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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 27, 2018, Vol. 22, No. 116

                            Headlines

01 BH PARTNERSHIP: Case Summary & 3 Unsecured Creditors
1201 PLEASANTVILLE: Court Directs Mediation with Stepanian
2275 NE 120TH: U.S. Trustee Unable to Appoint Committee
8281 MERRILL ROAD: Amends Treatment of Roger Secured Claim
ACHAOGEN INC: Robert Duggan Increases Stake to 15.7%

ADVANCED VASCULAR: Court Denies Bid for Exclusive Period Extension
ALTOMARE AUTO: Wants to Move Exclusive Plan Filing Period to May 21
AMERICAN LORAIN: Receives Audit Opinion with Going Concern
AMERICAN RANCH: Needs More Time for Efforts Toward Consensual Plan
AMERICAN TIRE: S&P Lowers CCR to 'CCC+', On CreditWatch Negative

BARBER TRANSPORTATION: Wants Court Approval to Use Cash Collateral
BEACH COMMUNITY: Taps Teneo Securities as Financial Advisor
BERTUCCI'S HOLDINGS: Taps Imperial Capital as Financial Advisor
BI-LO LLC: S&P Assigns Prelim. 'B' Rating on New 1st-Lien Term Loan
BIBHU LLC: DOJ Watchdog Directed to Appoint Chapter 11 Trustee

BIKRAM'S YOGA: Court Directs Watchdog to Appoint Ch. 11 Trustee
BIOSTAR PHARMACEUTICALS: Receives Noncompliance Notice from Nasdaq
BOWLING GREEN: Seeks Court Nod to Use First Bank Cash Collateral
BRAVE PARENT: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable
BUCHANAN TRAIL: Amends Treatment of Secured Claims

C.W. MINING: Files Chapter 11 Plan of Liquidation
CALVARY COMMUNITY: Trustee Taps Grobstein Teeple as Accountant
CAMPBELLTON-GRACEVILLE: LifeBrite Objects to Disclosure Statement
CANACOL ENERGY: Fitch Gives First Time BB- Issuer Default Ratings
CANACOL ENERGY: Moody's Assigns First Time B1 Corp. Family Rating

CAPITAL TRANSPORTATION: Unsecureds' Recovery Increased to 20%
CAPITAL TRANSPORTATION: Watchdog Wants to Appoint Ch. 11 Trustee
CENTENNIAL PROJECT: Proposes Full-Payment Chapter 11 Plan
CHARMING CHARLIE: Completes Financial Restructuring, Exits Ch.11
CLINTON NURSERIES: Has Until June 1 to Exclusively File Plan

COLIMA BBQ: Trustee Taps Levene Neale Bender as Bankruptcy Counsel
COMMERCIAL METALS: Moody's Rates New $350MM Notes 'Ba3'
CURO HEALTH: S&P Puts 'B' Corp. Credit Rating on Watch Positive
DIAGNOSTIC CENTER: Seeks Aug. 12 Exclusive Filing Period Extension
DISH NETWORK: Fitch Cuts LT Issuer Deault Rating, Outlook Neg.

DPW HOLDINGS: Ault Says Activism is a Critical Part of the Company
EDEN HOME: Taps Dykema Cox Smith as Legal Counsel
ELECTRONIC SERVICE: Can Continue Using Cash Until June 29
EPIC CHURCH: Court Approves Use of Cash Collateral
ERIN ENERGY: Case Summary & 20 Largest Unsecured Creditors

ERLING S. CALKINS: Law Firm Entitled to $15K Attorney's Fees
ESBY CORP: Court Denies Approval of Disclosure Statement
FAMILY FOR LIFE: Unsecured Creditors to Recoup 10% Under Plan
FINAL FOUR: Court Conditionally Approves Disclosure Statement
FIRSTENERGY SOLUTIONS: Agreement Reached with Creditors in Ch.11

FIRSTENERGY SOLUTIONS: OVEC Bid to Withdraw Reference Rejected
FLORIDA DIRT: Wants Court Approval to Use Cash Collateral
FUSION CUSTOM: Court Extends Use of Cash Collateral
GORDON ST. CONDOS: Wants OK to Use Arch Loans Cash Collateral
GREATER CLEVELAND: Bankruptcy Administrator to Form Committee

HAGGEN HOLDINGS: David Carickhoff Named Mediator in iControl Case
HAGGEN HOLDINGS: David Stern Named Mediator in Eleven Western Case
HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Gourmet Case
HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Solis Case
HAGGEN HOLDINGS: Ian Bifferato Named Mediator in TBSI Case

HCR MANORCARE: ProMedica Assumes Plan Sponsor Role from QCP
HD SUPPLY: S&P Raises CCR to 'BB+' on Improved Credit Metrics
INCA REFINING: Court Confirms Joint 2nd Amended Liquidation Plan
INPIXON: Files Form 10 Registration Statement for Planned Spin-Off
JASON INC: S&P Alters Outlook to Stable & Affirms 'B' CCR

JN MEDICAL: Suit vs Auro Recommended to Nebraska District Court
JUDGE'S MARINE: Proposes to Pay Creditors in Full
KEN'S FISH: Court Approves Disclosure Statement
KINETIC CONCEPTS: S&P Affirms 'B' Corp Credit Rating, Outlook Pos.
KODY BRANCH: Exclusivity Periods Extension Denied for No Show

KSA INVESTMENTS: DOJ Watchdog Needs Trustee to Administer Estate
LIBERTY INDUSTRIES: Courts Okays Cash Collateral Use Until May 16
LMM SPORTS: Court Approves Disclosure Statement
LYCRA COMPANY: $190MM Add'l Notes No Impact on Moody's B1 CFR
MARCY LLC: Case Summary & 10 Unsecured Creditors

MDC HOLDINGS: S&P Affirms 'BB+' Corp. Credit Rating, Outlook Stable
MEDIZONE INT'L: Commences Involuntary Chapter 11 Proceedings
METROHEALTH MEDICAL: Fitch Puts BB IDR & Cuts Bonds Rating to BB
MIDOR PROPERTIES: June 5 Plan Confirmation Hearing Set
MITEL NETWORKS: S&P Puts 'B+' CCR on CreditWatch Negative

MONUMENT SECURITY: Unsecureds to Get $1.2M Over 23 Months
MRC GLOBAL: Moody's Hikes CFR to B1 & Secured Loan Rating to B2
NASRIN OIL: Bid for Extension of Exclusive Plan Filing Denied
PANADERIA ZULMA: Unsecured Creditors to Get Nothing Under Plan
PANDA TEMPLE II: S&P Raises Secured Term Loan B Rating to 'CCC'

PEANUT CO: Case Summary & 10 Unsecured Creditors
PETCO ANIMAL: Moody's Cuts CFR to B3 & Secured Loan Rating to B2
PRECIPIO INC: Signs $3.3 Million Convertible Debt Facility
PREMIERE GLOBAL: S&P Lowers CCR to 'B-', Outlook Negative
PRESSURE UP: Court Approves Disclosure Statement

PRIME HOTEL: Mortgagee Wants to Terminate Plan Exclusivity Periods
PROPERTY VENTURES: Needs More Time to Appraise Assets
PUERTO RICAN PARADE: Court Denies Approval of Disclosure Statement
QUALITY CONSTRUCTION: U.S. Trustee Forms 4-Member Committee
QUIKSILVER INC: Acquisition of Billabong Closed

R.C.A. RUBBER: DOJ Watchdog Seeks Appointment of Chapter 11 Trustee
RESIDENTIAL PHYSICIANS: Hires Gold Lange & Majoros PC as Counsel
RH BBQ INC: Trustee Hires Levene Neale Bender as Bankruptcy Counsel
ROYAL COACHMAN: Court Confirms First Amended Chapter 11 Plan
S K TRANSPORT: Unsecureds to Get $47,500 Under Plan

SEARS HOLDINGS: ESL Eyes Acquisition of 3 Business Units
SEARS HOLDINGS: ESL Partners Has 73.2% Stake as of April 23
SEVEN TOWER: Taps Hangley Aronchick as Special Counsel
SHREE SWAMINARAYAN: Solicitation Period Extended By 60 Days
SKYPATROL LLC: May File Plan of Reorganization Until July 11

SPRINGS BUILDING: Case Summary & 4 Unsecured Creditors
STARSHINE ACADEMY: DOJ Watchdog to Appoint Chapter 11 Trustee
STEWART MCCRAY: Child Custody Ruling in Favor of Ex-Wife Affirmed
SUNBURST FARMS: Trustee Necessary to Pursue Assets Liquidation
TAG MOBILE: Wants Prepaid Wireless Appointed as Committee Member

THORCO INC: Seeks May 24 Plan Exclusivity Period Extension
TIMBER RIDGE: Case Summary & 4 Unsecured Creditors
TIMOTHY BINKLEY: Order Awarding $9K to Raineys Upheld
TSC/JMJ SNOWDEN: May 10 Plan Confirmation Hearing Set
U.S.A. DAWGS: Allowed to Use Cash Collateral through May 31

VASARI LLC: Taps Thomas B. Cahill as Real Estate Professional
VIP RESORT: Seeks July 26 Exclusive Filing Period Extension
W&T OFFSHORE: Proposes to Sell $500 Million Worth of Securities
WALTON EDGEMONT: Files for Creditor Protection Under CCAA
WAVELAND RESORT: Court Denies 2nd Bid to Approve Plan Outline

WEST 16TH STREET: Unsecureds to Get 50% Under 2nd Amended Plan
WESTERN REFRIGERATED: U.S. Trustee Unable to Appoint Committee
WESTPORT HOLDINGS: Taps Zorian Sperkacz as Special Counsel
WILLIAM ABRAHAM: Watchdog Seeks Approval of R. Ingalls as Trustee
WISEWEAR CORP: Heritage Global Appointed to Auction IP Assets

WOODBRIDGE GROUP: Sarasota Investors Sue Utah Firm
WOODBRIDGE GROUP: Sarasota Investors Sue Utah Firm
YANKEE CLIPPER: Court Okays Use of Cash Collateral
YOGA CENTER: Will Not Pursue Avoidance Actions
[*] Bankruptcy Filings Continue to Decline

[*] SB, 360 Merchants Form New Entity to Jointly Operate Businesses
[*] Three Bankruptcy Lawyers Join Hogan Lovells' BRI Practice
[^] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power

                            *********

01 BH PARTNERSHIP: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: 01 BH Partnership
        1001 Beverly Glen Blvd
        Los Angeles, CA 90077

Business Description: 01 BH Partnership has 10% interests in 21
                      mostly undeveloped, vacant lots, known as
                      1001 N. Beverly Glen Boulevard, Los Angeles,
                      CA 90077.  01 BH Partnership is a California
                      general partnership whose two 50% general
                      partners are Christian Spannhoff and Ahron
                      Zilberstein.

Chapter 11 Petition Date: April 25, 2018

Case No.: 18-11040

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Maureen Tighe

Debtor's Counsel: Mark E. Goodfriend, Esq.
                  LAW OFFICES OF MARK E. GOODFRIEND
                  16055 Ventura Blvd #800
                  Encino, CA 91436
                  Tel: 818-783-8866
                  Fax: 818-783-5445
                  Email: markgoodfriend@yahoo.com

Total Assets: $365,000

Total Liabilities: $10.52 million

The petition was signed by Christian Spannhoff, general partner.

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

                          http://bankrupt.com/misc/cacb18-11040.pdf


1201 PLEASANTVILLE: Court Directs Mediation with Stepanian
----------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has entered an order directing
Pleasantville Road Restaurant Holding Group, LLC d/b/a Chatterbox
54, Julia Pandolfo and Berdj Stepanian to commence mediation no
later than March 31, 2018.

The mediator will be Judge Alan S. Trust.

Berdj Stepanian is a creditor of the Debtors who moved for the
appointment of a trustee in Chatterbox's case. The Debtors and
Stepanian, instead, agreed that mediation may contribute to a
resolution of Stepanian's claims filed against the Debtors.

Stepanian agreed to participate in mediation subject to certain
conditions, among others:

All proceedings in both the Debtors' cases are stayed until the
earlier of: (i) 10 days after the conclusion of the mediation; or
(ii) the Debtors' failure to comply with following conditions:

   A. At least 10 days prior to the commencement of the mediation,
the Debtors will deliver the following to counsel for Stepanian:

      (a) 2016 tax returns signed and dated with a notarized letter
indicating that each was actually filed;

      (b) Written evidence from the NYS Liquor Authority that
Stepanian has been removed from the liquor license;

      (c) Fourth Quarter 2016 Form 940 tax returns filed with the
IRS and NYS with a notarized letter indicating that each were
actually filed and that Stepanian's portion of the return was filed
as originally prepared by Albert Tucker & Associates; and

      (d) The Debtors will pay all fees and expenses of the
Mediator.

   B. Through the conclusion of the mediation:

      (a) the Debtors will make timely payment of all post-petition
taxes in full;

      (b) Pandolfo will make timely payment to the Chapter 13
Trustee due under her Plan in the amount of $350 each month,
beginning as of 30 days from Petition date such that by March 15,
2018, Pandolfo will have paid $1,150; and

       (c) Pandolfo will continue to make timely payment to the
Chapter 13 Trustee in the amount of $350 each month thereafter.

             About 1201 Pleasantville Rd. Restaurant Holding Group

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

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

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

On December 20, 2017, Julia Pandolfo, filed a voluntary petition
for relief under Chapter 13 of the Bankruptcy Code.


2275 NE 120TH: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of 2275 NE 120th Street, LLC as of April 20,
according to a court docket.

                  About 2275 NE 120th Street LLC

2275 NE 120th Street, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-11110) on January 29,
2018.  Judge Laurel M. Isicoff presides over the case.

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


8281 MERRILL ROAD: Amends Treatment of Roger Secured Claim
----------------------------------------------------------
8281 Merrill Road A, LLC, and 8281 Merrill Road C, LLC, filed
non-material amendment to the Disclosure Statement in Connection
with Chapter 11 Plan for Substantively Consolidated Debtors.

Article 3.1.2.1 of the DS and Article 3.2 of the Plan will be
amended to read as follows:

     Class 2 Treatment: Roger's Allowed Secured Claim consists of
all amounts due and owing under the Roger Loan Documents, expressly
including the remaining principal balance of $799,400.00, all
interest due through the Effective Date, all reasonable costs and
expenses (including Roger's reasonable attorney's fees and costs
incurred in this bankruptcy case), and all additional consideration
to Roger provided in the Roger Promissory Note. Debtor shall pay
Roger the full amount of its Allowed Secured Claim, by: (a) on the
Effective Date, making a lump sum payment to Roger in an amount
consisting of (i) all accrued interest through the first day of the
month in which the Effective Date occurs, (ii) all reasonable
attorney's fees and costs, and (iii) all other amounts due and
owing under the Roger Loan Documents through the first day of the
month in which the Effective Date occurs; and (b) following the
Effective Date, paying Roger in accordance with the terms of the
Roger Loan Documents, by paying Roger of $18,000.00 per month on
the first day of each month following the Effective Date until the
Maturity Date (as defined in the Roger Promissory Note) of
September 1, 2018, and paying Roger as such Maturity Date the
remaining principal balance, all interest due, and any and all
other amounts due under the Roger Loan Documents.  The Debtor's
failure to make any payment to Roger under this Plan shall
constitute an additional "Event of Default" under the Roger Loan
Documents.  All provisions in the Roger Loan Documents shall remain
in full force and effect, and Roger shall retain all rights
thereunder, except as modified herein. Roger shall retain all liens
securing its Allowed Secured Claim. This Plan does not affect
Roger’s rights as to any party other than Debtor.

"Roger Loan Documents" means the documents between Debtor and
Roger, consisting of a Promissory Note dated September 30, 2015, in
the original principal amount of $1,800,000.00 (the "Roger
Promissory Note"), secured by a Mortgage on the Collateral dated
September 30, 2015, and recorded in the Official Records of Duval
County, Florida at OR Book 17321, Page 904 (Instrument Number
2015225737) on October 1, 2015, copies of which are attached to
Proof of Claim No. 12.

The "Effective Date" will occur no later than July 31, 2018.

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

          http://bankrupt.com/misc/flsb17-17027-80.pdf

                  About 8281 Merrill Road A

8281 Merrill Road A, LLC, is a manager-managed limited liability
company with manager, Jacksonville Merrill Dealership, LLC, which
is itself managed by Daniel Rusche.  It filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 17-17027) on June 2,
2017.  In the petition signed by Tim O'Brien, manager, the Debtor
estimated $100,000 to $500,000 in assets and $1 million to $10
million in liabilities.  The Hon. Raymond B. Ray presides over the
case.  Messana, PA, is the Debtor's counsel.


ACHAOGEN INC: Robert Duggan Increases Stake to 15.7%
----------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Robert W. Duggan disclosed that as of April 20, 2018,
he beneficially owns 7,023,076 shares of common stock of Achaogen,
Inc., constituting 15.7 percent of the shares outstanding.  Genius
Inc. beneficially owns 72,170 Shares representing less than 1
percent of the shares outstanding.

The aggregate percentage of Shares reported owned by each of the
Reporting Persons is based on 44,791,564 Shares outstanding, as of
April 9, 2018, which is the total number of Shares outstanding as
reported in the Issuer's definitive proxy statement, filed with the
Securities and Exchange Commission on April 18, 2018.

As of the close of business on April 23, 2018, Mr. Duggan directly
owned 6,950,906 Shares.  As the sole shareholder of Genius Inc.,
Mr. Duggan may be deemed the beneficial owner of the 72,170 Shares
owned by Genius Inc.

The aggregate purchase cost of the 6,950,906 Shares owned directly
by Mr. Duggan is approximately $102,680,541, including brokerage
commissions.  Those Shares were acquired with personal funds.  The
aggregate purchase cost of the 72,170 Shares owned by Genius Inc.,
which Mr. Duggan is the sole shareholder of and may be deemed to be
beneficially owned by Mr. Duggan, is approximately $1,630,879,
including brokerage commissions. Such Shares were acquired with
working capital.

For the period from March 14, 2018 to April 23, 2018, Mr. Duggan
purchased an aggregate of 675,758 shares in various transactions.

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

                      https://is.gd/oHhEee

                      About Achaogen, Inc.

South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a clinical-stage biopharmaceutical
company committed to the discovery, development, and
commercialization of novel antibacterials to treat multi-drug
resistant gram-negative infections.  The Company is developing
plazomicin, its lead product candidate, for the treatment of
serious bacterial infections due to MDR Enterobacteriaceae,
including carbapenem-resistant Enterobacteriaceae.  In 2013, the
Centers for Disease Control and Prevention identified CRE as a
"nightmare bacteria" and an immediate public health threat that
requires "urgent and aggressive action."

Achaogen incurred a net loss of $125.6 million in 2017, a net loss
of $71.22 million in 2016 and a net loss of $27.09 million in 2015.
As of Dec. 31, 2017, Achaogen had $197.07 million in total assets,
$65.10 million in total liabilities, $10 million in contingently
redeemable common stock and $121.96 million in total stockholders'
equity.


ADVANCED VASCULAR: Court Denies Bid for Exclusive Period Extension
------------------------------------------------------------------
The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania has denied as moot Advanced
Vascular Resources of Johnstown, LLC's request for extension of the
exclusive period during which the Debtor may file its Plan of
Reorganization and procure acceptance of its Plan.

A copy of the court order is available at:

          http://bankrupt.com/misc/pawb17-70825-97.pdf

As reported by the Troubled Company Reporter on March 28, 2018, the
Debtor asked the Court to extend by a period of 90 days the time in
which only the Debtor may file its Plan of Reorganization, until
June 19, 2018, and the time in which the Debtor may procure
acceptance of its Plan, until Aug. 18, 2018, saying that, inter
alia, there is currently pending a motion to dismiss this Chapter
11 case filed by Samir Hadeed, MD and Johnstown Heart and Vascular
Center, Inc., which motion asserts that this case was not filed
with the requisite corporate authority.

          About Advanced Vascular Resources of Johnstown

Advanced Vascular Resources of Johnstown, LLC, operates an
outpatient vascular-services center in Johnstown, Pennsylvania.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Pa. Case No. 17-70825) on Nov. 21, 2017.  In the
petition signed by Mubashar A. Choudry, president, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Jeffery A. Deller presides over the case.  Robert O Lampl Law
Office is the Debtor's legal counsel.


ALTOMARE AUTO: Wants to Move Exclusive Plan Filing Period to May 21
-------------------------------------------------------------------
Altomare Auto Group, LLC asks the U.S. Bankruptcy Court for the
District of New Jersey to extending the Debtor's seventh exclusive
period for filing a Plan of Reorganization from May 21, 2018
through August 21, 2018, as well as the Debtor's exclusive period
in which to obtain confirmation of a Plan of Reorganization from
July 22, 2018 through October 22, 2018.

The Debtor relates that it has taken substantial steps to
streamline its business, disposing of excess inventory, and
processing a sale of substantially all of its assets. The Debtor
has resolved contested secured claims and is in the process of
pursuing litigation against third parties in an attempt to increase
available assets for distribution to creditors. The Debtor has
filed four omnibus claim objections resulting in a reduction of
claims of record by over $700,000.

The Debtor claims that it has spent the bulk of its time in Chapter
11 (1) negotiating cash collateral arrangements with the secured
creditors; (2) negotiating and ultimately obtaining approval for a
sale of substantially all of the assets in this estate; (3)
engaging in the aforesaid litigation; and (4) objecting to claims.

Unfortunately, the Debtor claims that there was insufficient time
before the current exclusivity period expires to prepare, circulate
and file a Plan of Reorganization and Disclosure Statement in this
case. Moreover, a mediation hearing is scheduled regarding the
Volkswagen litigation which, hopefully, will provide more certainty
as to what creditors may receive under a plan in this case.

Therefore, the Debtor asserts that additional time is needed in
order to advise creditors as to the proposed distribution of the
portion of settlement proceeds anticipated to be received by the
estate from settlement of the Volkswagen of America litigation.

The Debtor tells the Court that it requires a determination as to
the allocation to each individual dealer such as the Debtor from
the settlement proceeds derived from that litigation. Once that is
learned, the Debtor will be able to inform creditors as to what
portion of the settlement proceeds will be received by the estate,
which will then be made available for distribution. As of this
time, that information has not yet been made available to the
Debtor.

                  About Altomare Auto Group

Altomare Auto Group, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 16-22376) on June 27, 2016.
On June 30, 2016, Altomare 22 Union, LLC, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 16-22628).  Anthony Altomare,
managing member, signed the petitions.  The cases are jointly
administered and are assigned to Judge John K. Sherwood.

At the time of the filing, Altomare Auto disclosed $9.04 million in
assets and $12.78 million in liabilities.  Meanwhile, Altomare 22
disclosed $256,877 in assets and $6.24 million in liabilities.

The Debtors tapped Daniel Stolz, Esq., at Wasserman, Jurista &
Stolz, P.C., as bankruptcy counsel.  The Debtors engaged Arent Fox
LLP as special automotive counsel; BMC Group, Inc. as their
noticing and balloting agent; D.T. Murphy & Company as automotive
consultants; WithumSmith & Brown as accountant; and Stone Conroy,
LLC as special counsel.

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


AMERICAN LORAIN: Receives Audit Opinion with Going Concern
----------------------------------------------------------
American Lorain Corporation (NYSE American: ALN) -- The NYSE
American Company Guide Section 610(b) requires public announcement
through the news media disclosing the receipt of an audit opinion
containing a going concern explanation.  As previously disclosed in
its Annual Report on Form 10-K for the fiscal year ended December
31, 2017, which was filed with the Securities and Exchange
Commission on April 17, 2018, the Company's audited financial
statements contained a going concern explanatory paragraph in the
audit opinion from its independent registered public accounting
firm.  This announcement does not represent any change or amendment
to the Company's consolidated financial statements or to its Annual
Report on Form 10-K for the fiscal year ended December 31, 2017.
The Company is taking steps to improve its current financial
position, although there can be no guarantee that such measures
will be successful.

Headquartered in Shandong Province, China, American Lorain
Corporation (NYSEAMERICAN: ALN) is a food manufacturing company.
The Company develops, manufactures and sells a range of food
products, including Chestnut products, Convenience foods and Frozen
food products.



AMERICAN RANCH: Needs More Time for Efforts Toward Consensual Plan
------------------------------------------------------------------
American Ranch and Seafood Markets Inc. asks the U.S. Bankruptcy
Court for the Central District of California to extend the
exclusivity periods during which only the Debtor can file a plan of
reorganization and solicit acceptances of the plan through and
including July 10, 2018, and Sept. 7, 2018.

Currently, the Plan Exclusivity Period expires on May 5, 2018,
while the Solicitation Exclusivity Period ends on July 4, 2018.

The Debtor seeks this extension with cause so that it can continue
its efforts toward a consensual Plan.

Although this is not a large or complex case, the Debtor's
principals, which consist of two people, have been both operating
the Debtor's business and assisting with the reorganization since
this case was filed.  In addition to complying with their
administrative duties as a debtor in possession, the principals are
required to attend to the day-to-day operations of the Debtor.
Therefore, it has taken a considerable amount of time and effort to
comply and keep up with the filing requirements, particularly in
the early stages of this case.  Further, the U.S. Trustee filed a
motion to dismiss, and the Debtor had to expend time and effort
responding to that motion to dismiss.  The Debtor has also amended
some of its schedules.  While this is a not a large-case, inasmuch
as the Debtor's principals runs the day-to-day operations of the
business as well as work on the reorganization process, 120 days is
not sufficient for the Debtor to propose a plan and prepare
adequate information for the disclosure statement.  The Debtor
submits that an extension of 65 days should be sufficient to
propose a plan and prepare adequate information.

Since the outset of the case, the Debtor assures the Court that it
has acted in good faith.  The Debtor has complied with all the
initial filing requirements and is working on a plan and disclosure
statement.  The Debtor is paying all bills as they come due.  The
Debtor has a reasonable prospect of confirming a plan. The Debtor
is also in the process of negotiating with creditors in an effort
to propose a consensual plan.

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

            http://bankrupt.com/misc/cacb18-10175-67.pdf

                  About American Ranch and Seafood

American Ranch and Seafood Markets, Inc. --
https://americanranchmarket.com/ -- operates a specialty store
offering Filipino foods and groceries with locations in Eaglerock,
Artesia and East Hollywood, California.  The company provides a
selection of fresh seafood, fresh produce (fruits & vegetables),
meat and an assortment of popular brand name groceries.  It also
accepts catering services for special events.  American Ranch is
equally owned by Gene S. Chua and Virgil Sy.  

