/raid1/www/Hosts/bankrupt/TCR_Public/180321.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Wednesday, March 21, 2018, Vol. 22, No. 79

                            Headlines

4 WEST HOLDINGS: Unsecureds to Get Payment from Claims Cash Amount
45 RHODE ISLAND: Hires James M. Towarnicky, PLLC, as Counsel
ADAMIS PHARMACEUTICALS: Incurs $25.5 Million Net Loss in 2017
ALPHATEC HOLDINGS: L-5 Healthcare Reports 29.6% Stake
AMERICAN GREETINGS: Moody's Assigns B2 Corporate Family Rating

AMERICAN RESOURCES: A.M. Best Withdraws 'D' Fin. Strength Rating
APPVION INC: Assets to Auctioned on April 23
ARO LIQUIDATION: US Trustee, et al., Object to Revised Plan
ATLAS FINANCIAL: A.M. Best Puts 'B-' Longterm ICR Under Review
B. VALDEZ CONSTRUCTION: Sale of Assets to Fund Proposed Plan

BASIC ENERGY: Moody's Withdraws B3 Corporate Family Rating
BI-LO HOLDING: Moody's Lowers PDR to D-PD on Restructuring Plan
BI-LO HOLDING: S&P Lowers CCR to 'CC', On CreditWatch Negative
BIG HEARTED BOOKS: Voluntary Chapter 11 Case Summary
BOWLERO CORP: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable

BRANDENBURG FAMILY: Taps Century 21 as Real Estate Broker
BRAVO MULTINATIONAL: May Issue 6M Shares Under 2018 Stock Plan
CASTLE KEY: A.M. Best Affirms 'B-(fair)' Finc'l. Strength Rating
CENVEO INC: Court Approves Motion for Examiner Appointment
CHARLESTON ASSOCIATES: Dist. Ct. Reverses Judgment Against New Boca

CHEROKEE PHARMACY: T.J. Gentle Appointed as Ombudsman
CLAIRE'S STORES: S&P Cuts CCR to 'D' Following Chapter 11 Filing
CLEAR CHANNEL: iHeart Bankruptcy No Impact on Moody's B3 CFR
COTY INC: S&P Affirms 'BB' CCR on Planned Recapitalization
CUMULUS MEDIA: Taps Clarick Gueron as Conflicts Counsel

CYTORI THERAPEUTICS: Takes Up STAR Clinical Trial Results with FDA
DELCATH SYSTEMS: Widens 2017 Net Loss to $45.1 Million
EMPIRE CAPITAL: Chapter 15 Case Summary
ERIN ENERGY: Incurs $151.9 Million Net Loss in 2017
ETCHER FARMS: Case Summary & 20 Largest Unsecured Creditors

EXCO RESOURCES: Posts $24.4 Million Net Income in 2017
EXPERT CAR: Case Summary & 12 Unsecured Creditors
FILTRATION GROUP: Moody's Affirms B2 CFR; Outlook Stable
FIRST NBC: Debtor & Committee File Separate Chapter 11 Plans
FIRSTENERGY SOLUTIONS: Borrows $500M Under 2016 Credit Agreement

FTI CONSULTING: S&P Alters Outlook to Stable & Affirms 'BB+' CCR
GASTAR EXPLORATION: Deregisters $300M Unsold Securities
GASTAR EXPLORATION: Lowers Net Loss to $61.2 Million in 2017
GENWORTH LIFE: A.M. Best Lowers FSR to 'B-(fair)'
GREAT FALLS DIOCESE: Committee Allowed to Pursue Avoidance Actions

GUARDION HEALTH: Weinberg & Company Raises Going Concern Doubt
HARLEM MARKET: Case Summary & 20 Largest Unsecured Creditors
HARVEY GULF: Disclosure Statement Hearing Set for April 24
HEALTHIER CHOICES: Swings to $9.9 Million Net Loss in 2017
HECLA MINING: S&P Places 'B' Corp. Credit Rating on Watch Positive

HELIOS AND MATHESON: Signs Lock-Up Agreement with CEO
HELIOS AND MATHESON: Will Spin-Off Zone Technologies
HISTORIC HABITATS/RUBI: Voluntary Chapter 11 Case Summary
HOP 1 ENTERPRISES: Court Confirms Third Amended Reorganization Plan
IHEARTCOMMUNICATIONS INC: Fitch Cuts IDR to D on Parent Bankruptcy

INOVALON HOLDINGS: S&P Assigns B Corp. Credit Rating, Outlook Pos.
INRETAIL SHOPPING: Moody's Assigns Ba2 Rating to Sr. Unsec. Notes
INTERPACE DIAGNOSTICS: Incurs $5M Net Loss in Fourth Quarter
IPC CORP: S&P Alters Outlook to Stable & Affirms 'B-' CCR
KBR INC: Moody's Assigns B1 Corp. Family Rating; Outlook Stable

KBR INC: S&P Assigns 'B+' Corporate Credit Rating, Outlook Stable
KONA GRILL: Extends Maturity of 2016 Credit Pact Until 2020
LAKEWOOD AT GEORGIA: Case Summary & 20 Largest Unsecured Creditors
LEGACY RESERVES: Baines Creek Has 15% Stake as of Feb. 28
LIFEPOINT HEALTH: Moody's Affirms Ba2 CFR; Outlook Stable

LIGHTSTONE HOLDCO: S&P Affirms 'BB-' Ratings on $1.77BB Loans
LIGNUS INC: Wells Fargo to be Paid $2,600 Monthly Under Latest Plan
LKQ CORP: S&P Affirms 'BB' CCR Amid Plans to Acquire Stahlgruber
LOCKWOOD HOLDINGS: Taps Imperial Capital as Investment Banker
LOEHMANN'S HOLDINGS: GFI Bid to Reargue NY Court Order Rejected

MARQUIS DIAGNOSTIC: Asks Court to Waive Appointment of PCO
MATTEL INC: Moody's Lowers Corporate Family Rating to Ba3
MB INDUSTRIES: Dooley Parties' Bid to Withdraw Reference Junked
MRI INTERVENTIONS: Reports $7.1 Million Net Loss for 2017
MUD CONTROL: Unsecureds to Receive $10K Paid in Quarterly Basis

MULTIMEDIA PLATFORMS: Wants Hearing on UST Motion Moved to April 11
NAKED BRAND: Kai-Hsiang Lin Will Quit as VP of Finance
NATURE'S SECOND CHANCE: Voluntary Chapter 11 Case Summary
NAVIDEA BIOPHARMACEUTICALS: Swings to $74.9M Net Income in 2017
NORTH STATE ASSOCIATES: Taps T. Square as Real Estate Broker

P F CHANG: S&P Cuts Corp Credit Rating to 'CCC+', Outlook Negative
PAC ANCHOR: Committee Taps Van Horn Auctions as Appraiser
PACIFIC DRILLING: Authorized to Continue Compensation Programs
PACIFIC DRILLING: Parties Oppose Exclusivity Extension
PANADERIA ZULMA: Taps Financial Attorneys as Notary Public

PATRIOT NATIONAL: Disclosures Approved, Apr. 24 Plan Hearing Set
PEARL AGGREGATE: Hires De Leo Law Firm LLC as Counsel
PEARL AGGREGATE: Hires Wayne M. Aufrecht as Bankruptcy Co-Counsel
PELICAN REAL ESTATE: Trustee Taps CrestCore as Real Estate Agent
PLACE FOR ACHIEVING: PCO Reports Cash Collateral Use Impasse

POINT.360: Medley Capital Opposes May 8 Plan Filing Deadline
PREMIER EXHIBITIONS: Court OKs Claims Deal with 417 Fifth Ave.
PRESTIGE BRANDS: Moody's Affirms B2 CFR; Outlook Stable
PRIME GLOBAL: Delays Jan. 31 Quarterly Report
REAL INDUSTRY: Equity Holders Panel Seeks Exclusivity Termination

REDEEMED CHRISTIAN: Taps Cohen Baldinger & Greenfeld as Counsel
REMARKABLE HEALTHCARE: Wants to Waive Appointment of PCO
RENT-A-CENTER INC: S&P Lowers CCR to 'CCC+' on Weak Performance
RESOLUTE ENERGY: Fir Tree Stake Down to 4.63% as of March 14
RICEBRAN TECHNOLOGIES: Incurs $6.20 Million Net Loss in 2017

SADEX CORPORATION: Trustee Taps Bridgepaoint as Financial Advisor
SAEXPLORATION HOLDINGS: Widens Net Loss to $40.8 Million in 2017
SHAPE TECHNOLOGIES: Moody's Affirms B2 CFR & Rates $315MM Loans B2
SHAPE TECHNOLOGIES: S&P Rates New 1st Lien Credit Facilities 'B'
SPECTRUM HEALTHCARE: PCO Reports Fenwood Census Remains Stable

STARS GROUP: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable
STEREOTAXIS INC: Director Kiani Has 10.6% Stake as of March 5
SUNLIGHT PROPERTIES: $157K Payment for BOA Plus 4.5% Interest
TAILORED BRANDS: S&P Raises CCR to 'B+' on Proposed Refinancing
TOYS "R" US: Canadian Operations Unaffected by US Biz Winddown

TOYS "R" US: Landlords Object to Asset Sale Bid Procedures
TRANS-LUX CORP: Lender Waives Covenant Defaults Until March 31
TSC/MAYFIELD: Case Summary & 14 Unsecured Creditors
VENOCO LLC: Files Joint Chapter 11 Plan of Liquidation
VIDANGEL INC: Hires Kaplan Voekler Cunningham as Special Counsel

W&T OFFSHORE: Forms Joint Venture to Drill 14 Projects in GOM
WALLER MARINE: Taps Anderson Burnside as Special Litigation Counsel
WDH CONTRACTOR: Hires Tenina Law as General Counsel
WEINSTEIN COMPANY: Case Summary & 30 Largest Unsecured Creditors
WEINSTEIN COMPANY: Files for Ch. 11 with $310M Deal with Lantern

WEINSTEIN COMPANY: Non-Disclosure Agreements Cancelled
WPX ENERGY: Moody's Hikes CFR to Ba3; Outlook Stable
[*] Latham & Watkins Names G. Davis as Global Co-Chair

                            *********

4 WEST HOLDINGS: Unsecureds to Get Payment from Claims Cash Amount
------------------------------------------------------------------
4 West Holdings, Inc., and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Northern District of Texas a
disclosure statement for its joint plan of reorganization dated
March 6, 2018.

The Plan contemplates certain transactions, including, without
limitation, the following transactions:

   * The Omega Secured Claim is deemed Allowed Claim in the
aggregate principal amount of $423,427,791.63. In addition to the
Transfer Portfolio and other consideration provided under the Omega
Compromise, on the Effective Date, each Holder of an Omega Secured
Claim will receive sand in exchange for such Omega Secured Claim,
(A) the Plan Sponsor Consideration; and (B) any remaining
Distribution Trust Assets, other than the General Unsecured Claims
Cash Amount, following payment in Cash of, or adequate reserve for,
Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed
Other Priority Claims, Allowed Class 2 (Secured Tax Claims), and
Allowed Class 3 (Other Secured Claims).

   * With respect to each General Unsecured Claim (including the
Omega Unsecured Claims, each Holder of an Allowed Class 4 Claim
will receive at the election of the Debtors or the Distribution
Trust, as applicable, after consultation with Omega: (A) its Pro
Rata share of the General Unsecured Claims Cash Amount or (B) such
other less favorable treatment as to which the Debtors or
Distribution Trust, as applicable, and the Holder of such Allowed
Class 4 Claim will have agreed upon in writing.

   * In connection with, and as a result of, the substantive
consolidation of the Debtors' Estates, on the Effective Date, all
Intercompany Claims shall be eliminated and the holders of
Intercompany Claims shall not be entitled to, and shall not receive
or retain, any property or interest in property on account of such
Intercompany Claims.

Each Debtor will continue to maintain its separate corporate
existence for all purposes other than the treatment of Claims under
the Plan and distributions from the Distribution Trust. On the
Effective Date, (i) all Distribution Trust Assets (and all proceeds
thereof) and all liabilities each of the Debtors will be deemed
merged or treated as though they were merged into and with the
assets and liabilities of each other, (ii) all Intercompany Claims
among the Debtors will be eliminated and there will be no
distributions on account of such Intercompany Claims, (iii) any
obligation of a Debtor and any guarantee thereof by any other
Debtor will be deemed to be one obligation, and any such guarantee
will be eliminated, (iv) each Claim filed or to be filed against
more than one Debtor will be deemed filed only against one
consolidated Debtor and shall be deemed a single Claim against and
a single obligation of the Debtors, and (v) any joint or several
liabilities of the Debtors will be deemed one obligation of the
Debtors.

The Debtors or Distribution Trust, as applicable, will make
distributions under the Plan, with (1) the Plan Sponsor
Consideration; (2) the Debtors' encumbered and unencumbered Cash on
hand, including the Accounts Receivable; and (3) the General
Unsecured Claims Cash Amount, as provided under the Plan. The
Distribution Trust Assets will be used to pay Allowed
Administrative Claims, Allowed Professional Fee Claims, Allowed
Priority Tax Claims, Allowed Other Priority Claims and all Allowed
Claims in Classes 2 and 3 (in the event the collateral is not
returned to the Allowed Secured Tax Claim holder or Allowed Other
Secured Claim holder).

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

     http://bankrupt.com/misc/txnb18-30777-11-22.pdf

                 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, LLC, 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 U.S. Bankruptcy Code (Bankr. N.D.
Tex. Lead Case No. 18-30777) on March 6, 2018 , 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 Bankruptcy as claims
agent.


45 RHODE ISLAND: Hires James M. Towarnicky, PLLC, as Counsel
------------------------------------------------------------
45 Rhode Island Ave NE, LLC, filed an amended application seeking
authority from the U.S. Bankruptcy Court for the District of
Columbia to hire James M. Towarnicky, P.L.L.C., as counsel.

Debtor seeks to engage the Firm, as the Firm has significant
experience with the facts of the Debtor's acquiring and disposing
of its assets, and the necessity of dealing with the appropriate
District of Columbia agencies for approval of the condominium
declaration.

James M. Towarnicky attests that his firm has no connections with
any other known party in interest, their respective attorneys and
accountants, the U.S. Trustee, or any person employed in that
office, other than as debtors' or creditors' counsel in previous
unrelated bankruptcy cases.

The firm's normal hourly rate are:

     Towarnicky                 $495
     Associate attorneys        $275
     Paralegal assistance       $145

The counsel can be reached through:

     James M. Towarnicky, Esq.
     JAMES M. TOWARNICKY
     3977 Chain Bridge Road, Suite 1
     Fairfax, VA 22030
     Tel: (703) 352-0022
     E-mail: slovakesq@aol.com

                  About 45 Rhode Island Ave NE

45 Rhode Island Ave NE, LLC, listed its business as Single Asset
Real Estate (as defined in 11 U.S.C. Section 101(51B)) whose
principal assets are located at 45 Rhode Island Ave NE, Washington,
DC 20001.

45 Rhode Island Ave NE filed a Chapter 11 petition (Bankr. D. Col.
Case No. 17-00709) on Dec. 14, 2017.  In the petition signed by
Joshua Davis, managing member, the Debtor estimated $1 million to
$10 million in assets and liabilities.
Judge Martin S. Teel, Jr., presides over the case.  James M.
Towarnicky, Esq., is the Debtor's counsel.



ADAMIS PHARMACEUTICALS: Incurs $25.5 Million Net Loss in 2017
-------------------------------------------------------------
Adamis Pharmaceuticals Corporation filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $25.53 million on $13.07 million of net revenue for the
year ended Dec. 31, 2017, compared to a net loss of $19.43 million
on $6.47 million of net revenue for the year ended Dec. 31, 2016.

As of Dec. 31, 2017, Adamis had $51.40 million in total assets,
$11.85 million in total liabilities and $39.54 million in total
stockholders' equity.

"Since our inception, June 6, 2006, and through December 31, 2017,
we have an accumulated deficit of approximately $114.0 million.
Since inception and through December 31, 2017, we have financed our
operations principally through debt financing and through public
and private issuances of common stock and preferred stock. Since
inception, we have raised a total of approximately $135 million in
debt and equity financing transactions, consisting of approximately
$23.5 million in debt financing and approximately $111.4 million in
equity financing transactions.  We anticipate that we will need
significant additional funding during 2018 to satisfy our
obligations and fund the future expenditures that we believe will
be required to support commercialization of our products and
conduct the clinical and regulatory work to develop our product
candidates.  We expect to finance future cash needs primarily
through proceeds from equity or debt financings, loans, sales of
assets, out-licensing transactions, and/or collaborative agreements
with corporate partners, and from revenues from our sale of
compounded pharmacy formulations.  We have used the net proceeds
from debt and equity financings for general corporate purposes,
which have included funding for research and development, selling,
general and administrative expenses, working capital, reducing
indebtedness, pursuing and completing acquisitions or investments
in other businesses, products or technologies, and for capital
expenditures.  Assuming adequate funding, we anticipate that we may
make capital expenditures during 2018 of at least approximately $5
million to $6 million including, without limitation, expenditures
relating to a new USC facility and the construction of
manufacturing assembly lines for our Symjepi (epinephrine)
Injection 0.3mg product and naloxone (APC-6000) product candidate.
As part of our acquisition of USC in April of 2016, the Company
assumed debt of approximately $5.7 million and entered into a
secured $2 million line of credit agreement, both of which were
included in the debt financing of $23.5 million," the Company
stated in the Annual Report.

Net cash used in operating activities from continuing operations
for the years ended Dec. 31, 2017 and 2016 were approximately $15.1
million and $21.2 million, respectively.  Net cash used in
operating activities decreased primarily due to the increase in
accounts payable, accrued other expenses, accrued bonuses and a
reduction in accounts receivable as compared to 2016.  

Net cash provided by (used in) investing activities was
approximately ($2,088,000) and $261,000 for years ended Dec. 31,
2017 and 2016, respectively.  The net cash used in investing
activities increased primarily due to the purchase of additional
equipment.

Net cash provided by financing activities was approximately $30.5
million and $21.9 million for the years ended Dec. 31, 2017 and
2016, respectively.  Net cash provided by financing activities
increased primarily due to the issuance of common stock and
exercise of warrants by certain private investors.

The report from the Company's independent accounting firm Mayer
Hoffman McCann P.C., in San Diego, California, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has incurred
recurring losses from operations, and is dependent on additional
financing to fund operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.

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

                       https://is.gd/Cq1FBr

                          About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation
(OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a
biopharmaceutical company engaged in the development and
commercialization of specialty pharmaceutical and biotechnology
products in the therapeutic areas of respiratory disease, allergy,
oncology and immunology.


ALPHATEC HOLDINGS: L-5 Healthcare Reports 29.6% Stake
-----------------------------------------------------
L-5 Healthcare Partners, LLC, and Paul Segal disclosed in a
Schedule 13D filed with the Securities and Exchange Commission that
as of March 8, 2018, they beneficially own 14,682,540 shares of
common stock of Alphatec Holdings, Inc., constituting 29.66 percent
of the shares outstanding.

L-5 is engage in the business of investing in securities and other
investment opportunities.  Mr. Segal's current principal occupation
is chief executive officer of LS Power Development, LLC, a Delaware
limited liability company.

Mr. Segal (through his position as manager of L-5) may be deemed to
control L-5 and to have shared voting and investment power with
respect to the shares beneficially owned by L-5.  As such, Mr.
Segal may be deemed to have shared beneficial ownership of the
shares beneficially owned by L-5.  Mr. Segal, however, disclaims
beneficial ownership of those shares, except to the extent of his
indirect pecuniary interest.

The Reporting Persons will receive Common Stock upon conversion of
series B convertible preferred stock and exercise of warrants, in
each case, currently held by them.  The Reporting Persons, however,
will be unable to convert the Series B Convertible Preferred Stock
or exercise the Warrants until the Stockholder Approval is
obtained.

L-5 directly holds all 14,682,540 shares of Common Stock reported
in the Schedule 13D that will be issuable, following the
Stockholder Approval, upon the conversion of the Series B Preferred
Stock and exercise of the Warrants held by L-5.

On March 8, 2018, Alphatec into a securities purchase agreement
pursuant to which, among other things, Alphatec sold in a private
placement an aggregate of 39,746 shares of newly designated Series
B Convertible Preferred Stock, at a purchase price of $1,000 per
share, and warrants to purchase up to 10,725,179 shares of Common
Stock, at an exercise price of $3.50 per share.  In that private
placement, the Issuer sold 25,000 shares of Series B Convertible
Preferred Stock and Warrants to purchase up to 6,746,032 shares of
Common Stock directly to L-5.

The Series B Convertible Preferred Stock purchased by L-5 will be
automatically converted into approximately 7,936,508 shares of
Common Stock upon approval by the Issuer's stockholders as required
in accordance with the NASDAQ Global Select Market Rules.  The
Warrants purchased by L-5 will become exercisable following the
Stockholder Approval and expire five years after the date of the
Stockholder Approval.  Until the date that the Stockholder Approval
is obtained, L-5 will be unable to convert its Series B Convertible
Preferred Stock or exercise its Warrants, in each case, in
accordance with the NASDAQ Global Select Market rules and
regulations.

A full-text copy of the regulatory filing is available at:

                     https://is.gd/EA8eET

                    About Alphatec Holdings

Carlsbad, California-based Alphatec Holdings, Inc., through its
wholly owned subsidiary Alphatec Spine, Inc. --
http://www.atecspine.com/-- is a medical device company that
designs, develops, and markets spinal fusion technology products
and solutions for the treatment of spinal disorders associated with
disease and degeneration, congenital deformities, and trauma.  The
Company's mission is to improve lives by providing innovative spine
surgery solutions through the relentless pursuit of superior
outcomes.

Alphatec incurred a net loss of $2.29 million in 2017 following a
net loss of $29.92 million in 2016.  As of Dec. 31, 2017, Alphatec
Holdings had $84.66 million in total assets, $87.71 million in
total liabilities, $23.60 million in redeemable preferred stock,
and a total stockholders' deficit of $26.65 million.


AMERICAN GREETINGS: Moody's Assigns B2 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned new ratings for American
Greetings Corporation (New) ("American Greetings") ahead of its
pending leveraged buyout, including a B2 Corporate Family Rating
(CFR) and a B2-PD Probability of Default Rating. At the same time,
Moody's assigned a Caa1 rating to the company's newly proposed $325
million issuance of 8-year senior unsecured notes, and Ba3 ratings
for its new senior secured bank credit facilities ($250 million
5-year revolver and $445 million 7-year term loan B). The ratings
outlook is stable. At the close of the transaction, all existing
ratings and the outlook for the pre-buyout American Greetings
Corporation entity will be withdrawn.

"American Greetings' risk profile has increased relative to the
pre-LBO entity," said Moody's Vice President and lead analyst for
American Greetings Corporation, Brian Silver. "Customer losses will
weaken the company's top-line and limit free cash flow generation,
which will also be hampered by ongoing investment in growth capital
expenditures and nearly $8 million of quarterly dividend outflows
related to the new majority owners' preferred equity stake." Silver
continues, "The company will also be reliant on its new revolver to
fund working capital needs for the foreseeable future as it
operates with negligible cash balances, which weakens its liquidity
relative to the pre-LBO entity."

The following ratings have been assigned at American Greetings
Corporation (New) (subject to final documentation):

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$250 million senior secured revolving credit facility due 2023, Ba3
(LGD2)

$445 million senior secured term loan B due 2025, Ba3 (LGD2)

$325 million senior unsecured notes due 2026, Caa1 (LGD5)

Outlook Action for American Greetings Corporation (New):

The ratings outlook is stable

The following ratings will be withdrawn at American Greetings
Corporation following the close of this transaction (subject to
final documentation):

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

$275 million senior secured revolving credit facility due 2022, Ba2
(LGD2)

$300 million principal ($292.5 million outstanding) senior secured
term loan due 2022, Ba2 (LGD2)

$400 million senior unsecured notes due 2025, B3 (LGD5)

Outlook Action for American Greetings Corporation:

The stable outlook will be withdrawn.

RATINGS RATIONALE

American Greetings Corporation's ratings are constrained by Moody's
expectation that the company will generate limited free cash flow
over the next 12 to 18 months, in part resulting from competitive
factors that drove net customer losses that will weaken revenue,
coupled with preferred dividend outflows to its new majority owner.
The company also has an elevated pro forma leverage profile of
approximately 4.2 times Moody's-adjusted debt-to-EBITDA, which does
not consider the relatively high coupon preferred equity but which
carries a heavy cost-of-carry. American Greetings has high customer
concentration and is exposed to the business risks inherent to the
mature greeting card industry, characterized by low or in some
cases declining growth rates, weak customer loyalty from a branding
perspective and heavy competition. The company will continue to
face challenges growing its top-line and profitability over time
given sluggish retail traffic in both the US and the UK, as well as
strategic uncertainty related to its new financial sponsor majority
owner.

However, the company's credit profile is supported by its solid
position in the US and UK greeting card industries, where American
Greetings is one of two leading players. Moody's also expects that
new ownership will remain more vigilant with respect to controlling
expenses over time. American Greetings has long-standing
relationships with many of its retail customers, supported by the
highly profitable nature of greeting cards and its long operating
history of over 100 years. There is relatively stable demand for
the company's products, primarily driven by everyday life events
and holidays. American Greetings is expected to maintain an
adequate liquidity profile over the next 12 months, largely
supported by a lack of near-term debt maturities and access to a
new $250 million revolver.

The stable outlook reflects Moody's expectation that American
Greetings' top-line and profitability will continue to face
pressure from its net customer losses and a challenging retail
environment, but liquidity will remain adequate as the company
focuses on controlling expenses.

The ratings could be upgraded if revenue increases on a sustained
basis and retained cash flow-to-net debt is sustained above 12.5%.
In addition, Moody's would expect the company to improve its
liquidity profile prior to an upgrade, highlighted by reduced
revolver reliance. Alternatively, the ratings could be downgraded
if operating performance weakens considerably, or if the company
increases leverage to fund shareholder returns or acquisitions. In
addition, if retained cash flow-to-net debt is sustained below
7.5%, or the company loses any major customers, or liquidity
weakens further, the ratings could be downgraded.

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

American Greetings Corporation ("American Greetings") is a leading
designer, manufacturer and distributor of both everyday and
seasonal greeting cards and other social expression products,
including gift packaging, party goods and stationery products.
Private equity firm Clayton, Dubilier, and Rice is in the process
of acquiring a 60% majority stake in the company via a $204 million
preferred equity investment, with the Weiss family (descendants of
the founders) maintaining a 40% stake in the business. The company
generated revenue of approximately $1.5 billion for the
twelve-month period ended November 24, 2017.


AMERICAN RESOURCES: A.M. Best Withdraws 'D' Fin. Strength Rating
----------------------------------------------------------------
A.M. Best, on February 23, 2018, downgraded the Financial Strength
Rating to D (Poor) from B- (Fair) and the Long-Term Issuer Credit
Rating to "c" from "bb-" of American Resources Insurance Company,
Incorporated (ARIC) (Oklahoma City, OK). The outlook of these
Credit Ratings (ratings) remains negative.

These rating actions are a result of continued weakening of the
balance sheet due to a significant reduction in policyholders'
surplus from higher than expected underwriting losses in the latter
half of 2017. A.M. Best categorizes ARIC's balance sheet strength
as very weak, its operating performance as marginal, its business
profile as limited and enterprise risk management as marginal. The
negative outlook reflects the downward earnings trend and A.M.
Best's anticipation that the balance sheet may continue to weaken
before corrective actions take effect. There also is uncertainty
about management's ability to enhance capitalization while
achieving profitable business growth over the longer term. Since
emerging out of voluntary run-off in 2012, ARIC, whose focus is to
provide an array of insurance products to small, commercial
accounts in non-urban locales, has grown aggressively, especially
in a large metropolitan area. In recent years, this business has
been unprofitable.

In response, management has ceased writing business in this area
and taken other measures to improve earnings. However,
risk-adjusted capitalization is very weak and recent adverse
reserve development has raised further concerns about overall
reserve adequacy.

Further negative rating action could result if risk-adjusted
capitalization continues to weaken or from continued unprofitable
operating performance.

                       March 2018 Rating

Subsequently, on March 2, 2018, A.M. Best withdrew the Financial
Strength Rating of D (Poor) and the Long-Term Issuer Credit Rating
of "c" of American Resources Insurance Company, Incorporated (ARIC)
(Oklahoma City, OK). The outlook of these Credit Ratings (ratings)
is negative. The withdrawal of these ratings follows the recent
downgrade of the ratings on Feb. 23, 2018, and comes at the
company's request to no longer participate in A.M. Best's
interactive rating process.


APPVION INC: Assets to Auctioned on April 23
--------------------------------------------
BankruptcyData.com reported that Appvion Inc. filed with the U.S.
Bankruptcy Court a notice of sale procedures, auction date and a
sale hearing. The notice states, "The Debtors seek, among other
things, to sell certain of their tangible and intangible assets
(the 'Purchased Assets') to the successful bidder, at an auction
free and clear of all liens, claims, encumbrances and other
interests. Pursuant to the terms of the Bidding Procedures, an
auction to sell the Purchased Assets will be conducted on April 23,
2018, starting at 10:00 a.m. (prevailing Eastern Time), the
'Auction Date'.  A hearing will be held to approve the sale of the
Purchased Assets to the Successful Bidder, the 'Sale Hearing' on
April 26, 2018 at 2:00 p.m. (prevailing Eastern Time). Objections
to the Sale shall be filed and served so as to be received no later
than 4:00 p.m. (prevailing Eastern Time) on April 19, 2018."

                      About Appvion Inc.

Appvion, Inc. -- http://www.appvion.com/-- produces thermal,
carbonless, security, inkjet, digital specialty, and colored
papers.  The Company is the largest manufacturer of direct thermal
paper in North America.  Headquartered in Appleton, Wisconsin,
Appvion operates coating and converting plants there and in West
Carrollton, Ohio and a pulp and paper mill in Roaring Spring,
Pennsylvania.  The Company employs approximately 1,400 people and
is 100% employee-owned.

Appvion, Inc., and five affiliated debtors each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Lead Case No. 17-12082) on Oct. 1, 2017.  The cases are
pending before the Honorable Kevin J. Carey.

Appvion Inc. disclosed total assets of $413,430,904 and total
liabilities of $714,758,194 as of Aug. 31, 2017.

DLA Piper is serving as legal counsel to Appvion, Guggenheim
Securities LLC is serving as the Company's investment banker, and
Alan Holtz of AlixPartners is serving as the Company's Chief
Restructuring Officer.  Prime Clerk LLC is the claims and noticing
agent.

On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors.  The
Committee retained Lowenstein Sandler LLP, as counsel, Klehr
Harrison Harvey Branzburg LLP, as Delaware co-counsel.

On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee
examiner.  He tapped Bayard, P.A., as legal counsel.


ARO LIQUIDATION: US Trustee, et al., Object to Revised Plan
-----------------------------------------------------------
BankruptcyData.com reported that multiple parties - including the
U.S. Securities and Exchange Commission (SEC), the Louisiana
Department of Revenue and the U.S. Trustee assigned to the
Aeropostale case -- filed with the U.S. Bankruptcy Court separate
objections to Aeropostale's Revised Third Amended Joint Plan of
Reorganization. The Trustee asserts, "The United States Trustee
objects to the Third Amended Joint Plan because it contains broad
non-debtor third-party releases and an exculpation provision. The
plan proponents fail to meet their burden of proof with respect to
whether this Court has subject matter jurisdiction to impose these
releases and whether the Plan can be confirmed under the standards
set forth by the Second Circuit in Metromedia."

                    About ARO Liquidation

Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of
casual apparel and accessories, principally serving young women and
men through its Aeropostale(R) and Aeropostale Factory(TM) stores
and website and 4 to 12 year-olds through its P.S. From Aeropostale
stores and website.  The Company provides customers
with a focused selection of high quality fashion and fashion basic
merchandise at compelling values in an exciting and customer
friendly store environment.  Aeropostale maintains control over its
proprietary brands by designing, sourcing, marketing and selling
all of its own merchandise.  As of May 1, 2016, the
Company operated 739 Aeropostale(R) stores in 50 states and Puerto
Rico, 41 Aeropostale stores in Canada and 25 P.S. from
Aeropostale(R) stores in 12 states.  In addition, pursuant to
various licensing agreements, the Company's licensees currently
operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations
in the Middle East, Asia, Europe, and Latin America.  Since
November 2012, Aeropostale, Inc., has operated GoJane.com, an
online women's fashion footwear and apparel retailer.

Aeropostale, Inc., and 10 of its affiliates each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11275) on May 4, 2016.  The petitions were signed
by Marc G. Schubac, senior vice president, general counsel and
secretary.

The Debtors disclosed assets of $354.38 million and total debt of
$390.02 million as of Jan. 30, 2016.

The Debtors hired Weil, Gotshal & Manges LLP as counsel; FTI
Consulting, Inc., as restructuring advisor; Stifel, Nicolaus &
Company, Inc., and Miller Buckfire & Company LLC as investment
bankers; RCS Real Estate Advisors as real estate advisors; Prime
Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as
Canadian counsel; and Togut, Segal & Segal LLP as conflicts
counsel.

Judge Sean H. Lane is assigned to the cases.

The U.S. trustee for Region 2 on May 11, 2016, appointed seven
creditors of Aeropostale Inc. to serve on the official committee of
unsecured creditors.  The Committee retained Pachulski Stang Ziehl
& Jones LLP as counsel.

                           *    *    *

On June 29, 2017, Judge Lane authorized changes to the Debtors'
corporate names in relation to their bankruptcy cases.  The new
name for Aeropostale Inc. is now ARO Liquidation, Inc., Case No.
16-11275.


ATLAS FINANCIAL: A.M. Best Puts 'B-' Longterm ICR Under Review
--------------------------------------------------------------
A.M. Best has placed under review with negative implications the
Long-Term Issuer Credit Rating (Long-Term ICR) of "b-" of Atlas
Financial Holdings, Inc. (Atlas) [NASDAQ: AFH], the Financial
Strength Rating (FSR) of B (Fair) and the Long-Term ICR of "bb" of
American Service Insurance Company Inc., American Country Insurance
Company (both domiciled in Elk Grove Village, IL) and Gateway
Insurance Company (St. Louis, MO), collectively referred to as
American Service Pool. A.M. Best also has placed under review with
negative implications the FSR of B+ (Good) and the Long-Term ICR of
"bbb-" of Global Liberty Insurance Company of New York (Global
Liberty) (Melville, NY), another wholly owned subsidiary of Atlas.

The ratings actions follow the March 1, 2018 announcement by Atlas
that it took a significant reserve strengthening charge in the
fourth quarter in its insurance operations, primarily related to
Michigan-related claims and non-New York Global Liberty business
written prior to 2016. A.M. Best expects the reserve strengthening
to have a significant impact on statutory equity, reducing surplus
at American Service Pool by approximately 32% and at Global Liberty
by approximately 36%. The ratings will remain under review until
A.M. Best completes its evaluation of this impact on the companies'
balance sheet strength and operating performance.


B. VALDEZ CONSTRUCTION: Sale of Assets to Fund Proposed Plan
------------------------------------------------------------
B. Valdez Construction & Development, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Texas a small
business disclosure statement, dated March 6, 2018, describing its
chapter 11 plan dated March 2, 2018.

B. Valdez Construction & Development, Inc. was formed in 2003 for
the purpose of acquiring land, building residences, and holding and
selling real estate in both the San Antonio and Laredo, Texas
areas.

Class 1 under the plan consists of the mortgage claims of Falcon
International Bank. Post-petition payments (including escrow for
taxes) will be made as they accrue. Falcon will receive a release
payment of $50,000 from the proceeds of the sale of 42 Vintage
Court when that property is sold so that it will release the
property from the lien created by its cross-collateralization
agreement. The balance of the Falcon indebtedness will be paid from
the sale of 3602 Josefina.

Payments and distributions under the Plan will be funded by the
following: Abel Valdez will provide to the Debtor funds sufficient
to continue to make monthly mortgage payments on the two remaining
properties of the Debtor, to stay current on post-petition
homeowner association fees for both properties, and to keep the
Josefina Property insured. Once one of the properties is sold
Debtor may use the proceeds of the sale to continue to make the
mortgage, HOA fees, insurance premium payments (if any) on the
remaining property.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/txsb17-50262-24.pdf

B. Valdez Construction & Development, Inc. filed a Chapter 11
petition (Bankr. S.D. Tex. Case No. 17-50262) on December 23, 2017,
and is represented by Carl Michael Barto, Esq., at Law Office of
Carl M. Barto.


BASIC ENERGY: Moody's Withdraws B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn all assigned ratings for
Basic Energy Services, Inc. (Basic), including the B3 Corporate
Family Rating (CFR), following Basic's announcement to withdraw its
proposed senior secured notes offering.

Ratings withdrawn:

Issuer: Basic Energy Services, Inc.

-- Senior Secured Notes B3 (LGD4), Withdrawn

-- Probability of Default Rating B3-PD, Withdrawn

-- Speculative Grade Liquidity Rating SGL-2, Withdrawn

-- Corporate Family Rating B3, Withdrawn

Outlook Actions:

Issuer: Basic Energy Services, Inc.

-- Stable outlook, Withdrawn

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

Fort Worth, TX based Basic Energy Services provides well site
services to oil and natural gas producing companies in the United
States. Basic's services include completion and remedial services,
fluid services, well servicing and contract drilling.


BI-LO HOLDING: Moody's Lowers PDR to D-PD on Restructuring Plan
---------------------------------------------------------------
Moody's Investors Service downgraded BI-LO Holding Finance, LLC's
Corporate Family Rating to Ca from Caa1 and probability of default
rating to D-PD from Ca-PD. Moody's also downgraded the rating of
the company's senior unsecured PIK toggle notes ("HoldCo notes") to
C from Ca. BI-LO, LLC's senior secured notes ("OpCo notes") were
affirmed at Caa1. The rating outlook was changed to stable. The
rating actions follow the company's announcement that it has
initiated a financial restructuring plan with the support of key
stakeholders under which the company will file a pre-packaged plan
of reorganization under chapter 11 of the U.S bankruptcy code.

"We view this as a strategic prepackaged bankruptcy filing in order
to efficiently optimize the company's store base and address its
pending debt maturities as part of a global restructuring. The
company has significant debt maturities in 2018 and 2019 but from
an operating performance standpoint it has demonstrated improvement
in EBITDA and credit metrics with debt/EBITDA currently at about
5.2 times", Moody's Vice President Manoj Chadha stated. "The
pre-packaged chapter 11 filing and the cancellation of the HoldCo
notes in exchange for equity will allow the company to emerge with
a stronger balance sheet and sustainable debt levels", Chadha
further stated.

Downgrades:

Issuer: BI-LO Holding Finance, LLC

-- Probability of Default Rating, Downgraded to D-PD from Ca-PD

-- Corporate Family Rating, Downgraded to Ca from Caa1

-- Senior Unsecured Regular Bond/Debenture, Downgraded to C(LGD6)

    from Ca(LGD6)

Affirmations:

Issuer: BI-LO, LLC

-- Senior Secured Regular Bond/Debenture, Affirmed Caa1(LGD4)

Outlook Actions:

Issuer: BI-LO Holding Finance, LLC

-- Outlook, Revised to Stable from Negative

RATINGS RATIONALE

The prepackaged bankruptcy filing is strategic and will allow the
company to efficiently exit 94 stores with weak profitability. The
company will emerge from bankruptcy with about $500 million less in
debt which will improve its credit profile. Under the terms of the
proposed restructuring BI-LO's outstanding secured debt
obligations, including its OpCo secured Notes and the ABL credit
facility, will be paid in full. The company has secured 100%
committed exit financing in the form of a senior secured six-year
term loan facility in the original principal amount of $525 million
and a new ABL credit facility. The HoldCo unsecured notes will be
cancelled in exchange for 100% of equity in the reorganized company
and the company will close 94 stores. All ratings will be withdrawn
when the company files its pre-packaged plan of reorganization
under chapter 11 of the U.S bankruptcy code which Moody's expects
to be by the end of March 2018.

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

BI-LO Holding Finance, LLC, and its subsidiaries, operates as a
food retailer in the Southeastern United States. The Company
operates 704 supermarkets in Alabama, Florida, Georgia, Louisiana,
Mississippi, North Carolina, and South Carolina under the
"Winn-Dixie", "BI-LO", "Harveys" and "Fresco y Más" supermarket
banners. The company is owned by private equity firm Lone Star.
Revenue totaled about $10 billion for the LTM period ending October
4, 2017.


BI-LO HOLDING: S&P Lowers CCR to 'CC', On CreditWatch Negative
--------------------------------------------------------------
U.S. supermarket chain BI-LO Holding Finance LLC announced that it
has entered into a restructuring support agreement (RSA) with
certain holders of its unsecured PIK toggle notes due 2018 and its
financial sponsor.

S&P Global Ratings lowered its corporate credit rating on BI-LO
Holding Finance LLC to 'CC' from 'CCC-' and placed all of its
ratings on the company and its subsidiaries on CreditWatch with
negative implications.

S&P said, "At the same time, we lowered the issue-level rating on
BI-LO LLC's ABL to 'CCC' from 'CCC+'. The recovery rating remains
'1', indicating our expectation for very high (90%-100%; rounded
estimate 95%) recovery if a payment default occurs. We also revised
our recovery rating on the senior secured notes issued by BI-LO LLC
to '1' from '3', indicating our expectations for very high
(90%-100%; rounded estimate: 95%) recovery and raised our issue
level rating to 'CCC' from 'CCC-'.

"In addition, we revised our recovery rating on the unsecured PIK
toggle notes issued by BI-LO Holding Finance LLC to '4' from '6',
reflecting our expectations for average (30% to 50%; rounded
estimate: 35%) recovery and raised our issue-level rating to 'CC'
from 'C'."

The 'CC' ratings reflect BI-LO's announcement that it has entered
into an RSA with creditors holding approximately 80% of its
8.625%/9.375% payment-in-kind (PIK) toggle notes. The company
expects to file a prepackaged Chapter 11 reorganization plan by the
end of March 2018.

The CreditWatch with negative implications indicates that S&P
expects to lower all of its ratings on BI-LO to 'D' upon the
announcement of a Chapter 11 filing, which S&P expects to occur by
the end of March 2018.


BIG HEARTED BOOKS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Big Hearted Books and Clothing LLC
        135 Will Drive, Building 2
        Canton, MA 02021

Business Description: Big Hearted Books & Clothing Inc. is a
                      socially conscious, for-profit, book and
                      textile reuse company.  The Company's
                      mission is to keep books, media, clothing,
                      and other reusable items out of landfills by

                      getting them back into the hands of people
                      who can use them.  The Company was
                      established in 2009 to collect unwanted
                      media, including books, records, CDs, video
                      games and DVDs.  The Company now has over
                      1,300 donation drop-off containers in
                      Massachusetts, New Hampshire, Connecticut,
                      and Rhode Island.  

                      http://www.bigheartedbooks.com/

Chapter 11 Petition Date: March 19, 2018

Case No.: 18-10950

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Joan N. Feeney

Debtor's Counsel: James P. Ehrhard, Esq.
                  EHRHARD & ASSOCIATES, P.C.
                  250 Commercial Street, Suite 410
                  Worcester, MA 01608
                  Tel: 508-791-8411
                  Email: ehrhard@ehrhardlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kevin Howard, manager.

The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.

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

           http://bankrupt.com/misc/mab18-10950.pdf


BOWLERO CORP: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed the 'B' corporate credit rating on
Mechanicsville, Va.-based Bowlero Corp. after the company announced
that it plans to complete a refinancing transaction to raise
incremental first-lien debt and repay its second-lien term loan.
The rating outlook is stable.

S&P said, "At the same time, we lowered our issue-level rating on
the company's first-lien credit facility to 'B' from 'B+'. The
first-lien credit facility consists of a $50 million revolving
credit facility due in 2022 and a first-lien term loan due in 2024
with $695 million outstanding pro forma for the transaction and
including the add-on amount. The lowered issue-level rating
reflects reduced recovery prospects for first-lien lenders due to
more first-lien debt in the capital structure and indicates our
expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default.

"We plan to withdraw our 'CCC+' issue-level rating on the company's
second-lien term loan when the refinancing transaction is completed
and this debt is repaid.

"We affirmed the 'B' corporate credit rating because we expect
Bowlero to meet our base-case forecast for operating lease- and
preferred stock-adjusted debt to EBITDA to be below our mid-7x
downgrade threshold by fiscal year 2019 (ending June 30), and
because we view the proposed refinancing transaction as credit
positive for the company. At the same time, we lowered our
issue-leveling rating on the company's first-lien credit facility
to 'B' from 'B+', because there is more first-lien debt in the
capital structure as a result of the refinancing transaction, which
lowers expected recovery prospects for first-lien lenders. We
expect Bowlero will have adjusted EBITDA coverage of interest
expense in the 2x area, good EBITDA coverage of cash interest
expense in the 4x area, positive free cash flow, and adequate
liquidity in the form of cash balances and revolver availability in
our forecast period. We believe Bowlero's high leverage can be
reduced over time by anticipated good operating performance,
continued EBITDA growth, and EBITDA margin expansion resulting from
the continuation of the company's strategy to convert bowling
centers to a more contemporary look and offering.

"The stable outlook reflects our expectation for good anticipated
operating performance and that Bowlero will generate cash flow from
operations sufficient to meet capital spending requirements through
fiscal year 2019, and also maintain operating lease- and preferred
stock-adjusted EBITDA coverage of interest expense above our 1.5x
downgrade threshold. We expect the company to improve operating
lease- and preferred stock-adjusted debt to EBITDA to the low-7x
area by the end of fiscal year 2019 ended June.

"We could lower the rating if operating performance deteriorates
(likely driven by decreases in demand for bowling or unexpected
center conversion challenges) such that adjusted debt to EBITDA
stays above 7.5x, or we believe adjusted EBITDA coverage of
interest expense would decline and stay below 1.5x, excess cash
flow turns negative, or a covenant violation becomes likely.
Similarly, we could lower the rating if the company takes a more
aggressive posture toward shareholder returns or acquisitions.

"While unlikely in the near term, we could raise the rating if we
believe the company's financial sponsor would maintain adjusted
leverage below 5x and adjusted EBITDA coverage of interest expense
above 2x, while continuing to generate positive free cash flow. We
would also need to believe the company can continue to successfully
execute on its strategy of rebranding existing centers while
increasing revenues and cash flows."


BRANDENBURG FAMILY: Taps Century 21 as Real Estate Broker
---------------------------------------------------------
The Brandenburg Family Limited Partnership seeks authority from the
U.S. Bankruptcy Court for the District of Maryland to hire Century
21 New Millennium as a real estate broker to provide management
services in connection with the Debtor's properties and to provide
advisory services in connection with the liquidation of the
properties and assistance with the plan and disclosure statement.

Fees Century 21 will charge are:

     (a) In the event of sale, exchange or transfer of the Property
when the buyer is represented by an agent other than Stephen
Karbelk and/or Stephanie Young of Century 21, a commission equal to
6.0% of the total gross sale, exchange or transfer price. The
Broker shall offer a buyer broker a 3.0% commission payable from
the Broker’s 6.0% commission at Closing.

     (b) In the event of sale, exchange or transfer of the Property
when the buyer is not represented by a broker, a commission equal
to 6.0% of the total gross sale, exchange or transfer price.

     (c) Dual Agency will be not permitted.

     (d) It is a common practice among real estate brokers to
cooperate with other brokers and, in the event the buyer’s agent
has a broker, Century 21 will share the commission equally with
that agent as set forth above.

     (e) Century 21 will provide real estate advisory services at
the following rates: Stephen Karbelk ($225/hour), Stephanie Young
($150/hour), mileage directly related to Advisory Services (and not
brokerage services) bill at IRS approved rate, time records kept on
1/10-hour increments and travel time billed at 50% of hourly rate.


     (f) As a condition of its employment, Century 21 has used the
Maryland Realtors "Board" listing agreement that provides terms
that are commonly used by other Realtors.

Stephen Karbelk, realtor of Century 21, attests that his firm does
no hold or represent any interested adverse to the Debtor's estate
in matters upon which itis to be engaged and is a "disinterested
person" within the meaning of Sec. 101(14) of the Bankruptcy Code.


The realtor can be reached through:

         Stephen Karbelk
         Century 21 New Millennium
         2448 Holly Ave Suite 100
         Annapolis, MD 21401
         Phone: 410-266-9005

                    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, trustee or examiner has been appointed in
the case.


