx) is an estrogen-deficiency drug
manufacturer and distributor.


PAUL'S AUTO CENTERS: Sale of Vehicles Secured by NGC & AFC Approved
-------------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Paul's Auto Centers, Ltd.'s sale of
excess inventory of rental vehicles secured by the claims of
NextGear Capital, Inc. ("NGC") and Automotive Finance Corp.
("AFC").

The sale will be under these terms and conditions:

     a. The vehicles will be sold either at a recognized auction
facility or by private sale by Paul's directly to consumer buyers
for cash (no sales to wholesale dealers are authorized).

     b. The auction facilities used will be: (i) Adesa Auto Auction
Dallas, 3501 Lancaster Hutchins Rd., Hutchins, TX 75141; or (ii)
Insurance Auto Auctions, Inc., 301 Mars Rd., Wilmer, TX 75172.
However, the parties may agree, in writing, to other auction
facilities

     c. If a vehicle is sold by an auction facility, the check for
the purchase price will be delivered directly by the auction
facility to the secured creditor (NGC or AFC, as the case may be)
and the secured creditor will deliver the title to the auction
house or its designee.

     d. If a vehicle is sold at retail by Paul's, the purchase
price will not be less than 85% of the listed principal balance for
the vehicle as set forth in the column of Exhibit A entitled
"Principal Bal."  Any sale of a vehicle with a principal balance of
less than $1,000 will be for not less than 85% of the published MMR
value of the vehicle.  Any sale of a vehicle for less than that
amount will require consent of the secured creditor prior to
concluding the sale.  Prior consent may be in the form of an
email.

     e. The proceeds of the sale will be converted to a cashier's
check and delivered via Federal Express or other one day delivery
service within two business days of each sale to the attorney for
the secured creditors, Padfield & Stout, LLP located at 421 West
Third Street, Suite 910, Fort Worth, TX 76102 for deposit into its
IOLTA account.  The Debtor will also deliver simultaneously with
the sales proceeds, a copy of the executed Bill of Sale for each
sold vehicle indicating the sales tax and registration fee
associated with each sold vehicle and debtor will collect such
amounts from each buyer and remit same to Padfield & Stout, LLP.
Within two business days, Padfield & Stout, LLP will send to the
debtor via Federal Express or other one day delivery service, a
check for the tax and registration fees for the sale of the
vehicle.

     f. The net proceeds of all sales made under this agreement
will be applied to reduce the principal balance owed by Paul's to
the respective creditor being paid.

     g. The Debtor will timely file all title transfer paperwork
and fees associated with the sale of each such vehicle with the
proper county tax accessor's office.

                    About Paul's Auto Centers

Paul's Auto Centers, Ltd., operator of an automobile leasing and
sales business, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34657) on Dec. 12,
2017.  Paul Hamiter, its authorized representative, signed the
petition.  At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $1 million.
Judge Harlin Dewayne Hale presides over the case.  Lusky &
Associates, P.C, is the Debtor's counsel.


PAUL'S AUTO CENTERS: Selling Excess Inventory of Rental Vehicles
----------------------------------------------------------------
Paul's Auto Centers, Ltd., asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the sale of excess
inventory of rental vehicles secured by the claims of NextGear
Capital, Inc. ("NGC") and Automotive Finance Corp. ("AFC").

Paul's is primarily in the business of renting used cars.  As a
part of its business, however, it occasionally sells excess
inventory.  These sales are usually of vehicles in the $2,000 to
$5,000 range.  They are not expensive or exotic vehicles.

The best time of the year to sell this excess inventory is right
after taxpayers begin getting their tax refunds -- i.e. March
through May.  All of Paul's rental inventory is collateral to one
of two creditors -- NGC or AFC.

Paul's, NGC and AFC have agreed that Paul's can sell its excess
inventory under these terms and conditions:

     a. The vehicles will be sold either at a recognized auction
facility or by private sale by Paul's directly to consumer buyers
for cash (no sales to wholesale dealers are authorized).

     b. The auction facilities used will be: (i) Adesa Auto Auction
Dallas, 3501 Lancaster Hutchins Rd., Hutchins, TX 75141; or (ii)
Insurance Auto Auctions, Inc., 301 Mars Rd., Wilmer, TX 75172.
However, the parties may agree, in writing, to other auction
facilities

     c. If a vehicle is sold by an auction facility, the check for
the purchase price will be delivered directly by the auction
facility to the secured creditor (NGC or AFC, as the case may be)
and the secured creditor will deliver the title to the auction
house or its designee.

     d. If a vehicle is sold at retail by Paul's, the purchase
price will not be less than 85% of the listed principal balance for
the vehicle as set forth in the column of Exhibit A entitled
"Principal Bal."  Any sale of a vehicle with a principal balance of
less than $1,000.00 will be for not less than 85% of the published
MMR value of the vehicle.  Any sale of a vehicle for less than that
amount will require consent of the secured creditor prior to
concluding the sale.  Prior consent may be in the form of an
email.

     e. The proceeds of the sale will be converted to a cashier's
check and delivered via Federal Express or other one day delivery
service within two business days of each sale to the attorney for
the secured creditors, Padfield & Stout, LLP located at 421 West
Third Street, Suite 910, Fort Worth, TX 76102 for deposit into its
IOLTA account.  The Debtor will also deliver simultaneously with
the sales proceeds, a copy of the executed Bill of Sale for each
sold vehicle indicating the sales tax and registration fee
associated with each sold vehicle and debtor will collect such
amounts from each buyer and remit same to Padfield & Stout, LLP.
Within two business days, Padfield & Stout, LLP will send to the
debtor via Federal Express or other one day delivery service, a
check for the tax and registration fees for the sale of the
vehicle.

     f. The net proceeds of all sales made under this agreement
will be applied to reduce the principal balance owed by Paul's to
the respective creditor being paid.

     g. The Debtor will timely file all title transfer paperwork
and fees associated with the sale of each such vehicle with the
proper county tax accessor's office.

The only creditors affected by the Motion have agreed to it.  As
shown by the Schedules, the value of the collateral to be sold is
far less than the debt securing it.  The vehicles to be sold are
excess inventory and not necessary for the continuation of the
Paul's rental business.

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

     http://bankrupt.com/misc/Pauls_Auto_43_Sales.pdf

                    About Paul's Auto Centers

Paul's Auto Centers, Ltd., operator of an automobile leasing and
sales business, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34657) on Dec. 12,
2017.  Paul Hamiter, its authorized representative, signed the
petition.  At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $1 million.
Judge Harlin Dewayne Hale presides over the case.  Lusky &
Associates, P.C, is the Debtor's counsel.


PAUL'S AUTO CENTERS: Selling Excess Rental Inventory of Vehicles
----------------------------------------------------------------
Paul's Auto Centers, Ltd., asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the sale of excess
inventory of rental vehicles secured by the claims of NextGear
Capital, Inc. ("NGC") and Automotive Finance Corp. ("AFC").

Paul's is primarily in the business of renting used cars.  As a
part of its business, however, it occasionally sells excess
inventory.  These sales are usually of vehicles in the $2,000 to
$5,000 range.  They are not expensive or exotic vehicles.

The best time of the year to sell this excess inventory is right
after taxpayers begin getting their tax refunds -- i.e. March
through May.  All of Paul's rental inventory is collateral to one
of two creditors -- NGC or AFC.

Paul's, NGC and AFC have agreed that Paul's can sell its excess
inventory under these terms and conditions:

     a. The vehicles will be sold either at a recognized auction
facility or by private sale by Paul's directly to consumer buyers
for cash (no sales to wholesale dealers are authorized).

     b. The auction facilities used will be: (i) Adesa Auto Auction
Dallas, 3501 Lancaster Hutchins Rd., Hutchins, TX 75141; or (ii)
Insurance Auto Auctions, Inc., 301 Mars Rd., Wilmer, TX 75172.
However, the parties may agree, in writing, to other auction
facilities

     c. If a vehicle is sold by an auction facility, the check for
the purchase price will be delivered directly by the auction
facility to the secured creditor (NGC or AFC, as the case may be)
and the secured creditor will deliver the title to the auction
house or its designee.

     d. If a vehicle is sold at retail by Paul's, the purchase
price will not be less than 85% of the listed principal balance for
the vehicle as set forth in the column of Exhibit A entitled
"Principal Bal."  Any sale of a vehicle with a principal balance of
less than $1,000 will be for not less than 85% of the published MMR
value of the vehicle.  Any sale of a vehicle for less than that
amount will require consent of the secured creditor prior to
concluding the sale.  Prior consent may be in the form of an
email.

     e. The proceeds of the sale will be converted to a cashier's
check and delivered via Federal Express or other oneday delivery
service within two business days of each sale to the attorney for
the secured creditors, Padfield & Stout, LLP located at 421 West
Third Street, Suite 910, Fort Worth, TX 76102 for deposit into its
IOLTA account.  The Debtor will also deliver simultaneously with
the sales proceeds, a copy of the executed Bill of Sale for each
sold vehicle indicating the sales tax and registration fee
associated with each sold vehicle and debtor will collect such
amounts from each buyer and remit same to Padfield & Stout, LLP.
Within two business days, Padfield & Stout, LLP will send to the
debtor via Federal Express or other one day delivery service, a
check for the tax and registration fees for the sale of the
vehicle.

     f. The net proceeds of all sales made under this agreement
will be applied to reduce the principal balance owed by Paul's to
the respective creditor being paid.

     g. The Debtor will timely file all title transfer paperwork
and fees associated with the sale of each such vehicle with the
proper county tax accessor's office.

The only creditors affected by the Motion have agreed to it.  As
shown by the Schedules, the value of the collateral to be sold is
far less than the debt securing it.  The vehicles to be sold are
excess inventory and not necessary for the continuation of the
Paul's rental business.

                    About Paul's Auto Centers

Paul's Auto Centers, Ltd., operator of an automobile leasing and
sales business, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34657) on Dec. 12,
2017.  Paul Hamiter, its authorized representative, signed the
petition.  At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $1 million.
Judge Harlin Dewayne Hale presides over the case.  Lusky &
Associates, P.C, is the Debtor's counsel.


PENINSULA AIRWAYS: Given Until March 30 to File Chapter 11 Plan
---------------------------------------------------------------
Judge Gary Spraker of the U.S. Bankruptcy Court for the District of
Alaska has granted Peninsula Airways, Inc., d/b/a PenAir's third
motion seeking further extension of the exclusivity periods to file
a plan and disclosure statement and obtain acceptances of a plan to
March 30, 2018 and July 31, 2018, respectively.

                    About Peninsula Airways

Founded in 1955 by Orin Seybert in Pilot Point, Alaska, Peninsula
Airways, Inc., doing business as PenAir, is one of the oldest
family owned airlines in the United States and is Alaska's second
largest commuter airline.  Its main base is Ted Stevens Anchorage
International Airport, with other hubs located at Portland
International Airport in Oregon, Boston Logan International Airport
in Massachusetts and Denver International Airport in Colorado.
PenAir currently has a code sharing agreement in place with Alaska
Airlines with its flights operated in the state of Alaska as well
as all of its flights in the lower 48 states appearing in the
Alaska Airlines system timetable.

Peninsula Airways filed a Chapter 11 petition (Bankr. D. Alaska
Case No. 17-00282) on Aug. 6, 2017.  In the petition signed by
Daniel P. Seybert, its president, the Debtor estimated assets and
liabilities ranging from $10 million to $50 million.

The case is assigned to Judge Gary Spraker.  

Cabot C. Christianson, Esq., at the Law Offices of Cabot
Christianson, P.C., is serving as bankruptcy counsel to the Debtor.
Dawson Law Group, LLC, is the Debtor's special counsel.  Porter &
Allison, Inc., is the Debtor's accountant.

The official committee of unsecured creditors formed in the case
retained Erik LeRoy, P.C., as counsel.


PENN AIR NOTCH: Hearing on Plan and Disclosures Set for April 12
----------------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania issued an order conditionally
approving Penn Air Notch Services, Inc.'s disclosure statement,
dated Feb. 24, 2018, in connection with its chapter 11 plan.

On or before April 5, 2018, all Ballots accepting or rejecting the
Plan must be served on the attorney for the Debtor.

On or before April 5, 2018, all objections to the Disclosure
Statement and to the confirmation of the Plan must be filed.

On April 12, 2018 at 10:00 a.m. the final hearing on the Disclosure
Statement and Plan confirmation is scheduled in Erie Bankruptcy
Courtroom, 17 South Park Row, Erie, PA 16501.

                About Penn Air Notch Services

Penn Air Notch Services, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-10770) on July
24, 2017, estimating under $1 million in both assets and
liabilities.  The Debtor is represented by Lawrence W. Willis,
Esq., at Willis & Associates.


PENN AIR NOTCH: Sale of Equipment to Fund Proposed Plan
-------------------------------------------------------
Penn Air Notch Services, Inc., filed with the U.S. Bankruptcy Court
for the Western District of Pennsylvania a disclosure statement to
accompany its chapter 11 plan dated Feb. 24, 2018.

The Debtor is a Pennsylvania Corporation doing business in the oil
and gas industry.

Under the plan, Class 5 allowed unsecured claims will be paid a
pro-rata share of the proceeds of the sale of the real estate
remaining after the distribution to classes one, two and three. Any
amount not paid under class 5 will be discharged upon confirmation
of this plan. This class will not be entitled to interest on their
claims. This class will receive a 100% dividend.  The first payment
will begin on the effective date and on the anniversary of the
effective date thereafter for 4 years.

The Debtor intends to sell its equipment, for a sale price of
$526,500. The reorganized Debtor should be able to fund the Plan
from these sources.

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

     http://bankrupt.com/misc/insb17-06475-11-135.pdf

                   About Penn Air Notch Services

Penn Air Notch Services, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-10770) on July
24, 2017, estimating under $1 million in both assets and
liabilities.  The Debtor is represented by Lawrence W. Willis,
Esq., at Willis & Associates.


PERNIX THERAPEUTICS: Main Values $3.1MM Loan at 63% of Face
-----------------------------------------------------------
Main Street Capital Corporation has marked its $3,129,000 in loans
extended to privately held Pernix Therapeutics Holdings, Inc. to
market at $1,971,000 or 63% of the outstanding amount, as of Dec.
31, 2017, according to a disclosure contained in a Form 10-K filing
with the Securities and Exchange Commission for the fiscal year
ended Dec. 31, 2017.

Main extended to Pernix Therapeutics Holdings a 12% Secured Debt
that has an August 1, 2020 maturity.

Pernix Therapeutics Holdings is a specialty pharmaceutical company
that focuses on the acquisition, development, and commercialization
of prescription drugs primarily for the United States market.


PINNACLE LAND: Taps Donnelly-Boland as Accountant
-------------------------------------------------
Pinnacle Land Group, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to hire
Donnelly-Boland and Associates as its accountant.

The firm will assist the Debtor in the preparation of its monthly
operating reports, balance sheet and income tax returns for 2017,
and will prepare projections for its Chapter 11 plan of
reorganization.

Michael Wilson, the Donnelly-Boland accountant who will be
providing the services, will charge $225 per hour.  His staff will
charge an hourly rate ranging from $50 to $250.