American Ranch sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-10175) on Jan. 5, 2018.  In the
petition signed by Gene S. Chua, president and CEO, the Debtor
estimated assets of less than $500,000 and liabilities of $1
million to $10 million.  Judge Julia W. Brand presides over the
case.  Sandford L. Frey, Esq., at Leech, Tishman, Fuscaldo & Lampl,
Inc., serves as the Debtor's bankruptcy counsel.


AMERICAN TIRE: S&P Lowers CCR to 'CCC+', On CreditWatch Negative
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on American
Tire Distributors Inc. to 'CCC+' from 'B-' and placed all of its
ratings on the company on CreditWatch with negative implications.

S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured term loan to 'CCC' from 'CCC+'. The
'5' recovery rating remains unchanged, indicating our expectation
for modest recovery (10%-30%; rounded estimate: 25%) for
debtholders in the event of a payment default.

"Additionally, we lowered our issue-level rating on ATD's senior
subordinated notes to 'CCC-' from 'CCC'. The '6' recovery rating
remains unchanged, indicating our expectation for negligible
recovery (0%-10%; rounded estimate:0%) for debtholders in the event
of a payment default."

Goodyear Tire announced plans to form a joint venture with
Bridgestone Tire, which will be named TireHub LLC. In addition,
Goodyear Tire notified ATD that it will no longer use the company
as a distributor. It is S&P's understanding that discussions
between Goodyear and ATD are ongoing and that Bridgestone will
continue to use ATD as a distributor.

S&P said, "The CreditWatch negative placement reflects that there
is at least a 50% chance we will lower our ratings on ATD by at
least one notch because of its weakened business position and
elevated debt leverage. We expect to resolve the CreditWatch
placement over the next 90 days once we have a better understanding
of the future direction of ATD's key business relationships and how
its potentially lower profitability and elevated debt leverage will
affect its liquidity and sustainability."


BARBER TRANSPORTATION: Wants Court Approval to Use Cash Collateral
------------------------------------------------------------------
Barber Transportation, Inc., asks the U.S. Bankruptcy Court for the
District of Maryland for authority to use cash collateral.

The Debtor told the court that it provides school bus service and
receive monthly payment from the Baltimore City Public Schools.
That payment is used to pay operating expenses as they come due.

The Debtor also revealed that the cash is subject to a collateral
agreement of creditor Harbor Bank for $47,800.00 on Debtor’s
accounts and that the Debtor is not aware of any other creditors
who claim to have an interest in cash collateral. While the Debtor
has contacted Harbor Bank, the bank has yet to give its consent for
the use of the cash collateral.

The Debtor said that it requires the use of cash collateral in
order to meet its expenses and maintain the operation of its
business, including but not limited to the payment of payroll,
inventory and rent. Without the use of Cash Collateral, the
Debtor’s operations would be required to terminate, over 100
employees would immediately become unemployed, and the Baltimore
City Public Schools would suffer severe disruption. The continued
operation of the Debtor’ business is essential to its
reorganization efforts.

The Debtor argued that Harbor Bank's interest in the cash
collateral is adequately protected for any cash collateral that the
Debtor may use and as adequate protection, Harbor has a lien on
school buses valued at $198,722.

A full-text copy of the Motion can be viewed at:

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

                  About Barber Transportation

Barber Transportation Inc. -- http://www.barbertransportation.com/
-- is a privately owned company that provides business commercial
transportation services.  The family business operates 80 school
buses for Baltimore City public, private and charter schools.  The
Company's variety of passenger buses and coaches can accommodate
groups as small as 10 people, to groups of several hundred.  Barber
Transportation was founded by Eli and Mary Barber in 1991 and is
currently the second largest bus service in the Baltimore City
Public School system.

The company filed a Chapter 11 petition (Bankr. D. Md. Case No.
18-14964) on April 13, 2018.  In the petition signed by its
president Eli Jason Barber, the Debtor declared total assets of
$2.34 million and total liabilities of $1.12 million.  The Debtor
is represented by Jeffrey M. Sirody, Esq., of Jeffrey M. Sirody &
Associates.


BEACH COMMUNITY: Taps Teneo Securities as Financial Advisor
-----------------------------------------------------------
Beach Community Bancshares, Inc., seeks approval from the U.S.
Bankruptcy Court for the Northern District of Florida to hire Teneo
Securities Inc. as its financial advisor and investment banker.

The firm will assist the Debtor in the proposed sale of its assets
and will provide other services related to its Chapter 11 case.

Teneo will be paid a flat fee of $50,000 per month, capped at a
maximum of four months; and, upon the completion of an alternative
sale or restructuring transaction, a fee equal to $200,000, plus 7%
of any consideration greater than the value paid to the Debtor.

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

The firm can be reached through:

     Christopher Wu
     Teneo Securities Inc.
     280 Park Ave., 4th Floor
     New York, NY 10017
     Tel: +1 (212) 886 1600
     Fax: +1 (212) 886 9399
     Email: Info@TeneoHoldings.com

                 About Beach Community Bancshares

Beach Community Bancshares, Inc., operates as the bank holding
company for Beach Community Bank that provides a range of banking
services to individuals, businesses, and non-profit organizations
in Florida.

Beach Community Bancshares filed a Chapter 11 petition (Bankr. N.D.
Fla. Case No. 18-30334) on April 9, 2018.  In the petition signed
by Anthony A. Hughes, president and CEO, the Debtor estimated
$500,000 to $1 million in total assets and $10 million to $50
million in total liabilities.  Charles F. Beall, Jr., Esq., at
Moore, Hill & Westmoreland, P.A., is the Debtor's counsel.  Peter
J. Haley, Esq., at Nelson Mullins Riley & Scarborough LLP, is the
Debtor's co-counsel.


BERTUCCI'S HOLDINGS: Taps Imperial Capital as Financial Advisor
---------------------------------------------------------------
Bertucci's Holdings, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Imperial Capital, LLC as
its financial advisor and investment banker.

Imperial Capital will analyze the business and financial condition
of the company and its affiliates; conduct financial valuation of
their ongoing operations; and evaluate strategic alternatives
available.  For these services, the firm will be paid $50,000.

The firm will also assist the Debtors in any potential
restructuring or sale transaction.  

For any restructuring transaction consummated, Imperial Capital
will be paid a fee of $750,000 payable upon the closing of the
transaction.  Meanwhile, the firm will get a fee equal to the
greater of $750,000, and 2% of transaction consideration received
by the Debtors or their equity security holders for any sale
transaction consummated.

In addition, Imperial Capital will be paid a financial advisory fee
of $100,000 per month.  Any monthly advisory fee paid in excess of
$300,000 will be credited against any fees earned and payable for
the restructuring fee or sale transaction fee.

Joseph Kazanovski, senior vice-president of 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:

     Joseph Kazanovski
     Imperial Capital, LLC
     10100 Santa Monica Avenue, Suite 2400
     Los Angeles, CA 90067
     Office: (310) 246-3700
     Toll Free: (800) 929-2299
     Fax: (310) 777-3000

                     About Bertucci's Holdings

Founded in 1981, Bertucci's Holdings, Inc. --
http://www.bertuccis.com/-- owns and operates 59 full-service
casual family restaurants offering traditional Italian and
contemporary food centered around its signature open kitchens and
brick ovens.  As of the petition date, the company and its
affiliates have 969 full-time employees and 3,245 part-time
employees.  Bertucci's is headquartered in Boston, Massachusetts
and operates in 11 east coast states from New Hampshire to
Virginia.

Bertucci's Holdings, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10894) on
April 15, 2018.  In the petitions signed by Brian Connell, chief
financial officer and senior vice-president, the Debtors estimated
assets of less than $50,000 and liabilities of $50 million to $100
million.  

Judge Mary F. Walrath presides over the cases.

The Debtors tapped Landis Rath & Cobb LLP as their bankruptcy
counsel; Schulte Roth & Zabel LLP as special corporate counsel;
Imperial Capital, LLC as investment banker; Hilco Real Estate, LLC
as real estate advisor; and Prime Clerk LLC as claims and noticing
agent.


BI-LO LLC: S&P Assigns Prelim. 'B' Rating on New 1st-Lien Term Loan
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' issue-level rating
and preliminary '2' recovery rating to BI-LO LLC's proposed $525
million first-lien term loan due 2024. The preliminary '2' recovery
rating indicates S&P's expectation for substantial (70%-90%;
rounded estimate 75%) recovery in the event of a payment default.
S&P expects the company will use proceeds to repay its secured
prepetition notes due 2019 and fund emergence and lease rejection
costs associated with the planned disposal of 123 stores.  

S&P said, "Our current rating on BI-LO LLC, which is currently
restructuring through a prepackaged Chapter 11 bankruptcy, remains
'D'. Subject to BI-LO LLC's successful emergence from bankruptcy
under the currently proposed plan, which is expected to occur in
early June 2018, we expect to raise our corporate credit rating to
'B-'.

"We believe the company's restructuring plan will provide a more
sustainable capital structure by eliminating $522 million of
holding company debt. However, the long-term sustainability of the
proposed post-emergence capital structure will depend on
management's ability to successfully implement its strategic
initiatives to turnaround the business and reverse years of
declining traffic trends. The company's strategic plan, centered on
renewing the company's aged store fleet, better tailoring its
merchandise assortment to its multi-banner format, and sharpening
its promotional go-to-market strategy, carries meaningful execution
risk, in our view, especially given the intensely competitive
markets in which BI-LO operates."

  RATING LIST

  BI-LO LLC  Corporate Credit Rating           D/NM

  New Rating Assigned

  BI-LO LLC
   Senior Secured
    $525 mil term loan due 2024      B (prelim)
    Recovery Rating                  2(75%) (prelim)


BIBHU LLC: DOJ Watchdog Directed to Appoint Chapter 11 Trustee
--------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York has entered an order directing the U.S. to
forthwith appoint a disinterested person to serve as a Chapter 11
Trustee in the bankruptcy case of Bibhu LLC.

                        About Bibhu LLC

Bibhu, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.
Case No. 17-10042) on January 10, 2017. Alla Kachan, Esq., at the
Law Offices of Alla Kachan P.C. serves as bankruptcy counsel.  The
Debtor's assets and liabilities are both below $1 million.


BIKRAM'S YOGA: Court Directs Watchdog to Appoint Ch. 11 Trustee
---------------------------------------------------------------
The Hon. Deborah J. Saltzman of the U.S. Bankruptcy Court for the
Central District of California has entered an order directing the
U.S. Trustee to appoint a Chapter 11 Trustee for the
jointly-administered bankruptcy cases of Bikram's Yoga College of
India and affiliates Bikram Choudhury Yoga Inc., Bikram Inc., a
Delaware corporation, Yuz Inc., and International Trading
Representative, LLC.

                      About Bikram's Yoga

Indian yoga guru Bikram Choudhury founded Bikram Choudhury Yoga,
the studio that popularized doing yoga in sauna heat.  Choudhury
built a worldwide following with 26 yoga postures, known as Bikram
Yoga, in rooms heated to 105 degrees Fahrenheit.

Bikram's Yoga College of India, and related entities Bikram
Choudhury Yoga Inc., Bikram Inc., Yuz Inc., and Int'l Trading
Representative sought Chapter 11 protection (Bankr. C.D. Cal. Lead
Case No. 17-12045) on Nov. 9, 2017 after being dogged by $16.7
million in legal judgments.

Mr. Choudhury is facing allegations and lawsuits of sexual
misconduct by a number of his yoga practitioners, students,
instructors and teacher trainees.  The yoga guru has denied
wrongdoing but has fled the U.S. after a warrant has been issued
for his arrest in May.  A warrant for his arrest was issued for his
arrest after he failed to pay a judgment awarded to Minakshi
Jafa-Bodden, his former legal counsel.

Bikram's Yoga College of India estimated under $100,000 in assets.
Bikram Choudhury Yoga Inc. estimated under $50,000 in assets.
Bikram Inc. estimated under $1 million in assets.  Yuz Inc.
estimated under $100,000 in assets.  Int'l Trading Representative
listed under $500,000 in assets.  The Debtors, other than Int'l
Trading, estimated under $50 million in estimated liabilities.
Int'l Trading said its liabilities are under $500,000.

The Chapter 11 petitions were signed by John A. Bryan, Jr., as CEO.
An Oct. 15, 2017 document attached to the petition showed that Mr.
Choudhury, general partner, appointed Mr. Bryan as CEO and Chief
Restructuring Officer.  Mr. Bryan is the CEO of restructuring firm
The Watley Group, LLC.

The case judge is Hon. Deborah J. Saltzman.  

Levene, Neale, Bender, Yoo & Brill LLP serves as counsel to the
Debtors.  The Watley Group is the restructuring advisor.


BIOSTAR PHARMACEUTICALS: Receives Noncompliance Notice from Nasdaq
------------------------------------------------------------------
Biostar Pharmaceuticals, Inc., has received a notification letter
from Nasdaq Listing Qualifications advising the Company that, since
it had not filed its Annual Report on Form 10-K for the fiscal year
ended Dec. 31, 2017, the Company was not in compliance with Nasdaq
Listing Rule 5250(c)(1) for continued listing.  The Company is
required within 60 calendar days of the Nasdaq notification to
submit a plan of compliance with the foregoing continued listing
deficiency.  If the Company's plan is approved by the Nasdaq staff,
the Company may be eligible for a listing exception of up to 180
calendar days (or until Oct. 15, 2018) to regain compliance.  If
the Nasdaq staff concludes that the Company will not be able to
cure the deficiency, or if the Company determines not to submit the
required materials or make the required representations, the
Company's common stock will be subject to delisting by Nasdaq.

                   About Biostar Pharmaceuticals

Based in Xianyang, China, Biostar Pharmaceuticals, Inc., through
its wholly owned subsidiary and controlled affiliate in China --
http://www.biostarpharmaceuticals.com/-- develops, manufactures,
and markets pharmaceutical and health supplement products for a
variety of diseases and conditions.

Biostar incurred a net loss of $5.69 million in 2016 and a net loss
of $25.11 million in 2015.  As of Sept. 30, 2017, the Company had
$41.42 million in total assets, $5.27 million in total liabilities,
all current, and $36.14 million in total stockholders' equity.

Mazars CPA Limited, Certified Public Accountants, in Hong Kong,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, stating that
the Company had experienced a substantial decrease in sales volume
which resulting a net loss for the year ended Dec. 31,
2016.  Also, part of the Company's buildings and land use rights
are subject to litigation between an independent third party and
the Company's chief executive officer, and the title of these
buildings and land use rights has been seized by the PRC Courts so
that the Company cannot be sold without the Court's
permission.  In addition, the Company already violated its
financial covenants included in its short-term bank loans.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


BOWLING GREEN: Seeks Court Nod to Use First Bank Cash Collateral
----------------------------------------------------------------
Bowling Green Recycling of Warren County, Inc., asks the U.S.
Bankruptcy Court for the Western District of Kentucky for
permission to use the cash collateral of First Bank.

The Debtor told the Court that First Bank is the sole party that
will assert an interest in the cash collateral. As of the Petition
Date, the Debtor was indebted to First Bank in the amount of
$156,166, as evidenced by a Promissory Note dated April 14, 2015
and Security Agreement dated April 14, 2015. Monthly installment
due on the Note, as of the Petition Date, was $6,585.93. The Debtor
disclosed that First Bank's claim is secured by collateral
amounting to $689,000.

The Debtor argues that in order to operate during this chapter 11
case and thereby maintain the value of its business as a going
concern and prevent harm to its employees and customers, the Debtor
requires the use of prepetition collateral, including the cash
collateral. As a recycler, the Debtor’s inventory turns over
rapidly and must be continuously replenished to maintain its
business operations. Without the immediate use of the cash
collateral, the Debtor would be unable to pay operating expenses,
including, without limitation, amounts coming due to vendors,
employee payroll and fringe benefits, utilities, rent, and the
various other parties with which the Debtor does business. Without
immediate use of the cash collateral, the Debtor’s cash funds
would be exhausted almost immediately.  

The Debtor said that as adequate protection, it will grant to First
Bank and its assignees, valid and automatically perfected
replacement security interests and liens of the same priority as
this creditor's security interests existed prior to the Petition
Date and in the amount equal to the Debtor's use of the Cash
Collateral on all property acquired by the Debtor after the
Petition Date, excepting only causes of action the Debtor may
possess under chapter 5 of the Bankruptcy Code, effective nunc pro
tunc to the Petition Date.

The Debtor also proposed that beginning May 1, 2018, and on or
before the 10th day of each month thereafter, it will pay First
Bank that amount of FB $6,595.93.

A full-text copy of the Debtor's motion can be viewed at:

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

                  About Bowling Green Recycling

Bowling Green Recycling of Warren County, Inc., owns and operates A
Commercial Recycling Center, located in Louisville, Kentucky.  The
company filed a Chapter 11 petition (Bankr. W.D. Ky. Case No.
18-10366) on April 23, 2018.  David M. Cantor, Esq., at Seiller
Waterman LLC, serves as the company's counsel.


BRAVE PARENT: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' corporate credit rating to
Atlanta-based Brave Parent Holdings Inc. The outlook is stable.

S&P said, "At the same time, we assigned our 'B-' issue-level and
'3' recovery ratings to the company's $240 million first-lien
senior secured term loan due in 2025. The '3' recovery rating
indicates our expectation of meaningful (50-70%; rounded estimate:
65%) recovery in the event of default.

"Our rating is based primarily upon Brave Parent's substantial debt
burden of nearly 12x adjusted EBITDA, including contribution from
the acquisition of Lieberman Software, which closed Feb. 1, 2018,
and the company's limited scale and track record in IT security
markets. We view rapid growth, solid cash flow generation, and
potential for margin expansion capability from operating leverage
as strengths.

"The stable outlook reflects our expectation for the company to
continue to gain scale and bring leverage below 10x through a
combination of operating leverage and cost synergies achieved in
the integration of Lieberman Software, as well as modest required
amortization payments on the first-lien term loan.

"We could potentially lower the rating on Brave Parent if
challenges from new entrants in the privileged access management
market, unforeseen disruption, or additional debt funded
transactions lead to expected negative free cash flow. We would
also consider a downgrade if combined liquidity, including cash and
revolving credit facilities, falls below $10 million.

"While unlikely in the near term, we could potentially consider
raising the rating on Brave Parent if the company is successful in
reducing and sustaining leverage stemming from its significant debt
burden below 7.0x, through a combination of both increased scale in
recurring revenue platforms and profitability, and reducing debt to
improve levered free cash flow."


BUCHANAN TRAIL: Amends Treatment of Secured Claims
--------------------------------------------------
Buchanan Trail Realty Holdings LLC amended its plan of liquidation
and accompanying disclosure statement to, among other things, amend
the treatment of Class 2 Foremost Secured Claim and Class 3 AHG
Secured Claim.

Under the Amended Plan, the Class 2 claim, which totals
$4,941,273.59, will receive cash at closing from the sale proceeds
in the amount of the Allowed Foremost Secured Claim, minus Cash to
fund the Carve Out.  In the event that either the sale is not
consummated in an amount equal or greater to the Stalking Horse Bid
and/or the Foremost Secured Claim is not deemed a senior Secured
Claim, there will be no Carve-Out from Foremost and any agreement
with the Debtor with respect to Foremost's treatment under the
Plan, including any waiver of a distribution on account of a
deficiency claim, shall be void.

Under the Amended Plan, the Class 3 claim is now impaired.

A redlined version of the Amended Disclosure Statement is available
at:

         http://bankrupt.com/misc/nysb17-23619-31.pdf

               About Buchanan Trail Realty Holdings

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

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 17-23619) on Oct. 20, 2017.  In the
petition signed by Daniel Gordon, its manager, the Debtor estimated
assets and liabilities of $1 million to $10 million.  Judge Robert
D. Drain presides over the case.  

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


C.W. MINING: Files Chapter 11 Plan of Liquidation
-------------------------------------------------
Gary E. Jubber, the Chapter 11 Trustee of the bankruptcy estate of
above-named Debtor, C. W. Mining Company, dba Co-Op Mining Company,
filed a Chapter 11 plan of liquidation and accompanying disclosure
statement.

The estate is currently holding $2,420,490.47 in its general
account, plus an additional $367,515.14, held in a separate account
as a reserve for the Disputed Administrative Expense asserted by
Prince, Yeates and Geldzahler , consisting of the remaining net
proceeds from the sale of the Mine, funds received as a result of
various settlements of avoidance and other adversary proceedings,
tax refunds, other funds received by the estate.

The Plan proposes the following classification and treatment of
claims:

   * Class 1 - Priority Claims. The holders of Priority Claims
Allowed as of the Effective Date will receive cash in an amount
equal to Allowed Priority Claim on the Effective Date. Holders of
Priority Claims Allowed after the Effective Date will be paid by
the Liquidating Trust within ten days after the Claim becomes an
Allowed Claim.

   * Class 2 - Secured Claim of Bureau of Land Management As of the
Effective Date, the BLM will be entitled to exercises its rights
against any bond or other collateral securing the Allowed amount of
its Claim, if any, in full satisfaction of its Claim.

   * Class 3 - General Unsecured Claims.  Class 3 is impaired under
the Plan, and holders of Class 3 Claims are entitled to vote to
accept or reject the Plan. In general, the Liquidating Trustee
shall make a Pro Rata distribution to Holders of Class 3 Claims 30
days from Effective Date from funds available after reserving
amounts for and disputed Administrative Expense Claims, the
Disputed Claims Reserve, and estimated future expenses of the
Liquidating Trust. The Liquidating Trustee shall make subsequent
distribution(s) of a Pro Rata share of funds available for
distribution to Unsecured Claims as soon as reasonably practicable
in the business judgment of the Liquidating Trustee. There is
currently a total of $27,366,266.29 in General Unsecured Claims
after deducting claims released and to be withdrawn pursuant to
approved settlements.

   * Class 4 - Common Equity Interests. Each holder of a Class 4
Claim, in exchange for all Interests in the Debtor, will receive on
the Effective Date an Equity Beneficial Interest in the Liquidating
Trust equal to the amount of stock in the Debtor held by holder on
the day preceding the Effective Date.

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

           http://bankrupt.com/misc/utb18-20105-2984.pdf

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

           http://bankrupt.com/misc/utb08-20105-2949.pdf

The Chapter 11 Trustee is represented by:

     Douglas J. Payne, Esq.
     David P. Billings, Esq.
     FABIAN VANCOTT
     215 South State Street, Suite 1200
     Salt Lake City, Utah 84111-2323
     Telephone: (801) 531-8900
     Facsimile: (801) 596-2814

                About C.W. Mining Company

C.W. Mining Company ("CWM") was the former owner of a coal mine in
Utah.  Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op
Mining Company operated the Bear Canyon Mine in Emery County, Utah,
under the terms of a lease with C.O.P. Coal Development Company,
which owns the mine.  Aquila Inc., Owell Precast, LLC, and House of
Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D.
Utah Case No. 08-20105) on Jan. 8, 2008.  An Order for Relief was
entered against the Debtor granting relief under Chapter 11 of the
Bankruptcy Code on September 26, 2008.  In November 2008, the
Chapter 11 case was converted to a Chapter 7 liquidation
proceeding.  Kenneth A. Rushton served as the Chapter 7 Trustee,
and was  represented by Brent D. Wride, Esq., at Ray Quinney &
Nebeker, in Salt Lake City.  Gary E. Jubber later substituted Mr.
Rushton as Chapter 7 Trustee.

On February 6, 2014, the Bankruptcy Court entered an Order granting
a motion filed by Aquila to reconvert the Bankruptcy Case to one
under chapter 11. Mr. Jubber was appointed as the chapter 11
trustee.


CALVARY COMMUNITY: Trustee Taps Grobstein Teeple as Accountant
--------------------------------------------------------------
Kavita Gupta, the Chapter 11 trustee for Calvary Community Assembly
of God Inc., seeks approval from the U.S. Bankruptcy Court for the
District of Nevada to hire Grobstein Teeple LLP as her accountant.

The firm will assist the trustee with the financial aspects of the
Debtor's business operations; prepare tax returns, monthly
operating reports, cash flow and tax returns; assess offers to
purchase assets; assist in the preparation of a bankruptcy plan;
and provide other accounting services necessary to operate the
Debtor's business.

The professionals expected to provide the services and their hourly
rates are:

     Howard Grobstein     $255   
     Joshua Teeple        $195   
     Kermith Boffill      $255   
     Sean Park            $150

Joshua Teeple, a certified public accountant employed with
Grobstein, disclosed in a court filing that his firm does not hold
or represent any interests adverse to the Debtor's estate,
creditors and equity security holders.

The firm can be reached through:

     Joshua R. Teeple
     Grobstein Teeple LLP
     6300 Canoga Avenue, Suite 1500W
     Woodland Hills, CA 91367
     Tel: (818) 532-1020
     Fax: (818) 532-1120

             About Calvary Community Assembly of God

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

Calvary Community Assembly of God filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 17-13475) on June 28, 2017.  In the
petition signed by Bruce A. Morris, pastor, the Debtor estimated
$11.04 million in assets and $3.53 million in liabilities.

Angela J. Lizada, Esq., at Lizada Law Firm Ltd., serves as the
Debtor's bankruptcy counsel.

Kavita Gupta was appointed Chapter 11 trustee for the Debtor.


CAMPBELLTON-GRACEVILLE: LifeBrite Objects to Disclosure Statement
-----------------------------------------------------------------
LifeBrite Laboratories, LLC, objects to the approval of the
disclosure statement explaining the Joint Chapter 11 Plan of
Liquidation of Campbellton-Graceville Hospital Corp. and the
official committee of unsecured creditors.

LifeBrite holds a claim of $1,156,608.96 against the Debtor, which
arose from a breach, of the Parties Service Agreement Claim No.
8-1.

LifeBrite asserts that confirmation is premature as the Court has
not yet ruled on the threshold issue of the Debtor's eligibility.
LifeBrite submits that the Debtor is ineligible to be a Debtor
under Chapter
11 of the Bankruptcy Code.

LifeBrite complains that the Disclosure Statement is inadequate and
fails to satisfy the requirements of
section 1125 of the Bankruptcy Code.  Specifically, the Disclosure
Statement does not:

   a. accurately describe the Debtor's assets, including avoidance
actions or other litigation claims,

   b. include an appropriate discussion of feasibility,

   c. offer any analysis of the Creditor Causes of Action, or

   d. provide any definitions for ambiguous labels used in the Plan
that are key to understanding key terms of the plan.

As a result, creditors, including LifeBrite, have no meaningful
ability to ascertain the likely distribution on account of their
claims or to assess whether it is in their best interest to accept
or reject the Plan.