BRAVO MULTINATIONAL: May Issue 6M Shares Under 2018 Stock Plan
--------------------------------------------------------------
Bravo Multinational, Incorporated filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
6,000,000 shares of common stock that are issuable under the
Company's Employees, Directors, and Consultants Stock Plan for the
Year 2018.  The proposed maximum aggregate offering price is
$939,000.  A full-text copy of the prospectus is available for free
at https://is.gd/h0QmFc

                     About Bravo Multinational

Based in Ontario, Canada, Bravo Multinational Incorporated --
http://www.bravomultinational.com/-- is engaged in the business of
leasing and selling gaming equipment.  On Sept. 19, 2013, Universal
Equipment SAS, Inc., its wholly-owned subsidiary, entered into an
asset purchase agreement to acquire certain gaming equipment from
Universal Entertainment SAS, Ltd., a corporation formed under the
laws of the Country of Colombia, for 17,450,535 shares of its
common stock (post reverse-split on March 6, 2014).  The closing
occurred on March 6, 2014.  The gaming equipment includes
approximately 67 video poker and slot machines; eight blackjack and
miscellaneous game tables, and related furniture and equipment;
roulette table and related furniture and equipment; bingo equipment
and furniture; casino chips, bill acceptors, coin counter and
related equipment, and miscellaneous office equipment, like chairs
and tables.

The company's independent accounting firm B F Borgers CPA PC
Lakewood, Colorado, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
Dec. 31, 2016.  The independent auditors noted that the Company has
suffered recurring losses from operations and has a significant
accumulated deficit.  In addition, the Company's cash position may
not be significant enough to support the Company's daily
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

Bravo Multinational reported a net loss of $2.18 million in 2016
following a net loss of $2.51 million in 2015.  As of Sept. 30,
2017, the Company had $4.02 million in total assets, $3.51 million
in total liabilities and $508,987 in total stockholders' equity.


CASTLE KEY: A.M. Best Affirms 'B-(fair)' Finc'l. Strength Rating
----------------------------------------------------------------
A.M. Best has affirmed the Financial Strength Rating (FSR) of B-
(Fair) and the Long-Term Issuer Credit Rating (Long-Term ICR) of
"bb-" of the members of Castle Key Group (Castle Key)
(headquartered in St. Petersburg, FL). The outlook of these Credit
Ratings (ratings) remains stable.

The ratings reflect Castle Key's balance sheet strength, which A.M.
Best categorizes as weak, as well as its adequate operating
performance, limited business profile and appropriate enterprise
risk management.

Castle Key's balance sheet assessment is weak when incorporating
the catastrophe stress-tested view, as the group's geographic
business concentration results in a susceptibility to catastrophic
loss accumulation. As a dedicated Florida property writer for its
parent company, Allstate Insurance Company (Allstate), Castle Key
maintains significant exposure to hurricanes, with a corresponding
substantial reliance on catastrophe reinsurance.

These negative rating factors are partially offset by Castle Key's
improved operating performance and surplus accumulation over the
last several years, which had been positively impacted by favorable
loss activity due to increased rates and the absence of hurricane
events prior to the third quarter of 2016. Operating results in
2016 were adversely impacted by hurricanes Hermine and Matthew,
however those related losses were manageable, without material
impact on Castle Key's risk-adjusted capital position. In 2017,
operating results were again impacted as Hurricane Irma caused
substantial damage in Florida. Given Castle Key's reinsurance
program and its market share in Florida, losses from Hurricane Irma
did not have a material impact on the group's risk-adjusted capital
position.

The ratings also benefit from the historical financial and
operational support provided to Castle Key as part of the Allstate
organization. Castle Key is separately capitalized and not
reinsured by Allstate, but it is A.M. Best's expectation that
Allstate would provide sufficient support to maintain Castle Key's
risk-adjusted capital at a level commensurate with its rating level
in the event of frequent or severe hurricane activity.

The FSR of B- (Fair) and the Long-Term ICRs of "bb-" have been
affirmed for the following members of the Castle Key Group:

Castle Key Insurance Company;
Castle Key Indemnity Company;
Encompass Floridian Insurance Company; and
Encompass Floridian Indemnity Company


CENVEO INC: Court Approves Motion for Examiner Appointment
----------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Brigade Capital Management's motion to appoint an examiner to the
Cenveo case.  The order states, "The Motion is granted solely as
provided herein, and the United States Trustee is directed to
appoint an examiner in these chapter 11 cases.  The Examiner shall
prepare and file a report within 70 days of being appointed by the
United States Trustee pursuant to this Order (assuming that
Cenveo's and the Committee's investigations of the Examination
Topics will be complete within 60 days of such appointment and
cooperation by Cenveo and the Committee with the Examiner as
provided in this Order), setting forth whether the respective
investigations conducted by Cenveo and the Committee pertaining to
the Examination Topics were conducted independently and in good
faith, whether the respective examinations have concluded, are
complete, and in accordance with this Order, and whether Cenveo's
and the Committee's assessments and conclusions were reasonable.
The time to file the Report may be extended by Order of the Court
upon application by the Examiner for cause shown. While the
Examiner is expected to communicate on an ongoing basis with Cenveo
and the Committee and, if appropriate and consistent with the other
terms of this Order, other parties in interest, the Examiner's
public disclosure with respect to his or her work shall be limited
to the filing of the Report."

                         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 $789.5
million and total debt of $1.426 billion.

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.


CHARLESTON ASSOCIATES: Dist. Ct. Reverses Judgment Against New Boca
-------------------------------------------------------------------
Appellants in the appeals case captioned CHARLESTON ASSOCIATES,
LLC; NEW BOCA SYNDICATIONS GROUP, LLC, Appellants, v. RA SOUTHEAST
LAND COMPANY, LLC, Appellee, Case No. 2:14-cv-01766-MMD (D. Nev.)
appeal from the U.S. Bankruptcy Court for the District of Nevada's
Sept. 29, 2014, judgment in favor of RA Southeast Land Company, LLC
("RAS"). After a thorough analysis, District Judge Miranda M. Du
reverses in part and affirms in part the Bankruptcy Court's
Judgment.

On June 17, 2010, Charleston initiated a voluntary Chapter 11
bankruptcy. The present appeal arises from an adversary proceeding
initiated by Charleston against RAS and City National Bank ("CNB")
during the Bankruptcy Proceeding and in the Bankruptcy Court
concerning a piece of real property located in Las Vegas, Nevada.
The Bankruptcy Court's ruling in the Real Property Proceeding,
which found in favor of Charleston, was then appealed to this
Court. On July 25, 2013, the Court reversed the Bankruptcy Court's
ruling in favor of Charleston and, on remand, instructed the
Bankruptcy Court to award summary judgment in favor of CNB and RAS.
On August 23, 2013, Charleston filed a notice of appeal of this
Court's decision in the Real Property Appeal to the Ninth Circuit.

On August 26, 2013, the Bankruptcy Court entered judgment pursuant
to the Reversal Order but did so while a motion to stay was pending
in this Court. As a result, on Nov. 5, 2013, this Court vacated the
First Remand Judgment. Proper judgment pursuant to the Reversal
Order was entered in the Real Property Proceeding on Dec. 23, 2013
after the motion to stay in this Court had been resolved. However,
the Bankruptcy Court granted RAS's September 9th motion for
attorney's fees and costs in the Real Property Proceeding on Dec.
19, 2013, four days before the Second Remand Judgment was entered
in favor of RAS and CNB.

Roughly nine months after the Attorney Fees Order was entered, on
Sept. 29, 2014, the Bankruptcy Court entered judgment against New
Boca Syndications Group, LLC for RAS's attorney's fees, despite the
fact that the Attorney Fees Order made no mention of New Boca and
RAS's motion did not specifically request fees from New Boca. In
the Judgment, the Bankruptcy Court specifically ordered that final
judgment be entered against New Boca and that both Charleston and
New Boca pay RAS's attorney fees and costs. On Oct. 8, 2014,
Charleston and New Boca filed a notice of appeal, initiating this
action. On Jan. 25, 2016, the Ninth Circuit affirmed this Court's
holding in the Real Property Appeal.

The appeal presents three issues: (1) whether the Bankruptcy Court
erred in entering the New Boca Judgment given that New Boca was not
a proper party to the Real Property Proceeding; (2) whether the
Bankruptcy Court erred in issuing the Attorney Fees Order; and (3)
whether the fees awarded in the Attorney Fees Order were improper
and unreasonable.

The Court agrees with Appellants that the Bankruptcy Court erred in
entering judgment against New Boca, as it was not a proper party to
the Real Property Proceeding. The Court also finds that the
Bankruptcy Court inappropriately entered the Attorney Fees Order
because it was entered prior to the Second Remand Judgment but
finds that this error was harmless. The Court disagrees with
Appellants regarding the reasonableness and propriety of the fees
and finds that the issue was waived for appeal.

The Court, thus, orders that the Judgment of the Bankruptcy Court
is reversed and vacated as to New Boca, and affirmed as to
Charleston.

The Court further orders that the Bankruptcy Court's order awarding
attorney fees to RAS which has been assigned to First American
Title Insurance Company against Charleston is affirmed.

A copy of the Court's March 1, 2018 Order is available at
https://is.gd/fGDPiT from Leagle.com.

Charleston Associates, LLC & New Boca Syndications Group, LLC,
Appellants, represented by Neal L. Wolf -- nwolf@freeborn.com. --
Freeborn & Peters LLP, Paul E. Slater -- pes@sperling-law.com --
Sperling & Slater, P.C. & Robert M. Charles, Jr. --
rcharles@lrrc.com -- Lewis Roca Rothgerber Christie LLP.

RA Southeast Land Company, LLC, Appellee, represented by Lenard E.
Schwartzer , Schwartzer & McPherson Law Firm, Rosa Solis-Rainey --
rsr@morrislawgroup.com -- Morris Law Group & Steve L. Morris --
sm@morrislawgroup.com -- Morris Law Group.

US Trustee, Trustee, represented by U.S. Trustee, Las Vegas.

                   About Charleston Associates

Based in Las Vegas, Nevada, Charleston Associates, LLC, is the
successor by merger to Boca Fashion Village Syndications Group,
LLC.  The Debtor initially owned a 96-acre parcel of real estate in
Las Vegas, Nevada and began developing a large community shopping
center thereon.  Situated at the northeast corner of the
intersection of Charleston Boulevard and Rampart Boulevard, the
entire shopping center was to be known as "The Shops at Boca
Park."

The Debtor developed Phases I and II (approximately 54 acres) into
an operating shopping center whose tenants currently include
Target, Petland, Vons, Famous Footwear, Ross, OfficeMax, and a
number of other major national retailers and local retailers.  The
Debtor transferred developed portions of Phases I and II to
affiliates, but retained and continues to own nearly nine acres of
land in Phases I and II.

Phase III encompassed approximately 41.72 acres.  The Debtor
divided Phase III into two parcels consisting of the approximately
18.28-acre parcel that is the Boca Fashion Village property, and an
approximately 23.44-acre parcel of undeveloped land adjacent
thereto.  The Undeveloped Land, which remains largely unimproved,
was subsequently the subject of a "friendly foreclosure" by City
National Bank.

The Debtor developed Boca Fashion Village into an operating
shopping center whose tenants currently include The Cheesecake
Factory, Gordon Biersch, Total Wine and More, Grimaldi's Pizzeria,
Kona Grill, REI, Pink the Boutique, and many other national and
local retailers.  Boca Fashion Village consists of three in-line
buildings containing 138,869 square feet of rentable area and an
additional 3.74 acre site.  The 3.74 acre site was formerly subject
to a ground lease, but is currently owned by Quality Real Estate
Management ("QREM"), and is being renovated to accommodate the
opening of a Fry's Electronics, Inc. store, a "big-box" retail
electronics store.  Approximately 118,258 square feet, or 85.2% of
the rentable area in Boca Fashion Village, is currently leased.  In
addition, there is a cellular tower located on the property that is
currently leased to Nextel.

Charleston Associates filed for Chapter 11 protection (Bankr. D.
Del. Case No. 10-11970) on June 17, 2010.  Judge Kevin J. Carey
presides over the case.  Neal L. Wolf, Esq., Dean Gramlich, Esq.,
and Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Ill., represent the Debtor as counsel.  Bradford J.
Sandler, Esq., and Kathleen P. Makowski, Esq., at Pachulski Stang
Ziehl & Jones, LLP, in Wilmington, Del., represent the Debtor as
Delaware counsel.  In its schedules, the Debtor disclosed
$92,348,446 in assets and $65,064,894 in liabilities.

Attorneys at Brinkman Portillo Ronk, PC, represent the Official
Committee of Unsecured Creditors as counsel.  Thomas M. Horan,
Esq., Steven K. Kortanek, Esq., and Ryan Cicoski, Esq., at Womble
Carlyle Sandridge & Rice, LLP, in Wilmington, Del., represent the
Committee as Delaware counsel.


CHEROKEE PHARMACY: T.J. Gentle Appointed as Ombudsman
-----------------------------------------------------
Pursuant to the Agreed Order Directing the Appointment of a
Consumer Privacy Ombudsman, the U.S. Trustee gives notice that T.J.
Gentle is appointed as a consumer privacy ombudsman in the
jointly-administered Chapter 11 cases of Cherokee Pharmacy &
Medical Supply, Inc. and debtor-affiliates.

T.J. Gentle is located at 832 Georgia Ave, Suite 1200, Chattanooga,
Tennessee 37402.

                    About Cherokee Pharmacy

In 1978, David Terry Forshee, a licensed pharmacist, opened
Cherokee Pharmacy & Medical Supply, Inc., in Cleveland, Tennessee
in 1978.  Forshee's success and entrepreneurial spirit led him to
expand his business into Dalton, Georgia with another Cherokee
Pharmacy in 1980.  His career has included the successful operation
of two additional Cherokee Pharmacies between 1982 and 2000, as
well as, other profitable endeavors.

David Terry Forshee, Cherokee Pharmacy & Medical Supply of Dalton,
Inc. ("Cherokee Dalton"), and Cherokee Pharmacy & Medical Supply,
Inc. ("Cherokee Cleveland") sought Chapter 11 protection (Bankr.
E.D. Tenn. Case Nos. 17-11918 to 17-11920) on April 28, 2017. In
the petitions signed by D. Terry Forshee, president, Cherokee
Dalton estimated less than $50,000 in assets and less than $1
million in liabilities, and Cherokee Cleveland estimated up to
$50,000 in assets and $1 million to $10 million in debt.

Cherokee Delton's and Cherokee Cleveland's cases are jointly
administered.

On Nov. 7, 2017, Douglas R. Johnson, was appointed Chapter 11
trustee for Cherokee Dalton and Cherokee Cleveland.

On Nov. 17, 2017, Robert J. Wilkinson was appointed Chapter 11
trustee for David Forshee's estate.

In Cherokee Dalton and Cherokee Cleveland's cases, Douglas Johnson,
the Trustee, hired Johnson & Mulroony, P.C., as his bankruptcy
counsel; Pharmacy Consulting Associates as consulting agent; and
Scarborough & Fulton as special counsel. Scarborough & Fulton
previously served as bankruptcy counsel to the Debtors.


CLAIRE'S STORES: S&P Cuts CCR to 'D' Following Chapter 11 Filing
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Claire's
Stores Inc. to 'D' from 'CC'.

S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured first-lien debt facilities to 'D' from
'CC'. The recovery rating remains unchanged at '3', indicating our
expectations for meaningful (50% to 70%, rounded estimate: 50%)
recovery in the event of default. We also lowered the issue-level
rating on the company's senior secured second-lien notes and senior
unsecured debt to 'D' from 'C'. The recovery rating is '6',
indicating our expectations for negligible (0%-10%; rounded
estimate: 0%) recovery for lenders in the event of a default."

During the bankruptcy process, S&P expects to withdraw the ratings
after 30 days.

The downgrade follows Claire's announcement that it has filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy Code.
The company's international subsidiaries are not part of the
Chapter 11 filing.


CLEAR CHANNEL: iHeart Bankruptcy No Impact on Moody's B3 CFR
------------------------------------------------------------
Moody's Investors Service says the Chapter 11 bankruptcy filing of
iHeartCommunications, Inc. on March 14, 2018 is not expected to
impact the current B3 CFR or negative outlook for Clear Channel
Worldwide Holdings, Inc. (CCW), which is the rated entity of Clear
Channel Outdoor Holdings, Inc. (CCOH), as long as CCOH is not
consolidated into the bankruptcy. CCOH had a revolving promissory
note due from iHeart in the amount of $1.051 billion as of Q3 2017
and is projected to face a substantial loss on the note, given that
it has an unsecured claim against iHeart, in addition to the loss
of interest income from the note going forward. While this is
clearly a negative for CCOH, the loss was already factored into
Moody's projections.

Clear Channel Worldwide Holdings, Inc. (CCW) is an intermediate
holding company which houses the assets of the international
outdoor advertising operating segment of Clear Channel Outdoor
Holdings, Inc. ("CCOH"). Headquartered in San Antonio, Texas, CCOH
is a leading global outdoor advertising company that generates
annual revenues of approximately $2.6 billion.
iHeartCommunications, Inc. (iHeart) owns 89.5% of CCOH and controls
99% of the voting power.


COTY INC: S&P Affirms 'BB' CCR on Planned Recapitalization
----------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on
Coty Inc. The outlook is stable.

S&P said, "At the same time, we assigned 'BB+' issue-level ratings
to the company's proposed $9.0 billion senior secured credit
facilities, consisting of a $3.0 billion revolver due 2023, a $1.25
billion term loan A due 2023, an Euro term loan A equivalent to
$2.25 billion  due 2023, a $1 billion term loan B due 2025, and an
Euro term loan B equivalent to $1.5 billion due 2025. The '2'
recovery rating indicates our expectation of substantial recovery
(70%-90% rounded estimate 75%) in the event of a payment default.
Coty B.V., a subsidiary of Coty Inc., is a co-borrower of the
revolver. For purposes of the ratings, we view Coty Inc. and its
operating subsidiaries as a group. All ratings are based on
preliminary terms and are subject to review of final documents.
The company plans to use proceeds from the debt offering to repay a
portion of its existing debt, including debt that resides at
Galleria Co."

The company will have $8.0 billion of funded debt at the close of
the transaction.

S&P said, "The affirmation reflects our expectation that Coty will
improve its operating performance, although progress could be
uneven, resulting in stronger credit metrics and increases in free
cash flow. The affirmation also reflects our view that the
recapitilization will be leverage-neutral.

"The stable outlook on Coty reflects our expectation that
management will stabilize the performance of the consumer beauty
segment and grow the acquired P&G beauty assets. In addition, we
expect the company to realize greater efficiencies from the former
P&G brands, and achieve cost reductions in its fiscal 2018. We
forecast adjusted leverage will decline to the low-5.0x area by
year-end fiscal 2018 from the mid-5.0x area at year-end fiscal 2017
and below 5.0x in fiscal 2019.

"We could raise our rating on Coty if it gains traction in
rebuilding the P&G brands, stems its decline in market share,
maintains its strong market position in the beauty category, and
improves its profitability such that its EBITDA margin expands to
20% or above, resulting in it being able to sustain adjusted
leverage below 4.0x. We believe this is unlikely over the next year
given its current level of operating performance.

"We could lower our rating on Coty if it continues to encounter
difficulty in repositioning its consumer beauty business, resulting
in the company not being able to expand its EBITDA margin and
reduce leverage. If this were to occur, we could reconsider the
business risk. We could also lower the rating if the company's
financial policy becomes more aggressive such that it makes
additional debt-financed acquisitions and sustains adjusted
leverage above 5.0x."


CUMULUS MEDIA: Taps Clarick Gueron as Conflicts Counsel
-------------------------------------------------------
Cumulus Media Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Clarick Gueron
Reisbaum LLP as conflicts counsel.

The firm will handle matters to which Paul, Weiss, Rifkind, Wharton
& Garrison LLP, the lead counsel for Cumulus Media and its
affiliates, has "actual or perceived conflicts of interest."

The firm's hourly rates range from $535 to $640 for partners and
from $350 to $435 for associates.  Paraprofessionals charge $195
per hour.

The attorneys who will have primary responsibility for representing
the Debtors and their hourly rates are:

     Nicole Gueron         Partner       $640
     Aaron Crowell         Partner       $535
     Melissa Holsinger     Associate     $435
     Ashleigh Hunt         Associate     $350

Nicole Gueron, Esq., a partner at Clarick Gueron, disclosed in a
court filing that her firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Gueron disclosed that her firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Clarick Gueron professional has varied
his rate based on the geographic location of the Debtors' cases.

Clarick Gueron is yet to prepare a budget for the first interim fee
application period or another reasonable period, Ms. Gueron further
disclosed.

Clarick Gueron can be reached through:

     Nicole Gueron, Esq.
     Gueron Reisbaum LLP
     220 Fifth Avenue
     York, NY 10001
     Phone: 212-633-4312
     Email: ngueron@cgr-law.com

                       About Cumulus Media

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

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

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

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

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

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Dec. 11, 2017.   The Committee tapped Akin
Gump Strauss Hauer & Feld LLP as its legal counsel, and Moelis &
Company LLC as its financial advisor.


CYTORI THERAPEUTICS: Takes Up STAR Clinical Trial Results with FDA
------------------------------------------------------------------
Cytori Therapeutics, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it met with the U.S. Food
and Drug Administration on March 13, 2018, to discuss the outcome
of the STAR (Scleroderma Treatment with Celution Processed Adipose
Derived Regenerative Cells) clinical trial and the Company's plans
for Habeo Cell Therapy.  The STAR trial was a prospective,
double-blind, randomized, multicenter, parallel-group Phase III
pivotal study assessing the safety and efficacy of a single,
subcutaneous administration of Habeo Cell Therapy, a Cytori Cell
Therapy based candidate, into the fingers of patients with hand
dysfunction due to scleroderma.  At the meeting, the FDA provided
verbal feedback that was generally consistent with the Company's
belief that a clinical trial focused on more severely affected
diffuse systemic sclerosis patients could be an appropriate next
step given the results of the STAR clinical trial.  The Company
intends to finalize meeting minutes and pursue additional dialogue
with the FDA to clarify the parameters and key aspects of a
potential follow-on clinical trial of Habeo Cell Therapy before
making financial commitments to further pursue a follow-on clinical
trial.

Cytori stated, "This Current Report on Form 8-K includes
forward-looking statements regarding events, trends and business
prospects, which may affect Cytori's future operating results and
financial position.  Such statements, including, but not limited
to, statements regarding the Cytori's plans to pursue dialogue with
the FDA and possible future clinical trials of Habeo Cell Therapy
that could cause Cytori's actual results and financial position to
differ materially.  These risks and uncertainties include inherent
uncertainties in the conduct of clinical studies and trials and the
results of such trials (including risks that further studies may
not support efficacy or safety of Cytori Cell Therapy), risks
associated with clinical use of Cytori Cell Therapy in studies and
trials not controlled by Cytori, risks to Cytori's intellectual
property portfolio, the risk that Habeo Cell Therapy may never be
successfully commercialized or receive anticipated levels of
commercial acceptance, risks associated with Cytori's ability to
raise additional funding that it may need to continue to pursue any
follow-on clinical trials, and other risks described under the
heading "Risk Factors" in Cytori's Securities and Exchange
Commission Filings on Form 10-K and Form 10-Q.  Cytori assumes no
responsibility to update or revise any forward-looking statements
to reflect events, trends or circumstances after the date hereof."

                           About Cytori

Based in San Diego, California, Cytori -- http://www.cytori.com/--
is a therapeutics company developing regenerative and oncologic
therapies from its proprietary cell therapy and nano-particle
platforms for a variety of medical conditions.  Data from
preclinical studies and clinical trials suggest that Cytori Cell
Therapy acts principally by improving blood flow, modulating the
immune system, and facilitating wound repair.  As a result, Cytori
Cell Therapy may provide benefits across multiple disease states
and can be made available to the physician and patient at the
point-of-care through Cytori's proprietary technologies and
products.  Cytori Nanomedicine is developing encapsulated therapies
for regenerative medicine and oncologic indications using
technology that allows Cytori to use the benefits of its
encapsulation platform to develop novel therapeutic strategies and
reformulate other drugs to optimize their clinical properties.

Cytori reported a net loss of $22.68 million for the year ended
Dec. 31, 2017, compared to a net loss of $22.04 million for the
year ended Dec. 31, 2016.  As of Dec. 31, 2017, Cytori had $31.61
million in total assets, $18.61 million in total liabilities and
$13 million in total stockholders' equity.

The audit report of the Company's independent registered public
accounting firm BDO USA, LLP, in San Diego, California, covering
the Dec. 31, 2017 consolidated financial statements contains an
explanatory paragraph that states that the Company's recurring
losses from operations, liquidity position, and debt service
requirements raises substantial doubt about its ability to continue
as a going concern.


DELCATH SYSTEMS: Widens 2017 Net Loss to $45.1 Million
------------------------------------------------------
Delcath Systems, Inc., filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$45.11 million on $2.71 million of revenue for the year ended Dec.
31, 2017, compared to a net loss of $17.97 million on $1.99 million
of revenue for the year ended Dec. 31, 2016.

As of Dec. 31, 2017, Delcath Systems had $8.88 million in total
assets, $8.20 million in total liabilities and $678,000 in total
stockholders' equity.

Grant Thornton LLP, in New York, New York, issued a "going concern"
opinion in its report on the Company's consolidated financial
statements for the year ended Dec. 31, 2017, stating that Delcath
Systems has incurred recurring losses from operations and as of
Dec. 31, 2017 has an accumulated deficit of $324.8 million.  These
conditions, along with other matters, raise substantial doubt about
the Company's ability to continue as a going concern.

"The Company's existence is dependent upon management's ability to
obtain additional funding sources or to enter into strategic
alliances.  Adequate additional financing may not be available to
us on acceptable terms, or at all.  If the Company is unable to
raise additional capital and/or enter into strategic alliances when
needed or on attractive terms, it would be forced to delay, reduce
or eliminate our research and development programs or any
commercialization efforts.  There can be no assurance that the
Company's efforts will result in the resolution of the Company's
liquidity needs.  If Delcath is not able to continue as a going
concern, it is likely that holders of its common stock will lose
all of their investment.

"The Company anticipates incurring additional losses until such
time, if ever, that it can generate significant sales.  Management
believes that its capital resources are adequate to fund operations
through May 2018.  Additional working capital will be required to
continue operations.  Operations of the Company are subject to
certain risks and uncertainties, including, among others,
uncertainty of product development and clinical trial results;
uncertainty regarding regulatory approval; technological
uncertainty; uncertainty regarding patents and proprietary rights;
comprehensive government regulations; limited commercial
manufacturing, marketing or sales experience; and dependence on key
personnel," the Company stated in the Annual Report.

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

                      https://is.gd/3I330P

                      About Delcath Systems

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


EMPIRE CAPITAL: Chapter 15 Case Summary
---------------------------------------
Chapter 15 Debtor: Empire Capital Resources Pte. Ltd.
                   39 Robinson Road, #20-01
                   Singapore 068911
                   Republic of Singapore

Type of Business:  Empire Capital Resources Pte. Ltd. is a private
                   company incorporated in 2006 engaged in the
                   business of holding other companies.  Empire
                   Capital is headquartered in Singapore.

Chapter 15
Petition Date:     March 19, 2018

Chapter 15
Case No.:          18-10755

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

Judge:             Hon. Michael E. Wiles

Chapter 15
Petitioner:        Sandy Indrawan

Chapter 15
Petitioner's
Counsel:           Kenneth R. Puhala, Esq.
                   SCHNADER HARRISON SEGAL & LEWIS LLP
                   140 Broadway, Suite 3100
                   New York, NY 10005
                   Tel: (212) 973-8140
                   Fax: (212) 972-8798
                   Email: kpuhala@schnader.com

Estimated Assets:  Unknown

Estimated Debts:   Unknown

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

             http://bankrupt.com/misc/nysb18-10755.pdf


ERIN ENERGY: Incurs $151.9 Million Net Loss in 2017
---------------------------------------------------
Erin Energy Corporation filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss
attributable to the Company of $151.89 million on $101.17 million
of revenues for the year ended Dec. 31, 2017, compared to a net
loss of attributable to the Company of $142.40 million on $77.81
million of revenues for the year ended Dec. 31, 2016.

As of Dec. 31, 2017, Erin Energy had $251.12 million in total
assets, $613.90 million in total liabilities and a total
stockholders' deficiency of $362.77 million.

The report from the Company's independent accounting firm Pannell
Kerr Forster of Texas, P.C., on the consolidated financial
statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.

The Company has incurred losses from operations in each of the
years ended Dec. 31, 2017, 2016 and 2015.  As of Dec. 31, 2017, the
Company's total current liabilities of $398.3 million exceeded its
total current assets of $51.3 million, resulting in a working
capital deficit of $347.0 million.  As a result of the low
commodity prices, the Company has not been able to generate
sufficient cash from operations to satisfy certain obligations as
they became due.

Well Oyo-7 is currently shut-in as a result of an emergency shut-in
of the Oyo field production that occurred in early July 2016. This
has resulted in a loss of approximately 1,400 BOPD.  The Company is
currently working on relocating an existing gaslift line to well
Oyo-7 to enable continuous gaslift operation to assist in restoring
lost production volumes.  For cost effectiveness, the relocation of
the gaslift line to well Oyo-7 is now planned to be combined with
the Oyo-9 subsea equipment installation scheduled for the second
half of 2018, subject to fund availability.  During an
approximately two week period starting from late June 2017 to early
July 2017, the owners of the floating, production, storage, and
offloading vessel Armada Perdana suspended its operations due to an
impasse in contract negotiations that led to a temporary shut-in of
the Oyo-8 well during this period.  The FPSO operation was fully
restored and the production from the Oyo-8 well was re-established
on July 6, 2017. Contract negotiations have resumed.

The Company is currently pursuing a number of actions, including
(i) obtaining additional funds through public or private financing
sources, (ii) restructuring existing debts from lenders, (iii)
obtaining forbearance of debt from trade creditors, (iv) reducing
ongoing operating costs, (v) minimizing projected capital costs for
the remaining 2017 exploration and development campaign, (vi)
farming-out a portion of its rights to certain of its oil and gas
properties and (vii) exploring potential business combination
transactions.  There can be no assurances that sufficient liquidity
can be raised from one or more of these actions or that these
actions can be consummated within the period needed to meet certain
obligations.

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

                      https://is.gd/ObN0AZ

                       About Erin Energy

Erin Energy Corporation -- http://www.erinenergy.com/-- is an
independent oil and gas exploration and production company focused
on energy resources in sub-Saharan Africa.  Its asset portfolio
consists of 5 licenses across 3 countries covering an area of 6,100
square kilometers (~1.5 million acres), including current
production and other exploration projects offshore Nigeria, as well
as exploration licenses offshore Ghana and The Gambia.  Erin Energy
is headquartered in Houston, Texas, and is listed on the New York
and Johannesburg Stock Exchanges under the ticker symbol ERN.


ETCHER FARMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Affiliates that simultaneously filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code:

     Debtor                                      Case No.
     ------                                      --------
     Etcher Farms, Inc.                          18-00554
     1422 576th Ave
     Lovilia, IA 50150

     Etcher Family Farms, LLC                    18-00555
     1422 576th Ave
     Lovilia, IA 50150

     Elmwood Farms, LLC                          18-00556
     1422 576th Ave
     Lovilia, IA 50150

Type of Business: Etcher Farms, Etcher Family Farms and
                  Elmwood Farms are privately held companies
                  in Lovilia, Iowa in the dairy farms business.
                  The Debtors own a cropland and dairy
                  complex located in Monroe County.

Chapter 11 Petition Date: March 19, 2018

Court: United States Bankruptcy Court
       Southern District of Iowa (Des Moines)

Debtors' Counsel: Jeffrey D Goetz, Esq.
                  BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE PC
                  801 Grand Ave, Ste 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808
                  Email: goetz.jeffrey@bradshawlaw.com

                     - and -
  
                  Krystal R Mikkilineni, Esq.
                  BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE PC
                  801 Grand Ave, Ste 3700
                  Des Moines, IA 50309
                  Tel: (515) 246-5870
                  Fax: (515) 246-5808
                  Email: mikkilineni.krystal@bradshawlaw.com

Assets and Liabilities:

                                 Assets        Liabilities
                              ----------       -----------
Etcher Farms, Inc.            $16,590,000      $10,000,000
Etcher Family Farms            $7,230,000       $6,840,000
Elmwood Farms, LLC             $3,870,000       $4,670,000

The petitions were signed by Scott Etcher, vice president and CEO.

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

             http://bankrupt.com/misc/iasb18-00554.pdf
             http://bankrupt.com/misc/iasb18-00555.pdf
             http://bankrupt.com/misc/iasb18-00556.pdf

A. List of Etcher Farms, Inc.'s 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Precision Pumping                  Pumping services       $76,750
                                   for manure/corral
                                       cleaning

Dairy Consulting                   Nutritionist, feed,    $72,454
                                      and fed ration
                                   consulting services

Furst McNess Co.                   Feed supplier for      $51,733
                                        cattle

Grain Processing Corporation       Supplier of feed       $49,257
                                    for the cattle

Cantril Feed & Grain               Supplier of all        $32,915
                                   feed for cattle

AgriBlenders                       Cattle medicine        $26,458

CR Feeds & Fiber LLC               Supplier of feed       $14,068
                                     for cattle

Monroe County Treasurer            Property Taxes         $13,802

Smith Fertilizer & Grain             Grinding and         $12,906
                                   storage of grain

Nationwide Agribusiness            Umbrella Insurance     $12,612
                                  policy for the farm
                                   
J & C Express                      Trucking services      $11,486
                                    for hauling feed
                                    and hay provider

Kalvesta Implement                 Supplier of parts      $10,583
Co., Inc.                          for the chopper

Teno Farms                         Supplier of hay         $9,630

Goods IBA Service                   Supplies for           $9,047
                                  cattle and dairy

Cada Farms                         Supplier of hay         $8,824
                                     for cattle

Agribusiness                         Financial             $7,500
Consultants                         Consultants

Fuller's Milker Center             Provides parts          $6,623
                                 for milking systems
                                   and the monthly
                                   subscription for
                                    the computer
                                   program to milk
                                       the cows

Ramsey Grinding                      Provides hay          $6,207
                                  grinding services

Roger Kool, LLC                    Supplier of feed        $5,246
                                    for the cattle

Chariton Valley Electric              Utilities            $4,734

B. List of Etcher Family Farms, LLC's 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Precision Pumping                  Pumping services      $300,344
1333 E. Booth St.                  for manure/corral
Quincy, IL 62305                       cleaning

Jason Denning                      Provider of corn      $220,000
                                        silage

Cottonseed LLC                     Feed supplier for      $41,958
                                         cattle

DeWitt Vet Clinic                  Veterinary services    $32,005

John Deere Financial               Revolving multi-use    $25,989
                                     charge account

Bruce Duesterhaus                  Supplier of hay for    $21,535
                                         cattle

Fullers Milker Center                   Supplies          $20,910

Animal Health                      Veterinary Supplies    $16,818
International

Cada Family Farms                  Hay supplier for       $16,039
                                        Cattle

GPC                                  Feed supplier        $14,425

Walfort Farms                        Hay supplier         $12,352

American Agco                       Feed provider         $11,764
                                     for cattle


Agriland FS                         Provider of           $10,407
                                    fuel and oil

Goods IBA                            Supplies for          $9,353
                                   cattle and dairy

Henry County Treasurer              Property taxes         $9,328

Network Trading Inc                Supplier of feed        $7,764
                                      for cattle

Access Energy                      Electric service        $7,404
                                      provider

Ideal Ready Mix                    Purchase sand as        $6,082
                                   bedding for cows

National Minerals Corporation      Supplier of crushed     $6,068
                                   rock for driveway
                                       and road

Faegre Baker                        Legal services         $5,775
Daniels, LLP

C. List of Elmwood Farms, LLC's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Precision Pumping                  Pumping services      $569,745
1333 E 1500th St.                     for manure/
Quincy, IL 62305                   corral cleaning

Dairy Consulting Service           Nutritionist, feed    $253,622
Attn: TD&T                           and feed ration
317 High Ave East                  consulting services
Oskaloosa, IA 52577

Foster Farms                       Provider of feed      $135,000
                                   and grain for the
                                       cattle

DeWitt Veterinary Clinic           Veterinary services,  $104,622
                                     pharmaceuticals
                                   and medicines for
                                      the cattle

Quail Lakes Farms                    rental of farm,      $83,125
                                   3 year agreement

Cantril Feed & Grain               Feed supplier for      $72,600
                                       cattle

Jeffrey Rohlwing                   Provider of hay        $59,235

Fullers Milker Center              Cleaning supplies      $34,272
                                   for the dairy,
                                   repairs on the
                                   parlor, herd
                                   tracking system
                                      provider

Furst McNess Co.                   Feed supplier for      $29,362
                                        cattle

Loziers Oil                           Fuel and oil        $27,549
                                        supplier

Prairie State Select Sires           Breeding semen       $15,577
                                        provider

GPC                                Supplier of feed       $10,567

Albercht Well Drilling             Provides services      $10,324
                                    and parts for
                                   maintenance of
                                      the Well

ADM                                  Feed supplier         $8,816
                                     for cattle

Doug Earp                            Services and          $8,524
                                    repairs on the
                                     flush system

American Agco                       Feed supplier          $7,715
                                     for cattle

Animal Health                        Veterinary            $6,536
International                         supplies

Corsaw Hardware                   Bedding provider         $6,500
Lumber Inc.                         for the cattle

Maurer-Stutz, Inc.                Manage of manure         $6,267
                                    disposal and
                                   manure record
                                   keeping, dirty
                                  water analysis,
                               testing, and disposal

Central Butane Gas               Provider of Butane        $5,883
                                 and Propane for the
                                  facility and shop


EXCO RESOURCES: Posts $24.4 Million Net Income in 2017
------------------------------------------------------
EXCO Resources, Inc. filed with the Securities and Exchange
Commission its annual report on Form 10-K reporting net income of
$24.36 million on $283.64 million of total revenues for the year
ended Dec. 31, 2017, compared to a net loss of $225.25 million on
$271 million of total revenues for the year ended Dec. 31, 2016.

As of Dec. 31, 2017, EXCO Resources had $840.34 million in total
assets, $1.68 billion in total liabilities and a total
stockholders' deficit of $846.19 million.

On Jan. 15, 2018, the Company and certain of its subsidiaries,
including EXCO Services, Inc., EXCO Partners GP, LLC, EXCO GP
Partners OLP, LP, EXCO Partners OLP GP, LLC, EXCO Operating
Company, LP, EXCO Midcontinent MLP, LLC, EXCO Holding (PA), Inc.,
EXCO Production Company (PA), LLC, EXCO Resources (XA), LLC, EXCO
Production Company (WV), LLC, EXCO Land Company, LLC, EXCO Holding
MLP, Inc., Raider Marketing, LP, Raider Marketing GP, LLC filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code in the U.S. Bankruptcy Court for the Southern District of
Texas.  The Chapter 11 cases are being jointly administered under
the caption In Re EXCO Resources, Inc., Case No. 18-30155 (MI). The
Court granted all of the first day motions filed by the Debtors
that were designed primarily to minimize the impact of the Chapter
11 proceedings on our operations, customers and employees.

"We were not able to reach an agreement with our creditors for a
plan of reorganization prior to commencement of the Chapter 11
Cases.  Therefore, the outcome of our Chapter 11 process is subject
to a high degree of uncertainty and is dependent upon factors
outside of our control, including actions of the Court and our
creditors.  The significant risks and uncertainties related to our
Liquidity and Chapter 11 proceedings described above raise
substantial doubt about our ability to continue as a going
concern."

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

                     https://is.gd/hRmMut

                     About EXCO Resources

EXCO Resources, Inc. (otc pink:XCOO) --
http://www.excoresources.com/-- is an oil and natural gas
exploration, exploitation, acquisition, development and production
company headquartered in Dallas, Texas with principal operations in
Texas, North Louisiana and the Appalachia region.  EXCO's
headquarters are located at 12377 Merit Drive, Suite 1700, Dallas,
TX 75251.

The Debtors' cases have been assigned to the Honorable Marvin
Isgur.

The Debtors tapped Gardere Wynee Sewell LLP, and Kirkland & Ellis
LLP, as bankruptcy counsel; PJT Partners LP as financial advisor;
Alvarez & Marsal North America, LLC, as restructuring advisor; and
Epiq Bankruptcy Solutions, LLC, as claims agent.

An official committee of unsecured creditors has been appointed in
the case.  The committee is represented by lawyers at Jackson
Walker and Brown Rudnick.


EXPERT CAR: Case Summary & 12 Unsecured Creditors
-------------------------------------------------
Affiliates that filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code:

      Debtor                                          Case No.
      ------                                          --------
      Expert Car Care 3, L.L.C.                       18-01439
      1009 Hill St.
      New Smyrna Beach, FL 32169

      Expert Car Care 4, L.L.C.                       18-01440
      1009 Hill St.
      New Smyrna Beach, FL 32169

Business Description: Expert Car Care 3 and Expert Car Care 4 are
                      privately held companies in Sanford,
                      Florida, engaged in the business of
                      automotive repair and maintenance.

Chapter 11 Petition Date: March 16, 2018

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

Judge: Hon. Cynthia C. Jackson

Debtors' Counsel: Aldo G Bartolone, Jr., Esq.
                  BARTOLONE LAW, PLLC
                  4767 New Broad Street
                  Orlando, FL 32814
                  Tel: (407) 294-4440
                  Fax: (407) 287-5544
                  Email: aldo@bartolonelaw.com

                                 Estimated          Estimated
                                   Assets          Liabilities
                                ----------         -----------
Expert Car Care 3, L.L.C.    $500,000-$1 mil.    $1 mil.-$10
million
Expert Car Care 4, L.L.C.    $500,000-$1 mil.    $1 mil.-$10
million

The petitions were signed by James Sada, managing member.

A full-text copy of Expert Car Care 3, L.L.C.'s petition
containing, among other items, a list of the Debtor's 12 largest
unsecured creditors is available for free at:

            http://bankrupt.com/misc/flmb18-01439.pdf

A full-text copy of Expert Car Care 4, L.L.C.'s petition
containing, among other items, a list of the Debtor's nine largest
unsecured creditors is available for free at:

            http://bankrupt.com/misc/flmb18-01440.pdf


FILTRATION GROUP: Moody's Affirms B2 CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed Filtration Group Corporation's
B2 Corporate Family Rating (CFR) and B2-PD Probability of Default
rating following the company's announcement to acquire a company
that will be folded into Filtration Group's Industrial Technologies
Group and Multisorb Technologies (Multisorb) for approximately $500
million. At the same time, Moody's assigned B2 senior secured
ratings to the proposed first-lien revolving credit facility and
proposed first-lien term loan that are being placed to fund the
transactions in addition to refinancing Filtration Group's existing
credit facility. The rating outlook is stable.

Moody's expects to withdraw the B2 ratings on Filtration Group's
existing senior secured first-lien revolving credit facility and
senior secured first-lien term loan upon closing of the proposed
credit facility.

RATINGS RATIONALE

The affirmations reflect robust organic revenue momentum (7% in
fiscal 2017), boosted by the acquisitions of Mahle Industrial
Filtration (Mahle) in late 2016 and Porous Technologies in early
2017, and Filtration Group's demonstrated ability to de-lever
through earnings growth since those transactions closed. The
proposed acquisitions push leverage to a level that is high for the
rating, thereby weakening the company's position within the B2
rating category. As the company expands its revenue base, the size
of acquisitions could also increase, creating the potential for
heightened financial and operational (integration) risks that could
materially impact consolidated results. At this time, however, the
favorable end market fundamentals driving the organic growth, high
percentage of recurring revenues, steadily improving margins and
solid free cash flow provide financial flexibility to help mitigate
concerns with the elevated leverage.

The B2 CFR reflects high leverage - pro forma over 6.5x with
expectations to fall to the 6x range within 18 months - with modest
but improving scale and an active, largely debt-financed
acquisition strategy. The rating also considers Filtration Group's
leading positions, aided by acquisitions, in niche markets for
filtration products that are used in a wide variety of industries
and end markets (medical and bioscience, healthcare, transmission
and industrial and environmental air), many of which are
experiencing highly favorable demand conditions. The
replacement/consumables business (over 80% of total sales) and low
capital expenditure needs translate into good free cash flow
(averaged roughly $60 million per year over the past three years
with expectations to generate at least $75 million over the next
12-18 months), which compares favorably to similarly-rated peers.
This large recurring revenue base, combined with the relatively
low-average price of filters and critical importance to customers'
overall system/process reduces Filtration Group's vulnerability to
cyclical downturns. Solid margins and good geographic
diversification - approximately 50% of sales generated outside of
the US - provide additional support to the rating.

The stable outlook reflects Moody's expectations for organic growth
to remain strong through 2018 and for credit metrics, namely
debt-to-EBITDA, to improve as revenue and cost synergies drive
earnings growth. Moody's expects Filtration Group's long-term
growth strategy to include acquisitions as it builds out its
capabilities in the large and highly fragmented air and fluid
filtration markets. However, these acquisitions stretch the balance
sheet and add integration challenges, resulting in limited capacity
for additional debt-funded transactions over the next twelve
months.

Moody's took the following rating actions on Filtration Group
Corporation:

Affirmations:

-- Probability of Default Rating, at B2-PD

-- Corporate Family Rating, at B2

Assignments:

-- Senior Secured First-Lien Revolving Credit Facility, at B2
    (LGD3)

-- Senior Secured First-Lien Term Loan, at B2 (LGD3)

Rating outlook stable

Ratings Unchanged, to be withdrawn upon closing of this
transaction:

-- Senior Secured First-Lien Revolving Credit Facility, at B2
    (LGD3)

-- Senior Secured First-Lien Term Loan, at B2 (LGD3)

Ratings are not expected to be upgraded over the next 12-18 months
but the continuation of strong organic revenue growth (mid-to-high
single digits) into 2019, leading to greater than anticipated free
cash flow for accelerated debt repayment and/or improved financial
flexibility could result in positive rating pressure. Margin
expansion greater than 100 bps per year would also be viewed
favorably. Quantitatively, debt-to-EBITDA trending towards 5x and
free cash flow-to-debt in the high single digits for an extended
period of time could result in positive rating action. Ratings
could be downgraded if there is a material decline in revenues
potentially driven by several key end markets correlating to the
downside or increased competition from larger competitors,
flat-to-weaker year-over-year free cash flow or the inability to
maintain current margin levels. Downward rating pressure could also
result from sustained debt-to-EBITDA above 6.25x or free cash
flow-to-debt falling to the low-single digit range.

Moody's views Filtration Group's liquidity profile as good with
cash over $50 million at September 30, 2017 and Moody's expectation
for free cash flow of $70+ million over the next 12-18 months. The
proposed $150 million revolving credit facility set to expire 2023
is expected to have near full availability at transaction with
limited usage over the next year. The facility is expected to
include a springing net leverage covenant based on a 30%
utilization trigger with a threshold of 8.7x. Moody's anticipates
net leverage to remain below the covenant requirement in the event
the test is triggered. The company has approximately $17 million of
annual amortization payments on the new, upsized term loan.
Filtration Group has sizable overseas operations which could serve
as alternative sources of liquidity, if necessary.

Filtration Group is a designer and manufacturer of air and fluid
filtration products to a broad array of end markets, operating
through its Life Sciences (bioscience, pharmaceuticals, HVAC, paint
& industrial finishing) and Industrial Technologies (food &
beverage, oil & gas, transmission, hydraulics) divisions. The
company is 80%-owned by an affiliate of Madison Industries with the
remaining 20% owned by management. Revenues for the year ended
December 31, 2017 were approximately $1.2 billion, $1.4 billion on
a pro forma basis when including these proposed acquisitions.

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


FIRST NBC: Debtor & Committee File Separate Chapter 11 Plans
------------------------------------------------------------
BankruptcyData.com reported that First NBC Bank Holding filed with
the U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and
related Disclosure Statement. According to the Disclosure
Statement, "The classes of Claims against and Equity Interests in
the Debtor shall be treated under the Plan as follows: Each holder
of an Allowed General Unsecured Claim shall receive on the Plan
Distribution Date, in satisfaction of its Allowed General Unsecured
Claim, Cash in an amount equal to such holder's Pro Rata Share of
the Litigation and Distribution Trust. Class 3 – Equity Interests
(Common Stock) Holders of Interests in the Debtor shall have left
unaltered the legal, equitable, and contractual rights to which
each such Holder is entitled on account of such Interest. Class 4
– Series D Preferred Equity Interests Holders of Interests in the
Debtor shall have left unaltered the legal, equitable, and
contractual rights to which each such Holder is entitled on account
of such Interest. 5 Class 5 – Series E Preferred Equity Interests
Holders of Interests in the Debtor shall have left unaltered the
legal, equitable, and contractual rights to which each such Holder
is entitled on account of such Interest."

The Company's official committee of unsecured creditors also filed
with the Court its own Chapter 11 Plan of Reorganization and
related Disclosure Statement. According to the committee's
Disclosure Statement, "The Committee believes the Debtor and its
former auditor (Ernst) engaged in serious mismanagement and
wrongdoing. While the exact roles of the Debtor's former management
and Ernst, and the extent of culpability of each, will be
determined in litigation that likely will not conclude until after
the Effective Date, nevertheless, the Committee lacks confidence
that the Debtor, managed and controlled by its prepetition
shareholders and directors, will operate the Debtor consistently
with the Debtor's fiduciary duties and the paramount interests of
creditors. Accordingly, the Committee seeks confirmation of the
Plan, which divests the Debtor's shareholders and current
management from any control over the Debtor after the Effective
Date and does so in a way that may preserve the Debtor's net
operating losses (NOLs) for monetization after the Effective
Date."