Mr. Wilson disclosed in a court filing that he is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Donnelly-Boland can be reached through:

     Michael C. Wilson
     Donnelly-Boland and Associates
     69 South Washington St.
     P.O. Box 647
     Waynesburg, PA 15370
     Phone: 724-627-6491
     Fax: 412-882-1084

                  About Pinnacle Land Group

Pinnacle Land Group, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-23339) on Aug. 18,
2017.  In the petition signed by Joann Jenkins, manager, the Debtor
estimated assets and liabilities of less than $1 million.  Judge
Gregory L. Taddonio presides over the case.  Calaiaro Valencik is
the Debtor's bankruptcy counsel.


PMHC II: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and a B2-PD Probability of Default Rating (PDR) to PMHC II,
Inc. In addition, Moody's assigned a B2 rating to ASP Prince Merger
Sub, Inc.'s proposed $85 million senior secured revolving credit
facility and $505 million senior secured first lien term loan, and
a Caa1 rating to the proposed $160 million senior secured second
lien term loan. The proceeds from the term loan will be used to
fund a significant portion of the acquisition of PMHC II, Inc. by
American Securities. The ratings outlook is stable. The ratings
have been assigned pending the receipt and review of final
documentation. The existing ratings at Prince International
Corporation will be withdrawn when the acquisition by American
Securities is completed. This is the first time Moody's has rated
PMHC II, Inc.

"PHMC II's leverage ratio of about 6.0x will be somewhat elevated
for its B2 corporate family rating, but its ample interest
coverage, strong profit margins and return on assets provide
support to the rating. Its free cash flow generation should also
give it the ability to reduce its leverage over the next 12-18
months," said Michael Corelli, Moody's Vice President -- Senior
Credit Officer and lead analyst for PHMC II.

Assignments:

Issuer: PMHC II, Inc

-- Probability of Default Rating, Assigned B2-PD

-- Corporate Family Rating, Assigned B2

Issuer: ASP Prince Merger Sub, Inc.

-- Senior Secured 1st Lien Term Loan, Assigned B2(LGD3)

-- Senior Secured 2nd Lien Term Loan, Assigned Caa1(LGD5)

-- Senior Secured Revolving Credit Facility, Assigned B2(LGD3)

Outlook Actions

Issuer: PMHC II, Inc.

-- Outlook, Assigned Stable

Issuer: ASP Prince Merger Sub, Inc.

-- Outlook, Assigned No Outlook

RATINGS RATIONALE

PMHC II, Inc.'s B2 corporate family rating reflects its relatively
small size versus other higher rated companies in the chemicals
sector, as well as its significant exposure to several cyclical
sectors including the construction, agriculture, oil & gas,
automotive and appliance end markets. The company will also have
relatively high financial leverage and will likely continue to
pursue acquisitive growth based on its track record of debt
financed acquisitions, which could limit future deleveraging. The
rating is also constrained by the lack of operating history with
Prince International Corporation and Prince Erachem International
Corporation as a combined entity.

These factors are somewhat balanced by the company's strong
position in niche markets and the value added services it provides,
which has enabled it to generate above average margins and returns
relative to other companies in the chemicals sector. The rating is
also supported by its good geographic and end market diversity,
limited customer concentration, its long-term relationships with
large and well-established customers and suppliers and the diverse
mix of products manufactured and distributed by the company. PMHC
II also has a relatively high cash conversion business due to its
relatively low capital expenditure requirements.

Moody's anticipates that PHMC will continue to benefit from good
demand from most of the end markets it serves due to continued
synchronized worldwide economic growth, since most of its end
markets are economically sensitive and expected to grow at a
similar rate to GDP growth. It should also continue to benefit from
the significant recovery in US oil & gas drilling activity.
Therefore, Moody's expect the company to show moderate improvement
in its operating results in 2018, with its adjusted EBITDA in the
range of $105 million - $110 million including Moody's standard
adjustments. That should result in the company having an adjusted
leverage ratio (Debt/EBITDA) of around 6.0x, which is weak for the
assigned B2 corporate family rating. However, the rating also
reflects the company's ample interest coverage (EBITDA/Interest
Expense) of about 2.7x and its strong profit margins and return on
assets.

PHMC is expected to maintain good liquidity and will have no
meaningful debt maturities prior to the maturity date of the
proposed revolver in 2023. The company is expected to maintain a
modest cash balance and to have full availability under the $85
million revolver when the acquisition closes. Moody's expects the
company to generate positive free cash flow in 2018 since it has
relatively low capital spending requirements.

The stable ratings outlook presumes the company's operating results
will moderately improve over the next 12 to 18 months and result in
credit and profitability metrics that support its rating.

The ratings could be upgraded if the company achieves a material
improvement in its operating results, maintains strong
profitability metrics and a leverage ratio below 5.0x. However,
PMHC's moderate scale will limit its upside ratings potential.

Negative rating pressure could develop if the company produces
weaker than expected operating results or pursues debt financed
acquisitions that result in weaker than expected credit metrics.
The leverage ratio remaining above 6.0x or the interest coverage
ratio persisting below 2.0x could lead to a downgrade. A
significant reduction in borrowing availability or liquidity could
also result in a downgrade.

PMHC II, Inc. is a manufacturer of customized, value-added,
mineral-based specialty additives with a focus on manganese,
chromium, iron oxide, lithium, cobalt and zircon based products.
The company serves a wide range of end markets including
electronics, construction, agriculture, consumer, oil & gas, brick
& tile and the automotive sector. The company reports its revenues
in three business segments: Performance Materials, Coatings &
Colorants, and Electronics & Specialties. It produced pro forma
revenues of about $600 million during the twelve months ended
December 31, 2017 with about 61% generated in North America, 22% in
Europe, Middle East and Africa, 13% in Asia Pacific and 4% in Latin
America. PMHC II, Inc. will be majority owned by American
Securities when the acquisition is completed.


QTS REALTY: S&P Affirms 'BB-' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its corporate credit rating on QTS
Realty Trust Inc. at 'BB-'. The outlook is stable.

S&P said, "At the same time, we affirmed our issue-level rating on
the company's senior unsecured credit facility and senior unsecured
notes of 'BB'. The recovery rating remains '2', indicating our
expectation for substantial (70%-90%; rounded estimate: 85%)
recovery for lenders in the event of a payment default.

"As part of the revised criteria for the real estate sector, we
expanded the scope to include some data-center REITs that
majority-own a portfolio of stabilized real estate and derive a
substantial majority of their EBITDA from property rental income.
The stable outlook reflects our expectation that the company will
execute on its refocused business strategy to exit its C3 platform
and will not meaningfully impact credit metrics in the next year.
The stable outlook incorporates our expectation for QTS to maintain
a relatively high capital expenditures, which we believe will be
largely funded with debt. We estimate debt to EBITDA to peak at
about 7.5x in 2018 and trend back down below to below 7x in 2019.

"We could lower the ratings if the company increases debt-to-EBITDA
to above 8x and is sustained a this level in the next 12 months.
This could result from a more aggressive expansion funded with debt
or from weakening operating performance in the core portfolio that
resulted in contracting revenue well beyond our expectations or in
limited improvement in EBITDA margins.

"While not likely in the next year, we could raise the ratings if
QTS' refocus strategy results on improving margins compared to peer
average ranges or above, reducing churn and smoothing its lease
expiration profile providing longer term visibility. We would need
to see debt-to-EBITDA in the low-5x area consistently for 12 to 18
months demonstrating flattening volatility."


QUALITY UPHOLSTERY: $40K Payment for Unsecureds Over 5-Year Period
------------------------------------------------------------------
Quality Upholstery Inc., filed with the U.S. Bankruptcy Court for
the District of Nevada a disclosure statement to accompany its
proposed plan of reorganization dated Feb. 27, 2018.

The Debtor is engaged in the business of providing upholstery
services throughout Clark County and primarily performs
re-upholstery services to its customers, including upholstery of
furniture, casino seating, boats, vehicles, and other such items in
need of upholstery services. The Debtor operates primarily out of a
warehouse located at 112 W. Wyoming Street in Las Vegas, Nevada.

Class 9 under the plan is comprised of the general unsecured
creditors, which were owed, as of the petition date, approximately
$89,405.70. The holders of allowed unsecured claims will be paid a
pro-rata share of $40,000, which will be paid, in part, from
proceeds of the Debtor's operations, in quarterly payments of
$1,000 over a five year period, and in part, from the equity
infusion made by the Debtor's principal, Richard Jahn, in the
amount of $20,000. At the Debtor's Option, Debtor may pre-pay any
payment due without penalty.

The Debtor believes that it 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/nvb17-12359-86.pdf

                 About Quality Upholstery Inc.

Quality Upholstery Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 17-12359) on May 3, 2017.
At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.

The case is assigned to Judge August B. Landis.


RAMLA USA: March 27 Evidentiary Hearing on First Amended Plan
-------------------------------------------------------------
Judge Barry Russell of the U.S. Bankruptcy Court for the Central
District of California approved Ramla USA, Inc.'s first amended
disclosure statement describing its chapter 11 plan of
reorganization.

An evidentiary hearing to consider the confirmation of Debtor's
First Amended Chapter 11 Plan of Reorganization will take place on
March 27, 2018 at 10:00 a.m.

Objections to the confirmation of the Debtor's First Amended
Chapter 11 Plan of Reorganization must be filed no later than 5:00
p.m. PST on March 16, 2018.

                    About Ramla USA

Headquartered in Monrovia, California, Ramla USA Inc. is a small
organization in the restaurants industry located in Monrovia,
California.  It owns and operates traditional
Japanese/Izakaya-style restaurants.  Along with four restaurant and
food service locations currently in operation (located in Monrovia,
San Francisco, Palm Springs, and Los Angeles, California), it has
two non-operating locations in West Covina, California and Encino,
California that closed in early 2017 and mid-2016, respectively.
Each of the defunct locations still has liquor licenses associated
with them.

Ramla USA sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
17-24318) Nov. 20, 2017.  In the petition signed by CEO Yuji Ueno,
the Debtor estimated assets of $1 million to $10 million and $10
million to $50 million in debt.  The Debtor tapped Robyn B. Sokol,
Esq., at Brutzkus Gubner Rozansky Seror Weber LLP, as counsel.


RAMLA USA: Taps Perkins Coie as Special Counsel
-----------------------------------------------
Ramla USA Inc. seeks approval from the U.S. Bankruptcy Court for
the Central District of California to retain Perkins Coie LLP as
special counsel.

The firm will continue to represent Ramla USA in a case filed by an
employee against the company, Japan-based Ramla Co., Ltd. and
Masahiro Hirashima (Case No. CGC-16-552298) in San Francisco
Superior Court.  The complainant asserts an unsecured claim in the
amount of $4 million.

The firm's attorneys and their hourly rates are:

     Sue Stott            $685
     Jonathan Longino     $665
     Tyler Anthony        $465
     Amir Gamliel         $680

Payment of Perkins Coie's fees and expenses will be split equally
between Ramla USA and Ramla Japan.

Sara Chenetz, Esq., a partner at Perkins Coie, disclosed in a court
filing that her firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Perkins Coie can be reached through:

     Sara Chenetz, Esq.
     Perkins Coie LLP
     1888 Century Park East, Suite 1700
     Los Angeles, CA 90067
     Phone: +1.310.788.3218
     Fax: +1.310.788.3399
     E-mail: SChenetz@perkinscoie.com

                          About Ramla USA

Headquartered in Monrovia, California, Ramla USA Inc. is a small
organization in the restaurants industry located in Monrovia,
California.  It owns and operates traditional
Japanese/Izakaya-style restaurants.  Along with four restaurant and
food service locations currently in operation (located in Monrovia,
San Francisco, Palm Springs, and Los Angeles, California), it has
two non-operating locations in West Covina, California and Encino,
California that closed in early 2017 and mid-2016, respectively.
Each of the defunct locations still has liquor licenses associated
with them.

Ramla USA sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
17-24318) Nov. 20, 2017.  In the petition signed by CEO Yuji Ueno,
the Debtor estimated assets of $1 million to $10 million and $10
million to $50 million in debt.  The Debtor tapped Robyn B. Sokol,
Esq., at Brutzkus Gubner Rozansky Seror Weber LLP, as counsel.


RCR INT'L: Wants U.S. to Enforce Canadian Sale Orders
-----------------------------------------------------
RCR International, Inc., in its capacity as the authorized Foreign
Representative, and W.J. Dennis & Co., ask the U.S. Bankruptcy
Court for the District of Delaware to recognize and enforce in the
United States the approval and vesting order issued by the Superior
Court of Quebec, Commercial Division, in and for the Judicial
District of Montreal, for the sale of substantially all of the
Debtors' assets to Loxcreen Canada Ltd., doing business as M-D
Canada, a subsidiary of M-D Building Products, Inc., for

The Debtors ask the Court to set the hearing on the Motion for
March 13, 2018, and the objection deadline for noon, one business
day prior to the hearing date.

The Debtors began marketing efforts to initiate a sale as a going
concern in September 2017.  Those sale efforts continued after the
Debtors commenced proceedings under the Companies' Creditors
Arrangement Act (Canada) ("CCAC") in the Canadian Court on Nov. 21,
2017.  On the same date, the Canadian Court issued an initial
order, as amended and restated on Jan. 16, 2018, that, among other
things, granted a stay of proceedings against the Debtors.  The
Initial Order authorized the Debtors to conduct a sale and investor
solicitation process to solicit offers for the purchase of either a
part of or all of the Debtors' business. Additionally, under the
Initial Order, Ernst & Young, Inc. was appointed as monitor of the
Debtors in the Canadian Proceeding.  

On Jan. 16, 2018, the Initial Order was amended and restated to
authorize RCR to act as the foreign representative of the Debtors,
and to grant RCR authority to apply for recognition of the Canadian
Proceeding in the United States.  On Jan. 18, 2018, RCR, as Foreign
Representative, filed petitions in the Court under chapter 15 of
the Bankruptcy Code for recognition of the Canadian Proceeding
as a foreign main proceeding, thereby commencing their chapter 15
cases.  On Feb. 14, 2018, the Court entered a final order (D.I. 18)
granting recognition of the Canadian Proceeding as a foreign main
proceeding.

Unfortunately, the Debtors recently learned that two of their
largest customers have taken steps to end their business
relationships with the Debtors and move their business to a
competitor of the Debtors.  Despite their best efforts to preserve
these important customer relationships, the Debtors have not been
able to retain these customers.  As a result of the significant and
unanticipated loss in business, the Debtors were forced to expedite
the sale process in order to preserve the remaining value of their
business.  

The Debtors engaged Lincoln International, LLC, on Sept. 11, 2017,
to assist in the review and consideration of potential strategic
alternatives.  The Bank of Montreal ("BMO"), as the Debtors'
secured lender, was consulted during the selection of the Financial
Advisor and the Debtors have kept BMO regularly apprised throughout
the sale process.