Attorneys for LifeBrite:

     Nicole Mariani Noel, Esq.
     KASS, SHULER, P.A.
     P.O. Box 800
     Tampa, FL 33601
     Telephone: (813) 229-0900, Ext. 1343
     Facsimile: (813) 384-2601
     Email: nmnoel@kasslaw.com

        -- and --

     Adam M. Walters, Esq.
     Walters Law, P.C.
     100 Blue Fin Circle, Suite 1
     Savannah, GA 31410
     Telephone: (912) 897-4100
     Facsimile: (800) 608-5923
     Email: awalters@walterslawpc.com

             About Campbellton-Graceville Hospital

Campbellton-Graceville Hospital Corporation is a non-profit
corporation established pursuant to the laws of the State of
Florida in 1961 and operates as a not-for-profit 25-bed critical
access hospital serving northern Florida, as well as surrounding
areas in Georgia and Alabama, and had approximately 100 employees.

It offered comprehensive medical care, including emergency
services, general hospitalization, laboratory services, swing bed
and physical therapy.

Campbellton-Graceville Hospital filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 17-40185) on April 17, 2017.
The Hon. Karen K. Specie presides over the case.  Berger Singerman
LLP represents the Debtor as counsel.

In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million to $50 million in
liabilities.

The petition was signed by Marwill Glade of GlassRatner Advisory &
Capital Group, LLC, to Debtor's chief restructuring officer.

On June 8, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The committee hired
Broad and Cassel LLP as counsel, and Wayne Black and Associates,
Inc., as investigative assistant.

Judge Karen K. Specie in June 2017 entered an order finding that
the appointment of a patient care ombudsman for the Debtor is not
necessary.


CANACOL ENERGY: Fitch Gives First Time BB- Issuer Default Ratings
-----------------------------------------------------------------
Fitch Ratings has assigned first-time Long-Term Foreign and Local
Currency Issuer Default Ratings (IDRs) of 'BB-' to Canacol Energy
Ltd. Fitch has also assigned an expected rating of 'BB-(EXP)' to
Canacol's proposed seven-year senior unsecured issuance of up to
USD350 million. The Rating Outlook is Stable.

The rating reflects Canacol's long-term contracted sales with
investment grade counterparties, low production cost and regional
importance for Colombia. The rating also benefits from the
company's robust reserve life followed by adequate capital
structure. Fitch expects Canacol will remain a low cost producer
while incrementally increasing production levels to an average of
32,000 boe/d once the Promigas expansion goes on line by the end of
2018 from an expected production of 18,000 boe/d for 2018.
Canacol's ratings are constrained by the company's relatively small
size and low diversification of gas fields. The company's reserve
life is expected to remain relatively unaffected at approximately
10 years with the expected doubling of production as its reserve
base is expected to increase once the pipeline expansion is
completed.

The company expects to use the proceeds from the proposed senior
unsecured notes issuance to refinance existing debt and for general
corporate purposes.

KEY RATING DRIVERS

Predictable Cash Flow Generation: Canacol's long-term contracted
gas sales at fixed prices with investment grade counterparties
support the company's predictable cash flow generation. Canacol's
cash flow generation will increase with the completion of the
second Promigas pipeline expansion. The company sells 91% of its
gas production under fixed price, long-term take or pay contracts
to high quality off-takers with a weighted average life of its
contracts of six years and an average price of $5.20MMBTU. The
company averaged an EBITDA margin of 80% from 2015 through 2017,
and Fitch expects 2018 EBITDA margins will be within historical
averages at an estimated USD115 million. Fitch projects EBITDA of
USD230 million between 2019 through 2021, as production is expected
to reach 37,000 boe/d.

Positive Through The Cycle FCF: Fitch anticipates modestly positive
free cash flow for Canacol in 2019 as the company completes its
enhanced capex plans aimed at developing existing blocks. Canacol's
FCF will remain pressured in 2018 as the company is ramping-up
investment requirements to increase production. From 2020 onward,
Fitch expects capex plans to be more aligned with Canacol's
historical average of below USD100 million per annum, resulting in
strong FCF. Fitch assumes the company will use its cash to pay
dividends or on developmental and/or exploration capex. Per the
company's guidelines, Capex is expected to total nearly USD500
million from 2018 through 2021.

Strong Capital Structure Projected: Fitch's base case forecasts
that total debt to EBITDA will peak at 3.0x in 2018 and decrease to
approximately 1.5x through 2021. The proposed USD350 million bond
issuance will push maturities out to 2025, giving Canacol room to
reinvest capital into increasing production and build up reserve
life. Canacol reported an EBITDA for year-end 2017 of USD128
million. After the issuance, the pro forma EBITDA translates into a
pro forma leverage of 2.5x, consistent with its rating category.
Fitch recognizes the company has restricted production from its key
blocks as it awaits the 100MMCFD expansion of Promigas'
(BBB-/Stable) Jobo-Sincelejo pipeline scheduled to begin in
December 2018. This pipeline expansion will allow Canacol to
produce nearly 40,000 boe/d upon completion. Fitch expects the
company will be able to reach forecasted production levels and
continue to increase reserves focusing initially on converting 2P
to 1P and maintain a healthy reserve life of nearly 10 years at a
sustainable level.

Limited Production Diversification: Canacol's ratings reflect its
growing but concentrated production profile. Its limited
diversification exposes the company to operational and
macroeconomic risks associated with small-scale gas production.
Fitch expects the company's production to be 18,000 boe/d in 2018
and then to average 37,000 boe/d from 2019 through 2021. Canacol's
production will remain below 20,000 boe/d in 2018 primarily due to
limited transportation capacity from the Esperanza and VIM 5
blocks. Canacol has signed a pipeline construction agreement with
Promigas. Upon construction, Fitch estimates the company has the
ability to deliver 230MMCFD (40,000 boe/d).

Adequate Reserve Life: Fitch believes Canacol has an adequate
reserve life even when assuming a peak in production due to its 2P
reserves. As of the end of fourth quarter 2017, Canacol reported
Colombian 1P reserves of 65.2 million boe, with 88% related to gas,
resulting in a 10.5 years 1P reserve life and a 2P reserves of 102
million boe equating to 16.5 years for 2P, applying 2017 historical
production of 17,079 boe/d. Fitch expects the company will maintain
its healthy reserve life of over seven years even when it produces
at its peak starting in 2019 by converting its 2P reserves to 1P,
which per Fitch's calculations results in a pro forma reserve life
of nearly eight years. This figure does not assume any exploration
or further conversion of 3P to 2P. Historically, the company has
reported an 83% exploration success rate and a 100% success rate on
development.

Regional Importance: Canacol's operations are concentrated in the
Lower Magdalena basin, where it is a key gas producer and supplier
for the highly dependent Caribbean coast of Colombia. Gas
represents 70% of the regional energy matrix, and refineries
consume nearly 20% of total supply. Moreover, Fitch expects Canacol
will become the largest supplier to the region by 2021 when
Ecopetrol's Guijara basin, which historically has been the largest
supplier of gas to the region is projected to decline to below
200MMCFD.

DERIVATION SUMMARY

Canacol Energy's credit profile compares well to other small
independent oil and gas companies in the region. The ratings for
Gran Tierra (B/Stable), GeoPark (B/Stable) and CGC (B/Negative) are
constrained to the 'B' category given the inherent operational and
commodity risks for being more oil focused producers coupled with
their relatively small scale and low diversification production
profiles.

As a gas producer and supplier, Canacol compares favourably to
Tecpetrol International (BB+/Stable), which owns a 10% stake in
Camisea Blocks 86 and 56 in Peru, equating to approximately 36,000
boe/d and its Fortin de Piedra assets in Argentina, which benefits
from a fixed price environment that guarantees a minimum of
USD7.00MMBTU for unconventional (tight and/or shale) production
within Neuquen province in 2018, followed by a decrease of
USD0.50MMBTU each year from 2018 through 2021 ending at
USD6.00MMBTU. Similar to Tecpetrol, Canacol's regional importance
to the Caribbean coast of Colombia, which is a large consumer of
gas, offers strong comparisons to Camisea, as the block is
strategically important for the country of Peru providing 86% of
the country's natural gas supply, and 40% of the effective power of
the electrical interconnected system (SEIN) and 92% of the
country's thermal power.

Canacol's capital structure, cash flow generation abilities and
liquidity profile is comparable to Tecpetrol. As of year-end 2017,
the company's pro forma gross leverage stood at 2.2x with cash on
hand of USD 56 million covering less than 15% of pro forma total
debt of USD350 million. Fitch estimates that Canacol will reach a
gross leverage of 1.3x in 2019 once it is able to produce nearly
37,000 boe/d when Promigas completes a pipeline expansion project
that connects Canacol's fields to Cartagena. With the increase of
production supported by contracted sales and capex expectations in
line with historical averages, the company cash flow profile is
strong and similar to Tecpetrol. Canacol can be Free Cash Flow
positive in 2019 and peak in 2020 assuming no delays in the
pipeline expansion project.

Canacol's capital structure compares favorably to some of its
regional oil and gas producers Gran Tierra Energy, Geopark and CGC.
Fitch projects Canacol to have similar gross leverage ratios of
1.3x in 2019 to GTE and Geopark at below 2.0x, and superior to
CGC's at slightly below 4.0x.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

-- An average of 91% from 2018 through 2021 of production is
contracted;
-- Fitch is assuming an average contract price of $5.14MMCF from
2018 through 2021, consistent with its take or pay contracts;
-- Average production to be 20,000 boe/d in 2018 and 37,000 boe/d
from 2019 until 2021;
-- Average annual capex of USD138 million, total of USD555 million
from 2018 to 2021;
-- No dividends paid from 2018 through 2021.

RATING SENSITIVITIES

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

-- Net production rising consistently to 35,000 to 40,000 boe/d on
a sustained basis;
-- Increase in reserve size and diversification and maintaining a
minimum 1P reserve life of at close to ten years;
-- Sustained conservative capitals structure and investment
discipline.

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

-- Production size decreased to below 30,000 boe/d;
-- Reserve life decreased to below seven years on a sustained
basis;
-- A gross leverage on a sustained basis of above 2.0x;
-- Significant delays to the expansion Promigas project connecting
project from Jobo-Sincelejo;
-- A deterioration of the company's capital structure and
liquidity as a result of either a steeper than anticipated decrease
in production or a marked increase in debt.

LIQUIDITY

Adequate Liquidity: Fitch believes the company will have adequate
liquidity following the proposed USD350 million bond issuance.
Fitch expects Canacol to use the proceeds to repay its USD305
million senior secured term loan with the remaining USD45 million
used for general corporate purposes and financing expenses.

The 2017 reported cash position of USD56 million will adequately
cover two years of Canacol's pro forma estimated interest expense
for the proposed seven-year bond. This assumption does not assume
any additional debt to be raised. Fitch expects Canacol's liquidity
to remain stable supported by its ability to generate positive Free
Cash Flow from 2019 through 2021.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

Canacol Energy Ltd.

-- Long-Term Foreign and Local Currency IDRs 'BB-'; Outlook
    Stable;

-- Senior unsecured notes due 2025 rating 'BB-(EXP)'.


CANACOL ENERGY: Moody's Assigns First Time B1 Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
Canacol Energy Ltd. (Canacol) and a B1 rating to its proposed
intermediate maturity, $350 million in guaranteed senior unsecured
notes. Proceeds from the notes will be used to refinance the
existing senior term loan and for general corporate purposes. The
outlook on the ratings is stable.

This is the first time that Moody's assigns ratings to Canacol.

RATINGS RATIONALE

The B1 ratings on Canacol and its proposed notes reflect the
company's small production and asset base; inherent execution risk
in planned production growth; gradually increasing volume and price
risk starting in 2022; and event risk related to possible
acquisitions, although not currently envisioned. These credit risks
are mitigated by a sharp expected decline in leverage in the next
couple of years derived from higher volumes sold and EBITDA; low
exposure to natural gas price fluctuations over the next six years,
low-cost operating structure, and stable operating netback in the
next four to five years; large acreage position; minimum foreign
exchange risk, and experienced management team.

Canacol currently has access to 130 mmcf per day of pipeline
capacity. Its production guidance for 2018 is 114 -- 129 mmcf per
day, a volume that will increase by approximately 1.8x to 230 mmcf
per day in late 2018/early 2019 after Promigas S.A. (Promigas)
constructs, by the end of 2018, an 80-km pipeline that will be
mostly used by Canacol. At that time, Canacol will have limited
volume and price risk since about 90% of the company's natural gas
sales will be secured through long-term take-or-pay contracts that
have an average weighted life of six years. Currently, the
company's production over the next seven years is 77% contracted
and Canacol intends to increase that number in the coming year.

In December 2017, Canacol's total assets, mostly concentrated in
Colombia, amounted to $696 million, its reserve base totaled 65.2
million barrels of oil equivalent of proved reserves, and its
Moody's-adjusted EBITDA reached $88 million in the year, which are
considered small in the universe of oil and gas Exploration &
Production companies. However, Canacol's production currently comes
mostly from a prolific area in Colombia, Lower Magdalena Valley
basin. In addition, its proved reserve life is satisfactory at
about 11 years, and management is committed to replacing reserves
at an annual rate of no lower than 100%.

The company's near-term business plan is to continue growing
production and reserves base through a combination of exploration,
property development, and strategic acquisitions in order to become
a pure gas producer in Colombia with focus on contracted sales of
approximately 90% long-term take-or-pay and 10% spot price sales.

Canacol has good liquidity pro-forma for the proposed notes and
debt repayment. Unrestricted cash in the amount of $39 million as
of December 2017 plus $105 million in cash from operations expected
in 2018, in addition to net proceeds from the new notes of $33
million and $30 million in proceeds from assets sales (not
including potential proceeds from the sale of the conventional oil
assets in Colombia), are more than enough to fund Canacol's capital
expenditures program for 2018, interest expenses, and $27 million
in taxes. Moreover, pro-forma for the new notes, debt maturity
profile is comfortable since no debt will mature prior to the notes
related to the proposed issuance.

The stable rating outlook reflects Moody's expectation that Canacol
will be able to increase production in 2019 as planed as
transportation availability increases with the expansion of the
Promigas' pipeline network, scheduled for no later than the end of
the first quarter of 2019. The stable outlook also assumes that
management will maintain solid financial policies.

Canacol's B1 ratings could be upgraded if it manages to increase
production closer to 40 mmboed and to raise its reserve size
efficiently, with minimal deterioration in financial metrics.
Quantitatively, an upgrade would require that its leveraged
full-cycle ratio, which measures an oil company's ability to
generate cash after operating, financial and reserve replacement
costs, is consistently above 2.5 times for a sustained period.

Canacol's B1 ratings could be downgraded if retained cash flow
(funds from operations less dividends) to total debt declines to
below 30%, or if its interest coverage, as per EBITDA to interest
expense, falls to below 4.5 times with limited prospects of a quick
turnaround. In addition, a deterioration of the company's liquidity
profile coupled with a delay of over 3 months in the construction
of the new Promigas' pipeline could lead to a negative rating
action.

The principal methodology used in these ratings was Independent
Exploration & Production Industry published in May 2017. Please see
the Rating Methodologies page on www.moodys.com for a copy of this
methodology.

Canacol, with headquarters in Alberta, Canada, is an independent
natural gas & oil exploration and production company in Colombia.
The vast majority of its staff, including its CEO and other senior
management personnel, are based in Bogota, Colombia. Its asset
portfolio encompasses production, development, appraisal and
exploration properties. Canacol has a significant resource base
with exposure to four different basins in Colombia across 21 blocks
or approximately 2.3 million net acres. In 2017, its total assets
amounted to $696 million and its production averaged 15.7 mboe/d,
out of which over 80% was natural gas. In the same year, the
company had 65.2 mmboe of proved reserves (equivalent to almost 11
years of reserve life), out of which approximately 90% were natural
gas. Canacol currently has 15 producing wells and 4 additional
wells that are awaiting tie in. Also, the company plans to drill
another three wells in the remainder of 2018.



CAPITAL TRANSPORTATION: Unsecureds' Recovery Increased to 20%
-------------------------------------------------------------
Capital Transportation, Inc., amended its plan of reorganization
following the Court's order disapproving "without prejudice" the
plan the Debtor filed last year.

The second amended plan increases recovery of Class 5 - Allowed
General Unsecured Vendor Claims to 20%, from the 15% proposed
distribution in the prior plan.  Class 5 claims total estimated
amount of $17,591.  Class 5 will be paid a 20% distribution in the
total amount of $3,518, which will be paid in one (1) lump sum
payment as of the Effective Date.

Owing to exigent circumstances immediately following the filing of
its bankruptcy petition, the Debtor sought and received Bankruptcy
Court authority to accept a total of $60,332.50 as postpetition
financing from related entities B&L Servicing, Inc., Gaddis
Capital, and Gaddis Corporation.  B&L Servicing, Inc. and Gaddis
Corporation have continued to support the Debtor in the ordinary
course of its post-petition operations, and have provided services
and goods to the Debtor in the additional amount of not less than
$273,570.79, which will be treated as a priority administrative
claim.

Although the Affiliated Entities are entitled to seek leave of
Court to treat the Post-Petition Financing as administrative
expense claims, for purposes of Plan confirmation, the Debtor will
treat the Post-Petition Financing amount of $60,332.50 as new value
contributed by the principal of the Debtor and related entities.

Class 2 consists of the Allowed Secured Claim of Passport Leasing,
Inc.  The Debtor will pay the Class 2 claim a 20% distribution in
the total amount of $23,913.20, which will be paid in one (1) lump
sum payment as of the Effective Date.

Class 3 consists of the Allowed Unsecured Claims of B&L Service,
Inc.  The Debtor will pay the Class 3 claim a 20% distribution in
the total amount of $43,391.00 over one (1) year in twelve (12)
equal monthly installments of $3,615.92 each, with payments to
begin on the Effective Date. Any outstanding balance of this claim
will be paid in full in a lump sum payment prior to the sixtieth
month following the Petition Date.

Class 4 consists of the Allowed Unsecured Claims Arising out of
Cedric Jones Litigation, in the total estimated amount of $355,405.
Class 4 will be paid a 20% distribution in the total amount of
$71,081 over five years, in total monthly payments of $1,185 per
month.  Any outstanding balance of this claim will be paid in full
in a lump sum payment prior to the sixtieth month following the
Petition Date.

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

          http://bankrupt.com/misc/flsb17-11664-144.pdf

                  About Capital Transportation

Capital Transportation, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-11664) on Feb.
10, 2017.  John Camillo, president, signed the petition.  The
Debtor estimated assets of less than $500,000 and liabilities of $1
million.  David A. Ray, P.A., is serving as counsel to the Debtor.

The Debtor is a corporation with the sole business of providing
taxi cab services in the Tallahassee, Florida area.  For the most
part, the Debtor's ability to function relies upon obtaining
services from other, related corporate entities, including
dispatching and the leasing of many of its vehicles.  For this
reason, the Debtor's assets are not particularly extensive, and its
value as a going concern would be sharply limited if withdrawn from
the network of services upon which it relies.

On or about Feb. 17, 2015, a judgment was entered against the
Debtor by the United States District Court for the Northern
District of Florida in the amount of $250,000.  On or about May 4,
2016, a further judgment for attorney's fees was entered against
the Debtor in the amount of $101,315.  The weight of outstanding
judgments in the combined amount of $351,315 threatened the
Debtor's ability to operate profitably or otherwise, and the
proposed class treatment reflects the Debtor's good faith proposal
to make legitimate headway on its debt service while remaining
viable in the marketplace, taking into account the Debtor's
questionable liquidation value.

No official committee of unsecured creditors has been appointed.


CAPITAL TRANSPORTATION: Watchdog Wants to Appoint Ch. 11 Trustee
----------------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 21, requests
the U.S. Bankruptcy Court for the Southern District of Florida to
dismiss or convert this case to chapter 7 or, alternatively, to
direct the appointment of a chapter 11 trustee in the bankruptcy
case of Capital Transportation, Inc.

The Debtor's schedules reflect that there are significant assets
that could be administered for the benefit of unsecured creditors.
However, the Debtor is an operating company and the most recent
Monthly Operating Reports reflect that the business is profitable.
Accordingly, it is unclear whether the potential recovery for
creditors would be maximized by conversion to chapter 7.

The U.S. Trustee submits that the Court has insufficient
information at this time to determine the viability of this Debtor,
and appointment of a chapter 11 trustee would assist greatly in
that determination.  

Additionally, the Debtor's management appears to have multiple
conflicts of interest that may interfere with its ability to carry
out its fiduciary obligations, as follows:

     (a) John Camillo and James Murray -- President and Vice
President, respectively, of the Debtor -- also serve as President
and Vice President of B&L Service, the second largest unsecured
creditor listed on the Debtor's bankruptcy schedules;

     (b) In addition to being one of the Debtor's largest unsecured
creditors, B&L: (i) is an affiliate of the Debtor; (ii) is located
at the same address as the Debtor; and (iii) provided post-petition
financing to the Debtor;

     (c) John Camillo also serves as Vice President of Gaddis
Corporation that (i) is also an affiliate of the Debtor; (ii) is
located at the same address as the Debtor; and (iii) provided
post-petition financing to the Debtor; and

     (d) Gaddis and B&L have filed motions seeking to have their
post-petition financing repaid as administrative expense claims.

Accordingly, the U.S. Trustee believes that the appointment of a
chapter 11 trustee would certainly be in the best interest of the
parties and the Debtor's estates given the existence of multiple
conflicts of interest that could prevent the Debtor's management
from effectively carrying out its fiduciary responsibility.

                  About Capital Transportation

The Debtor is a corporation with the sole business of providing
taxi cab services in the Tallahassee, Florida area. For the most
part, the Debtor's ability to function relies upon obtaining
services from other, related corporate entities, including
dispatching and the leasing of many of its vehicles. For this
reason, the Debtor's assets are not particularly extensive, and its
value as a going concern would be sharply limited if withdrawn from
the network of services upon which it relies.

On or about February 17, 2015, a judgment was entered against the
Debtor by the United States District Court for the Northern
District of Florida in the amount of $250,000.00. On or about May
4, 2016, a further judgment for attorney's fees was entered against
the Debtor in the amount of $101,315.00. The weight of outstanding
judgments in the combined amount of $351,315 threatened the
Debtor's ability to operate profitably or otherwise, and the
proposed class treatment reflects the Debtor's good faith proposal
to make legitimate headway on its debt service while remaining
viable in the marketplace, taking into account the Debtor's
questionable liquidation value.

Capital Transportation, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-11664) on Feb.
10, 2017.  John Camillo, president, signed the petition.  The
Debtor estimated assets of less than $500,000 and liabilities of $1
million.  David A. Ray, P.A., is serving as counsel to the Debtor.

No official committee of unsecured creditors has been appointed.


CENTENNIAL PROJECT: Proposes Full-Payment Chapter 11 Plan
---------------------------------------------------------
Centennial Project LLC filed a Chapter 11 plan and accompanying
disclosure statement proposing to pay 100% of the allowed claims of
all of its creditors.

The Debtor believes that the Cash generated from refinancing and
the loan by Debtor's managers during the Bankruptcy Case and Plan
process will be adequate to support payment on the Reorganized
Debtor's Administrative Expense Claims and Priority Tax Claims;
however, there can be no assurance that one or more unexpected
necessary capital expenditures will not impact the Reorganized
Debtor materially and adversely, and no assurance can be given that
emergency financing will be available when needed and on reasonable
terms.  To mitigate against these losses, the Debtor and the
Reorganized Debtor shall continue to maintain and carry,
appropriate insurance, cash accounts at FDIC insured depository
institutions, and procedures to protect the estate's assets.

Holders of membership interests will not receive any distribution
for one year following the effective date of the Plan.

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

         http://bankrupt.com/misc/txeb17-60820-26.pdf

                   About Centennial Project

Centennial Project, LLC, is a privately held company engaged in
activities related to real estate.  Its principal assets are
located at 1223 Centennial Parkway Tyler, Texas 75703.  Each of RJ
Patel Family Limited Partnership and Trung Nam Nguyen holds a 50%
membership interest in the company.

Centennial Project, LLC, based in Tyler, Texas, filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 17-60820) on Nov. 7, 2017.  The
Hon. Bill Parker presides over the case.  In the petition signed by
Jayesh Patel, its manager, the Debtor estimated $1 million to $10
million in assets and liabilities.  Mark A. Castillo, Esq., at
Curtis Castillo PC, serves as bankruptcy counsel.


CHARMING CHARLIE: Completes Financial Restructuring, Exits Ch.11
----------------------------------------------------------------
Charming Charlie on April 24, 2018, disclosed that it has
successfully completed its financial restructuring and emerged from
Chapter 11.  The Company's court-confirmed Plan of Reorganization
(the "Plan") went into effect Tuesday, April 24, 2018.  Through
this process, Charming Charlie is emerging with a substantially
improved financial position and a sustainable capital structure to
support its Back-to-Basics Strategy.

"Today marks a fresh start for Charming Charlie as we emerge as a
stronger, more focused organization that is better positioned to
serve customers in our 264 stores across the country," said Lana
Krauter, Chief Executive Officer of Charming Charlie.  "I want to
thank our employees at Charming Charlie for their dedication and
focus as they continue to drive our success.  We are also grateful
for the support of our valued customers and vendors, and look
forward to working together well into the future."

"We are pleased the creditors were able to come to an agreement
that positions Charming Charlie with a new management team, a
stronger balance sheet and an improved retail footprint," said
Christopher Flynn, CEO of THL Credit, which is now the majority
equity holder in the Company.  "We are confident in the Company's
underlying fundamentals, and believe Lana's deep experience will
provide strong leadership as Charming Charlie pursues the growth
opportunities we see for the business going forward."

Kirkland & Ellis LLP served as the Company's legal counsel,
AlixPartners LLP served as its restructuring advisor, and
Guggenheim Securities, LLC served as its investment banker.

                About Charming Charlie Holdings

Charming Charlie -- http://www.CharmingCharlie.com/-- is a
Houston-based specialty retailer focused on fashion jewelry,
handbags, apparel, gifts and beauty products.

Charming Charlie Holdings Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11,
2017.  Charming Charlie estimated assets of $50 million to $100
million and debt of $100 million to $500 million.

Kirkland & Ellis LLP is serving as the Company's legal counsel,
AlixPartners LLP is serving as its restructuring advisor, and
Guggenheim Securities, LLC is serving as its investment banker.

Klehr Harrison Harvey Branzburg LLP is the Company's local counsel.
Rust Consulting/OMNI Bankruptcy is the claims and noticing agent.

Joele Frank, Wilkinson Brimmer Katcher is the Company's
communications consultant.  A&G Realty Partners, LLC's the
Company's real estate advisors.  Hilco Merchant Resources LLC is
the Company's exclusive agent.


CLINTON NURSERIES: Has Until June 1 to Exclusively File Plan
------------------------------------------------------------
The Hon. James. J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut has extended Clinton Nurseries, Inc., and
its debtor-affiliates' exclusivity periods in which only the
Debtors may file a plan of reorganization and solicit and obtain
acceptances to the plan through and including June 1, 2018, and
July 31, 2018.