In addition, "In contrast, the Committee's Plan promises creditors
no more than the Committee believes creditors can achieve. The Plan
contemplates creditors, and not the Debtor's existing shareholders
and directors, will control the Reorganized Debtor's operations and
finances. Additionally, Allowed General Unsecured Claims will be
hold interests in a Litigation Trust that will pursue the Former
Officer and Director Claims as well as the Ernst Claims for the
benefit of holders of interests in the Litigation Trust."

                  About First NBC Bank Holding

First NBC Bank Holding Company -- http://www.firstnbcbank.com/--  
is a bank holding company, headquartered in New Orleans, Louisiana,
which offers a broad range of financial services through its
wholly-owned banking subsidiary, First NBC Bank, a Louisiana state
non-member bank.

First NBC Bank's primary market is the New Orleans metropolitan
area and the Florida panhandle.  It serves its customers from its
main office located in the Central Business District of New
Orleans, 38 full service branch offices located throughout its
market and a loan production office in Gulfport, Mississippi.

First NBC Bank sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017.  The
petition was signed by Lawrence Blake Jones, chief restructuring
officer.  The Debtor disclosed $6 million in assets and $65 million
in liabilities as of May 10, 2017.

The bankruptcy filing follows the appointment of the Federal
Deposit Insurance Corporation as receiver of First NBC Bank, the
Debtor's wholly owned subsidiary and principal asset, on April 28,
2017, for which the Debtor has previously announced that it does
not expect any recovery.

The case is assigned to Judge Elizabeth W. Magner.  

Steffes, Vingiello & McKenzie, LLC, is the Debtor's bankruptcy
counsel.  Phelps Dunbar, LLP serves as local counsel, and
PricewaterhouseCoopers LLP serves as accountant.

On May 18, 2017, the U.S. Trustee for Region 5 appointed an
official committee of unsecured creditors.  Jeffrey D. Sternklar
LLC is the committee's legal counsel while Stewart Robbins & Brown,
LLC is its legal counsel.

                         *     *     *

The Creditors Committee has filed a motion seeking the appointment
of a Chapter 11 Trustee in the Debtor's case.


FIRSTENERGY SOLUTIONS: Borrows $500M Under 2016 Credit Agreement
----------------------------------------------------------------
FirstEnergy Solutions Corp., a wholly owned subsidiary of
FirstEnergy Corp. (FE), borrowed $500 million from FE under the
Credit Agreement, dated as of Dec. 6, 2016, among FES, as Borrower,
FirstEnergy Generation, LLC, a wholly-owned subsidiary of FES, and
FirstEnergy Nuclear Generation, LLC, a wholly-owned subsidiary of
FES, as Guarantors, and FE, as lender.  The committed line of
credit available under the Credit Agreement has now been fully
utilized by FES.

                      About FirstEnergy

Headquartered in Akron, Ohio, FirstEnergy and its subsidiaries --
http://www.firstenergycorp.com/-- are principally involved in the
generation, transmission and distribution of electricity.
FirstEnergy's ten utility operating companies comprise one of the
nation's largest investor-owned electric systems, based on serving
six million customers in the Midwest and Mid-Atlantic regions.  Its
regulated and unregulated generation subsidiaries control nearly
17,000 MWs of capacity from a diverse mix of non-emitting nuclear,
scrubbed coal, natural gas, hydroelectric and other renewables.
FirstEnergy's transmission operations include approximately 24,000
miles of lines and two regional transmission operation centers.

FirstEnergy Solutions reported a net loss of $2.39 billion for the
year ended Dec. 31, 2017, following a net loss of $5.45 billion for
the year ended Dec. 31, 2016.

PricewaterhouseCoopers LLP, in Cleveland, Ohio, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, stating that
FirstEnergy Solutions Corp.'s current financial position and the
challenging market conditions impacting liquidity raise substantial
doubt about its ability to continue as a going concern.

                          *     *    *

As reported by the TCR on Dec. 20, 2017, Fitch Ratings had affirmed
FirstEnergy Corporation's Long-Term IDR at 'CC'.

In August 2017, S&P Global Ratings said it lowered its issuer
credit rating on FirstEnergy Solutions Corp. to 'CCC-' from 'CCC'.
S&P said, "The rating action stems from the recent announcement by
FirstEnergy Solutions that it was pursuing exchange discussions
with its creditors."

FirstEnergy Solutions Corp carries a 'Caa1' corporate family rating
from Moody's.


FTI CONSULTING: S&P Alters Outlook to Stable & Affirms 'BB+' CCR
----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on FTI Consulting
Inc. to stable from negative. At the same time, S&P affirmed its
ratings on the company, including the 'BB+' corporate credit
rating.

S&P said, "The outlook revision reflects FTI's improved operating
performance in the second half of 2017 and our expectation that the
company will maintain its adjusted debt leverage below 2x over the
next 12 months, a decline from the 3.3x levels in the second
quarter of 2017. We also expect the company to maintain stable
operating performance with modest revenue growth due to increased
demand for its corporate finance and restructuring and forensic and
ligation consulting segments. We believe a mid-1x to low-2x
adjusted debt leverage is appropriate for the 'BB+' corporate
credit rating, given the company's vulnerability to changes in the
demand for highly specialized consulting services.

"The stable outlook reflects our expectation that FTI will benefit
from low-single-digit percentage revenue growth due to increased
consulting demand and consultant utilization over the next 12
months, while maintaining its adjusted debt leverage below 2x.

"We could lower our corporate credit rating on FTI if the company's
operating performance deteriorates due to increased competition or
lower-than-expected demand for corporate finance and restructuring
and forensic and ligation consulting segments, resulting in
leverage approaching 3x. Additionally, we could lower the rating if
the company adopts a more aggressive financial policy and pursues
large debt-financed acquisitions or share repurchases.

"We view an upgrade as unlikely over the next 12 months. We could
raise the rating if FTI meaningfully increases its scale and
diversification. Additionally, an upgrade would also depend on FTI
maintaining mid-single-digit percentage revenue and EBITDA growth
and adjusted debt leverage below 2x."


GASTAR EXPLORATION: Deregisters $300M Unsold Securities
-------------------------------------------------------
Gastar Exploration Inc. filed on April 4, 2017, a registration
statement with the Securities and Exchange Commission on Form S-3,
as amended by pre-effective amendment No. 1 to Form S-3 dated May
22, 2017, which was declared effective by the SEC on June 2, 2017,
to register (i) the sale of up to $300 million of securities
pursuant to primary offerings by the registrant (the "Primary
Securities") and (ii) for resale by the selling stockholders of up
to 169,933,626 shares of the Company's common stock, par value
$0.001.

The Company filed a post-effective amendment No. 2 to Form S-3 on
Form S-1 on March 15, 2018 to (i) deregister the Primary
Securities, which all remain unsold, and (ii) convert the
Registration Statement from Form S-3 into a registration statement
on Form S-1 because the Company does not currently satisfy the
registrant eligibility requirements of Form S-3.

Additionally, the Post-Effective Amendment No. 2 to Form S-3 on
Form S-1 contains an updated prospectus relating to the offering
and sale of the Resale Securities by the selling stockholders.  All
filing fees payable in connection with the registration of the
Primary Securities and the Resale Securities covered by the
Registration Statement were paid by the registrant at the time of
the initial filing of the Registration Statement on Form S-3.

Gastar's common stock trades on the NYSE American LLC under the
symbol "GST."  The last reported sales price of the Company's
common stock on March 14, 2018 was $0.70 per share.  

A full-text copy of the regulatory filing is available at:

                     https://is.gd/ma8XDV

                   About Gastar Exploration

Houston, Texas-based Gastar Exploration Inc. --
http://www.gastar.com/-- is a pure play Mid-Continent independent
energy company engaged in the exploration, development and
production of oil, condensate, natural gas and natural gas liquids.
Gastar's principal business activities include the identification,
acquisition and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays.  Gastar holds a concentrated acreage
position in what is believed to be the core of the STACK Play, an
area of central Oklahoma which is home to multiple oil and natural
gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford
and Hunton formations.

Gastar Exploration reported a net loss attributable to common
stockholders of $61.22 million on $76.58 million of revenues for
the year ended Dec. 31, 2017, compared to a net loss attributable
to common stockholders of $103.53 million on $61.11 million of
revenues for the year ended Dec. 31, 2016.  As of Dec. 31, 2017,
Gastar Exploration had $380.12 million in total assets, $411.95
million in total liabilities and a total stockholders' deficit of
$31.82 million.

                          *     *     *

In March 2017, S&P Global Ratings affirmed its 'CCC-' corporate
credit rating, with a negative outlook, on Gastar Exploration.
Subsequently, S&P withdrew all its ratings on Gastar at the
issuer's request.

In April 2017, Moody's Investors Service withdrew all assigned
ratings for Gastar Exploration, including the 'Caa3' Corporate
Family Rating, following the elimination of all of its rated debt.


GASTAR EXPLORATION: Lowers Net Loss to $61.2 Million in 2017
------------------------------------------------------------
Gastar Exploration Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss
attributable to common stockholders of $61.22 million on $76.58
million of revenues for the year ended Dec. 31, 2017, compared to a
net loss attributable to common stockholders of $103.53 million on
$61.11 million of revenues for the year ended Dec. 31, 2016.

As of Dec. 31, 2017, Gastar Exploration had $380.12 million in
total assets, $411.95 million in total liabilities and a total
stockholders' deficit of $31.82 million.

                    Fourt Quarter Results

Net loss attributable to Gastar's common stockholders for the
fourth quarter of 2017 was $16.6 million, or a loss of $0.08 per
share, compared to a fourth quarter 2016 net loss of $8.2 million,
or a loss of $0.06 per share.  Adjusted net loss attributable to
common stockholders (non-GAAP), which excludes non-cash and unusual
items, improved to $6.6 million, or a loss of $0.03 per share for
the fourth quarter of 2017, compared to an adjusted net loss
attributable to common stockholders of $7.5 million, or a loss of
$0.06 per share, for the fourth quarter 2016 and an adjusted net
loss attributable to common stockholders of $11.2 million, or $0.08
per share, for the third quarter of 2017.

Adjusted earnings before interest, income taxes, depreciation,
depletion and amortization (non-GAAP) for the fourth quarter of
2017 increased 46% to $15.5 million compared to adjusted EBITDA of
$10.6 million for the fourth quarter of 2016 and up 49%
sequentially from $10.4 million for the third quarter of 2017.

Revenues from oil, condensate, natural gas and natural gas liquids,
before the effects of commodity derivatives contracts, totaled
$23.7 million in the fourth quarter of 2017, a 38% increase from
$17.2 million in the fourth quarter of 2016 and a 30% increase from
$18.2 million in the third quarter of 2017.  The increase from the
fourth quarter of 2016 in oil, condensate, natural gas and NGLs
revenues primarily resulted from an 18% increase in equivalent
product pricing and a 17% increase in equivalent production
volumes.  The increase from third quarter 2017 revenues was due to
a 17% increase in equivalent product pricing and an 11% increase in
equivalent production volumes.

Commodity derivatives were in place for approximately 88% of the
Company's oil and condensate production, 68% of its natural gas
production and 33% of its NGLs production for the fourth quarter of
2017.  Commodity derivative contracts settled during the period
resulted in a $1.7 million increase in revenue compared to a $1.8
million increase in revenues in the fourth quarter of 2016.

In the Mid-Continent area, lease operating expenses per Boe of
production were $9.14 in the fourth quarter of 2017 versus $8.67 in
the fourth quarter of 2016 and $10.80 in the third quarter of 2017,
including workover costs.  Excluding workover expense, LOE per Boe
for the fourth quarter of 2017 was $8.64 as compared to $7.09 per
Boe in the fourth quarter of 2016 and $8.80 per Boe for the third
quarter of 2017.  

General and administrative expense was $4.4 million in the fourth
quarter of 2017 compared to $3.6 million in the fourth quarter of
2016 and $4.1 million in the third quarter of 2017.  G&A expense
for the fourth quarter of 2017 included $1.9 million of non-cash
stock-based compensation expense, versus $773,000 in the fourth
quarter of 2016 and $1.8 million in the third quarter of 2017.  

Michael Gerlich, Gastar's chief financial officer, commented, "We
ended 2017 with a solid fourth quarter and strong momentum entering
2018.  Fourth quarter revenues, before the effects of our commodity
derivatives, were up substantially over the fourth quarter of 2016,
driven by a 17% increase in production and an 18% increase in
product pricing."  

"We achieved numerous other objectives during the year, including
operational improvements and significant reserve growth,
particularly across our STACK Play acreage which increased 184%
year-over-year.  With the capital restructuring in March 2017 and
the recent closing of our WEHLU asset divestiture, we are better
positioned to focus on building shareholder value."

                  Liquidity and Capital Budget

Gastar's capital expenditures in the fourth quarter of 2017 totaled
$36.9 million, comprised of $29.1 million for drilling, completions
and infrastructure costs, $5.0 million for unproved acreage
extensions, renewals and additions and $2.8 million of other
capitalized costs.  For all of 2017, capital expenditures,
excluding acquisitions and divestments, totaled $131.4 million.

As previously reported, the Company has approved a 2018 capital
budget of approximately $115 million comprised of $69.5 million for
a one-rig STACK operated drilling and completion program, $15.7
million for STACK non-operated drilling and completion costs, $18.2
million in leasing costs and $11.6 million for capitalized interest
and administration costs.  The Company expects approximately 86% of
the 2018 capital budget to be operated.  The Company plans to fund
its 2018 capital budget through existing cash balances, internally
generated cash flow from operating activities, net cash proceeds
from the WEHLU Sale and possible future property sales.  

On Feb. 28, 2018 the Company completed the previously announced
sale of its interest in WEHLU for $107.5 million, adjusted for the
effective date of Oct. 1, 2017 and resulting in net cash proceeds
of $98.8 million at closing.     

                 Operations Review and Update

Stephen Roberts, senior vice president and chief operating officer,
commented, "The new drilling and completion techniques that we
implemented continue to produce positive results.  As compared to
the first half of 2017, we have seen a reduction in the number of
days to drill a well from 19.4 to 12.4 days and reduced completion
days from seven to four.  Based on efficiency improvements, our
current cost per well is expected to be approximately $4.5 million
for Osage wells and $4.7 million for Meramec wells.  We are
particularly pleased with the improvement in production of our new
Gen 3.0 completion design when compared to earlier generation well
completions.  We will continue to explore for ways to improve
production performance as we further de-risk and delineate the
Meramec and Osage formations on our STACK Play acreage throughout
2018."

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

                         https://is.gd/WmzoZG

                      About Gastar Exploration

Houston, Texas-based Gastar Exploration Inc. --
http://www.gastar.com/-- is a pure play Mid-Continent independent
energy company engaged in the exploration, development and
production of oil, condensate, natural gas and natural gas liquids.
Gastar's principal business activities include the identification,
acquisition and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays.  Gastar holds a concentrated acreage
position in what is believed to be the core of the STACK Play, an
area of central Oklahoma which is home to multiple oil and natural
gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford
and Hunton formations.

                          *     *     *

In March 2017, S&P Global Ratings affirmed its 'CCC-' corporate
credit rating, with a negative outlook, on Gastar Exploration.
Subsequently, S&P withdrew all its ratings on Gastar at the
issuer's request.

In April 2017, Moody's Investors Service withdrew all assigned
ratings for Gastar Exploration, including the 'Caa3' Corporate
Family Rating, following the elimination of all of its rated debt.


GENWORTH LIFE: A.M. Best Lowers FSR to 'B-(fair)'
-------------------------------------------------
A.M. Best has downgraded the Financial Strength Rating (FSR) to B+
(Good) from B++ (Good) and the Long-Term Issuer Credit Rating
(Long-Term ICR) to "bbb-" from "bbb" of Genworth Life and Annuity
Insurance Company (GLAIC) (Richmond, VA). Concurrently, A.M. Best
has downgraded the FSR to B- (Fair) from B (Fair) and the Long-Term
ICRs to "bb-" from "bb+" of Genworth Life Insurance Company (GLIC)
(Wilmington, DE) and Genworth Life Insurance Company of New York
(GLICNY) (New York, NY). Additionally, A.M. Best has downgraded the
Long-Term ICRs to "b" from "bb-" of Genworth Financial, Inc.
(Genworth) [NYSE: GNW] and Genworth Holdings, Inc. (both domiciled
in Delaware), as well as their Long-Term Issue Credit Ratings
(Long-Term IR). Lastly, A.M. Best has maintained the under-review
status of all Credit Ratings (ratings) and revised the implications
to developing from negative. (Please see below for a detailed list
of the Long-Term IRs.)

The ratings of GLIC reflect its balance sheet strength, which A.M.
Best categorizes as weak, as well as its marginal operating
performance, limited business profile and appropriate enterprise
risk management. Separately, the ratings of GLAIC reflect its
strong balance sheet but marginal operating performance, limited
business profile and appropriate risk management.

GLIC's operations remain focused on the long-term care market
(LTC), which A.M. Best has on its product continuum at the high end
of risk. A.M. Best continues to view the risk-adjusted capital
level as weak, as measured by Best's Capital Adequacy Ratio (BCAR)
for year-end 2016, partially reflecting required LTC capital
charges from a revision to the model in October 2017. Separately,
the LTC block continues to require periodic reserve strengthening,
which further calls into question the overall strength of the
reserves. A.M. Best notes the company's continued successful
efforts to garner rate increases across its various LTC blocks, but
operating performance remains volatile, and with the limited
product profile, prevents significant organic growth, which
currently is mainly based on continued price increases. On the
other hand, GLAIC's balance sheet, as measured by BCAR, remains
strong and reflective of the company's decision to halt new sales
back in 2016. However, this has continued to give rise to marginal
and volatile operating performance with a limited business
profile.

From a holding company standpoint, management has been able to
formulate adequate financial flexibility, given a limited ability
to access the equity markets at this time. Genworth has secured a
plan to address the upcoming $600 million of senior debt due in May
2018. In addition, it currently maintains close to $900 million of
holding company liquidity. In addition, cash flow from the domestic
and international mortgage businesses remains good. A.M. Best also
believes there still remains a fair amount of regulatory risk
regarding the company's potential acquisition by China Ocean wide,
along with uncertainty over the successful completion of the
transaction. Although both parties have worked to tighten up the
transaction and have jointly refilled with the Committee on Foreign
Investment in the United States, management remains unclear as to
the ultimate acceptance by the committee, in addition to other
regulatory regimes.

All ratings will remain under review pending the outcome of China
Ocean wide's attempted acquisition of Genworth. However, A.M. Best
is revising the implications to developing from negative as
management continues to take positive actions at the holding
company level in addressing upcoming maturities and accumulating
holding company liquidity.

The following Long-Term IRs have been downgraded, with the
under-review status maintained and the implications revised to
developing from negative:

Genworth Holdings, Inc. (guaranteed by Genworth Financial, Inc.):

-- to "b" from "bb-" on $600 million 6.515% senior unsecured  
    notes, due 2018

-- to "b" from "bb-" on $400 million 7.70% senior unsecured
     notes, due 2020

-- to "b" from "bb-" on $400 million 7.20% senior unsecured
     notes, due 2021

-- to "b" from "bb-" on $750 million 7.625% senior unsecured
     notes, due 2021

-- to "b" from "bb-" on $400 million 4.9% senior unsecured notes,

     due 2023

-- to "b" from "bb-" on $400 million 4.8% senior unsecured notes,

    due 2024

-- to "b" from "bb-" on $300 million 6.50% senior unsecured
     notes, due 2034

-- to "ccc+" from "b" on $600 million fixed/floating rate junior
     subordinated notes, due 2066

The following indicative Long-Term IRs on securities available
under the universal shelf registration have been downgraded with
the under-review status maintained and the implications revised to
developing from negative:

Genworth Financial Inc.:

-- to "b" from "bb-" on senior unsecured debt

-- to "b-" from "b+" on subordinated debt

-- to "ccc+" from "b" on preferred stock

Genworth Holdings, Inc.:

-- to "b" from "bb-" on senior unsecured debt

-- to "b-" from "b+" on subordinated debt

-- to "ccc+" from "b" on preferred stock

Genworth Global Funding Trusts—program rating to "bbb-" from
"bbb"

-- to "bbb-" from "bbb" on all outstanding notes issued under the

     Program.


GREAT FALLS DIOCESE: Committee Allowed to Pursue Avoidance Actions
------------------------------------------------------------------
On Nov. 2, 2017, the Official Committee of Unsecured Creditors
filed a motion seeking "exclusive and irrevocable" authority to
commence, prosecute, and settle adversary proceedings under
Bankruptcy Code sections 544, 547, 548, 549 and 550 against the
parishes and other affiliates of the Debtor-in-Possession, the
Roman Catholic Bishop of Great Falls, a Montana Religious Corporate
Sole. The sole response to the Committee's Motion was filed by the
Diocese, and its objection was a limited one. On Jan. 4, 2018, the
Court conducted a hearing concerning the Committee's Motion, at
which the parties appeared and presented arguments. After due
deliberation, Bankruptcy Judge Jim D. Pappas granted the
Committee's motion.

Invoking the avoiding powers, the Committee sought: (1) to set
aside an alleged transfer by the Diocese of over $16 million in
financial assets and cash from the so-called Deposit and Loan Fund
("DLF") to another entity known as the Capital Assets Support
Corporation; and (2) a determination that the real property listed
in the Diocese's schedules as being held in trust for the Parishes
is property of the Bankruptcy Estate, and that all unrecorded
interests in that real property may be avoided. In its draft
complaint submitted with its motion, the Committee proposed to sue
the CASC and all of the Parishes.

The Diocese filed a Limited Objection to the Committee's motion
representing that, while it does not oppose the Committee's request
to prosecute the Avoidance Actions, the Diocese should be allowed
to participate in and contest those actions when filed. The Diocese
also contended that the Committee's prosecution of such actions
should be subject to certain limitations or "controls". In support
of its position, the Diocese steadfastly maintained that the
Parishes are the true owners of the real property and that they own
the funds in their bank accounts and in the DLF.

Having considered the parties' submissions and arguments, and the
record in this case, the Court has determined that the Committee's
motion should be granted. Because determination of the extent of
the assets in the bankruptcy case is a critical condition to
confirmation of a plan, and since the Diocese is unwilling to
assert its avoiding powers against its affiliates, the Committee's
request to pursue that litigation is necessary and appropriate.

Given the Diocese's limited objection and the modifications to its
proposals made by the Committee in response to the Diocese's
limited objection, for these reasons, the Court will grant the
Committee's motion and authorize the Committee to pursue the
Avoidance Actions. However, in doing so, the Court admonishes all
involved to stay focused on the overarching goals and purposes of
this chapter 11 case. As the parties have acknowledged, at bottom,
this case is not so much about money as it is about helping heal
the wounds of those impacted by the tragic events that led to the
filing of the bankruptcy, while allowing the Diocese and its
affiliates to continue to provide their commendable services. The
Court is frustrated with the parties' inability to reach a
consensus and their unwillingness to recognize that, in a real
sense, every dollar expended on litigation is a dollar less to
contribute to the eventual solution. In the event it later appears
that the litigation the Committee proposes is not assisting the
parties in settling their claims, the Court reserves the option to
reconsider whether the Avoiding Actions should continue.

The bankruptcy case is in re: ROMAN CATHOLIC BISHOP OF GREAT FALLS,
MONTANA, A MONTANA RELIGIOUS CORPORATE SOLE (Diocese of Great
Falls), Debtor, Case No. 17-60271-11 (Bankr. D. Mont.).

A copy of Judge Pappas' Memorandum of Decision dated March 1, 2018
is available at https://is.gd/rjlZ6c from Leagle.com.

ROMAN CATHOLIC BISHOP OF GREAT FALLS, MONTANA, A MONTANA RELIGIOUS
CORPORATE SOLE, Debtor, represented by BRUCE ALAN ANDERSON,
ELSAESSER ANDERSON, Chtd., MAXON R. DAVIS, DAVIS, HATLEY, HAFFEMAN
& TIGHE, P.C., FORD ELSAESSER, ELSAESSER ANDERSON, CHTD. & GREGORY
J. HATLEY --  greg.hatley@dhhtlaw.com -- DAVIS HATLEY HAFFEMAN &
TIGHE PC.

OFFICIAL COMMITTEE OF UNSECURED CREDITORS, Creditor Committee,
represented by KENNETH H. BROWN -- kbrown@pszlaw.com -- PACHULSKI
STANG ZIEHL & JONES LLP & JAMES STANG .

                    About Roman Catholic Bishop
                     of Great Falls, Montana

The Roman Catholic Bishop of Falls, Montana, a Montana Religious
Corporate Sole, also known as the Diocese of Great Falls-Billings
-- http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy
petition (Bankr. D. Mont. Case No. 17-60271) on March 31, 2017.
Bishop Michael W. Warfel, signed the petition.

The Debtor disclosed $20.75 million in total assets and $14.78
million in total liabilities as of the bankruptcy filing.

The Hon. Jim D. Pappas presides over the case, which was originally
assigned to Judge Benjamin P. Hursh.

Bruce Alan Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD.; and Gregory J. Hatley, Esq., at Davis Hatley
Haffeman & Tighe PC, serves as counsel to the Debtor.

NAI Business Properties and Matt Robertson have been employed as
realtor.

Pachulski Stang Ziehl & Jones LLP is counsel to the official
committee of unsecured creditors formed in the Debtor's case.


GUARDION HEALTH: Weinberg & Company Raises Going Concern Doubt
--------------------------------------------------------------
Guardion Health Sciences, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K, disclosing a
net loss of $5,305,169 on $437,349 of revenue for the fiscal year
ended December 31, 2017, compared to a net loss of $5,748,397 on
$141,029 of revenue for the year ended in 2016.

The audit report of Weinberg & Company, P.A., states that the
Company has experienced negative operating cash flows since
inception.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at December 31, 2017, showed total
assets of $7,370,223, total liabilities of $499,947, all current,
and a total stockholders' equity of $6,870,276.

A copy of the Form 10-K is available at:
                              
                       https://is.gd/oCAwjD

                       About Guardion Health  

Guardion Health Sciences, Inc., is a specialty health sciences
company, develops, formulates, and distributes medical foods that
replenishes and restores the macular protective pigment under the
Lumega-Z(R) brand.  The company also develops MapcatSF, a medical
device that measures the macular pigment optical density.  It
distributes its products through e-commerce at guardionhealth.com.
Guardion Health Sciences, Inc., was founded in 2009 and is based in
San Diego, California.



HARLEM MARKET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harlem Market Inc.
        2005 Third Avenue
        New York, NY 10001

Business Description: Harlem Market Inc. operates a supermarket
                      at 2005 Third Avenue, New York, NY under
                      the "Met Food" banner pursuant to a
                      commercial lease, dated April 13, 2015 with
                      AK Properties Group LLC as landlord.

Chapter 11 Petition Date: March 19, 2018

Case No.: 18-10754

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

Judge: Hon. Michael E. Wiles

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

Total Assets: $1.36 million

Total Liabilities: $3.42 million

The petition was signed by Peter Bivona, president.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/nysb18-10754.pdf


HARVEY GULF: Disclosure Statement Hearing Set for April 24
----------------------------------------------------------
A hearing on the approval of the adequacy of the disclosure
statement explaining the prepackage Chapter 11 plan of
reorganization filed by HGIM Holdings LLC and its debtor affiliates
on March 7, 2018, and the confirmation of their Chapter 11 plan
will be held before the Hon. David R. Jones of the U.S. Bankruptcy
Court for the Southern District of Texas, 515 Rusk Avenue in
Houston, Texas, on April 24, 2018, at 4:00 p.m. (Prevailing Central
Time).

The deadline for filing objections to the Debtors' Chapter 11 plan
is April 16, 2018, at 4:00 p.m. (Prevailing Central Time).

The primary objective of the Plan is the deleveraging of the
Debtors' balance sheet through the consensual equitization of
approximately 70% of the Debtors' approximately $1.2 billion in
secured debt under the Credit Agreement.  This deleveraging will
right-size the Debtors' balance sheet, eliminate burdensome
covenants and amortization payments, and reduce interest expense on
an annual basis by approximately $47 million.  Improved cashflow
will enable the Debtors to offer more attractive pricing to their
customers and to maintain and expand their state-of-the-art fleet.
The Plan also encompasses a settlement with TJC, whereby, among
other things, HGIM Group, LLC, an affiliate of TJC, contributes its
equity interests in a shipyard in Gulfport, Mississippi.  This
Shipyard is important to the Debtors' operations because, among
other things, its allows the Debtors' to construct new vessels and
service its existing vessels without relying on a third-party
shipyard.

General unsecured creditors are expected to recover 100%.  Senior
lenders are expected to recover 57% to 84%.

Copies of the plan and disclosure statement is available for free
at the Debtors' restructuring website at
http://case.primeclerk.com/harveygulf.

                  About HGIM Holdings

Based in New Orleans, Louisiana, HGIM Holdings 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.

The Company and 90 of its affiliates filed for Chapter 11
protection on March 7, 2018 (Bankr. S.D. Tex. Lead Case No.:
18-31080).  Harry A. Perrin, Esq., Garrick C. Smith, Esq., David S.
Meyer, Esq., Jessica C. Peet, Esq., at Vinson & Elkins LLP,
represent the Debtors in their Chapter 11 cases.  The Debtors hired
Prime Clerk LLC as their notice and claims agent.

The Debtors estimated both assets and liabilities between $1
billion and $10 billion.


HEALTHIER CHOICES: Swings to $9.9 Million Net Loss in 2017
----------------------------------------------------------
Healthier Choices Management Corp. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss of $9.86 million on $12.96 million of total sales for the year
ended Dec. 31, 2017, compared to net income of $10.68 million on
$10.56 million of total sales for the year ended
Dec. 31, 2016.

As of Dec. 31, 2017, Healthier Choices had $11.70 million in total
assets, $11.29 million in total liabilities and $406,539 in total
stockholders' equity.

The Company's net cash used in continuing operating activities of
$2,602,021 for the twelve months ended Dec. 31, 2017 resulted from
its net loss from continuing operations of $10,143,411, a net cash
usage of $789,218 from changes in operating assets and liabilities
offset by non-cash adjustments of $8,330,608.  The Company's net
cash used in discontinued operations of $221,424 for the twelve
months ended Dec. 31, 2017 resulted from its net income from
discontinued operations of $281,483 offset by non-cash adjustments
of $502,907.  The Company's net cash used in continuing operating
activities of $3,576,816 for the twelve months ended Dec. 31, 2016
resulted from its net income from continuing operations of
$12,274,295, a net cash usage of $846,858 from changes in operating
assets and liabilities offset by non-cash adjustments of
$15,004,253.  The Company's net cash used in discontinued
operations of $3,739,171 for the twelve months ended Dec. 31, 2016
resulted from its net loss from discontinued operations of
$1,589,803 a net cash usage of $2,466,269 from changes in assets
and liabilities from discontinued operations offset by noncash
adjustments of $316,901.

The net cash used in investing activities of $192,885 for the
twelve months ended Dec. 31, 2017 resulted from patent purchases of
$50,000 and property and equipment of $142,885.

The net cash used in financing activities of $2,466,751 for the
twelve months ended Dec. 31, 2017 is due to repurchases of Series A
warrants totaling $2,427,267, principal payments on capital lease
obligations of $53,054, and principal payments on loan payable of
$1,407 offset by proceeds from loan payable of $13,977 and proceeds
from exercise of stock options of $1,000.  The net cash used in
financing activities of $3,345,216 for the twelve months ended Dec.
31, 2016 is due to repurchases of Series A warrants totaling
$3,278,827 and payment of $66,389 of capital lease obligation.

"We had a large number of warrants outstanding with features that
made the warrants more debt-like than equity and could possibly
result in cash outflows.  Additionally, for the year ended December
31, 2017, we reported a net loss of approximately $9.9 million and
had a working capital deficit of approximately $2.3 million.  These
factors raised substantial doubt about our ability to continue as a
going concern," the Company stated in the Annual Report.

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

                     https://is.gd/ZMxsSv

                About Healthier Choices Management

Healthier Choices Management Corp., f/k/a Vapor Corp. --
http://www.healthiercmc.com/-- is a holding company focused on
providing consumers with healthier daily choices with respect to
nutrition and other lifestyle alternatives.  The Company currently
operates thirteen retail vape stores in the Southeast region of the
United States, through which it offers e-liquids, vaporizers and
related products.  The Company also operates Ada's Natural Market,
a natural and organic grocery store, through its wholly owned
subsidiary Healthy Choice Markets, Inc.  Ada's Natural Market
offers fresh produce, bulk foods, vitamins and supplements,
packaged groceries, meat and seafood, deli, baked goods, dairy
products, frozen foods, health & beauty products and natural
household items.


HECLA MINING: S&P Places 'B' Corp. Credit Rating on Watch Positive
------------------------------------------------------------------
S&P Global Ratings placed its ratings on Coeur d'Alene, Idaho-based
silver and gold producer Hecla Mining Co., including the 'B'
corporate credit rating, on CreditWatch with positive
implications.

S&P's 'B' issue-level rating on the company's $500 million senior
unsecured notes due in 2021 has also been placed on CreditWatch
with positive implications. The recovery rating on the debt is '3',
indicating its expectation of meaningful (50%-70%; rounded
estimate: 65%) recovery prospects in the event of a payment
default.

The CreditWatch placement follows Hecla's announcement that it will
acquire all outstanding shares of Klondex Mines Ltd. for $462
million, using a combination of cash and shares of Hecla common
stock and a newly formed company consisting of the Klondex Canadian
assets (Klondex Canada). Klondex is a high-grade Nevada underground
producer with its Fire Creek, Midas, and Hollister mines. Hecla
plans to fund the cash portion of the consideration entirely from
cash on the balance sheet. As of Dec. 31, 2017, the company
reported $186 million cash and equivalents and $97 million
availability under its $100 million revolving credit facility.  

S&P said, "The CreditWatch placement with positive implications
indicates we could affirm or raise the ratings after we review the
transaction. We expect to resolve the CreditWatch within 90 days,
after we assess the impact of this transaction on Hecla Mining's
credit quality. This will include reassessing Hecla's competitive
position, as well as expectations for credit measures.

"We could raise our corporate credit rating on Hecla if we expect
adjusted leverage to be sustained below 4x. This would be
consistent with the contemplated increased production volumes and
EBITDA margins above 25%.

"We could affirm the corporate credit rating if we expect debt to
EBITDA to approach 5x. This could occur if we expect
lower-than-anticipated production volumes or a gold price decline.
We could also affirm the ratings, if the new mines do not
meaningfully improve the company's competitive position."


HELIOS AND MATHESON: Signs Lock-Up Agreement with CEO
-----------------------------------------------------
Helios and Matheson Analytics Inc. has entered into a letter
agreement with Theodore Farnsworth, its chief executive officer and
Chairman of the Board of Directors, pursuant to which Mr.
Farnsworth agreed that he would not sell or transfer any shares of
the Company's common stock held by him for a period of 24 months
from the date of the Lock-Up Agreement, subject to certain
permitted transfers as gifts, by will or intestate succession or to
a family trust, provided that any such transfer is not a
disposition for value and the transferee agrees to be bound by the
Lock-Up Agreement.  Mr. Farnsworth entered into the Lock-Up
Agreement upon receipt from the Company of a bonus.

On March 9, 2018, the Board, upon recommendation from the
Compensation Committee of the Board, granted Mr. Farnsworth a
one-time cash bonus of $1,500,000 in recognition of recent
extraordinary efforts on behalf of the Company, including his role
in the Company's completed offerings of its securities for a total
of $190,000,000 in gross proceeds since Dec. 15, 2017 and his
ongoing role in the acquisition of MoviePass and the integration of
the MoviePass business with the Company.

            Unregistered Sales of Equity Securities

From Dec. 29, 2017 through March 15, 2018, the Company has issued
an aggregate of 704,668 unregistered shares of its Common Stock to
various consultants for services rendered to the Company, all of
which consultants are business entities not wholly-owned by a
single individual.  The Company relied on Section 4(a)(2) of the
Securities Act of 1933, as amended for the issuance of the
Consultant Shares, inasmuch as the consultants were accredited
investors and neither the Company nor any person acting on its
behalf offered or sold any of such securities by any form of
general solicitation or general advertising.

As previously disclosed in a Current Report on Form 8-K filed with
the Securities and Exchange Commission on Aug0 15, 2017, the board
of directors of the Company, on Aug0 10, 2017, approved the grant
of 500,000 unregistered shares of Common Stock to Muralikrishna
Gadiyaram, a non-independent director and consultant of the
Company, subject to (a) completion of the transactions contemplated
by that certain Securities Purchase Agreement, dated Aug. 15, 2017,
as subsequently amended on Oct. 6, 2017, by and between the Company
and MoviePass Inc., and (b) stockholder approval in accordance with
Nasdaq Listing Rule 5635(c).  As previously disclosed in a Current
Report on Form 8-K filed with the SEC on Oct. 31, 2017, the
Company's stockholders approved the grant of the Gadiyaram Shares
at a special meeting of stockholders on Oct. 27, 2017.  In February
2018, upon entry into a grant letter documenting the lock-up and
other applicable restrictions on the Gadiyaram Shares (which
restrictions were set forth in the Company’s Definitive Proxy
Statement on Schedule 14A filed with the SEC on Oct. 3, 2017), the
Company issued the Gadiyaram Shares to Mr. Gadiyaram.  The Company
relied on Section 4(a)(2) of the Act for the issuance of the
Gadiyaram Shares inasmuch as the recipient is an accredited
investor and neither Helios nor any person acting on its behalf
offered or sold any of such securities by any form of general
solicitation or advertising.

On Feb. 28, 2018, the Company satisfied all of its obligations due
under its Senior Secured Convertible Notes issued to an
institutional investor on Aug. 16, 2017; therefore the August Notes
have been extinguished.  In addition, as of March 15, 2018, the
Company has no unrestricted principle outstanding under the Senior
Convertible Notes issued to institutional investors on
Nov. 7, 2017 and Jan. 23, 2018.

As of March 14, 2018, the Company had 43,299,563 shares of Common
Stock issued and outstanding.  This includes 9,100,000 shares that
the Company issued pursuant to the exercise of the pre-funded
Series B-1 Warrants issued in the Company's underwritten public
offering of Series A-1 Units and Series B-1 Units, as previously
disclosed in a Current Report on Form 8-K filed with the SEC on
Feb. 13, 2018.

                   About Helios and Matheson

Helios and Matheson Analytics Inc. (NASDAQ: HMNY) provides
information technology consulting, training services, software
products and an enhanced suite of services of predictive analytics.
Servicing Fortune 500 corporations and other large organizations,
HMNY focuses mainly on BFSI technology verticals. HMNY's solutions
cover the entire spectrum of IT needs, including applications,
data, and infrastructure.  HMNY is headquartered in New York, NY
and listed on the NASDAQ Capital Market under the symbol HMNY.  For
more information, visit us www.hmny.com.

Helios and Matheson reported a net loss of $7.38 million for the
year ended Dec. 31, 2016, compared to a net loss of $2.11 million
for the year ended Dec. 31, 2015.

As of Sept. 30, 2017, Helios and Matheson had $17.46 million in
total assets, $41.54 million in total liabilities, $2.09 million in
redeemable common stock and a total shareholders' deficit of $26.17
million.

As of Dec. 31, 2016, the Company had cash and working capital of
$2,747,240 and $1,229,389, respectively.  During the year ended
Dec. 31, 2016, the Company used cash from operations of $2,134,313.
In addition, as of the date the financial statements were issued,
the Company has notes receivable of $6,900,000 from a convertible
note holder.  Management believes that current cash on hand coupled
with the notes receivable makes it probable that the Company's cash
resources will be sufficient to meet the Company's cash
requirements through approximately April 2018.  If necessary,
management also determined that it is probable that external
sources of debt and/or equity financing could be obtained based on
management's history of being able to raise capital coupled with
current favorable market conditions.  As a result of both
management's plans and current favorable trends in improving cash
flow, the Company concluded that the initial conditions which
raised substantial doubt regarding the ability to continue as a
going concern have been alleviated.


HELIOS AND MATHESON: Will Spin-Off Zone Technologies
----------------------------------------------------
Helios and Matheson Analytics Inc.'s board of directors has
approved a plan to spin-off its wholly-owned subsidiary, Zone
Technologies, Inc.  Following the spin-off, Zone would become an
independent publicly traded company that HMNY expects to also be
listed on Nasdaq.

The spin-off is subject to numerous conditions, including, without
limitation, the effectiveness of a Registration Statement on Form
S-1 to be filed with the Securities and Exchange Commission and the
approved listing of Zone's common stock on Nasdaq.  Pursuant to the
spin-off, HMNY plans to distribute shares of Zone common stock as a
dividend to persons who hold common stock of HMNY as of a record
date to be determined.  The board of directors of HMNY expects to
set a record date to determine the stockholders entitled to receive
shares of Zone in the spin-off for approximately 20 to 40 days
before the effective date of the spin-off.  Holders of any
convertible notes and warrants of HMNY outstanding as of the
applicable record date may be entitled to participate in the
dividend of Zone shares in the spin-off in accordance with the
terms of such notes and warrants.

The strategic goal of the spin-off is to create two public
companies, each of which can focus on its own strengths and
operational plans.  In addition, after the spin-off, each of HMNY
and Zone will be better equipped to pursue partnerships and other
strategies that are more closely aligned with their respective
business models.

"Having founded Zone, I am excited to implement this spin-off to
maximize Zone's true potential, by furthering the development of
our RedZone Map product and expanding Zone's business by entering
into complementary technology sectors," said Ted Farnsworth, HMNY's
chief executive officer and Chairman.  "I believe this spin-off
will enable Zone to grow, both organically and by acquisition of
other technologies," Mr. Farnsworth concluded.

Upon the completion of the spin-off transaction, HMNY plans to
continue focusing on its operations related to its controlling
interest in MoviePass and expects HMNY's management to be comprised
of the same management team as prior to the spin-off. Following the
spin-off, Zone plans to continue focusing on its RedZone Map
product, as well as growth and acquisitions.  Both HMNY and Zone
expect to remain headquartered in New York City, HMNY's current
base of operations.

HMNY is in the process of evaluating the tax consequences, if any,
of the proposed dividend distribution of Zone shares pursuant to
the spin-off.

As reported in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 15, 2018, as of that
date, HMNY owes no debt principal under any debt instruments.


                     About Zone Technologies

Zone Technologies, Inc. is a state-of-the-art mapping and spatial
analysis company with operations in the U.S.  Its safety map app,
RedZone Map, enhances mobile GPS navigation by providing advanced
proprietary technology to guide travelers to their destinations.
The app incorporates a social media component allowing for
real-time "It's happening now" crime reporting coupled with real
time data from over 1,400 local, state, national and global
sources. RedZone Map is currently available to iOS and Android
users.  More information is available on the RedZone Map website.

                   About Helios and Matheson

Helios and Matheson Analytics Inc. (NASDAQ:HMNY) --
http://www.hmny.com/-- provides information technology consulting,
training services, software products and an enhanced suite of
services of predictive analytics.  Servicing Fortune 500
corporations and other large organizations, HMNY focuses mainly on
BFSI technology verticals. HMNY's solutions cover the entire
spectrum of IT needs, including applications, data, and
infrastructure.  HMNY is headquartered in New York, NY and listed
on the NASDAQ Capital Market under the symbol HMNY.

Helios and Matheson reported a net loss of $7.38 million for the
year ended Dec. 31, 2016, compared to a net loss of $2.11 million
for the year ended Dec. 31, 2015.

As of Sept. 30, 2017, Helios and Matheson had $17.46 million in
total assets, $41.54 million in total liabilities, $2.09 million in
redeemable common stock and a total shareholders' deficit of $26.17
million.

As of Dec. 31, 2016, the Company had cash and working capital of
$2,747,240 and $1,229,389, respectively.  During the year ended
Dec. 31, 2016, the Company used cash from operations of $2,134,313.
In addition, as of the date the financial statements were issued,
the Company has notes receivable of $6,900,000 from a convertible
note holder.  Management believes that current cash on hand coupled
with the notes receivable makes it probable that the Company's cash
resources will be sufficient to meet the Company's cash
requirements through approximately April 2018.  If necessary,
management also determined that it is probable that external
sources of debt and/or equity financing could be obtained based on
management's history of being able to raise capital coupled with
current favorable market conditions.  As a result of both
management's plans and current favorable trends in improving cash
flow, the Company concluded that the initial conditions which
raised substantial doubt regarding the ability to continue as a
going concern have been alleviated.


HISTORIC HABITATS/RUBI: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Historic Habitats/Rubi L.L.C
        2960 N Swan Rd, Ste. #136
        Tucson, AZ 85712

Business Description: Historic Habitats/Rubi L.L.C is a privately
                      held company that leases real estate
                      properties.  The Company is the fee simple
                      owner of eight properties in Tucson, Arizona
                      having an estimated aggregate value of $1.26

                      million.

Chapter 11 Petition Date: March 19, 2018

Case No.: 18-02635

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

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Kasey C. Nye, Esq.
                  KASEY C. NYE, LAWYER, PLLC
                  1661 North Swan Road, Suite 238
                  Tucson, AZ 85712
                  Tel: 520-399-7368
                  Fax: 520-413-2147
                  E-mail: knye@kcnyelaw.com

Total Assets: $1.27 million

Total Liabilities: $2.20 million

The petition was signed by Colin Reilly, manager.

The Debtor filed an empty list of its 20 largest unsecured
creditors.

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

         http://bankrupt.com/misc/azb18-02635.pdf


HOP 1 ENTERPRISES: Court Confirms Third Amended Reorganization Plan
-------------------------------------------------------------------
Judge Robert J. Faris of the U.S. Bankruptcy Court for the District
of Hawaii confirmed HOP 1 Enterprises, Inc.'s third amended plan of
reorganization dated as of Feb. 21, 2018.

The Court finds that the Plan provides for the same treatment for
each Claim or Equity Interest in each respective class unless the
Holder of a particular Claim or Equity Interest has agreed to a
less favorable treatment on account of such Claim or Equity
Interest, thereby satisfying section 1123(a)(4) of the Bankruptcy
Code.

The Plan, together with the documents and agreements comprising or
contemplated by the Plan, including the Settlement Agreement
between Debtor and IHOP that is attached as Exhibit 6.01 to the
Plan, provide adequate and proper means for the implementation of
the Plan as required by section 1123(a)(5) of the Bankruptcy Code.
The Plan is funded by Debtor's net income from operations of its
restaurant business. The Plan, therefore, satisfies section
1123(a)(5) of the Bankruptcy Code.

The Debtor has proposed the Plan (including all documents necessary
to effectuate the Plan) in good faith and not by any means
forbidden by law, thereby complying with section 1129(a)(3) of the
Bankruptcy Code. The Debtor's good faith is evident from the record
of the Chapter 11 Case, including the record of the Confirmation
Hearing, and other proceedings held in connection with the Chapter
11 Case. The Plan is based upon extensive negotiations between and
among the Proponent and other parties in interest, including its
secured creditor, its franchisor (IHOP), and the state and federal
taxing authorities. Moreover, the Plan accomplishes the goals of
maximizing the Debtor's estate and repaying Debtor's creditors in
full over time through the continued business operations of the
Reorganized Debtor. Accordingly, the Plan and has been filed in
good faith and the Proponent has satisfied her obligations under
section 1129(a)(3).

The evidence proffered, adduced, or presented prior to and at the
Confirmation Hearing (i) is persuasive and credible, and (ii)
establishes that confirmation of the Plan is not likely to be
followed by the liquidation, or the need for further financial
reorganization, of the Debtor, thus satisfying the requirements of
Section 1129(a)(11) of the Bankruptcy Code. The Plan has the
requisite level of likelihood of success because the Plan
restructures Debtor's debt to allow for management payments over
time from the net income of Debtor's ongoing business operations.
Accordingly, based on all of the foregoing, the Plan is feasible
and section 1129(a)(11) is satisfied.

The bankruptcy case is in re: HOP 1 Enterprises, Inc., (Chapter 11
Case), Debtor, Case No. 15-00397 (Bankr. D. Haw.).

A copy of Judge Faris' Findings of Fact and Conclusions of Law
dated March 1, 2018 is available at https://is.gd/ZdKMSa from
Leagle.com.

HOP 1 Enterprises, Inc., Debtor, represented by Christopher J.
Muzzi -- cmuzzi@hilaw.us  -- Tsugawa Lau & Muzzi, LLLC.

Office of the U.S. Trustee., U.S. Trustee, represented by Curtis B.
Ching, Office of The United States Trustee.

Based in Kahului, Hawaii, HOP 1 Enterprises, Inc. filed for Chapter
11 bankruptcy protection (Bankr. D. Haw. Case No. 15-00397) on
March 30, 2015, with estimated assets of $100,000 to $500,000 and
estimated liabilities of $1 million to $10 million. The petition
was signed by Ernesto Abarro, president.