At the deadline for submitting indications of interest ("IOI"), the
Financial Advisor received six IOIs, four from strategic buyers and
two from financial buyers.  The Debtors and the Financial Advisor
reviewed the IOIs with BMO.  The Phase 1 Bid Deadline was Dec. 21,
2017.  The Phase 1 Bid Deadline culminated in a total of 13 Phase 1
Bids from both strategic and financial bidders.  After a thorough
review of the Phase 1 Bids by the Debtors, with the assistance of
the Financial Advisor and the Monitor, and in consultation with
BMO, all Phase l Bidders were included in Phase 2 of the sale and
investor solicitation process ("SISP").

At the outset of Phase 2 of the SISP, the Financial Advisor
provided feedback and discussed the relative competitiveness of
Phase 1 Bids with certain Phase l Bidders to provide those Phase 1
Bidders with the best opportunity to make a competitive Phase 2
Bid.  On Feb. 7, 2018, the Debtors, through the Financial Adviser,
notified two Phase 2 Bidders of their selection as Successful
Bidders through the SISP.  

While the Debtors considered their options, the Financial Adviser
approached MD with respect to purchasing the Flooring and Hardware
and Seasonal Divisions.  MD indicated its interest in purchasing a
majority of the assets related to both Divisions.  With a view to
closing the MD transaction as quickly as possible and maximize
value, the Debtors worked diligently to formalize the MD
transaction.

The Debtors thereafter sought and obtained expedited sale relief
before the Canadian Court approving the sale of substantially all
of their assets to MD.  Furthermore, because the Sale includes
assets within the territorial jurisdiction of the United States,
the Debtors are also asking expedited sale relief from the Court.

The Purchase Agreement requires that the Canadian portion of the
Sale closes on March 9, 2018, with the funding for U.S.-located
Purchased Assets placed into escrow, held in trust by the
Court-appointed Monitor pending approval by the Court.  The Final
approval from the Court must be obtained before March 21, 2018, or
the funds are released back to MD.  The Foreign Representative
believes approving the Sale on an expedited basis is the best and
likely only chance to preserve and maximize value.

Pursuant to the Purchase Agreement, MD wants to acquire
substantially all of the Debtors' fixed assets, rolling stock,
inventories (including raw materials, packaging and
work-in-progress), intellectual property, marketing materials and
other assets, tangible or intangible, in respect of the Business,
save and except for the Excluded Assets.  The sale will be free and
clear of all liens, claims, encumbrances and other interests.

The salient terms of the Purchase Agreement are:

     a. a cash payment related to the Intellectual Property and all
other Purchased Assets other than the Excluded Assets;

     b. payment in full of prepaid deposits for In-Transit
Inventory;

     c. payment in full of In-Transit Inventory, net of Inventory
Deposits and Post-Filing Accounts Payable relating to In-Transit
Inventory;

     d. payment of 40% of the value of all On-Hand Inventory,
valued at the lower of the most recent cost or current manufactured
cost;

     e. the assumption of all liabilities and obligations relating
to the Purchased Assets;

     f. the reimbursement by MD to the Debtors of $2,443 CAD per
day, reflecting 50% of the occupancy costs relating to the
Boucherville Warehouse from the Closing Date to May 1, 2018, to
facilitate the removal of Inventory prior to May 1, 2018;

     g. the disclaimer of the current lease for the Longueuil
Warehouse and the reimbursement by MD to the Debtors for $74,686,
reflecting 100% of the occupancy costs relating to the Longueuil
Warehouse for the 30 day period between the Closing Date and the
Lease Termination Date;

     h. the execution of a Transactional Trademark License
Agreement to all the Debtors to use certain trademarks while the
Debtors liquidate the Carpet Inventory with six months of the
Closing Date, using commercially reasonable efforts; and

     i. the execution of a Transition Services Agreement  to assist
MD with the removal of Inventory from the Boucherville Warehouse.

Under the Purchase Agreement, a certain amount of the purchase
price will be segregated and held by the Monitor in trust relating
to the value of assets located in the United States.  The Escrow
Amount will be released to the Debtors upon the issuance of the
Proposed Order.  If the Debtors' Escrow Release Event does not
occur by March 21, 2018, the Monitor will remit the Escrow Amount
to MD and the inventory located in the United States is deemed to
be removed from the Purchased Assets.

The Purchase Agreement is subject to these main conditions:

     a. the Purchase Agreement is approved and a vesting order is
issued in the CCAA proceedings within three business days of its
execution;
     
     b. the Purchase Agreement is approved and a vesting order is
issued in these chapter 15 cases within 21 days after the service
of the Motion, and in all events prior to March 21 , 2018;

     c. no amounts will be owing by the Debtors to JBS Logistics,
Inc. under the Warehouse Services Agreement dated Oct. 1, 2017;

     d. the execution of the Intellectual Property Assignment
Agreement;

     e. the execution of the Transitional Trademark License
Agreement;

     f. the execution of the Transition Services Agreement;

     g. the disclaimer of the lease for the Boucherville Warehouse;
and

     h. closing by March 9, 2018.

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

    http://bankrupt.com/misc/RCR_International_21_Sales.pdf

There is no financing condition as part of the Purchase Agreement.
MD has sufficient cash from immediately available sources
(including existing committed financing sources) for the entire
amount of the purchase price and does not require additional
external financing to complete the transaction.  

The Purchase Agreement can be terminated by mutual written consent
or by MD: (i) for a material breach of the MD Agreement, (ii) the
failure to satisfy any of the closing conditions, or (iii) at MD's
election if the Purchased Assets, or a portion of them, are
materially damaged, destroyed, appropriated, expropriated or
seized.

In order to sell the Purchased Assets to the Purchaser in an
expedient manner, the Debtors ask the Court to waive the 14-day
stay set forth in Bankruptcy Rules 6004(h) and 6006(d).

The Purchaser:

          LOXCREEN CANADA LTD.
          5720 Ambler Drive
          Mississauga, Canada
          L4W 2B1
          Attn: Giuseppe Comitale, President
          Facsimile: (905) 625-3396
          E-mail: joe.c@mdteam.com

The Purchaser is represented by:

          Marc Wasserman, Esq.
          Andrea Lockhart, Esq.
          OSLER, HOSKIN & HARCOURT LLP
          1 First Canadian Place
          Suite 2600
          Toronto, Canada
          M5X 1B8
          Facsimile: (416) 862-6666
          E-mail: mwasserman@osler.com
                  alockhart@osler.com

The Monitor:

          ERNST & YOUNG, INC.
          800 Rene-Levesque Blvd. W.
          Suite 1900
          MontrEal, Canada
          H3B 1X9
          Attn: Martin P. Rosenthal
                Alex Morrison
                Martin Carriere
          Facsimile: (514) 395-4933
          E-mail: martin.rosenthal@ca.ey.com
                  alex.f.morrison@ca.ey.com
                  martin.carriere@ca.ey.com

The Monitor is represented by:

          FISHMAN FLANZ MELAND PAQUIN LLP
          1250 Rene-Levesque Blvd. W.
          Suite 4100
          Montreal, Canada
          H3B 4W8
          Attn: Gilles Paquin
          Facsimile: (514) 932-4170
          E-mail: gpaquin@ffmp.ca

                    About RCR International

Headquartered in Montreal, Canada, RCR International --
http://www.rcrint.com/-- is a consumer-based manufacturer of more
than 3000 products including weatherstripping, insulation
components, floor protection products and squeegees.

In 1996, Wilmington, DE-based WJ Dennis & Co. was purchased by RCR
International.  WJ Dennis is a manufacturer of complete lines of
products for professionals and do-it-yourselfers.  WJ Dennis sells
its products through two-step distribution, mass merchants and
hardware coops.  Its offices are maintained in Elgin, Illinois.
The company supplies its products to major retailers in the United
States including Menards, Aubuchon Hardware, Mills Fleet Farm, Farm
King, Hardware Hank, Trust Worthy Hardware Stores, ACE, Doit Best,
Marvin's, Sutherlands, Friedman's Home Improvement, Jerry's Home
Improvement Center, Busy Beaver and North40 Outfitters.  

RCR International, LLC (Bankr. D. Del. Case No. 18-10112) and W.J.
Dennis & Co. (Bankr. D. Del. Case No. 18-10115) filed their
voluntary petitions for relief under Chapter 15 of the Bankruptcy
Code on Jan. 18, 2018, to seek U.S. recognition of their
proceedings under the Creditors Arrangement Act, R.S.C. 1985, c.
C-36, as amended, before the Quebec Superior Court of Justice
(Commercial Division) in the Judicial District of Montreal,
Canada.

The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP; and
Thornton Grout Finnigan LLP as U.S. counsel.

The Canadian Court appointed ERNST & YOUNG, INC., as Monitor in the
CCAA cases.  FISHMAN FLANZ MELAND PAQUIN LLP is the counsel to the
Monitor.



REMINGTON OUTDOOR: Obtains Amendments to Ankura and BofA Loans
--------------------------------------------------------------
Remington Outdoor Company, Inc., said Thursday that on March 7,
2018:

     -- FGI Holding Company, LLC,

     -- FGI Operating Company, LLC,

     -- Ankura Trust Company, LLC, as successor administrative
        agent and successor administrative agent under the Term
        Loan Agreement dated as of April 19, 2012 by and among
        FGI Opco, FGI Holding, the guarantors and lenders from
        time to time party thereto, the Term Loan B Agent, as
        successor agent effective March 2, 2018, and the other
        parties party thereto (as amended, modified, or
        supplemented from time to time;

     -- ROC, and

     -- the other lenders party to the Term Loan B

have entered into an amendment of the Term Loan B Agreement.

Pursuant to the Term Loan B Amendment, the outside date for the
2018 Incremental Term Loan Commitments was extended to the date
that is five business days after the applicable date in which FGI
Opco must file the chapter 11 cases pursuant to Section 6 of the
Restructuring Support Agreement, dated as of February 11, 2018 (as
amended, supplemented, amended and restated or otherwise modified
from time to time) by and among ROC, FGI Opco and certain holders
or investment advisors or investment managers to holders of (i)
certain claims arising under the Term Loan B Agreement and (ii) the
Company's 7.875% Senior Secured Notes due 2020, as such date may be
extended from time to time.

On March 5, 2018, FGI Holding and FGI Opco entered into a
forbearance agreement with Ankura, ROC and the other Term Loan B
lenders.  Pursuant to the Term Loan B Forbearance Agreement, the
Term Loan B Agent and lenders party thereto agreed that they would
not, solely by reason of the existence of certain "Events of
Default" under Term Loan B, exercise certain rights or remedies
available under Term Loan B or the other financing agreements and
guaranties entered into in connection therewith.

Ankura has replaced Bank of America as administrative agent under
the term loan.

                BofA and ABL Lenders Amend Revolver

Remington also said Thursday that on March 7, 2018, the Company
entered into an amendment to the Loan and Security Agreement dated
as of April 19, 2012, among, inter alia, FGI Holding Company, LLC,
FGI Operating Company, LLC, the other borrowers and guarantors
party thereto, Bank of America, N.A., as administrative agent, and
the lenders party thereto.

Pursuant to the ABL Revolver Amendment, the administrative agent
and the lenders have agreed (i) that they would not, solely by
reason of the existence of certain "Events of Default", exercise
certain rights or remedies available under the Loan and Security
Agreement or the other financing agreements and guaranties entered
into in connection therewith (ii) and to extend the "Reduced Cash
Management Event Trigger Period" therein.

A copy of the Loan Amendments is available at https://is.gd/uV89uF


RENT RITE: Taps NAI Shames Makovsky as Real Estate Broker
---------------------------------------------------------
Rent Rite SuperKegs West, Ltd., received approval from the U.S.
Bankruptcy Court for the District of Colorado to hire NAI Shames
Makovsky as its real estate broker.

The firm will assist the Debtor in connection with the sale of its
real property located at 1400 Yosemite Street, in Denver,
Colorado.

The firm will be paid a sale commission of 5% or 6% of the gross
purchase price.  The listing price of the property is $4.25
million.

Paul Kahn, a real estate broker employed with NAI Shames Makovsky,
disclosed in a court filing that he and his firm do not hold any
interest adverse to the Debtor's estate.

The firm can be reached through:

     Paul Kahn
     NAI Shames Makovsky
     1400 Glenarm Place, Suite 100
     Denver, CO 80202
     Phone: + (303) 565-3034
     Email: pkahn@shamesmakovsky.com

                   About Rent Rite SuperKegs

Headquartered in Denver, Colorado, Rent Rite SuperKegs West Ltd.
leases warehouse space to tenants.  It owns a warehouse building
located at 3850 to 3900 E. 48th Avenue, Denver, Colorado.  

Rent Rite SuperKegs West sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 17-21236) on Dec. 11,
2017.  Thomas S. Wright, president, signed the petition.  The
Debtor first filed for Chapter 11 protection (Bankr. D. Colo. Case
No. 12-31592) on Oct. 18, 2012.

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

Judge Thomas B. McNamara presides over the case.

The Debtor hired Weinman & Associates, P.C., as counsel, and Allen
Vellone Wolf Helfrich & Factor P.C., as special counsel.

The Office of the U.S Trustee appointed an official committee of
unsecured creditors on Feb. 2, 2018.  The Committee retained Appel,
Lucas & Christensen, P.C., as its legal counsel.


RGL RESERVOIR: Main Street Values $721,000 Loan at 56% of Face
--------------------------------------------------------------
Main Street Capital Corporation has marked its $721,000 in loans
extended to privately held RGL Reservoir Operations Inc. to market
at $407,000 or 56% of the outstanding amount, as of Dec. 31, 2017,
according to a disclosure contained in a Form 10-K filing with the
Securities and Exchange Commission for the fiscal year ended Dec.
31, 2017.

Main extended to RGL Reservoir a Secured Debt -- 1% Current / 9%
PIK -- with a December 21, 2024 maturity.

RGL Reservoir Operations Inc. is a Canadian company in the oil &
gas services and equipment industry.


RICK'S PATIO: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rick's Patio, Inc.
           dba Rick's Patio Pool & Spa
           dba Spa Max
        1531 Pomona Road
        Corona, CA 92880

Business Description: Ricks Patio, Inc. -- https://spamax.com --
                      is a spa and hot tub dealer in Corona,
                      California.  The store opens daily from 9:00
                      a.m. to 6:00 p.m.  The Company previously
                      sought bankruptcy protection on Aug. 25,
                      2017 (Bankr. C.D. Calif. Case No. 17-17137).

Chapter 11 Petition Date: March 7, 2018

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Case No.: 18-11806

Judge: Hon. Mark D. Houle

Debtor's Counsel: Robert B. Rosenstein, Esq.
                  ROSENSTEIN & ASSOCIATES
                  28600 Mercedes St Ste 100
                  Temecula, CA 92590
                  Tel: 951-296-3888
                  Fax: 951-296-3889
                  E-mail: robert@thetemeculalawfirm.com

Total Assets: $792,677

Total Liabilities: $2.61 million

The petition was signed by Richard Joseph Colosimo, vice
president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 largest unsecured creditors is available
for free at https://www.scribd.com/document/373335425/cacb18-11806


RIO MOBILE: $1.3M Sale of Brownsville Property to Bennetts Approved
-------------------------------------------------------------------
Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Rio Mobile Home and R.V.
Parks, Inc.'s private sale of the real property located at 8801
Boca Chica Blvd., Brownsville, Cameron County, Texas to Jeff,
Daniel, and Amy Bennett for $1,250,000.