A copy of the court order is available at:

          http://bankrupt.com/misc/ctb17-31897-338.pdf

As reported by the Troubled Company Reporter on April 16, 2018, the
Debtors asked the Court to extend for 90 days the periods in which
only the Debtors may file a plan of reorganization and solicit and
obtain acceptances to the plan through and including July 17, 2018,
and Sept. 15, 2018, respectively.

The Debtors claimed that their businesses are relatively large and
complex, with three of the Debtors operating a sophisticated
wholesale nursery enterprise that both grows and maintains large
amounts of inventory (over ten million individual plants) and sells
inventory to several of the country's largest retailers.  In
addition to the size and complexity of the Debtors' businesses
themselves, the Debtors tell the Court that the timing of the
commencement of these cases has added to the complexity of their
early stages.

                     About Clinton Nurseries

Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products.  The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables.  Clinton
Nurseries is based in Westbrook, Connecticut.

Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017.  David
Richards, president, signed the petition.  The cases are jointly
administered under Case No. 17-31897.

At the time of filing, Clinton Nurseries estimated its assets and
liabilities at $10 million to $50 million.

Judge James J. Tancredi presides over the cases.

The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors.


COLIMA BBQ: Trustee Taps Levene Neale Bender as Bankruptcy Counsel
------------------------------------------------------------------
Timothy J. Yoo, the Chapter 11 trustee of Colima BBQ, Inc., seeks
authority from the U.S. Bankruptcy Court for the Central District
of California (Los Angeles) to retain Levene, Neale, Bender, Yoo &
Brill L.L.P. as bankruptcy counsel, effective as of April 9, 2018.

Services LNBRB will render are:

     a. advise the Trustee with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee as they pertain to the Trustee;

     b. advise the Trustee with regard to certain rights and
remedies of the Trustee and the rights, claims and interests of
creditors;

     c. represent the Trustee in any proceeding or hearing in the
Bankruptcy Court involving this estate unless the Trustee is
represented in such proceeding or hearing by other special
counsel;

     d. conduct examinations of witnesses, claimants or adverse
parties and representing the Trustee in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of LNBRB's expertise or which is beyond LNBRB's
staffing capabilities;

     e. prepare and assist the Trustee in the preparation of
reports, applications, pleadings and orders including, but not
limited to, applications to employ professionals, lease pleadings,
cash collateral pleadings, financing pleadings, and pleadings with
respect to the Trustee's use, sale or lease of property outside the
ordinary course of business;

     f. represent the Trustee with regard to obtaining use of cash
collateral including, but not limited to, negotiating and seeking
Bankruptcy Court approval of any cash collateral pleading or
stipulation and preparing any pleadings relating to obtaining use
of cash collateral, if needed; and

     g. perform any other services which may be appropriate in
LNBRB's representation of the Trustee during this Chapter 11
bankruptcy case.

LNBRB's 2018 hourly rates are:

     Attorneys            2018 Rates
     David W. Levene          595
     David L. Neale           595
     Ron Bender               595
     Martin J. Brill          595
     Timothy J. Yoo           595
     Gary E. Klausner         595
     Edward M. Wolkowitz      595
     David B. Golubchik       595
     Beth Ann R. Young        580
     Monica Y. Kim            580
     Daniel H. Reiss          580
     Irving M. Gross          580
     Philip A. Gasteier       580
     Eve H. Karasik           580
     Todd A. Frealy           580
     Kurt Ramlo               580
     Juliet Y. Oh             565
     Todd M. Arnold           565
     Carmela T. Pagay         565
     Anthony A. Friedman      565
     Krikor J. Meshefejian    565
     John-Patrick M. Fritz    565
     Lindsey L. Smith         495
     Jeffrey Kwong            425
     Paraprofessionals        250

Monica Y. Kim, Esq., member of the law firm of Levene, Neale,
Bender, Yoo & Brill L.L.P.. attests that LNBRB does not hold or
represent any interest materially adverse to the Debtor or the
Debtor's estate, and LNBRB is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.

The counsel can be reached through:

     Monica Y. Kim, Esq.
     LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
     10250 Constellation Blvd., Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234
     Fax: (310) 229-1244
     Email: myk@lnbyb.com

                     About Colima BBQ, Inc.

Colima BBQ, Inc., operates a Korean barbeque restaurant doing
business as "Red Castle 1" located at 18751 E. Colima Road, Rowland
Heights, California.

Colima BBQ, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 18-10888) dated Jan.. 26, 2018, estimating under $1
million in both assets and liabilities.  Jaenam J. Coe, Esq., at
Law Offices of Jaenam Coe PC, is the Debtor's counsel.


COMMERCIAL METALS: Moody's Rates New $350MM Notes 'Ba3'
-------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Commercial
Metals Company's (CMC) proposed $350 million senior unsecured notes
due in April 2026. Proceeds, together with the term loan and cash
on hand will be used for the acquisition of certain of Gerdau
S.A.'s US rebar steel mills and fabrication assets for $600
million. The outlook is stable.

All other ratings, including the Ba1 Corporate Family Rating (CFR),
the Ba1-PD Probability of Default rating, the Ba2 senior unsecured
notes ratings and the (P)Ba2 rating for senior unsecured issuance
under the company's shelf registration are unchanged and remain
under review for downgrade (review initiated January 2, 2018). The
SGL-2 Speculative Grade Liquidity rating also remains unchanged.

The Ba3 rating on the proposed notes anticipates that a one notch
downgrade in existing ratings is likely upon the close of the
transaction. Moody's views this acquisition as a leveraging
transaction said Carol Cowan, Senior Vice President, with the
adjusted debt/EBITDA ratio in the range of 4.5x. Additionally, we
expect that the assets being acquired have faced the same operating
and market challenges as CMC's rebar business and any EBITDA
improvement is likely to be over a number of quarters.

Assignments:

Issuer: Commercial Metals Company

Senior Unsecured Notes, Assigned Ba3 (LGD5)

RATING RATIONALE

The continuing review reflects the length of time before the
acquisition is likely to close (CMC expects by end of calendar year
2018) due to the ongoing review by the Department of Justice.
During this period, CMC will have increased interest costs and
remain exposed to event risk, either with respect to the
transaction and any regulatory requirements or to market movements
and dislocations.

The continuing review will focus on the assets being acquired,
including execution risk, and the expected margins- per-ton,
earnings, and cash flow generation of CMC going forward. The review
will also evaluate CMC's ability to reduce debt and the time frame
in which an improved leverage position can be achieved. The
conclusion of the review will likely result in a one notch
downgrade to the ratings under review.

Headquartered in Irving, Texas, CMC manufactures steel through its
five minimills in the United States. Total capacity is
approximately 3.0 million tons. The company is in the process of
completing its new Micromill in Oklahoma. CMC also has a presence
in Europe through its minimill in Poland which has about 1.3
million tons rolling capacity. In addition, CMC operates steel
fabrication facilities and ferrous and nonferrous scrap metal
recycling facilities. For the twelve months ended February 28,
2018, the company reported revenues of $4.7 billion.


CURO HEALTH: S&P Puts 'B' Corp. Credit Rating on Watch Positive
---------------------------------------------------------------
S&P Global Ratings placed all of its ratings, including the 'B'
corporate credit rating, on Curo Health Services Holdings Inc. on
CreditWatch with positive implications.

The CreditWatch placement follows the announcement on agreement
that Curo Health Services Holdings Inc. (Curo) will be acquired by
a consortium of three companies -- TPG Capital (TPG); Welsh,
Carson, Anderson & Stowe (WCAS); and Humana Inc. -- and reflects
the potential for Humana's ownership to provide an uplift to the
rating.

S&P expects to resolve the CreditWatch placement once it has more
clarity on the proposed organizational and capital structure under
the new ownership and the level of implied support from Humana.


DIAGNOSTIC CENTER: Seeks Aug. 12 Exclusive Filing Period Extension
------------------------------------------------------------------
Diagnostic Center of Medicine (Allen) LLP asks the U.S. Bankruptcy
Court for the District of Nevada to extend (a) the period during
which the Debtor has the exclusive right to file a chapter 11 plan
of reorganization for an additional 90 days from May 12, 2018
through August 12, 2018 and (b) the period the during which the
Debtor has the exclusive right to solicit acceptances of such plan
for an additional 90 days from July 12, 2018 through October 12,
2018.

The Debtor seeks these extensions (a) to avoid premature
formulation of a chapter 11 plan, and (b) to ensure the plan that
is eventually formulated will take into account all the interest of
the Debtor and their creditors.

In order to successfully resolve this Chapter 11 Case, the Debtor
asserts that the true scope of its losses in the current market
must be determined and the payment of valid debts must be provided
on a basis that preserves the Debtor's strong core business
operations. Although great strides have been made since the
Petition Date, the Debtor asserts that there's so much more that
remains to be done.

The Debtor submits that the key components of its progress since
the Petition Date include, among others: (a) preparing schedules
and statements of financial affairs; (b) beginning to document and
negotiate with the creditors; (c) prosecuting and obtaining orders
to use case collateral, pay employees, assume and reject leases,
and sell equipment; (d) providing financial documents to key
creditors; and (e) developing an overall reorganization strategy
litigation for the business.

                About Diagnostic Center of Medicine

Diagnostic Center of Medicine (Allen) LLP, in practice since 1977,
is an internal medicine and family medicine group in Southern
Nevada with locations in Henderson and Durango. Diagnostic Center
of Medicine Allen) LLP filed a Chapter 11 petition (Bankr. D. Nev.
Case No.: 18-10152) on Jan. 12, 2017.  In the petition signed by
CEO Lawrence M. Allen, M.D., the Debtor disclosed $1.70 million in
total assets and $6.08 million total debt.  The case is assigned to
Judge Laurel E. Davis.  The Debtor is represented by Samuel A.
Schwartz, Esq., at Schwartz Flansburg PLLC, as counsel; and McNair
& Associates, Chtd. as its accountant.


DISH NETWORK: Fitch Cuts LT Issuer Deault Rating, Outlook Neg.
--------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) to 'B+' from 'BB-' for DISH Network Corp. (DISH) and DISH
DBS Corp (DDBS). In addition, Fitch has upgraded the DISH and DDBS
issue ratings to 'BB'/'RR2' from 'BB-'/'RR4', reflecting the
improved recovery prospects given the repayment of debt maturities
since the last review. The Rating Outlook is Negative.

The one-notch downgrade of the LT IDRs reflects the continued
deterioration of DISH's operating profile, including persistent
significant declines in the DISH-branded pay-TV subscribers, which
have pressured revenues and EBITDA more than Fitch had previously
anticipated for fiscal year (FY) 2017 and the company's
announcement that it will invest up to $1 billion to complete the
buildout of its 5G narrowband Internet of Things (IoT) network
through 2020 (with the majority of the spending weighted toward
2019).

DISH TV (satellite) subscribers declined 9% in FY 2017, following
an 8% decline in FY 2016. While Sling TV subscriber growth has
helped provide an offset, Fitch remains concerned regarding the
increased competition in the over-the-top (OTT) landscape, as
evidenced by the deceleration in the Sling TV net subscriber
additions in FY 2017 relative to FY 2016. Additionally, ARPU
declined by 3% in FY 2017, owing to the increase in lower-priced
Sling TV subscribers and their growing proportion of DISH's total
pay-TV subscriber base.

Given the greater-than-expected operational weakness and DISH's use
of debt to fund wireless spectrum acquisitions, DISH's gross
unadjusted leverage remains elevated at approximately 6.0x for FY
2017, well above Fitch's threshold for the 'BB-' rating category.
While DISH used balance sheet cash and cash flow to repay the $1
billion of notes which came due in April 2018, DISH does not adhere
to a target leverage ratio.

In Fitch's view, the increasing risk of the business profile is
more consistent with a single-B category rating for the following
factors: DISH's competitively disadvantaged product offering
relative to multichannel video programming distributor (MVPD) peers
and secular pressures which will continue to disproportionately
impact DISH and erode the DISH TV subscriber base, potential for
deceleration in the Sling TV subscriber growth due to increasing
number of virtual or vMVPD offerings, and potential that
profitability and FCF generation could be negatively impacted by
higher costs associated with growing and retaining DISH and Sling
TV subscribers (potential for increased promotional activity). The
ratings also incorporate management's anticipated $1 billion in
spending (operating and capital expenditures) that DISH will deploy
for the initial phase of its wireless build-out plans through 2020.
Fitch expects that the investment will pressure FCF generation over
the near term, providing potentially less capacity for
deleveraging.

The Negative Outlook reflects Fitch's expectations that secular
pressures on the DISH TV service will continue to erode the
satellite subscriber base and Fitch's expectation that the mix
shift to Sling TV subscribers could continue to weaken the
operating performance. A revision of the Outlook to Stable could
result from stabilization in operating metrics and/or continued
repayment of near-term maturities, which reduces gross unadjusted
leverage below 5.5x for a sustained period of time.

KEY RATING DRIVERS

Weaker-Than-Expected Operational Trends: DISH TV subscribers
declined by 9% year-over-year in FY 2017, following an 8%
year-over-year decline in FY 2016. At the same time, Sling TV
subscriber growth decelerated likely owing to increased competition
in the OTT space and increased promotional activity and bundling by
peers. Average revenue per user (ARPU) declined 3% to $86.43 in FY
2017, owing to the mix shift of towards Sling TV subscribers (17%
of total subscriber base) and DISH TV cord shaving as customers
seek less expensive plans. ARPU pressure was somewhat offset by
DISH TV rate increases and an increase in Sling TV advertising
revenues. Aggregate revenues declined by 5% to $14.4 billion in FY
2017, while Fitch-calculated Operating EBITDA declined by 10% to
$2.9 billion. These results were much worse than Fitch's
projections for relatively flat revenues and low-single-digit
declines in Operating EBITDA.

Weakened Credit Metrics: DISH's gross unadjusted leverage
approximated 6.0x at year-end 2017. DISH's leverage increased over
the course of 2017, owing to $4 billion in incremental debt
borrowings that DISH pre-funded to pay for the $6.2 billion of
winning bids in the Broadcast Incentive Spectrum Auction.
Additionally, operational performance continued to deteriorate.
DISH did repay the $1 billion of senior unsecured notes that
matured in April 2018 with available liquidity. Fitch calculates
that pro forma for the debt repayment gross unadjusted leverage
approximated 5.7x at year-end 2017, which is still above Fitch's
5.0x negative sensitivity for the 'BB-' rating category. Management
has publicly commented that it does not intend to access the debt
capital markets over the near term to refinance the upcoming $1.4
billion in debt maturing in September 2019. However, the company's
financial policy remains opaque as it does not articulate a target
leverage range.

Near-Term Wireless Buildout Will Pressure FCF: Concurrent with
fourth quarter 2017 (4Q'17) earnings, DISH announced that it plans
to invest up to $1 billion (operating and capital expenditures) to
meet the FCC's buildout requirements for its 700Mhz and AWS-3
spectrum and launch its 5G narrowband IoT network. Fitch expects
that DISH's FCF generation will continue to be pressured by the
secular challenges facing the core satellite DISH-TV business and
the likely continued mix shift to Sling TV. DISH's near-term
wireless buildout plans will further pressure FCF generation. DISH
generated $1.4 billion in FCF during FY 2017, down just slightly
from $1.5 billion in FY 2016. Fitch estimates that DISH will
generate FCF in a range of $200 million - $800 million over the
next couple of years as it focuses on wireless investment.

Wireless Strategy Overhangs Credit: Fitch acknowledges the
significant asset value and strategic optionality associated with
DISH's investment in wireless spectrum. However, Fitch believes
there is meaningful execution risk given the lack of visibility
regarding required future wireless investment needs and the revenue
and cash flow generating potential presented by the company's 5G
narrowband IoT network. Over the longer term, Fitch remains
concerned over the company's ability to gain traction with a 5G
wireless product in a mature and highly competitive wireless
market. The ratings also incorporate Fitch's views that any
meaningful revenue and cash flow opportunities related to the
wireless strategy will not come to fruition until at least 2020.
Fitch believes that DISH may still consider monetizing its spectrum
or partnering with another wireless carrier to enhance its network
capabilities and reduce the amount of capital required for a
stand-alone buildout. Fitch has not incorporated either scenario
into the rating case.

Mature U.S. Service Offering: Ratings concerns also center on
DISH's ability to adapt to the evolving competitive landscape, the
company's lack of revenue diversity and single-product play
relative to its MVPD competitors, and operating metrics that
continue to lag peers. DISH's current operating profile focuses on
its maturing video service offering and lacks growth opportunities.
While Sling provides an avenue for growth relative to the
traditional MVPD business, the Sling subscriber profile offers
different economics with lower ARPU, lower margin and higher churn.
With Sling TV contributing an increasing proportion to DISH's
subscriber base, Fitch remains concerned on the company's
profitability and FCF metrics. Additionally, there is increasing
competition with a growing number of vMVPD offerings, which could
slow DISH's subscriber growth and make Sling TV customer
acquisition and retention more costly (e.g. increased promotional
offers).

Limited Bondholder Protection: The DDBS indentures provide
bondholders with very limited protections against increasing
leverage and moving cash to its parent, DISH, to fund investments,
including the potential wireless investments and initiatives. The
DDBS bondholders do not have any recourse to the assets and cash
flows generated by such wireless investments. The indentures
include a debt incurrence test of 8x leverage and in most cases
restricted payments are permitted provided leverage is below 8x and
no event of default exists.

DERIVATION SUMMARY

DISH's ratings reflect the company's size and scale as the fourth
largest pay-TV provider in the U.S., offset by the company's
deteriorating operating metrics, high gross leverage and weaker
credit metrics that compare more closely to MVPD peers in the
single-B category. Additionally, the ratings reflect Fitch's view
that DISH offers a less competitive product offering that has
disadvantaged it relative to MVPD peers, who benefit from the
ability to use bundling and more aggressive promotional offers to
attract and retain video subscribers.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

-- DISH TV subscribers decline at a high-single-digit rate in
fiscal 2018. DISH TV subscriber declines persist over the rating
case reflecting Fitch's view that secular pressures will continue
to disproportionately impact DISH relative to some MVPD peers due
to its less competitive product offerings.

-- Sling TV subscriber growth continues but decelerates.

-- Mix shift, as Sling TV becomes a larger proportion of DISH's
subscriber base impacts operating fundamentals, including
pressuring ARPU and EBITDA.

-- FCF generation pressured over the next couple years by the up
to $1 billion in investment related to the wireless IoT buildout.

-- Fitch assumes near-term maturities are repaid.

-- Fitch does not assume any event related to the ongoing AWS-3
negotiations with the FCC, related to the bidding discounts from
the 2015 spectrum auction. Fitch also does not assume any
participation in the November 2018 spectrum auction in the rating
case.

-- Recovery: The recovery analysis assumes that DISH would be
considered a going-concern in a bankruptcy and that the company
would be reorganized rather than liquidated. Fitch has assumed a
10% administrative claim.

-- DISH's going-concern EBITDA of $2 billion reflects a scenario
in which EBITDA declines as a result of continued net pay-TV
subscriber losses. The decline is also attributable to an
increasing mix of Sling TV subscribers that generate less EBITDA.
The 5.0x going-concern EBITDA multiple reflects DISH's single
product offering and satellite-based business. Fitch took into
consideration the 7.7x multiple paid by AT&T Inc. when it acquired
DIRECTV Group, Inc. in July 2015. Fitch also incorporated DISH's
historical EV multiples which traded in the 5.0x range prior to
2013 and has since traded at a premium as a result of DISH's
growing spectrum portfolio.

-- The DDBS senior notes do not benefit from a downstream
guarantee from DISH or DISH Wireless. As such, the recovery
analysis for the DDBS senior notes only takes into consideration
value from the satellite business, resulting in a 'BB'/'RR2' issue
rating. Fitch's analysis also reflects the lower amount of senior
unsecured debt pro forma for the repayment of recent maturities.

-- Although DISH's convertible notes receive 0% recovery from
DDBS's enterprise valuation, the convertible notes benefit from a
full recovery after factoring in Fitch's estimated $13.6 billion
stressed valuation of the spectrum licenses at DISH Wireless. The
recovery analysis results in a 'BB/RR2' for the DISH convertible
notes.

RATING SENSITIVITIES

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

-- An upgrade is unlikely over the near term due to the company's
high leverage and operational headwinds.

-- A revision of the Outlook to Stable could result from
stabilization in operating metrics and/or continued repayment of
near-term maturities which reduces gross unadjusted leverage below
5.5x for a sustained period of time.

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

-- A negative rating action will likely coincide with the any
discretionary decision around the wireless strategy or further
deterioration in operating performance that would weaken credit
metrics, hinder the company's ability to maintain adequate
liquidity and increase leverage higher than 6.5x without a clear
strategy to deleverage the company's balance sheet.

LIQUIDITY

Adequate Liquidity: DISH's current liquidity position is adequate
to support its ongoing operations, including the near-term spending
requirements related to its planned IoT buildout. The company's
liquidity position and financial flexibility is supported by
expected FCF generation.

Fitch views positively that DISH repaid the roughly $1 billion of
4.25% due 2018 at maturity in April. DISH benefits from a
reasonable maturity schedule through 2020. Upcoming material
maturities total $1.4 billion in 2019 and $1 billion in 2020.

DISH had roughly $2 billion in balance sheet cash as of December
2017, a decline of $3.4 billion from the prior year period driven
primarily as balance sheet cash was diverted to support spectrum
purchases. The company's stated minimum cash requirement of $1
billion and FCF generation mitigate the risk caused by the lack of
a revolving credit facility.

DISH's EBITDA of $2.9 billion in FY 2017 declined 10%
year-over-year. DISH's cash flow from operations was relatively
flat as compared to FY 2016 on better working capital swings. FCF
of $1.4 billion in FY 2017 declined 5% from FY 2016.

Capital expenditures, while relatively flat on an absolute basis,
were up as a percentage of revenues to 9.6%, versus 8.8% in the
year ago period. Capex will continue to focus on subscriber
retention and subscriber premises equipment and include capitalized
interest related to FCC authorizations. However, Fitch expects
capital expenditures to remain elevated over the next two years to
support the buildout of the wireless IoT network.

Total debt was $16 billion at year-end 2017, pro forma for the
repayment of the April 2018 maturity, including $12 billion in
senior unsecured notes due 2019-2026 at DISH DBS Corp. (DDBS) and
$4 billion of convertible notes due 2024-2026 at DISH Network
Corp.

FULL LIST OF RATING ACTIONS

Fitch has downgraded the following ratings:

DISH Network Corp. (DISH):
-- Long-Term IDR to 'B+' from 'BB-'.

DISH DBS Corp. (DDBS):
-- Long-Term IDR to 'B+' from 'BB-'.

Fitch has upgraded the following ratings:
DISH Network Corp. (DISH):
-- Convertible notes to 'BB'/'RR2' from 'BB-'/'RR4'.

DISH DBS Corp. (DDBS):
-- Senior unsecured notes to 'BB'/'RR2' from 'BB-'/'RR4'.


DPW HOLDINGS: Ault Says Activism is a Critical Part of the Company
------------------------------------------------------------------
DPW Holdings, Inc., issued a letter to its stockholders dated April
20, 2018, explaining the Company's past current situation as well
as to outline its present and future intentions on a variety of
matters.  The full-text copy of the Letter is as follows:

Dear Shareholders of DPW Holdings,

Now that we have filed the annual report for our 2017 fiscal year,
I feel it is important to reflect on some historical facts, provide
insight into who I am and my thought process, and address common
questions and themes which appear to be reoccurring.

History

Digital Power Corporation (the "Company") was formed in 1969 and
went public on the American Stock Exchange in 1997.  During that
time Digital Power built, designed and manufactured power supplies
for some of the largest and most innovative corporations today. The
Digital Power brand name is very well thought of as it continues to
serve businesses in the medical, defense/aerospace and commercial
sectors.  Digital Power Corporation, over its lifetime, has
designed and manufactured advanced power supplies and solutions for
some of the fastest growing technology firms in the world.  After
the "Tech Bubble" burst in 2001, Digital Power began to go
backwards, losing as much as 80% of its sales gained over the
previous 18 years.

One of my favorite quotes:

"Failure is simply the opportunity to begin again, this time more
intelligently." – Henry A. Ford

How We Got Here

By the time Philou Ventures, LLC, my family's private venture fund,
purchased a controlling interest of the Company from its former
Chairman for $1,500,000, the business was on "life support".
Things were not good.  The NYSE American had found the Company
deficient in complying with the standard listing equity requirement
and, though they had an approved resolution plan, the Company was
failing to execute on this plan.  Once we successfully acquired the
control position of the Company in September 2016 and became its
largest shareholder, we started the process of comprehensively
reviving the Company with retention of the national listing being
absolutely critical as the deadline was less than a year away.  On
March 16, 2017, I became the Company's Executive Chairman and
brought a team of professionals who would soon help reinvigorate
the Company's operations and finances. Digital Power needed capital
and over the following months, we discovered some of the amazing
capabilities and attributes that Digital Power possessed, and thus,
its real growth potential.

In 2017, Philou Ventures, LLC injected $1,000,000 of new capital
and began down the path of having new institutional investment
provide the necessary capital for growth and acquisitions.  My
vision was to leverage the Company's 48 years of advanced power
supply design and manufacturing experience by increasing the
Company's customer base by bringing that experience to new markets
not yet served, and to those who were dependent on rugged and
efficient power solutions.

I had Digital Power's President, Amos Kohn, work with a team to
explore the development of alternative power supplies.  The team
identified natural synergies in their area of expertise and the
need for more efficient power supplies for the mining of
cryptocurrency.  For those familiar with the mining of
cryptocurrency such as Bitcoin, Ethereum and Litecoin, it is known
that power is an integral aspect and usually the most significant
cost consideration other than one's mining equipment.  The cost of
power always affects an operator's bottom line.  With Digital
Power's long history of designing and developing power solutions,
it was clear to me that the area of crypto-mining power supplies
would be ripe for Digital Power's disruptive technology.  It is
ironic that nearly 30 years ago while attending college, I worked
as a salesman selling power supplies and services to the cable
industry for a small company called BK Labs.  That experience at BK
Labs led me to read about a very famous man, Dr. John Malone, Ph.D.
who is the founder and Chairman of Liberty Media.  More on that
later.

We contracted with a consultant in August of 2017 to review and
analyze our options to participate in the crypto space.  The
results of their findings indicated the Company should become
immersed and fully invested in the cryptocurrency space.  In
hindsight, it may have been a mistake not to embrace their advice
earlier as I believe DPW's market value would be much higher today
if I had.  For years, I had been advised to get involved in
cryptocurrency yet felt the risk was too high and the technology
not fully proven even though there were hints that the underlying
blockchain technology on which cryptocurrency operated held
long-term promise.  Instead, we thought it better to pursue a more
measured path.  In the fall of 2017, we began to offer power
supplies we designed and manufactured for mining machines through
our new division, www.SuperCryptoPower.com.