IHEARTCOMMUNICATIONS INC: Fitch Cuts IDR to D on Parent Bankruptcy
------------------------------------------------------------------
Fitch Ratings has downgraded iHeartCommunications, Inc.'s (iHeart)
Long-Term Issuer Default Rating (LT IDR) to 'D' from 'RD' following
the announcement that parent, iHeartMedia, Inc. and certain of its
subsidiaries, including iHeartCommunications, filed Chapter 11 on
March 14, 2018. The bankruptcy filing does not include Clear
Channel Outdoor Holdings (CCOH) and its subsidiaries. Fitch has
also upgraded the issue ratings on iHeart's senior secured term
loans and priority guarantee notes (PGNs) to 'CC'/'RR3' from
'C'/'RR4' to reflect improved recovery prospects as proposed by the
restructuring agreement in principle, which includes incremental
value from the equity interest in iHeart and the 89.5% equity
interest in Clear Channel Outdoor Holdings, Inc. (CCOH).

Fitch has affirmed the 'B-' IDRs for Clear Channel Worldwide
Holdings (CCWW) and Clear Channel International B.V. (CCIBV). CCWW
and CCIBV are indirect, wholly-owned subsidiaries of CCOH. The
Rating Outlook on the outdoor subsidiaries is Stable.

Of the roughly $20 billion in total debt outstanding on the
petition date for the consolidated company, $16 billion in debt is
impacted by the bankruptcy. This includes all of the debt at
iHeartCommunications, but excludes the debt at the CCOH
subsidiaries. iHeart generated $6.2 billion and $1.6 billion in
consolidated revenues and EBITDA for FY 2017. Debtors recognized
$3.6 billion and $1.0 billion in revenues and EBITDA for FY 2017,
which represents the operating performance of the company's radio
segment.

iHeart also entered into a restructuring agreement in principle
with debt and equity holders. The restructuring term sheet includes
plans for a separation or spin-off of CCOH, CCWW's indirect parent,
with the senior secured term loan and priority guarantee note
lenders (PGN) receiving all of iHeart's current 89.5% economic
interest in CCOH. Additionally, a restructured iHeart capital
structure would consist of a new ABL facility and $5.75 billion in
new secured debt. If the proposed restructuring agreement is
successful, Fitch expects that iHeart will emerge from bankruptcy
with gross unadjusted leverage of roughly 6.0x, based on actual
2017 radio segment EBITDA of $1.0 billion.

KEY RATING DRIVERS

The downgrade of the IDR to 'D' follows the company's announcement
that iHeart and certain of its subsidiaries filed Chapter 11 on
March 14, 2018. The bankruptcy filing does not include CCOH and its
subsidiaries.

iHeart Senior Secured Term Loan Lenders and Secured Priority
Guarantee Notes: The existing term loan and 2019 PGN holders will
receive a pro rata interest in $131 million in new secured debt and
a 2.21% equity interest in the recapitalized iHeart (supplemental
term loan/2019 PGN distribution) and a pro rata interest in $5.419
billion in new secured debt, excess cash after giving effect to the
restructuring, a 91.79% equity interest in a recapitalized iHeart
and 100% of iHeart's 89.5% economic interest in CCOH. The remaining
PGN holders will receive a pro rata interest in $5.419 billion in
new secured debt, excess cash after giving effect to the
restructuring, a 91.79% equity interest in a recapitalized iHeart
and 100% of iHeart's 89.5% economic interest in CCOH.

iHeart Junior Debtholders: The junior debt holders (14% notes due
2021 and legacy notes) will receive a pro rata interest in $200
million in new secured debt and 5% equity interest in a
recapitalized iHeart.

iHeart Equity: The existing equity owners will receive a 1% equity
interest in a recapitalized iHeart.

Intercompany Loans: The term sheet also recognizes that the CCOH
intercompany revolving promissory note will be renegotiated in a
form acceptable to the company, CCOH and the required senior
creditors. As of Jan. 31, 2018, there was $1.058 billion
outstanding under the CCOH intercompany revolving promissory note.

DERIVATION SUMMARY

iHeart's 'D' IDR reflects the company's Chapter 11 bankruptcy
filing on March 14, 2018. The bankruptcy comes roughly a decade
after its 2008 LBO. The company's heavy debt burden became
unsustainable due to the persistent long-term secular decline in
the radio broadcasting business. iHeart benefits from its market
position as the largest terrestrial radio broadcasters in the U.S.,
with a significant presence in larger markets, which affords the
company the ability to garner EBITDA margins toward the high-end of
the peer group.

While the radio broadcasting sector remains under secular pressure,
top-line declines were in the low single-digit range on average
across the peer group in 2017. This supports Fitch's view that
there is still inherent value in the traditional radio broadcasting
sector, but balance sheets will need to be right-sized to support
the underlying economics of the industry. Fitch expects that
traditional radio broadcasters will continue to slowly cede share
of advertising revenues to other mediums with better targeting
abilities over time and need to cut costs (or attain larger scale)
in an effort to maintain margins and cash flows. Fitch does remain
sceptical over the sector's long-term viability, given the lack of
content ownership and differentiation and increased competition
with in-vehicle alternatives (e.g. satellite and subscription
streaming services, like Apple Music and Spotify).

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
-- Radio revenue growth relatively flat reflecting secular
    challenges in the radio segment and offset somewhat by the
    return of political revenues in even years.
-- Fitch estimates declines in Outdoor revenue in 2017 reflecting

    the impact of non-core asset divestitures and that
    consolidated Outdoor revenues return to flat to low single-
    digit growth in 2018.
-- EBITDA margins compresses due to higher costs.
-- Capex approximating 5% of revenues.
-- The company enters a Chapter 11 bankruptcy in early 2018.

Recovery Assumptions and Considerations

iHeartCommunications, Inc. Debt
Fitch revised its recovery assumptions for iHeart debtholders to
incorporate the terms of the restructuring agreement in principle.
This incorporates that the senior secured term loan and PGN holders
will receive $5.55 billion in new secured debt, relative to the
$13.05 billion in secured debt outstanding as of the petition date.
The existing 14% notes due 2021 and legacy noteholders will receive
$200 million in new secured debt, relative to the $2.77 billion
outstanding as of the petition date. It also reflects Fitch's
estimate for the value of the lender's 99% interest in iHeart's
equity and 89.5% interest in the Clear Channel Outdoor subsidiary.
Outdoor's equity value is based on current market values and is not
based on a distressed enterprise valuation.

Fitch estimates an enterprise valuation of $9.2 billion. This would
imply a roughly 7.0x multiple for the value applied to going
concern EBITDA for the radio segment (based on debtors' EBITDA of
$1.0 billion for FY 2017) with the residual value reflecting the
lender's equity interests in iHeart and CCOH (based on market
values). This is in-line with the average 7.0x public trading
multiple for the radio broadcast peer set. The most recent large
merger in the radio space, Entercom Communications Corp.'s
(Entercom) acquisition of CBS Radio was for $2.86 billion or 7.2x
projected 2017 cash flow per SNL Kagan.

The recovery analysis results in a 'CC' issue rating and on the
senior secured credit facilities and secured priority guarantee
notes and a Recovery Rating of 'RR3'. The recovery results in a 'C'
issue rating for the unsecured PIK notes and the iHeart legacy
(pre-LBO) notes and a Recovery Rating of 'RR6'.

Clear Channel Worldwide Holdings, Inc. (CCWW) Debt
The CCWW and CCIBV Recovery Ratings reflect Fitch's expectation
that the enterprise value of the company and hence recovery rate
for its creditors will be maximized in a restructuring scenario (as
a going concern) rather than liquidation.

Fitch estimates an adjusted distressed enterprise valuation for
CCWW of $3.5 billion using a 7.0x multiple and $410 million in
going-concern EBITDA. The going-concern EBITDA reflects the impact
on revenues of a softening in the advertising market, which
negatively impacts outdoor advertising revenues. Additionally,
given the high fixed costs, EBITDA declines by a greater degree
than revenues. The 7.0x multiple incorporates the Clear Channel
Outdoor's leading position in North America. Fitch estimates that
iHeart sold domestic non-core outdoor assets for a multiple of
roughly 12.5x in 2016. Additionally, current public trading
multiples are in the 11x-13x range. It also assumes a fully drawn
subsidiary revolving credit facility of $75 million.

The recovery analysis results in a 'B+' issue rating on the senior
unsecured notes, +2 notches from the 'B-' IDR and an 'RR2'. The
recovery model results in a 'CCC+' issue rating and 'RR5' for the
senior subordinated notes.

Clear Channel International B.V. (CCIBV) Debt
Fitch estimates an adjusted distressed enterprise valuation for
CCIBV of $602 million using a 6.0x multiple and $101 million in
going-concern EBIDA. The going-concern EBITDA reflects the impact
on revenues of a softening in the advertising market, which
negatively impacts outdoor advertising revenues. Additionally,
given the high fixed costs, EBITDA declines by a greater degree
than revenues. The 6.0x multiple reflects the overall smaller scale
of Clear Channel's international operations.

The recovery analysis results in a 'B+' issue rating for the senior
unsecured notes, +2 notches from the 'B-' LT IDR, and an 'RR2'
category.

RATING SENSITIVITIES

Rating Sensitivities are not applicable given the March 14, 2018
Chapter 11 bankruptcy filing.

LIQUIDITY

iHeart had $64 million in stand-alone balance sheet cash as of
Q3'17 (excluding $222.4 million held by subsidiary CCOH).
Additionally, the company refinanced and extended its ABL facility
in November 2017. The facility includes a $300 million term loan
component and a $250 million revolving component which will
fluctuate based on the borrowing base. $371 million was outstanding
at the time of the Chapter 11 filing.

iHeart's FCF deficits increased over the course of 2017 ($688
million for the LTM period ending September 2017 up from $418
million in full-year 2016), driven by higher operating expenses,
weaker results in the radio unit, and unfavorable working capital
swings owing mostly to slower accounts receivable collections.

FULL LIST OF RATING ACTIONS

Fitch has taken the following rating actions:

HeartCommunications, Inc. (iHeart):
-- Long-Term IDR to downgraded to 'D' from 'RD'.
-- Senior secured term loans upgraded to 'CC'/'RR3' from
    'C'/'RR4';
-- Senior secured priority guarantee notes upgraded to 'CC'/'RR3'

    from 'C'/'RR4';
-- Senior unsecured guarantee notes due 2021 affirmed at
    'C'/'RR6';
-- Senior unsecured legacy notes affirmed at 'C'/'RR6'.

Clear Channel Worldwide Holdings, Inc. (CCWW):
-- Long-term IDR affirmed at 'B-';
-- Senior unsecured notes affirmed at 'B+'/'RR2';
-- Senior subordinated notes affirmed at 'CCC+'/'RR5'.

Clear Channel International B.V. (CCIBV):
-- Long-term IDR affirmed at 'B-';
-- Senior unsecured notes affirmed at 'B+'/'RR2'.


INOVALON HOLDINGS: S&P Assigns B Corp. Credit Rating, Outlook Pos.
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating on
Bowie, Md.-based health care technology company Inovalon Holdings
Inc. The outlook is positive.

S&P said, "At the same time, we assigned our 'B' issue-level rating
to the proposed $1.08 billion senior secured credit facility, which
consists of a $100 million revolving credit facility (undrawn at
close) and a $980 million term loan. The recovery rating is '3',
indicating our expectation for meaningful recovery (50%-70%;
rounded estimate: 55%) in the event of payment default.

"Our rating on Inovalon reflects its elevated leverage following
the acquisition of ABILITY. Pro forma the transaction we expect
adjusted leverage to increase to 7.2x, inclusive of our adjustment
to EBITDA for capitalized software development costs. Though we do
expect the company to delever as the EBITDA base grows and cost
synergies are realized, we expect gross leverage to remain above
5.0x through 2019, representing a marked step up from leverage of
just 3.1x at Dec. 31, 2017. The outlook is positive despite the
high leverage given our belief that the company has the potential
to grow and generate meaningful cash flow, as well as our
expectation that Inovalon intends to focus on leverage reduction in
the near term, and that further large-scale acquisitions are
unlikely until ABILITY is fully integrated. However, we see some
risks to this base case of rapidly improving free cash flow
generation and leverage reduction given the scale of the
acquisition."

The positive outlook reflects the potential for an upgrade, if
Inovalon successfully integrates ABILITY while maintaining its high
customer retention rates, resulting in double-digit revenue growth
and increasing recurring free operating cash flow generation.
However, it also reflects some risks to these expectations, given
the substantial size of the acquisition.


INRETAIL SHOPPING: Moody's Assigns Ba2 Rating to Sr. Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the proposed
senior unsecured notes issuance of InRetail Shopping Malls. Moody's
affirmed InRetail Shopping Malls' existing ratings, including the
Ba2 foreign currency senior unsecured and Ba2 global scale, local
currency senior unsecured ratings. The outlook was revised to
negative from stable. The proposed offering is expected to raise
approximately USD$500 million. Proceeds from the notes offering
will be used to refinance the existing USD$300 million 6.5% global
notes due 2021. An additional USD$150 million of proceeds will be
used to provide an intercompany loan to InRetail Peru Corp.,
InRetail Shopping Malls' parent. The intercompany loan with
InRetail Peru Corp. will have similar terms to the proposed USD
bond offering, including interest rate, coupon and bullet dates.
This transaction is part of a larger funding strategy by InRetail
Peru Corp. to obtain long-term financing for the acquisition of
Quicorp S.A., a leading pharmaceutical distributor and retailer in
the Andean region. Quicorp, which was acquired in January 2018,
will be integrated into InRetail Peru Corp.'s retail subsidiary,
InRetail Consumer (Ba1 negative).

The following ratings were assigned:

Issuer: InRetail Shopping Malls

Foreign currency senior unsecured notes at Ba2

The following ratings were affirmed:

Issuer: InRetail Shopping Malls

USD$350 million (with $50m of it being repurchased by the issuer)
6.5% senior unsecured notes due 2021 at Ba2

PEN 141 million 7.875% senior unsecured notes due 2034 at Ba2

RATINGS RATIONALE

The negative rating outlook reflects Moody's expectation of a
substantial increase in leverage in excess of 6x net debt/EBITDA
that will be sustained for at least the next two years. Net
debt/EBITDA will rise to 6.2x by year-end 2018 from 3.3x at
year-end 2017 and debt + preferred equity % gross assets will rise
to 43.1% by year-end 2018 from 32.5% at year-end 2017. The
additional leverage allows for minimal cushion at the existing
rating to withstand any volatility in cash flows. Construction of
InRetail Shopping Malls' largest asset, Puruchuco mall, commences
this month with expected completion in Q4 2019, which will further
pressure cash flows over the next 18-24 months. Following
completion of Puruchuco the company should have increased excess
cash flow from the fixed rental income of the new mall. In
addition, although there is a pipeline of future development and
redevelopment opportunities the capex associated with those
projects is discretionary and could be used for debt repayment.
Finally, the decision to place additional leverage at InRetail
Shopping Malls to finance an acquisition that benefits a separate
subsidiary of InRetail Peru Corp. is a distinct credit negative.

InRetail Shopping Malls' Ba2 rating reflects the company's
leadership in the Peruvian mall sector, good tenant profile and
stable occupancy in the mid-90% range. Strong macroeconomic
fundamentals, including strong demand and limited supply, coupled
with the portfolio's long-term leases support earnings consistency.
Moody's expect the company to fully hedge the principal amount of
the new US dollar notes, which will mitigate foreign currency risk.
This is important given that over 80% of InRetail Shopping Malls'
debt is denominated in U.S. dollars and close to 90% of its
revenues are denominated in Peruvian Soles.

Also incorporated into the rating is the high level of asset
concentration within the portfolio, with the largest asset, Real
Plaza Salaverry, representing 20% of NOI as of year-end 2017 and
the top three assets representing over 40% of NOI.

A ratings upgrade is unlikely over the next 12-18 months given the
negative outlook. However, longer term an upgrade would be
considered should fully loaded fixed charge coverage (interest
expense, capitalized interest and principal amortization)
consistently be maintained above 3.0x, the unencumbered asset pool
be maintained above 80% of gross assets, secured debt levels are
sustained below 5% and the development pipeline represents less
than 15% of gross assets on a sustained basis through real estate
cycles. Negative rating pressure would likely result from any
material difficulty with the execution and lease-up of Real Plaza
Puruchuco, rapid deceleration of tenants sales and increase in mall
vacancies, an inability to show adequate liquidity for the next 24
months and failure to reduce Net Debt/EBITDA below 5x.

InRetail Shopping Malls, is a shopping center owner and operator in
Peru with a total owned portfolio of 21 assets, representing
670,000 square meters (m2) of gross leasable area (GLA). As of
December 31, 2017, the company had total book assets of US$1.1
billion.

The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.


INTERPACE DIAGNOSTICS: Incurs $5M Net Loss in Fourth Quarter
------------------------------------------------------------
Interpace Diagnostics Group, Inc. announced financial results and
business progress for the quarter and full year ended Dec. 31, 2017
as well as recent accomplishments.

"2017 definitively positioned IDXG as a force in the growing
molecular diagnostics and bioinformatics sector as we delivered
strong, sequential revenue growth, improved margins, and greatly
improved liquidity during a period characterized by enhanced
reimbursement and volume growth in our endocrine or (thyroid)
franchise as well as growth in our gastrointestinal or (pancreas)
franchise," said Jack Stover, Interpace's president and CEO.
"During the year we raised approximately $30 million in capital and
eliminated over $9 million of secured debt and royalties to further
strengthen our balance sheet, providing the capital needed to keep
us on a sustainable path during 2017 and 2018," said Stover.

Q4 and 2017 Year End Financial Results and Performance

   * Revenue for the three and twelve-month periods ended Dec. 31,
     2017 was $4.4 million and $15.9 million, respectively, an
     increase of 40% and 21% over the prior year periods
     principally as a result of the Company's endocrine (thyroid)
     franchise but also due to growth in its gastroenterology
    (pancreas) franchise as well.  Revenue for the three-month
     period ended Dec. 31, 2017 also grew 4.0% over the preceding
     quarter.
    
   * Gross profit percentage improved from 49.2% to 53.7% year
     over year, while improving for the fourth quarter from 43.2%
     in 2016 to 62.5% in 2017, as the Company began to recognize
     the benefits of scale as well as reduce certain royalty
     obligations.
    
   * General & Administrative costs decreased for the three and
     twelve-month periods ended Dec. 31, 2017 over the prior year
     periods by 4% and 13%, respectively.
    
   * Sales & Marketing costs increased for the three and twelve-
     month periods ended Dec. 31, 2017 over the prior year periods
     by 61% and 20%, respectively, supporting its revenue growth
     and reflecting the rational rebuilding of its commercial
     operations to take advantage of market opportunities.
    
   * Research & Development costs decreased for the three and
     twelve-month periods ended Dec. 31, 2017 over the prior year
     periods by 16% and 11%, respectively.
    
   * Loss from Continuing Operations for the three and twelve-
     month periods ended Dec. 31, 2017 was ($5.0) million and
     $(12.7) million, respectively, while Income (Loss) from
     Continuing Operations for the three and twelve-month periods
     of the prior year was $6.3 million and $(8.4) million,
     respectively.

   * Net Income (Loss) for the three and twelve-month periods
     ended Dec. 31, 2017 was ($5.0) million and ($12.2) million,
     respectively, and $6.3 million and ($8.3) million for the
     comparable periods of the prior year.
    
   * Adjusted EBITDA (in the attached schedule), which the Company

     believes is a meaningful supplemental disclosure that may be
     indicative of how management and its Board of Directors
     evaluate Company performance, adjusts Income or Loss from
     Continuing Operations for non-cash charges such as
     depreciation & amortization, stock-based compensation, asset
     impairment, loss on extinguishment, the change in fair value
     of both its contingent consideration and certain warrant  
     liabilities.  Accordingly, the Company's Adjusted EBITDA for
     the three-and twelve-month periods ended Dec. 31, 2017 was
     ($1.6) and $(7.1) million, respectively, an improvement of
     45% and 32%, respectively, over the $(2.9) and $(10.5)
     million for the comparable periods of the prior year.
    
   * The Company's cash balance at the end of the year was $15.2
     million, up from $0.6 million at the end of 2016 and its
     stockholders' equity balance is approximately $40 million as
     of Dec. 31, 2017, up from $6.5 million at the end of 2016.

2017 and Recent Business Highlights

Reimbursement:

   * UnitedHealthcare, the largest health plan in the United
     States, agreed to cover the Company's ThyraMIR test, its
     microRNA-based molecular test used in assessing indeterminate

     thyroid nodules.
    
   * The Company signed a new national contract with Aetna for its
     ThyGenX and ThyraMIR tests covering many of Aetna's products.
     The agreement is the Company's first national provider
     contract with a national health plan and means that Interpace
     will now be part of Aetna's laboratory network for these
     services.
    
   * Cigna, one of the largest national health plans in the United
     States, agreed to cover Interpace's ThyGenX test for Cigna's
     15 million members nationwide.
    
   * Oxford Health Plans began to cover Interpace's ThyraMIR test.
     Oxford offers health care benefits to employers primarily in
     New York, New Jersey, and Connecticut making it one of the
     largest health plans in the heavily populated tristate
     Region.
    
   * The American Medical Association (AMA) assigned a new,
     discreet CPT code to facilitate reimbursement of ThyraMIR
     simplifying and expediting the process for Interpace in
     submitting claims and securing reimbursement.
    
   * Medicare reimbursement for ThyGenX increased by 40% effective

     Jan. 1, 2018.  Medicare represents approximately 40% of the
     Company's volume for the ThyGenX test.
    
   * In 2018 the Company announced that five Blue Cross Blue
     Shield plans agreed to cover both ThyGenX and ThyraMIR.  
     These five plans combined represent over 8 million members
     who now have coverage for the Company's molecular thyroid
     tests

Commercial Expansion:

   * The Company announced the renewal and expansion of its
     agreement with Lab Corp, a NYSE listed company which provides

     leading-edge medical laboratory tests and services through a
     national network of primary clinical laboratories and
     specialty testing laboratories, to now co-market ThyraMIR
     along with ThyGenX.
    
   * The Company announced that the New York State Department of
     Health has reviewed and approved its TERT marker of
     aggressiveness which can now be ordered in conjunction with
     the ThyGenX molecular panel or on a stand-alone basis.
    
   * The Company also announced that the Company has entered into
     a Laboratory Services Agreement with ARUP Laboratories, Inc.,
     whereby ARUP is utilizing Interpace as a laboratory services
     provider for its menu of molecular testing services.

Clinical Evidence

   * The Company commenced a multi-site study to provide further
     evidence of the Clinical Utility of its ThyGenX/ThyraMiR
     tests in accurately identifying malignancy or benign status
     in indeterminate thyroid nodules.
     
   * The Company announced the data presented in six posters at
     the Digestive Disease Week (DDW) meeting including:

       - Three posters supporting the clinical utility of
         PancraGEN in assessing long-term risk of malignancy in
         pancreatic cystic lesions and three posters supporting
         the clinical utility of PancraGEN as an ancillary test
         for solid lesions of the pancreas and bile duct.

   * The Company also announced the presentation of new data based
     on actual clinical results for 3,471 patients tested with
     ThyGenX(/ThyraMIR at the annual meeting of The American
     Thyroid Association (ATA).
    
   * The Company reported two publications presented at the WCOG
     American College of Gastroenterology (ACG) 2017 Conference.
  
   * The Company also announced that G2 Intelligence selected
     Interpace as the "Company of the Month for September 2017".
    
   * In January 2018 the Company announced that CIO Applications
     magazne designated Interpace as one of the top 20 Companies
     in 2017 for providing bioinformatics solutions to their
     customers through the Company's extensive data base, and,
    
   * In February 2018 the Company announced the acceptance of five

     abstracts of the Company being presented at the US and
     Canadian Academy of Pathology (USCAP).

"Based on our accomplishments in 2017 and progress to date in
scaling operations, gaining additional reimbursement and expanding
our commercial activities, we are pleased with our performance in
2017 and we are looking forward to 2018," concluded Stover.

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

                      https://is.gd/5GLWpc

                   About Interpace Diagnostics

Headquartered in Parsippany, New Jersey, Interpace Diagnostics
Group, Inc. -- http://www.interpacediagnostics.com/-- is a fully
integrated commercial company that provides clinically useful
molecular diagnostic tests and pathology services for evaluating
risk of cancer by leveraging the latest technology in personalized
medicine for better patient diagnosis and management.  The Company
currently has three commercialized molecular tests; PancraGEN for
the diagnosis and prognosis of pancreatic cancer from pancreatic
cysts; ThyGenX, for the diagnosis of thyroid cancer from thyroid
nodules utilizing a next generation sequencing assay and ThyraMIR,
for the diagnosis of thyroid cancer from thyroid nodules utilizing
a proprietary gene expression assay.  Interpace's mission is to
provide personalized medicine through molecular diagnostics and
innovation to advance patient care based on rigorous science.

BDO USA, LLP, in Woodbridge, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from continuing operations that raise substantial doubt
about its ability to continue as a going concern.

Interpace reported a net loss of $8.33 million on $13.08 million of
net revenue for the year ended Dec. 31, 2016, following a net loss
of $11.35 million on $9.43 million of net revenue for the year
ended Dec. 31, 2015.  As of Sept. 30, 2017, Interpace Diagnostics
had $50.39 million in total assets, $14.01 million in total
liabilities and $36.37 million in total stockholders' equity.


IPC CORP: S&P Alters Outlook to Stable & Affirms 'B-' CCR
---------------------------------------------------------
Global trading communication systems, compliance solutions, and
network services provider IPC Corp.'s recent amendment to its
credit agreement provides for adequate cushion to its maximum
first-lien net leverage ratio covenant.

S&P Global Ratings revised its rating outlook on Jersey City,
N.J.-based IPC Corp. to stable from negative. At the same time, S&P
affirmed all its ratings on the company, including the 'B-'
corporate credit rating.

S&P said, "In addition, we assigned an issue-level rating of 'B-'
with a recovery rating of '3' to IPC's new $293 million first-lien
term loan. The '3' recovery rating indicates our expectation for
meaningful recovery (50-70%; rounded estimate of 60%) in the event
of a payment default."

The outlook revision reflects increased covenant cushion and
improved liquidity position as a result of the recent amendment to
the company's first lien maximum leverage covenant. Given the
company's decent revenue visibility driven by recurring revenue of
about 80% and a product backlog of $103 million (excludes
subscription contracts) combined with the company's improved cost
structure, and looser covenants, S&P believes the company will
maintain covenant cushion of at least 15% over the next year.

S&P said, "The stable outlook reflects our expectation for IPC to
maintain adequate liquidity over the next 12 months given the
recent amendment to the company's credit facility. In addition, we
expect S&P-adjusted leverage to decline to around 7.0x  from 7.3x
at fiscal year-end 2017 due to low- to mid-single-digit percent
EBITDA growth driven by the company's cost savings initiatives and
our expectation that free operating cash flow (FOCF) will be
break-even to modestly positive in 2018.

"We could lower the rating if continued operational issues lead us
to believe that the capital structure is unsustainable, which would
reflect interest coverage approaching 1.0x or leverage near 7.5x
without a credible path for improvement, which could include
sustained negative FOCF or results in cash and revolver
availability falling below $20 million on a combined basis.

"Given the high debt leverage, we are unlikely to raise the rating
over the next year. However, we could consider an upgrade if IPC is
able to improve EBITDA margins to the high-20% area, demonstrate
stability in profitability and cash flow, and reduce leverage below
6.5x on a sustained basis as a result of debt repayment and EBITDA
growth."


KBR INC: Moody's Assigns B1 Corp. Family Rating; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has assigned initial ratings to KBR, Inc.
("KBR" or the "company"), including B1 Corporate Family and first
lien bank credit facility ratings. The Speculative Grade Liquidity
Rating is SGL-3. The rating outlook is stable.

RATINGS RATIONALE

The ratings reflect KBR's scale, with pro-forma revenue expected of
about $4.7 billion to $4.8 billion this year, project management
qualifications, a high backlog and contract diversity. An important
element in the ratings is the evolving stage of KBR's strategic
shift away from commercial construction-based projects toward
value-added services across the energy and government sectors,
which are somewhat more stable. KBR's historic free cash flow has
been volatile. Free cash flow for 2018 is expected to be negative
as KBR addresses a major project still in construction.

KBR has long held expertise in project engineering and energy
sector consultancy. The company's historical government services
business, however, has been centered on mission logistics,
construction and base support contracts outside of the U.S.,
segment where operating margins are often modest (mid-single digit
percentage) and demanding working capital requirements exist. The
capability to prime large mission support contracts differentiates
KBR within defense services. But demand for these services is often
tied to troop mobilizations and can vary widely with operational
tempo.

KBR's acquisitions, of HTSI and Wyle in 2016 and the pending
acquisition of SGT, bring a more professional and technically
skilled labor force, expanding qualifications toward higher margin,
enduring government service work. Nonetheless, competitors within
these more value-added segments are formidable, focused, well
capitalized and, of late, acquisitive. The quality of KBR's
government service business integration plans will be critical to
full realization of synergies. Additional acquisitions within this
area seem probable.

Moody's believes KBR will continue to reduce exposure to energy
sector project-related engineering/construction ventures, but also
that company will continue to selectively pursue new projects,
bidding where possible on a cost-basis rather than on a fixed price
basis. KBR's engineering/construction project management capability
benefits its small but high margin Technology & Consulting segment,
through which the company licenses proprietary technology and sells
energy sector project design and consulting.

Capital needs of the engineering/construction ventures can be
outsized relative to KBR's scale and liquidity. Such projects
require substantial surety requirements and when construction
setbacks occur, such as the company's $22.5 billion Ichthys LNG
Project, the financial support requirement can be substantial.

Proceeds of the planned $400 million delayed draw first lien term
loan will, along with similar contributions from joint venture
partners, help fund the completion of the Ichthys project. The
large sum, representing 1.5x KBR's 2017 operating income, is
nonetheless necessary to support KBR's reputation and long-held
project execution track record.

Beyond its scale, engineering and project management capabilities,
initial financial leverage of 4x (Moody's adjusted basis), pro
forma for the pending $355 million acquisition of SGT, a debt
recapitalization, and expected near-term funding under a delayed
draw term loan, is strong for the rating level. Near-term cash flow
leverage metrics are however weak. Free cash flow prospects are
better for 2019 and could exceed $175 million with leverage
declining toward mid-3x, but only provided that the Ichthys
project's capital needs remain within KBR's estimates and no other
project related needs emerge.

The B1 rating on the 1st lien notes is the same as the CFR. The
other non debt claims, largely a non-US pension plan, trade and
potential letter of credit claims were not sufficient to
differentiate the expected loss of the secured class relative to
the CFR.

The SGL-3 rating denotes an adequate liquidity profile, supported
by the planned five-year $500 million revolving credit line with
less than $50 million borrowed at transaction close. A separate
five-year performance LC line, along with bilateral credit lines,
will support KBR's project related surety requirements, leaving the
revolver for operational liquidity. Moody's expect $300 million of
ongoing cash, necessary to fund worldwide operations and to
maintain the revolver as a backup funding source.

The ratings could be downgraded if Moody's expects soft operating
profit, such as below $275 million, or contribution to Joint
Ventures in excess of the $350 million to $400 million planned
near-term, or Debt to EBITDA approaching 5x. A weakening liquidity
profile could also pressure the rating down such as from high
revolver dependence, low covenant cushion or lackluster free cash
flow.

The ratings could be upgraded following sustained Debt to EBITDA at
mid-3x or lower and free cash flow to debt approaching 15%, with
solid backlog and good liquidity, and strong evidence of KBR's
successful transition to a substantially government services
focused business that is solidly profitable.

Assignments:

Issuer: KBR, Inc.

-- Probability of Default Rating, Assigned B1-PD

-- Speculative Grade Liquidity Rating, Assigned SGL-3

-- Corporate Family Rating, Assigned B1

-- Senior Secured Bank Credit Facility, Assigned B1 (LGD 3)

Outlook Actions:

Issuer: KBR, Inc.

-- Outlook, Assigned Stable

KBR, Inc., headquartered in Houston, TX, provides professional
services and technologies across the asset and program lifecycle
with the government services and hydrocarbons industries. Revenues
in 2017, pro forma for the pending acquisition of SGT, were $4.6
billion.

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


KBR INC: S&P Assigns 'B+' Corporate Credit Rating, Outlook Stable
-----------------------------------------------------------------
Government services and engineering and construction provider KBR
Inc. is raising new debt to fund the completion of a construction
project, fund an acquisition, and refinance its existing debt.

S&P Global Ratings assigned its 'B+' corporate credit rating to KBR
Inc. The outlook is stable.

S&P said, "At the same time, we assigned our 'B+' issue-level
rating and '4' recovery rating to the company's first-lien credit
facility, which will comprise a $500 million revolving credit
facility due 2023, a $500 million performance letter of credit (LC)
facility due 2023, a $400 million delayed draw term loan A due
2023, and a $800 million term loan B due 2025. The '4' recovery
rating indicates our expectation for average (30%-50%; rounded
estimate: 45%) recovery in a default scenario.

"Our rating on KBR reflects the company's position as a midsize
player in the competitive government services market, its somewhat
weak cash flow and leverage metrics, and its slightly below average
EBITDA margins compared with those at other aerospace and defense
companies. While KBR exhibits relatively good contract diversity,
it does have some customer concentration with NASA. Our rating on
the company also reflects the elevated risk in its Engineering &
Construction (E&C) business, especially from the troubled Ichthys
project. However, we note that the company is shifting its E&C
business toward more stable service and maintenance contracts and
away from risky fixed-price construction projects.

"The stable outlook on KBR reflects our expectation that the
company's debt leverage will increase due to the proposed
transaction before improving thereafter on its increased earnings
and improved cash flows as the required funding for the Ichthys
project declines. We expect the company's pro forma 2018
FFO-to-debt ratio to be 12%-16% before improving to 14%-18% in
2019.

"We could raise our ratings on KBR if its FFO-to-debt ratio rises
above 20% for an extended period. This could occur if the company
successfully avoids any additional losses on its projects and
receives favorable results from its litigation related to the
Ichthys project, which would allow it to pay down the related debt.
We could also raise our ratings if the company improves its
profitability such that its EBITDA margins rise above 10% and
remain at that level while it maintains its financial ratios at
their current levels or improves them (including a FFO-to-debt
ratio of at least 12%).

"We could lower our ratings on KBR if its FFO-to-debt ratio falls
below 12% for an extended period. This could occur if the company
is forced to contribute a materially greater-than-expected amount
of funds to the Ichthys project, if it experiences significant
losses on its future contracts, or if its pursues large
debt-financed acquisitions."


KONA GRILL: Extends Maturity of 2016 Credit Pact Until 2020
-----------------------------------------------------------
Kona Grill, Inc., KeyBank National Association and Zions First
National Bank have entered into Amendment No. 4 to the Second
Amended and Restated Credit Agreement which amends the Company's
Second Amended and Restated Credit Agreement with the Lenders dated
as of Oct. 12, 2016.  Pursuant to the amendment:

  (i) the available credit on the revolver was reduced from $30
      million to $25 million as of the effective date of the
      Amendment and further reduced to $22.5 million at June 30,
      2018 and $20 million at Dec. 31, 2018.

(ii) the maturity date was amended from Oct. 12, 2019 to Jan. 13,
      2020 with no option to extend the maturity date;

(iii) the applicable margins for base rate loans and the
      applicable margins for LIBOR rate loans were increased by 50
      bps to 100 bps if the Company's leverage ratio is above 5.50

      to 1.00; and

(iv) the maximum leverage ratio was increased and the minimum
      fixed charge coverage ratio was decreased for certain
      periods to provide increased flexibility as detailed in the
      Amendment.

Additionally, on March 9, 2018, as part of the Amendment, the
Lenders waived defaults of the leverage ratio and fixed charge
coverage ratio for the fiscal quarter ended Dec. 31, 2017.

                      About Kona Grill

Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill,
Inc. -- http://www.konagrill.com/-- currently owns and operates 45
upscale casual restaurants in 23 states and Puerto Rico.  The
Company's restaurants offer freshly prepared food, attentive
service, and an upscale contemporary ambiance.  The Company's
high-volume upscale casual restaurants feature a global menu of
contemporary American favorites, sushi and specialty cocktails.
Its menu items are prepared from scratch at each restaurant
location and incorporate over 40 signature sauces and dressings,
creating memorable flavor profiles that appeal to a diverse group
of customers.  Its diverse menu is complemented by a full service
bar offering a broad assortment of wines, specialty cocktails, and
beers.

Kona Grill reported a net loss of $21.62 million for the year ended
Dec. 31, 2016, following a net loss of $4.49 million for the year
ended Dec. 31, 2015.  As of Sept. 30, 2017, Kona Grill had $103.59
million in total assets, $85.61 million in total liabilities and
$17.97 million in total stockholders' equity.

"The Company has incurred losses resulting in an accumulated
deficit of $67.3 million, has a net working capital deficit of $6.9
million and outstanding debt of $38.0 million as of September 30,
2017.  These conditions together with recent debt covenant
violations and subsequent debt covenant waivers and debt
amendments, raise substantial doubt about the Company's ability to
continue as a going concern.  The ability to continue as a going
concern is dependent upon the Company generating profitable
operations, improving liquidity and reducing costs to meet its
obligations and repay its liabilities arising from normal business
operations when they become due.  While the Company believes that
its existing cash and cash equivalents as of September 30, 2017,
coupled with its anticipated cash flow generated from operations,
will be sufficient to meet its anticipated cash requirements, there
can be no assurance that the Company will be successful in its
plans to increase profitability or to obtain alternative financing
on acceptable terms, when required or if at all," the Company
stated in its quarterly report for the period ended Sept. 30, 2017.


LAKEWOOD AT GEORGIA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Lakewood At Georgia Avenue LLC
        c/o George E. Christopher, Suite 600
        11 N. Washington St
        Rockville, MD 20850

Business Description: Lakewood At Georgia is a Maryland limited
                      liability company which owns the premises
                      commonly known as 11510 Georgia Avenue,
                      Wheaton, Maryland.  Lakewood At Georgia is a
           
                      "single asset real estate company" as
                      defined in the Bankruptcy Code.  It
                      previously sought bankruptcy protection
                      on Dec. 10, 2016.

Chapter 11 Petition Date: March 19, 2018

Case No.: 18-13616

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Debtor's Counsel: Thomas F. DeCaro, Jr., Esq.
                  DECARO & HOWELL P.C.
                  14406 Old Mill Road, Ste. 201
                  Upper Marlboro, MD 20772
                  Tel: (301) 464-1400
                  E-mail: tfd@erols.com
                          tffd@erols.com

Total Assets: $4.15 million

Total Liabilities: $5.72 million

The petition was signed by George E. Christopher, president of
managing member Lakewood Investment Corp.

A full-text copy of the petition, along with a list of 20 largest
unsecured creditors, is available for free at:
http://bankrupt.com/misc/mdb18-13616.pdf


LEGACY RESERVES: Baines Creek Has 15% Stake as of Feb. 28
---------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock of Legacy Reserves, LP as of Feb. 28,
2018:

                                    Shares      Percentage
                                 Beneficially       of
  Reporting Person                   Owned        Shares
  ----------------               ------------   ----------
Baines Creek Partners, L.P.       6,490,000        8.44%

Baines Creek Special
Purpose Partners, L.P.            4,462,335        5.80%

Kevin Tracy                           6,510        0.01%

Jeremy Carter                       142,317        0.19%

James Schumacher                      4,686        0.01%

Brian Williams                      473,372        0.62%

Baines Creek Capital, LLC        11,579,220       15.06%

A full-text copy of the regulatory filing is available at:

                    https://is.gd/B0M58k

                  About Legacy Reserves LP

Legacy Reserves LP -- http://www.LegacyLP.com/-- is a master
limited partnership headquartered in Midland, Texas, focused on the
development of oil and natural gas properties primarily located in
the Permian Basin, East Texas, Rocky Mountain and Mid-Continent
regions of the United States.

Legacy Reserves reported a net loss attributable to unitholders of
$72.89 million on $436.30 million of total revenues for the year
ended Dec. 31, 2017, compared to a net loss attributable to
unitholders of $74.82 million on $314.35 million of total revenues
for the year ended Dec. 31, 2016.  As of Dec. 31, 2017, Legacy
Reserves had $1.49 billion in total assets, $1.76 billion in total
liabilities and a total partners' deficit of $271.7 million.


LIFEPOINT HEALTH: Moody's Affirms Ba2 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of LifePoint Health,
Inc., including the Ba2 Corporate Family Rating and Ba2-PD
Probability of Default Rating. Moody's also affirmed the Ba2
ratings on the senior secured credit facilities and the Ba2 ratings
on the unsecured bonds, as well as the Speculative Grade Liquidity
Rating of SGL-2. The rating outlook is stable.

The affirmation of the ratings is supported by LifePoint's stable
operating performance and Moody's expectation that adjusted
debt/EBITDA will be sustained below 4.0x.

The stable rating outlook reflects Moody's expectation that despite
weak free cash flow in 2018 due to significant capital commitments,
earnings growth and free cash flow will improve in 2019.

The following ratings have been affirmed:

LifePoint Health, Inc.

Corporate Family Rating, at Ba2

Probability of Default Rating, at Ba2-PD

Senior secured revolving credit facility expiring 2021, at Ba2
(LGD4)

Senior secured term loan A due 2021, at Ba2 (LGD4)

Senior unsecured notes due 2021, 2023 and 2024, at Ba2 (LGD4)

Speculative Grade Liquidity Rating, at SGL-2

Outlook Actions:

The outlook remains stable.

RATINGS RATIONALE

LifePoint's Ba2 rating is supported by its solid scale and
competitive presence in the non-urban markets in which it operates.
The ratings are also supported by the company's track record of
stable operating performance and moderate financial policies.
Moody's anticipates that debt to EBITDA will be maintained around
4.0x or below. The rating is constrained by industry headwinds,
including weak admission trends, pressures on Medicaid funding and
more aggressive actions by private insurers to reduce healthcare
costs. Further, hospital operating costs are typically rising
faster than reimbursement rate increases. LifePoint is experiencing
these headwinds, resulting in relatively flat earnings. Further,
LifePoint has a high level of committed capital expenditures which
will weaken free cash flow and interest coverage metrics over the
next 12-18 months. However, Moody's expects reduced capital
expenditures, along with earnings growth, to support improved free
cash flow in 2019 and 2020.

The SGL-2 signifies Moody's expectation for good liquidity over the
next 12-15 months. This is supported by sufficient internal sources
of liquidity to cover all working capital and routine capex needs.
The company may need to draw on its $600 million committed line of
credit to fund some extraordinary capex in 2018 and 2019. Moody's
anticipates compliance with financial maintenance covenants.
However, Moody's notes that the covenant steps down in September
2018, thereby reducing the company's headroom under the covenant.
There are no near-term debt maturities.

LifePoint's senior secured debt is rated at the same level as the
company's unsecured notes because the credit facilities are secured
solely by a pledge of stock and not by any hard assets. Moody's
views this as a weak collateral package and as a result, views the
credit facilities as being effectively unsecured with respect to
Moody's loss given default methodology.

The ratings could be upgraded if LifePoint realizes sustained
same-facility adjusted admissions growth, while maintaining or
improving profit margins. More specifically, the ratings could be
upgraded if debt to EBITDA is sustained at or below 3.0 times.

Alternatively, the ratings could be downgraded if the company
completes material debt financed acquisitions or share repurchases.
The ratings could also be downgraded if operating challenges, or
sustained negative admissions trends lead to weakening of credit
metrics such that debt to EBITDA is sustained above 4.0 times.
Finally, a weakening of the company's liquidity could also result
in a ratings downgrade.

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


LIGHTSTONE HOLDCO: S&P Affirms 'BB-' Ratings on $1.77BB Loans
-------------------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' rating on Lightstone
HoldCo's $1.575 billion term loan B, $100 million term loan C, and
$100 million revolver. S&P's recovery rating remains '1',
reflecting its expectation of very high (90%-100%; rounded
estimate: 95%) recovery in the event of default. The outlook is
stable.

S&P said, "The affirmation of our 'BB-' rating on Lightstone
reflects the project's sound operational performance in 2017,
favorable repricing of its term loan B and term loan C, and debt
pay down via the cash flow sweep mechanism. Increases in forward
LIBOR and weak capacity prices have lowered our minimum forecast
DSCR to 1.43x from 1.58x. Operationally, the plants have performed
in line with our expectations throughout 2017, with high
availability and dispatch profiles similar to our forecast. Despite
this, we note that as these assets age, heat rate degradation, as
well as unexpected operational issues, especially at Gavin, could
weaken the project's profitability.  The stable outlook reflects
our expectation for sound operational performance at all four
plants, minimum DSCRs at about 1.45x throughout the life of the
assets, and power prices that do not decline materially from our
current expectations.

"We could lower the rating if the minimum DSCR fell below 1.4x on a
sustained basis over the assumed refinance tenor. This would likely
be caused by a sustained drop in power prices, unplanned
operational outages, and higher debt outstanding at refinancing.
This would likely also coincide with a weaker downside case in
which the project fails to meet financial obligations for more than
three years.

"While unlikely in the near term, we could raise the rating if
minimum DSCRs materially improved above 2.2x on a sustained basis
and downside performance improved materially. This could be driven
by higher-than-expected capacity payments in uncleared periods or
higher spark spreads."


LIGNUS INC: Wells Fargo to be Paid $2,600 Monthly Under Latest Plan
-------------------------------------------------------------------
Lignus, Inc., filed with the U.S. Bankruptcy Court for the Southern
District of California its latest disclosure statement to accompany
its proposed plan of reorganization.

The Court will hold a hearing on April 30, 2018, at 2:00 p.m. with
respect to confirmation of the Plan to determine whether the Plan
has been accepted by the requisite number of creditors and whether
the other requirements for confirmation of the Plan have been
satisfied.

Class 1 consists of the Secured Claim of Wells Fargo Equipment
Finance, Inc. with respect to certain equipment financed by it.
According to Wells Fargo's Proof of Claim, it is owed $109,227.30.
Under the Plan, Wells Fargo will retain its lien and be paid
$2,600.65 each month until its Claim is satisfied in full. Upon
full satisfaction of its Claim, Wells Fargo's lien will be
released.

The monthly amount to be paid to Wells Fargo is the same amount
called for in the "Supplement to Master Lease" between Wells Fargo
and the Debtor. However, the Plan treats the purported lease as a
financing agreement and dispenses with the requirement that the
Debtor pay $1.00 at the end of the term in order to own the Wells
Collateral. Class 1 is impaired and entitled to vote on the Plan.

The Troubled Company Reporter previously reported that unsecured
creditors will be paid in full within eight years after the
company's proposed Chapter 11 plan of reorganization is confirmed.

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

     http://bankrupt.com/misc/casb17-05475-101.pdf

                       About Lignus, Inc.

Established in 2004, Lignus, Inc., is a privately held company
engaged in the lumber, plywood, and millwork trade.  Lignus filed a
Chapter 11 petition (Bankr. S.D. Cal. Case No. 17-05475) on Sept.
8, 2017.  In the petition signed by CFO Jose Gaitan, the Debtor
estimated assets and liabilities between $1 million and $10
million.  

The case is assigned to Judge Christopher B. Latham.  The Debtor
hired the Law Offices of Kit J. Gardner as its bankruptcy counsel;
Curry Advisors, A Professional Law Corporation, as special counsel;
and Integro Consultants as accountant.


LKQ CORP: S&P Affirms 'BB' CCR Amid Plans to Acquire Stahlgruber
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' corporate credit rating on LKQ
Corp. The outlook remains stable.

S&P said, "At the same time, we assigned our 'BB' issue-level
rating and '3' recovery rating to the proposed EUR1 billion senior
unsecured notes, which will be issued by LKQ European Holdings B.V.
The '3' recovery rating indicates our expectation for meaningful
recovery (50%-70%; rounded estimate: 65%) in a payment default
scenario.

"Additionally, we revised our issue-level rating to 'B+' from 'BB-'
and recovery rating to '6' from '5' on LKQ Corp.'s domestic senior
unsecured notes. The '6' recovery rating indicates our expectation
for negligible recovery (0%-10%; rounded estimate: 0%) in a payment
default scenario.

"We also revised our recovery rating on LKQ's secured debt to '3'
from '2'. The '3' recovery rating indicates our expectation for
meaningful recovery (50%-70%; rounded estimate: 55%) in a payment
default scenario.

"We affirmed our 'BB' corporate credit rating on LKQ following the
company's announcement that it plans to acquire Stahlgruber GmbH
for an enterprise value of approximately EUR1.5 billion. LKQ
intends to draw on its amended revolving credit facility and issue
EUR1 billion of new senior unsecured notes and over 8 million new
shares of its common stock (valued at about $317 million) to
finance the transaction. While the acquisition will initially
weaken the company's key credit metrics, we expect that it will
increase LKQ's scale and strengthen its European footprint,
especially by providing it with a significant market presence in
Germany.

"The stable outlook on LKQ reflects our belief that management will
pace the company's future acquisitions such that it maintains debt
leverage of less than 4.0x and a FOCF-to-debt ratio of more than
10% over the next 12 months.