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

The purchase price will be paid via a cash down payment of $182,250
to be made at closing and a note executed by the Buyers payable to
the Seller for the $930,000 balance, earning 6% annual interest, to
be paid in 60 monthly payments of $5,576, with a final payment at
the end of the 60th month for all accrued and unpaid amounts due
under the note as set forth in the Commercial Contract - Improved
Property, by and between the Debtor, as the Seller, and to Jeff,
Daniel, and Amy Bennett, as the Buyers

At Closing, the Debtor will cause and instruct the title company
coordinating the sale of the Property to pay from the proceeds of
the sale of the Property, and the Debtor is authorized and directed
to pay, only the amounts as follows:

     a. all reasonable, usual and customary closing costs
associated with the sale of the Property pursuant to the terms of
the Sale Contract; and
     
     b. The following debts owed by the Debtor will be paid in the
order described below:

          i. The debt owed by the Debtor to the ad valorem taxing
authorities on their tax liens relating to the Property will be
fully paid from the sale proceeds at the time of the Closing.

         ii. The indebtedness owed by Debtor to Rudy De La Garza
relating to the Property will be fully paid from the sale proceeds
at the time of the Closing.

        iii. The Secured portion of the Internal Revenue Service
claim relating to the Property will be fully paid from the sale
proceeds at the time of the Closing.

         iv. The debt owed to the Texas Workforce Commission
relating to the Property will be fully paid from the sale proceeds
at the time of the Closing.

          v. The water and sewer bill owed by Debtor will be fully
paid from the sale proceeds at the time of the Closing, if it has
not been paid on the closing date.

Rudy De La Garza will release any and all liens on the Debtor's
other property, real or personal, to the extent that such liens
arise from the Property Loan, upon receipt of full payment of the
unpaid principal, accrued but unpaid interest, attorneys' fees and
other fees or charges owed by Debtor on the Property Loan.

The Internal Revenue Service will release any and all liens on the
Debtor's other property, real or personal, to the extent that such
liens exist against the Property, upon receipt of full payment of
the unpaid balance, accrued but unp aid interest, attorneys' fees
and other fees or charges owed by the Debtor that is the basis for
such liens.

All Cameron County ad valorem taxing entities will release any and
all liens on the Debtor's other property, real or personal, to the
extent that such liens exist against the Property, upon receipt of
full payment of the unpaid levy, accrued but unpaid interest,
attorneys' fees and other fees or charges owed by the Debtor on the
Property.

The net proceeds following the payment of all closing costs, all
first liens, all ad valorem tax liens, unemployment tax secured
claims, Internal Revenue Service secured claims on the Property and
the water and sewer bill owed by the Debtor, will be paid into the
Registry of the Court.

All other junior liens or encumbrances of any type which are
subordinate to the liens of Rudy De La Garza, the ad valorem taxing
entities, Texas Workforce Commission, and the Internal Revenue
Service are divested by the sale.

The sale is final and will be effective and enforceable immediately
upon entry and will not be stayed pursuant to Bankruptcy Rule
6004(g).

Notwithstanding anything in this Order to the contrary, the Order
relates to the release of all liens against the Property only, and
any and all other liens of Rudy De La Garza or other secured
creditors of the Debtor against any other property of the Debtor
will remain and continue in full force and effect.

A copy of the APA attached to the Order is available for free at:

    http://bankrupt.com/misc/Rio_Mobile_225_Order.pdf

                     About Rio Mobile Home
                          and R.V. Parks

Rio Mobile Home and R.V. Parks, Inc., is a Texas limited liability
corporation that owns, develops, and manages a mobile home and R.V.
park in Brownsville, Texas.  

Rio Mobile Home and R.V. Parks filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 16-10150) on May 10, 2016.  In
the petition signed by Dean Gutierrez, president, the Debtor
disclosed $16,117 in assets and $1,820,000 in liabilities.  

Judge Eduardo V. Rodriguez presides over the case.

Law Office of Antonio Martinez, Jr., P.C., is the Debtor's
bankruptcy counsel.


ROCACEIA LLC: Main Street Writes Off $30.7MM Loan
-------------------------------------------------
Main Street Capital Corporation has marked its $30,785,000 in loans
extended to privately held Rocaceia, LLC to market at $250,000 or
0.81% of the outstanding amount, as of Dec. 31, 2017, according to
a disclosure contained in a Form 10-K filing with the Securities
and Exchange Commission for the fiscal year ended Dec. 31, 2017.

Main extended to Rocaceia a 12% Secured Debt that had a January 8,
2018 maturity.

According to Main, the loan has been considered non-accrual and
non-income producing investment.

Main also noted, "Portfolio company is in a bankruptcy process and,
as such, the maturity date of our debt investments in this
portfolio company will not be finally determined until such process
is complete. . . .  [O]ur debt investments in this portfolio
company are on non-accrual status."

Rocaceia, LLC provided rigsite accommodation unit rentals and
related services.  On June 8, 2015, Rocaceia went out of business
as per its Chapter 11 liquidation filing under bankruptcy. Rocaceia
provides upstream construction services, oil field housing, and
housing support services. The company was founded in 2012 and based
in Tampa, Florida.

On June 8, 2015, Quality Lease and Rental Holdings went out of
business as per its Chapter 11 liquidation filing under bankruptcy.
Quality Lease, through its subsidiary, provided oilfield rental
equipment, products, and services. The company was incorporated in
2012 and based in El Campo, Texas.  As of January 14, 2013, Quality
Lease operated as a subsidiary of Rocaceia.


RSP PERMIAN: Moody's Hikes CFR to Ba3; Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded RSP Permian, Inc.'s Corporate
Family Rating (CFR) to Ba3 from B1, its Probability of Default
Rating to Ba3-PD from B1-PD and the ratings on its senior unsecured
notes to B1 from B2. The SGL-2 Speculative Grade Liquidity (SGL)
rating was affirmed. The rating outlook was revised to stable from
positive.

RSP Permian has significantly grown production and reserves while
only moderately leveraging its balance sheet," said Amol Joshi,
Moody's Vice President. "Moody's expects RSP Permian to continue
executing on its growth plan, leading to improving cash flow and
production based leverage metrics in 2018."

Upgrades:

Issuer: RSP Permian, Inc.

-- Corporate Family Rating, Upgraded to Ba3 from B1

-- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

-- Senior Unsecured Notes, Upgraded to B1 (LGD5) from B2 (LGD5)

Affirmations:

Issuer: RSP Permian, Inc.

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

Outlook Actions:

Issuer: RSP Permian, Inc.

-- Outlook, Changed to Stable

RATINGS RATIONALE

RSP Permian's Ba3 CFR reflects its strong cash margins derived from
high-quality oil production and improving cash flow based leverage
metrics. The rating also considers the company's increasing size
and scale with significant growth opportunities embedded in the
company's prolific Permian Basin acreage. Moody's expect RSP
Permian's 2018 operating cash flow to largely fund its capital
expenditures, positioning the company to begin generating free cash
flow in 2019 based on Moody's base price estimates. RSP Permian
operates most of its proved reserves, providing a high degree of
operational control and with it the flexibility to reduce spending
in a low commodity price environment. At the same time, the rating
considers RSP Permian's modest asset footprint in the Midland Basin
and Delaware Basin, and the significant capital needed to develop
these assets in West Texas.

The B1 senior unsecured notes rating reflects the subordination of
the notes to the large secured borrowing base revolving credit
facility and its priority claim to the company's assets. The size
of the revolver relative to RSP Permian's outstanding senior
unsecured notes results in the notes being rated one notch below
the Ba3 CFR under Moody's Loss Given Default Methodology.

RSP Permian should have good liquidity through mid-2019 as
indicated by the SGL-2 Speculative Grade Liquidity Rating. On
October 19, 2017, RSP Permian entered into an amendment to its
credit agreement, which increased the revolving credit facility
borrowing base to $1.5 billion, with an elected commitment of $900
million. At December 31, 2017, the company had $375 million
outstanding under its revolving credit facility. Moody's
anticipates that RSP Permian's operating cash flow will largely
fund its 2018 capital expenditures under Moody's price estimates,
and negative free cash flow can be funded with borrowings under its
revolving credit facility. The revolver requires RSP Permian to
maintain a current ratio in excess of 1x and debt to EBITDA below
4.25x, for which the company has sufficient compliance headroom
that Moody's expects to continue through mid-2019.

The stable outlook reflects Moody's expectation that RSP Permian
will continue to execute on its growth plans in the next 12-18
months while maintaining a good cost structure and favorable credit
metrics. If RSP Permian can sustain production approaching 100,000
barrels of oil equivalent (boe) per day along with a sizeable
economic drilling inventory, while maintaining retained cash flow
(RCF) to debt above 40% and the leveraged full-cycle ratio
approaching 2x, and generating free cash flow, the ratings could be
upgraded. The ratings could be downgraded if the company's capital
productivity were to significantly decline, RCF/debt falls below
25%, or the debt to average daily production ratio remains above
$25,000 per boe on a sustained basis.

RSP Permian, Inc. is an independent exploration and production
company formed in September 2013, focused on the acquisition,
exploration, development and production of unconventional oil and
associated liquids-rich natural gas reserves in the Permian Basin
of West Texas.

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



RSP PERMIAN: Moody's Hikes CFR to Ba3; Outlook Stable
-----------------------------------------------------
Moody's Investors Service upgraded RSP Permian, Inc.'s Corporate
Family Rating (CFR) to Ba3 from B1, its Probability of Default
Rating to Ba3-PD from B1-PD and the ratings on its senior unsecured
notes to B1 from B2. The SGL-2 Speculative Grade Liquidity (SGL)
rating was affirmed. The rating outlook was revised to stable from
positive.

RSP Permian has significantly grown production and reserves while
only moderately leveraging its balance sheet," said Amol Joshi,
Moody's Vice President. "Moody's expects RSP Permian to continue
executing on its growth plan, leading to improving cash flow and
production based leverage metrics in 2018."

Upgrades:

Issuer: RSP Permian, Inc.

-- Corporate Family Rating, Upgraded to Ba3 from B1

-- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD

-- Senior Unsecured Notes, Upgraded to B1 (LGD5) from B2 (LGD5)

Affirmations:

Issuer: RSP Permian, Inc.

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

Outlook Actions:

Issuer: RSP Permian, Inc.

-- Outlook, Changed to Stable

RATINGS RATIONALE

RSP Permian's Ba3 CFR reflects its strong cash margins derived from
high-quality oil production and improving cash flow based leverage
metrics. The rating also considers the company's increasing size
and scale with significant growth opportunities embedded in the
company's prolific Permian Basin acreage. Moody's expect RSP
Permian's 2018 operating cash flow to largely fund its capital
expenditures, positioning the company to begin generating free cash
flow in 2019 based on Moody's base price estimates. RSP Permian
operates most of its proved reserves, providing a high degree of
operational control and with it the flexibility to reduce spending
in a low commodity price environment. At the same time, the rating
considers RSP Permian's modest asset footprint in the Midland Basin
and Delaware Basin, and the significant capital needed to develop
these assets in West Texas.

The B1 senior unsecured notes rating reflects the subordination of
the notes to the large secured borrowing base revolving credit
facility and its priority claim to the company's assets. The size
of the revolver relative to RSP Permian's outstanding senior
unsecured notes results in the notes being rated one notch below
the Ba3 CFR under Moody's Loss Given Default Methodology.

RSP Permian should have good liquidity through mid-2019 as
indicated by the SGL-2 Speculative Grade Liquidity Rating. On
October 19, 2017, RSP Permian entered into an amendment to its
credit agreement, which increased the revolving credit facility
borrowing base to $1.5 billion, with an elected commitment of $900
million. At December 31, 2017, the company had $375 million
outstanding under its revolving credit facility. Moody's
anticipates that RSP Permian's operating cash flow will largely
fund its 2018 capital expenditures under Moody's price estimates,
and negative free cash flow can be funded with borrowings under its
revolving credit facility. The revolver requires RSP Permian to
maintain a current ratio in excess of 1x and debt to EBITDA below
4.25x, for which the company has sufficient compliance headroom
that Moody's expects to continue through mid-2019.

The stable outlook reflects Moody's expectation that RSP Permian
will continue to execute on its growth plans in the next 12-18
months while maintaining a good cost structure and favorable credit
metrics. If RSP Permian can sustain production approaching 100,000
barrels of oil equivalent (boe) per day along with a sizeable
economic drilling inventory, while maintaining retained cash flow
(RCF) to debt above 40% and the leveraged full-cycle ratio
approaching 2x, and generating free cash flow, the ratings could be
upgraded. The ratings could be downgraded if the company's capital
productivity were to significantly decline, RCF/debt falls below
25%, or the debt to average daily production ratio remains above
$25,000 per boe on a sustained basis.

RSP Permian, Inc. is an independent exploration and production
company formed in September 2013, focused on the acquisition,
exploration, development and production of unconventional oil and
associated liquids-rich natural gas reserves in the Permian Basin
of West Texas.

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



SCRIBEAMERICA INTERMEDIATE: S&P Assigns 'B' CCR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
medical scribe services company ScribeAmerica Intermediate Holdco
LLC. The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's senior secured credit
facility, consisting of a $20 million revolver and $250 million
term loan. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery to lenders in
the event of payment default."

ScribeAmerica is the largest medical scribe staffing company in the
U.S., with approximately 14,000 scribes serving over 2,500 medical
facilities in all 50 states. S&P said, "Our rating reflects the
risks associated with the company's operations in a highly
fragmented market with dozens of regional and local participants
and the threat of new entrants as well as health care providers
insourcing given the relatively low barriers to entry. Despite its
being a scaled player in the scribe service segment, we view the
company as a very narrowly focused provider given its exclusive
focus on scribe services, notwithstanding the minor add-on services
ScribeAmerica offers its clients through its QueueLogix POS coding
service and CareThrough patient coordination service companies."

The stable outlook on ScribeAmerica reflects S&P Global Ratings'
expectation that the company will continue to grow primarily
through organic means and drive margin expansion. S&P expects it
will use these resources to fund future acquisitions while it
maintains leverage between 4x-5x over the next two years.


SE PROFESSIONALS: Can Continue Using Cash Through March 31
----------------------------------------------------------
The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized SE Professionals, S.C., to
use cash collateral on an interim basis during the period March 4,
2018, through March 31, 2018, to the extent set forth in the
Budget.

In return to the Debtor's continued interim use of cash collateral,
Bank First National is granted the following adequate protection
for its purported secured interests in the property of the Debtor:

     (a) The Debtor will permit Bank First National to inspect its
books and records;

     (b) The Debtor will maintain and pay premiums for insurance to
cover all of its assets from fire, theft and water damage;

     (c) The Debtor will make available to Bank First National
evidence of that which constitutes as its collateral or proceeds;

     (d) The Debtor will properly maintain its assets in good
repair and properly manage its business;

     (e) Bank First National will be granted valid, perfected,
enforceable security interests in and to the Debtor's postpetition
assets, including all proceeds and products which become property
of the estate, to the extent and priority of their alleged
prepetition liens, but only to the extent of any diminution in the
value of such assets during the period from the Petition Date
through March 31, 2018; and

     (f) On or before March 15, 2018, and each month thereafter,
the Debtor will provide Bank First National with a budget-to-actual
report comparing actual income and expenses against those set forth
on the cash collateral budget approved for the preceding calendar
month.