While testing our power supplies, we stumbled onto our next new
revenue stream, mining the top ten cryptocurrencies.  In December
2017, we launched our next new division, Super Crypto Mining, Inc.,
which was incorporated in Delaware in February of 2018.  We made a
decision at that time to adopt a long-term investment strategy
which we today.  Our crypto-mining efforts soon grew from operating
from within our facilities to now include co-locations. Super
Crypto Mining is on track to have over 10,000 mining machines by
the end of 2018, making it one of the largest U.S. domestic mining
companies.  Super Crypto Mining began mining the top ten
cryptocurrencies, but as of the date of this letter, we are focused
on mining the top 3 cryptocurrencies; Bitcoin, Ethereum, and
Litecoin.  Time has quickly proven this to be a more advantageous
strategy for our investment and shareholders with about 80% of our
mining operations focused on Bitcoin and the remaining split
between Ethereum and Litecoin.  I know there are a lot of
prognosticators that don't think cryptocurrency or Bitcoin is going
to survive.  And yet there are many people, such as the billionaire
and venture capitalist Tim Draper, who think Bitcoin will have a
market value of $250,000 per unit within four years. We strongly
believe this story is far from over and we are going to hold on to
our investment and long-term strategy, hope for the best as we
allocate capital to this space, surpass our goals, and keep our
promises.

Additionally, as of 2018, Super Crypto Mining offers cloud-hosted
mining contracts to retail customers who want to take part in the
mining experience without the hassle of setting up and maintaining
complex mining equipment.

Serendipity Strikes

Prior to concluding the change of control for the Company, I asked
Phil Mansour, the CEO of Avalanche International Corp ("AVLP"), a
brilliant operator and disruptive technologist, to visit Salisbury
England to do due diligence on Digital Power's, subsidiary, Gresham
Power.  The CEO of AVLP, a substantial holding of Philou Ventures
LLC, had been a long-time observer of the technology at MTIX Ltd.
He learned from MTIX and on his visit to Salisbury the synergies
between the two organizations in a number of areas; technology,
power, project management, logistics, etc.  This not only
reinforced the motivation of Philou Ventures to secure the
controlling interest in Digital Power, but we began to recognize
the diversity of potential new customers by leveraging the existing
infrastructure of Digital Power.
  
It's easy to overlook the prevalence and pervasiveness of textiles
in our everyday lives.  MTIX, Ltd. possesses the potential to be
extremely disruptive to the textile industry worldwide, the second
largest source of pollution on the Earth.  MTIX invented and holds
the patents on what I believe is the most advanced material
synthesis technology commercially available.  MTIX manufactures
machines for the textile industry employing its proprietary
technology, Multiplexed Laser Surface Enhancement (MLSE).  MLSE is
a patented process that applies quantum physics to combine multiple
energy sources and all states of matter to treat fabrics by
synthesizing their surfaces to have new properties such as fire
retardancy, water resistance, and surface preparation to name a few
from a much longer list of characteristics.  I believe MLSE will
drastically alter the landscape of how textile-based products are
finished, reducing harmful chemical runoff in the environment,
energy consumption and reducing substantially the need for fresh
water.  We all know what it's like when you purchase a new car or a
new mattress, the smell of new radiates.  That smell exists because
of the chemicals used in the manufacturing process.  Not only does
MLSE eliminate these smells, it virtually eliminates the harsh
chemicals previously necessary to treat the fabric.  Products
ranging from auto interiors to blankets to clothing to carpet and
upholstery could be made fire retardant, anti-microbial, water
repellent and stain resistant and the list goes on and on.  I
recommend all shareholders watch the video about MLSE at
http://www.mtixinternational.comand subscribe to the series.  
Someday the world will find out about the genius of Pravin Mistry,
the inventor of MLSE and CEO and President of MTIX, Ltd.

The benefits of a potential relationship between MTIX, Ltd. and
Digital Power were so obvious to all parties that on March 15,
2017, the Company received a $50 million purchase order to be a
master contractor to manufacture the initial large-scale rollout of
MTIX's patented MLSE systems.  The value proposition from MTIX was
so attractive that Digital Power invested in MTIX through AVLP as
the acquisition of MTIX occurred.  The relationship drew closer
between the Digital Power and AVLP while making a strategic
investment added value for the shareholders in both companies.  For
2017 we have deferred income from the delivery of the first two
machines which will be fully reported in our subsequent first and
second quarter filings for 2018.

In 2018, AVLP does business as MTIX International. A goal in 2018
for AVLP is to up-list to a national securities exchange,
increasing again the value for both shareholders of AVLP and for
shareholders of DPW.  Philou Ventures is a very long-term investor
in both AVLP and DPW with each investment held in preferred shares
of each company.  I along with many look forward to the synergies
that can be created between the two companies.

William B. Horne

There could be no DPW Holdings without Will Horne.  He's a
dedicated family man and a former Marine.  I cannot stress enough
how important it is to work with a strong CFO as my second in
command.  Will possesses integrity and a willingness to counsel me.
Will has the skill and experience to work at any Fortune 500
company, but chooses to work with us, as he believes in what we are
doing.  We are very fortunate to have Will Horne as our CFO and as
a director.  I will work hard to keep Will as long as I can,
hopefully, until he retires.

Our Board of Directors

The Company is blessed to have a group of dedicated individuals as
members of the Board of Directors.  I enjoy working with these
talented directors who work hard to help our Company succeed.  In
addition to Will Horne and myself, the Board is made up of 4 others
whom you should get to know.

Amos Kohn, the CEO of Coolisys Technologies, Inc., is a hard
worker, unselfish with his time and an extremely talented engineer
who is an Israeli military veteran.  Amos is tenacious and as
President of DPW works tirelessly with our subsidiaries and
divisions.  Amos has welcomed me from the first time I was
introduced to Digital Power.  He has been associated with the
Company since 2003 making this his home.

Our Lead Independent Director is Robert "Bob" Smith.  He was the
CEO of Digital Power at the time it went public and years later
rejoined the Board.  Bob Smith is a man who is earnest, honest and
is very dedicated to DPW and its shareholders.  Bob takes his
independent role very seriously.  He has been a valuable resource
to the Company and to me, as I often rely on his counsel and
insight.  He not only knows the Company, he knows the industry and
his reputation is impeccable.

Jeff Bentz is another of our independent directors.  Jeff is an
experienced businessman who is the president of North Star Terminal
& Stevedore Company, a full-service stevedoring company located in
Alaska.  Jeff is our latest addition to the Board and always ready
to help DPW.  Jeff is astute and brings a fresh viewpoint to the
Company.  Jeff has quickly become a valuable asset to the Board and
to DPW.

Mordechai "Moti" Rosenberg has served as an independent member of
our Board of Directors since June 2015.  A resident of Israel, Moti
is a military veteran who has assisted the Company in maintaining
its international relationships and has provided his wisdom in
securing military and commercial contracts overseas.  He is a quiet
strength on the Board and is committed to DPW's success and
longevity.

The Transition

Digital Power Corporation changed its name to DPW Holdings, Inc.
upon the shareholders voting their approval on December 28, 2017.
The Company is now an aggressive diversified holding company with
its focus on acquiring and creating high-growth subsidiaries.  For
2018, DPW maintains its previous revenue guidance, anticipating the
Company's gross consolidated revenues to range from $44 to $49
million, marking a substantial increase over the consolidated gross
revenues reported for 2017.  In 2018, we are continuing to develop
and maintain the principles, strategies and goals we are developing
for the year and for the years to come.

I will share some insight as to our practices and strategies.

Measuring Success and Value

Recently there has been a lot of talk about us raising capital at
DPW Holdings.  It's important to understand that the Company had a
low asset and equity base when Philou Ventures made its original
investment of $1,000,000.  The Company, including myself, made a
strategic decision that we believe was best for our shareholders;
to capitalize the Company in a way that would provide us a diverse
asset base.  That process takes time; it's not something that
happens overnight.  It's a process of recapitalizing the Company by
buying assets that we think will be more valuable in the future.
The value of these investments or reinvestments that invigorate the
business will be judged over a period of time.
  
In 2017, we not only raised significant capital and issue a
significant number of shares, we achieved an important milestone by
increasing book value tremendously, over 33.95%.  This is an
important measurement that we will talk about once a year, how we
perform on a book value basis.  It's also important to note that
the stock performed well in 2017.  However, we really must admit
that this performance was based on one particular industry and that
is cryptocurrency, led by Bitcoin.  Our decision to get involved
with the crypto space because we desired to sell power supplies
clearly led to the stock's positive performance and growth in 2017.
I believe DPW experienced a growth in stock performance of about
386% vs the S&P 500 which was 21.4% on a reinvested dividend basis.
Many times, when I talk to people about why I compare our growth
to the S&P 500 index, I tell them it is because I think it's a
simple method of measurement.  For any investor, it's the easiest
way of getting diversified, using an indexed fund with a low cost
of management fees and total expenses featuring a reinvestment of
capital over 500 stocks.  It's also an easier way to compare the
risk we're taking at DPW Holdings.  I like to point out to people
here's what you could have made in a simple S&P 500 index and
here's what you could've made in a more aggressive and riskier DPW
Holdings.  And to be clear, there should be no doubt in anyone’s
mind that DPW is a much riskier investment than strategic bets on
certain industries like the advanced textile machines that are
produced by MTIX, Ltd.

I believe the most important point to talk about when you think
about the capitalization of the company and the money we've raised
is to look at the allocation on a book value basis, and to see if
we're deploying capital over time into assets that will return more
than we spent.  These are important factors in determining if the
Company did its job well and how we have spent the money.  So it's
important for us to lay a yardstick out and say "Hey, if you're
going to measure us, measure us in a way that makes sense; we don't
look at measurement on a daily basis, we look at it on a yearly
basis and how it's playing itself out over a long period of time".
At 48 years old, I look at myself and think we are developing the
strategies for DPW to be used over the next 20 years.  The capital
we raise now will lay the ground work for the capital base we will
need as we grow the Company's book value, one of our primary goals.
I recognize that everyone can choose to measure success
differently.  This is one of the basic principles of the market and
is one of the key reasons the free market works. People are of
course free to disagree with our approach and our metrics; I am
simply presenting how DPW sees its future develop.

Financial Engineering, a Tool and Strategy

Financial Engineering is an important tool and component to what we
do and what we will implement over time at DPW Holdings. Financial
engineering is always done with one goal in mind, "do what is best
for the shareholders".  Remember, as a large shareholder in the
Company, I am "eating my own cooking", as I am fond of saying.  As
an investor and as an officer of the Company, I am definitely a
long-term shareholder, invested and involved with the Company for
the long haul.

Financial engineering sometimes includes spinoffs of the Company or
possibly creating a dividend of an internal company to the
shareholders.  For example, we may consider spinning out a portion
of the Company or one of its subsidiaries while the business unit
is still consolidated on DPW's balance sheet.  Another example is
when we determine that one of the subsidiaries would be better off
to have its own balance sheet so it can take advantage of the
capital markets which would help grow its business.  My philosophy
has been, "That it is better to have 70% of a $100,000,000 company
than 100% of a $10,000,000 company".  And so, we look for financial
engineering as a tool and strategy to help bring value to our
shareholders over time, and to make sure that each subsidiary and
division will have a chance for growth. This will be a big factor
in the years ahead.

We believe we can take advantage of the benefits of what
sophisticated financial engineering and planning can bring us.  We
know from our years of experience that, over time there will be all
kinds of opportunities ranging from mergers, divestitures to
investing new capital into acquisitions and tucking them into one
of our subsidiaries.  We look at capital deployment seriously and
it will get more serious as the subsidiaries of the Company grow.
Right now, we believe the Company is relatively small in size.
Obviously being a smaller sized holding company when compared to
some of the other holding companies out there, we are held at a
disadvantage.  However, we know there will be opportunities for
sophisticated financial engineering and planning and we think that
is one of the things we are very good at.

As I referred to earlier, John C. Malone and Liberty Media are
great inspirations for my vision.  If you want to see examples of
what a vision for DPW could be or want to learn more about
financial engineering, I encourage you to read up on John C.
Malone, Gregory B. Maffei and Liberty Media, www.libertymedia.com
as I believe they are the best at financial engineering in the
world.

Activism, Our Core Strategy

Activism is an important part of DPW Holdings.  Activism is a
strategy that requires significant capital, tenacious execution and
a willingness to take control of the companies, implementing
changes and improving the business.

There are 3 types of management I deal with when taking over a
company:

  * Management that agrees with our point of view and works with
    us to implement our changes to improve the value of the
    company;

  * Management that does not agree with our point of view and
    fights us for control of the company; or

  * Management that takes a different road by selling the business
    to someone else or pursues a significant restructuring or
    other initiative on their own without us.  This path usually
    ends up presenting us a lucrative position.  Although
    management does not ask for our help with their plan, their
    plan does create value through some sort of sale or
    restructuring which we then can participate in and leverage to

     our benefit.

The activist strategies that we can pursue include dealing with the
Board of Directors and management, a potential proxy fight, tender
offers, and ultimately taking control of the business. There are a
lot of opportunities for operational turn-around, strategic
initiatives and changes through financial engineering that can lead
to successful activism campaigns.  This is a core strategy that the
team and I will employ over the coming years.  I plan that this
will be a long-term strategy for the Company as I have participated
in activist campaigns over the last 15 to 20 years and I intend to
continue to do so.  This usually involves taking large positions in
a public company by buying stock or debt and filing a SEC Form 13D
and engaging with management in a role outlining our plan and
initiatives.  This can sometimes be difficult, for example, it can
lead to entrenched management putting up a fight for a long time.
I usually find the harder and longer they fight the less likelihood
they are doing anything positive for the company, especially
creating any value.  This also tends to indicate they are more
likely to give in.  Activism is an important strategy, one that can
be really profitable for DPW in the years to come.

There are always opportunities, in my opinion, for activism because
we operate in the small cap world where the large players in
activism just don't play.  This simple fact creates a unique
opportunity for DPW as most of the activism transactions that I
focus on are under $25,000,000, a space ripe for opportunity. An
example, we took a position in WSI Industries in December 2017 as
we have disclosed in our filed Form 13Ds.  All I can say is this
story has yet to be written.

Until Next Time

I am concluding this letter by identifying a few public companies
that you can take a look at, so you can understand what we are
attempting to do.  Clearly Berkshire Hathaway, Liberty Media and
Icahn Enterprises are those that invest in a similar way.  I am not
claiming to be Warren Buffet, and I am not claiming to be Greg
Maffei or John Malone, however, the business that best encapsulates
what I am trying to do for the DPW is Icahn Enterprises.  The
activism, the ownership of either large portions or complete
ownership of the operating companies and the investment style all
fit what I am striving to do for DPW and its shareholders.  No, I
am not Carl Icahn, nor will I ever be like Carl Icahn, I am not
claiming that, but the lessons taught by him and all the other
great investors are all summed up in those few companies that I
admire.  I hope this gives you some insight so you can understand
my mindset and my thoughts.  Know that there will be new mistakes
made but I will rise and learn from those while making every effort
to treat all the shareholders as partners.

Best Regards,


Milton "Todd" Ault, III

Chairman, DPW Holdings, Inc.

Something to Consider

In 2004, I took over Franklin Capital in an activist campaign.
Franklin later changed its name to Patient Safety Technologies.
Patient Safety Technologies ultimately was sold to Stryker Medical
for $120,000,000.  Although the sale of Patient Safety was a
financial success, I know along the way there were mistakes, errors
and missed opportunities, all learning moments.  I wake each day
committed to working hard not to repeat the mistakes of my past and
ready to learn from new mistakes and to be honest about them.
  
                       About DPW Holdings

Headquartered in Fremont, California, DPW Holdings, Inc.,  formerly
known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a
diversified holding company that, through its wholly owned
subsidiary, Coolisys Technologies, Inc., is dedicated to providing
technology-based solutions where innovation is the main driver for
mission-critical applications and lifesaving services.  Coolisys'
growth strategy targets core markets that are characterized by
"high barriers to entry" and include specialized products and
services not likely to be commoditized.  Coolisys through its
portfolio companies develops and manufactures cutting-edge resonant
switching power topologies, specialized complex high-frequency
radio frequency (RF) and microwave detector-log video amplifiers,
very high-frequency filters and naval power conversion and
distribution equipment.  Coolisys services the defense, aerospace,
medical and industrial sectors and manages four entities including
Digital Power Corporation, www.DigiPwr.com, a manufacturer based in
Northern California, 1-877-634-0982; Digital Power Limited dba
Gresham Power Ltd., www.GreshamPower.com, a manufacturer based in
Salisbury, UK.; Microphase Corporation, www.MicroPhase.com with its
headquarters in Shelton, CT 1- 203-866-8000; and Power-Plus
Technical Distributors, www.Power-Plus.com, a wholesale distributor
based in Sonora, CA 1-800-963-0066.  Coolisys operates the branded
division, Super Crypto Power, www.SuperCryptoPower.com.

DPW Holdings incurred a net loss of $10.89 million in 2017 and a
net loss of $1.12 million in 2016.  As of Dec. 31, 2017, DPW
Holdings had $30.51 million in total assets, $11.72 million in
total liabilities and $18.79 million in total stockholders'
equity.

The report from the Company's independent accounting firm Marcum
LLP, in New York, NY, on the consolidated financial statements for
the year ended Dec. 31, 2017, includes an explanatory paragraph
stating that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


EDEN HOME: Taps Dykema Cox Smith as Legal Counsel
-------------------------------------------------
Eden Home, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire Dykema Cox Smith as its legal
counsel.

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

The firm will charge these hourly rates:

     Mark Andrews           Member        $595   
     Aaron Kaufman          Member        $425   
     Andrew Sherwood        Member        $525   
     Jane Gerber            Associate     $330   
     Deborah Andreacchi     Paralegal     $215

Mark Andrews, Esq., at Dykema, disclosed in a court filing that he
and his firm are "disinterested persons" as defined in Section
101(14) of the Bankruptcy Code.

The firm can be reached through:

     Mark E. Andrews, Esq.
     Dykema Cox Smith
     1717 Main Street, Suite 4200
     Dallas, TX 75201
     Tel: 214-462-6400
     Fax: 214-462-6401
     E-mail: mandrews@dykema.com

                        About Eden Home

Located in New Braunfels, Texas, Eden Home, Inc., d/b/a EdenHill
Communities -- https://www.edenhill.org/ -- is a not-for-profit,
faith-based organization that provides independent living,
affordable housing, assisted living, skilled nursing and
rehabilitation, long-term care and memory care services.  The
EdenHill Communities Transportation Department provides ADA
services in support of seniors and individuals with disabilities.

Eden Home, Inc., d/b/a EdenHill Communities, f/k/a Eden Home for
the
Aged, Incorporated, filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 18-50608) on March 16, 2018.  In the petition signed by
Laurence P. Dahl, CEO and executive director, the Debtor estimated
assets and liabilities $10 million to $50 million.  The Debtor is
represented by Dykema Cox Smith.  The case is assigned to Judge
Craig A. Gargotta.




ELECTRONIC SERVICE: Can Continue Using Cash Until June 29
---------------------------------------------------------
The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the
District of Connecticut has entered an order authorizing Electronic
Service Products Corporation's continued use of its cash and other
rental proceeds in accordance with the proposed budget until Jun
29, 2018, or until otherwise ordered by the Court, whichever will
come sooner.

As reported in the Troubled Company Reporter on Jan. 1, 2018, the
Court had initially extended the Debtor's use of cash collateral
until March 30, 2018.

The Debtor intends to use cash collateral in which PNL Asset
Management LP and CTCIC may assert or have lien.  The proposed
interim monthly operating budget, provides projected monthly
expenses in the aggregate sum of $41,668.

As adequate protection for the Debtor's use of cash collateral and
for any diminution in the collateral, Secured Creditor is granted,
nunc pro tunc to the Petition Date, the following:

     (a) a continuing postpetition lien and security interest in
all prepetition property of the Debtor as it existed on the
Petition Date, of the same type against which Secured Creditor held
validly protected liens and security interests as of the Petition
Date; and

     (b) a continuing postpetition lien in all property acquired by
the Debtor after the Petition Date.

The replacement liens will maintain the same priority, validity and
enforceability as Secured Creditor's liens on the initial
collateral and will be recognized only to the extent of any
diminution in the value of the collateral resulting from the use of
cash collateral pursuant to the Order.

Any priority which the Secured Creditor may be entitled or become
entitled under Section 507(b) of the Code will be subject and
subordinate to a carve-out of such liens:

     (i) for amounts payable by the Debtor under Section 1930(a)(6)
of Title 28 of the U.S. Code;

    (ii) for the Debtor's post-petition wages and employment taxes;
and

   (iii) approved fees and expenses of the Debtor's and any
appointed Committee's professionals.

A continued hearing regarding the need for any additional interim
Order for the ongoing use of cash collateral will be held on June
20, 2018, at 10:00 a.m.

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

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

               About Electronic Service Products

Founded in 1992, Electronic Service Products Corporation is engaged
in the wholesale distribution of electronic parts and electronic
communications equipment.

Electronic Service Products filed a Chapter 11 petition (Bankr. D.
Conn. Case No. 17-30704) on May 12, 2017.  In the petition signed
by William Hrubiec, 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 Ann M. Nevins.  The Debtor tapped
William E. Carter, Esq., at the Law Office of William E. Carter,
LLC, as counsel.


EPIC CHURCH: Court Approves Use of Cash Collateral
--------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida gave her approval for Epic Church of
Lakeland, Inc., to use cash collateral in order to continue to
operate its business and successfully reorganize.

As reported in the Troubled Company Reporter on April 5, 2018, the
Debtor proposed cash collateral budget showing total monthly
expenses of approximately $41,037.

At the time of the filing of the Petition, the Debtor revealed they
were indebted to certain creditors who may claim a lien on its cash
collateral, namely: (a) TD Bank, N.A., which is owed approximately
$680,178; and (b) LSC 164A, LLC, which is owed approximately
$550,000.

The Debtor proposed as adequate protection for the secured portion
of each creditor's claim as follows: (a) TD Bank, N.A. will be paid
$4,679, and (b) LSC 164A, LLC will be paid $1,939.

The Court ordered that each creditor with a security interest in
cash collateral shall have a perfected postpetition lien against
cash collateral to the same extent and with the same validity and
priority as the prepetition lien.

Judge Delano also ordered that upon reasonable notice, and provided
that it does not unreasonably interfere with the business of
Debtor, Debtor shall grant to the Secured Creditors access to its
business records and premises for inspection. In addition, the
Debtor will provide the Secured Creditors with a monthly balance
sheet and profit and loss (or cash flow) statement by the 10th of
each month after entry of the Order.

A full-text copy of the Order and the Budget can be viewed at:

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

                  About Epic Church of Lakeland
                    
Epic Church of Lakeland, Inc. -- f/k/a TLC Family Church -- is a
religious organization in Lakeland, Florida.  It is the fee simple
owner of real properties located at 1115 E Memorial Blvd.
Lakeland, FL 33801 and 2720/2728 S Crystal Lake Drive Lakeland, FL
33801 having an aggregate current value of $1.97 million.  The
Company posted gross revenue of $515,885 in 2017 and gross revenue
of $576,108 in 2016.  Epic Church of Lakeland is affiliated with
Treehouse Preschool Academy, Inc., which sought bankruptcy
protection on March 2, 2018 (Bankr. M.D. Fla. Case No. 18-01630).

Epic Church filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
18-01629) on March 5, 2018.  In the petition signed by Kimberley
Bedient, secretary/treasurer, the Debtor disclosed $2.30 million in
assets and $1.34 million in liabilities.  Pierce J Guard, Jr., Esq.
at the Guard Law Group, PLLC, is the Debtor's counsel.


ERIN ENERGY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Affiliates that concurrently filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

    Debtor                                      Case No.
    ------                                      --------
    Erin Energy Corporation (Lead Case)         18-32106
       fdba Camac Energy Inc.
       fdba Pacific Asia Petroleum Inc.
    1330 Post Oak Boulevard, Suite 2250
    Houston, TX 77056

    Erin Energy Ltd.                            18-32107
    Erin Energy Kenya Limited                   18-32108
    Erin Petroleum Nigeria Limited              18-32109

Type of Business: Erin Energy -- http://www.erinenergy.com-- is
                  an independent oil and gas exploration and
                  production company focused on energy resources
                  in Africa.  As an E&P, Erin's strategy has been
                  to acquire and develop high potential E&P assets
                  in Sub-Saharan Africa.  Its asset portfolio
                  consists of five licenses across three countries
                  covering an area of 6,100 square kilometers,
                  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.

Chapter 11 Petition Date: April 25, 2018

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

Judge: Hon. Marvin Isgur

Debtors' Counsel: Matthew Scott Okin, Esq.
                  OKIN & ADAMS LLP
                  1113 Vine Street, Suite 201
                  Houston, TX 77002
                  Tel: 713-228-4100
                  Fax: 888-865-2118
                  E-mail: mokin@okinadams.com
                          info@okinadams.com

Debtors'
Securities
Law Counsel:      THE LOEV LAW FIRM, PC
     
Total Assets as of March 31, 2018: $247,535,000

Total Debts as of March 31, 2018: $628,724,000

The petition was signed by Femi Ayoade, chief executive officer.

A full-text copy of Erin Energy Corporation's petition is available
for free at:

           http://bankrupt.com/misc/txsb18-32106.pdf

List of Erin Energy's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Baker Botts LLP                                           $530,860
Attorneys at Law
910 Louisiana Street
Suite 3000
Houston, TX 77002
Email: john.geddes@bakerbotts.com

Natural Resources                                         $509,784
Global Capital Partner
29 Farm Street
London England
United Kingdom
W1J 5RL
Email: tuikku.alaviitala@n
rgcapitalpartners.com

Norton Rose                                               $180,600
Fulbright US, LLP
Email: mark.oakes@norto
nrosefulbright.com

NYSE                                                      $125,647

Jackson Walker LLP                                        $115,618

P2ES Holdings LLC                                         $106,229

Travel & More                                              $84,101

Pannell Kerr Forster                                       $63,000
of Texas, PC
Email: bbaumler@pkftexas.com

Earl W. McNiel Consultant                                  $62,500

The Loev Law Firm, PC                                      $62,230

Workiva Inc                                                $58,681

Broadridge ICS                                             $48,509

John Michael Stinson                                       $35,500

Dudu Hlatshwayo                                            $32,000

Canaccord Genuity Limited                                  $30,000

Mindshift Technologies Inc                                 $27,514

Looper Goodwine, PC                                        $23,959

Johannesburg                                               $22,014
Stock Exchange

Ipreo Data, Inc.                                           $20,000

Renmark Financial                                          $19,525
Communications Inc.