"We could lower our ratings on LKQ if the company's debt-to-EBITDA
remains above 4x or its FOCF-to-debt ratio falls below 10% on a
sustained basis because of operating problems, a loss of business,
the company's inability to efficiently integrate its acquired
properties, or other adverse market conditions, such as an
unfavorable change in how auto insurers fulfill their collision
claims.

"For us to upgrade LKQ, we would need to believe that the company's
EBITDA margins would approach their historical levels (of about
14%-15%) on a sustained basis as it integrates its recent
acquisitions without significant missteps. We would also need the
company to realize operating synergies from its acquisitions and
would require management to commit to maintain their strategic
focus. Moreover, we would need to believe that the company's
strategic business and financial policies and governance and
capital structure would be consistent with a higher rating."

Additionally, LKQ would have to continue to maintain debt leverage
in the 2x-3x range and a FOCF-to-debt ratio of more than 15%.



LOCKWOOD HOLDINGS: Taps Imperial Capital as Investment Banker
-------------------------------------------------------------
Lockwood Holdings, Inc., seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Imperial Capital,
LLC, as investment banker.

The services to be provided by the firm include a financial
valuation of the ongoing operations of Lockwood and its affiliates;
assisting the Debtors in negotiating and formulating the terms of a
potential restructuring plan, financing or transaction; identifying
buyers; providing testimonies; and assisting the Debtors' chief
restructuring officer with diligence requests and analyses.

Imperial Capital will be paid a financial advisory fee of $75,000
per month for the first four months of the term of its employment.
Extension of the monthly advisory fee will be reviewed no later
than 30 days prior to the end of the fourth month.

The firm will also receive a transaction fee equal to the greater
of the following: (i) a single transaction fee of $750,000, payable
in cash and upon the closing of a restructuring; or (ii) a single
transaction fee of 2% of "transaction consideration" received by
the Debtors or its equity security holders, payable in cash and
upon consummation of a transaction; or (iii) a single cash fee,
payable out of the proceeds of a financing, equal to 2% of the face
amount of any first lien senior secured debt sold or arranged as
part of the financing.

Kenneth Morris, managing director at Imperial Capital, disclosed in
a court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

Imperial Capital can be reached through:

     Kenneth Morris
     Imperial Capital, LLC
     277 Park Avenue 48th Floor
     New York, NY 10172
     Phone: (212) 351-9755
     Email: kmorris@imperialcapital.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.  It also provides
services from MRO (maintenance, repair and operations) to
large-scale projects.

Lockwood Holdings and its affiliates LH Aviation, LLC and LH
Aviation, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. Case No. 18-30197) on Jan. 18,
2018.

In the petitions signed by CEO Michael F. Lockwood, Lockwood
Holdings estimated assets of $10 million to $50 million and
liabilities of $50 million to $100 million.  The other debtors
estimated assets of less than $50,000 and liabilities of $50
million to $100 million.

Judge David R. Jones presides over the case.  

The Debtors hired Gray Reed & McGraw LLP as their bankruptcy
counsel; and Zimmerman, Axelrad, Meyer, Stern & Wise, P.C., as
their special corporate counsel.


LOEHMANN'S HOLDINGS: GFI Bid to Reargue NY Court Order Rejected
---------------------------------------------------------------
In the action captioned GRISTEDE'S FOODS, INC., Plaintiff, v.
MADISON CAPITAL HOLDINGS LLC, MC LONG TERM HOLDINGS LLC, 65and J.
JACOBSON, Defendants, Docket No. 651811/2015 (N.Y. Sup.) for
fraudulent and negligent misrepresentation, alter ego liability and
breach of contract, plaintiff Gristede's Foods, Inc. moves for an
order granting Gristede's leave to reargue the New York County
Supreme Court's decision and order, dated August 8, 2016, to the
extent that the Court granted the motion of defendants Madison
Capital Holdings, MC Long Term Holdings LLC and J. Joseph Jacobson
to dismiss the third cause of action in Gristede's Verified Amended
Complaint (the "VAC") seeking to pierce the corporate veil. Upon
review of the papers submitted, Supreme Court Judge Salian
Scarpulla denies the motion in its entirety.

In the VAC, Gristede's sought to recover more than $11.5 million in
rent arrears, accelerated rent, attorneys' fees and expenses
incurred in two nonpayment proceedings, and related charges,
allegedly accruing pursuant to the terms of a commercial
sub-sublease executed by Gristede's and MC Long Term.

Gristede's subleased the premises, located at 2101-2115 Broadway in
Manhattan, from nonparty Ansonia Commercial, LLC and, pursuant to a
sub-sublease dated October 26, 2005, leased the premises to
nonparty Loehmann's Operating Co. Loehmann's filed for Chapter 11
bankruptcy on Dec. 15, 2013, and was permitted to sell the
designation rights to the sub-sublease.

Madison Capital then purchased Loehmann's sub-sublease designation
rights, with Gristede's knowledge and approval, gaining the
exclusive right to designate one or more assignees for the
sub-sublease and other unexpired property leases held by
Loehmann's. The bankruptcy court approved the assignment of the
sub-sublease to MC Long Term, in an order entered June 27, 2014,
and noted in the order that Gristede's had agreed to the Assumption
Order's entry.

On Jan. 25, 2016, Gristede's filed the VAC in this action and
joined Jacobson, the founder, owner, and executive officer of
Madison Capital, as a defendant. The VAC alleged, among other
things, that Madison Capital and Jacobson created MC Long Term as a
shell corporation to be used as a shield to avoid their financial
obligations to Gristede's. Gristede's contended that Madison
Capital and Jacobson exercised complete dominion and control over
MC Long Term and sought to hold them liable for MC Long Term's
contractual obligations, as that company's alter ego. Defendants
moved to dismiss the VAC and in the August Order, the Court granted
the motion for the claims against Madison Capital and Jacobson,
including the claim for alter ego liability.

Gristede's argues that the Court erred in holding that Jacobson and
Madison's assurances to Gristede's that MC Long Term could perform
its obligations under the Sub-Sublease, coupled with their complete
domination and control of MC Long Term, and MC Long Term's eventual
default, were not sufficiently unfair or unjust, under Delaware
law, for the alter ego liability claim to survive Defendants'
motion to dismiss. Gristede's cites three new cases in support of
its motion to reargue -- Mabon, Nugent & Co. v. Texas Am. Energy
Corp.; Corp. Comm'n of Mille Lacs Band of Ojibwe Indians v. Money
Centers of Am.; and McBeth v. Porges. None of the three cases were
previously cited in either Gristede's opposition to the motion to
dismiss, or its post-oral argument submission (in response to my
request) of supplementary case law on the alter ego issue.
Moreover, these cases pre-dated the oral argument and supplementary
case law submission. Thus, the Court will not consider these new
cases on this motion to reargue.

Gristede's has not demonstrated that the Court overlooked or
misapprehended the law in arriving at the decision in the August
Order, thus its motion to reargue is denied.

A copy of the Court's Decision and Order dated March 1, 2018 is
available at https://is.gd/MJWGVt from Leagle.com.

                       About Loehmann's

Discount retailer Loehmann's Holdings Inc., and two affiliates
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
13-14050) on Dec. 15, 2013.

This is Loehmann's third bankruptcy filing, but this time it will
be a liquidation with going-out-of-business sales.

The first bankruptcy was a 14-month Chapter 11 reorganization
completed in September 2000.  At the time the chain had 44 stores
in 17 states.  The second bankruptcy culminated in a reorganization
plan implemented in March 2011.  It was acquired by Istithmar in
July 2006 in a $300 million transaction.

Loehmann's, based in the Bronx borough of New York City, operated
39 stores in 11 states as of the 2013 bankruptcy filing.

In the new Chapter 11 case, Loehmann's disclosed assets and debt
both totaling $96.7 million.  The debt includes $4.3 million on a
first-lien credit agreement with Wells Fargo Bank NA as agent, not
including about $9 million in letters of credit.

Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP,
serves as counsel to the Debtors; Canaccord Genuity Inc. is the
investment banker; Clear Thinking Group LLC is the restructuring
advisor; and Epiq Bankruptcy Solutions LLC is the claims and notice
agent.

On Dec. 23, 2013, the Office of the United States Trustee for
Region 2 appointed the Committee, consisting of C2 Imaging LLC, DDR
Corp., Fownes Brothers & Co., Juicy Couture, National Retail
Consolidators, Regency Centers L.P., and Rutherford JV.  On Dec.
30, 2013, Fownes Brothers & Co. resigned from the Committee.  On
Jan. 2, 2014, the U.S. Trustee filed a notice adding CHL Design
Forum Ltd. to the Committee.  The Committee selected James S. Carr,
Esq., Robert L. LeHane, Esq., and Benjamin D. Feder, Esq., at
Kelley Drye & Warren LLP as its proposed legal advisors and FTI
Consulting, Inc. as its financial advisors.

Loehmann's held auctions on Jan. 3 and 4, 2014.  A joint venture
among SB Capital Group LLC, Tiger Capital Group LLC and A&G Realty
Partners LLC acquired the rights to conduct going-out-of-business
sales by buying inventory, furniture, fixtures, accounts receivable
and cash.  They bid $19 million.

Madison Capital Holdings LLC won the auction for the
lease-designation rights, and can look for other retailers to take
over Loehmann's leases.  Esopus Creek Advisors LLC won the auction
for intellectual property.

Loehmann's hasn't disclosed the size of the winning bids, according
to Bloomberg News.

On Jan. 7, 2014, the U.S. Bankruptcy Court authorized the joint
venture of SB Capital, Tiger Capital and A & G Realty to conduct
"Going Out of Business" sales in each of Loehmann's 39 locations in
11 states and the District of Columbia.  The GOB sales began Jan.
9.


MARQUIS DIAGNOSTIC: Asks Court to Waive Appointment of PCO
----------------------------------------------------------
Marquis Diagnostic Imaging, LLC, and its debtor-affiliates request
the U.S. Bankruptcy Court for the Northern District of Georgia to
waive appointment of a patient care ombudsman.

The Debtors are an affiliated family of out-patient diagnostic
imaging providers directed, managed, controlled and coordinated by
management located in Georgia. None of the diagnostic imaging
centers operated by the Debtors currently provide in-patient,
overnight care to patients.

Furthermore, the Debtors operate in a regulated environment, have a
consistent record of regulatory compliance with regard to patient
care matters, and take pride in providing excellent and superior
levels of care at their out-patient diagnostic imaging centers.

Particularly, the operations of the Debtors are already subject to
oversight and licensing requirements that support the conclusion
that the appointment of a PCO would be redundant. The centers
operated by the Debtors are in compliance with all applicable
regulations and accreditation requirements as verified by regular
inspections and certifications by the American College of Radiology
and other state agencies. Not only has the equipment utilized by
the Debtors passed inspections on a regular basis, but the
technicians operating the equipment are highly qualified and
licensed/certified to operate the equipment.

The past history of patient care by the Debtors weighs in favor of
not appointing a PCO. Beyond passing inspections, obtaining
certifications and complying with licensing requirements, the
Debtors have received accolades in recent years indicating the
quality of care provided by the Debtors. Marquis Diagnostic Imaging
has been ranked as the second best imaging center in Arizona in
2017 and the Cases were not predicated by deficiencies in patient
care. Indeed, no claims have been made against the malpractice
insurance of the Debtors or with regard to the independent
physicians working at the centers and the Debtors are not aware of
any professional malpractice claims or incidents that could result
in claims related to work at the centers operated by the Debtors.

In light of the nature of the operations of the Debtors as
out-patient imaging centers, the reputation of the Debtors for
providing quality care, the existing regulatory oversight and other
procedures already in place to protect patients, and cost that the
estates of the Debtors would incur from the appointment of a
patient care ombudsman, the Debtors assert that the appointment of
a PCO would be totally unnecessary under the circumstances of these
Cases.

The Debtors contend that not only is a PCO not necessary under the
circumstances of these Cases, but the appointment of a PCO would
hinder the ability of the Debtors to quickly and effectively
reorganize or pursue a sale of the assets of the Debtors to another
operator in part by adding unnecessary administrative expenses.

                About Marquis Diagnostic Imaging

Marquis Diagnostic Imaging, LLC, is an outpatient diagnostic
imaging center that provides a comprehensive exam for patients
experiencing serious heart conditions, stroke and other
life-threatening diseases.  Marquis offers MRI (Magnetic Resonance
Imaging), CT (Computed Tomography), Ultrasound, and X-ray services.
The Company maintains its facilities in Gilbert and Phoenix,
Arizona.

Marquis Diagnostic Imaging, LLC and its affiliates Marquis
Diagnostic Imaging of North Carolina, LLC and Marquis Diagnostic
Imaging of Arizona, LLC, sought Chapter 11 protection (Bankr. N.D.
Ga. Case Nos. 18-52365, 18-52367 and 18-52380, respectively) on
Feb. 9, 2018.

In the petitions signed by Venesky, authorized representative, MD
Imaging, LLC, estimated $1 million to $10 million in assets and up
to $50,000 in debt; MD Imaging of NC estimated up to $50,000 in
assets and $1 million to $10 million in liabilities; and MD Imaging
of Arizona estimated $1 million to $10 million in assets and debt.

Henry F. Sewell, Jr., Esq., of the Law Offices of Henry F. Sewell,
Jr., serves as counsel to the Debtors.

No request has been made for the appointment of a trustee or
examiner and no official committee of unsecured creditors has been
appointed in any of these cases.


MATTEL INC: Moody's Lowers Corporate Family Rating to Ba3
---------------------------------------------------------
Moody's Investors Service downgraded Mattel, Inc.'s Corporate
Family Rating ("CFR") and Probability of Default Rating to Ba3 and
Ba3-PD from Ba2 and Ba2-PD respectively. Mattel's unguaranteed
unsecured notes were simultaneously downgraded to B2 from Ba3. The
Ba2 rating on Mattel's guaranteed senior unsecured notes was left
unchanged. All ratings were placed on review for downgrade. The
company's speculative grade liquidity rating was downgraded to
SGL-2 from SGL-1. This action follows the official announcement by
retailer Toys "R" Us, Inc. ("TRU") that it plans to close or sell
all of its stores including 735 stores in the U.S. and Puerto Rico
where it will liquidate Inventory.

The following ratings were downgraded:

Corporate Family Rating to Ba3 from Ba2

Probability of Default Rating to Ba3-PD from Ba2-PD

Senior Unsecured unguaranteed bonds to B2 (LGD5) from Ba3 (LGD5)

Speculative Grade Liquidity Rating to SGL-2 from SGL-1

The following ratings remain unchanged:

Senior unsecured $1billion note with subsidiary guarantees at Ba2
(LGD3)

All ratings (other than the SGL rating) are on review for
downgrade.

RATINGS RATIONALE

The downgrade reflects Moody's view that the disruption in toy
sales that will occur as a result of the liquidation of one of
Mattel's most important retailers will be very costly. It will
result in lower sales, higher write offs and slower margin
improvement than had been expected if Toys "R" Us, Inc. had
continued operating under chapter 11 bankruptcy. Mattel
significantly underperformed in 2017 due to problems related to the
TRU bankruptcy as well as other challenges in its own business. In
its review Moody's will consider the ongoing disruption that will
result from the shift in the toy industry retail sector, as well as
Mattel's ability to continue to execute its restructuring and
reinvestment plans through this turbulent period. Moody's will also
assess the cost of the TRU liquidation in terms of sales,
write-offs and potential margin challenges as well as Mattel's
longer term ability to restore its profitability as it redirects
business through other channels.

Moody's downgraded the company's speculative grade liquidity rating
to SGL-2 from SGL-1. This reflects the likelihood that the
additional write downs and lower sales together with cash
restructuring charges will strain Mattel's internally generated
cash in 2018. Hence it will likely need to tap into its cash
balances more significantly than originally expected to cover
operating needs. Moody's further notes that Mattel's next debt
maturity -- $500 million due in May 2019 -- will likely not be
covered by cash balances. Nevertheless, Mattel's overall liquidity
remains good, based on significant cash balances of around $700
million after its repayment of a $250 million note, March 15, and
an untapped $1.6 billion asset backed revolver.

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


MB INDUSTRIES: Dooley Parties' Bid to Withdraw Reference Junked
---------------------------------------------------------------
Petitioners David M. Dooley, Sr., individually and as Trustee for
the BD 2008 Family Trust No. 1, Brenda Dooley, individually and as
Trustee for the DMD 2008 Family Trust No. 1, David M. Dooley, Jr.,
and Chris Vallot, filed a motion to withdraw reference arguing the
bankruptcy judge lacks final adjudication authority in the
adversary proceeding captioned David M. Dooley, Sr., et al. v. MB
Industries, LLC, et al., Civil Action No. 16-0110 (W.D.La.) to the
bankruptcy case, In re: MB Industries, LLC.

Defendants Carmel Enterprises, LLC, Carmel Foods, LLC, Carmel
Group, Inc., Hallwood Financial Limited, Hallwood Modular
Buildings, LLC, X-Treme Doors, LLC, Frederick J. Gossen, Jr., Gert
Lessing, and Anthony Gumbiner have opposed the motion and suggest
the Holland America factors do not favor withdrawing the reference.
The Dooley Parties filed a memorandum in support of their motion
and multiple responses arguing the Holland America factors,
specifically their right to a jury trial, weigh in favor of
withdrawal. District Judge S. Maurice Hicks, Jr. denied the
motion.

The Dooley Parties initiated the adversary proceeding seeking
rescission of a transaction which occurred on Oct. 27, 2011,
pursuant to which David Dooley, Sr. sold and transferred interests
in various companies, including the Debtor, MB Industries, LLC. The
consideration promised to Mr. Dooley for the sale of the business
interests included: (1) $250,000 cash; (2) a promissory note for
$2,750,000; and (3) monthly payments to his wife, son, and
son-in-law for an agreed period of time. The cash due at closing in
the amount of $250,000 was paid; however, the promissory note has
not been paid, except for one interest payment made in February
2012 for approximately $88,000, and the payments to Mr. Dooley's
family members were terminated in May 2013.

The Dooley Parties argue the Holland America factors weigh in their
favor and withdrawal is proper. Chiefly, the Dooley Parties suggest
their constitutional right to a jury and the fact that their
underlying lawsuit is a non-core proceeding is sufficient for the
Court to grant their motion to withdraw. Defendants state the
Dooley Parties have waived their right to a jury trial or,
alternatively, have no right. Defendants also argue that whether
the underlying lawsuit is core or non-core is not pertinent in
light of new case law; instead, the issue is whether the bankruptcy
court has authority to finally adjudicate the matter, which
Defendants believe the bankruptcy court has because all parties
consented. The Dooley Parties state there was no consent, and in
the event there was consent, it was not "knowing and voluntary."

The Fifth Circuit has identified non-exclusive factors for a
district court to consider in deciding whether to withdraw a
reference on permissive grounds: (1) whether the proceeding is core
or non-core; (2) whether withdrawal would foster a more economical
use of the parties' resources; (3) whether withdrawal would
expedite the bankruptcy process; (4) whether withdrawal would
reduce forum shopping and promote uniformity; and (5) whether jury
demands have been made.

The Court's decision to allow this case to remain in the Bankruptcy
Court is supported by factors 2-4 in Holland America. First,
allowing this case to remain in the Bankruptcy Court will foster
judicial efficiency. District Courts have routinely rejected the
Dooley Parties' argument that uniformity in bankruptcy
administration will be promoted, the debtor's and creditors'
resources will be economically used, and the bankruptcy process
will be expedited, if the reference to the Bankruptcy Court were
withdrawn because it would dispense with the need for a later
appeal.  Rather, the familiarity of the Bankruptcy Court with all
the parties and issues involved in this matter suggests it would be
more economical for the case to stay put.

In addition to conducting the MBI bankruptcy proceeding since Oct.
2, 2014, the Bankruptcy Court has had the Dooley Parties' adversary
proceeding before it for almost three full years. The Bankruptcy
Court is very familiar with the various parties in this case, the
complex factual background and the legal issues involved. The
parties have conducted discovery, filed, briefed, and argued
motions that the Bankruptcy Court has decided. Since the filing of
the instant motion, the Bankruptcy Court has ruled on five motions
for summary judgment regarding the Dooley Parties' claims against
the defendants, and five motions to dismiss in this matter.
Therefore, it is more economical for the Bankruptcy Court to retain
this adversary proceeding.

After initially suggesting "there is no indicia of forum shopping
present," the Dooley Parties contend if any party should be accused
of forum shopping, it is the Defendants. However, the Court finds
that the Dooley Parties' multiple attempts to litigate this matter
in state court reflect their attempt to forum shop. Motions to
withdraw the reference are meant to prevent forum shopping, not aid
it. Accordingly, this factor weighs against withdrawal.

On balance, the Holland America factors weigh against withdrawing
the adversary proceeding at this time.

A full-text copy of Judge Hicks' Memorandum Ruling dated March 1,
2018 is available at https://is.gd/5Azms8 from Leagle.com.

David M Dooley, Sr, individually & as Trustee, Brenda Dooley,
individually & as Trustee, David M Dooley, Jr & Chris Vallot,
Plaintiffs, represented by Gerald C. Delaunay, Perrin Landry
DeLaunay & Oscar E. Reed, Jr., Perrin Landry DeLaunay.

M B Industries L L C, Defendant, represented by John S. Hodge --
jhodge@wwmlaw.com -- Wiener Weiss & Madison.

Frederick J Gossen, Carmel Group Inc, Carmel Enterprises L L C &
X-Treme Doors L L C, Defendants, represented by W. Michael Adams
-- madams@bwor.com -- Blanchard Walker et al, B. Slattery Johnson
-- sjohnson@bwor.com -- Jr. , Blanchard Walker et al, Frederick L.
Welter , D A's Office 15th J D C, Robert W. Johnson --
rjohnson@bwor.com -- Blanchard Walker et al & Timothy Russell Wynn
-- twynn@bwor.com -- Blanchard Walker et al.

Hallwood Modular Buildings L L C, Hallwood Financial Ltd, Gert
Lessing & Anthony Gumbiner, Defendants, represented by W. Michael
Adams, Blanchard Walker et al, B. Slattery Johnson, Jr., Blanchard
Walker et al, Robert W. Johnson, Blanchard Walker et al & Timothy
Russell Wynn, Blanchard Walker et al.

M B I Global L L C, M B I Construction & Logistics Services L L C &
B K L C L L C, Defendants, represented by Curtis R. Shelton --
curtisshelton@arklatexlaw.com -- Ayres Shelton et al & Frank J.
Wright, Gardere Wynne Sewell, pro hac vice.

An involuntary Chapter 7 petition was filed against Shreveport,
Louisiana-based MB Industries, L.L.C., on Oct. 2, 2014 (Bankr.
14-12416, Bankr. W.D. La.).  The involuntary Chapter 7 case was
converted to a Chapter 11 case on Nov. 6, 2014.  A plan was
confirmed on May 26, 2016.

MD Industries was represented by:

     John S. Hodge, Esq.
     P.O. Box 21990
     Shreveport, LA 71120-1990
     Tel: (318) 226-9100
     Fax : 318-424-5128
     Email: jhodge@wwmlaw.com

        -- and --

     R. Joseph Naus, Esq.
     P.O. Box 21990
     Shreveport, LA 71120-1990
     Tel: (318) 213-9244
     Fax : (318) 424-5128
     Email: rjnaus@wwmlaw.com

Petitioning Creditors Hallwood Financial Limited and Hallwood
Modular Buildings, L.L.C., are represented by:

     M. Thomas Arceneaux, Esq.
     Blanchard, Walker, O'Quin & Roberts
     PO Drawer 1126
     Shreveport, LA 71163-1126
     Tel: (318) 221-6858
     Fax: (318) 227-2967
     Email: tarceneaux@bwor.com

        -- and --

     B. Slattery Johnson, Jr., Esq.
     400 Texas St., Ste. 1400
     Shreveport, LA 71101
     Tel: (318) 934-0237
     Fax: (318) 227-2967
     Email: sjohnson@bwor.com

        -- and --

     Robert W. Johnson, Esq.
     P.O. Drawer 1126
     Shreveport, LA 71163
     Tel: (318) 221-6858
     Fax: (318) 227-2967
     Email: rjohnson@bwor.com

        -- and --

     Timothy R. Wynn, Esq.
     Blanchard, Walker, O'Quin & Roberts
     333 Texas Street, Suite 700
     Shreveport, LA 71163
     Tel: (318) 221-6858
     Fax: (318) 227-2967
     Email: twynn@bwor.com

Petitioning Creditor Daily Equipment Company Inc., is represented
by:

     John Nickelson, Esq.
     Nickelson Law, PLLC
     400 Travis Street, Suite 300
     Shreveport, LA 71101
     Tel: (318) 200-0673
     Fax: (318) 300-4762
     Email: john.nickelson@nickelsonlaw.com

Petitioning Creditor Stuart C. Irby Company is represented by:

     S. Ault Hootsell, Esq.
     Butler Snow LLP
     201 St. Charles Avenue
     New Orleans, LA 70170-3310
     Tel: (504) 299-7700
     Fax: (504) 299-7701
     Email: ault.hootsell@butlersnow.com

        -- and --

     Jordan B. Monsour, Esq.
     Butler Snow, LLP
     201 St. Charles, Suite 3310
     New Orleans, LA 70170
     Tel: (504) 299-7700
     Fax: (504) 299-7701


MRI INTERVENTIONS: Reports $7.1 Million Net Loss for 2017
---------------------------------------------------------
MRI Interventions, Inc., reported financial results for the fourth
quarter and full year ended Dec. 31, 2017.

Full-Year and Fourth Quarter 2017 Highlights

   * Total revenue increased 28% to $7.4 million for 2017, from
     $5.7 million in 2016, reflecting a 34% increase in functional
     neurology sales, and a 50% increase in capital equipment
     sales;

   * Gross margin increased to 61% for the full year, compared
     with 54% in 2016;

   * Net loss full year 2017 declined 12% to $7.1 million, as
     compared with $8.1 million in 2016;

   * Completed a record 629 procedures using the ClearPoint Neuro
     Navigational System, an increase of 25%;

   * Grew the installed base of ClearPoint Systems to 52 centers
     in the U.S., including the Company's seventh top-ten
     children's hospital;

   * Furthered research and development efforts with partners
     toward the development of new therapeutic applications for
     intra-cranial hemorrhage and pancreatic cancer;

   * Participated in a One Room-One Procedure laser ablation
     Practical Clinic during the Congress of Neurological
     Surgeons; and

   * Announced the appointment of Joseph Burnett as president and
     chief executive officer.

"MRI reported another year of strong growth and thoughtful
transformation in 2017, driven by our fifth year in a row of
significant procedure and revenue growth, as well as the evolution
of our strategic plan to go deeper into our own therapeutic
products," commented Joe Burnett, president and chief executive
officer.  "Our core functional neurology business grew revenue 34%,
to $5.3 million, and procedure volume ramped 25% to a record 629
cases.  Our biologics and drug delivery partnerships continued to
advance through the regulatory process in examples such as Voyager
Therapeutics.  We also signed multiple new partnerships as the
premier live-MRI guidance and navigation partner for drug delivery
companies.  Capital sales and service grew 50% as a testament to
the interest in acquiring access to our technology and hospitals
willing to put skin in the game for that access.

"We now look to 2018 with expectations for another year of strong
revenue growth in all three of our product areas: functional
neurology, biologics and drug delivery, and capital sales and
service.  Also, we anticipate the introduction of two new product
families to clinical usage, including the commercial release of our
ClearPoint 2.0 fusion software and the first human case of our
intracerebral hemorrhage therapy product in collaboration with the
Mayo Clinic.  We believe that these additions to our platform, in
concert with streamlining our marketing and product development
processes and capabilities, will improve workflow efficiency while
staying true to our commitment to precision and sub-millimetric
accuracy under live MRI-guidance. We expect that these advancements
and our focus on continued growth in procedures will enable us to
lead the movement toward minimally invasive therapy procedures in
the brain, as we have seen take place in other medical device
markets including cardiology."

       Financial Results - Year Ended December 31, 2017

Functional neurology revenue, which consists of disposable product
sales related to cases utilizing the ClearPoint system, increased
34% to $5.3 million from $4.0 million in 2016.  This increase was
due primarily to a 25% increase in the utilization of the
ClearPoint system, to a record 629 cases during 2017, from 504
cases in 2016.

Biologics and drug delivery systems revenue, which consists
primarily of disposable product sales related to customer-sponsored
clinical trials utilizing the ClearPoint system, was $563,000, as
compared with $771,000 in 2016.  This fluctuation arose due to
$222,000 in advance purchases of such products by Voyager
Therapeutics in late 2016, which have been subsequently used in
Voyager's clinical trials.

Capital equipment revenue, consisting of sales, rentals and service
of ClearPoint reusable hardware and software, increased 50%, to
$1.5 million, from $980,000 in 2016.  This increase was due
primarily to increases in equipment sales, new equipment rental
revenue and equipment service contract revenue.

Gross margin for the year ended Dec. 31, 2017 improved to 61% from
54% in 2016.  The increase was due primarily to a favorable mix of
revenue in 2017, relative to 2016.  Also contributing to the
increase were lower costs for scrap, expired product and reserves
for inventory obsolescence during 2017, relative to 2016.

Research and development costs were $2.8 million for year ended
Dec. 31, 2017, compared to $2.6 million in 2016, an increase of
$186,000, or 7%.  The increase was due primarily to payments, the
majority of which were in shares of the Company's common stock,
required under certain license and product co-development
agreements entered into in April 2017, that were partially offset
by decreases in software development and intellectual
property-related costs, and in personnel costs.

Sales and marketing expenses were $4.0 million for the year ended
Dec. 31, 2017, compared to $3.8 million in 2016, an increase of
$179,000, or 5%.  This increase was primarily due to an increase in
personnel-related expenses.

General and administrative expenses were $4.0 million for the year
ended Dec. 31, 2017, compared to $4.2 million for in 2016, a
decrease of $144,000, or 3%.  The decrease was due primarily to
decreases in professional fees and stock-based compensation, that
were partially offset by costs incurred in connection with
recruiting and hiring Mr. Burnett in November 2017.

During the years ended Dec. 31, 2017 and 2016, the Company recorded
gains of $25,000 and $1.1 million, respectively, resulting from
changes in the fair value of derivative liabilities.  Such
derivative liabilities related to the terms of certain warrants
issued in 2012 and 2013, and in connection with amendments the
Company made to certain note payable agreements in 2016.

In April 2016, the Company entered into an agreement with Brainlab
AG under which the note payable to Brainlab was restructured and
reissued.  As a result, the Company recorded a debt restructuring
gain of $941,000.

In June 2016, the Company entered into the amendments with Brainlab
and with certain holders of the Company's 2014 junior secured notes
payable.  Based on the provisions of these amendments, on June 30,
2016, the Company recorded a debt restructuring loss of $820,000.

In August 2016, the Company entered into additional amendments with
the 2014 Note Holders.  Based on the provisions of these
amendments, on Aug. 30, 2016, the Company recorded a debt
restructuring loss of $933,000.

During the year ended Dec. 31, 2017, the Company recorded other
income of $17,000, as compared with other income of $216,000
recorded during 2016, representing a decrease of $199,000, or 92%.
This decrease was due primarily to grant income from a U.S. federal
agency of $203,000 earned from a project in process during the
2016, which was discontinued by the agency later in 2016.  The
Company has not since undertaken any additional such projects.

Net interest expense for the year ended Dec. 31, 2017 was $873,000,
compared with $1.1 million for 2016.  The decrease was due
primarily to the conversion of an aggregate $1.74 million in
principal balance of notes held by the 2014 Note Holders in
connection with the Company's completion of a private placement of
equity units in September 2016.

       Financial Results - Quarter Ended December 31, 2017

Functional neurology revenue increased 23%, to $1.3 million from
$1.0 million in the fourth quarter of 2016.  This increase was due
primarily to a 26% increase in the number of cases using the
ClearPoint system, to 160 cases in the fourth quarter of 2017 from
128 cases during the same period in 2016.

Drug delivery product revenue for the fourth quarter of 2017 was
$120,000, a decline of 63% as compared with $327,000 during the
same period in 2016, reflecting the previously mentioned $222,000
purchase of drug delivery cannulas and related products by Voyager
in 2016.

Capital equipment revenue was $291,000 in the fourth quarter of
2017, as compared with $272,000 during the same period in 2016.

Gross margin for the fourth quarter ended December 31, 2017
improved to 61% from 59% for the same period in 2016.  The increase
was due primarily to a favorable mix of revenues during the fourth
quarter ended Dec. 31, 2017, relative to the same period in 2016.

Research and development costs were $582,000 for the fourth quarter
of 2017, compared to $530,000 for the same period in 2016, an
increase of $52,000, or 10%. The increase during the fourth quarter
of 2017, in comparison to the same period in 2016, was due
primarily to increases in personnel, regulatory and software
development costs, that were partially offset by decreases in
intellectual property costs.

Sales and marketing expenses were $1.0 million for the fourth
quarter ended Dec. 31, 2017, compared to $946,000 for the same
period in 2016, an increase of $65,000, or 7%.  This increase was
primarily due to an increase in exhibit activity during the fourth
quarter ended Dec. 31, 2017, relative to the same period in 2016.

General and administrative expenses were $1.3 million for each of
the fourth quarters of 2017 and 2016, primarily attributable to
decreases in professional fees and stock-based compensation being
offset by costs incurred in connection with recruiting and hiring
Mr. Burnett in November 2017.

During the fourth quarter of 2017, the Company recorded a loss of
$23,000, and during the same period in 2016, the Company recorded a
gain of $318,000, resulting from changes in the fair value of
derivative liabilities.  Such derivative liabilities related to the
terms of certain warrants issued in 2012 and 2013, and in
connection with the amendments the Company made to certain note
payable agreements in 2016.

Net interest expense for the three months ended Dec. 31, 2017 was
$236,000, compared with $215,000 for 2016.  The increase was due
primarily to an increase during the three months ended December 31,
2017, relative to the same period in 2016, in the amortization of
discounts on the Company's notes payable.

A full-text copy of the press release is available at:

                    https://is.gd/2VfTcO

                   About MRI Interventions

Irvine, California, MRI Interventions, Inc. --
http://www.mriinterventions.com/-- is a medical device company
that develops and commercializes innovative platforms for
performing minimally invasive surgical procedures in the brain and
heart under direct, intra-procedural magnetic resonance imaging, or
MRI, guidance.  From its inception in 1998 to 2002, the Company
deployed significant resources to fund its efforts to develop the
foundational capabilities for enabling MRI-guided interventions and
to build an intellectual property portfolio.  In 2003, the
Company's focus shifted to identifying and building out commercial
applications for the technologies we developed in prior years.

MRI Interventions incurred a net loss of $8.06 million in 2016,
compared to a net loss of $8.44 million in 2015.  As of Sept. 30,
2017, MRI Interventions had $15.45 million in total assets, $8.17
million in total liabilities and $7.28 million in total
stockholders' equity.

Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company incurred net
losses during the years ended Dec. 31, 2016, and 2015 of
approximately $8.1 million and $8.4 million, respectively.
Additionally, the stockholders' deficit at Dec. 31, 2016, was
approximately $756,000.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


MUD CONTROL: Unsecureds to Receive $10K Paid in Quarterly Basis
---------------------------------------------------------------
Mud Control Equipment Corporation filed with the U.S. Bankruptcy
Court for the Western District of Louisiana a second amended
combined plan and disclosure statement.

Allowed unsecured claims will share on a pro rata basis
distributions totaling $10,000 which will be paid on a quarterly
basis beginning the end of the first quarter after confirmation.
Quarterly payments will be $500 per quarter beginning at the last
month of the quarter following confirmation. This distribution to
unsecured creditors will result in a 6% dividend.

Mud Control will continue to maintain ownership of all assets of
the company. There will not be an ownership change. The owners,
Shelby Russell and Janet Russell have injected at least $250,000
into the company prior to filing bankruptcy. They cashed in
retirement accounts and life insurance policies in addition to
injecting cash. In exchange for not making a claim, the Russell's
will maintain ownership and management of the company.

Mud Control believes there will be enough income in the future to
pay claims as per this plan. The Debtor has stayed current on
post-petition payments since the filing. The oil field has picked
up and drilling is expected to increase in 2018. Since the filing,
the Debtor has filed monthly operating reports.

A copy of the Second Amended Plan and Disclosure Statement is
available at:

     http://bankrupt.com/misc/lawb17-50424-127.pdf

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

     http://bankrupt.com/misc/lawb17-50424-102.pdf

                About Mud Control Equipment Corp.

Based in Youngsville, Louisiana, Mud Control Equipment Corp. is
into oilfield service business.  Mud Control sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No.
17-50424) on April 3, 2017.  The petition was signed by Janet
Roussell, director.  Mud Control is represented by William C.
Vidrine, Esq., at Vidrine & Vidrine, PLLC, in Lafayette, Louisiana.
Broussard Poche, LLP, serves as the Debtor's accountant.  At the
time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million. 


MULTIMEDIA PLATFORMS: Wants Hearing on UST Motion Moved to April 11
-------------------------------------------------------------------
BankruptcyData.com reported that Multimedia Platforms Inc. filed
with the U.S. Bankruptcy Court a motion to continue hearings on (a)
U.S. Trustee's motion to dismiss, convert or in the alternative
appoint a Chapter 11 trustee and (b) the Debtors' motion to approve
a compromise with White Winston Select Asset Funds. The motion
explains, "Hearings are currently scheduled for March 20, 2018 at
10:00 a.m. on the (a) United States Trustee's Motion to Dismiss,
Convert, or in the Alternative, Motion to Appoint Chapter 11
Trustee [ECF No. 131] (the 'UST Motion'), and (b) Debtors' Motion
to Approve Compromise of Controversy with White Winston Select
Asset Funds, LLC [ECF No. 181] (the '9019 Motion'). The Debtors
request that the Court enter and order rescheduling the hearings on
the US Trustee Motion and the 9019 Motion to April 11, 2018 at
10:00 a.m. Again, Undersigned counsel has communicated with counsel
for the United States Trustee and White Winston Select Asset Funds,
LLC, neither of whom has opposition to the relief requested.
Wherefore, the Debtors respectfully request that the Court grant
this Motion, and enter an order continuing the hearings on the UST
Motion and the 9019 Motion to April 11, 2018 at 10:00 a.m., as well
as grant any other relief that the Court may deem just and
proper."

         About Multimedia Platforms Worldwide

Multimedia Platforms, Inc. (OTCQB: MMPW) is a publicly traded
multiplatform publishing and technology company that creates,
curates, aggregates and distributes compelling, advertiser-friendly
content to the LGBT community.  MPI was created following the
merger between Sports Media Entertainment Corp., a Nevada
corporation, and Multimedia Platforms, LLC, a Florida limited
liability company, on Jan. 29, 2015.

MPI currently produces 5 iconic print brands: Florida Agenda,
Frontiers Media, WiRld City Guides, Next (New York), and Next
(South Florida).  The MPI brands currently represent 7.5 million
readers and 4+ million online visitors annually, and represents
three of America's most populous LGBT markets: California, New
York and Florida.

Multimedia Platforms Worldwide, Inc., Multimedia Platforms, Inc.
and New Frontiers Media Holdings, LLC, filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 16-23603) on Oct. 4,
2016.  The petitions were signed by Bobby Blair, CEO.  The cases
are assigned to the Judge Raymond B. Ray.  At the time of filing,
MPW estimated assets at $0 to $50,000 and liabilities at $1 million
to $10 million.

The Debtors are represented by Michael D. Seese, at Seese, P.A.  

An Official Committee of Unsecured Creditors has not yet been
appointed in the Chapter 11 case.


NAKED BRAND: Kai-Hsiang Lin Will Quit as VP of Finance
------------------------------------------------------
Kai-Hsiang Lin informed Naked Brand Group, Inc. that he will resign
and step down as vice president of finance, effective as of March
23, 2018, according to a Form 8-K filed with the Securities and
Exchange Commission.

                   About Naked Brand Group

Madison, New York-based Naked Brand Group Inc. --
http://www.nakedbrands.com-- is an apparel and lifestyle brand
company that is currently focused on innerwear products for women
and men.  Under the Company's flagship brand name and registered
trademark "Naked", Naked Brand designs, manufactures and sells
men's and women's underwear, intimate apparel, loungewear and
sleepwear through retail partners and direct to consumer through
its online retail store http://www.wearnaked.com/ The Company has
a growing retail footprint for its innerwear products in premium
department and specialty stores and internet retailers in North
America, including accounts such as Nordstrom, Dillard's,
Bloomingdale's, Amazon.com, Soma.com, SaksFifthAvenue.com,
barenecessities.com and others.

Naked Brand reported a net loss of US$10.79 million for the year
ended Jan. 31, 2017, compared with a net loss of US$19.06 million
for the year ended Jan. 31, 2016.  As of Oct. 31, 2017, Naked Brand
had $4.87 million in total assets, $936,892 in total liabilities
and $3.94 million in total stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended  Jan.
31, 2017, stating that the Company incurred a net loss for the year
ended Jan. 31, 2017, and the Company expects to incur further
losses in the development of its business.  This condition raises
substantial doubt about the Company's ability to continue as a
going concern.


NATURE'S SECOND CHANCE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Nature's Second Chance Hauling, LLC
        2402 State Street
        Alton, IL 62002

Business Description: Nature's Second Chance Hauling, LLC, based
                      in Alton, Illinois, is a privately held
                      company that provides specialty trucking
                      services to a number of Fortune 500
                      Companies throughout the United States.

Chapter 11 Petition Date: March 19, 2018

Case No.: 18-30328

Court: United States Bankruptcy Court
       Southern District of Illinois (East St Louis)

Debtor's Counsel: Steven M. Wallace, Esq.
                  HEPLERBROOM LLC
                  130 N Main St
                  PO Box 510
                  Edwardsville, IL 62025
                  Tel: (618) 307-1185
                  Fax: (855) 656-1364
                  E-mail: steven.wallace@heplerbroom.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Vern Van Hoy, managing member.

The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.

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

          http://bankrupt.com/misc/ilsb18-30328.pdf


NAVIDEA BIOPHARMACEUTICALS: Swings to $74.9M Net Income in 2017
---------------------------------------------------------------
Navidea Biopharmaceuticals, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting net
income of $74.94 million on $1.81 million of total revenue for the
year ended Dec. 31, 2017, compared to a net loss of $14.31 million
on $4.97 million of total revenue for the year ended
Dec. 31, 2016.

As of Dec. 31, 2017, Navidea had $20.78 million in total assets,
$8.73 million in total liabilities and $12.04 million in total
stockholders' equity.

"Following the completion of the Asset Sale to Cardinal Health 414
and the repayment of a majority of our indebtedness, we believe
that substantial doubt about the Company's financial position and
ability to continue as a going concern was alleviated," the Company
stated in the Annual Report.  "Based on our current working capital
and our projected cash burn, including our belief that the Company
will be obligated to pay up to an additional $2.9 million to CRG,
management believes that the Company will be able to continue as a
going concern for at least twelve months following the issuance of
this Annual Report on Form 10-K."

"Our projected cash burn also factors in certain cost cutting
initiatives that have been implemented and approved by the board of
directors, including reductions in the workforce and a reduction in
facilities expenses.  Additionally, we have considerable discretion
over the extent of development project expenditures and have the
ability to curtail the related cash flows as needed.  The Company
also has funds remaining under outstanding grant awards, and
continues working to establish new sources of non-dilutive funding,
including collaborations and additional grant funding that can
augment the balance sheet as the Company works to reduce spending
to levels that can be supported by our revenues.  We believe all of
these factors are sufficient to alleviate substantial doubt about
the Company's ability to continue as a going concern."

Cash provided by operations was $59.1 million during 2017 compared
to $3.6 million provided during 2016.

Cash balances increased to $2.8 million at Dec. 31, 2017 from $1.5
million at Dec. 31, 2016.  The net increase was primarily due to
net cash received for the Asset Sale to Cardinal Health 414, offset
by payments made on the Capital Royalty Partners II L.P.  and
Platinum debts and investments in available-for-sale securities
coupled with cash used to fund its operations.

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

                       https://is.gd/zSdA9k

                          About Navidea

Navidea Biopharmaceuticals, Inc., is a biopharmaceutical company
focused on the development and commercialization of precision
immunodiagnostic agents and immunotherapeutics.  Navidea is
developing multiple precision-targeted products based on its
Manocept platform to help identify the sites and pathways of
undetected disease and enable better diagnostic accuracy, clinical
decision-making, targeted treatment and, ultimately, patient care.

                           *    *    *

This concludes the Troubled Company Reporter's coverage of Navidea
Biopharmaceuticals until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.


NORTH STATE ASSOCIATES: Taps T. Square as Real Estate Broker
------------------------------------------------------------
North State Associates seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to hire T. Square
Properties, Inc. to act as real estate broker with respect to the
commercial condominium at 581 North State Rd., Briarcliff Manor, NY
10510.

The commission T. Square will receive is 6% of the purchase price.

Jay Hitt attests that he is disinterested person, as that term is
defined in Section 101(14) of the Bankruptcy Code.

The agent can be reached through:

     Jay Hitt
     Tsquare Properties, Inc.
     56 Lafayette Avenue
     White Plains, NY 10603
     Tel: (914) 328-7511
     Fax: (914) 328-1416

                 About North State Associates

Based in New York, North State Associates filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-23846) on Nov. 29, 2017,
estimating under $1 million in both assets and liabilities.  The
Debtor is represented by Anne J. Penachio, Esq., at PENACHIO MALARA
LLP, as counsel.


P F CHANG: S&P Cuts Corp Credit Rating to 'CCC+', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Scottsdale, Ariz.-based P.F. Chang's China Bistro Inc. to 'CCC+'
from 'B-'. The rating outlook is negative.

S&P said, "At the same time, we lowered the issue-level rating on
the company's senior secured credit facility to 'CCC+' from 'B-',
but maintained the '3' recovery rating on the company's proposed
$380 million senior secured credit facility due in 2022. The '3'
recovery rating indicates our expectation for meaningful (50%-70%;
rounded estimate: 65%) recovery in the event of bankruptcy or
payment default.

"We also lowered the issue-level rating on the company's $300
million senior unsecured notes maturing in 2020 to 'CCC-' from
'CCC', but maintained the '6' recovery rating. The '6' recovery
rating indicates our expectation for negligible (0%-10%; rounded
estimate: 0%) recovery in the event of a payment default or
bankruptcy.

"The downgrade reflects our view that there is growing uncertainty
around the ability of P.F. Chang's to adequate refinance at par as
the June 2020 maturity of $300 million unsecured notes approaches.
This leads us to conclude the company's capital structure is
potentially unsustainable. We expect continued weak operating
performance, especially from its Pei Wei restaurants, and negative
FOCF generation (despite the separation of True Foods Kitchen) in
the next 12-24 months. In addition, we believe the continued
decline in the pricing indicators for unsecured notes could be an
incentive for the company to execute a below-par exchange that we
could consider distressed.

"The negative ratings outlook reflects our view that refinancing
risk increases as the maturity date on the unsecured notes maturing
in June 2020 approaches. We also expect that operating performance
will remain weak, especially for Pei Wei, and the company will
continue to burn cash over the next 12-24 months.

"We could lower the ratings if we envision a specific default
scenario occurring over the next 12 months. This could arise if
operating performance deteriorates beyond our forecast and results
in a mounting risk of a proactive effort to restructure significant
balance sheet debt obligations with a distressed exchange or
another restructuring action, or it becomes increasingly likely
that the company is unable to refinance its unsecured notes
maturing in June 2020. This could also occur if cash use
accelerates and the company generates meaningfully negative FOCF,
increasing its reliance on revolver borrowings.

"Although unlikely in the next 12 months, we could raise the rating
if the company adequately addresses its June 2020 unsecured note
maturity while restoring consistent revenue and profit growth and
generating positive FOCF. This could happen if management offers a
menu that is more appealing to its customers, especially at the Pei
Wei brand, and operating cost pressures subside. Under this
scenario, FOCF would be meaningfully positive, and we would believe
that the risk of a distressed exchange or debt restructuring is
minimal."


PAC ANCHOR: Committee Taps Van Horn Auctions as Appraiser
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Pac Anchor
Transportation, Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Van Horn Auctions &
Appraisal Group, LLC, to appraise the rolling stock and related
personal property of the Debtor with a fixed fee arrangement.

Van Horn has agreed to a fixed fee of $14,500 as compensation for
the requested valuation services.

Scott Van Horn, owner and president of Van Horn Auctions &
Appraisal Group, LLC, attests that his firm and all employees
associated with Van Horn who expect to render services in this
matter are disinterested persons, do not hold or represent an
interest adverse to the bankruptcy estate, and do not have any
connections with the Debtor, the creditors of the estate, any other
party in interest in this case, or each of their respective
attorneys or accountants, the Office of the United States
Committee, or any person employed by the OUST.

The firm can reached through:

     Scott Van Horn
     Van Horn Auctions & Appraisal Group, LLC
     26895 Aliso Creek Road, Suite B, # 569
     Aliso Viejo, CA  92656-5301  
     Tel: (949) 206-2525
     Fax: (949) 831-1975

                 About Pac Anchor Transportation

Pac Anchor Transportation, Inc., was formed from the merger of Pac
Anchor Transportation, Inc., and Green Anchor Lines, Inc.  Pac
Anchor is a trucking company located in Wilmington, California,
that provides trucking services throughout the western United
States.