A final hearing on the Debtor's Cash Collateral Motion is scheduled
to take place on March 20, 2018 at 10:30 a.m.

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

                 http://bankrupt.com/misc/ilnb17-18113-107.pdf

                      About SE Professionals

SE Professionals, doing business as Premier Vision, is a Wisconsin
service corporation which employs licensed optometrists and sells
eye-wear at three locations in the Milwaukee, Wisconsin area.  SE
Professionals' principal place of business is 840 W. Blackhawk St.,
Apt. 413, Chicago, Illinois, which is the residence of the
president, sole director and sole shareholder of SE, namely, D.
King Aymond, M.D.

SE Professionals filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 17-18113) on June 14, 2017.  In the petition signed by King D.
Aymond, M.D., president, the Debtor estimated $100,000 to $500,000
in assets and $1 million to $10 million in liabilities.

The case is assigned to Judge Donald R. Cassling.

The Debtor is represented by Arthur G Simon, Esq., at Crane,
Heyman, Simon, Welch & Clar.

No trustee, examiner or official committee of unsecured creditors
has been appointed in the case.


SEGA BIOFUELS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: SEGA Biofuels, LLC
        15333 Highway 82
        Nahunta, GA 31553

Business Description: SEGA Biofuels, LLC, a wholly owned
                      subsidiary of Nahunta Pellets LLC,
                      in engaged in industrial pellet
                      manufacturing and distribution.  The
                      Company owns production facilities
                      located in Nahunta, Georgia, that
                      manufactures wood pellets to be sold
                      in the United Kingdom and other parts
                      of Europe.  Wood pellets are a sustainable,
                      manufactured, biomass fuel meant to serve
                      as an alternative to fossil fuels.  The
                      Company previously sought bankruptcy
                      protection on Sept. 11, 2013 (Bankr. S.D.
                      Ga. Case No. 13-50694) and emerged from
                      Chapter 11 in 2014.

Chapter 11 Petition Date: March 7, 2018

Court: United States Bankruptcy Court
       Southern District of Georgia (Waycross)

Case No.: 18-50142

Judge: Hon. Michele J. Kim

Debtor's
Bankruptcy
Counsel:          CHIPMAN BROWN CICERO & COLE, LLP
                  1313 N. Market Street, Suite 5400
                  Wilmington, DE 19801
                  Tel: (302) 295-0191

Debtor's
Local
Bankruptcy
Counsel:          John Wesley Mills, Esq.
                  SEYFARTH SHAW, LLP
                  1075 Peachtree Street, NE, Suite 2500
                  Atlanta, GA 30309
                  Tel: 404-885-1500
                  Fax: 404-892-7056
                  Email: jmills@seyfarth.com

Debtor's
Financial
Advisor:          James Calandra (CRO)
                  CRS CAPSTONE PARTNERS LLC
                  176 Federal Street, 3rd Floor
                  Boston, MA 02110
                  Tel: (617) 619-3300

Debtor's
Noticing
Agent:            GARDEN CITY GROUP
                  P.O. Box 10474
                  Dublin, Ohio 43017-4074
                  Email: SEGAInfo@choosegcg.com
                  Web site: http://cases.gcginc.com/SEGA
   
Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by James Calandra, chief restructuring
officer.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at https://www.scribd.com/document/373341093/gasb18-50142


SHIEKH SHOES: Has Interim Approval to Obtain Loan, Use Cash
-----------------------------------------------------------
Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the
Central District of California has entered an interim order
authorizing Shiekh Shoes, LLC, to obtain a junior secured
postpetition term loan in the principal amount of up to $11,000,000
and continue using cash collateral, as and in an amount necessary
to pay operating and administrative expenses of the Debtor in
accordance with the Court-approved budget.

The Debtor is authorized to obtain the Second Term Loan from 10
Brothers Holdings LLC, and Anjum Shiekh ("Second Term Lender"). The
sole member of 10 Brothers Holdings LLC is the Shiekh S. Ellahi
2009 Family Trust Dated October 5, 2017, in which the Debtor's
principal Shiekh S. Ellahi has an interest.

The Second Term Lender is granted valid, binding, enforceable,
unavoidable and fully perfected security interests, liens and
mortgages in and upon all prepetition and postpetition real and
personal, tangible and intangible property and assets of the Debtor
of any kind or nature whatsoever, wherever located, whether now
existing or hereafter acquired or arising, including, without
limitation, all of the collateral that secures the First Term Loan.


Subject to the Carve-Out, the Second Postpetition Liens: (a) will
constitute security interests in and liens on all Postpetition
Collateral that is not otherwise subject to any Prior Lien; and (b)
will be immediately junior in priority to any and all Prior Liens,
all First Term Loan Liens, all Comvest Liens, and all liens granted
to Nike USA, Inc. under the Nike Vendor Financing Orders on or in
the Postpetition Collateral.

Absent either further agreement between the Debtor and Comvest
Capital II, L.P., or order of the Court, the Debtor's use of Cash
Collateral is permitted: (i) only with respect to the first week of
the Extended Budget, i.e., the week ending March 2, 2018 (the
"First Budgeted Week"); (ii) beyond the First Budgeted Week, only
with respect to the payment of rent for March 2018 as reflected in
the Extended Budget; and (iii) payment to Gordon Brothers as
reflected in the Extended Budget in an amount not greater than
$140,000.

In the event the Debtor and Comvest reach an agreement regarding
the further use of Cash Collateral pursuant to the Extended Budget,
the Debtor is required to file a notice to this effect with the
Court and the Extended Budget will be deemed approved in its
entirety. In the event the Debtor and Comvest reach an agreement
regarding the further use of Cash Collateral pursuant to a budget
modified from the Extended Budget, such Modified Extended Budget
will be subject to the consent of the Committee and, upon obtaining
such consent, such Modified Extended will be deemed approved upon
the filing of a notice and copy thereof with the Court.

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

               http://bankrupt.com/misc/cacb17-24626-536.pdf

                        About Shiekh Shoes

Based in Ontario, California, Shiekh Shoes, LLC --
http://www.shiekhshoes.com/-- is a shoe retailer company with 79
locations in California, five in Nevada, 11 in Arizona, 11 in
Texas, two in New Mexico, one in Oregon, six in Illinois, eight in
Michigan, and five in Washington.  Shiekh Shoes features brands
like Shiekh, Adidas, Puma, Timberland, Converse, among others.  It
offers dress, casual, athletic, infant, toddler, youth, basketball,
running, training, and skate shoes; slippers, sandals, wedges,
pumps, boots, high heels, and sneakers; and apparel.  The company
was founded in 1991.

Shiekh Shoes sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 17-24626) on Nov. 29, 2017.  In the
petition signed by CEO Shiekh E. Ellahi, the Debtor estimated total
assets and liabilities of $50 million to $100 million.

Judge Vincent P. Zurzolo presides over the case.

The Debtor tapped SulmeyerKupetz, APC as its legal counsel; DJM
Realty Services, LLC as real estate lease consultant; and KGI
Advisors, Inc., as its financial advisor.

On Dec. 11, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee is
represented by Cooley LLP.


SITV LLC: Main Street Values $10,400,000 Loan at 67% of Face
------------------------------------------------------------
Main Street Capital Corporation has marked its $10,429,000 in loans
extended to privately held SiTV, LLC to market at $7,040,000 or
67.5% of the outstanding amount, as of Dec. 31, 2017, according to
a disclosure contained in a Form 10-K filing with the Securities
and Exchange Commission for the fiscal year ended Dec. 31, 2017.

Main extended to SiTV, LLC a 10.375% Secured Debt that has a July
1, 2019 maturity.

Based in Glendale, Calif. SiTV, LLC, doing business as NUVOtv --
http://www.mynuvotv.com/-- provides television entertainment
services.  The Company offers television series, soap operas,
music, sports, realty shows, news channels, movies, and
video-on-demand services. SiTV serves customers throughout the
United States.


SKIP ONE SEAFOOD: Must File Plan and Disclosures Before June 5
--------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida orders Skip One Seafood, Inc. to file a plan
and disclosure statement on or before June 5, 2018.

The Disclosure Statement must, at the minimum, contain adequate
information pertaining to the Debtor in the following areas:

   (a) Pre- and post-petition financial performance;

   (b) Reasons for filing Chapter 11;

   (c) Steps taken by the Debtor since filing of the petition to
facilitate its reorganization;

   (d) Projections reflecting how the Plan will be feasibly
consummated;

   (e) A liquidation analysis; and

   (f) A discussion of the Federal tax consequences as described in
section 1125(a)(1) of the Bankruptcy Code.

If the Disclosure Statement is timely filed, the Court will review
its adequacy. If the Disclosure Statement is found to be adequate,
the Court will enter an order of conditional approval, establishing
pertinent deadlines and scheduling the Consolidated Hearing.

If the Debtor fails to file a Plan and Disclosure Statement by the
Filing Deadline, the Court will issue an Order to Show Cause why
the case should not be dismissed or converted to a Chapter 7.

Skip One Seafood, Inc. filed for chapter 11 bankruptcy protection
(Bankr. M.D. Fla. Case No. 18-00874) on Feb. 5, 2018 and is
represented by Leon A. Williamson, Jr., Esq. of Leon A. Williamson,
Jr., P.A.


SPECTRUM BRANDS: Fitch Affirms 'BB' IDR Over Proposed HRG Merger
----------------------------------------------------------------
Fitch Ratings has affirmed Spectrum Brands, Inc.'s Long-Term Issuer
Default Rating (IDR) at 'BB' following its proposed merger with HRG
Group, Inc., Spectrum's majority owner. The Rating Outlook is
Stable.  

Spectrum has proposed a merger with asset manager HRG, which
currently owns 58% of Spectrum's stock. HRG is a publicly traded
holding company that has recently divested most of its investments.
Its primary function is holding Spectrum shares. The merger would
essentially collapse HRG's role as holding company and HRG's
shareholders would become direct shareholders of Spectrum equity.
As part of the transaction, Spectrum is assuming $324 million of
HRG's remaining net debt.

Separately, in January 2018, Spectrum proposed a sale of its
batteries and lighting business to Energizer Holdings, Inc. for $2
billion in cash, or an approximately 12x multiple based on Fitch's
estimate of $170 million in business EBITDA. The company continues
to seek strategic alternatives for its appliances business and
believes it could generate around $1.6-billion-$1.7 billion in
gross proceeds. Assuming the successful divestiture of both
divisions, Spectrum would generate approximately $650 million of
EBITDA on $3 billion of revenue and could generate $200 million to
$250 million of FCF annually. Pro forma leverage for the sale of
both businesses would be 6x assuming no debt paydown. The company
would need to reduce total debt by around $1 billion to maintain
leverage under 4.5x, Fitch's current rating case. This compares
with 4.0x in fiscal 2017 (ended September 2017) and management's
public guidance of leverage trending in the 3.5x-4.0x range.

Spectrum's ratings continue to reflect the company's diverse
portfolio of strong brands across home improvement, pet, home and
garden, and auto care, which should allow low-single-digit revenue
growth over time. The rating considers Spectrum's recent EBITDA
margin improvement from the mid-teens to the current 19% range and
its good FCF generation of around $200 million annually pro forma
for the disposition of the batteries and bppliances businesses.
Finally, the rating reflects Spectrum's acquisitive nature, and
Fitch's expectations that FCF deployment toward debt reduction
following a debt-financed transaction would result in leverage
trending below 4.5x over time.

KEY RATING DRIVERS

Diversified Portfolio: Spectrum has broadened its already diverse
product portfolio in recent years through acquisitions, entering
both the hardware and home improvement and auto care businesses.
The portfolio is divided into five reporting segments: Global
Batteries and Appliances (40% of fiscal 2017 net sales), Hardware
and Home Improvement (25%), Pet (16%), Home and Garden (10%) and
Global Auto Care (9%). Spectrum currently sells products into more
than 160 countries, with 69% of fiscal 2017 sales in the U.S. and
Canada These products have resonated well with retail customers and
end consumers due to their generally non-discretionary nature,
replacement cycles, and innovation. Spectrum has seen organic
growth of around 2%-3% over the past three years, which in
combination with acquisition synergies, has led to EBITDA margin
growth from 16.5% in fiscal 2014 to 19.3% in fiscal 2017. Fitch
expects Spectrum's organic revenue growth prospects are in the
low-single-digit range, with organic EBITDA growth slightly above
revenue growth on modest margin expansion.

Divestiture of Batteries/Appliances Business: On Jan. 16, 2018, the
company announced a sale of the batteries business to Energizer for
$2 billion in cash. Fitch estimates the business generated
approximately $870 million in revenue (or around 17% of total
revenue) in fiscal 2017 and around $170 million in EBITDA and is
therefore being sold at a 12x multiple.

On Jan. 3, 2018, Spectrum announced it was exploring strategic
alternatives for both its global batteries and appliances business,
which together generated $2 billion in revenue (40% of total) and
$317 million in EBITDA (approximately one-third of total) in fiscal
2017. The division's brands include Rayovac, Black + Decker,
Remington and George Foreman. Revenue in the division has been down
by mid-single digits each of the past two years, trailing the
overall company's modestly positive organic growth of the past
several years. Batteries in particular have been in secular decline
given increased reliance on chargeable devices and less use of
devices that employ batteries.

Fitch estimates the appliances business generates around $1.1
billion in revenue and approximately $150 million in EBITDA. The
company has projected a potential sale price of around $1.6 -$1.7
billion or around 11x EBITDA, and proceeds for the sale of both
businesses would be used to reduce debt, invest in its existing
businesses and execute M&A.

The sale of the batteries and appliances business would modestly
improve the company's overall growth profile while moderately
reducing business and geographic diversification given 80% of pro
forma revenue would be generated in the U.S. and Canada. However,
given its broad exposure to consumer products end markets, the pro
forma business would remain highly diverse from a category
perspective. Assuming the successful divestiture of both divisions,
Spectrum would generate approximately $650 million of EBITDA on $3
billion of revenue and could generate $200 million to $250 million
of FCF annually. Pro forma leverage for the sale of both businesses
would be 6x assuming no debt paydown. The company would need to
reduce total debt by around $1 billion to maintain leverage under
4.5x.

Significant FCF, Improving Leverage: Spectrum's FCF improved to the
low $400 million range in fiscal 2016/2017 from approximately $300
million in fiscal 2014/2015. The increase in FCF is the result of
the successful integration of acquisitions, cost controls and
efficient working capital management. Spectrum's FCF is seasonal
with the fiscal fourth quarter generating virtually all of
Spectrum's annual FCF. Assuming the batteries and appliances
businesses are successfully disposed of, Fitch would expect pro
forma annual FCF of around $200 million.