ERLING S. CALKINS: Law Firm Entitled to $15K Attorney's Fees
------------------------------------------------------------
Judge Daniel P. Collins of the U.S. Bankruptcy Court for the
District of Arizona granted Davis Miles McGuire Gardner's third and
final application for approval of attorney's fees and costs.

The law firm filed the application for allowance and payment of
$17,398 in fees and $134.32 in costs. Debtors Erling S. Calkins and
Elaine S. Calkins challenge these fees claiming, among other
things, that DM failed to seek to enforce a settlement agreement
with Springleaf Home Equity, Inc., a creditor secured by Debtors'
property located at 12805 Chewbee Lane, Flagstaff, Arizona 86004.
Debtors claim that DM's failure to gain the Court's enforcement of
the Settlement damaged Debtors in the amount of $48,850, which
amount must be recouped against the fee award sought by DM thereby
fully eliminating any amounts which might otherwise be owed by
Debtors to DM.

DM contends the Settlement was always enforceable. Debtors' present
counsel contends the Settlement was enforceable until Springleaf
transferred the debt. Mr. Calkins testified the Settlement was not
enforceable. The Court need not determine whether the Settlement
was enforceable. If it was not enforceable at any point in time, DM
cannot be blamed for its failure to seek the Court's approval of
the Settlement. If the Settlement was enforceable, it could have
been enforced by a motion from DM, the Debtors (when
self-represented) or the Calkins’ current lawyer Allan NewDelman,
unless the Settlement was enforceable against Springleaf but not
its successor-in-interest, Westvue NPL Trust II.

The Debtors did not roll the dice to see if they could realize the
full benefits of the Settlement by seeking an order of the Court
enforcing the Settlement. The Debtors failed to demonstrate DM's
actions or inactions caused them damages in connection with this
transaction involving the Chewbee Property and the secured
obligations of Springleaf/Westvue.

On the issue of the requested fees, the Court disallows $560 in
fees sought by DM for their efforts on the Chewbee Property. The
Court notes that DM did not log any billings after Dec. 16, 2014 on
the Chewbee Property matter. DM's bills do not show a $0 charge on
any time entry and the bills reflect only a $90 write down for all
time charges in the Final Application. This nominal write down and
no $0 charges suggest to the Court that there was very little
quantitative or qualitative review of DM's billings.

In addition to the $560 fee reduction, the Court will reduce DM's
fee request of $17,398 by an additional $1,838 bringing the allowed
fee amount to $15,000. This additional $1,838 reduction is made
because, in reviewing the Final Application, the Court was left
with the impression that, from November 2014 through March 2015,
very little effort was made to advance Debtors' chapter 11
reorganization. The Court is well aware that the Debtors and DM
were having attorney-client difficulties during some of that time
frame, but counsel either needed to withdraw from this case or stay
fully engaged so long as they were still hinged to the engagement.
To be clear, the Court does not find a material performance breach
by DM. Rather, the Court views the $1,838 reduction as a modest
trimming of the DM Final Application due to what the Court
perceives as a less than full throttle pursuit of this chapter 11
case during the time period in question.

In conclusion, DM's Final Application is approved in the amount of
$15,000 and Debtors must promptly pay DM such amount.

The bankruptcy case is in re: ERLING S. CALKINS and ELAINE S.
CALKINS, Chapter 11 Proceedings, Debtors, Case No.
3:13-bk-08354-DPC (Bankr. D. Ariz.)

A full-text copy of the Court's Ruling dated April 5, 2018 is
available at https://bit.ly/2JZR7Tm from Leagle.com.

ERLING S. CALKINS, Debtor, represented by ALLAN NEWDELMAN --
anewdelman@adnlaw.net -- ALLAN D NEWDELMAN PC & RICHARD J.
RUFFATTO, RUFFATTO & HOFGARD.

ELAINE S. CALKINS, Joint Debtor, represented by ALLAN NEWDELMAN,
ALLAN D NEWDELMAN PC & RICHARD J. RUFFATTO, RUFFATTO & HOFGARD.

U.S. TRUSTEE, U.S. Trustee, represented by CHRISTOPHER J. PATTOCK,
OFFICE OF THE U.S. TRUSTEE.

Erling Calkins filed for Chapter 11 bankruptcy protection (Bankr.
D. Ariz. Case No. 13-08354) on May 16, 2013.  The Debtor is
represented by Allan D. NewDelman, Esq., in Phoenix, Arizona.


ESBY CORP: Court Denies Approval of Disclosure Statement
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North Carolina
denied approval of the disclosure statement explaining Esby
Corporation's plan.

As previously reported by The Troubled Company Reporter, Class 3
under the plan is the secured claim of Wells Fargo which totals
$90,904.60. The Plan proposes to pay Wells Fargo $767 monthly plus
6% interest with a 15-year amortization.  The Debtor proposes to
make payments under the Plan from funds on hand and from
post-petition earnings.

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

     http://bankrupt.com/misc/ncmb17-50228-63.pdf

                   About Esby Corporation

Esby Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50228) on March 2,
2017.  Its president, B. Clay Lindsay, Jr. signed the petition.  At
the time of the filing, the Debtor estimated $500,000 to $1 million
in assets and $100,000 to $500,000 in liabilities.

Brian P. Hayes, Esq., at the law firm Ferguson, Hayes, Hawkins &
DeMay, PLLC, serves as the Debtor's bankruptcy counsel.

Judge Lena Mansori James of the U.S. Bankruptcy Court for the
Middle District of North Carolina has entered an order granting the
Bankruptcy Administrator's Motion for the appointment of a Chapter
11 Trustee, Examiner or Restructuring Officer, and determining that
the appointment of an Examiner to handle Esby Corporation's funds
is in the best interests of creditors and the estate.


FAMILY FOR LIFE: Unsecured Creditors to Recoup 10% Under Plan
-------------------------------------------------------------
The Family for Life Foundation filed a plan of reorganization and
accompanying disclosure statement proposing to pay 10% to holders
of general unsecured claims.

The Class Four General Unsecured Claims are impaired.  Each holder
of a Class Four Claim will be paid an amount equal to 10% of its
Allowed Claim, during months 61 through 66 of the plan.  After
claims litigation is concluded, Class Four Claims are not expected
to exceed $200,000.00.

The Class Five General Unsecured Claims (convenience class claims
of under $1,000 each) are impaired. Each holder of a Class Five
Claim will be paid 5% of its allowed claim as soon as reasonably
practicable. Class Five Claims are not anticipated to exceed
$2,000.

The Debtor, for many years, operated a daycare center out of a
building in the 7100 block of Woodland Avenue in the city of
Cleveland Ohio. After that building was foreclosed upon and
ultimately sold, debtor had disagreements with the landlord about
rent and other issues, resulting in a lockout and ultimately
resulting in the filing of this case.

Since the Petition Date, the Debtor has negotiated for new space,
and the court has approved its new lease. The debtor is operating
from a building at 4400 Carnegie Ave., Cleveland, OH and has slowly
been rebuilding its revenues. The Debtor anticipates that revenues
will continue to climb which will result in sufficient income to
pay the amounts contemplated under this plan.  The debtor's move
resulted in a reduction of students from 170 to 107. However,
enrollment is steadily increasing.  The Debtor is also reduced
payroll to management and is extending evening hours.  The debtor
is in process of re-enrolling families who need evening childcare.


The Debtor will make monthly deposits to a Distribution Account to
be hereafter established, and will fund the Plan from operating
funds.  Annually, the Debtor will make the distributions required
in the Plan.

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

         http://bankrupt.com/misc/ohnb17-14759-52.pdf

             About The Family for Life Foundation

The Family For Life Foundation filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ohio Case No. 17-14759) on Aug. 12, 2017,
estimating under $1 million in both assets and liabilities.  The
Debtor is represented by Glenn E. Forbes, Esq., at Forbes Law LLC.


FINAL FOUR: Court Conditionally Approves Disclosure Statement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
conditionally approved the disclosure statement explaining Final
Four Food Corp.'s plan.

                      About Final Four Food

Final Four Food Corp. filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 16-29966) on Oct. 19, 2016, disclosing
under $1 million in both assets and liabilities.  The Debtor is
represented by Medina Law Firm LLC as counsel.


FIRSTENERGY SOLUTIONS: Agreement Reached with Creditors in Ch.11
----------------------------------------------------------------
FirstEnergy Corp. on April 23, 2018, disclosed that it has reached
an agreement in principle with two groups of key creditors in the
Chapter 11 proceedings of FirstEnergy Solutions (FES), its related
entities and FirstEnergy Nuclear Operating Company (FENOC) on a
proposed settlement of all potential claims among FE, FES and the
creditor groups.  Collectively, the creditors in this agreement
represent a majority of the outstanding unsecured and secured debt
obligations of FES and its related entities, including the majority
of Bruce Mansfield certificate holders.

On March 31, 2018, FES, its subsidiaries and FENOC made voluntary
Chapter 11 filings under the United States Bankruptcy Code.
FirstEnergy and its distribution, transmission, regulated
generation and Allegheny Energy Supply (AE Supply) subsidiaries
were not part of the filing.

This agreement in principle is a significant step toward FES, its
related entities, and FENOC ultimately emerging from bankruptcy.
The settlement is intended to fully release FirstEnergy and related
parties from all claims.  It provides FES, its subsidiaries, and
FENOC with assistance from FirstEnergy on key business matters
during the restructuring process.  The agreement also affirms
FirstEnergy's previously announced guarantees and assurances of
certain FES employee-related obligations, which include unfunded
pension obligations and other employee benefits, and provides for
the waiver of certain inter-company claims held by FirstEnergy.

The agreement is subject to approval by the FirstEnergy and AE
Supply boards of directors, the execution of definitive agreements
and certain other conditions, and -- as to participation by FES,
its subsidiaries and FENOC -- approval by their respective boards.
It also is subject to the approval of the Bankruptcy Court.

The creditor groups also agreed to use their best efforts to have
the Official Committee of the Unsecured Creditors, as well as any
remaining key creditors, join the settlement by June 15, 2018.  The
complete terms of the agreement are described in a court filing
made today in the FES Chapter 11 proceedings and in a disclosure on
Form 8K, which will be available at
http://investors.firstenergycorp.com/IRW/Docs.

                  About FirstEnergy Solutions

Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE).  FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries.  FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary.  Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.

On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757).  The cases are pending before the
Honorable Judge Alan M. Koschik, and the Debtors have requested
that their cases be jointly administered.

Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process.  First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.

Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel to
the Filing Entities, Lazard Freres & Co. is serving as investment
banker and Alvarez & Marsal North America, LLC is serving as
restructuring advisor and Charles Moore has been appointed as Chief
Restructuring Officer for the Filing Entities.  Prime Clerk serves
as the Debtors' claims and noticing agent.


FIRSTENERGY SOLUTIONS: OVEC Bid to Withdraw Reference Rejected
--------------------------------------------------------------
In the case captioned OHIO VALLEY ENERGY CORP., Movant, v.
FIRSTENERGY SOLUTIONS CORP., Respondent, Case No. 5:18-MC-34 (N.D.
Ohio), District Judge Dan Aaron Polster denied Ohio Valley Energy
Corp.'s motion to withdraw reference requesting the Court to
withdraw the Rejection Motion from the Bankruptcy Court's
jurisdiction.

OVEC owns and operates power plants in Ohio and Indiana. It
generates and sells wholesale power to companies, including
FirstEnergy Solutions Corp., pursuant to an Inter-Company Power
Agreement ("ICPA"). On March 26, 2018, OVEC initiated an action
before the Federal Energy Regulatory Commission ("FERC"), seeking
findings regarding FES's anticipated rejection of the ICPA. On
April 1, 2018, FES filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code. FES also filed a Rejection
Motion seeking authority from the Bankruptcy Court to reject the
ICPA.

The Court determines that it need not withdraw the Rejection Motion
because the Bankruptcy Court will not have to engage in any
significant interpretation of the Federal Power Act. The Court
finds that FERC and the Bankruptcy Court have concurrent
jurisdiction over the ICPA. Thus, FES must seek approval from both
FERC and the Bankruptcy Court to reject the ICPA. FERC will apply
the FPA's public interest standard to determine if the rejection
comports with federal law. The Bankruptcy Court will apply its
business judgment standard to determine if the rejection is
consistent with Chapter 11 of the Bankruptcy Code. The order in
which these decisions are issued is of no consequence because FES
cannot reject the ICPA without approval from both FERC and the
Bankruptcy Court.

Accordingly, OVEC's motion is denied and FES's Motion for Rejection
will remain within the Bankruptcy Court's jurisdiction.

A copy of the Court's Order dated April 5, 2018 is available at
https://bit.ly/2vsomLY from Leagle.com.

Ohio Valley Energy Corporation, Movant, represented by Richard A.
Baumgart -- rbaumgart@dsb-law.com -- Dettelbach Sicherman &
Baumgart.

FirstEnergy Solutions Corp., Respondent, represented by Bridget A.
Franklin -- bfranklin@brouse.com -- Brouse McDowell, Christopher A.
Tipping , Stark & Knoll -- ctipping@stark-knoll.com -- John C.
Fairweather -- jfairweather@brouse.com -- Brouse McDowell, Kate M.
Bradley -- kbradley@brouse.com -- Brouse McDowell, Lisa S.
DelGrosso -- ldelgrosso@brouse.com -- Brouse McDowell & Marc B.
Merklin -- mmerklin@brouse.com -- Brouse McDowell.

             About FirstEnergy Solutions

Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE).  FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries.  FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary.  Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.

On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757).  The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested that
their cases be jointly administered under Case No. 18-50757.

Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process.  First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.

Akin Gump Strauss Hauer & Feld LLP is serving as legal counsel to
the Filing Entities, Lazard Freres & Co. is serving as investment
banker and Alvarez & Marsal North America, LLC is serving as
restructuring advisor and Charles Moore has been appointed as Chief
Restructuring Officer for the Filing Entities.  Prime Clerk serves
as the Debtors' claims and noticing agent.


FLORIDA DIRT: Wants Court Approval to Use Cash Collateral
---------------------------------------------------------
Florida Dirt Source, LLC, and its debtor-affiliate FDS Trucking,
LLC, ask the U.S. Bankruptcy Court for the Middle District of
Florida for authority to use cash collateral.
                                
The Debtors disclosed that prior to filing their Chapter 11 Cases,
the Florida Dirt Source and Centennial Bank entered into a Business
Manager Agreement with Businesses and Professionals.

Under the Prepetition Purchase and Sale Agreement, Centennial
agreed to provide accounts purchase financing.  The prepetition
accounts purchase financing was for an amount of $4,000,000.  On
the date of the filing of the Petition, Centennial had outstanding
funding of approximately $2,411,335 with credit available of
$1,588,665.02. There was $318,532 held in the Reserve Account at
the time of the filing of the Petition.  The Debtors have
$2,591,267 in total receivables with approximately $1,900,000 in
current receivables.

The Debtors requested that the Court authorize them to assume the
executory contracts with Centennial Bank and enter into the
modification thereof with LSQ Funding Group, L.C.

LSQ has a referral relationship with Centennial Bank and was
referred to the Debtors as a Post-Petition funding source for
purchasing account receivables. LSQ is finalizing negotiations with
Centennial Bank to acquire the pre-petition fully secured position
of Centennial Bank subject to LSQ paying a purchase price to
Centennial Bank equal to the full outstanding balance of all
outstanding monetary obligations the Florida Dirt Source owes to
Centennial Bank and approval by this Court.  As of April 11, 2018,
1:55 p.m., the amount required for payment to Centennial Bank of
the purchase price is $1,842,682 which is based on the total amount
owed of $2,408,397 less Centennial Bank retaining the reserve which
totals $565,715 which Purchase Price may increase by any amounts
disbursed thereafter from the cash collateral account or decrease
by any sums thereafter collected from outstanding accounts and
which Purchase Price excludes expenses that will be quantified and
payable prior to closing consisting of attorney's fees and
out-of-pocket costs.

LSQ and the Debtor would agree to continue the Postpetition
accounts receivable purchase/sale arrangement similar to the
arrangement that existed between the Florida Dirt Source and
Centennial Bank prepetition.

In order to continue the Debtors' invoice purchase and sale
arrangement with LSQ, the Debtors require Court authority under
Sections 363 and 364 of the Code and other relief requested herein.
The Debtors have negotiated to the best of their ability a
Post-Petition Invoice Purchase/Sale Arrangement with LSQ on
substantially the same terms as the Pre-Petition Invoice Purchase
and Sale documents with Centennial Bank.

                     Postpetition Financing

In order to preserve its ongoing business and going concern, the
Debtors require post-petition financing or factoring of its
accounts receivable. LSQ would agree pursuant to the terms and
conditions of the Post-Petition Invoice Purchase/Sale Agreements to
purchase accounts and make post-petition advances against same to
the Debtors in an amount not to exceed $5 million, pursuant to
Sections 363(b) and (f), and 364(c) and (d) of the Bankruptcy Code
and Bankruptcy Rules 2002, 4001 and 9014. This Motion requests that
the Court grant emergency relief and schedule further interim
and/or final hearings to consider approval of the Post-Petition
Invoice Purchase/Sale Arrangement on a further interim and/or final
basis.

                Invoice Purchase/Sale Arrangement

The Debtors have no unencumbered funds or credit available to fund
their business operations. LSQ has agreed to continue to fund the
Debtors’ operations under a Post-Petition Invoice Purchase/Sale
Arrangement through the purchase of the Debtors’ accounts
receivable.
Without the funding from LSQ pursuant to the Post-Petition Invoice
Purchase/Sale Arrangement, the Debtors’ operations will be
irreparably harmed. Therefore, it is imperative that the Debtors be
authorized to continue their account purchase/sale arrangements
with LSQ under the Post-Petition Invoice Purchase/Sale Arrangement
in order to preserve the business.

To continue their business operations, the Debtors must be able to
provide comfort to its clients, personnel and vendors that it will
be able to pay in the ordinary course for all post-petition
purposes including aggregates, fuel, insurances, and wages.
Continuing the invoice purchase/sale arrangement with LSQ will
provide the Debtors with the cash liquidity necessary to operate
their business and to pay the wages, salaries, fuel, utilities,
aggregates, insurances, and other expenses associated with running
the Debtors’ business.

In order to avoid immediate and irreparable harm to the Debtors
pending the final hearing, the Debtors ask the Court to allow them
to continue the invoice purchase/sale arrangement with LSQ under
the Post-Petition Invoice Purchase/Sale Arrangement immediately.

                     Cash Collateral Use

The Debtors ask the Court for authority to use the proceeds paid to
the Debtors by LSQ from the sale of accounts to LSQ pursuant to the
Post Petition Invoice Purchase/Sale Agreements and other cash
collateral substantially in accordance with the terms and
conditions set forth in the Order. LSQ will be the only party that
may have a perfected security interest in the Debtors’ property
which may constitute, inter alia, Cash Collateral.

The Debtors told the Court that it had already used some of the
cash collateral under an Interim Cash Collateral Order.  The cash
collateral already used by the Debtors will be treated as advances
already received by Debtors from LSQ for the purchase of
postpetition accounts, which will reduce the purchase price of such
accounts if and when LSQ purchases them after approval of this
arrangement by the Court.

As adequate protection for the Debtors' use of Cash Collateral and
the sale of accounts to LSQ free and clear of interests, as well as
the imposition of senior liens in favor of LSQ, any adequate
protection payments ordered by the Court to any creditor that has
an interest in Cash Collateral will be paid from the Debtors'
unencumbered assets, or from the proceeds received by the Debtors
from the sale of accounts to LSQ, and that LSQ's interest in the
accounts and collections from the accounts shall remain
unencumbered by the liens of any prepetition creditors, which shall
in any event no longer attach to the said accounts and collections
sold to LSQ.  All liens of prepetition creditors on Cash Collateral
shall cease attaching to post-petition account accounts and
collections from them, and such creditors shall not be entitled to
replacement liens on such accounts and the collections therefrom,
but will be relegated to seeking adequate protection payment.

A full-text copy of the Debtors' Motion can be viewed at:

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

                   About Florida Dirt Source

Florida Dirt Source, LLC -- http://www.fldirt.com/-- supplies bulk
aggregates and transportation services throughout the state of
Florida and Southern Georgia.  The Company supplies DOT approved
materials, crushed concrete and a wide variety of limerock and
granite aggregates, crushed stone, sand and shell, for use in the
construction of highways and other infrastructure projects, as well
as in the domestic commercial and residential construction
industries. The aggregates products, along with fill dirt,
landscape materials and road paving materials, are sold and shipped
from the Company's network of mines and distribution yards located
throughout the state of Florida and Southern Georgia.  Florida Dirt
is affiliated with FDS Trucking, LLC, which sought bankruptcy
protection on March 28, 2018 (Bankr. M.D. Fla. Case No. 18-02422).

The company filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
18-02352) on March 27, 2018.  Its petition was signed by managing
member Gerard W. Rousseau, estimating assets between $1 million to
$10 million and estimated liabilities between $10 million to $50
million.


FUSION CUSTOM: Court Extends Use of Cash Collateral
---------------------------------------------------
The Hon. Laura T. Beyer of the U.S. Bankruptcy Court for the
Western District of North Carolina entered a second interim order
allowing Fusion Custom Trailers & Motorcoaches Inc. use of cash
collateral through May 1, 2018.

The Debtor is expected to utilize the cash collateral under an
approve budget which projects cash amounting to $120,000 and
estimated expenses at $97,326.

As reported in the Troubled Company Reporter on April 6, 2018, the
Debtor had asked the Court to use cash collateral citing that
without such authorization, it will be unable to meet its operating
expenses and will be forced to cease operations immediately, rather
than reorganizing its business structure in order to maximize value
for the bankruptcy estate and creditors.
Without immediate access to cash, the Debtor's inability to pay its
ordinary operating expenses would lead to a quick collapse of its
business.

The Debtor said that Cass County Bank and Malvern Bank claim an
interest in certain pre-petition bank accounts, accounts
receivable, and the proceeds therefrom.

As adequate protection, the Court ruled that Cass County Bank and
Malvern Bank are granted valid, attached, choate, enforceable,
perfected and continuing replacement liens upon all post- petition
assets of the Debtor of the same character and type, to the same
extent and with the same validity as the liens and encumbrances of
the Lenders attached to the Debtor’s assets pre-petition. The
security interests and liens of both Cass County Bank and Malvern
Bank upon the post-petition assets of the Debtor shall have the
same priority as existed among the two banks, the Debtor, and all
other creditors or claimants against the Debtor’s estate on the
Petition Date. With respect to the post-petition liens and security
interests granted by the Interim Order, Cass County Bank and
Malvern Bank may, but need not, take such steps as are reasonably
necessary to perfect the same, and all filed financing statements
or other documents listing Debtor as borrower and the banks as
secured parties shall be deemed to have been filed and the
post-petition liens and security interests granted herein shall be
deemed to have been perfected on the Petition Date, subject to the
certain provisions.

The Court ruled as well that Malvern Bank’s post-petition
replacement lien shall have priority over Cass County Bank CCB to
the extent of $32,214.72, representing the amount of funds held in
the Debtor’s demand deposit checking account at Malvern on the
Petition Date against which Malvern asserts a right of setoff.

The Court said that the Interim Order is also entered without
prejudice to: (a) the claims, rights, and defenses that the Debtor
and/or any other party in interest may have to challenge the
nature, validity, priority or extent of the liens asserted by the
Lenders or other creditors; and (b) any and all claims, rights, and
defenses the Lenders or other creditors may allege in any action to
challenge the nature, validity, priority or extent of the liens
they may assert.

A final hearing on the use of cash collateral is scheduled on May
1, 2018 at 9:30 a.m.

A full-text copy of the Judge Beyer's Order is available at:

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


                 About Fusion Custom Trailers

Fusion Custom Trailers & Motorcoaches manufactures and services
custom built trailers, motor coaches, and truck conversions from
its leased premises in Salisbury, North Carolina.  The Debtor's
principal, John E. Nicholson, is a resident of Mooresville, North
Carolina, and a debtor in that Chapter 13 bankruptcy proceeding
currently pending (Bankr. W.D.N.C. Case No. 18-50151).

Fusion Custom Trailers & Motorcoaches Inc. filed a Chapter 11
petition (Bankr. W.D.N.C. Case No. 18-30445) on March 20, 2018.

Fusion Custom Trailers is represented by:

         Richard S. Wright, Esq.
         Caleb Brown, Esq.
         MOON WRIGHT & HOUSTON, PLLC
         121 West Trade Street, Suite 1950
         Charlotte, North Carolina 28202
         Telephone: (704) 944-6560


GORDON ST. CONDOS: Wants OK to Use Arch Loans Cash Collateral
-------------------------------------------------------------
Gordon St. Condos, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for authority to use the cash
collateral of Arch CBT SPE, LLC.

The Debtor revealed that its sole asset is the four-unit real
property located at 1200-1202 Gordon Street, Los Angeles,
California, with current value estimated at $1,300,000.

Prior to the Petition Date, on or about June 23, 2014, Helping Hand
Investments, Inc., and a gentleman by the name of Peter Beskodarny,
whose mother used to own the Property, entered into a joint venture
agreement pursuant to which the Property was to be transferred to
the Debtor, with HH holding a 50.1% interest and Beskodarny holding
a 49.9% interest in the Debtor, for the purpose of entitling and
developing the Property into multi-family condos/apartments.

After the entry into the joint venture, the Property was
transferred to the Debtor for the purpose of entitling and
developing the Property. Title to the Property was subsequently
transferred to Napa Industries LLC to assist in the financing
process, although the economic interests remained unchanged with
Mr. Beskodarny retaining his 49.9% interest in the ownership
entity.

Pursuant to a deed of trust and other loan documents entered into
in March and April of
2016, Napa granted to Arch Loans SPE, LLC a first priority security
interest in the Property and the rents, profits, issues, and other
proceeds and revenue of the Property, including the Rents existing
as of the Petition Date and post-petition Rents of the Property.

The Debtor told the Court that since the start of the joint venture
relationship, Mr. Beskodarny has been collecting 100% of the rents
from the Property without any accounting or allocation of the
revenue to his interest in the Debtor. Upon case commencement, the
Debtor made a demand on Mr. Beskodarny to cease collecting rent, to
turn over all rent to the Debtor and to account for such rent. The
Debtor also demanded information as to the identity of the tenants
and the rental terms for each of the units.

The Debtor said that it has not received such information from Mr.
Beskodarny and has not received any of the rent proceeds. As of the
Petition Date, the Debtor’s obligation to Arch totals
approximately $1,133,888.69.