Pac Anchor filed for Chapter 11 bankruptcy protection (Bankr. C.D.
Cal. Case No. 17-18213) on July 6, 2017.  In the petition signed by
Alfredo Barajas, its president, the Debtor disclosed $12.08 million
in assets and $11.24 million in liabilities.

Judge Ernest M. Robles presides over the case.  

Haberbush & Associates LLP is the Debtor's legal counsel.  Trojan
and Company Accountancy Corp. is the Debtor's accountant.

On Aug. 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee retained
Levene, Neale, Bender, Yoo & Brill LLP as legal counsel, and Armory
Consulting Company as financial advisor.


PACIFIC DRILLING: Authorized to Continue Compensation Programs
--------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Pacific Drilling's motion to (a) pay certain earned ordinary course
compensation and (b) continue compensation programs in the ordinary
course of business on a post-petition basis. As previously
reported, "The approximately 700 employees who run the Debtors'
drillships and operations are critical to the Debtors' performance
and success. For 2018, the bonus opportunity will be tied to three
metrics: (a) an EBITDA performance measure, which will continue to
account for 60% of the total bonus opportunity; (b) an HSE index
performance measure, which will continue to account for 20% of the
total bonus opportunity; and (c) a contract backlog measure
accounting for the final 20% of the total bonus opportunity. The
EBITDA performance targets are consistent with the Debtors' budget
and require improvement over the current forecasted level of
performance in 2017 in order to achieve 100% of the target. The HSE
targets are consistent with the targets that apply to the 2017
Performance Bonus Plan, which are expected to be achieved well
below the target level in 2017 and, therefore, incentivize
continued improvement in 2018. The target opportunities for
Employees for 2018 again will range from 10% to 100% of annual base
salary, with Debtor Employees ranging from 10% to 100% of annual
base salary and Non-Debtor Employees ranging from 10% to 20% of
annual base salary. If the performance targets are achieved at the
target level, the total payout earned by the Employees (before any
individual reductions and assuming all Employees remain eligible
for bonus payouts) will equal approximately $13.0 million in the
aggregate, with approximately $12.9 million payable to Debtor
Employees and $30,000 payable to Non-Debtor Employees. Target award
opportunities can range up to 250% of annual base salary
(representing up to 56% of the Employee's total target compensation
level) and typically vest over a three-year period based on
continued employment and, for senior leaders (comprising all
insiders), achieving pre-established performance targets.
Individual award values will be sized in the same manner as
described above (up to 250% of base salary). The total target costs
of the 2018 Long-Term Incentives will be approximately $8.7
million. The Non-Insider Retention Awards have an aggregate value
of approximately $3.2 million (for 102 Debtor Employees) and
approximately $1.7 million (for 19 Non-Debtor Employees)."

                    About Pacific Drilling

Pacific Drilling S.A., a Luxembourg public limited liability
company (societe anonyme), operates an international offshore
drilling business that specializes in ultra-deepwater and complex
well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem.  All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193).  The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisor; Alvarez & Marsal Taxand, LLC as executive
compensation and benefits consultant; Ince & Co LLP and Jones
Walker LLP as special counsel; and Prime Clerk LLC as claims and
noticing agent.

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


PACIFIC DRILLING: Parties Oppose Exclusivity Extension
------------------------------------------------------
BankruptcyData.com reported that multiple parties – including
Pacific Drilling's ad hoc group of debtholders, Wilmington Trust,
Citibank and Deutsche Bank Trust Company Americas – filed with
the U.S. Bankruptcy Court separate objections to Pacific Drilling's
motion for an exclusivity extension.

The ad hoc group of debtholders asserts, "On this record, the
Debtors have failed to show 'cause' to extend exclusivity and their
Motion should be denied. This is so for two principal reasons.
First, there is an utter lack of diligence on the part of the
Debtors in preparing for and prosecuting these Chapter 11 Cases.
Notwithstanding that the Debtors saw these cases coming months, if
not years, away, they apparently did little to prepare for them –
and have squandered the first four months in chapter 11. In short,
the Debtors cannot point to any progress they have made to show
cause to extend exclusivity. Second, what makes this failure even
more egregious is the comparative simplicity of the task at hand: a
balance sheet restructuring to be negotiated among well-organized
creditor groups with experienced counsel. Deepwater drilling is
undoubtedly complex; these cases, however, are not, and the
Debtors' motion attempts mightily to conflate the two in an effort
to magnify the complexity of what must be accomplished."

In addition, "The Debtors have $3,094 billion in secured debt with
a market value as of March 13, 2018 of $1,986 billion and an equity
market value of approximately $13.1 million – nothing more than
mere option value – of which 70.3% (or approximately $9.2
million) is held by Quantum Pacific. In sum, the equity sponsor is
out-of-the-money by over $1 billion. Yet the Debtors have devoted
most of their efforts to entertaining proposals from an equity
sponsor that is, by any measure, out of the money. And there is
nothing to indicate that the Debtors will ever propose a plan that
does not have the blessing of Quantum Pacific. The secured
creditors, who it is beyond dispute will be the post-reorganization
owners of the company, should be afforded the opportunity now to
put forward a reorganization proposal for the Court's
consideration, and to bring these cases to a swift conclusion."

                     About Pacific Drilling

Pacific Drilling S.A., a Luxembourg public limited liability
company (societe anonyme), operates an international offshore
drilling business that specializes in ultra-deepwater and complex
well construction services.  Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem.  All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion.  The average
useful life of a drillship exceeds 25 years.

On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193).  The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.

Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.

The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisor; Alvarez & Marsal Taxand, LLC as executive
compensation and benefits consultant; Ince & Co LLP as special
counsel; and Prime Clerk LLC as claims and noticing agent.

The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.

The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.

The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.

The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.


PANADERIA ZULMA: Taps Financial Attorneys as Notary Public
----------------------------------------------------------
Panaderia Zulma Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to hire a notary public.

The Debtor proposes to employ The Financial Attorneys, PSC to act
as the notary public for the authorization of the public deeds
required and other related notary functions in connection with the
sale of its business, including two real estate properties.

The applicable honoraries and fees will be based on standard rates
specified in the Notary Law of Puerto Rico.

Rafael Ferreira Cintron, Esq., at Financial Attorneys, disclosed in
a court filing that the firm and its principals are "disinterested
persons" as defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

         Rafael Ferreira Cintron, Esq.
         The Financial Attorneys, PSC
         PMB 274, 405 Esmeralda Avenue, Suite 2
         Guaynabo, PR 00969
         Tel: (787) 635-0172
         Fax: (787) 287-3928
         E-mail: rfc@thefinancialattorneys.com

                     About Panaderia Zulma

Panaderia Zulma Inc. filed a Chapter 11 bankruptcy petition (Bankr.
D.P.R. Case No. 16-07217) on Sept. 11, 2016, disclosing less than
$1 million in both assets and liabilities.  Judge Enrique S.
Lamoutte Inclan presides over the case.  Myrna L. Ruiz-Olmo, Esq.,
of MRO Attorneys, is the Debtor's counsel.  Hector A. Morales of
Morales Munoz & Asociados CPA, PSC, is the accountant.


PATRIOT NATIONAL: Disclosures Approved, Apr. 24 Plan Hearing Set
----------------------------------------------------------------
BankruptcyData.com reported that Patriot National filed with the
U.S. Bankruptcy Court a Second Amended Joint Chapter 11 Plan of
Reorganization and Third Amended Disclosure Statement.

BankruptcyData related that the Disclosure Statement notes,
"Pursuant to the Plan, all of the issued and outstanding equity
interests in PNI and each of its direct and indirect subsidiaries
(the 'Subsidiary Debtors') will be extinguished, and the First Lien
Lenders (or their designees) will receive 100% of newly issued
equity interests in Reorganized PNI and each of the Reorganized
Subsidiary Debtors on account of a portion of their claims arising
under their applicable financing agreements."

The Disclosure Statement includes Exhibit G: Committee Letter to
Unsecured Creditors. Exhibit G argues, "The Committee believes that
the Plan inappropriately provides for the conversion of a portion
of Cerberus' prepetition debt into equity in the reorganized
Debtors at no real cost to Cerberus. In fact, many of the costs
associated with the chapter 11 cases, including, among other
things, payment of the certain of the indebtedness under the DIP
Facility, Exit Facility and outstanding administrative claims will
be borne by the Litigation Trust and thus, general unsecured
creditors."

Exhibit G continues, "In light of the flaws and defects with
respect to the Plan and the information the Committee has received
to date, the Committee believes that the current Plan is NOT in the
best interests of the Debtors' unsecured creditors."

BankruptcyData related that the Court subsequently approved the
Third Amended Disclosure Statement and scheduled an April 24, 2018
hearing to consider the Second Amended Joint Chapter 11 Plan.

                    About Patriot National

Fort Lauderdale, Florida-based Patriot National, Inc., also known
as Old Guard Risk Services, Inc., through its subsidiaries,
provides agency, underwriting and policyholder services to its
insurance carrier clients, primarily in the workers' compensation
sector.  Patriot National -- http://www.patnat.com/-- provides
general agency services, technology outsourcing, software
solutions, specialty underwriting and policyholder services, claims
administration services and self-funded health plans to its
insurance carrier clients, employers and other clients.  Patriot
was incorporated in Delaware in November 2013.

The Company completed its initial public offering in January 2015
and its common stock is listed on the New York Stock Exchange under
the symbol "PN."

Patriot National, Inc., and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 18-10189) on Jan. 30, 2018. In the
petitions signed by CRO James S. Feltman, the Debtors disclosed
$159.4 million in total assets and $242.2 million in total debt as
of Dec. 31, 2017.

The Debtors have tapped Laura Davis Jones, Esq., James E. O'Neill,
Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones
LLP and Kathryn A. Coleman, Esq., Christopher Gartman, Esq., and
Jacob Gartman, Esq., at Hughes Hubbard & Reed LLP as bankruptcy
Counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel and
conflicts counsel; Duff & Phelps, LLC, as financial advisor; and
Conway Mackenzie Management Services, LLC, as provider of EVP of
Finance and related advisory services. Prime Clerk LLC --
https://cases.primeclerk.com/patnat -- is the Debtors' claims,
noticing and balloting agent.

James S. Feltman of Duff & Phelps, LLC, has been tapped as chief
restructuring officer to the Debtors.

The Office of the U.S. Trustee has named two creditors -- Jessica
Barad and MCMC LLC -- to serve on an official committee of
unsecured creditors in the Debtors' cases.


PEARL AGGREGATE: Hires De Leo Law Firm LLC as Counsel
-----------------------------------------------------
Pearl Aggregate Materials LLC seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to hire
Robin R. De Leo and The De Leo Law Firm LLC as counsel.

The Law Firm's hourly billing rate for Robin De Leo is $300 per
hour and is $85 per hour for paralegal time.

Robin De Leo, Esq. of The De Leo Law Firm LLC attests that neither
she, nor the De Leo Law Firm, currently represent or willkother
entity having an interest adverse to the Debtor in connection with
this case.

The counsel can be reached through:

     Robin De Leo, Esq.
     THE DE LEO LAW FIRM, LLC
     800 Ramon Street
     Mandeville, LA 70448
     Phone: (985) 727-1664
     Fax: (985) 727-4388
     E-mail: robin@northshoreattorney.com

                   About Pearl Agggregate

Pearl Aggregate Materials is a sand & gravel supplier in the St.
Tammany Parish, Louisiana.  The Debtor filed a Chapter 11 petition
(Bankr. E.D. La. Case No. 18-10441) on Feb. 28, 2018, estimating
under $1 million in both assets and liabilities.  Robin R. DeLeo is
the Debtor's counsel.  Wayne M. Aufrecht, Esq. at WAYNE M.
AUFRECHT, LLC, is the co-counsel.


PEARL AGGREGATE: Hires Wayne M. Aufrecht as Bankruptcy Co-Counsel
-----------------------------------------------------------------
Pearl Aggregate Materials LLC seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to hire
Wayne M. Aufrecht and Wayne M. Aufrecht, LLC, as bankruptcy
co-counsel.

The Law Firm's hourly billing rate for Wayne M. Aufrecht is $250
per hour and is $85 per hour for paralegal time.

Wayne M. Aufrecht, Esq. of Wayne M. Aufrecht, LLC attests that
neither he nor any member, nor associate now represents or will
represent any other entity having an interest adverse to the Debtor
in connection with this case.

The counsel can be reached through:

     Wayne M. Aufrecht, Esq.
     WAYNE M. AUFRECHT, LLC
     417 W. 21st Avenue
     Covington, LA 70433
     Phone: (985) 250-0830
     Fax: (800) 418-7324
     E-mail: wayne@northshorefirm.com

                     About Pearl Agggregate

Pearl Aggregate Materials is a sand & gravel supplier in the St.
Tammany Parish, Louisiana.  Pearl Aggregate filed a Chapter 11
petition (Bankr. E.D. La. CAse NO. 18-10441) on Feb. 28, 2018,
estimating under $1 million in both assets and liabilities.  Robin
R. DeLeo is the Debtor's counsel.  Wayne M. Aufrecht, Esq., at
WAYNE M. AUFRECHT, LLC, is the Debtor's bankruptcy co-counsel.


PELICAN REAL ESTATE: Trustee Taps CrestCore as Real Estate Agent
----------------------------------------------------------------
Maria M. Yip, Liquidating Trustee of Pelican Real Estate, LLC, and
its debtor-affiliates, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida, Orlando Division, to
renew the employment of a real estate agent.

The Liquidating Trustee owns 14 properties and serves as the
trustee of trusts that own 5 properties located in the State of
Tennessee in greater Memphis metropolitan area. The Liquidating
Trustee previously retained Dean Harris, Vice President of Sales of
the brokerage firm CrestCore Realty, with an address of 4435 Summer
Avenue, Memphis, TN 38122 to sell the Properties.

The Firm has to date sold 14 properties in Memphis for the
Liquidating Trustee. As the Listing Agreement attached to the
Original Application (ECF No. 591) expired by its own terms on
March 1, 2018, and did not contain a provision for renewal, the
Liquidating Trustee seeks to renew the Listing Agreement pursuant
to the Amendment to the Listing Agreement to allow the Agent and
the Firm to continue to market the Properties through September 1,
2018.

The Liquidating Trustee is satisfied from the declaration attached
to the Original Application that the Agent and the Firm are
disinterested within the meaning of 11 U.S.C. Sec. 101(14), as
required by 11 U.S.C. Sec. 327(a) and Bankruptcy Rule 2014.

The Liquidating Trustee will pay a maximum commission at the
closing for each of the Properties in the amount of 6% of the sale
price (of which 3% will be paid to a cooperating broker) or 5% if
the broker acts as a dual agent for both the seller and the buyer.


The agent can be reached through:

     Dean Harris
     CRESTCORE REALTY, LLC
     4435 Summer Avenue
     Memphis, TN, 38122
     Phone: (901) 385-3119 ext. 201

                  About Pelican Real Estate

Pelican Real Estate, LLC, and its eight affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Fla. Lead Case No. 16-03817) on June 8, 2016. The petition was
signed by Jared Crapson, president of SMFG, Inc., manager of
Pelican Management Company, LLC. At the time of the filing, Pelican
Real Estate estimated under $50,000 in both assets and debt.

The Debtors are represented by Elizabeth A. Green, Esq., at Baker &
Hostetler LLP. The Debtors hired Bill Maloney Consulting as their
financial advisor; Hammer Herzog and Associates P.A. as their
accountant; and Pino Nicholson PLLC as their special counsel.

Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate
LLC, hired Dance Bigelow Sharp & Co. as accountant.

Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016,
formed an official committee of unsecured creditors for Pelican
Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC
and Accelerated Asset Group LLC.

Maria Yip was appointed examiner in the case. She hired
GrayRobinson, P.A., as her lead counsel; Fikso Kretschmer Smith
Dixon Ormseth PS as special counsel; and Schweet Linde & Coulson,
PLLC, as special foreclosure counsel.

                          *     *     *

On Feb. 15, 2017, the court entered an order confirming the
Debtors' Second Amended Plan of Liquidation.  The Plan became
effective on March 2, 2017, at which time the Smart Money
Liquidating Trust came into existence and Ms. Yip was named the
liquidating trustee.


PLACE FOR ACHIEVING: PCO Reports Cash Collateral Use Impasse
------------------------------------------------------------
Joseph J. Tomaino, the patient care ombudsman for Debtor Place for
Achieving Total Health Medical, PC, files an interim report and
requests a conference call with the United States Bankruptcy Court
for the Southern District of New York and parties involved for a
resolution of an imminent issue.

The PCO reports that a significant development which affects the
immediate continuation of the practice has evolved. The Debtor
instructed Simon Miller, the Receiver, to stop paying the $700 per
day to Itria -- the agreed upon amount that allows the Debtor to
continue to use cash collateral.

Based on this instruction, and dialogue between the Debtor's
counsel and Itria, the Receiver has, upon advice of his counsel,
discontinued making any payment of practice expenses as he feels
there is no longer a permissible use of cash collateral. The Debtor
has disagreed with this and an impasse has ensued. The Debtor's
counsel feels that, the bankruptcy court in keeping the state court
appointed receiver in place and under the state court order, the
Receiver is required to continue making payments.

The PCO contends that there are several critical expenses due now
for workers compensation and malpractice insurance. Without these
bills being paid, the practice will have to cease operation
immediately. The PCO is concerned that an immediate stoppage of the
practice without opportunity for planning and patient notification
will adversely affect patients. Moreover, the Debtor has informed
the PCO that approximately 45 patients are scheduled to be seen in
the next two weeks, and that approximately 10 of them have
procedures scheduled which have been pre-paid.

The PCO has reached out to the parties involved and has asked for a
negotiated resolution to prevent interruption of patient care, but
none is evolving.

A full-text copy of the Interim PCO Report is available at:

                  http://bankrupt.com/misc/nysb17-10524-119.pdf

                  About Place for Achieving Total Health Medical

Based in New York, Place for Achieving Total Health Medical, P.C.,
is a small diet, nutrition & weight management company.  It was
founded in 2001.

Place for Achieving Total Health Medical filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 17-13478) on December 4, 2017.
The petition was signed by Eric Braverman, M.D., its president.

The Hon. Mary Kay Vyskocil presides over the case. The Debtor is
represented by Michael D. Siegel, Esq., at Siegel & Siegel, P.C.,
as counsel.

At the time of filing, the Debtor estimated $1,000 in assets and
$7.66 million in liabilities.


POINT.360: Medley Capital Opposes May 8 Plan Filing Deadline
------------------------------------------------------------
BankruptcyData.com reported that Medley Capital (MCC) and Medley
Opportunity Fund II (MOF) filed with the U.S. Bankruptcy Court an
objection to Point.360's motion for an order extending the plan and
disclosure statement filing deadline until May 8, 2018.  The
objection asserts, "The Court has repeatedly stressed the need for
the Debtor to 'move forward quickly' and, as such, set an April 1,
2018 deadline for the Debtor to file its plan and disclosure
statement. Debtor's counsel has frequently advised the Court that
the April 1, 2018 deadline was 'not a problem,' and reserved the
Debtor's right to seek an extension of that deadline 'to the extent
there's something unforeseeable that happens, so long as [the
Debtor] can show cause.'.  The Debtor's argument that it needs
additional time to value its assets prior to formulating a plan
proposal and negotiating with parties in interest fails.  The
Debtor has on multiple occasions already taken a position on
valuation that it has asked this Court to rely on.  Although Medley
has not yet determined its views definitively with respect to such
asserted values and any diminution, the idea that the Debtor now
purports to be expending scarce resources to arrive at a
potentially different value than it has repeatedly asked this Court
to rely on is, to say the least, concerning. Additionally, although
the Debtor has retained a variety of professionals in this case,
none of the professionals have been retained to perform an asset
valuation (and certainly no 'valuation experts' that the Debtor
refers to).  Importantly, a comprehensive valuation of each and
every piece of equipment owned by the Debtor is unnecessary to
formulate a plan proposal and commence plan negotiations, much like
a comprehensive review was not necessary (nor, upon information and
belief, conducted) in reaching the valuation the Debtor previously
asked the Court to rely on."

                        About Point.360

Point.360 (PTSX) -- http://www.point360.com/and
http://www.mvf.com/-- is an integrated media management services
company providing film, video and audio post-production, archival,
duplication and data distribution services to motion picture
studios, television networks, independent production companies and
multinational companies.  The Company provides the services
necessary to edit, master, reformat and archive its clients' audio,
video, and film content, which include television programming,
feature films, and movie trailers.  On July 8, 2015, Point.360
acquired the assets of Modern VideoFilm to expand the Company's
service offering.  The Company also rents and sells DVDs and video
games directly to consumers through its Movie>Q retail stores.  The
Company is headquartered in Los Angeles, California.

Point.360 filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
17-22432) on Oct. 10, 2017.  

In the petition signed by Haig S. Bagerdjian, the Company's
Chairman, President and CEO, the Debtor disclosed total assets of
$11.14 million and total debt
of $14.77 million as of March 31, 2017.

The Hon. Julia W. Brand is the case judge.

The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel, and
TroyGould PC, as transactional counsel.

No trustee has been appointed, and the Company will continue to
operate its business as "debtor in possession" under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Court.


PREMIER EXHIBITIONS: Court OKs Claims Deal with 417 Fifth Ave.
--------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Premier Exhibitions' settlement agreement with 417 Fifth Ave Real
Estate.  Creditor 417 Fifth Ave Real Estate, the landlord of the
Company's former New York exhibition site, had filed proofs of
claim asserting claims totaling nearly $12.6 million for unpaid
rent and construction loads. The claim was settled after a day-long
mediation.

As previously reported, "On December 21, 2017, in its Order
Appointing Judicial Mediator (Mediation Order) [D.E. 882], this
Court directed the parties to mediate the dispute over the
Construction Allowance Claim. Thereafter, the Debtors and the
Landlord attended mediation on January 5, 2018 pursuant to the
Mediation Order. Subject to Bankruptcy Court approval, the Debtors
and the Landlord successfully resolved all claims between the
parties at the mediation. The Landlor's Claim No. 48-1 is hereby
amended and shall be an allowed unsecured claim against Premier in
the total amount of $5,500,000; The Construction Allowance Claim
(filed against RMST), the Remaining Rent Claim (filed against
RMST), and Claim No. 49- 1 (filed against Premier) are withdrawn
with prejudice and the Landlord shall have no further claim against
the estates."

The motion continues, "The settlement will result in the resolution
of large and contested claims asserted against multiple Debtors by
the Landlord. Specifically, it will result in the reduction of
unsecured claims in excess of $12 million asserted against RMST by
the Landlord as well as a reduction of the unsecured claims
asserted against Premier by the Landlord by in excess of $7
million."

                    About RMS Titanic

Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world.  Premier -- http://www.PremierExhibitions.com/--
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition, BODIES.
The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic.  The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.

RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016.  In the
petitions signed by former CFO and COO Michael J. Little, the
Debtors estimated both assets and liabilities of $10 million to $50
million.

The Chapter 11 cases are assigned to Judge Paul M. Glenn.

Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson
Mullins Riley & Scarborough LLP, serve as the Debtors' counsel.
The Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as
special litigation counsel, outside general counsel, securities
counsel, and conflicts counsel; Robert W. McFarland, Esq., at
McGuireWoods LLP as special litigation counsel; Steven L. Berson,
Esq., at Dentons US LLP and Dentons Canada LLP as outside general
counsel and securities counsel; Oscar N. Pinkas, Esq., at Dentons
LLP as outside general counsel and securities counsel.

The Debtors also employed Ronald L. Glass as Chief Restructuring
Officer and GlassRatner Advisory & Capital Group, LLC, as financial
advisors.

Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016
appointed three creditors to serve on the official committee of
unsecured creditors of RMS Titanic, Inc., and its affiliates.  The
Committee hired Avery Samet, Esq. and Jeffrey Chubak, Esq., at
Storch Amini & Munves PC, and Richard R. Thames, Esq. and Robert A.
Heekin, Jr., Esq., at Thames Markey & Heekin, P.A., as counsel.

The official committee of equity security holders of Premier
Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau
Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and
Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo
Securities LLC as financial advisor.


PRESTIGE BRANDS: Moody's Affirms B2 CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service affirmed Prestige Brands, Inc.'s B2
Corporate Family Rating ("CFR"), its B2-PD Probability of Default
rating, and all ratings on its existing senior unsecured debt in
conjunction with the company's re-pricing transaction. The $350
million senior unsecured notes due 2024 are being upsized by $200
million, proceeds of which will be used to repay a portion of its
senior secured term loan. The rating on Prestige's senior secured
term loan was upgraded to Ba3 from B1 reflecting the increased
cushion provided by the higher amount of unsecured debt. Moody's
also affirmed Prestige's Speculative Grade Liquidity Rating at
SGL-2. The outlook remains stable.

The affirmation of the B2 CFR reflects Moody's expectation that
financial leverage will remain high, though improve to below 5.5x
over the next 12 to 18 months. The affirmation of the company's
SGL-2 Speculative Grade Liquidity rating reflects the rating
agency's belief that Prestige will maintain good liquidity over the
next 12 months underpinned by solid cash flow.

Ratings Upgraded:

Prestige Brands, Inc.

Senior Secured term loan due 2024 to Ba3 (LGD2) from B1 (LGD3)

Ratings affirmed:

Prestige Brands, Inc.

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Senior Unsecured debt at Caa1 (LGD5)

Speculative Grade Liquidity Rating at SGL-2

Outlook Actions:

The rating outlook is stable.

RATINGS RATIONALE

Prestige's B2 Corporate Family Rating reflects Moody's expectation
that the company will reduce leverage below 5.5x times over the
next 12 to 18 months. The rating also reflects risks associated
with Prestige's strategy of debt-financed acquisitions as a means
to fuel growth and increase diversity of its product portfolio The
company operates in categories with flat-to-low single-digit
organic growth, and acquisitions enable Prestige to boost revenue
growth in otherwise mature categories. The rating also reflects the
company's good liquidity, characterized by solid free cash flow,
and its diverse portfolio of OTC brands, albeit in niche
categories.

The stable outlook reflects Moody's expectation that financial
leverage will decline over the next 12 months through a combination
of EBITDA growth and debt repayment. The outlook also incorporates
Moody's expectations that the company will look to supplement
organic growth with acquisitions. Moody's expects the company will
continue its successful track record of integrating acquisitions.
In addition, for Moody's to consider an upgrade, Prestige would
also need to exhibit a more conservative financial policy such that
debt to EBITDA is sustained below 5.0 times.

The rating could be downgraded if operating performance
deteriorates, or if for any reason Moody's expects debt to EBITDA
to be sustained above 6.0 times. In addition, a deterioration of
liquidity could also result in a downgrade.

Prestige Brands, Inc., headquartered in Tarrytown, New York,
manages and markets a broad portfolio of branded over-the-counter
(OTC) healthcare and household cleaning products. The company
generates about $1.0 billion in annual revenue.

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



PRIME GLOBAL: Delays Jan. 31 Quarterly Report
---------------------------------------------
Prime Global Capital Group Incorporated notified the Securities and
Exchange Commission via a Form 12b-25 that it will delayed in
filing its quarterly report on Form 10-Q for the period ended Jan.
31, 2018.  The Company said it was unable to file the subject
report in a timely manner because it was not able to timely
complete its financial statements without unreasonable effort or
expense.

                      About Prime Global

Kuala Lumpur, Malaysia-based Prime Global Capital Group Inc
(OTCBB:PGCG) -- www. http://www.pgcg.cc/-- is engaged in the
operation of a durian plantation, leasing and development of the
operation of an oil palm plantation, commercial and residential
real estate properties.

Prime Global reported a net loss of US$960,069 on US$1.26 million
of net total revenues for the year ended Oct. 31, 2017, compared to
a net loss of US$911,522 on US$1.64 million of net total revenues
for the year ended Oct. 31, 2016.  As of Oct. 31, 2017, Prime
Global had US$44.51 million in total assets, US$17.22 million in
total liabilities, and US$27.28 million in total equity.

ShineWing Australia, in Melbourne, Australia, issued a "going
concern" opinion in its report on the Company's consolidated
financial statements for the year ended Oct. 31, 2017, noting that
the Company has a working capital deficiency, accumulated deficit
from recurring net losses and significant short-term debt
obligations maturing in less than one year as of Oct. 31, 2017. All
these factors raise substantial doubt about its ability to continue
as a going concern.


REAL INDUSTRY: Equity Holders Panel Seeks Exclusivity Termination
-----------------------------------------------------------------
BankruptcyData.com reported that Real Industry Inc.'s ad hoc
committee of equity security holders filed with the U.S. Bankruptcy
Court a motion for an order terminating the Debtor's exclusivity in
order to allow the ad hoc committee to file a competing plan and,
additionally, adjourning the Disclosure Statement hearing that is
currently scheduled for March 29, 2018.  The motion explains, "The
Ad Hoc Committee moves to terminate the exclusive periods on
several grounds. First, the Debtor has ceded its exclusive right to
file a plan and solicit acceptances by filing a Plan that transfers
material value to outside investors at the expense of the existing
shareholders in derogation of its duty to shareholders. Second, the
Debtor has steadfastly refused to negotiate with shareholders in
any official capacity with respect to the Plan, but nevertheless
failed to garner the requisite support for the Plan - the one-off
negotiations with individual shareholders notwithstanding. The Plan
purportedly has the support of a few shareholders. The Proponents
have yet to file any documents that evidence this support. Third,
the Plan contains a number of provisions, that may render it
un-confirmable. Finally, the Ad Hoc Committee has an alternative
plan . . . that would preserve Real Industry's equity value and the
NOLs for the benefit of the existing shareholders by raising
capital through a rights offering. Termination of the Debtor's
exclusivity period will level the playing field and shareholders to
pursue a financially superior and less dilutive option. Adequate
review time is essential at this point because the Disclosure
Statement describes an important agreement with Aleris, the holder
of its Preferred Shares, which the Debtor did not disclose until a
few days earlier at a public hearing on the Ad Hoc Committee's
motion for appointment of an official committee of equity holders.
The testimony at the hearing and the Debtor's unwavering position
in discussions has been that the Aleris Preferred interest was not
subject to compromise, reinstatement or reduction."

BankruptData relayed that Real Industry filed with the U.S.
Bankruptcy Court an objection to the ad hoc committee of equity
security holders' motion to shorten notice with respect to the ad
hoc committee's motion to (1) terminate the Company's exclusivity
and (2) adjourning the Disclosure Statement hearing. The Debtors
assert, "The relief sought in the Exclusivity Termination Motion
seeks to disrupt the Debtor's plan solicitation process by, among
other things, adjourning the Disclosure Statement Hearing Date to
an unknown date. Without any mention of the fact that such a
modified timeline would cause the Debtor to default under its
post-petition financing facility, to the detriment of the estate
and common shareholders, the Ad Hoc Committee asserts what are
essentially Plan confirmation objections as grounds to terminate
exclusivity. None of these asserted grounds for termination of Real
Industry's exclusivity period warrant a hearing on the Exclusivity
Termination Motion in advance of the Disclosure Statement Hearing
Date. Therefore, not surprisingly, the Motion to Shorten does not
even attempt to explain why such arguments must be heard in advance
of the Disclosure Statement Hearing Date. At a minimum, the Court
should require that the Exclusivity Termination Motion be heard on
the Disclosure Statement Hearing Date, with objections to be filed
on or before March 26, 2018 at 4:00 p.m. (which is the same date as
the Debtors' deadline to file a reply to any objections to the
motion to approve the Disclosure Statement)."

BankruptcyData.com noted that the U.S. Court subsequently issued an
order denying the ad hoc committee's motion to shorten notice with
respect to the exclusivity termination and Disclosure Statement
adjournment motions.

                    About Real Industry

Based in Beachwood, Ohio, Real Industry, Inc. (NASDAQ:RELY) is the
holding company for Real Alloy, the largest third-party aluminum
recycler in both North America and Europe.  Real Alloy offers
products to wrought alloy processors, automotive original equipment
manufacturers, foundries, and casters.  Real Alloy delivers
recycled metal in liquid or solid form according to customer
specifications and serves the automotive, consumer packaging,
aerospace, building and construction, steel, and durable goods
industries.

Real Industry has no funded debt.  The funded debt obligations of
the Real Alloy debtors total $400 million, comprised of (i) $96
million outstanding under a $110 senior secured revolving
asset-based credit facility with Bank of America, and (ii) $305
million in principal outstanding under 10.00% senior secured notes
due 2019.

Real Industry, Inc., and Real Alloy Intermediate Holding, LLC, Real
Alloy Holding, Inc., and their U.S. subsidiaries filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code in
Delaware on Nov. 17, 2017.

The Honorable Kevin J. Carey is the case judge.

The Debtors tapped Saul Ewing Arnstein & Lehr LLP as local
bankruptcy counsel; Jefferies LLC as the debtors' investment
banker; Berkeley Research Group, LLC as financial advisor; Ernst &
Young LLP as auditor and tax advisor; and Prime Clerk as the claims
and noticing agent and administrative advisor.

The Ad Hoc Noteholder Group tapped Latham & Watkins LLP as counsel;
Young Conway Stargatt & Taylor LLP as Delaware counsel; and Alvarez
& Marsal Securities, LLC, as financial advisor.

DDJ Capital Management, LLC, Osterweis Capital Management, HPS
Investment Partners, LLC, Hotchkis & Wiley Capital Management, and
Southpaw Credit Opportunity Master Fund L.P. comprise the Ad Hoc
Noteholder Group.

The Official Committee of Unsecured Creditors tapped Brown Rudnick
LLP as counsel; Duane Morris LLP as Delaware counsel; Miller
Buckfire & Co, LLC, as investment banker; and Goldin Associates,
LLC, as financial advisor.

The Ad Hoc Committee of Equity Holders of Real Industry tapped the
firms of Dentons US LLP and Bayard, P.A., as counsel.

                          *     *     *

Real Alloy entered into an agreement with its existing asset-based
facility lender and certain of its bondholders for continued use of
its $110 million asset-based lending facility and up to $85 million
of additional liquidity through debtor-in-possession financing to
fund ongoing business operations.

As Real Industry has no access to the Real Alloy debtors'
postpetition financing, Real Industry accepted an unsolicited
proposal from 210 Capital, LLC and the Private Credit Group of
Goldman Sachs Asset Management L.P. for (i) up to $5.5 million in
postpetition financing, (ii) an equity commitment of $17 million
for up to 49% of the common stock, and (iii) a commitment to
provide a $500 million acquisition financing facility on terms to
be negotiated.


REDEEMED CHRISTIAN: Taps Cohen Baldinger & Greenfeld as Counsel
---------------------------------------------------------------
Redeemed Christian Church of God, River of Life, seeks authority
from the U.S. Bankruptcy Court for the District of Maryland,
Greenbelt Division, to hire Cohen Baldinger & Greenfeld, LLC as
counsel.

The professional services that Cohen Baldinger & Greenfeld, LLC is
to render are:

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

     (b) prepare on behalf of your applicant as debtor in
possession necessary applications, answers, orders, reports and
other legal papers; and

     (c) perform all other legal services for debtor as debtor in
possession which may be necessary.

CBG's normal rates are:

     Steven H. Greenfeld       $450 per hour
     Merrill Cohen             $475 per hour  
     Augustus Curtis           $300 per hour

Steven H. Greenfeld attests that the firm of Cohen Baldinger &
Greenfeld, LLC, and its members, represent no interest adverse to
debtor as debtor in possession or the estate.

The firm can be reached through:

     Steven H. Greenfeld. Esq.
     COHEN BALDINGER & GREENFELD, LLC
     2600 Tower Oaks Boulevard, Suite 103
     Rockville, MD 20852
     Phone: (301) 881-8300

      About Redeemed Chr. Church of God Rvr. Of Life

Redeemed Christian Church of God, River of Life is a tax-exempt
religous entity (as described in 26 U.S.C. Section 501). Based in
Riverdale, Maryland, the Debtor filed a Chapter 11 petition (Bankr.
D. Md. Case no. 18-12290) on Feb. 22, 2018.

In the petition signed by Pastor Oluwagbemiga Adekunle, director,
the Debtor estimated $50,000 in assets and $1 million to $10
million in liabilities.  Judge Wendelin I. Lipp is the case judge.
Steven H. Greenfeld, Esq., at Cohen Baldinger & Greenfeld, LLC, is
the Debtor's counsel.


REMARKABLE HEALTHCARE: Wants to Waive Appointment of PCO
--------------------------------------------------------
Remarkable Healthcare of Carrollton, LP, and its affiliated debtors
request that the U.S. Bankruptcy Court for the Eastern District of
Texas to waive appointment of a patient care ombudsman.

The Debtors each qualify as a "health care business" as that term
is defined by Section 101(27A) of the Bankruptcy Code.

The Debtors submit that the appointment of an ombudsman is
unnecessary in this case and the requirement should be waived for
reasons stated below. Primarily, the appointment of an ombudsman is
unnecessary because: (i) the appointment would be redundant to
state inspections and controls already in place; (ii) Debtors
already maintain a high-level of patient care and have achieved
excellent reviews and ratings from the State in prior inspections;
and (iii) the excessive costs associated with the appointment of an
ombudsman would be deleterious to the Debtors’ reorganization
efforts.

The Debtors submit that the filings of these Reorganization Cases
were not caused by allegations of deficiency in patient care. The
Debtors will show that they maintain a high quality of patient care
and their operations have not been affected by any allegations of
deficiency in patient care.

Moreover, the Debtors maintain a high quality of patient care at
each of their facilities. This is evidenced by, among other things,
the walk-throughs and inspections conducted by the State of Texas
annually. During the most-recent inspections, which occurred in
each of the Debtors' facilities from approximately March through
June of 2017, the State determined that the Debtors' facilities
satisfied the requirements for patient care and, in fact, each of
Debtors' facilities had fewer cited issues or concerns than the
average skilled nursing facility in Texas.

The Debtors submit that patient care is their primary focus and
they work tirelessly to ensure that all patients receive superb
care. As a result of the efforts and focus of Debtors' management
and staff, the Debtors will have adequate financial capability
during these cases to continue to maintain the high level of
patient care for which they have developed their reputation.

As such, the Debtors assert that appointment of an ombudsman is
unnecessary because there already exists a sufficient presence of
state licensing and regulatory agencies to protect the interests of
the Debtors' patients. In fact, the State, as part of its routine
regulatory mandate, has already placed a long-term care ombudsman
in the facilities on a monthly basis to ensure patients are
provided with the highest level of care.

In addition, Jon McPike, Debtors' Chief Operating Officer,
previously held the position of Assistant Director of the Dallas
County Long Term Care Ombudsman Program and therefore has intricate
knowledge of, and respect for, the level of care expected of the
Debtors by the State. Appointment of a patient care ombudsman under
these circumstances would be duplicative of services already
provided by the State and is unnecessary given the background and
expertise of Jon McPike and the rest of Debtors' management and
staff.

The Debtors assure the Court that they will continue to provide
ongoing patient care services in the future and Debtors do not
expect the case to have any effect on their ability to provide care
for their patients. Therefore, any tension between the patients and
the Debtors will be minimal.

Finally, the Debtors tell the Court that the significant costs
associated with the appointment of an ombudsman would cause an
additional financial burden on the Debtors and therefore negatively
impact Debtors’ ability to reorganize and promptly emerge from
bankruptcy. Given the Debtors’ strong track record of patient
care and the State controls and licensing requirements already in
place, the allocation of estate funds for an ombudsman would be
wasteful and unjustified.

                    About Remarkable Healthcare

Remarkable Healthcare operates skilled nursing facilities in
Dallas, Fort Worth, Prestonwood and Seguin, Texas.  All Remarkable
facilities are designed to meet the needs of patients requiring
post-acute recovery and therapy or residents needing a longer-term
stay.  Services are tailored to each individual with the goal of
facilitating increased strength and mobility while minimizing pain
and impairment.  Remarkable's programs are designed to help
patients recover quickly from surgery, injury, or serious illness
and speed up the recovery process.

Remarkable Healthcare of Carrollton, LP and affiliates Remarkable
Healthcare of Dallas, LP, Remarkable Healthcare of Fort Worth, LP,
Remarkable Healthcare of Seguin, LP and Remarkable Healthcare, LLC
filed voluntary petitions (Bankr. E.D. Tex. Case Nos. 18-40295
through 18-40300) on Feb. 12, 2018, seeking relief under Chapter 11
of the Bankruptcy Code.

In the petitions signed by Laurie Beth McPike, president of LBJM,
LLC, its general partner, Remarkable Healthcare of Carrollton,
Remarkable Healthcare of Dallas, Remarkable Healthcare of Fort
Worth and Remarkable Healthcare of Seguin, each had estimated $1
million to $10 million in both assets liabilities; and Remarkable
Healthcare had $100,000 to $500,000 in estimated assets and $1
million to $10 million in estimated liabilities.

Mark A. Castillo, Esq., at Curtis Castillo PC, serves as the
Remarkable Debtors' counsel.


RENT-A-CENTER INC: S&P Lowers CCR to 'CCC+' on Weak Performance
---------------------------------------------------------------
U.S.-based rent-to-own (RTO) retailer Rent-A-Center Inc. (RCII)
recently reported fiscal 2017 results, which were meaningfully
below our expectations, with both the core and Acceptance Now
segments remaining highly pressured from conventional and online
players.

S&P Global Ratings lowered its corporate credit rating on
U.S.-based Rent-A-Center Inc. to 'CCC+' from 'B-'. The outlook
remains negative.

S&P said, "Concurrently, we lowered our issue-level ratings on the
company's first-lien term loan facility to 'B' from 'B+'. The
recovery rating is unchanged at '1', indicating our expectation for
very high (90% - 100%; rounded estimate: 95%) recovery for lenders
in the event of a payment default.

"We also lowered the issue-level ratings on the company's unsecured
notes to 'CCC' from 'CCC+'. The recovery rating is unchanged at
'5', indicating our expectation for modest (10% - 30%; rounded
estimate 20%) recovery for lenders in the event of a payment
default.

"We do not rate the $350 million senior secured revolving credit
facility.

"The downgrade reflects our view of heightened execution risk that
could lead, longer-term, to an eventual restructuring. Risks
include the recently announced strategic initiatives to cut costs,
improve pricing strategies, execute franchising strategy, and drive
a significant increase in free cash flow from 2017 levels. This
comes as management turnover and limited e-commerce capabilities
will likely add to operational challenges the company will need to
face in order to overcome the continuous revenue and EBITDA margin
declines of the past two years.  Moreover, we believe the highly
competitive RTO industry has been and will continue to contract
this year, as evidenced by recent mid-single-digit same-store sales
decline in the RCII's core segment. We expect the company's target
subprime customer to have continued opportunities to purchase new
and lightly-used consumer electronics and furniture at affordable
prices, have access to lower priced credit options, and
increasingly shift their preferences to online research and
purchases.  We also note that the company has been affected by the
liquidation of HHGregg and loss of Acceptance Now contract with
Conn's, leading to the closure of roughly 35% of Acceptance Now
locations in 2017, a trend that may continue to impact Acceptance
Now in 2018. The company also faces high levels of stolen
merchandise and other losses, hurting overall profitability.  We
have revised our assessment of the business risk profile to
vulnerable.

"The negative outlook on RCII reflects our opinion that management
will face headwinds implementing strategic initiatives to reduce
costs and implement the value strategy without compromising quality
of the loan portfolio in its core segment.  We also think the
company will face reduced liquidity if it is unable to refinance
the revolver coming due in March 2019.

"A downgrade could occur if company performance is below our
expectations resulting in debt/EBITDA in the mid- to high-6x,
increasing the risk of an eventual restructuring. We would also
take a negative ration action if the company is not able to
refinance or extend the maturity on its revolver.

"Although unlikely in the near term, a higher rating would be
contingent on operating performance improvements that would reduce
the risk of any distressed exchange and demonstrate the capital
structure is sustainable, along with a longer-term committed
liquidity facility. This could result if the company can execute
strategic initiatives, expanding margins and improving growth
resulting in debt/EBITDA sustained at or below 5x. An upgrade could
also occur if the company is sold and the company's debt is
refinanced."


RESOLUTE ENERGY: Fir Tree Stake Down to 4.63% as of March 14
------------------------------------------------------------
Fir Tree Capital Management LP reported in a Schedule 13D/A filed
with the Securities and Exchange Commission that as of March 14,
2018, it beneficially owns 1,073,723 shares of common stock
(including 101,585 shares of Common Stock issuable upon conversion
of 8 1/8% Series B Cumulative Perpetual Convertible Preferred
Stock) of Resolute Energy Corporation, constituting 4.63 percent of
the shares outstanding.

The percentage is calculated based upon 23,066,559 shares of Common
Stock issued and outstanding as of Feb. 28, 2018, as reported in
the Issuer's Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2017, filed with the SEC on March 12, 2018 as well as the
101,585 additional shares of Common Stock that are issuable upon
conversion of the 8 1/8% Series B Cumulative Perpetual Convertible
Preferred Stock held by Fir Tree.

For the period from March 6, 2018, through March 15, 2018, Fir Tree
sold a total of 439,931 Common Shares in multiple transactions.  On
March 16, 2018, Fir Tree purchased 102,373 Common Shares at 35.7637
per share.

A full-text copy of the regulatory filing is available at:

                      https://is.gd/qQkbRh

                      About Resolute Energy

Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) --
http://www.resoluteenergy.com/-- is an independent oil and gas
company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin portion
of the Permian Basin of west Texas.

Resolute incurred a net loss available to common shareholders of
$7.70 million in 2017 following a net loss available to common
shareholders of $161.7 million in 2016.  As of Dec. 31, 2017,
Resolute Energy had $641.9 million in total assets, $716.3 million
in total liabilities and a total stockholders' deficit of
$74.40 million.


RICEBRAN TECHNOLOGIES: Incurs $6.20 Million Net Loss in 2017
------------------------------------------------------------
RiceBran Technologies filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$6.20 million on $13.35 million of revenues for the year ended Dec.
31, 2017, compared to a net loss of $11.25 million on $12.98
million of revenues for the year ended Dec. 31, 2016.

As of Dec. 31, 2017, RiceBrand had $17.36 million in total assets,
$2.62 million in total liabilities and $14.73 million in total
equity attributable to the Company's shareholders.  As of Dec. 31,
2017, the Company's cash and cash equivalents balance was $6.2
million and its restricted cash balance was $0.8 million, compared
to $0.3 million as of Dec. 31, 2016.

The Company had reported previously there was substantial doubt
about its ability to continue as a going concern.  During the
fourth quarter of 2017 the Company substantially completed
operational and financial actions, which the Company believes
provides it with sufficient liquidity for the twelve months
following the date of this filing.  

Business Highlights

   * Successfully exited from unprofitable operations in Brazil
     and completed the sale of its Healthy Natural contract
     manufacturing business for $18.3 million in cash to focus on
     proprietary ingredient business.

   * Secured a direct $2.9 million equity investment from
     Continental Grain to fuel future sales growth.

   * Expanded GPMs by over 400bps and reduced annual SG&A expenses

     by $2.5 million or 20.2% through cost cutting initiatives.

   * Significantly improved balance sheet with year-end 2017 cash
     totaling $6.2 million and shareholders' equity rising to
     $14.7 million compared to cash of $342,000 and a
     shareholders' deficit of $(632,000) at year-end 2016.

   * Added key sales personnel in the second half of 2017 to help
     drive future ingredient sales growth.

"We are pleased with the progress we made in 2017 as we completed
the work to put RBT on sound financial footing," said Dr. Robert
Smith, CEO.  "Our expanded salesforce is now focused on targeted
customer niches, and we are seeing progress in growing those
niches.  We believe this will translate into accelerating revenue
growth starting with the 2018 second quarter and we expect our
quarterly adjusted EBITDA to improve markedly by the end of 2018."

Highlights of RBT's 2017 fourth quarter results:

   * The fourth quarter saw sales decline 3% to $3.1 million from
     $3.2 million in the 2016 fourth quarter.  Although the
     Company was not expecting growth in the fourth quarter, its
     performance was partially constrained by end of quarter
     customer delivery timing issues and some unexpected downtime
     at one of its facilities.

   * Gross profit was $666,000 in the 2017 fourth quarter versus
     $578,000 in the 2016 fourth quarter, and gross profit rate
     improved to 21.15% from 17.87%.  Inventory reserves helped
     gross profit margins, which was partially offset by higher
     raw bran prices.

   * SG&A expenses totaled $2.46 million in the 2017 fourth
     quarter versus $2.96 million in the 2016 fourth quarter,
     declining to 78.12% of revenue from 91.38%.  Lower stock
     option, bonus, office, and fee expenses were primary causes
     of the decrease.

   * Operating loss of $(1.79) million in the 2017 fourth quarter
     improved from $(2.38) million in the 2016 fourth quarter, and

     adjusted EBITDA was $(1.34) million compared to $(1.69)
     million, respectively.

RBT's balance sheet was substantially strengthened in 2017:

   * Year-end cash and cash equivalents totaled $6.2 million in
     2017 versus $342,000 at the end of 2016.