Historically, Spectrum has been acquisitive, focusing on both large
transformative and smaller bolt-on acquisitions but has gradually
modified this strategy and is now focusing its efforts on bolt-on
acquisitions. The last transformative acquisition was Armored
AutoGroup Parent, Inc. in May 2015, which increased total
debt/EBITDA to 5.8x. Leverage has since declined to 4.0x in fiscal
2017. Prior to the impact of the batteries and appliances
divestitures or any debt-financed M&A activity, Fitch would expect
leverage to improve on EBITDA growth. Spectrum's ratings
incorporate the possibility of some debt-financed M&A activity over
time, with leverage expected to trend below 4.5x following any
acquisition through debt reduction and EBITDA growth.

Corporate Governance Overhang Removed: Spectrum has proposed a
merger with HRG, 58% owner of Spectrum's equity, which would
effectively make HRG's existing shareholders direct owners of
Spectrum equity. HRG has been dependent on Spectrum for cash flow,
particularly as HRG has divested other assets in its portfolio. The
merger, if successfully completed, would remove any outstanding
concerns regarding HRG directing cash flow deployment or strategic
decisionmaking for its benefit rather than other Spectrum
stakeholders.

As part of the agreement, Spectrum will assume HRG's estimated $324
million of net debt. While the increase in debt would have a
0.5x-1.0x impact on leverage (higher end of the range assuming the
batteries and appliances business are divested), Fitch would expect
Spectrum to use FCF and divestiture proceeds to reduce overall debt
to below 4.5x.

RECOVERY CONSIDERATIONS

Fitch has assigned Recovery Ratings (RRs) to the various debt
tranches in accordance with Fitch criteria, which allows for the
assignment of RRs for issuers with Issuer Default Ratings (IDR) in
the 'BB' category. Given the distance to default, RRs in the 'BB'
category are not computed by bespoke analysis. Instead, they serve
as a label to reflect an estimate of the risk of these instruments
relative to other instruments in the entity's capital structure.
Fitch assigned the first-lien secured debt an 'RR1', notched up two
from the IDR and indicating outstanding recovery prospects
(91%-100%) given default. Unsecured debt will typically achieve
average recovery, and thus was assigned an 'RR4', or 31%-50%
recovery.

DERIVATION SUMMARY

Spectrum's 'BB' IDR reflects the company's diverse portfolio of
strong brands across home improvement, pet, home and garden, and
auto care (assuming the batteries and appliances business are
sold), which should provide low-single-digit revenue growth over
time. The rating considers Spectrum's recent EBITDA margin
improvement from the mid-teens to the current 19% range and its
good FCF generation of around $200 million annually pro forma for
the disposition of the batteries and appliances businesses.
Finally, the rating reflects Spectrum's acquisitive nature, and
Fitch's expectations that FCF deployment toward debt reduction
following a debt-financed transaction would result in leverage
trending below 4.5x over time.

Spectrum is rated similarly to ACCO Brands Corporation (BB/Stable)
and Levi Strauss & Co. (BB/Positive). ACCO's rating reflects the
secular declines faced by much of the company's office
products-oriented portfolio, but a lower leverage expectation of
low-to-mid 2.0x. Levi's rating reflects its strong brand and market
share, somewhat mitigated by secular challenges in the mid-tier
apparel industry; Fitch expects Levi's leverage to trend below
3.5x.

KEY ASSUMPTIONS

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

Current business portfolio:
-- Organic revenue growth is projected to be 2%-3% annually from
    $5 billion in fiscal 2017.

-- EBITDA is expected to grow slightly faster than sales from
    approximately $970 million in fiscal 2017 toward $1.1 billion
    in fiscal 2021.

-- FCF is expected to trend around $450 million annually and
    could be used for share repurchases and tuck-in acquisitions.

Pro forma for sale of batteries and appliances businesses:
-- Organic revenue growth is projected to be 2%-3% annually from
    $3 billion in fiscal 2017.

-- EBITDA is expected to increase modestly to $640 million in
    fiscal 2018 and grow slightly faster than sales toward $700
    million in fiscal 2021.

-- FCF is expected to trend in the low-$200 million range
    annually and could be used for share repurchases and tuck-in
    acquisitions.

-- Leverage, which was 4.0x in 2017, is expected to remain below
    4.5x on modest EBITDA growth. The company could execute debt-
    financed M&A transactions but Fitch would expect leverage to
    trend below 4.5x within two to three years of any acquisition
    through EBITDA growth and/or debt paydown.

RATING SENSITIVITIES

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

-- A positive rating action could result if Spectrum sustains
    leverage below 4.0x while maintaining strong business
    momentum.

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

-- A negative rating action could result if sales declined by low

    single digits, yielding EBITDA erosion and sustained leverage
    above 4.5x. Alternatively, lower-than-expected asset sale
    proceeds deployment toward debt reduction or a debt-financed
    transaction, or, which reduced Fitch's confidence in the
    company's ability to return leverage to below 4.5x over the
    following 24-36 months would be viewed negatively.

LIQUIDITY

Spectrum's approximately $600 million of liquidity as of Dec. 31,
2017, including $138 million of cash and $454 million of revolver
borrowing availability, is adequate and supported by internal FCF
generation. In recent years working capital has been a net
contributor to cash flow, as the cash conversion cycle has
shortened. The $700 million secured revolver, which was upsized
from $500 million in 2017 and matures in March 2022, is primarily
used to fund seasonal working capital requirements.

As of Dec. 31 2017, the company had $1.3 billion of outstanding
term-loan principal due 2022, primarily U.S.-dollar-denominated
with approximately $30 million Canadian-dollar-denominated.
Spectrum has four outstanding unsecured bond issues totaling $2.3
billion, the earliest of which matures in 2022.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Spectrum Brands, Inc.
-- Long-Term Issuer Default Rating (IDR) at 'BB';
-- Senior secured revolving credit facilities at 'BBB-'/'RR1';
-- Senior secured term loans at 'BBB-'/'RR1';
-- Senior unsecured notes at 'BB'/'RR4'.

The Rating Outlook is Stable.


TAG MOBILE: Taps Gibson Law Group as Special Counsel
----------------------------------------------------
TAG Mobile, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire The Gibson Law Group as
special counsel.

The firm will advise the Debtor regarding state law contract
matters.  J.D. Milks, Esq., a senior attorney at Gibson who will be
providing the services, will charge an hourly fee of $275.

Mr. Milks disclosed in a court filing that his firm does not
represent any interest adverse to the Debtor's estate.

The firm can be reached through:

     J.D. Milks, Esq.
     The Gibson Law Group
     1304 W. Walnut Hill Ln., Suite 212
     Irving, TX 75038
     Phone: (817) 769-4044
     Fax: (817) 764-4313/(817) 769-4004
     E-mail: jd.milks@gibsonlawgroup.com

                        About TAG Mobile

Founded in 2010, Tag Mobile, LLC's line of business includes
providing two-way radiotelephone communication services such as
cellular telephone services.

On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern
District of Texas issued an order converting Tag Mobile's case from
Chapter 7 to Chapter 11 (Bankr. N.D. Tex. Case No. 17-33791).

Judge Stacey G. Jernigan presides over the case.  

Eric A. Liepins, P.C., is the Debtor's bankruptcy counsel.


TANK HOLDING: S&P Alters Outlook to Stable & Affirms 'B' CCR
------------------------------------------------------------
S&P Global Ratings revised its outlook on Lincoln, Neb.-based Tank
Holding Corp. to stable from negative and affirmed its 'B'
corporate credit rating on the company.

S&P said, "At the same time, we assigned our 'B' issue-level and
'3' recovery rating to the company's proposed first-lien credit
facilities, which include a $50 million revolver and a $382 million
first-lien term loan. The '3' recovery rating on the debt indicates
our expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of a payment default.

"The outlook revision reflects our expectation that the company's
debt leverage will decline and remain below 6.5x (from 6.6x as of
Sept. 30, 2017) over the next 12 months. Demand in the company's
agricultural, industrial and oil and gas markets has stabilized
after two years of challenging conditions and we forecast broadly
favorable end markets to drive modest revenue growth and continued
good cash flow generation in 2018.



TD MANUFACTURING: Seeks 3-Month Extension of Cash Collateral Use
----------------------------------------------------------------
TD Manufacturing, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado to authorize its continued use of cash
collateral.

Specifically, the Debtor is seeking a three month extension of the
use of cash collateral pursuant to the proposed Budget, on the same
terms and conditions set forth in the Cash Collateral Order. The
proposed Budget provides total expenses of $34,750 per month.

On June 14, 2017, the Court entered an Order approving the Final
Cash Collateral Motion and authorizing the Debtor to use cash
collateral through December 31, 2017. Thereafter, the Debtor
obtained the Court's approval for continued use of cash collateral
through March 31, 2018 through an Order entered on December 28,
2017. The Order further provides: "…the Debtor is authorized to
extend the cash collateral period on a three month basis after
March 31, 2018…"
The Debtor has filed a proposed Plan of Reorganization, which is
currently being solicited. The Debtor requires the continued use of
cash collateral which is necessary as it proceeds through the Plan
process, which includes the running voting and objection
deadlines.

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

            http://bankrupt.com/misc/cob17-14243-162.pdf

                    About TD Manufacturing

Based in Greeley, Colorado, TD Manufacturing LLC --
http://www.t-dmanufacturing.com/-- operates a metal manufacturing
and powder coating shop that specializes in plasma table cutting,
welding, sand blasting, and powder coating.

TD Manufacturing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 17-14243) on May 9, 2017.
In the petition signed by Luke Yockim, manager, the Debtor
disclosed $286,671 in assets and $1.40 million in liabilities.

The case is assigned to Judge Michael E. Romero.

Aaron A. Garber, Esq., at Buechler & Garber, LLC, serves as the
Debtor's bankruptcy counsel.

On Sept. 7, 2017, the Court appointed Dickensheet & Associates,
Inc., as auctioneer to the Debtor.


TIM ROSE: Cowen Buying Philadelphia Property for $300K
------------------------------------------------------
Tim Rose asks the U.S. Bankruptcy Court for the District of
Maryland to authorize the short sale of the real property located
at 209 N 4th Street, #C5, Philadelphia, Pennsylvania to Barbara
Cowen for $300,000.

A hearing on the Motion is set for April 2, 2018 at 11:00 a.m.  The
objection deadline is March 21, 2018.

The property is valued at approximately $334,154.  It is encumbered
by a secured claim of Cenlar Loan Admin & Reporting (Cenlar),
estimated at $307,566, and second deed of trust by E-Trade Bank c/o
Specialized Loan Servicing/Sls in the estimated amount of $59,136
as stated in its proof of claim.

The value of the property is less that the encumbrance and the
Debtor asked a short sale from the Lenders.  As a resulted, the
property was advertised for sale several months prior to the filing
of the bankruptcy. Based on the listing, the Debtor entered into a
sales contract with a buyer and the two lenders approved the short
sale.  However, prior to settlement, the Debtor filed for Chapter
11 Bankruptcy to protect his primary residence from foreclosure.
At the time, the Debtor would be unable to consummate the sale
without the Court's approval.

The Debtor and other co-owners entered into a contract for the
purchase of the property with the Buyer on Sept. 17, 2017 in the
amount $290,000, which was subsequently amended by addendum to
increase the sale price to $300,000 and reduce the commission from
6% to 5%.  However, since the filing of the bankruptcy the parties
have been unable to go to settlement without the Court's approval.

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

    http://bankrupt.com/misc/Tim_Rose_41_Sales.pdf

The proceeds of the sale would be used to satisfy normal costs of
closing, including but not limited to recordation, notarial, or
other fees; pro rata and unpaid property taxes or in such manner
approved by the Lender.  No distribution or payment would be made
to the Debtor as a result of the Short Sale.

After satisfaction of the amount, the remaining proceeds, will be
used to pay Cenlar Loan Admin & Reporting (Cenlar) and E-Trade Bank
in the proportion they agreed upon prior to approving the short
sale.  The purchaser of the property is in a hurry to close the
deal having entered into the agreement since September 2017.

The Creditor:

          CENLAR LOAN ADMIN &
          REPORTING (CENLAR)
          425 Phillips Blvd
          Ewing, NJ 08618- 1430

The Chapter 11 case is In re Tim Rose (Bankr. D. Md. Case No.
17-26973), filed on Dec. 20, 2017.


TITAN ACQUISITION: Moody's Assigns B3 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned ratings to Titan Acquisition
Limited consisting of a B3 corporate family rating (CFR), B3-PD
probability of default rating (PDR), Ba3 rating to the company's
new senior secured super priority revolving credit facility, B2
rating to its new senior secured term loan B, and Caa2 rating to
its new senior unsecured notes. The ratings outlook is stable.

Titan is a newly formed acquisition vehicle that will be merged
with Husky IMS International Ltd. (Husky) when the buyout closes.
As part of the rating action, Moody's also downgraded Husky's CFR
to B3 from B1, PDR to B3-PD from B1-PD and the existing first lien
credit facilities ratings to B3 from B1. Husky's ratings outlook is
stable. All of Husky's existing ratings and outlook will be
withdrawn when the buyout transaction closes.

Net proceeds from a new $2 billion first lien term loan B and new
$750 million senior unsecured notes, together with $1.234 billion
of common equity contributed by Husky's new financial sponsor,
Platinum Equity, will be used to fund the $3.85 billion purchase of
the company from Berkshire Partners and OMERS Private Equity and to
pay $134 million in fees, expenses and original issue discount. The
new $250 million revolving credit facility is not expected to be
drawn at close. The $3.85 billion purchase price includes Husky's
existing debt of $1.2 billion, which will be repaid at close.

"The two notch downgrade of Husky's CFR reflects the significant
increase in leverage (adjusted Debt/EBITDA to 8.3x from 4x at 2017)
post-closing of the acquisition by Platinum Equity, together with
expectations that the metric will remain above 7x in the next 12 to
18 months " said Peter Adu, a Moody's AVP.

Ratings Assigned:

Issuer: Titan Acquisition Limited (to be merged with Husky IMS
International Ltd. at close)

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$250M senior secured super priority revolving credit facility due
2023, Ba3 (LGD1)

$2,000M senior secured first lien term loan B due 2025, B2 (LGD3)

$750M senior unsecured notes due 2026, Caa2 (LGD5)

Outlook:

Assigned as Stable

Ratings Downgraded:

Issuer: Husky IMS International Ltd.

Corporate Family Rating, to B3 from B1; to be withdrawn at close

Probability of Default Rating, to B3-PD from B1-PD, to be
withdrawn at close

$110M senior secured first lien revolving credit facility due
2019, to B3 (LGD3) from B1 (LGD3); to be withdrawn at close

$1,475M (face value) senior secured first lien term loan due 2021
($1,225M outstanding), to B3 (LGD3) from B1 (LGD3); to be withdrawn
at close

Outlook:

Remains Stable; to be withdrawn at close

RATINGS RATIONALE

Titan's B3 CFR reflects its elevated leverage (8.3x pro forma for
the proposed buyout and refinance transaction), together with
Moody's expectation that the metric will remain above 7x in the
next 12 to 18 months. The rating also reflects volatile order
trends, cyclical demand and technology risks for its key product
(polyethylene terephthalate (PET) injection molding equipment) and
ownership by private equity, which creates doubt around the level
of deleveraging that will occur. The rating considers the company's
strong global market position in the PET pre-form market for
beverage packaging, good recurring revenue derived from a large
installed base, strong margins, good geographic diversity, and very
good liquidity.