The Debtor said further that it negotiated the terms of a
stipulation for use of cash collateral with Arch Loans with
material terms being: (1) the case is deemed to be a Single Asset
Real Estate case; (2) rents generated by the Property constitute
cash collateral of Arch; (3) cash collateral may be used for
operation of the Property; (4) the Debtor shall pay to Arch monthly
payments equal to $9,450, which is the nondefault interest amount.
To the extent that the Debtor does not have sufficient funds to
make such payment, Napa covenants and agrees to make such payment,
or any shortfall thereof, without prejudice to seeking
reimbursement of such amount from the Debtor and/or its bankruptcy
estate; and (5) Arch shall receive replacement liens.

The Debtor argued that Arch Loans is the only secured creditor that
may actually have an interest in the cash collateral and under the
Stipulation has agreed to its use.

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

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

                     About Gordon St. Condos

Gordon St. Condos LLC, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101(51B)), is the fee simple owner of a four-unit real
property located at 1200 Gordon Street Los Angeles, CA 90038 with a
comparable sale value of $1.30 million.  The company had gross
rental revenue of $72,000 in 2017 and $72,000 in 2016.

Gordon St Condos LLC, based in Agoura Hills, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-10096) on Jan. 11, 2018.  In
the petition signed by Paul Morady, manager of Napa Industries,
LLC, manager, the Debtor disclosed $1.58 million in assets and
$1.14 million in liabilities.  The Hon. Martin R. Barash presides
over the case.  David B. Golubchik, Esq., at Levene Neale Bender
Yoo & Brill L.L.P., serves as bankruptcy counsel.


GREATER CLEVELAND: Bankruptcy Administrator to Form Committee
-------------------------------------------------------------
William Miller, U. S. bankruptcy administrator, on April 23 filed
with the U.S. Bankruptcy Court for the Middle District of North
Carolina a notice of opportunity to serve on the official committee
of unsecured creditors in the Chapter 11 case of Greater Cleveland
Avenue Christian Church.

Unsecured creditors willing to serve on the committee are required
to file a response within 10 days from April 23.  

An organizational meeting will be scheduled after the committee is
appointed, according to the filing.

Mr. Miller can be reached through:

     Susan O. Gattis
     Bankruptcy Analyst
     101 S. Edgeworth Street
     Greensboro, NC 27401
     Fax: 336-291-9913
     Email: susan_gattis@ncmba.uscourts.gov

Greater Cleveland is represented by:

     Samantha K. Brumbaugh, Esq.
     Ivey, McClellan, Gatton & Siegmund, LLP
     100 S. Elm Street, Suite 500
     P.O. Box 3324
     Greensboro, NC 27402
     Tel: 336-274-4658
     Fax: 336-274-4540
     Email: skb@iveymcclellan.com

                  About Greater Cleveland Avenue
                         Christian Church

Greater Cleveland Avenue Christian Church is a non-profit religious
organization in Winston-Salem, North Carolina.

Greater Cleveland Avenue Christian Church sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No.
18-50410) on April 20, 2018.  Bishop Sheldon M. McCarter, member
and pastor, signed the petition.  

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

Judge Catharine R. Aron presides over the case.


HAGGEN HOLDINGS: David Carickhoff Named Mediator in iControl Case
-----------------------------------------------------------------
HH Liquidation, LLC's official committee of unsecured creditors and
iControl Systems USA, LLC signed a stipulation, which provides for
the appointment of David Carickhoff, Jr., Esq., of Archer &
Greiner, P.C. as mediator in a case (Adv. Proc. No. 17-51150) filed
by the committee against the company.

iControl is represented by:

     Jeffrey C. Wisler, Esq.
     Kelly M. Conlan, Esq.
     Connolly Gallagher LLP
     The Brandywine Building
     1000 N. West Street, Suite 1400
     Wilmington, DE 19801
     Telephone: (302) 757-7300
     Facsimile: (302) 658-0380
     Email: jwisler@connollygallagher.com
     Email: kconlan@connollygallagher.com

                       About Haggen Holdings

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors. The petitions were signed by Blake Barnett, the chief
financial officer. The Debtors estimated assets of $50 million to
$100 million and estimated liabilities of $10 million to $50
million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
seven creditors to the official committee of unsecured creditors.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the
Committee.  Giuliano, Miller & Company, LLC, serves as tax advisors
to the Committee.

                        *     *     *

Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.


HAGGEN HOLDINGS: David Stern Named Mediator in Eleven Western Case
------------------------------------------------------------------
HH Liquidation, LLC's official committee of unsecured creditors and
Eleven Western Builders Inc. signed a stipulation, which provides
for the appointment of David Stern, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP as mediator in a case (Adv. Proc. No.
17-51183) filed by the committee against the company.

Eleven Western is represented by:

     Carl N. Kunz, III, Esq.
     Morris James LLP
     500 Delaware Avenue, Suite 1500
     Wilmington, DE 19801
     Telephone: (302) 888-6811  
     Facsimile: (302) 571-1730
     Email: ckunz@morrisjames.com

          - and -

     Paul J. Leeds, Esq.
     Maggie E. Schroedter, Esq.
     Higgs Fletcher & Mack LLP
     401 West "A" Street, Suite 2600
     San Diego, CA 92101-7913
     Telephone: (619) 236-1551
     Facsimile: (619) 696-1410
     Email: leedsp@higgslaw.com
     Email: schroedterm@higgslaw.com

                       About Haggen Holdings

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors. The petitions were signed by Blake Barnett, the chief
financial officer. The Debtors estimated assets of $50 million to
$100 million and estimated liabilities of $10 million to $50
million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
seven creditors to the official committee of unsecured creditors.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the
Committee.  Giuliano, Miller & Company, LLC, serves as tax advisors
to the Committee.

                        *     *     *

Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.


HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Gourmet Case
-------------------------------------------------------------
HH Liquidation, LLC's official committee of unsecured creditors and
Gourmet Merchants International, Inc. signed a stipulation, which
provides for the appointment of Ian Connor Bifferato, Esq., at The
Bifferato Firm, as mediator in a case (Adv. Proc. No. 17-51075)
filed by the committee against the company.

Gourmet is represented by:

     Matthew P. Austria
     Austria Shrum LLC
     1201 N. Orange Street, Suite 502
     Wilmington, DE 19801
     Telephone: (302) 521-5197
     Facsimile: (302) 543-6386
     Email: maustria@austriashrum.com

                       About Haggen Holdings

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors. The petitions were signed by Blake Barnett, the chief
financial officer. The Debtors estimated assets of $50 million to
$100 million and estimated liabilities of $10 million to $50
million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
seven creditors to the official committee of unsecured creditors.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the
Committee.  Giuliano, Miller & Company, LLC, serves as tax advisors
to the Committee.

                        *     *     *

Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.


HAGGEN HOLDINGS: Ian Bifferato Named Mediator in Solis Case
-----------------------------------------------------------
HH Liquidation, LLC's official committee of unsecured creditors and
Solis Lighting and Electrical Services, Inc., signed a stipulation,
which provides for the appointment of Ian Connor Bifferato, Esq.,
at The Bifferato Firm, as mediator in a case (Adv. Proc. No.
17-51092) filed by the committee against the company.

Solis Lighting is represented by:

     Matthew P. Austria
     Austria Shrum LLC
     1201 N. Orange Street, Suite 502
     Wilmington, DE 19801
     Telephone: (302) 521-5197
     Facsimile: (302) 543-6386
     Email: maustria@austriashrum.com

                       About Haggen Holdings

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors. The petitions were signed by Blake Barnett, the chief
financial officer. The Debtors estimated assets of $50 million to
$100 million and estimated liabilities of $10 million to $50
million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
seven creditors to the official committee of unsecured creditors.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the
Committee.  Giuliano, Miller & Company, LLC, serves as tax advisors
to the Committee.

                        *     *     *

Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.


HAGGEN HOLDINGS: Ian Bifferato Named Mediator in TBSI Case
----------------------------------------------------------
HH Liquidation, LLC's official committee of unsecured creditors and
Township Building Services, Inc. signed a stipulation, which
provides for the appointment of Ian Connor Bifferato, Esq., at The
Bifferato Firm, as mediator in a case (Adv. Proc. No. 17-51105)
filed by the committee against the company.

Township Building is represented by:

     Matthew P. Austria
     Austria Shrum LLC
     1201 N. Orange Street, Suite 502
     Wilmington, DE 19801
     Telephone: (302) 521-5197
     Facsimile: (302) 543-6386
     Email: maustria@austriashrum.com

                       About Haggen Holdings

Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store.  From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States.  From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.

Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.

Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors. The petitions were signed by Blake Barnett, the chief
financial officer. The Debtors estimated assets of $50 million to
$100 million and estimated liabilities of $10 million to $50
million.

Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel.  Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel.  Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.

T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
seven creditors to the official committee of unsecured creditors.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the
Committee.  Giuliano, Miller & Company, LLC, serves as tax advisors
to the Committee.

                        *     *     *

Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.


HCR MANORCARE: ProMedica Assumes Plan Sponsor Role from QCP
-----------------------------------------------------------
Quality Care Properties, Inc., has entered into an agreement with
ProMedica Health System, Inc., under which ProMedica will assume
the rights and obligations of QCP pursuant to the original plan
sponsor agreement between QCP and HCR ManorCare Inc. entered into
on March 2, 2018.

As a result, ProMedica will acquire HCR ManorCare at the completion
of HCR ManorCare's Chapter 11 bankruptcy process.

Separately, QCP entered into a definitive agreement to be acquired
by Welltower Inc. (NYSE: WELL) for $20.75 per share in an all-cash
transaction that would close concurrently with the closing of the
QCP and ProMedica transaction. The per share acquisition price
represents an approximate 64.7% premium to the closing price of QCP
common stock on March 1, 2018, the last day of trading prior to
QCP's announcement that it had entered into the original plan
sponsor agreement to acquire HCR ManorCare, as well as an
approximate 17.3% premium to the 60-day volume weighted average
price ended April 24, 2018. The QCP Board of Directors has
unanimously determined that the transaction is in the best
interests of QCP and its shareholders, and will recommend that QCP
shareholders approve the transaction.

In addition, ProMedica and Welltower announced a strategic joint
venture agreement to facilitate these transactions.

Mark Ordan, QCP's Chief Executive Officer, said, "We are pleased to
reach these agreements with ProMedica and Welltower, which provide
QCP shareholders with strong, certain and immediate value and
position the great team at HCR ManorCare to continue providing high
quality care to patients and their families. Since our spin 17
months ago, we have worked through a difficult situation with our
principal tenant and navigated industry headwinds that pressured
our EBITDA, while under a constraining financing umbrella. Our
Board carefully evaluated our standalone prospects and options
going forward and determined that this transaction is the best path
forward for all of our stakeholders in light of QCP's risks and
opportunities. Through these agreements, we have found a unique
owner for our skilled nursing and memory care/assisted living
facilities with a relatively low cost of capital, an enormous and
flexible balance sheet, a large CAPEX commitment to our assets and
a vision of long-term value, beyond what QCP could likely deliver
on a standalone and risk adjusted basis."

Mr. Ordan continued, "Ensuring the continuation of the
highest-quality patient care has always been among our top
priorities. We believe the intended capital infusion by ProMedica
and Welltower will benefit the well-being of many thousands of
patients, residents and employees of HCR ManorCare."

QCP will receive a reverse termination fee of $250 million if
ProMedica fails to acquire HCR ManorCare in the bankruptcy
proceeding, and QCP will pay Welltower a termination fee of $19.8
million (or $59.5 million, in certain circumstances) if QCP
terminates the agreement to accept a superior proposal, in each
case subject to the provisions of the agreement.

The ProMedica transaction is subject to approval by the U.S.
Bankruptcy Court overseeing HCR ManorCare's Chapter 11 case and
other customary closing conditions.

The Welltower transaction is subject to approval by QCP
shareholders and other customary closing conditions.

Each transaction is also, for all practical purposes,
cross-conditioned on the occurrence of the other.

The transactions are not subject to a financing condition and are
expected to close during the third quarter of 2018.

Goldman, Sachs & Co. LLC and Lazard acted as financial advisors to
QCP.  Wachtell, Lipton, Rosen & Katz acted as legal advisor to
QCP.

Barclays acted as financial advisor to Welltower.  Gibson, Dunn &
Crutcher LLP acted as legal advisor to Welltower.

Shumaker, Loop & Kendrick, LLP acted as legal advisor to
ProMedica.

                      QCP Investor Conference

On April 26, 2018, QCP hosted a conference call with investors to
discuss the definitive agreement to be acquired by Welltower Inc.
and separate definitive agreement with ProMedica Health System,
Inc. and HCR ManorCare, Inc.

According to QCP CEO Ordan, the agreements with ProMedica and
Welltower "are intended to provide us with the flexibility to
ensure that QCP shareholders obtain substantial value and
certainty.  Under the agreements, we have the benefit of a 'go
shop' provision that permits QCP and its advisors to solicit,
receive, evaluate and negotiate alternative proposals for QCP. QCP
will pay Welltower a termination fee of $19.8 million (or in
certain circumstances $59.5 million) if QCP terminates the
agreement to accept a superior proposal, in each case subject to
the provisions of the agreement. If there is a willing bidder that
can offer better value to QCP shareholders than the unique
combination of ProMedica and Welltower, we are sure that we'll hear
from them."

"In addition, the transactions are designed to incentivize closing
and provide certainty for QCP shareholders. Subject to certain
limitations, QCP will receive a reverse termination fee of $250
million if ProMedica fails to acquire HCR ManorCare in the
bankruptcy proceeding or if certain milestones in the bankruptcy
proceeding are not met on schedule."

CEO Ordan said, " We, along with our very active Board of
Directors, were well advised, extremely well advised, working very
closely with Houlihan Lokey, Lazard, the team at Alvarez and
Marsal, and Goldman Sachs.  We retained legal counsel from Sullivan
and Cromwell, Paul Weiss on bankruptcy matters, Dechert on
healthcare and regulatory matters and Wachtell Lipton on the
transaction we just announced. We believe we had a very good
understanding of our strengths and also of our risks. We very
carefully examined all possible paths forward, and the value that
could possibly be achieved while also importantly keeping the risk
of achieving that in mind."

He also explained, "While we believe that we could create value by
taking over HCR ManorCare, the fact is there were significant risks
with that plan. When the opportunities for these transactions came
up, we closely reviewed them. And ultimately, we determined that
the unique transactions that we are announcing today provide a
better path toward achieving the two goals I highlighted earlier --
maximizing value and ensuring the continuation of patient care."

"First, the all-cash transaction, without a financing contingency,
provides our shareholders with strong, certain and immediate value
for the entire company, without the risks associated with our
standalone plan or the execution risk of a drawn-out process to
sell component parts of the business piecemeal.

"Second, the price is compelling. The per share acquisition price
represents a 64.7% premium to the closing price of QCP common stock
on March 1, the last day of trading prior to QCP’s announcement
that it had entered into the original plan sponsor agreement to
acquire HCR ManorCare, as well as an approximately 17.3% premium to
the 60-day volume weighted average price ended on April 24, 2018.

"These premiums reflect the value that the QCP team created as a
result of our work over the last 17 months, and we believe now is
the best risk-adjusted time to capture that value.

"Third, and very importantly, we believe that ProMedica and
Welltower are well-positioned acquirers and they will not face the
same risks and constraints that we would face in managing our
assets. While we are very confident in this assessment, the go-shop
transaction structure gives us the flexibility to find a buyer who
might be better positioned and provide more value to our
shareholders."

CEO Ordan further noted that Welltower has a very relatively low
cost of capital.

"They have an enormous and flexible balance sheet. And a large
CAPEX commitment to our assets along with a vision of long-term
value, beyond which QCP could likely deliver on a standalone and
risk adjusted basis," he added.

"In addition, the intended capital infusion by ProMedica and
Welltower of more than $200 million in the first two years as part
of their joint venture will benefit the well-being of many
thousands of patients, residents and the employees of HCR
ManorCare.

"Together, ProMedica and Welltower have an admirable commitment to
Toledo and to the employees of HCR ManorCare, and we believe that
the combination of ProMedica and Welltower will be unmatched in
ensuring quality patient care."

                About Quality Care Properties

Headquartered in Bethesda, Maryland, Quality Care Properties, Inc.
(NYSE: QCP) is a real estate company focused on post-acute/skilled
nursing and memory care/assisted living properties.  QCP's
properties are located in 29 states and include 257
post-acute/skilled nursing properties, 61 memory care/assisted
living properties, a surgical hospital and a medical office
building.

QCP was formed in 2016 to hold:

     * the HCR ManorCare, Inc. portfolio,
     * 28 other healthcare related properties,
     * a deferred rent obligation due from HCRMC under a master
       lease agreement -- Tranche B DRO; and
     * an equity method investment in HCRMC previously held by
       HCP, Inc.

QCP was a wholly owned subsidiary of HCP.  It was separated from
HCP, effective October 31, 2016.

As of Dec. 31, 2017, Quality Care had $4.39 billion in total
assets, $1.79 billion in total liabilities, $1.93 million in
redeemable preferred stock and total equity of $2.59 billion.

                           *     *     *

As reported by the Troubled Company Reporter on Oct. 24, 2017,
Moody's Investors Service confirmed QCP's ratings, including its
Caa1 corporate family rating (CFR) following QCP's announcement
that the REIT's work-out discussions with its struggling tenant,
HCR Manorcare, Inc. (HCR, unrated), are continuing.  Moody's said
the continued discussions indicate that both QCP and HCR are
pursuing an out-of-court resolution, a welcome development for QCP
from a credit perspective.

As reported by the TCR on Dec. 20, 2017, S&P Global Ratings lowered
its corporate credit rating on QCP to 'CCC' from 'B-' after the
company announced it would extend the deadline to negotiate with
HCR ManorCare until Jan. 15, 2018, with no amendment or waiver
reached on the covenant under its credit facilities.  HCR's
operating performance has weakened significantly, limiting the
company's ability to pay rent sufficient enough to alleviate a
covenant breach. According to S&P's projections, the debt service
coverage covenant (DSC) could be breached as early as the first or
second quarter of 2018.

                      About HCR ManorCare

Headquartered in Toledo, Ohio, HCR ManorCare, Inc. --
https://www.hcr-manorcare.com/ -- is a national healthcare provider
that, through certain non-debtor providers, operates a network of
more than 450 locations nationwide across these business segments:
(a) skilled nursing and inpatient rehabilitation facilities (SNFs),
memory care facilities, and assisted living facilities; (b) hospice
and home health care agencies; and (c) outpatient rehabilitation
clinics and other ancillary healthcare and related businesses.  The
company has approximately 50,000 employees in full- and part-time
positions.

HCR ManorCare sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 18-10467) on March 4, 2018, with a
deal with its landlord, Quality Care Properties Inc., to take
control of the company.  In the petition signed by CRO John R.
Castellano, the Debtor disclosed $4.264 billion in assets and
$7.118 billion in liabilities as of Dec. 31, 2017.  Judge Kevin
Gross presides over the case.

HCR ManorCare tapped Sidley Austin LLP as bankruptcy counsel;
Young, Conaway, Stargatt & Taylor LLP as co-counsel; Moelis &
Company LLC as investment banker; AP Services LLC as financial
advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing
agent and administrative advisor.

QCP retained legal counsel from Sullivan and Cromwell, Paul Weiss
on bankruptcy matters, Dechert on healthcare and regulatory matters
and Wachtell Lipton to advise on separate deals with ProMedica and
Welltower.  QCP also retained Houlihan Lokey, Lazard, the team at
Alvarez and Marsal, and Goldman Sachs as advisors.


HD SUPPLY: S&P Raises CCR to 'BB+' on Improved Credit Metrics
-------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on HD Supply
Inc. to 'BB+' from 'BB'. The outlook is stable.

S&P said, "We also raised the issue-level rating on the company's
first-lien term loans to 'BBB-' from 'BB+' and revised the recovery
rating to '1' from '2', indicating our expectation of very high
(90%-100%; rounded estimate: 95%) recovery in the event of a
payment default. We cap issue-level ratings for most
speculative-grade ('BB+' and lower) issuers at 'BBB-', regardless
of our recovery rating.

"At the same time, we raised the issue-level rating on the
company's senior unsecured notes to 'BB-' from 'B+'. The recovery
rating remains '6' indicating our expectation of negligible
(0%-10%; rounded estimate: 0%) recovery in the event of a payment
default.

"Concurrently, we affirmed our 'BBB-' issue-level and '1' recovery
ratings on the company's asset-backed lending (ABL) revolving
credit facilities. The '1' recovery rating indicates our
expectation of very high (90%-100%; rounded estimate: 95%) recovery
in the event of a default.

"The upgrade reflects our expectation that steady macroeconomic
growth and continued improvement in HD Supply's nonresidential and
residential construction end markets will allow the company to
generate good free cash flow of about $500 million annually and
maintain leverage below 3x, even when incorporating our expectation
for moderate share repurchase activity. The company used a portion
of its $2.4 billion net proceeds from the sale of its Waterworks
business to repay debt in 2017. This, in conjunction with better
operating performance, caused HD Supply's S&P Global
Ratings-adjusted debt to EBITDA to drop to 2.4x as of Jan. 28,
2018, from 4.2x in the prior year. We expect the company will
maintain leverage in the 2x-3x range under relatively favorable
market conditions, and that debt to EBITDA will not deteriorate
beyond 4x in a cyclical downturn.

"The stable outlook reflects our expectation that HD Supply will
maintain good operating performance over the next 12 months. We
expect that favorable industry demand conditions and relatively
stable margins will enable the company to generate free cash flow
of close to $500 million in 2018, and that net adjusted debt to
EBITDA will remain between 2x and 3x.  

"We could raise the rating if we expect HD Supply's operating
performance to improve such that its net adjusted debt to EBITDA
remains below 3x over the next 12 months. In such a scenario, we
would also expect the company to maintain operating performance and
financial policies that support these credit measures on a
sustained basis, even through a cyclical downturn.

"We could lower the rating if we expect HD Supply's net adjusted
debt to EBITDA to increase to or above 4x. This could happen if the
commercial and residential construction markets contract or if the
company pursues larger than expected shareholder distributions or
large acquisitions."



INCA REFINING: Court Confirms Joint 2nd Amended Liquidation Plan
----------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana confirmed Inca Refining, L.L.C. and West Bank
Land Company, L.L.C's joint second amended chapter 11 plan of
liquidation, which provides for the satisfaction of certain claims
against and interests in the Debtors through an orderly liquidation
of the assets of the Debtors (as well as certain assets in which
the Debtors' have an interest).

The plan provides for the formation of the Liquidating Trust, which
will receive (i) all Causes of Actions; (ii) the St. James
Property;(iii)) the Egan Proceeds; and (iv) all other property of
the Debtors' Estates. The Liquidating Trust will be responsible for
marketing the St. James Property and distributing the proceeds in
accordance with the Plan. The plan also proposes to pay Class 5
unsecured claimants 5% of their allowed claims.

Having assessed the plan and the records presented, the Court finds
that the Debtors have complied with all applicable provisions of
the Bankruptcy Code, including Section 1125 of the Bankruptcy Code
and Bankruptcy Rules 3017 and 3018. The Disclosure Statement and
the procedures by which the ballots for acceptance or rejection of
the Plan were solicited and tabulated were fair, properly conducted
and in accordance with Sections 1125 and 1126 of the Bankruptcy
Code, Bankruptcy Rules 3017 and 3018 and the Order Approving
Disclosure Statement. Votes with respect to the Plan were solicited
in good faith and in a manner consistent with the Bankruptcy Code,
the Bankruptcy Rules and the Order Approving Disclosure Statement.
The Debtors and each of their respective directors, officers,
employees, agents, members and professionals, acting in such
capacity, have acted in "good faith," within the meaning of Section
1125(e) of the Bankruptcy Code.

The Debtors also proposed the Plan in good faith and not by any
means forbidden by law. In determining that the Plan has been
proposed in good faith, the Court has examined the totality of the
circumstances surrounding the formulation of the Plan. Based on the
evidence presented at the Confirmation Hearing, the Court finds and
concludes that the Plan has been proposed by the Debtors in good
faith and in the belief that it will maximize the value of the
ultimate recoveries to all creditor groups on a fair and equitable
basis. The Plan is designed to effectuate the objectives and
purposes of the Bankruptcy Code by maximizing the recoveries to
parties in interest. Moreover, the Plan itself and the acceptance
of the Plan by all Classes entitled to vote, provide independent
evidence of the Debtors' good faith in proposing the Plan. Further,
the Plan's indemnification, exculpation, release and injunction
provisions have been negotiated in good faith, are consensual and
voluntary and are consistent with Sections 105, 1123(b)(6), 1129
and 1142 of the Bankruptcy Code and applicable law in this Circuit.
Accordingly, the requirements of Section 1129(a)(3) of the
Bankruptcy Code are satisfied.

The Plan also meets the requirements regarding the payment of
Administrative Claims, Priority Claims and Priority Tax Claims as
set forth in Section 1129(a)(9) of the Bankruptcy Code.

Based on the record before the Court, the injunction provisions set
forth in Article IX of the Plan (1) confer substantial benefit to
the Estates, (2) are fair, equitable, and reasonable, (3) are in
the best interests of the Debtors, their Estates, and parties in
interest, (4) are an integral element of the transactions
incorporated into the Plan; (5) are supported by valuable
consideration, (6) are important to the overall objectives of the
Plan to finally resolve all Claims and Equity Interests among or
against the parties in interest in this Case with respect to the
Debtors' liquidation, and (7) do not relieve any party of liability
arising out of an act or omission constituting willful misconduct
(including, but not limited to, fraud) or gross negligence.
Accordingly, the Court finds that the Injunction pursuant to the
Plan is part of a fair and a valid exercise of the Debtors'
business judgment.

The bankruptcy case is in re: INCA REFINING, L.L.C., Chapter 11,
Debtor, Case No. 17-11182, SECTION "B", Consolidated With Case No.
17-11183 (Bankr. E.D. La.).

A full-text copy of the Debtors' Second Amended Plan and the
Court's Findings dated April 9, 2018 is available at
https://bit.ly/2HzyzuU from Leagle.com.

INCA Refining, LLC, Debtor, represented by Laura F. Ashley --
lashley@joneswalker.com -- Jones Walker, et al & Mark Mintz --
mmintz@joneswalker.com -- Jones Walker, et al.

White Oak Strategic Master Fund, L.P, White Oak Opportunity SRV,
L.P. & White Oak Strategic II SRV, L.P., Petitioning Creditors,
represented by Lawrence R. Anderson, Jr.

Office of the U.S. Trustee, U.S. Trustee, represented by Mary S.
Langston -- Mary.Langston@usdoj.gov. -- Office of the U.S.
Trustee.