   * Debt was reduced to $16,000 at the end of 2017 from $9.0
     million at the end of 2016.

   * Shareholders' equity totaled $14.7 million at year-end 2017,
     up from $(632,000) a year earlier.

   * Most of the improved financial condition resulted from the
     proceeds and gain on our sale of Healthy Natural and an
     amended agreement that allowed us to change the accounting
     treatment for many of our warrants to equity treatment versus

     liability.

"We are in a strong position to pursue growth opportunities," noted
Brent Rystrom, COO and CFO.  "Our sales team, led by Michael Goose,
is making major inroads in identifying and selling to new customers
as well as building volumes with existing customers.  We see this
leading to a progressive acceleration in revenue growth beginning
in the 2018 second quarter.  We plan to hold non-selling expenses
flat in 2018, which should drive sharply improving profitability."

RiceBran Technologies is providing guidance for 2018:
  
   * Annual revenue exceeding $16.0 million compared to the $13.4
     million it reported in 2017.

   * First quarter revenue flat to down 5% compared to the 2017
     first quarter.

   * Second quarter revenue up 7% to 12% compared to the 2017
     second quarter.

   * Third quarter revenue up 20% to 30% compared to the 2017
     third quarter.

   * Fourth quarter revenue up at least 30% compared to the 2017
     fourth quarter.

   * Annual EBITDA: On revenue of $16.0 million in 2018 the  
     Company expects an adjusted EBITDA loss of $(3.0) million to
     $(3.5) million for the year, with the loss largest in the
     first quarter and decreasing sequentially as the year unfolds

     and the range determined by the mix of customer types in its
     overall revenue.

   * Attaining positive adjusted EBITDA: provided the Company can
     maintain meaningful double-digit revenue growth rates into
     2019 while maintaining strong controls on its costs and
     expenses, the Company believes it will reach breakeven
     adjusted EBITDA by mid-year 2019.

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

                      https://is.gd/wQrg6C

                   About RiceBran Technologies

Headquartered in Scottsdale, Arizona, RiceBran Technologies --
http://www.ricebrantech.com/-- is a food, animal nutrition, and
specialty ingredient company focused on the procurement,
bio-refining and marketing of numerous products derived from rice
bran.  RiceBran has proprietary and patented intellectual property
that allows the Company to convert rice bran, one of the world's
most underutilized food sources, into a number of highly nutritious
food, animal nutrition and specialty ingredient products.


SADEX CORPORATION: Trustee Taps Bridgepaoint as Financial Advisor
-----------------------------------------------------------------
Shawn Brown, the Chapter 11 trustee for Sadex Corporation, seeks
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to hire Bridgepoint Consulting as his financial advisor.

Bridgepoint will provide services in connection with the Debtor's
efforts to sell its business, which include the preparation of
marketing materials, identifying potential buyers, and soliciting
offers.  The firm will also assist the Debtor in negotiations to
extend the lease and subleases for the property where it conducts
its operations.

The firm will be paid a due diligence fee of $15,000, and a
transaction fee pursuant to this arrangement: (i) a fee equal to 5%
of the transaction value up to $1,000,000; plus (ii) a fee equal to
7.5% of the portion of the transaction value between $1,000,001 and
$1,500,000; plus (iii) a fee equal to 10% of the portion of the
transaction value over $1,500,000.    

William Patterson, a principal of Bridgepoint, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

Bridgepoint can be reached through:

     William R. Patterson
     Bridgepoint Consulting
     8310 N. Capital of Texas Highway
     Bldg. 1, Suite 420
     Austin, TX 78731
     Phone: 512-437-7900

                      About Sadex Corporation

Sadex Corporation filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 14-44622) on Nov. 14, 2014.  In the petition signed by
Harlan E. Clemmons, its 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 Michael Lynn.

The Debtor tapped J. Robert Forshey, Esq., at Forshey & Prostok,
LLP, as counsel, SSG Advisors and Chiron Financial Group, Inc., as
investment bankers.

On Aug. 1, 2016, the Debtor filed a disclosure statement and
Chapter 11 plan of reorganization.

The Court approved Shawn K. Brown's appointment as Chapter 11
trustee for the Debtor on Sept. 28, 2017.  The Trustee hired
Goodrich Postnikoff & Associates, LLP, as his bankruptcy counsel;
Barg & Henson P.C. as his accountant; and Bridgepoint Consulting as
financial advisor.


SAEXPLORATION HOLDINGS: Widens Net Loss to $40.8 Million in 2017
----------------------------------------------------------------
SAExploration Holdings, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss
attributable to the Corporation of $40.75 million on $127.02
million of revenue from services for the year ended Dec. 31, 2017,
compared to a net loss attributable to the Corporation of $25.03
million on $205.56 million of revenue from services for the year
ended Dec. 31, 2016.

As of Dec. 31, 2017, SAExploration had $141.93 million in total
assets, $142.12 million in total liabilities and a total
stockholders' deficit of $189,000.

Jeff Hastings, chairman and CEO of SAE, commented, "This past year
was the most challenging period in our company's history.  We
entered the downcycle with a very strong and robust backlog of
contracted projects.  However, the delay in the recovery of the
broader market has inhibited our ability to replace this healthy
backlog to support our near-term operations.  This dislocation
materially impacted our financial results for 2017.  While we are
seeing an improvement in bid opportunities, we continue to have to
manage in a very difficult business environment due to persistent
low levels of exploration spending.  Additionally, pricing on new
project opportunities remains less favorable than in prior periods
due to heightened competitive pressure."

Mr. Hastings continued, "Given our current visibility and
contracted backlog, we expect 2018 to be a transition year, with
activity largely driven by our core onshore markets in South and
North America.  In particular, South America, which was
meaningfully impacted by the pullback in exploration spending in
2017, is beginning to recover, supported by increased activity in
Colombia and larger opportunities in Bolivia and new markets.
Canada, while a smaller market, was a bright spot for us in 2017.
If current activity levels this winter season are any indication,
the Canadian market should remain a healthy contributor to revenue
for the near-term.  Additionally, the ocean-bottom marine market
continues to present growth opportunities, that are similar to the
large project we completed in West Africa in early 2017.  However,
the ocean-bottom marine market remains fiercely competitive with
more service providers than comparable onshore markets.  Moreover,
our ongoing discussions with potential customers regarding
long-term agreements and exclusive rights to new and innovative
technologies also continue to progress.  While 2018 does offer
potential increases in activity levels compared to those
experienced last year, these opportunities will require time to
become contracted backlog and additional time before the projects
are underway.  Therefore, any meaningful growth in revenue appears
increasingly likely to not materialize until 2019."
Mr. Hastings further added, "We are encouraged by the recent
receipt of additional tax credit certificates from the State of
Alaska.  With the $15.7 million of certificates received at the end
of the year, and another $8.3 million of certificates received just
a few weeks ago, we currently have approximately $49.6 million of
total tax credit certificates available for monetization.  There
remains one additional tax credit application in process, which is
valued at, subject to final approval and potential audit
adjustments, approximately $21.3 million. Regrettably, we have not
seen the return of activity in the secondary market that we
expected to occur following the implementation of the regulations
that govern the most recent legislation passed by the state
legislature in mid-2017.  Without an active secondary market or
other method of disposal in which to quickly monetize our tax
credit certificates, we are reliant on the statutory repurchase
process, the amount and timing of which is dependent on the annual
funding appropriated by the State of Alaska each year.  Therefore,
as of year-end, we made the judgment to reclassify the entire
account receivable related to the customer who assigned the tax
credits to us to long-term. However, we continue to evaluate other
potential alternatives that may present a faster path to
monetization, and believe that improvements in commodity prices may
potentially provide a catalyst to the timing and availability of
potential monetization transactions."

Mr. Hastings concluded, "Our primary focus in 2018 will be on cash
generation and preservation.  Last year, we undertook various
initiatives to create and implement a more sustainable capital
structure that provides the opportunity to generate long-term
upside for our equity holders in a more robust market.  We extended
the maturity on our $29 million senior term loan facility to
January 2020 and replaced our Wells Fargo revolver with a new $20
million credit facility that also matures in January 2020.  At the
end of 2017, with the support of more than 85% of our holders, we
launched another exchange offer for our long-term notes, which
resulted in a further debt reduction of $78 million in the first
quarter of 2018 and estimated annual cash interest savings of
approximately $7.8 million.  We believe these strategic
transactions have positioned SAE to capitalize on future growth
during a market recovery.  During our continued transition to a
more competitive capital and cost structure, we remain dedicated to
serving our valued customers with our differentiated business model
and proven operational strategy."

Revenues decreased 38.2% to $127.0 million from $205.6 million in
2016.  Revenues decreased significantly in North and South America
due to a decrease in active projects in these regions compared to
the prior period.  In Alaska, the decrease in activity was mainly
due to changes in state legislation that created uncertainty at the
customer level with respect to their capital spending plans. The
decrease in revenue in South America was largely attributable to a
large project in Bolivia in 2016 compared to limited activity in
Bolivia during 2017.  The overall decrease in 2017 revenue was
partially offset by a large increase in activity in West Africa
from an ocean-bottom marine project that was completed during the
first quarter of 2017.  Activity in Canada during 2017 improved
marginally compared to 2016.

Gross profit decreased 51.0% to $22.1 million, or 17.4% of
revenues, from $45.0 million, or 21.9% of revenues, in 2016.  Gross
profit in 2017 and 2016 included depreciation expense of $11.7
million and $16.4 million, respectively.  Excluding depreciation
expense, adjusted gross profit for 2017 was $33.8 million, or 26.6%
of revenues, compared to $61.4 million, or 29.9% of revenues, in
2016.  The decrease in gross profit was primarily related to the
decrease in revenue from a reduction in the number of active
projects in 2017 compared to 2016 and increased pricing pressure
due to a continued depressed oil and gas market which has resulted
in tightening margins and more aggressive competition. This was
partially offset by a decrease in depreciation expense
resulting from the sale of some ocean-bottom nodal recording
equipment in late 2016 and an increase in revenue from West Africa
in early 2017.

SG&A expenses decreased 12.2% to $25.7 million, or 20.2% of
revenues, from $29.3 million, or 14.2% of revenues, in 2016.  The
decrease in SG&A expenses was primarily due to a decrease in
revenue and a decrease in severance costs partially offset by an
increase in stock-based compensation expense.  During 2017 and
2016, there were approximately $3.1 million and $4.0 million,
respectively, of non-recurring or non-cash expenses included in
SG&A.

Loss before income taxes was $(34.5) million, compared to $(16.0)
million in 2016.  The increase in loss before income taxes was
largely due to much lower gross profit and a meaningful increase in
other expense.  During 2017, other expense included, among other
items, approximately $29.4 million of interest expense, of which
approximately $16.6 million was non-cash amortization of loan
issuance costs and $4.8 million of interest that was paid in-kind.
Also included in 2017 other expense was a $1.3 million foreign
exchange loss, compared to a $2.0 million foreign exchange gain in
2016.

Provision for income taxes was $4.3 million, compared to $6.1
million during 2016.  The decrease in provision for income taxes
was primarily due to pre-tax income in the foreign jurisdictions in
which SAE operates, offset by a decrease in valuation allowances
related to U.S. losses and net operating loss carryforwards
available to be used in future periods and permanent tax
differences between U.S. and foreign tax rates.

Net loss attributable to the Corporation in 2017 was impacted by a
number of factors, including:

   * Lower gross profit as a result of decreased revenues;

   * Higher interest expense, primarily attributable to
     amortization of loan issuance costs;

   * Decrease in gains on foreign currency transactions due to
     large gains in 2016 related to the strengthening U.S. dollar
     during that time period;

   * Increase in foreign currency loss due to trades and foreign
     currency exposure on a project in Nigeria; and

   * Proportionately higher provision for income taxes; partially
     offset by

   * Lower SG&A expenses due to lower revenue; and

   * Decrease in costs of debt restructuring of $5.4 million.

Adjusted EBITDA decreased 69.7% to $11.0 million, or 8.6% of
revenues, from $36.1 million, or 17.6% of revenues, in 2016.

Capital expenditures in 2017 were $2.7 million, compared to $3.4
million in 2016.  Capital expenditures in 2017 primarily related to
the remaining cash payments for the purchase of a set of vibrators
in the fourth quarter of 2016, as well as the purchase of
additional camp equipment and vibrators in the first quarter of
2017.  Any significant investment in capital expenditures,
particularly in large equipment purchases, is highly unlikely until
the market provides more favorable conditions through larger or
longer term project opportunities in which to invest capital. Based
on the current state of the industry, SAE expects its total capital
expenditures for 2018 will be around or under $5.0 million.

On Dec. 31, 2017, cash and cash equivalents totaled $3.6 million,
working capital was $(3.0) million, total debt at face value,
excluding net unamortized premiums or discounts, was $121.9
million, and total stockholders' equity was $(0.2) million.  On
March 15, 2018, after including adjustments for the 2017
Restructuring transactions, total debt at face value, excluding net
unamortized premiums or discounts, was approximately $57.8
million.

              Fourth Quarter 2017 Financial Results

Revenues decreased 80.9% to $4.8 million from $25.4 million in Q4
2016, primarily due to a decrease in revenue from Colombia and
Alaska, partially offset by a year-over-year increase in revenue in
Canada.  Activity levels in all jurisdictions continue to be
impacted by poor market conditions due to a sustained low commodity
price environment and continued uncertainty regarding the outlook
for the oil and gas industry.

Gross loss was $(3.5) million, or -72.9% of revenues, compared to a
gross profit of $0.9 million, or 3.4% of revenues, in Q4 2016.
Gross profit for Q4 2017 and Q4 2016 included depreciation expense
of $2.7 million and $3.9 million, respectively.  Gross profit
(loss) excluding depreciation expense, or adjusted gross profit
(loss), which is a non-GAAP measure that is defined and calculated
below, for Q4 2017 was $(0.8) million, or -16.8% of revenues,
compared to $4.8 million, or 18.7% of revenues, in Q4 2016.  The
year-over-year decrease in gross profit during Q4 2017 was
primarily due to the decrease in revenue and lower utilization
relative to certain fixed costs components.

Selling, general and administrative expenses during the quarter
decreased 19.1% to $6.7 million from $8.3 million in Q4 2016.  The
decrease in SG&A expenses was primarily due to cost reduction
initiatives and lower stock based compensation expense in Q4 2017
compared to the same period in 2016.  During Q4 2017 and Q4 2016,
there were approximately $0.9 million and $1.5 million,
respectively, of non-recurring or non-cash expenses included in
SG&A.

Loss before income taxes was $(15.8) million during the quarter,
compared to $(20.6) million in Q4 2016.  The decrease in loss
before income taxes was largely due to a decrease in interest
expense, which was $4.9 million during the period, compared to $8.1
million in Q4 2016.  During Q4 2017, interest expense included
approximately $1.7 million of non-cash amortization costs, relative
to $5.3 million of non-cash amortization costs and $2.1 million of
interest that was paid in-kind during Q4 2016.
Net loss attributable to the Corporation for the quarter was
$(15.9) million, or $(1.69) per diluted share, compared to $(22.1)
million, or $(2.37) per diluted share, in Q4 2016.  Net loss was
impacted by a number of factors during Q4 2017, including:

   * Lower gross profit as a result of decreased revenues;
     partially offset by

   * Lower SG&A expenses due to lower revenue;

   * Decrease in loss on disposal of property; and

   * Lower interest expense and provision for income taxes.

Adjusted EBITDA, which is a non-GAAP measure and is defined and
calculated below, was $(6.8) million during the quarter, compared
to $(2.1) million in Q4 2016.

Capital expenditures were $0.3 million during the quarter, compared
to $2.6 million in Q4 2016. The low level of capital expenditures
in Q4 2017 was primarily due to the continuation of unfavorable
conditions in the oil and gas industry, which presented limited to
no growth opportunities that required SAE to make capital
expenditures.

                     Contracted Backlog

As of Dec. 31, 2017, SAE's backlog was $49.8 million. Bids
outstanding on the same date totaled $478.1 million.  The entire
backlog was comprised of land-based projects, with 49% in South
America and the remainder in North America.  SAE currently expects
to complete all of the projects in its backlog on Dec. 31, 2017
during the first half of 2018.

The estimations of realization from the backlog can be impacted by
a number of factors, however, including deteriorating industry
conditions, customer delays or cancellations, permitting or project
delays and environmental conditions.

                      2017 Restructuring

On Dec. 19, 2017, SAE entered into a restructuring support
agreement with holders that beneficially owned in excess of 85% in
principal amount of SAE's 10% Second Lien Notes due 2019 to provide
additional liquidity and realign its capital structure to better
support operations during the prolonged industry downturn.

Exchange of Second Lien Notes for Common Stock, Convertible
Preferred Stock and Warrants.  SAE commenced an offer on Dec. 22,
2017 to exchange each $1 of Second Lien Notes and 10% Senior
Secured Notes due 2019 held by the holders participating in the
2017 Exchange Offer for (i) 21.8457 shares of newly SAE common
stock, (ii) 0.4058 shares of newly issued 8% divided convertible
preferred stock, (iii) 10.9578 shares of newly issued convertible
preferred stock and (iv) 94.7339 newly created Series C Warrants
with an exercise price of $0.0001.  The 2017 Exchange Offer closed
on Jan. 29, 2018.  In connection with the 2017 Exchange Offer, SAE
also completed a consent solicitation to make certain changes to
the indenture for the Second Lien Notes and related security
agreements, which among other matters released all the collateral
from the liens securing the Second Lien Notes, removed
substantially all restrictive covenants and deleted certain events
of default.  For accounting purposes, the 2017 exchange will be
recognized during the first quarter of 2018.

Issuance of Common Stock, Preferred Stock, and Series C Warrants.
Pursuant to the 2017 Exchange Offer in exchange for approximately
$78,037,389 of Second Lien Notes, or 91.8% of the principal amount
of Second Lien Notes outstanding, and $7,000 of Senior Secured
Notes, or less than 1% of the Senior Secured Notes outstanding, SAE
newly issued (i) 812,321 shares of common stock, (ii) 31,669 shares
of Series A Preferred Stock, (iii) 855,195 shares of Series B
Preferred Stock, and (iv) 8,286,061 Series C Warrants.

Mandatory Conversion of Series B Preferred Stock for Common Stock
and Series D Warrants.  Each outstanding share of Series B
Preferred Stock was convertible into 21.7378 shares of common stock
or, if an election is made by an eligible holder, into warrants
representing the right to receive 21.7378 shares of common stock.
On March 6, 2018, all of the Series B Preferred Stock was
automatically converted into 4,491,674 shares of common stock and
14,098,370 Series D Warrants with an exercise price of $0.0001,
which were issued on March 8, 2018.

Change in Priority of Secured Indebtedness.  After the 2017 Closing
Date, the priority claims of SAE’s secured indebtedness were (i)
the Credit Facility, which is secured by all of the existing
collateral on a senior first lien priority basis, (ii) the Senior
Loan Facility, which is secured by all of the existing collateral
on a junior first lien priority basis, and (iii) the Senior Secured
Notes, which are secured by substantially all of the existing
collateral on what is effectively a second lien priority basis as a
result of the release of the liens on the collateral by the holders
of the Second Lien Notes.

Maturity Dates on the Senior Loan Facility and the Credit Facility.
Effective Feb. 28, 2018, the maturity dates on SAE's Senior Loan
Facility and Credit Facility were set at Jan. 2, 2020 by amendments
to those agreements removing provisions allowing for the
acceleration of the maturity dates under certain conditions.

Board of Directors.  As of the 2017 Closing Date, the Board of the
Corporation is comprised of seven directors.  As a result of an
amendment to SAE's certificate of incorporation and bylaws,
effective as of March 5, 2018, each holder of common stock whose
holdings exceed nine percent of the total shares of common stock
outstanding is entitled to nominate one member of the Board of
Directors so long as its respective holdings continue to exceed
nine percent.  As a result, three of the 2017 Supporting Holders
are entitled to nominate a director, and two of them have done so.

Senior Management and Share-Based Compensation.  SAE entered into
amendments to the employment agreements with members of its
existing senior management.  Existing equity grants under the 2016
Amended and Restated Long-Term Incentive Plan vested as of the 2017
Closing Date for all current participants and 178,787 shares of
common stock were issued net of income tax and exercise price
withholdings.  Additionally, SAE adopted a new 2018 Long Term
Incentive Plan for directors, management and key employees.
Current Capitalization.  As of March 9, 2018, SAE had outstanding
14,907,116 shares of common stock, 31,669 shares of Series A
Preferred Stock, no shares of Series B Preferred Stock, 154,376
Series A Warrants, 154,376 Series B Warrants, 8,286,061 Series C
Warrants, and 14,098,370 Series D Warrants.  Also, on March 9,
2018, SAE had total debt of approximately $57.8 million, consisting
of $20.0 million under its Credit Facility, $29.0 million under its
Senior Loan Facility, $7.0 million of Second Lien Notes, and $1.8
million of Senior Secured Notes.

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

                       https://is.gd/MT3Hj3

                  About SAExploration Holdings

Based in Houston, Texas, SAExploration Holdings, Inc. --
http://www.saexploration.com/-- is an internationally-focused
oilfield services company offering a full range of
vertically-integrated seismic data acquisition and logistical
support services in remote and complex environments throughout
Alaska, Canada, South America, Southeast Asia and West Africa.

                          *     *     *

In June 2016, S&P Global Ratings lowered its corporate credit
rating on SAExploration Holdings to 'CC' from 'CCC-'.  At the same
time, S&P lowered the issue-level rating on the company's senior
secured notes to 'CC' from 'CCC-'.  The outlook remains negative.
The downgrade follows SAExploration's announcement that it plans to
launch an exchange offer to existing holders of its 10% senior
secured notes for shares of common equity and a new issue of
second-lien notes.  Following the rating action, S&P withdrew the
corporate credit and issue-level ratings at the company's request.

Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate
Family Rating and other ratings.  Moody's withdrew the rating for
its own business reasons, as reported by the TCR on Sept. 13, 2016.


SHAPE TECHNOLOGIES: Moody's Affirms B2 CFR & Rates $315MM Loans B2
------------------------------------------------------------------
Moody's Investors Service affirmed Shape Technologies Group, Inc.'s
("Shape") B2 Corporate Family Rating (CFR) and B2-PD Probability of
Default Rating (PDR). Concurrently, Moody's assigned a B2 rating to
the company's proposed $315 million first lien senior secured
credit facilities, consisting of a $15 million first lien senior
secured revolving facility due 2023 and $300 million first lien
senior secured term loan due 2025. The rating outlook is stable.

The rating actions follow the company's announcement that it is
seeking to raise a proposed $300 million senior secured term loan,
the proceeds of which will be used to refinance its existing $225
million senior secured notes due February 1, 2020 and to pay down
$25.7 million outstanding amount on the existing revolving facility
due January 31, 2019. The remaining balance of $38 million, after
fees and transaction expenses, will go to cash on the balance
sheet. At the same time, Shape is also seeking to raise a $60
million asset-based revolving credit facility expiring 2023 and $15
million first lien cash flow revolving credit facility expiring
2023.

"The company is addressing its liquidity needs and maturities at a
time when it is experiencing good growth and needs capital to
support its customers," says Inna Bodeck, Lead Analyst with
Moody's. "However, Moody's would like to see Shape to manage
through working capital needs such that it alleviates the pressure
from the free cash flow."

Moody's took the following rating actions:

Corporate Family Rating, affirmed at B2

Probability of Default Rating, affirmed at B2-PD

$15 million first lien senior secured revolving credit facility due
2023, assigned B2 (LGD4)

$300 million first lien senior secured term loan due 2025, assigned
B2 (LGD4)

Outlook, remains stable.

The following ratings will be withdrawn upon the repayment of debt
outstanding:

$225 million senior secured notes due 2020, at B2 (LGD4)

RATINGS RATIONALE

Shape Technologies Group, Inc.'s ("Shape") B2 Corporate Family
Rating reflects its leading position within the niche waterjet
cutting market and a significant aftermarket business which
represents about 56% of its revenues and provides some degree of
revenue stability. These considerations are tempered by Shape's
modest size and its exposure to certain key end-markets which
exhibit a high degree of cyclicality. In 2017, the company has
experienced above average topline growth, albeit following two
years of weakness. The high level of revenue growth in 2017
resulted in a significant investment in accounts receivable and
inventory which pressured free cash flow. Moody's anticipate that
the company will reverse the negative trends in its free cash flow
and will generate over $10 million in the next twelve months as the
negative working capital trends reverse. Moody's believe that
debt-to-EBITDA leverage (5.1x LTM 9/30/2017 pro-forma for
refinancing and incorporating Moody's standard adjustments) will
edge lower in the next 12 to 18 months as the company experiences
top line growth and continues to implement cost reduction
initiatives.

The stable outlook incorporates Moody's expectation that Shape will
maintain a relatively robust set of credit metrics and modest
revenue and earnings growth. It also reflects Moody's expectation
that the company will generate approximately $10 million of
positive projected free cash flow.

Rating could be upgraded if the company increases its size and
scale as measured by revenue while sustaining debt-to-EBITDA
leverage below 4.0x and free cash flow to debt above 10%.

The rating would likely come under pressure if debt to EBITDA were
sustained above 5.0x or if coverage metrics were to weaken
materially. Weakness in cash flow from operations and free cash
flow as a percentage of debt sustained below 5% could also pressure
the rating downward.

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

Headquartered in Kent, WA, Shape is a manufacturer of ultra high
pressure technology and advanced materials processing systems.
Shape's products include a cutting head, UHP pump, motion system,
and control software that are either sold individually, combined
together to form a system, or integrated with robotic cutting cells
and other automated material handling solutions to create a broad
application-based system. Shape is owned by funds affiliated with
American Industrial Partners (AIP) and was formed as a combination
of KMT Holdings and Flow International in January 2014. Sales for
the twelve months ended September 30, 2017 were approximately $430
million.


SHAPE TECHNOLOGIES: S&P Rates New 1st Lien Credit Facilities 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '4'
recovery rating to Shape Technologies Group Inc.'s proposed senior
secured first-lien facilities, which comprise a $300 million senior
secured first-lien term loan due 2025 and a $15 million revolving
credit facility due 2023. The '4' recovery rating on this debt
indicates S&P's expectation for average (30%-50%; rounded estimate:
35%) recovery in the event of a payment default.

The company will use the proceeds from these proposed senior
secured first-lien facilities, along with an unrated $60 million
asset-based lending (ABL) revolving credit facility due 2023, to
refinance or redeem its existing $50 million ABL facility due 2019
(unrated) and $225 million 7.625% secured notes due 2020. S&P plans
to withdraw its issue-level and recovery ratings on the company's
$225 million 7.625% secured notes due 2020 at the close of the
transaction.

S&P said, "Our 'B' corporate credit rating and stable rating
outlook on Shape Technologies Group Inc. are unaffected by this
transaction. While reported debt will increase by about $49 million
as a result of the transaction, slightly diminishing recovery
prospects for secured lenders in our default scenario, it
ultimately does not materially change our view around the company's
financial risk.

"We expect that the company's S&P Global Ratings adjusted leverage
will remain below 6.5x. In addition, this new capital structure
results in an improved debt maturity profile and removes near-term
refinancing risk the company had previously faced."

RECOVERY ANALYSIS

Key analytical factors

-- The company's new capital structure will consist of a $60
million ABL revolving credit facility maturing in 2023 (unrated), a
$15 million revolving credit facility due 2023, and a $300 million
first-lien term loan maturing in 2025.

-- S&P's simulated default scenario contemplates a default in 2021
caused by a severe and protracted economic downturn and unexpected
costs that arise from operating challenges. Under this scenario, an
increase in competitive pressure from companies with alternative
cutting technologies reduces the demand for Shape's product
offerings.

-- The 2021 simulated default year is aligned with the suggest
time to default for a 'B' rated company.

-- S&P assumes the company's $60 million ABL facility will be 60%
drawn at the time of default, the $15 million revolving credit
facility (RCF) will be 85% drawn at the time of default, and that
LIBOR is 2.5% in S&P's 2021 default year.

-- S&P believes that following a payment default, the company
would likely be reorganized rather than liquidated because of its
good market positions and solid engineering capabilities.

-- S&P values the company as a going concern using an EBITDA
multiple approach.

-- S&P applied a 5x multiple to its estimated distressed emergence
EBITDA of $33.8 million to arrive at a gross enterprise value of
about $169.1 million.

-- This multiple is in line with those that S&P uses for Shape's
peers with a similar business risk profile assessment.

Simulated default assumptions

-- Simulated year of default: 2021
-- EBITDA at emergence: $33.8 million
-- EBITDA multiple: 5x

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): $160.6
million
-- Valuation split--sales (obligors/nonobligors): 54%/46%
-- Priority claims: $39.2 million
-- Value available to secured creditors
(collateral/noncollateral): $95.6 million/$25.9 million
-- Total first-lien debt claims: $312.5 million
    --Recovery expectations: (30%-50%: rounded estimate: 35%)

Note: Estimated claim amounts include approximately six months of
accrued but unpaid interest that we assume would be outstanding at
default. Amounts have been rounded.

RATINGS LIST

  Shape Technologies Group Inc.
   Corporate Credit Rating                   B/Stable/--

  New Rating

  Shape Technologies Group Inc.
   Senior Secured
    $300 mil 1st-lien term ln due 2025       B
     Recovery Rating                         4(35%)
    $15 mil revolver due 2023                B
     Recovery Rating                         4(35%)


SPECTRUM HEALTHCARE: PCO Reports Fenwood Census Remains Stable
--------------------------------------------------------------
Nancy Shaffer, the patient care ombudsman for Spectrum Health Care
LLC and affiliates, filed with the U.S. Bankruptcy Court for the
District of Connecticut a report regarding the quality of patient
care provided by Spectrum Healthcare Derby, LLC, Spectrum
Healthcare Hartford, and Spectrum Healthcare Manchester to their
residents.

The PCO reports that the census at Spectrum Derby was 108 at last
visit on February 8, 2018. The census has fluctuated over time,
dropping as low as 96 in July, 2017, and increasing to a high of
117 in March, 2017 (this high due in large part to temporary care
of resident evacuees from another Connecticut nursing home). No
management changes reported during facility visit on 2/14/18. There
are no physical plant issues observed or reported at the Spectrum
home in Derby. The medical supply room and food storage room appear
well-stocked.

No resident concerns reported this time period. One former family
member contacted the Regional Ombudsman and reported care concerns
about parents who were both at facility at one time and both have
since passed and family member stated possible interest in
Ombudsman offer to assist with DPH complaint referral. DPH has not
confirmed they will investigate complaint referral submitted
previously related to care concerns and family requests that were
not honored. DPH did confirm they will investigate a separate
resident DPH-reported/submitted complaint related to wound care
dressing changes.

There is no change reported in the ongoing hold on the Veteran's
Administration's hold on new admissions to this home. This policy
will be maintained pending resolution of the bankruptcy
reorganization.

The PCO further reports that Spectrum Hartford, Park Place, remains
in receivership. The Ombudsman assigned to this home continues to
visit regularly. The home's census remains relatively high and
stable and no issues are reported.

The PCO also reports that the Spectrum home in Manchester,
Connecticut is comprised of the Crestfield skilled nursing facility
with 95 licensed beds and the Fenwood rest home with nursing
supervision with 60 licensed beds. The current census at Crestfield
remains stable at 80 residents.

Fenwood's census remains stable with 29 residents in house. There
have not been any recent changes in administrative positions and
there are no open staff positions. Each section of the campus
continues to present clean and well-kept.

There have not been any complaints to the Ombudsman Program during
this past reporting period. Per the Patient Care Ombudsman's
conversation with Administrator Scott Duell on March 2, 2018, he
understands that the Spectrum homes will be out of the bankruptcy
reorganization process very soon and that he is in the process of
applying for CON to convert possibly 30 beds in the Fenwood to a
SNF dementia unit.

The PCO and the Regional Ombudsmen will continue to monitor the
quality of care and services provided to the residents of this
facility and will report any changes to the Court throughout the
bankruptcy reorganization.  
                 About Spectrum Healthcare

Spectrum Healthcare LLC is a nursing home operator, owning six
nursing facilities have 716 beds and employing 725 people.

Spectrum Healthcare LLC and its affiliates previously filed Chapter
11 petitions (Bankr. D. Conn. Lead Case No. 12-22206) on Sept. 10,
2012.

Spectrum Healthcare, LLC, and its affiliates again sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn.
Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016.  The petitions
were signed by Sean Murphy, chief financial officer.

Spectrum Healthcare, LLC, disclosed $282,369 in assets and
estimated less than $1 million in liabilities.  Affiliate Spectrum
Healthcare Derby disclosed $2,068,467 in assets and estimated less
than $10 million in debt.

The Debtors are represented by Elizabeth J. Austin, Esq., Irve J.
Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley,
LLC.  Blum, Shapiro & Co., P.C., serves as their accountant and
financial advisor.

William K. Harrington, the U.S. Trustee for the District of
Connecticut, appointed Nancy Shaffer, M.A., a member of the
Connecticut Long Term Care Ombudsman's Office, as the Patient Care
Ombudsman for the Debtors.


STARS GROUP: S&P Affirms 'B+' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term corporate credit
rating on Toronto-based The Stars Group Inc. The outlook is
stable.

At the same time, S&P Global Ratings lowered its issue-level rating
on the company's first-lien debt to 'B+' from 'BB-' based on its
revision of the recovery rating on the debt to '3' from '2'. A '3'
recovery rating indicates an expectation of meaningful (50%-70%,
rounded estimate of 60%) recovery in a default scenario.

The revised recovery rating reflects the anticipated incremental
US$425 million first-lien debt issuance and upsize on the committed
revolving credit facility to US$300 million from US$100 million.
S&P expects to withdraw the ratings on the existing second-lien
debt after the transactions close.

S&P said, "The affirmation reflects our view that the company's
adjusted debt- to-EBITDA will increase modestly by 0.5x to
4.5x-5.0x over the next 12 months pro forma the debt-funded
acquisition of the Australian sport betting assets. We expect the
company to continue to generate robust free operating cash flow
(FOCF) of US$280 million-US$300 million over the next 12 months,
which will most likely be deployed to acquire online casino and
sports betting assets. We view this strategy as risky due to the
high acquisition multiples paid and lower margins generated
compared to Stars Group's existing online gambling segments. Our
ratings also reflect the execution risks associated with the
company's diversification strategy of expanding into the highly
competitive online casino and sportsbook markets and uncertainty
about entry into new jurisdictions."

The stable outlook on Stars Group reflects S&P Global Ratings' view
that the company's leading position in the online poker market will
support favorable operating margins despite the company's entry
into highly competitive online casino and sports betting market.
S&P said, "We expect Stars Group to generate good FOCF driven by
its asset-light business model and strong brand recognition. We
expect the company's growth initiatives (either organic or
acquisition-driven) will be funded with a combination of internal
cash flows and debt leading to adjusted debt-to-EBITDA of about
4.5x-5.0x over the next 12 months along with adjusted FOCF-to-debt
of 10%-11%."

S&P said, "We could lower the rating in the next 12 months if the
company is able to sustain adjusted debt-to-EBITDA above 5.0x and
FOCF-to-debt below 7.5%, because of weaker earnings and reduced
FOCF generation. We could also lower the rating on Stars Group if
the litigation charge imposed is meaningfully higher than expected,
concurrent with a large debt-funded acquisition, which could lead
to higher leverage.

"Although, unlikely over the next 12 months ,we could raise the
rating if adjusted debt-to-EBITDA falls below 4.0x and FOCF-to-debt
improves and is sustained above 12.5%. This could result from
stronger FOCF generation reflecting entry into newer jurisdictions
and better-than-expected deleveraging. At the same time, we would
expect Stars Group to commit to stronger credit measures when
taking debt-financed acquisitions into consideration."


STEREOTAXIS INC: Director Kiani Has 10.6% Stake as of March 5
-------------------------------------------------------------
Joe Kiani filed a Schedule 13D with the Securities and Exchange
Commission disclosing that as of March 5, 2018, he beneficially
owns 6,233,846 shares of common stock of Stereotaxis, Inc.,
constituting 10.6 percent of the shares outstanding.

Mr. Kiani is a member of the Board of Directors of Stereotaxis and
is entitled to receive compensation from the Company as a
non-employee director in accordance with the Company's Director
Compensation Policy, as may be amended or restated from time to
time, which may include the grant of equity awards to the Reporting
Person.  Mr. Kiani and Stereotaxis are parties to an
indemnification agreement in the standard form entered into between
the Issuer and its directors.

Mr. Kiani's is also the president and chief executive officer of
Masimo Corporation, 52 Discovery, Irvine, CA 92618.

A full-text copy of the regulatory filing is available at:

                       https://is.gd/cKWFgU

                        About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc. --
http://www.stereotaxis.com/-- is an innovative robotic technology
company designed to enhance the treatment of arrhythmias and
perform endovascular procedures.  Its mission is the discovery,
development and delivery of robotic systems, instruments, and
information solutions for the interventional laboratory.  These
innovations help physicians provide unsurpassed patient care with
robotic precision and safety, improved lab efficiency and
productivity, and enhanced integration of procedural information.
Over 100 issued patents support the Stereotaxis platform.  The core
components of Stereotaxis' systems have received regulatory
clearance in the United States, European Union, Japan, Canada,
China, and elsewhere.

Stereotaxis reported a net loss available to common stockholders of
$11.80 million on $32.16 million of total revenue for the year
ended Dec. 31, 2016, compared to a net loss available to common
stockholders of $7.35 million on $37.67 million of total revenue
for the year ended Dec. 31, 2015.

As of Sept. 30, 2017, Stereotaxis had $15.12 million in total
assets, $33.33 million in total liabilities, $5.96 million in
convertible preferred stock, and a total stockholders' deficit of
$24.16 million.


SUNLIGHT PROPERTIES: $157K Payment for BOA Plus 4.5% Interest
-------------------------------------------------------------
Sunlight Properties, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada a first amended disclosure statement in
support of its first amended plan of reorganization dated Dec. 15,
2017.

Class 1 consists of the Secured Claim of Bank of America, which is
secured by a deed of trust encumbering Debtor's real property
located at 7349 Ringquist Street, Las Vegas, Nevada.

The Holder of the Allowed Class 1 Secured Claim will be paid as set
forth in the stipulation between the Holder and Debtor, which
provides for payment of the sum of $157,000, with interest at 4.5%
per annum and amortized over a period of 30 years. The Holder of
this Claim will be paid principal and interest payments in the
amount of $795.50 per month beginning on the first day of the first
full month after the Effective Date.

Class 2 consists of the Secured Claim of Bayview Loan Servicing
which is secured by a deed of trust encumbering Debtor's real
property located at 6215 Alpine Tree, Las Vegas, Nevada.

The Holder of the Allowed Class 2 Secured Claim will be paid as set
forth in the stipulation between the Holder and Debtor, which
provides for payment of the sum of $200,000, with interest at 5.25%
per annum and amortized over a period of 30 years. The Holder of
this Claim will be paid principal and interest payments in the
amount of $1,104.41 per month beginning on June 1, 2017 and
continuing through May 1, 2047, plus escrow charges for property
taxes and insurance of $222.24 (and subject to change in accordance
with the terms of the Stipulation) for a total monthly payment of
$1,376.65. In the event of a default by Debtor post-confirmation,
the Holder will first comply with all default procedures set forth
in the Stipulation.

The Debtor will continue to exist after the Effective Date as a
separate, limited liability company with all the powers of a
corporation or limited liability company pursuant to laws of the
State of Nevada.

The Troubled Company Reporter previously reported that the Debtor
will continue to manage and rent Debtor's properties to generate
rental income sufficient to make all payments required by the
Plan.

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

     http://bankrupt.com/misc/nvb16-14894-279.pdf

                   About Sunlight Properties

Sunlight Properties, LLC filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 16-14894) on September 2, 2016, and is represented by
James D. Greene, Esq., in Las Vegas, Nevada.

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

The petition was signed by Val Grigorian, managing member.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb16-14894.pdf


TAILORED BRANDS: S&P Raises CCR to 'B+' on Proposed Refinancing
---------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Houston-based specialty retailer Tailored Brands, Inc. to 'B+' from
'B'. The outlook is stable.

S&P said, "At the same time, we assigned a 'BB-' issue-level rating
and '2' recovery rating to the term loan. The '2' recovery rating
indicates our expectation for substantial (70%-90%; rounded
estimate: 75%) recovery in the event of default. We also raised the
issue-level rating on the senior notes to 'B-' from 'CCC+'. The '6'
recovery rating is unchanged and indicates our expectation for
negligible (0% to 10%; rounded estimate: 0%) recovery in the event
of default."

The rating action reflects the consistent improvement in operating
trends at Men's Wearhouse and Jos. A. Bank throughout fiscal 2017,
along with strengthening credit metrics as a result of enhanced
company profitability and meaningful debt repayment. Positive
operating trends in 2017 culminated in the fourth quarter, with
both brands delivering positive comparable sales. S&P said, "We
expect positive trends to continue over the next 12 months, as we
believe that the company's emphasis on enhanced marketing,
expansion of the custom business, and continued investment in
personalization solutions such as Look Finder will drive growth in
the short term and will put the company in a better position to
compete and succeed in the long term. E-commerce has not yet
disrupted the menswear industry as significantly as some other
areas of apparel retail because of the higher importance for
personal fit. However, we believe competition from e-commerce will
become more of a threat as technology improves, and Tailored
Brands' initiatives, such as building an affordable custom clothing
business, will help better position the company for that
competition."

S&P said, "The stable outlook reflects our view that credit metrics
will improve moderately over the next 12 months due to a
combination of EBITDA growth and continued healthy debt repayment.
We forecast FFO to debt of around 19% and fixed-charge coverage of
around 1.9x at fiscal year-end 2018.

"We could lower the ratings if Tailored Brands is unable to
maintain its recent positive momentum, and operating trends turn
negative on an extended basis as a result of increased competition
from department stores and e-commerce retailers, ineffective
marketing, and/or inability to execute on key growth initiatives.
Under this scenario, company-wide comparable sales would decline in
the low-to-mid single digits, with one or both of the Men's
Wearhouse and Jos. A. Bank brands in negative territory, and EBITDA
margin would decrease by 100 bps below our base-case forecast. This
would lead to FFO to debt in the mid-teens range and fixed-charge
coverage in the mid-1.0x area despite a moderate level of debt
repayment.

"We could raise the rating if the company can sustain good
operating trends at Jos. A. Bank and Men's Wearhouse, resulting in
positive comparable-sales at both brands and stable or improving
company-wide EBITDA margin, while also continuing to repay
meaningful portions of its outstanding debt with healthy free
operating cash flow generation. This could happen if the company
can continue to successfully execute on marketing and merchandising
that resonates with consumers, as well as further grow its custom
business. Under this scenario, FFO to debt would be in the low-20%
range, and fixed-charge coverage would be in the low-to-mid 2.0x
area. We could also raise the rating if consistent improvement in
operating metrics, supply chain efficiency, and omnichannel
capabilities ultimately lead us to assess the company's business
more favorably."



TOYS "R" US: Canadian Operations Unaffected by US Biz Winddown
--------------------------------------------------------------
BankruptcyData.com reported that Toys "R" Us (Canada) announced
that it is unaffected by the recent Toys "R" Us motion seeking U.S.
Bankruptcy Court approval to begin the process of conducting an
orderly wind-down of its U.S. business. The release notes that Toys
"R" Us Canada "remains committed to serving its customers in all of
its 82 stores across Canada." Toys "R" Us Canada's business is
managed in Canada, operates autonomously from U.S. operations and
continues to be a stable and profitable market leader in Canada.
The Company notes that Toys "R" Us Canada has "strong cash and
liquidity position and is able to continue business operations
without disruption." Toys "R" Us and its advisors are currently
pursuing a going concern sale of Toys "R" Us Canada and are in
active discussions regarding a transaction that would result in an
acquisition of the entire Canadian business. To that end, Toys "R"
Us is seeking Court approval of a process for the sale of its
equity interest in Toys "R" Us Canada.

                       About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area.  Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is a privately owned entity but still files with the
Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.  In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice.  The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel.  Kutak Rock
LLP serves as co-counsel.  Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker.  It hired Prime Clerk LLC as
claims and noticing agent.  A&G Realty Partners, LLC, serves as its
real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.  The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.

                        Toys "R" Us UK

Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and
3,000 employees, was sent into administration in the United Kingdom
in February 2018.

Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018.  The Administrators now manage the affairs,
business and property of the Company.

The Administrators said they will make every effort to secure a
buyer for all or part of the business.

                    Liquidation of U.S. Stores

Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.


TOYS "R" US: Landlords Object to Asset Sale Bid Procedures
----------------------------------------------------------
BankruptcyData.com reported that DDR Corp., GGP LP, Shopcore
Properties, Philips International, National Retail Properties,
National Realty & Development, Rouse Properties, Basser-Kaufman,
Regency Centers, Aston Properties, DLC Management, Benderson
Development Company and Hines Global REIT (collectively,
"Landlords") and Pappas Union City and Weingarten Realty Investors
filed with the U.S. Bankruptcy Court separate objections to Toys
"R" Us' motion for entry of an order (i) establishing bidding
procedures, (ii) approving the sale of certain real property and
leases and (iii) granting related relief.

According to the report, the Landlords assert, "In complete
disregard for the clear adequate assurance requirements for
Landlords found in section 365(b)(3) of the Bankruptcy Code, the
Debtors do not require bidders to provide adequate assurance and do
not indicate when such information would be transmitted to
Landlords, if provided. Despite not providing this statutorily
mandated information, the Debtors provide interested parties just 3
days to evaluate and object to the sales and assignments. This
timeline is grossly inadequate and should be revised as described
in this Objection. Without citing to any authority, the Debtors
also seek to sell real property leases to third parties or backup
bidders without providing any notice to landlords (or any other
party). These procedures deprive Landlords of their right to
adequate assurance of the new tenant's ability to perform and force
Landlords to bear the risk that a tenant of the Debtors' choosing
cannot abide by the lease terms. Landlords cannot be blindsided by
new tenants whose very presence may violate use, radius, or tenant
mix restrictions. The Debtors should only be permitted to market
leases at non-debtor locations with the written consent of the
applicable Landlord. The Debtors have not articulated a legitimate
reason for violating the Landlords' statutorily mandated rights."

                       About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area.  Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is a privately owned entity but still files with the
Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.  In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice.  The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel.  Kutak Rock
LLP serves as co-counsel.  Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker.  It hired Prime Clerk LLC as
claims and noticing agent.  A&G Realty Partners, LLC, serves as its
real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.  The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.

                        Toys "R" Us UK

Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and
3,000 employees, was sent into administration in the United Kingdom
in February 2018.

Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018.  The Administrators now manage the affairs,
business and property of the Company.

The Administrators said they will make every effort to secure a
buyer for all or part of the business.

                    Liquidation of U.S. Stores

Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.


TRANS-LUX CORP: Lender Waives Covenant Defaults Until March 31
--------------------------------------------------------------
Trans-Lux Corporation and its wholly-owned subsidiaries Trans-Lux
Display Corporation, Trans-Lux Midwest Corporation and Trans-Lux
Energy Corporation, as borrowers, entered into an Eighth Amendment
to the Credit and Security Agreement with SCM Specialty Finance
Opportunities Fund, L.P., as lender, dated July 12, 2016, as
amended.  The Eighth Amendment waives certain defaults and expected
defaults relating to certain financial covenants through test
periods ending March 31, 2018 and changes the applicable margin on
the revolving loan from 4.0% over the prime rate to 6.0% over the
prime rate.  A full-text copy of the Eighth Amendment to Credit and
Security Agreement is available for free at:

                      https://is.gd/zxlXNJ

                         About Trans-Lux

Headquartered in New York, Trans-Lux Corporation designs and makes
digital display solutions, fixed digit scoreboards and LED lighting
fixtures and lamps.

Trans-Lux reported a net loss of $611,000 for the year ended Dec.
31, 2016, following a net loss of $1.74 million for the year ended
Dec. 31, 2015.  As of Sept. 30, 2017, Trans-Lux had $15.23 million
in total assets, $19.05 million in total liabilities and a total
stockholders' deficit of $3.82 million.

The report from the Company's independent accounting firm Marcum
LLP, in Hartford, CT, on the consolidated financial statements for
the year ended Dec. 31, 2016, includes an explanatory paragraph
stating that the Company has suffered recurring losses from
operations and has a significant working capital deficiency that
raise substantial doubt about its ability to continue as a going
concern.



TSC/MAYFIELD: Case Summary & 14 Unsecured Creditors
---------------------------------------------------
Debtor: TSC/Mayfield, LLC
        8600 Snowden River Parkway, Suite 207
        Columbia, MD 21045

Business Description: TSC/Mayfield, LLC is a privately held
                      company in Columbia, Maryland, engaged in
                      activities related to real estate.  The
                      Company is the fee simple owner of five real
                      properties in Odenton, Maryland having an
                      aggregate value of $3.54 million.