The new revolving credit facility and term loan B are guaranteed by
material operating subsidiaries and benefit from a first priority
security interest in substantially all of Husky's assets. The
revolving credit facility's super priority position causes it to be
rated three notches above the B3 CFR, at Ba3, while the term loan,
which is ranked below the revolving credit facility, is rated one
notch above the CFR, at B2. The notes, which are guaranteed by
material subsidiaries, are rated two notches below the CFR, at
Caa2, to reflect their junior position in the debt capital
structure relative to the revolving credit facility and term loan.

Titan has very good liquidity. Sources, which exceed $340 million
compared to mandatory term loan repayment of $20 million in the
next four quarters, consist of about $243 million of availability
(after letters of credit) under its new $250 million revolving
credit facility due in 2023 and Moody's expected free cash flow
around $100 million in the next four quarters, albeit heavily
weighted to the fourth quarter. The company will have no cash when
the transaction closes and will have to rely on the revolving
facility for immediate cash needs. The revolving facility will have
no applicable financial covenant unless drawings exceed a certain
threshold, at which point a first lien leverage covenant comes into
effect. Moody's does not expect the covenant to be applicable in
the next four quarters. Titan has limited ability to generate
liquidity from asset sales as its assets are encumbered.

The outlook is stable because Moody's expects Titan to improve its
credit metrics through the next 12 to 18 months while maintaining
its solid margins and very good liquidity.

Titan's rating would be considered for upgrade if the company
demonstrates material growth in revenue and orders over time, and
sustains adjusted Debt/EBITDA below 6x (pro forma 8.3x) and
EBITA/Interest above 3x (pro forma 1.7x). Titan's rating would be
downgraded if liquidity weakens, possibly from negative free cash
flow generation, or if earnings deteriorates such that adjusted
Debt/EBITDA is sustained above 8x (pro forma 8.3x) and
EBITA/Interest below 1x (pro forma 1.7x). A debt funded dividend to
its private owner could also lead to a downgrade.

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

Titan Acquisition Limited is formed solely for the purpose of
acquiring Husky IMS International Ltd. Husky IMS International Ltd.
is a global manufacturer of injection molding equipment and related
components and services for the plastics industry. Revenue for the
fiscal year ended December 31, 2017 was about $1.3 billion. Husky
is headquartered in Bolton, Ontario, Canada.


TOMS SHOES: Main Street Values $4,875,000 Loan at 59% of Face
-------------------------------------------------------------
Main Street Capital Corporation has marked its $4,875,000 in loans
extended to privately held TOMS Shoes, LLC to market at $2,901,000
or 59% of the outstanding amount, as of Dec. 31, 2017, according to
a disclosure contained in a Form 10-K filing with the Securities
and Exchange Commission for the fiscal year ended Dec. 31, 2017.

Main extended to TOMS Shoes a Secured Debt -- LIBOR Plus 5.50%
(Floor 1.00%), Current Coupon 6.98% -- with an October 30, 2020
maturity.

Main says the index based floating interest rate is subject to
contractual minimum interest rate. A majority of the variable rate
loans in Main's investment portfolio bear interest at a rate that
may be determined by reference to either LIBOR or an alternate Base
Rate (commonly based on the Federal Funds Rate or the Prime Rate),
which typically resets semi-annually, quarterly, or monthly at the
borrower's option. The borrower may also elect to have multiple
interest reset periods for each loan. For each such loan, Main has
provided the weighted average annual stated interest rate in effect
at December 31, 2017.  Main adds that 67% of the loans (based on
the par amount) contain LIBOR floors which range between 0.50% and
2.25%, with a weighted-average LIBOR floor of approximately 1.02%.

TOMS Shoes -- http://www.toms.com/-- manufactures and sells
footwear, eyewear, bags, apparel, and accessories for men, women,
and kids.  The company also offers gifts cards, accessories,
jewelry, roasted coffee products, and other gifts.  It sells its
products online. The company was founded in 2006 and is based in
Los Angeles, California.  It operates as a subsidiary of TOMS Shoes
Holdings II, LLC.


TOPS HOLDINGS: Has Interim Nod on Postpetition Debt, Cash Use
-------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Tops Holding II
Corporation and certain of its affiliates to request extensions of
credit (in the form of loans and letters of credit) up to an
aggregate outstanding principal amount of not greater than (a)
$140,000,000 at any one time outstanding under the DIP ABL
Facility, and (b) $62,500,000 at any one time outstanding under the
DIP Term Loan Facility.

Pursuant to the terms and conditions of that certain senior
secured, super-priority debtor-in-possession Credit Agreement, by
and among the Borrowers, the Guarantors, and Bank of America, N.A.,
as administrative agent and collateral agent, for and on behalf of
itself and the other lenders party thereto, the Debtors are
authorized obtain senior secured postpetition financing on a
superpriority basis in the aggregate principal amount of up to
$140,000,000 (the "DIP ABL Facility") which will include a
$75,000,000 sublimit for the issuance of letters of credit.

Under the terms and conditions of that certain DIP Term Loan
Agreement, by and among Tops Market, LLC, the Guarantors, and
Cortland Capital Market Services LLC, in its separate capacities as
administrative agent and collateral agent (the "DIP Term Loan
Agent"), for and on behalf of itself and the other lenders party
thereto, the Debtor may obtain senior secured postpetition
financing on a superpriority basis in the aggregate principal
amount of up to $125,000,000 (the "DIP Term Loan Facility"),
consisting of: (a) $62,500,000, which will be made available to the
Debtors immediately following entry of the Interim Order, and (b)
$62,500,000, which will be made available to the Debtors
immediately following entry of the Final Order

Tops Markets, LLC and Tops PT, LLC (together, the "Borrowers"), and
Tops Holding LLC, Tops Holding II Corporation, Tops Markets II
Corporation ("Tops Market II"), Tops MBO Corporation, TM1, LLC,
Tops Gift Card Company, LLC, and Erie Logistics LLC (collectively,
the "Guarantors").

The Debtors are also authorized to use cash collateral solely to
meet payroll obligations and pay other expenses that the DIP
Agents, each in their sole discretion, approve as critical to keep
the business of the Debtors operating in accordance with the
Budget, and as otherwise agreed by the DIP Agents in their sole
discretion.

Moreover, the Debtors are authorized to pay, in accordance with the
Interim Order, the principal, interest, fees, payments, expenses,
and other amounts described in the DIP Documents as such amounts
become due and payable. All collections and proceeds, whether from
ordinary course collections, asset sales, debt or equity issuances,
insurance recoveries, condemnations or otherwise, will be deposited
and applied as required by this Interim Order and the DIP
Documents.

To secure the DIP Obligations, the DIP Agents, for the benefit of
themselves and the DIP Lenders, are granted, continuing, valid,
binding, enforceable, non-avoidable, and automatically and properly
perfected postpetition security interests in and liens on all
personal property and, solely with respect to the DIP Term Loan
Facility, all fee owned and leased real property to the extent
already subject to a mortgage in favor of the Secured Notes
Indenture Trustee.

The DIP Liens securing the DIP ABL Obligations are valid,
automatically perfected, non-avoidable, senior in priority and
superior to any security, mortgage, collateral interest, lien or
claim to any of the DIP Collateral.

In addition, the DIP Agents, on behalf of themselves and the DIP
Lenders are each granted allowed superpriority administrative
expense claims in each of the Cases and any Successor Cases for all
DIP Obligations.

As of the Petition Date, the aggregate principal amount of
Prepetition ABL Revolving Loans and the Prepetition ABL FILO Loan
outstanding under the Prepetition ABL Facility was not less than
$112,272,183, including: (a) $68,018,312 in outstanding principal
amount of Prepetition ABL Revolving Loans (including $34,254,871 in
letters of credit), and (b) $10,000,000 in outstanding principal
amount of the Prepetition ABL FILO Loan.

Pursuant to the Secured Notes Indenture, the Company issued
$560,000,000 in aggregate principal amount of Prepetition Secured
Notes. As of the Petition Date, the aggregate principal amount
outstanding under the Prepetition Secured Notes was $560,000,000.

As adequate protection of the interests of the Prepetition ABL
Parties in the prepetition collateral against any diminution in
value of such interests in the Prepetition Collateral, and solely
to the extent of such diminution of value, the Debtors grant to the
Prepetition ABL Agent, for the benefit of itself and the
Prepetition ABL Parties, continuing, valid, binding, enforceable,
and perfected postpetition security interests in and liens on the
DIP Collateral. The Debtors also grant to the Secured Notes
Indenture Trustee, for the benefit of itself and the Prepetition
Secured Notes Parties, continuing, valid, binding, enforceable, and
perfected postpetition security interests in and liens on the DIP
Collateral.

As further adequate protection, the Prepetition ABL Agent, on
behalf of itself and the Prepetition ABL Parties, is granted an
allowed superpriority administrative expense claim in each of the
Cases and any Successor Cases. Likewise, the Secured Notes
Indenture Trustee is granted an allowed superpriority
administrative expense claim in each of the Cases and any
Successor.

Moreover, the Debtors are directed to provide adequate protection
to the Prepetition ABL Parties in the form of payment in cash (and
as to fees and expenses, without the need for the filing of a
formal fee application) of:

      (i) interest (at the default rate) and principal due under
the Prepetition ABL Documents until the repayment in cash of the
Prepetition ABL FILO Loan;

     (ii) immediately upon entry of the Interim Order, payment of
the reasonable fees, expenses, and disbursements incurred by the
Prepetition ABL Agent arising prior to the Petition Date; and

    (iii) the reasonable fees, expenses, and disbursements incurred
by the Prepetition ABL Agent arising subsequent to the Petition
Date.

The Debtors are also directed to provide adequate protection to the
Prepetition Secured Note Parties in the form of payment in cash,
without the need for the filing of formal fee applications:

      (i) immediately upon entry of the Interim Order, the
reasonable fees, expenses, and disbursements incurred by the
Secured Notes Indenture Trustee and the informal committee of
Prepetition Secured Noteholders (the "Ad Hoc Committee"), including
the fees, expenses, and disbursements of (a) Paul, Weiss, Rifkind,
Wharton & Garrison, LLP, as counsel to the Ad Hoc Committee, and
(b) Lazard Freres & Co. LLC, as financial advisor to the Ad Hoc
Committee, in each case arising prior to the Petition Date; and

     (ii) the reasonable fees, expenses, and disbursements incurred
by the Secured Notes Indenture Trustee and the Ad Hoc Committee,
arising subsequent to the Petition Date.

The final hearing to consider entry of the Final Order and final
approval of the DIP Facilities is scheduled for March 20, 2018, at
2:00 p.m. Any party in interest objecting to the entry of the
proposed Final Order will file written objections with the Clerk of
the Court no later than on March 13, 2018.

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

          http://bankrupt.com/misc/nysb18-22279-54.pdf

                           About Tops

Tops Markets, LLC -- http://www.topsmarkets.com/-- is
headquartered in Williamsville, NY and operates 169 full-service
supermarkets with five additional by franchisees under the Tops
Markets banner.  Tops employs over 14,000 associates and is a
full-service grocery retailer in Upstate New York, Northern
Pennsylvania, and Vermont.

Tops Management, led by Frank Curci, its chairman and CEO, acquired
Tops in December 2013 through a leveraged buyout from Morgan
Stanley's private equity arm.  Morgan Stanley bought the company in
2007 from the Dutch retailer now known as Koninklijke Ahold
Delhaize NV.  In 2010, Tops acquired The Penn Traffic Company, a
local chain with 64 stores.  In 2012, it purchased 21 Grand Union
Family Markets stores.

Tops Holding II Corporation, and its subsidiaries, including Tops
Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 18-22279) on Feb. 21, 2018, to pursue a financial
restructuring that would eliminate a substantial portion of debt
from the Company's balance sheet and position Tops for long-term
success.

The Company disclosed total assets of $977 million and total
liabilities at $1.17 billion as of Dec. 30, 2017.

Weil, Gotshal & Manges LLP is serving as legal counsel to Tops;
Evercore Group L.L.C. is serving as Investment Banker; and FTI
Consulting, Inc., is serving as restructuring advisor.  Hilco Real
Estate, LLC, is the Debtors' real estate advisor.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims and noticing agent.


TOTAL DIAGNOSTIX: Case Summary & 6 Unsecured Creditors
------------------------------------------------------
Debtor: Total Diagnostix Labs, LLC
           fka Cquentia Series, LLC
        4770 Bryant Irvin Court, Suite 400
        Fort Worth, TX 76107

Type of Business: Total Diagnostix Labs, LLC operates a
                  diagnostic center in Forth Worth, Texas.

Chapter 11 Petition Date: March 7, 2018

Case No.: 18-40938

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Russell F. Nelms

Debtor's Counsel: Jeff P. Prostok, Esq.
                  FORSHEY & PROSTOK, LLP
                  777 Main St., Suite 1290
                  Ft. Worth, TX 76102
                  Tel: 817-877-8855
                  Email: jpp@forsheyprostok.com
                         jprostok@forsheyprostok.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Alan D. Meeker, chief executive
officer.

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

   https://www.scribd.com/document/373333341/txnb18-40938

List of Debtor's Six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Luminex                             Contract for         $312,954
PO Box 844222                     Reagents for LIS
Dallas, TX 75284-4222                    Sys.
Jeff Kallach/Kathryn Hudachek
Tel: 512-381-4367

Path-Tec LLC                       Supplier of Test       $80,520
PO Box 266                               Kits
Columbus, CA 31901-0266
Valerie Geter
Tel: 706-507-1445

Channel H. Inc.                         Lawsuit           $36,743
51 Market St. #R
PO Box 99
Amesbury, MA 01913
Robert Capelli
Email: robert@channelh.co

XIFIN                                 Settlement          $25,000
12225 El Camino Rd.                    Agreement
San Diego, CA 92130
Tammy Lawrence
Tel: 858-793-5700 ext. 2902

MedCo Data LLC                      Billing Services       $5,906
2002 N. Lois Ave., Suite 600
Tampa, FL 33607
Daniel E. Rodgers
Tel: 888-633-2632

Translational Software, Inc.        Software Services      $2,999
12410 SE 32nd St., Suite 250
Bellevue, WA 98005
Don Rule
Tel: 206-777-4063


TRIMUR PARTNERS: May Use Cash Collateral for Third Interim Period
-----------------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas authorized Trimur Partners, Inc., and its
affiliates to use cash collateral for the third interim period
pursuant to the Budget and on the same terms and conditions as in
the Second Interim Order.

The final hearing regarding the use of Cash Collateral was
scheduled for February 21, 2018, but has been continued at the
request of the Debtors and with the consent of the Bank until March
1, 2018 at 1:30 p.m.

A full-text copy of the Third Interim Order is available at

              http://bankrupt.com/misc/txwb18-10001-86.pdf

                      About KRK CP, LLC
                      and Trimur Partners

Cedar Park, Texas-based KRK CP, LLC, doing business as Kids R Kids
Cedar Park  -- https://www.krkcedarpark.com/ -- offers full time
care for children from six-weeks to five years including an
accredited academic curriculum and enrichment programs. The company
provides before and after school care for children from
kindergarten through 5th grade.  It also offers full day summer
camps for school age children.  Trimur Partners, Inc., KRK CP's
landlord, is an Austin, Texas-based company that is engaged in the
real estate leasing business.

Trimur Partners, Inc. and KRK CP, LLC, d/b/a Kids R Kids Cedar
Park, filed separate Chapter 11 petitions (Bankr. W.D. Tex. Case
Nos. 18-10001 and 18-10002, respectively) on Jan. 1, 2018.

In the petitions signed by Patrick W. Murphey, president, the
Trimur Partners disclosed $3,800,000 in assets and $3,780,000 in
liabilities; and KRK CP, LLC, estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities.

Frank B. Lyon, Esq., of Frank B. Lyon - Attorney At Law, serves as
the Debtors' counsel.


TWIFORD ENTERPRISES: Case Summary & 3 Unsecured Creditors
---------------------------------------------------------
Debtor: Twiford Enterprises, Inc.
        642 Horseshoe Creek Road
        Glendo, WY 82213

Business Description: Twiford Enterprises, Inc. is a privately
                      held company in Glendo, Wyoming in the crop
                      farming industry.  The Company owns in fee
                      simple 2870 acres of land and buildings
                      located at 642 Horseshoe Creek Road Glendo,
                      Wyoming having an appraised value of $4.65
                      million.  Its gross revenue amounted to
                      $2.23 million in 2017 and $2.38 million in
                      2016.

Chapter 11 Petition Date: March 7, 2018

Case No.: 18-20120

Court: United States Bankruptcy Court
       District of Wyoming (Cheyenne)

Judge: Hon. Cathleen D. Parker

Debtor's Counsel: Stephen R. Winship, Esq.
                  WINSHIP & WINSHIP, PC
                  145 South Durbin Street, Suite 201
                  Casper, WY 82601
                  Tel: 307-234-8991
                  Fax: 307-234-1116
                  Email: steve@winshipandwinship.com

Total Assets: $7.68 million

Total Liabilities: $6.49 million

The petition was signed by Jack Twiford, secretary.

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

    https://www.scribd.com/document/373348683/wyb18-20120


US WAY INC: EverBank Objects to Plan, Disclosure Statement
----------------------------------------------------------
EverBank Commercial Finance, Inc., objects to the confirmation of U
S Way, Inc.'s proposed small business chapter 11 plan and
disclosure statement dated Jan. 31, 2018.

The Plan and Disclosure Statement propose to treat EverBank's claim
as an allowed secured claim in the amount of $40,068.35, with
interest accruing at 5% commencing on the Petition Date, and Debtor
to pay EverBank $3,000 per month until EverBank's claim is paid in
full. However, as set forth in the Amended Claim, as of the
Petition Date, Debtor was indebted to EverBank in an amount not
less than $130,027.52.

Accordingly, EverBank objects to the Debtor's Disclosure Statement
and the proposed treatment of EverBank's secured claim under the
Plan. The Disclosure Statement does not contain adequate
information for EverBank to make an informed decision because it
does not accurately reflect the Amended Claim amount and does not
state the repayment schedule. The Plan does not meet the
requirements of Chapter 11 because the Debtor does not provide for
the full payment of EverBank's secured claim.

A copy of EverBank's Objection is available at:

    http://bankrupt.com/misc/insb17-07277-11-95.pdf

EverBank Commercial Finance, Inc. is represented by:

     Jeffrey M. Monberg
     Quarles & Brady LLP
     300 N. LaSalle Street, Suite 4000
     Chicago, IL 60654
     (312) 715-5162
     Fax: (312) 715-5155
     Email: jeff.monberg@quarles.com

                     About U S Way, Inc.

Based in Johnson, Indiana, U S Way, Inc. filed Chapter 11 petition
(Bankr. S.D. Ind. Case No. 17-07277) on September 22, 2017.  Judge
Robyn L. Moberly presides over the case. David R. Krebs, Esq., at
Hester Baker Krebs LLC.  The Debtor estimated less than $1 million
in assets and liabilities.


WALLER MARINE: $980K Sale of Houston Property to Houston Lab Okayed
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized David Brice Waller and Waller Marine,
Inc. ("WMI") to sell the commercial building located at 14410 W.
Sylvanfield Dr., Houston, Texas, with the legal description Res D1
Northchase, to Houston Lab Office & Warehouse Management, LLC for
$980,000

The closing will occur as provided in the executed contract and the
Buyer is entitled to possession of the Property at closing.

Waller is authorized to pay from the sales proceeds any outstanding
ad valorem tax liabilities, property associations fees due on the
Property, commissions owed to realtors, costs and fees necessary to
close the sale.  After payment of Closing Costs, Waller is
authorized to pay the remaining proceeds from the sale to Comerica
Bank less $100,000, for which he will use to apply towards
improvements to 14420 W. Sylvanfield Dr., Houston, Texas.

The sale of the Property to the Buyer will be made free and clear
of all liens, claims, interests, and encumbrances, aside from
accrued 2018 statutory tax liens held by ad valorem taxing
entities.  With the exception of the 2018 ad valorem tax liens, the
Property will be conveyed free and clear of such liens, claims,
interests, and encumbrances regardless of whether such liens,
claims, interests, and encumbrances are paid in full.

Upon Waller's or the Buyer's request, any and all holders of any
liens or encumbrances filed of public record or arising by statute,
including ad valorem tax liens, are hereby ordered to execute a
release of such liens and encumbrances as, but only to the extent,
that they affect the Property.

                     About Waller Marine Inc.

Waller Marine, Inc. -- http://www.wallermarine.com-- provides
design, construction management, regulatory assistance, project
development and contractual compliance to the marine transportation
and offshore industries.  Founded in 1974 and based in Houston,
Texas, WMI is a licensed engineering firm with EPC capabilities.
It claims to be a leader in Floating Gas to Liquids (GTL), Floating
Power Generation and Floating Liquefaction.

Waller Marine filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 17-34230) on July 7, 2017, estimating its assets
and liabilities at between $1 million and $10 million.  The
petition was signed by David B. Waller, president, who also sought
bankruptcy protection (Bankr. S.D. Tex. Case No. 17-34047) on June
30, 2017.  Judge Jeff Bohm presides over the case.  The cases are
now jointly administered.

Christopher Adams, Esq., at Okin & Adams LLP, serves as the
Debtor's bankruptcy counsel.

On Aug. 24, 2017, the Court appointed Vanguard Commercial Group ­
Gulf Coast, LLC as real estate broker.


WORLD VIEW: Permitted to Use Up to $209.5K Cash Collateral
----------------------------------------------------------
The Hon. Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized World View International
Trade LLC to use up to $209,508 cash collateral as set forth in the
budget.

Old National Bank having consented to the use of cash collateral,
is granted a perfected security interest and replacement liens in
the Debtor's postpetition assets to the same extent and with the
same priority that they have by virtue of the prepetition perfected
security interests as of the Petition Date, only to the extent of
post-petition diminution of the value of the collateral.

For adequate protection, all indebtedness due to Old National Bank
will have priority over any and all costs and expenses of
administration or other priority claims in the Chapter 11
proceeding, including those administrative expenses.

In addition, the Debtor will pay Old National Bank 5% of gross
revenue a month.  The first payment will be due on March 10 2018
for February 2018 with subsequent monthly payments beginning April
2018.  The Debtor is required to furnish prior month's bank
statements with payment to verify gross revenue.

Until satisfaction of all indebtedness, the Debtor is directed to:
(a) furnish Old National Bank with all financial and other
information reasonable requested by Old National Bank; (b) maintain
such fire, hazard and extended coverage insurance on all of the
collateral to the full replacement value of the collateral and the
Debtor will designate Old National Bank as additional loss payee,
lender loss payable and additional insured on all such insurance
policies and requiring the insurers to notify the Bank before
cancellation of the policies; (c) prepare and transmit to Old
National Bank, on a monthly basis written financial reports; (d)
permit Old National Bank to conduct any and all audits or reviews
of Debtor's books and records as the Bank will deem necessary and
to make copies therefrom; and (e) maintain all bank accounts at Old
National Bank.

Furthermore, the Debtor is required to duly pay and discharge all
post-petition taxes, assessments, and other governmental charges as
the same will become due and payable. The Debtor will also pay when
due, all administrative taxes and U.S. Trustee quarterly fees,
personal property taxes.

The Debtor's permission to use cash collateral will terminate upon
the occurrence of any of the following: (a) Debtor's failure to
abide by any of the terms and conditions contained in this Order,
any debtor in possession order, or any other order of this court;
(b) an order being entered dismissing this case or converting it to
a case under Chapter 7 of the Bankruptcy Code, appointing Trustee
to perform any duties of the Debtor, or terminating the authority
of the Debtor to conduct business; or (c) Debtor's cessation of
operations for any reason.

If an objection is timely filed, the final hearing on the Debtor's
continued use of cash collateral will be held on March 19, 2018 at
2:00 p.m.

A full-text copy of the Order is available at

          http://bankrupt.com/misc/mieb18-41982-24.pdf

                   About World View International

World View International Trade LLC -- http://worldviewexport.com/
-- is a limited liability company headquartered in Ann Arbor,
Michigan.  World View was launched in 2011 with the goal of
providing beef hides to Asian markets for further refinement into
semi-finished and finished goods.  Initially focused on bulk
container shipments, World View now directly services individual
meat processors, butchers and locker plants around the country with
daily pickup service, while still maintaining its commitment to
bulk shipment suppliers. Direct Export Management now provides over
100 local meat processors from all over the country with the most
direct route to Asian tanneries.

World View International Trade filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 18-41982) on Feb. 16, 2018.  In the petition
signed by Jeffrey Wilkerson, manager, the Debtor estimated at least
$50,000 in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Phillip J. Shefferly.  Donald C.
Darnell, Esq., is the Debtor's counsel.


ZHARKO KALAJ: Traylor Investments Buying Graham Property for $565K
------------------------------------------------------------------
Zharko Mark Kalaj of the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the sale of the building situated on
a 5 acre tract with the municipal address of 338 North Cliff Drive,
in the City of Graham, Young County, Texas to Traylor Investments,
LLC for $565,000, subject to higher and better offers.

One of the assets of the estate is the N. Cliff Property.  The
North Cliff Property has been aggressively marketed since August
2017.  The Debtor received one prior offer for the property for a
higher purchase price, but the offer contained terms unfavorable to
the Debtor.  The Debtor countered with more favorable terms and the
buyer did not respond.

The objection deadline is March 26, 2018.

The Debtor proposes to sell the N. Cliff Property for $565,000 cash
to a second buyer pursuant to the attached North Texas Commercial
Association of Realtors Commercial Contract of Sale.  The tax
appraised value of the property is $466,800.  The offer which
formed the basis for the Contract of Sale is the highest and best
offer for the property that the Debtor has received.

The N. Cliff Property is encumbered by a first lien deed of trust
held by Graham Industrial Association in the amount of $448,516 and
an unrecorded statutory lien in favor of IRS in the amount of
$1,156.  

From the proceeds of the sale, the Debtor will make these payments
at the act of sale:

     a. Graham Industrial Association will be paid $448,516, which
total may be modified by accrued interest, post-petition tax
payments made by Graham Industrial Association and adequate
protection payments made by the Debtor.

     b. Internal Revenue Service in the amount of $1,156.

     c. Henry S. Miller commission at 6% of sale price.

     d. Costs and other expenses normally paid in sales of this
nature.

The sale of the Property is based on the sound business judgment of
the Debtor.  The sale will permit the Debtor to satisfy the Order
Lifting Stay relating to this property.  The sale will fully pay
the Debtor's largest creditor and provide operating capital to the
debtor which will enable him to avoid a foreclosure, move, pay
unsecured debt, market personal property of the estate or confirm a
plan.

The proposed sale to the Buyer is subject to higher and better
offers and the sale represents the highest and best offer the
Debtor has received for the Property.

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

        http://bankrupt.com/misc/Zharko_Kalaj_72_Sales.pdf

The Debtor asks that the Court orders that the 14-day stay under
Fed. R. Bankr. P. Rule 6004(g) will not apply so that the parties
can proceed with closing immediately.

Zharko Mark Kalaj sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 17-32256) on June 6, 2017.  The Debtor tapped Charles R.
Chesnutt, Sr., Esq., at Charles R. Chesnutt, P.C., as counsel.


[*] Default Rates for Project Finance Bank Loans Remain Stable
--------------------------------------------------------------
Moody's Investors Service has released its annual study on default
and recovery rates for project finance bank loans, which examines
7,052 global project finance transactions during a 34 year period
from 1 January 1983 to December 31, 2016. For the projects in the
data set, Moody's found a 10-year cumulative default rate of 6.4%
and an average recovery rate of 79.3%, consistent with the findings
of last year's study.

The updated study, "Default Research: Default and Recovery Rates
for Project Finance Bank Loans, 1983-2016," confirmed that marginal
default rates for project finance bank loans are similar to
marginal default rates for high speculative-grade corporate issuers
during the first three years following financial close. They fall
over time, however, and trend toward rates consistent with the
single-A rating category by year seven following financial close.

Ultimate recovery rates for project finance bank loans are similar
to ultimate recovery rates for senior secured corporate bank loans,
according to the report. The most likely recovery rate remains
100%, however, which is observed in over 60% of cases.

"Our findings continue to suggest that the risk allocation,
structural features, underwriting disciplines and incentive
structures characterizing the project finance asset class have
proven effective," says Kathrin Heitmann, a vice president and
senior analyst at Moody's, and a co-author of the report.

The study, which updates a previous report from March 2017, is 10%
larger and accounts for approximately 64% of all project finance
transactions originated globally between 1983 and 2016. It is based
on data provided by a consortium of project finance lenders and
investors managed by Moody's Analytics. For the first time, the
study includes a summary of key findings for a curtailed time
horizon and a comparison of the credit performance of certain
subsets of projects by economy type.

Curtailing the time horizon to 1995-2016 results in modestly lower
default rates, but recovery rates show limited variation when
compared to the full data set.

Analysis of cumulative default rates for various regions suggests
that cumulative default rates tend to vary by project jurisdiction,
with cumulative default rates below or close to the study average
in OECD countries, European Economic Area countries and high-income
economies. The data set reveals no clear indication if project
jurisdiction has a material impact on recovery rates.

For the 1,650 public-private partnerships (PPPs) included in the
study, the 10-year cumulative default rate was 4.3%, representing a
decrease from the 5.2% rate reported in the March 2017 study. The
average ultimate recovery rate for PPPs remained unchanged, and
exceeded that of the study data set as a whole.


                            *********

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,
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is compiled on the Friday prior to publication.  Prices reported
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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
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