Chapter 11 Petition Date: March 19, 2018

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Case No.: 18-13611

Debtor's Counsel: David W. Cohen, Esq.
                  LAW OFFICE OF DAVID W. COHEN
                  1 N. Charles St., Ste. 350
                  Baltimore, MD 21201
                  Tel: (410) 837-6340
                  Email: dwcohen79@jhu.edu

Total Assets: $3.54 million

Total Liabilities: $2.78 million

The petition was signed by Bruce S. Jaffe, manager.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 14 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/mdb18-13611.pdf

Pending bankruptcy cases of affiliates:

  Debtor                       Petition Date      Case No.
  ------                       -------------      --------
Chapeldale Properties, LLC       12/21/17         17-26995
College Park Investments, LLC    09/22/17         17-22678
Stein Properties, Inc.           09/22/17         17-22680
TSC/Green Acres Road, LLC        11/28/17         17-15912
TSC/JMJ Snowden RiverSouth, LLC  10/23/17         17-24510
TSC/Nester's Landing, LLC        11/28/17         17-25913


VENOCO LLC: Files Joint Chapter 11 Plan of Liquidation
------------------------------------------------------
Venoco, LLC, and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a combined disclosure
statement and joint chapter 11 plan of liquidation dated March 6,
2018.

The Combined Disclosure Statement and Plan contemplates the
liquidation and dissolution of the Debtors and the resolution of
all outstanding Claims and Interests. The Combined Disclosure
Statement and Plan is the product of negotiations between the
Debtors and many of their stakeholders, and reflects support from
many key Creditors to have their Claims treated as General
Unsecured Claims to facilitate distributions on account of Allowed
Claims, effect an orderly wind-down of the Debtors' operations, and
authorize the formation of a Liquidating Trust as the Debtors'
successor in interest following the Effective Date.

Class 4 under the liquidation plan consists of the general
unsecured claims. Each holder of an Allowed General Unsecured Claim
will receive from the Liquidating Trust its Ratable Share of the
Liquidating Trust Interests, entitling each such holder to its
Ratable Share of the Liquidating Trust Distributable Assets (minus
the portion of Cash held in the Liquidating Trust for payment of
the Class 3 recoveries). Projected recovery for this class is
2-5%.

Prior to or on the Effective Date, the Debtors will execute a
Liquidating Trust Agreement in substantially the same form as set
forth in the Plan Supplement. Any nonmaterial modifications to the
Liquidating Trust Agreement made by the Debtors prior to the
Effective Date will be ratified. The Liquidating Trust Agreement
will contain provisions permitting the amendment or modification of
the Liquidating Trust Agreement necessary to implement the
provisions of the Combined Disclosure Statement and Plan.

On or before the Effective Date, the Debtors will create and fund
with Cash the Wind-down Account in the amount necessary to fund the
Wind-down Budget, including amounts necessary to pay the fees and
expenses of the Liquidating Trustee's professionals, and the amount
necessary to pay in full (or reserve for) accrued but unpaid
Allowed Administrative Expense Claims (other than Professional Fee
Claims), Allowed Priority Tax Claims, Allowed Secured Claims,
Allowed Other Priority Claims, and Allowed Convenience Claims. For
the avoidance of doubt, the Wind-down Account is separate from and
does not include the Fee Escrow Account.

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

     http://bankrupt.com/misc/deb17-10828-816.pdf

                         About Venoco

Venoco, LLC, is a California-based and privately owned independent
energy company primarily focused on the acquisition, exploration,
production and development of oil and gas properties.  As of April
2017, Venoco held interests in approximately 57,859 net acres, of
which approximately 40,945 are developed.

In the midst of a historic collapse in the oil and gas industry,
Venoco, Inc. -- the predecessor in interest to Venoco, LLC -- and
six of Venoco, Inc.'s affiliates commenced voluntary Chapter 11
cases (Bankr. D. Del. Lead Case No. 16-10655) on March 18, 2016, in
Delaware to address their overleveraged capital structure.  In
under four months, the 2016 Debtors confirmed a plan eliminating
more than $1 billion in funded debt and other liabilities.

On April 17, 2017, each of Venoco, LLC, and six of its subsidiaries
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-10828).   As of the bankruptcy filing, the Debtors estimated
assets in the range of $10 million to $50 million and liabilities
of up to $100 million.

Judge Kevin Gross presides over the 2017 cases.  

The Debtors have hired Morris, Nichols, Arsht & Tunnell LLP and
Bracewell LLP as counsel; Zolfo Cooper LLC as restructuring and
turnaround advisor; Seaport Global Securities LLC as financial
advisor; and Prime Clerk LLC as claims, noticing and balloting
agent.


VIDANGEL INC: Hires Kaplan Voekler Cunningham as Special Counsel
----------------------------------------------------------------
VidAngel, Inc., seeks authority from the U.S. Bankruptcy Court for
the Utah, Central Division, to employ Kaplan, Voekler, Cunningham &
Frank, PLC as special counsel.

KVCF  will advise the Debtor on matters relating to the
restructuring of the Debtor, including formation of a broker-dealer
and transfer agent, and creation of agreements related to intended
new business lines of the Debtor.

KVCF will be paid at a fixed-cost basis of $375,000 to be paid as:


    (1) $100,000 in monthly installments of with an initial monthly
payment of $16,000, and $7,000 thereafter, and the balance of the
$100,000 due in December; and

    (2) the balance of $275,000 paid in non-statutory options for
203,706 shares of common stock from VidAngel's authorized option
pool with the trigger price set at the lesser of $3.00 or the
current fair market price at the time of issuance, issued pursuant
to a filed Chapter 11 Plan of Reorganization.

Robert R. Kaplan, Jr. attests that KVCF has no direct or indirect
relationship to, connection with, or interest in the Debtor, any of
the Debtor's creditors, any other party in interest, any of their
respective attorneys and accountants, the United States Trustee, or
any person employed in the office of the United States Trustee.

The counsel can be reached through:

     Robert R. Kaplan, Jr., Esq.
     Kaplan, Voekler, Cunningham & Frank, PLC
     1401 E. Cary St.
     Richmond, VA 23219
     Fax: (804) 823-4099
     Phone: (804) 823-4000

                        About VidAngel Inc.

VidAngel is an entertainment platform empowering users to filter
language, nudity, violence, and other content from movies and TV
shows on modern streaming devices such as iOS, Android, and Roku.
The company's newly launched service empowers users to filter via
their Netflix, Amazon Prime, and HBO on Amazon Prime accounts, as
well as enjoy original content produced by VidAngel Studios.  Its
signature original series, Dry Bar Comedy, now features the world's
largest collection of clean standup comedy, earning rave reviews
from fans nationwide.

VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition
(Bankr. D. Utah Case No. 17-29073) on Oct. 18, 2017.  In the
petition signed by CEO Neal Harmon, the Debtor estimated $1 million
to $10 million in both assets and liabilities.  

Judge Kevin R. Anderson presides over the case.

J. Thomas Beckett, Esq., at Parsons Behle & Latimer, serves as
bankruptcy counsel to the Debtor.  The Debtor hired Durham Jones &
Pinegar and Baker Marquart LLP as its special counsel; and Tanner
LLC as its auditor and advisor.  The Debtor also hired economic
consulting expert Analysis Group, Inc.  The Debtor tapped Stris &
Maher LLP as special counsel in the Debtor's Appellate Case.


W&T OFFSHORE: Forms Joint Venture to Drill 14 Projects in GOM
-------------------------------------------------------------
W&T Offshore, Inc., has entered into joint exploration and
development agreements with a group of investors to drill up to 14
specified projects in the Gulf of Mexico over the next three plus
years.

Key Highlights of the Drilling Program:

   * Anticipated project level commitment of up to $419.6 million,
     including W&T Offshore's commitment, for development of 14
     identified projects in the Gulf of Mexico with potential to
     upsize over time with additional projects

   * W&T initially receives 30.0% of the net revenues from the
     drilling program wells for contributing 20.0% of the total
     well costs plus associated leases and providing access to
     available infrastructure

   * Upon the Investor Group achieving certain return thresholds,
     W&T's share of well net revenue increases to 38.4%

   * Allows W&T to develop its drilling inventory at a faster pace

     and with a greatly reduced capital outlay

   * W&T receives an initial cash reimbursement of approximately
     $20 million for costs already incurred in relation to the
     drilling of some of the initial wells that had already
     commenced drilling or where some work activity had commenced
     on wells that are included in the drilling program

Mr. Tracy Krohn, W&T Offshore's chairman and chief executive
officer, stated, "We are extremely pleased to form this multi-year
joint exploration and development program that will allow us to
continue unlocking the value of our significant drilling
opportunities while drastically reducing our capital expenditures.
The Drilling Program will allow us to accelerate the development of
our high return inventory to bring significant cash back to the
corporate entity, while maintaining the flexibility to manage our
balance sheet and pursue additional accretive acquisition
opportunities in the Gulf of Mexico as other operators exit.  Plus,
by contributing inventory and our operating expertise, W&T will
receive both a front-end and back-end promote that should
compensate us for the leases that we are contributing and also
substantially enhance our return on investment," concluded Mr.
Krohn.

W&T and the initial Investor Group have formed a joint venture
investment entity that will jointly participate in the drilling and
development of a specified group of wells on W&T-held leases and
producing acreage in the Gulf of Mexico.  The Investor Group is led
by an entity owned and controlled by funds managed by HarbourVest
Partners, a Boston based private equity fund sponsor with over $40
billion of assets under management.  The initial Investor Group
will also include a minority investment by an entity owned and
controlled by Mr. Krohn and his family.  The Krohn entity will
invest on the same terms and conditions as were negotiated with
HarbourVest Partners and its investment will be limited to 4% of
total invested capital of the joint venture.

The initial Investor Group and W&T have agreed to an aggregate
initial capital commitment of $230.5 million (subject to increase
up to a maximum commitment of $275.9 million upon additional
investors joining the Drilling Program), which is sufficient to
fund the drilling, completion and tie-in of a number of the project
wells.  W&T expects that more institutional investors will join the
Drilling Program shortly which would increase the total cash
commitment to drill the full complement of 14 projects.

W&T is contributing 88.94% of its working interest in the 14
projects to the joint venture entity and retaining an 11.06%
working interest.  The group of wells is from W&T's existing
drilling inventory and is expected to be drilled over the next
three years.  W&T has also agreed to make a cash commitment to the
joint venture entity for approximately 8.94% of the total cash
commitments to the entity.  The total initial W&T cash commitment
to the Drilling Program, including its commitment with respect to
its retained working interest, is $46.1 million (which is subject
to an increase to a maximum commitment of $83.9 million upon
additional investors joining the Drilling Program).

After taking into account the working interest retained by W&T and
the interests in the joint venture entity received by W&T, the
Investor Group will initially receive 70% of the net revenues from
the group of wells for 80% of the total well costs, while W&T will
initially receive 30% of net revenues for 20% of the total well
costs. Total well costs include drilling, completion and tie-in of
each of the wells in the program, as well as plug and abandonment
obligations.  W&T is the operator of a number of the wells in the
program.  Once the Investor Group participating in a well in the
drilling program achieves certain return thresholds with respect to
that well, W&T will receive 38.4% of the net revenues attributable
to that well.

Stifel Nicolaus / Eaton Partners acted as exclusive placement agent
and structuring adviser to W&T Offshore.

                       About W&T Offshore

Based in Houston, Texas, W&T Offshore, Inc. --
http://www.wtoffshore.com/-- is an independent oil and natural gas
producer with operations offshore in the Gulf of Mexico and has
grown through acquisitions, exploration and development.   The
Company currently has working interests in approximately 49
producing fields in federal and state waters and has under lease
approximately 700,000 gross acres, including approximately 470,000
gross acres on the Gulf of Mexico Shelf and approximately 230,000
gross acres in the deepwater.  A majority of the Company's daily
production is derived from wells it operates.

W&T Offshore reported net income of $79.68 million on $487.09
million of revenues for the year ended Dec. 31, 2017, compared to a
net loss of $249.02 million on $399.98 million of revenues for the
year ended Dec. 31, 2016.  As of Dec. 31, 2017, W&T Offshore had
$907.58 million in total assets, $1.48 billion in total liabilities
and a total shareholders' deficit of $573.50 million.

                          *     *     *

As reported by the TCR on April 14, 2017, S&P Global Ratings
affirmed its 'CCC' corporate credit rating on U.S.-based oil and
gas exploration and production (E&P) company W&T Offshore Inc.  The
rating outlook is negative.  "The affirmations follow our review of
W&T's capital structure and credit profile in light of challenging
conditions in the offshore E&P industry," said S&P Global Ratings
credit analyst Kevin Kwok.


WALLER MARINE: Taps Anderson Burnside as Special Litigation Counsel
-------------------------------------------------------------------
Waller Marine, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas, Houston Division, to hire
Anderson Burnside PLLC as special litigation counsel.

     i. prepare and file of all appropriate, answers, motions and
other legal papers as necessary to further the Debtor/Defendant's
interests and objectives in the adversaries;

    ii. assist the Debtor/Defendant in analyzing the claims of the
creditors and in negotiating with such creditors; and

   iii. assist the Debtor in any matters relating to or arising out
of the Gelman Adversary and Diversity Max Litigation.

Anderson Burnside's hourly rate:

     Blair Burnside     $300
     Jonathan Anderson  $300

Anderson will charge $175 per hour for work of legal assistants.

Blair Burnside, partner with the law firm Anderson Burnside PLLC,
attests that Anderson does not have any relationship to the
creditors or interested parties involved in the Gelman Adversary,
Canyon Supply Adversary, and Diversity Max Litigation which would
be adverse as to the interests of the Debtors.

The counsel can be reached through:

     Blair Burnside, Esq.
     Anderson Burnside PLLC
     1627 W. Alabama
     Houston, TX 77006
     Phone: (713) 325-0301
     Fax: (713) 325-0302

                     About Waller Marine

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.

Christopher Adams, Esq., at Okin & Adams LLP, serves as the
Debtor's bankruptcy counsel.


WDH CONTRACTOR: Hires Tenina Law as General Counsel
---------------------------------------------------
WDH Contractor Services, LLC seeks authority from the U.S.
Bankruptcy Court for the Central District of California, Los
Angeles Division, to hire Tenina Law, Inc. as general counsel.

Services to be rendered by Tenina Law are:

     (1) review and examine documents and facts, formulate
strategies, discuss legal issues pertaining to the facts of this
case (pre-petition);

     (2) prepare and file voluntary petition, schedules and
statements;

     (3) explain requirements set by the United States Trustee that
have to be performed immediately after commencement of the case and
throughout the duration of the case;

     (4) prepare various documents that have to be filed with the
United States Trustee immediately after the commencement of the
case, including the "7 day Package" and monthly operating reports;

     (5) advise on any and all reporting requirements and amounts
of quarterly fees set by the United States Trustee's Guidelines and
assist in timely compliance with those guidelines;

     (6) research arising issues, prepare and file all necessary
pleadings to effectively represent Debtor's in Possession and
estate's best interest;

     (7) recover and/or administer any and all assets of the
estate, review proofs of claim and, if necessary, object to them;

     (8) if necessary, restructure unsecured debts, determine the
extent of secured interests of the secured and under-secured
creditors, if applicable, file moving papers to assume or reject
executory contracts on personal properties and unexpired lease on
the non-residential commercial property, formulate a disclosure
statement and a plan, seek approval of a disclosure statement and
confirmation of a plan, apply for a discharge order and perform any
other tasks necessary for the successful reorganization;

     (9) if there is cash collateral, seek court approval to use
cash collateral, establish the budget of expenditures for the
estate, provide adequate protection to secured creditors, hire an
independent business appraiser, accountant(s) and any other
professionals as the case necessitates; and

    (10) seek court orders in any other related matter arising in
this case.

Tenina Law's hourly rates are:

     Alla Tenina, Esq.        $400
     Dmitry Merrit, Esq.      $350
     Paralegal services       $150

Alla Tenina, principal attorney of Tenina Law, Inc., attests that
he and his firm do not have interests materially adverse to the
interest of the estate, or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor or for any other
reason. He and his firm do not hold or represent an interest
adverse to the estate.

The counsel can be reached through:

     Alla Tenina, Esq.
     TENINA LAW INC.
     15250 Ventura Bvld, Suite 601
     Sherman Oaks, CA 91403
     Phone: 213-596-0265

                About WDH Contractor Services

Based in Lancaster, California, WDH Contractor Services, LLC,
specializes in carpentry framing repair, interior trim & moldings
install, interior trim & moldings repair, wood stairs & railings
install, wood stairs & railings repair and general construction.

WDH Contractor Services filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 18-11701) on Feb. 16, 2018, estimating under $1
million in both assets and liabiltiies.  Alla Tenina, Esq., at
Tenina Law Inc., is the Debtor's counsel.


WEINSTEIN COMPANY: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: The Weinstein Company Holdings LLC
             99 Hudson Street, 4th Floor
             New York, NY 10013

Type of Business: Founded in 2005 by Robert and Harvey Weinstein,
                  The Weinstein Company Holdings LLC is a "mini-
                  major" film and television production studio
                  that creates, produces, and distributes feature
                  films and premium television content for the
                  U.S. and international markets.  The Company's
                  assets consist primarily of intellectual
                  property, distribution rights, and cash flows
                  related to its film library, television
                  productions, and portfolio of unreleased films.
                  The Company has produced numerous critically
                  acclaimed and commercially successful films,
                  receiving 23 Academy Awards, including Academy
                  Awards for Best Picture for The Artist and The
                  King's Speech, and 113 Academy Award
                  nominations.  The Company has 85 full-time
                  employees and 12 independent contractors as of
                  the Petition Date.  The Company's principal
                  executive offices are located in New York, New
                  York and in Los Angeles, California.  Visit
                  www.WeinsteinCo.com for more information.

Chapter 11 Petition Date: March 19, 2018

Fifty-five related entities that simultaneously sought Chapter 11
protection:

      Debtor                                         Case No.
      ------                                         --------
      The Weinstein Company Holdings LLC (Lead)      18-10601
      Avenging Eagle SPV, LLC                        18-10602
      TWC Waco SPV, LLC                              18-10603
      Small Screen Productions LLC                   18-10604
      Small Screen Trades LLC                        18-10605
      Twenty O Five Holdings, LLC                    18-10606
      Branded Partners LLC                           18-10607
      W Acquisition Company LLC                      18-10608
      Spy Kids TV Borrower, LLC                      18-10609
      Check Hook LLC                                 18-10610
      WC Film Completions, LLC                       18-10611
      Team Players LLC                               18-10612
      Weinstein Books, LLC                           18-10613
      The Actors Group LLC                           18-10614
      CTHD 2 LLC                                     18-10615
      Weinstein Development LLC                      18-10616
      The Giver SPV, LLC                             18-10617
      Weinstein Global Funding Corp.                 18-10618
      Cues TWC (ASCAP), LLC                          18-10619
      The Weinstein Company LLC                      18-10620
      Weinstein Global Film Corp.                    18-10621
      Tulip Fever LLC                                18-10622
      Current War SPV, LLC                           18-10623
      Weinstein Productions LLC                      18-10624
      TWC Borrower 2016, LLC                         18-10625
      Weinstein Television LLC                       18-10626
      DRT Films, LLC                                 18-10627
      TWC Domestic LLC                               18-10628
      WTV Guantanamo SPV, LLC                        18-10629
      TWC Fearless Borrower, LLC                     18-10630
      DRT Rights Management LLC                      18-10631
      WTV JCP Borrower 2017, LLC                     18-10632
      TWC Library Songs (BMI), LLC                   18-10633
      FFPAD, LLC                                     18-10634
      WTV Kalief Browder Borrower, LLC               18-10635
      TWC Loop LLC                                   18-10636
      WTV Scream 3 SPV, LLC                          18-10637
      TWC Mist, LLC                                  18-10638
      HRK Films, LLC                                 18-10639
      WTV Yellowstone SPV, LLC                       18-10640
      TWC Polaroid SPV, LLC                          18-10641
      InDirections LLC                               18-10642
      TWC Production-Acquisition Borrower 2016, LLC  18-10643
      InteliPartners LLC                             18-10644
      ISED, LLC                                      18-10645
      TWC Production, LLC                            18-10646
      MarcoTwo, LLC                                  18-10647
      TWC Replenish Borrower, LLC                    18-10648
      TWC Short Films, LLC                           18-10649
      One Chance LLC                                 18-10650
      TWC Untouchable SPV, LLC                       18-10651
      PA Entity 2017, LLC                            18-10652
      Paddington 2, LLC                              18-10653
      PS Post LLC                                    18-10654
      Scream 2 TC Borrower, LLC                      18-10655

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

Judge: Hon. Mary F. Walrath

Debtors'
Bankruptcy
Counsel:                   Paul H. Zumbro, Esq.
                           George E. Zobitz, Esq.
                           Karin A. DeMasi, Esq.
                           CRAVATH, SWAINE & MOORE LLP
                           Worldwide Plaza
                           825 Eighth Avenue
                           New York, NY 10019
                           Tel: (212) 474-1000
                           Fax: (212) 474-3700
                           Email: pzumbro@cravath.com
                                  jzobitz@cravath.com
                                  kdemasi@cravath.com

                              - and -

                           Mark D. Collins, Esq.
                           Paul N. Heath, Esq.
                           Zachary I. Shapiro, Esq.
                           Brett M. Haywood, Esq.
                           David T. Queroli, Esq.
                           RICHARDS, LAYTON & FINGER, P.A.
                           One Rodney Square
                           920 North King Street
                           Wilmington, DE 19801
                           Tel: (302) 651-7700
                           Fax: (302) 651-7701
                           Email: collins@rlf.com
                                  heath@rlf.com
                                  shapiro@rlf.com
                                  haywood@rlf.com
                                  queroli@rlf.com

Debtors'  
Restructuring
Advisors:                  FTI CONSULTING, INC.
                           Three Times Sq, 9th Floor
                           New York, NY 10036
                           www.fticonsulting.com
                           Attn: Robert Del Genio
                                 Luke Schaeffer
                                 Thomas Ackerman
                                  Greg Milne
                           Email: bob.delgenio@fticonsulting.com
                                  luke.schaeffer@fticonsulting.com



Debtors'
Investment
Bankers:                   MOELIS & COMPANY LLC

Debtors'
Claims and
Noticing
Agent:                     EPIQ BANKRUPTCY SOLUTIONS, LLC
                           Web site:  
                           http://dm.epiq11.com/#/case/TWC/info

Estimated Assets: $500 million to $1 billion

Estimated Liabilities: $500 million to $1 billion

The petitions were signed by Robert Del Genio, chief restructuring
officer.

A full-text copy of The Weinstein Company Holdings LLC's petition
is available for free at:

              http://bankrupt.com/misc/deb18-10601.pdf

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Sartraco, Inc.                    Judgment Creditor    $17,367,331
c/o Leto Bassuk
777 Brickwell Ave., Ste. 600
Miami, FL 33131
Justin Leto, Larry Bassuk
Tel: 305-577-8448
Email: JLetto@letobassuk.com;
       lbassuk@letobassuk.com

Wanda Pictures                           Film          $14,407,220
F18, BlockC, Century Square           Participant
No. 352, Qingyang Rd.                   Vendor
Lanzhou 730030 China
Tian Di
Tel: 1-880-942-1670
Email: Rhcnpa.com

Palisades Media Group Inc.              Trade          $13,731,757
1620 26th St. Suite 200S                Vendor
Santa Monica, CA 90404
Contact: Russell Dean
Tel: 310-564-5465
Fax: 310-828-7852

Boies, Schiller &                        Film           $5,697,646
Flexner (1999) LLC                    Participant
2200 Corporate Blvd, N.W.                Vendor
Boca Raton, FL 33431
Sherri Venticinque-Presti
Tel: 561-886-6000
Fax: 561-886-6006

Viacom International                  Trade Vendor      $5,613,918
1515 Broadway
New York, NY 10036
W. Keyes Hill-Edgar
Tel: 212-846-6491
Fax: 201-422-6628

Cross City Farms Ltd                  Trade Vendor      $5,610,000
74 Rivington Street
London EC2A 3AY United Kingdom
Layla Zhang
Tel: 61-2-9357-0700
Email: lz@see-saw-films.com

Boies, Schiller & Flexner LLP         Professional      $4,499,926
2200 Corporate Blvd, N.W.               Services
Boca Raton, FL 33431
Sherri Venticinque-Presti
Tel: 561-886-6000
Fax: 561-886-6006

Sony Pictures Entertainment               Film          $3,720,566
10202 West Washington Blvd             Participant
Culver City, CA 90232                     Vendor
David A. Steinberg
Tel: 310-244-6070
Fax: 310-244-8103

Fintage Collection Account Mgmt BV    Trade Vendor      $3,327,588
Schipholweg 71 2316 ZL
Leiden The Netherlands
Marcel Hoogenberk
Tel: 31-71-565-9928
Email: marcel.hoogenberk@fintagehouse.com

O'Melveny & Myers LLP                  Professional     $3,154,077
1999 Avenue of the Stars 8th FL          Services
Los Angeles, CA 90067-6035
Matthew Erramouspe
Tel: 310-553-6700
Fax: 310-246-6779

Light Chaser Animation                 Trade Vendor     $2,250,000
Art Base One
Cuigezhuang Chaoyang District
Beijing 100103 China
Zhou Yu
Email: Gary@lightchaseranimation.com

Lavely and Singer's Client Trust       Trade Vendor     $2,000,000
2049 Century Park East, Suite 2400
Los Angeles, CA 90067
Martin S. Singer
Tel: 310-556-3501
Fax: 310-556-3615

Kasima, LLC                            Trade Vendor     $1,936,625
100 Enterprise Drive, Suite 505
Rockaway, NJ 07866
Mark Kurtz
Tel: 201-252-4141
Fax: 201-512-4215

Allied Integrated Marketing               Trade         $1,931,607
233 Broadway, 13th FL                     Vendor
New York, NY 10279
Adam Cinque
Tel: 212-819-8144
Email: ACinque@alliedim.com

Greenberg Glusker Fields               Professional     $1,820,078
1900 Avenue of the Stars, Suite 2100     Services
Los Angeles, CA 90067-4590
Bert Fields
Tel: 310-785-6842
Email: bfields@greenbergglusker.co

BRB International, S.A.                   Trade         $1,750,000
Autovia Fuencarral-Alcobendas,            Vendor
KM12220
Madrid 28049 Spain
Carlos Biern
Tel: 31 475 560 300
Fax: 31 475 560 144
Email: info@brbbv.com

Creative Artist Agency                    Trade         $1,494,537
2000 Ave of the Stars,                    Vendor
Los Angeles, CA 90067
Marissa Hughes
Tel: 424-288-2000
Email: Trustfollowuplz@caa.com

Debevoise & Plimpton LLP               Professional     $1,438,254
919 Third Avenue                         Services
New York, NY 10022
Helen V. Cantwell
Tel: 212-909-6000
Email: hcantwell@debevoise.com

Y Theatrical LLC                           Film         $1,385,146
9130 West Sunset Blvd.                 Participant
Los Angeles, CA 90069                     Vendor
David Barnes
Tel: 310-789-7200
Email: david.barnes@yucaipaco.com

Technicolor                               Trade         $1,364,802
Dept. no 7658                             Vendor
Los Angeles, CA 90088-7658
Hunter Simon
Tel: 805-445-1122
Email: Hunter.Simon@technicolor.com

Acacia Filmed Entertainment               Trade         $1,310,832
150 Melacon Road,                         Vendor
Marksvulle, LA 71351
Matthew George
Tel: 609 330 3930
Email: Matt@acaciafilmedentertainment.com

Speedee Distribution, LLC                 Trade         $1,250,000
150 W 22nd St. Fl. 9                      Vendor
New York, NY 10011-6556
Glen Basner
Tel: 917-484-8918
Fax: 917-484-8901
Email: gbasner@filmnation.com

American Express Card Member              Trade         $1,243,350
Wire Depository                           Vendor
1 Chase Plaza,
New York, NY 10081
Christina Nunez-Gonzalez
Tel: 602-537-6385
Email: Christina.E.Nunez-
Gonzalez@aexp.com

Walt Disney Pictures and                   Film         $1,137,734
Television                             Participant
500 S Buena Vista St.                     Vendor
Burbank, CA 91521
Chris Arroyo
Tel: 818-560-1000
Email: Chris.Arroyo@disney.com

Seyfarth Shaw LLP                      Professional     $1,114,433
233 South Wacker Drive                   Services
Suite 8000
Chicago, IL 60606
Gerald L. Maatman, Jr.
Tel: 312-460-7965
Email: gmaatman@seyfarth.com

22nd and Indiana Incorporated              Film           $940,706
c/o Creative Artists Agency             Participant
2000 Avenue of the Stars                  Vendor
Los Angeles, CA 90067
Marissa Hughes
Tel: 424-288-2000
Email: Trustfollowuplz@caa.com

Canal Productions                          Film           $940,706
c/o Creative Artists Agency            Participant
2000 Avenue of the Stars                  Vendor
Los Angeles, CA 90067
Marissa Hughes
Tel: 424-288-2000
Email: Trustfollowuplz@caa.com

Kanzeon Corp                               Film           $940,706
4020 Mandeville Canyon Rd               Participant
Los Angeles, CA 90049                     Vendor
David O. Russell
Tel: 424-288-2000
Email: Trustfollowuplz@caa.com

Phase 2 Digital Cinema Corp.               Trade          $902,806
902 Broadway 9th Fl                        Vendor
New York, NY 10010
Frank Lupo
Tel: 212-206-8600
Email: flupo@cinedigm.com

Barnes & Thornburg                     Professional       $858,994
2029 Century Park East, Suite 300        Services
Los Angeles, CA 90067-2904
Leasa Anderson
Tel: 310-284-3880
Email: Leasa.Anderson@btlaw.com


WEINSTEIN COMPANY: Files for Ch. 11 with $310M Deal with Lantern
----------------------------------------------------------------
The Weinstein Company Holdings LLC, the New York-based film studio
co-founded by now disgraced movie mogul Harvey Weinstein, has
sought Chapter 11 protection in Delaware with a deal to sell most
of its assets to a unit of private equity firm Lantern Asset
Management LLC for $310 million, absent higher and better offers.

Prepetition, The Weinstein Co., which has been forced to pursue a
sale due to lawsuits over Harvey Weinstein's alleged sexual
misconduct, was in serious talks to sell the assets to Mediaco
Acquisition, LLC.  Mediaco was a consortium of investors that
includes Ron Burkle's private equity firm Yucaipa Companies,
Lantern Asset Management, former Obama administration official
Maria Contreras-Sweet and other investors.  Yucaipa was interested
in the Company and its assets since October 2017 and has previously
invested, through its affiliates, in certain projects of the
Company for years.  The consortium had offered to acquire Weinstein
Company for $500 million in an out of court transaction but the
deal unraveled.

On March 19, 2018, two days before the bankruptcy filing, the
Debtors and Lantern Entertainment LLC signed a stalking horse
purchase agreement, under which Lantern has agreed to purchase the
assets of the Debtors under Sec. 363 of the Bankruptcy Code for
$310 million, unless binding rival offers are submitted by the end
of April 2018.

Lantern Capital's proposal indicates an interest to maintain the
Company's business intact as a going concern and to offer
employment to most of the Company's employees.

                            Quick Sale

Under the proposed bid procedures submitted to the bankruptcy
court, the Debtors will continue to market and solicit offers for
all or a portion of the assets to a wide range of potential
purchasers and will work diligently with all parties that have
expressed an interest in the Debtors' assets to date.

The Stalking Horse Agreement provides for a break-up fee in an
amount equal to 3% of the cash purchase price (i.e., $9,300,000)
and an expense reimbursement of up to 2% of the cash purchase price
(i.e., $6,200,000).

The Debtors intend to proceed with the sale process based on this
timeline:

   * On or before April 3, 2018: Hearing to consider approval of
the Bidding Procedures and entry of the Bidding Procedures Order

   * April 30, at 4:00 p.m. (Eastern Daylight Time): Deadline to
object to the Stalking Horse Bidder and the Sale to the Stalking
Horse Bidder

   * April 30, 2018 at 5:00 p.m. (Eastern Daylight Time): Bid
Deadline

   * May 1, 2018 at 5:00 p.m. (Eastern Daylight Time): Deadline for
Debtors to notify Potential Bidders of their status as Qualified
Bidders

   * May 2, at 10:00 a.m. (Eastern Daylight Time): Auction to be
held at the offices of Richard, Layton & Finger, P.A.(if
necessary)

   * May 2, 2018: Target date for the Debtors to file with the
Court the Notice of Auction Results

   * May 3, at 4:00 p.m. (Eastern Daylight Time): Deadline to
object to conduct of the Auction and the Sale to the Successful
Bidder (other than the Stalking Horse Bidder)

   * May 3, 2018: Target date to file proposed Sale Order

   * May 4, 2018: Proposed date of the Sale Hearing to consider
approval of Sale and entry of Sale Order

                      Weinstein Co.'s Assets

The Company is a "mini-major" film and television production studio
that creates, produces, and distributes feature film and premium
television content for the U.S. and international markets.  The
Company has produced numerous critically acclaimed and commercially
successful films, receiving 28 Academy Awards and 113 Academy Award
nominations.

The Company's assets consist primarily of intellectual property,
distribution rights, and cash flows related to:

   * the Film Library. The Company's film library consists of 277
feature films that have generated over $2 billion in aggregate box
office receipts worldwide.  The Company estimates that the net cash
flow from its film library reached approximately $57 million in the
fourth quarter of 2017 and will reach $151 million in 2018.

   * the Television Business.  The Company's television business is
one of the most successful television production companies in the
industry and has created numerous scripted and unscripted
television series, including the Project Runway franchise, Scream,
Six, War and Peace, Peaky Blinders, and Crouching Tiger, Hidden
Dragon.  The Company estimates that its television business
generated approximately $97 million in total revenue and $29
million in project profit in 2017, and will generate approximately
$255 million in total revenue and $52 million in project profit in
2018.

   * the Unreleased Films Portfolio.  The Company's unreleased film
portfolio consists of four distribution ready film titles and
additional projects in production or pre-production stages of
development. The Company estimates that the portfolio of
distribution-ready titles, when released, will generate
approximately $68 million in net cash flow (on an ultimate basis).

    * Portfolio Funding Company Film Rights.  In connection with a
prior debt restructuring in 2010, ownership of certain rights in
191 films was transferred to an independent entity currently known
as Portfolio Funding Company LLC I ("PFC").  The Company has served
as distributor for such films under a Master Distribution
Agreement. In 2017, approximately $904,000 in revenue was received
pursuant to this arrangement.

                   Prepetition Capital Structure

The Debtors' principal secured and unsecured indebtedness is as
follows:

   * Union Bank Senior Credit Facility

     TWC Domestic LLC has outstanding secured debt obligations in
the aggregate amount of $156.4 million under the Second Amended and
Restated Credit and Security Agreement dated as of September 30,
2013 (as amended), among TWC Domestic LLC, the lenders referred to
therein, and Union Bank, N.A., as administrative agent and letter
of credit issuer.  The Union Bank Credit Agreement provided for a
senior secured revolving credit facility.

   * UnionBanCal Junior Credit Facility

     TWC Domestic LLC has outstanding secured debt obligations in
the aggregate amount of approximately $15.6 million under a Credit
and Security Agreement dated as of October 9, 2015 (as amended),
among TWC Domestic LLC, the lenders, and UnionBanCal Equities, Inc.
("UBE"), as administrative agent.  The UBE Credit Agreement
provided for a secured term loan credit facility.

    * Bank of America Credit Facility

      Weinstein Television LLC ("WTV") has outstanding secured debt
obligations in the aggregate amount of approximately $18.1 million
under a Term Loan Agreement dated as of May 24, 2016 (as amended),
among WTV, the lenders referred to therein and Bank of America,
N.A., as administrative agent.  The Bank of America Credit
Agreement provided for a term loan facility.

    * Access Industries Credit Facility

      TWC Borrower 2016, LLC has outstanding secured debt
obligations in the aggregate amount of approximately $45.5 million
under a Secured Full Recourse Promissory Note dated as of September
29, 2016, between TWC Borrower 2016, LLC and AI International
Holdings (BVI) Ltd (the "AI Note").

    * TWC Production Credit Facility

      TWC Production LLC has outstanding secured debt obligations
in the aggregate amount of approximately $42.5 million under a
Credit and Security Agreement dated as of August 6, 2014 (as
amended), among TWC Production LLC, the lenders and guarantors
referred to therein, and MUFG Union Bank, N.A. as Administrative
Agent.  The TWC Production Credit Agreement provides for a
revolving credit facility.

    * "Single Film Loans."

      The Company has approximately $66.6 million in outstanding
secured debt obligations related to individual film and television
projects.

    * Guild Obligations.

      Certain of the Debtors are signatories to collective
bargaining agreements with one or more of the Directors Guild of
America, Inc., Screen Actors Guild–American Federation of
Television and Radio Artists and the Writers Guild of America West,
Inc.

    * Viacom Advances

      WTV and Next Take Productions, Inc. are indebted to Viacom
Media Networks ("VMN") in the amount of $8.3 million under an
agreement by and among VMN, On-Site Productions Inc., Next Take and
WTV dated as of March 7, 2013 (as amended and as supplemented by
related side letters, the "Scream Advances Agreement"), related to
the advancement of expenses for payroll and certain international
rights associated with the television series "Scream."

    * Cast and Crew Payroll Advance

      TWC is a guarantor of obligations of Next Take Productions,
Inc. in the amount of $3.3 million under an agreement dated as of
October 5, 2017, between Cast & Crew Financial Services, LLC, Next
Take Productions, Inc., and TWC related to the advancement of
expenses for payroll associated with the third season of the
television series "Scream."

    * Demand Note

      TWCH is indebted to Robert Weinstein in the amount of
$11,187,363 under an unsecured demand note dated as of February 5,
2018.

                           DIP Financing

As of the Petition Date, the Company only has less than $500,000 in
cash.

The Debtors, however, has arranged DIP financing to fund the
Chapter 11 effort pending the closing of the sale of the assets.

Under the terms of the DIP Facility, the DIP Facility contemplates
a lending limit of up to $8,500,000 in the interim period, and if
approved on a final basis, a limit of up to $25,000,000.

The Company believes the Union Bank Syndicate would be
best-positioned among prospective lenders to provide favorable
economic terms and financing certainty given their existing
positions in the Company's debt and their familiarity with the
Company's assets.  The Company has determined that Union Bank's $25
million senior secured superpriority debtor in possession delayed
draw term loan, maturing 125 days following the Petition Date
appears to be the best available financing.

                          *     *     *

The Stalking Horse Bidder:

         Chris Halpin
         Lantern Entertainment LLC
         300 Crescent Court, Suite 1100
         Dallas, Texas 75201
         Email: chris.halpin@lanternam.com

Lantern Entertainment's attorneys:

        Stephen B. Kuhn, Esq.
        Akin Gump Strauss Hauer & Feld LLP
        1 Bryant Park
        New York, New York 10036
        E-mail: skuhn@akingump.com
        Attn: Meredith A. Lahaie
        E-mail: mlahaie@akingump.com

Lantern Entertainment's co-counsel:

        Davis Stratton, Esq.
        David Fournier, Esq.
        Pepper Hamilton LLP
        Hercules Plaza, Suite 5100,
        1313 N. Market Street  
        Wilmington, Delaware 19899
        E-mail: strattod@pepperlaw.com
        E-mail: fournierd@pepperlaw.com

Co-counsel to the Pre-Petition Agent and DIP Agent:

       Jennifer C. Hagle, Esq.
       Sidley Austin LLP
       555 West Fifth Street
       Los Angeles, CA 90013
       E-mail: jhagle@sidley.com

Co-counsel to the Pre-Petition Agent and DIP Agent:

        Robert S. Brady, Esq.
        Young Conaway Stargatt & Taylor, LLP
        Rodney Square, 1000 North King Street
        Wilmington, DE 19801
        E-mail: rbrady@ycst.com

                  About The Weinstein Company

The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a
multimedia production and distribution company launched in 2005 in
New York by Bob and Harvey Weinstein, the brothers who founded
Miramax Films in 1979.  TWC also encompasses Dimension Films, the
genre label founded in 1993 by Bob Weinstein.  During Harvey and
Bob's tenure at Miramax and TWC, they have received 341 Oscar
nominations and won 81 Academy Awards.

TWC dismissed Harvey Weinstein in October 2017, after dozens of
women came forward to accuse him of sexual harassment, assault or
rape.

The Weinstein Company Holdings LLC and 54 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19,
2018 after reaching a deal to sell all assets to Lantern Asset
Management for $310 million.

The Weinstein Company Holdings estimated $500 million to $1 billion
in assets and $500 million to $1 billion in liabilities.

The Hon. Mary F. Walrath is the case judge.

CRAVATH, SWAINE & MOORE LLP is the Debtors' bankruptcy counsel,
with the engagement led by Paul H. Zumbro, George E. Zobitz, and
Karin A. DeMasi, in New York.

RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the
engagement headed by Mark D. Collins, Paul N. Heath, Zachary I.
Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington,
Delaware.

FTI CONSULTING, INC., is the restructuring advisor.  MOELIS &
COMPANY LLC is the investment banker.  EPIQ BANKRUPTCY SOLUTIONS,
LLC is the claims and noticing agent.


WEINSTEIN COMPANY: Non-Disclosure Agreements Cancelled
------------------------------------------------------
The Weinstein Company Holdings LLC has filed for voluntary
bankruptcy due to cash woes after accusations of Harvey Weinstein's
alleged sexual misconduct in the course of over a decade emerged
starting October 2017.

To date, more than 80 women have stepped forward to accuse Harvey
Weinstein -- a man whose name is eponymous with TWC -- of sexual
harassment, assault or rape.

TWC announced in a statement that it has found a buyer for the
assets.

It also announced that it is ending the nondisclosure agreements
that have prevented certain victims from speaking out.

"Today, the Company also takes an important step toward justice for
any victims who have been silenced by Harvey Weinstein. Since
October, it has been reported that Harvey Weinstein used
non-disclosure agreements as a secret weapon to silence his
accusers," the Company said in a statement released to NPR.

"Effective immediately, those 'agreements' end.  The Company
expressly releases any confidentiality provision to the extent it
has prevented individuals who suffered or witnessed any form of
sexual misconduct by Harvey Weinstein from telling their stories.
No one should be afraid to speak out or coerced to stay quiet. The
Company thanks the courageous individuals who have already come
forward.  Your voices have inspired a movement for change across
the country and around the world."

                  About The Weinstein Company

The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a
multimedia production and distribution company launched in 2005 in
New York by Bob and Harvey Weinstein, the brothers who founded
Miramax Films in 1979.  TWC also encompasses Dimension Films, the
genre label founded in 1993 by Bob Weinstein.  During Harvey and
Bob's tenure at Miramax and TWC, they have received 341 Oscar
nominations and won 81 Academy Awards.

TWC dismissed Harvey Weinstein in October 2017, after dozens of
women came forward to accuse him of sexual harassment, assault or
rape.

The Weinstein Company Holdings LLC and 54 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19,
2018 after reaching a deal to sell all assets to Lantern Asset
Management for $310 million.

The Weinstein Company Holdings estimated $500 million to $1 billion
in assets and $500 million to $1 billion in liabilities.

The Hon. Mary F. Walrath is the case judge.

CRAVATH, SWAINE & MOORE LLP is the Debtors' bankruptcy counsel,
with the engagement led by Paul H. Zumbro, George E. Zobitz, and
Karin A. DeMasi, in New York.

RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the
engagement headed by Mark D. Collins, Paul N. Heath, Zachary I.
Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington,
Delaware.

FTI CONSULTING, INC., is the restructuring advisor.  MOELIS &
COMPANY LLC is the investment banker.  EPIQ BANKRUPTCY SOLUTIONS,
LLC is the claims and noticing agent.


WPX ENERGY: Moody's Hikes CFR to Ba3; Outlook Stable
----------------------------------------------------
Moody's Investors Service upgraded WPX Energy, Inc.'s (WPX)
Corporate Family Rating (CFR) to Ba3 from B2, its Probability of
Default Rating to Ba3-PD from B2-PD and the ratings on its senior
unsecured notes to B1 from B3. The Speculative Grade Liquidity
(SGL) rating was downgraded to SGL-2 from SGL-1. The rating outlook
is stable.

"Moody's expects WPX to continue executing on development of its
Permian Basin and Williston Basin assets, leading to improving cash
flow-based leverage metrics and returns, well into 2019." commented
James Wilkins, Moody's Vice President -- Senior Analyst. "WPX has
transformed its asset base to focus on higher margin liquids,
partially funding investments with equity issuance and asset sale
proceeds."

The following summarizes the ratings activity.

Issuer: WPX Energy, Inc.

Upgrades:

-- Corporate Family Rating, Upgraded to Ba3 from B2

-- Probability of Default Rating, Upgraded to Ba3-PD from B2-PD

-- Senior Unsecured Notes, Upgraded to B1 (LGD4) from B3 (LGD4)

Downgrades:

-- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
    SGL-1

Outlook:

-- Outlook, remains Stable

RATINGS RATIONALE

The upgrade of WPX's CFR to Ba3 reflects its operational
improvements and Moody's expectations that the company's credit
metrics, including its retained cash flow to debt, interest
coverage and leveraged full-cycle ratios, will improve as it
continues to spend heavily to develop its Permian Basin and
Williston Basin assets. The company's portfolio shift to higher oil
producing assets, that will be completed with the pending sale of
the San Juan Gallup assets, has been a boost to profit margins and
cash flows.

WPX's Ba3 CFR reflects its declining leverage, but high future
development expenditures associated with the development of its
Permian Basin assets, which will likely cause the company to
generate negative free cash flow as capital expenditures exceed
cash flow from operations. The rating is supported by the diversity
of operations with exposure to the Permian and Williston basins,
sizeable reserves (proved developed reserves totaling 222 mmboe at
year-end 2017), good liquidity and the high percentage of liquids
production. The company expects liquids will account for almost 80%
of its production following the San Juan Gallup Basin asset sale.
WPX has moved to higher liquids production through restructuring
its portfolio, but will have execution risk as it continues to
develop its Permian Basin assets. The company targets hedging 50%
of production for the next twelve months, which will smooth
potential volatility in cash flows.

WPX's SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity through mid-2019, supported by its operating cash flow,
availability under its undrawn $1.2 billion secured revolving
credit facility due October 2019, which Moody's expects will be
refinanced in 2018 before it becomes current, and cash balances
($189 million as of year-end 2017). The move from SGL-1 to SGL-2
reflects Moody's expectations that WPX will use all of its cash
balances for capital expenditures before year-end 2018. Under the
Permian midstream joint venture, the JV partner will fund a larger
proportion of the capital expenditures, boosting WPX's liquidity.
The company will be able to fund expected negative free cash flow
in 2018-2019 with existing cash balances, proceeds from the San
Juan Gallup asset sale (any amounts in excess to funds applied
towards debt reduction) and drawings under the revolving credit
facility. Moody's expects that the company may borrow up to $300
million on its revolving credit facility through mid-2019 to fund
capital expenditures.

The revolver borrowing base was set at $1.5 billion in October
2017, but the commitments total $1.2 billion. The revolver has two
financial covenants until such time as it reverts to being an
unsecured facility (which would happen when WPX Energy has an
investment grade rating): a maximum secured leverage (Secured Debt
/ EBITDAX) covenant of 3.0x and a minimum current ratio covenant of
1.0x. The revolving credit facility matures in October 2019, and
the company's next debt maturity is in August 2020, when $350
million of unsecured notes are due.

The senior unsecured notes are rated B1 (one notch below the Ba3
CFR), consistent with Moody's Loss Given Default Methodology,
reflecting the subordination of the notes to the secured borrowing
base revolving credit facility and its priority claim on the
company's assets.

The stable outlook reflects Moody's expectation that WPX will grow
its production in 2018 as well as improve its capital efficiency
and leverage metrics. The ratings could be upgraded if WPX grows
its production by executing on its drilling programs in a capital
efficient manner, while maintaining a retained cash flow to debt
ratio above 40% and a leveraged full-cycle ratio above 1.5x. The
ratings could be downgraded if retained cash flow to debt is not
expected to be above 30% for a sustained period, or if WPX does not
continue to develop its Permian and Williston assets such that
production volumes decline.

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

WPX Energy Inc., headquartered in Tulsa, Oklahoma, is an
independent exploration and production company.


[*] Latham & Watkins Names G. Davis as Global Co-Chair
------------------------------------------------------
BankruptcyData.com reported that Latham & Watkins LLP announced
George Davis has joined the firm's New York office and will serve
as Global Co-Chair of the Restructuring, Insolvency & Workouts
Practice within the Finance Department. Davis has an extensive
track record advising public and private companies around the world
on some of the most complex restructurings. Additionally, he has
significant experience representing creditor groups and investors
in many of the highest-profile restructurings of the past two
decades. Davis has handled matters across multiple industries
including chemicals, automotive, steel, financial services, energy,
power generation and telecommunications. He has consistently been
recognized by numerous publications and organizations, including
Chambers Global, Chambers USA, The Legal 500 and Turnarounds &
Workouts over the past 15 years. Davis joins Latham from O'Melveny
& Myers LLP. He received his JD with distinction from Hofstra
School of Law and graduated magna cum laude from the State
University of New York at Binghamton.


                            *********

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