                    About Inca Refining LLC

INCA Refining, LLC was organized in Texas in 2005 for the purpose
of developing and operating an oil refinery in Louisiana.  INCA
owns an 80% membership interest in Refinery Equipment Holdings, a
Delaware limited liability company, and the remaining 20% is owned
by Del Mar Onshore Partners L.P. entities.  INCA also holds
property in Egan, Louisiana.

West Bank Land Company LLC was organized in Texas in 2008 for the
purpose of acquiring land to be developed by INCA into an oil
refinery. West Bank owns the St. James Property, leased by INCA for
a refinery.

In 2010, White Oak Global Advisors, LLC, entered into two funding
agreements with INCA and West Bank on behalf of the White Oak
Creditors.  The current total indebtedness owed to the White Oak
Creditors is now in excess of $102,000,000.

Involuntary Chapter 11 petitions were filed against INCA Refining,
LLC, and West Bank Land Company LLC (Bankr. E.D. La. Case No.
17-11182 and 17-11183) on May 9, 2017.  The petitioning creditors
were White Oak Strategic Master Fund, L.P., and related entities.

Pursuant to orders for relief, the Debtors are and have been
debtors-in-possession with control over administration of their
estates pursuant to 11 U.S.C. Sec. 1107.

The case is assigned to Judge Jerry A. Brown.

The White Oak Entities own the majority of the membership interests
in each of the Debtors, control the majority of managers of the
Board, and have creditor claims against each of the Debtors in
excess of $102 million secured by a third mortgage on the real
estate in St. James Parish, Louisiana.

The White Oak Entities sought appointment of a Chapter 11 trustee
in each case.  Following an Aug. 2, 2017, hearing, the Court
entered an order denying the appointment request.

On December 5, 2017, the Debtors filed their proposed Chapter 11
plan of liquidation and disclosure statement.


INPIXON: Files Form 10 Registration Statement for Planned Spin-Off
------------------------------------------------------------------
Inpixon has filed a Form 10 registration statement in connection
with the planned spin-off of its wholly-owned subsidiary, Inpixon
USA (including its subsidiary, Inpixon Federal, Inc.), which is
expected to be renamed "Sysorex, Inc." following the consummation
of the transaction, creating two distinct, publicly traded
companies, has been filed with the U.S. Securities and Exchange
Commission.

The registration statement provides information regarding the
business, strategy, and historical financial results of Sysorex, as
well as further details on the anticipated terms of separation and
distribution, employment matters, and tax matters agreements
between Inpixon and Sysorex in connection with the planned
spin-off.  Sysorex expects to update its registration statement in
subsequent amendments as additional information on the transactions
is finalized prior to the separation.

"A technology company and a value-added reseller (VAR) company are
two fundamentally different types of businesses.  By separating
them into two independent entities, we can empower them to realize
their true potential with a single focus," said Nadir Ali, Inpixon
chief executive officer.  "We believe this spin-off will provide
that opportunity.  With this separation, Inpixon will be able to
invest its capital and resources towards enhancing and developing
its Indoor Positioning Analytics technology in order to deliver
faster innovations and grow its customer base.  Sysorex, with its
own dedicated management team and resources, can concentrate its
efforts on pursuing distinct opportunities for procuring
third-party products and value-added services for commercial and
federal customers for long-term growth and profitability."

Upon the completion of the spin-off transaction, Inpixon plans to
continue to focus its operations related to the development of its
Indoor Positioning Analytics technology and continue to trade on
the Nasdaq Capital Market under the ticker symbol "INPX".  Sysorex
plans to continue focusing on its business of providing third-party
hardware, software, and related maintenance and warranty products
and services that it resells to commercial and government
customers.  Sysorex's common stock is expected to be quoted on the
OTCQB market of the OTC Markets Group, Inc.

The spin-off of Sysorex is subject to final approval by Inpixon's
Board of Directors, execution of intercompany agreements,
arrangement of financing, the effectiveness of the registration
statement, and other customary conditions.

A copy of the Form 10 Registration Statement is available for
review at sec.gov under the name "Inpixon USA".

                        About Inpixon

Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world.  Inpixon Indoor Positioning
Analytics is based on radically new sensor technology that finds
all accessible cellular, Wi-Fi, Bluetooth and RFID signals
anonymously.  Paired with a high-performance, data analytics
platform, this technology delivers visibility, security and
business intelligence on any commercial or government premises
world-wide.  Inpixon's products, infrastructure solutions and
professional services group help customers take advantage of
mobile, big data, analytics and the Internet of Things (IoT).

Inpixon reported a net loss of $35.03 million on $45.13 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $27.50 million on $53.16 million of total revenues for the
year ended Dec. 31, 2016.

As of Dec. 31, 2017, Inpixon had $27.69 million in total assets,
$46.54 million in total liabilities and a total stockholders'
deficit of $18.85 million.

Marcum LLP, in New York, New York, issued a "going concern" opinion
in its report on the consolidated financial statements for the year
ended Dec. 31, 2017, citing that the Company has a significant
working capital deficiency, has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


JASON INC: S&P Alters Outlook to Stable & Affirms 'B' CCR
---------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based industrial
products manufacturer Jason Inc. to stable from negative and
affirmed its 'B' corporate credit rating on the company.

S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's first-lien credit facilities. The '3' recovery
rating remains unchanged, indicating our expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery for lenders in the event
of a payment default.

"In addition, we affirmed our 'CCC+' issue-level rating on the
company's second-lien term loan. The '6' recovery rating remains
unchanged, indicating our expectation for negligible (0%-10%;
rounded estimate: 5%) recovery in the event of a default."

The outlook revision reflects the meaningful improvement in Jason's
credit metrics over the past 12 months (including debt-to-EBITDA of
6.7x as of Dec. 31, 2017, down from 8.1x as of Dec. 31, 2016) due
to a stronger-than-expected improvement in its profitability and
cash flow metrics (stemming from management's cost-reduction and
operational-improvement initiatives) and its repayment of about $25
million of debt. It also reflects S&P's belief that the company's
lean transformation initiatives should support incremental
improvements in its profitability and cash flow generation and
lower adjusted debt balances, which should allow Jason to maintain
adjusted debt-to-EBITDA of 6.5x or better over the next 12 months.

S&P said, "The stable outlook on Jason Inc. reflects our
expectation that the company will maintain adjusted debt leverage
of around 6.5x or less over the next 12 months. This incorporates
our belief that management's recent operational improvements and
cost-reduction programs, along with the increased revenue
contributions from its higher-margin seating and finishing
businesses, should support a meaningful improvement in its
profitability (even in a mixed operating environment). It also
reflects our expectation that the company will continue to generate
meaningful positive free cash flow such that it will not draw on
its RCF.

"We could lower our ratings on Jason if the company underperforms
our expectations and it appears that it will sustain leverage of
more than 7x. We could also lower our ratings if the company is
unable to refinance its RCF facility over the next quarter or two
(as we currently expect) or if its liquidity position erodes
because it fails to generate meaningful positive free cash flow.

"We could raise our ratings on Jason Inc. if stronger-than-expected
revenue growth and EBITDA margin expansion increase the company's
cash flow generation and lead to further debt reduction.
Specifically, we would raise our ratings if the company reduces its
adjusted debt-to-EBITDA below 5x. For a higher rating, the company
would also need to demonstrate less aggressive financial policies
that would allow it to sustain this reduced level of leverage."


JN MEDICAL: Suit vs Auro Recommended to Nebraska District Court
---------------------------------------------------------------
Chief Bankruptcy Judge Thomas L. Saladino recommends that the U.S
District Court for the District of Nebraska withdraw the reference
of the adversary proceeding captioned JN MEDICAL CORPORATION,
A17-8016, Plaintiff, v. AURO VACCINES, LLC, Defendant, Case No.
BK17-80174 (Bankr. D. Nev.) pursuant to Nebraska General Rule
1.5(b) so that it may proceed as a jury trial.

JN Medical filed its Chapter 11 bankruptcy petition on Feb. 15,
2017, and on Dec. 4, 2017, filed the adversary proceeding alleging
(1) that the purchase agreement between Great Elm and Auro Vaccines
did not include the debtor's intellectual property; (2) Auro's
post-purchase amendment to the Nebraska UCC-1 financing statement
was a preferential transfer of the debtor's property and is
avoidable under 11 U.S.C. sections 547(b) and 550; (3) Auro's proof
of claim in the debtor's bankruptcy case for the amount due on the
promissory note should be barred because Full Circle Capital
Corporation did not obtain a deficiency judgment against the
debtor; and (4) Auro's proof of claim is unenforceable because Auro
lacks standing and because the claim contains interest and other
expenses not allowed under 11 U.S.C. section 506(b).

In the parties' Joint Preliminary Pretrial Statement, they agree
that the case contains core and non-core claims, and they do not
consent to the entry of final orders or judgment by a bankruptcy
judge. Non-core matters require adjudication of common-law or
state-law claims. These causes of action are not created by any
provision of the Bankruptcy Code and they would exist outside of
the bankruptcy case. The bankruptcy court lacks authority to decide
non-core matters under Stern v. Marshall.

In addition to the court's inability to enter a final judgment on
all of the issues raised in the adversary proceeding absent consent
of the parties because of the state-law, non-core claims, Auro has
also timely demanded a jury trial. According to Judge Saladino,
they are not equipped to conduct jury trials in bankruptcy court.

A copy of the Court's Findings and Recommendations dated April 6,
2018 is available at https://bit.ly/2qIkXUa from Leagle.com.

JN Medical Corporation, Plaintiff, represented by Patrick Raymond
Turner -- Patrick.turner@stinson.com -- Stinson Leonard Street
LLP.

Auro Vaccines, LLC, Defendant, represented by Michael T. Eversden
-- meversden@mcgrathnorth.com -- McGrath, North, Mullin & Kratz,
P.C.

                About JN Medical Corporation

JN Medical Corporation, a company based in Omaha, Nebraska, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb.
Case No. 17-80174) on Feb. 15, 2017.  The petition was signed by
Kevin Aramalla, president.  The case is assigned to Judge Thomas L.
Saladino.  Stinson Leonard Street LLP is the Debtor's legal
counsel.  At the time of the filing, the Debtor estimated its
assets and debts at $1 million to $10 million.


JUDGE'S MARINE: Proposes to Pay Creditors in Full
-------------------------------------------------
Judge's Marine LLC proposed a plan that would pay all classes of
creditors in full in the regular course of business except Nicholas
Perri, the equity creditor, who will be paid $12,000 per year until
paid in full his remaining equity investment of $42,000.

The Debtor only has one large creditor who is attempting to shut
the business down by enforcing a meritless judgment while it is
pending on appeal before the inevitable reversal.  Liquidating the
business will produce between $10,000-$20,000 from the sale of the
equipment.  The Plan will pay all trade creditors and produce
$60,000 for payment of the equity creditors which when crediting
the $50,000 already distributed to Mr. Perri will result in payment
in full.

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

         http://bankrupt.com/misc/nynb18-60150-3.pdf

                     About Judge's Marine

Judge's Marine LLC, which is in the custom dock business, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y.
Case No. 18-60150) on Feb. 8, 2018.  In the petition signed by
Jeffrey Judge, general manager, the Debtor estimated assets of less
than $100,000 and liabilities of less than $500,000.  The Debtor
tapped Woodruff Lee Carroll P.C. as its legal counsel and Sandra
Spencer CPA as its accountant.


KEN'S FISH: Court Approves Disclosure Statement
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
approved the second amended disclosure statement explaining Ken's
Fish, Inc.'s second amended plan of reorganization.

As previously reported by The Troubled Company Reporter, the second
amended plan disclosed that filed proofs of claim for Class II
claims total $146,829.

The Debtor said that there are nine additional claims on Schedule
F, which total $170,486.78 which are allowed claims.  The total
allowed claims are $317,314, 10% of which is $31,732.  The monthly
payment under the plan will be $2,645.  The First Amended
Disclosure Statement did not disclose the total amount of allowed
Class II claims.

Class II under the first amended plan consists of the unsecured
non-priority claims. Class II creditors will be paid a distribution
of 10% of their allowed claim in 12 equal monthly installments, the
first payment being due on the Effective Date. This class is
impaired.

The Debtor will continue to operate its business from the present
location of 360 Broadway, Taunton, Massachusetts.

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

             http://bankrupt.com/misc/mab16-14014-87.pdf

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

           http://bankrupt.com/misc/mab16-14014-98.pdf

                     About Ken's Fish Inc.

Ken's Fish, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 16-14014) on Oct. 20,
2016.  The petition was signed by Kenneth A. Menard, president.  At
the time of the filing, the Debtor estimated assets and liabilities
of less than $500,000.  The case is assigned to Judge Joan N.
Feeney.  The Debtor is represented by the Law Office of Gary W.
Cruickshank.  Eric Hartley & Associates, LLC, serves as its
accountant.


KINETIC CONCEPTS: S&P Affirms 'B' Corp Credit Rating, Outlook Pos.
------------------------------------------------------------------
San Antonio, Texas-based Kinetic Concepts Inc.'s 2017 free
operating cash flow (FOCF) generation fell short of S&P's
expectation, driven by elevated one-time costs associated with the
sale of its LifeCell business in early 2017, legal settlements, a
recent disruption in its European distribution channel, and working
capital outflows related to the divestiture.

S&P Global Ratings affirmed its 'B' corporate credit rating on
Kinetic Concepts Inc. The outlook remains positive.

S&P said, "At the same time, we assigned our 'B' corporate credit
rating to parent entity Acelity L.P. Inc., which issues the
company's financial statements. The outlook is positive.

"In addition, we affirmed our 'B' issue-level rating on the
company's senior secured first-lien debt and its first-lien senior
secured notes. The '3' recovery rating on this debt indicates our
expectations for meaningful (50%-60%; rounded estimate: 60%)
recovery for creditors in a payment default. We also affirmed our
'B-' issue-level rating on the company's third-lien senior secured
notes. The recovery rating on this debt is '5', indicating
expectations for modest (10%-30%; rounded estimate: 10%) recovery
in a payment default."

Acelity used the majority of its $2.9 billion in proceeds from the
sale of its LifeCell business to Allergan PLC in early 2017 to
repay outstanding debt, resulting in significantly lower interest
expense. However, the company's 2017 free operating cash flow
(FOCF) generation fell short of our expectations, driven by
elevated one-time costs associated with the sale of its LifeCell
business, legal settlements, a recent disruption in its European
distribution channel, and working capital outflows relating to the
divestiture.

S&P said, "The positive outlook reflects our view that Acelity's
free cash flow-based credit metrics will materially improve in 2018
after the nonrecurring costs roll off and as the company
transitions to its new distribution agreement. It also reflects our
view that the company will continue the deleveraging trajectory
demonstrated in 2017, even with modestly aggressive financial
policies."



KODY BRANCH: Exclusivity Periods Extension Denied for No Show
-------------------------------------------------------------
The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California denies Kody Branch of California, Inc.'s
Motion for an Order Granting an Extension of the Plan Exclusivity
Periods for lack of prosecution because no appearance was made on
behalf of Debtor, whose appearance was required pursuant to Local
Bankruptcy Rule 9013-1(j).

As reported by the Troubled Company Reporter on March 9, 2018, the
Debtor asked the Court to extend the exclusive period within which
the Debtors may file and solicit acceptances to a plan of
reorganization for approximately 60 days through May 7, 2018 and
July 6, 2018, respectively.

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

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

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

               About Kody Branch of California

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

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


KSA INVESTMENTS: DOJ Watchdog Needs Trustee to Administer Estate
----------------------------------------------------------------
Lattissia Parker, Michael Parker, Sr., Lashae McClellan, Michael
Parker, Jr. and Lundin Parker, secured judgment creditors of Debtor
KSA Investments, LLC ask the U.S. Bankruptcy Court for the District
of Maryland for the appointment of a Trustee to administer the
Debtor's Chapter 11 case.

The Parkers resided in rental property owned by KSA. The Parkers
sued KSA in the Circuit Court for Baltimore City (Case No.
24-C-14-001967) for personal injuries resulting from infestation of
bed bugs at the rental property. The Parkers obtained a judgment
against KSA on October 13, 2015 in the aggregate amount of $90,525,
and a supplemental judgment against KSA on November 13, 2015 in the
aggregate amount of $20,000. Such judgments operate as liens on all
realty owned by KSA.

The Parkers attempted to execute on their judgments and discovered
that KSA fraudulently conveyed Deeds of Trusts on the five
properties it owns to Abdul Samie, the 50% owner of KSA. The other
50% owner of KSA is Abdul Samie's wife, Kamina Samie.

The Parkers then filed suit in the Circuit Court for Baltimore City
(Case No. 24-C-17-000238 OG), asking the Court to set aside the
Deeds of Trust that were recorded on the eve of the entry of
judgment in the tort litigation. On March 8, 2018, the Circuit
Court for Baltimore City granted the Parkers' request, finding that
KSA's transfers of the five properties to Abdul Samie were
fraudulent within the meaning of the Maryland Uniform Fraudulent
Conveyance Act. The Court further ordered that a writ of execution
be granted as to the properties for the Parkers to secure payment
of their judgments.

However, six days after the entry of the Order setting aside the
fraudulent conveyances, KSA filed the instant Chapter 11 petition.

Given the Circuit Court's finding as to the fraudulent conveyances
-- establishing that KSA has engaged in fraud, dishonesty and
evidencing Abdul Samie's gross mismanagement of the affairs of KSA
-- the Parkers now ask the Court to appoint a disinterested Trustee
to administer the Chapter 11 Estate and to propose a plan of
reorganization that would pay the Parkers' judgments in full and/or
to convert the case to Chapter 7 for the liquidation of KSA's
investment properties to satisfy the Parkers' judgments.

Counsel for Secured Creditors:

    Ronald S. Canter, Esq.
    Matthew W. Fogleman, Esq.
    The Law Offices of Ronald S. Canter, LLC
    200A Monroe St., Suite 104
    Rockville, Maryland 20850-4424
    Telephone: 301.424.7490
    Facsimile: 301.424.7470
    Email: rcanter@roncanterllc.com
           mfogleman@roncanterllc.com

KSA Investments, LLC filed a Chapter 11 petition (Bankr. D. Md.
Case No. 18-13303), on March 14, 2018. In its petition signed by
its member Kamina Samie, the Debtor disclosed $100,000 to $500,000
in estimated assets and liabilities. The Debtor is represented by
E. Christopher Amos, Esq. of the Law Offices of E. Christopher
Amos.


LIBERTY INDUSTRIES: Courts Okays Cash Collateral Use Until May 16
-----------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida entered an order allowing Liberty
Industries, L.C., and its debtor-affiliate Liberty Properties At
Newburgh, L.C., continued use of the cash collateral of Regions
Bank through and including May 16, 2018, under an approved budget.


The Court has set a final hearing on the Motion on May 16, 2018 at
1:30 p.m.

As reported in the Troubled Company Reporter on March 17, 2017, the
Debtors are indebted to Regions Bank in the principal amount of
$2,766,918.61 plus accrued and unpaid interest, costs and fees due
pursuant to applicable law.  The collateral that secures this loan
is valued at over $3,700,000 and consists of cash, accounts
receivable, inventory and machinery and equipment and three parcels
of real property located in Newburgh, Warrick County, Indiana.

The cash generated by the Debtors constitute cash collateral.  The
Debtors require the use of the cash collateral for the continued
operation of its business in the ordinary course, including payment
of payroll and expenses attendant thereto; and, the Debtors are
willing to provide the Regions Bank with adequate protection of its
secured interest in the cash collateral.  Without the use of the
cash collateral, the Debtors will be forced to discontinue their
business operations, including the loss of jobs for 14 employees.
The loan documents are available from undersigned counsel upon
request.

To adequately protect Regions Bank in connection with the Debtors'
continued use of the cash collateral, the Debtors will continue to
pay as adequate protection of Region Bank's lien a monthly payment
of $20,000 and grant Regions Bank a first priority post-petition
lien on all cash of the Debtors generated post-petition.
Notwithstanding the foregoing, all liens and claims of Regions Bank
will be subject to (a) the payment of any unpaid fees payable
pursuant to 28 U.S.C. Section 1930 (including, without limitation,
fees under 28 U.S.C. Section 1930(a)(6)0, and (b) the fees due to
the Clerk of the Court.  Further, any payment to professionals must
be sought by filing an application for compensation pursuant to the
U.S. Bankruptcy Code.  Regions Bank has the right to object to the
application.

The Debtors grant in favor of Regions Bank, as security for all
indebtedness that is owed by the Debtors to the secured creditor,
under their respective secured documentation, but only to the
extent that Region Bank's cash collateral is used by the Debtors'
assets, nunc pro tunc to the filing of the Debtors' Chapter 11
cases, to wit: Sept. 7, 2016, to the same extent that Regions Bank
held a properly perfected prepetition security interest in the
assets, which are or have been acquired, generated or received by
the Debtors subsequent to the Petition Date.

The Court also ordered that in addition to the adequate protection
payments, the Debtors will also pay Regions Bank in the amount of
$850,000 by Dec. 31, 2018, in these installments: (i) $50,000 on
April 20, 2018, (ii) $100,000 on June 15, 2018, (iii) $50,000 on
July 15, 2018, (iv) $150,000 on August 15, 2018, (v) $50,000 on
September 15, 2018, (vi) $150,000 on October 15, 2018, (vii)
$50,000 on November 15, 2018, and (viii) $250,000 on December 15,
2018.

A copy of the Order is available at:

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

                    About Liberty Industries

Liberty Industries, L.C., d/b/a Tower Innovations, and Liberty
Properties at Newburgh, L.C., filed Chapter 11 petitions (Bankr.
S.D. Fla. Case Nos. 16-22332 and 16-22333) on Sept. 7, 2016.  The
Debtors engage in the design, manufacturing, installation and sale
of these Tower Systems, ranging from 100 feet Self-Support Cellular
Towers up to 2,000 feet Guyed Tower Systems for the Television and
Radio Broadcasting marketplace.  They own commercial manufacturing
facility and office complex located in Newburgh, Indiana, including
22.6 acres of real property: 6,000 square foot office building, a
28,000 square foot manufacturing facility and a 3,800 square foot
warehouse and support facility.  The Property is leased to Liberty
Industries by Liberty Properties.   

The petitions were signed by Barbara Wortley, managing member.

The Debtors are represented by Robert C. Furr, Esq., at Furr &
Cohen.  The jointly-administered cases are assigned to Judge Erik
P. Kimball.

The Debtors estimated assets and liabilities at $1 million to $10
million at the time of the filing.


LMM SPORTS: Court Approves Disclosure Statement
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has approved
the disclosure statement explaining LMM Sports Management, LLC's
plan.

As previously reported by The Troubled Company Reporter, the Debtor
seeks to accomplish payments under the Plan by utilizing income to
fund repayment of Allowed creditor claims against the estate.  The
proposed Plan is a 100% payment plan.

Under the plan, creditors holding Allowed Class 4B General
Unsecured Claims will be paid in full on the Allowed amount of
their claim over a period not exceeding five years after the
Effective Date. Allowed Class 4B Claims will be paid: in equal
monthly installments; and with payments beginning within 30 days
after the Effective Date.

The Plan will be funded from cash available on the Effective Date
and the Debtor's monthly income.

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

     http://bankrupt.com/misc/azb2-14-13952-246.pdf

                         About LMM Sports

LMM Sports Management, LLC provides sports management services to
professional athletes employed by the National Football League.
LMM Sports sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 14-13952) on Sept. 10, 2014.  

On Sept. 15, 2014, the case was jointly administered with the
Chapter 11 cases of Ethan Lock (Bankr. D. Ariz. Case No. 14-13954)
and Eric Metz (Bankr. D. Ariz. Case No. 14-13955) who both hold 40%
membership interest in the company.  Since then, LMM Sports was
dismissed as a debtor and Mr. Lock's Chapter 11 plan was confirmed
and his case was closed.  Mr. Metz's case, however, remains
administered in LMM Sports' case.

The Hon. Daniel P. Collins presides over the cases.

LMM Sports disclosed total assets of $1.06 million and total
liabilities of $3.84 million.

Polsinelli, PC, replacing Gallagher & Kennedy, represents Mr. Eric
Metz in his Chapter 11 case.


LYCRA COMPANY: $190MM Add'l Notes No Impact on Moody's B1 CFR
-------------------------------------------------------------
Moody's Investors Service said the Eagle Intermediate Global
Holding B.V.'s (the Lycra Company) issuance of an additional $190
million in senior secured notes does not affect its first-time B1
Corporate Family Rating ("CFR"), nor the assigned B1 ratings for
its USD and EUR tranche senior secured notes. The rating outlook is
stable.

Eagle Intermediate Global Holding B.V. (the Lycra company) is a
producer of manmade fibers, including spandex, polyester and nylon,
which are used by many apparel brands. Its owns well-known brands
such as LYCRA, ELASPAN, COOLMAX(R and THERMOLITE(R), each of which
provides garments with desired functional performance. The company
operates six manufacturing facilities in North America, Europe,
Asia and South America. As of 2017, it generated about $1.1 billion
revenues.


MARCY LLC: Case Summary & 10 Unsecured Creditors
------------------------------------------------
Debtor: Marcy, LLC
        10921 W 247th
        Bucyrus, KS 66013

Business Description: Marcy, LLC is a privately held company
                      whose principal assets are located at
                      7489 W 161st Overland Park, KS 66085.

Chapter 11 Petition Date: April 25, 2018

Case No.: 18-20851

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Larry A. Pittman, II, Esq.
                  PATTON KNIPP DEAN, LLC
                  12760 West 87th St Pkwy, Ste 108
                  Lenexa, KS 66215
                  Tel: 816-994-9370
                  Fax: 816-817-6023
                  Email: lpittman@pattonknipp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eric Rue Kallevig, sole member/owner.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at:

                   http://bankrupt.com/misc/ksb18-20851.pdf


MDC HOLDINGS: S&P Affirms 'BB+' Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' corporate credit rating on
MDC Holdings, Inc. The outlook is stable.

S&P said, "We also affirmed our 'BB+' issue-level rating on the
company's senior unsecured notes. Our recovery rating on the notes
remains '3,' indicating expectations for meaningful (50%-70%;
rounded estimate: 65%) recovery to noteholders in the event of a
default.

"Our 'BB+' rating on MDC reflects a favorable track record
executing its land-lite strategy, a low level of speculative
building activity, and our expectation that it will maintain a
conservative leverage profile. These factors are balanced by our
view of the company's modest size, market share, and geographic
diversity of markets relative to similarly rated competitors.

"The stable outlook highlights our view that the company will
achieve faster-than-market top line growth in 2018 driven by both
an increasing number of active selling communities and higher sales
absorption, against the backdrop of strong demand for new homes and
constrained supply. While strong sales and closing growth will
boost cash generation, we also expect the company to significantly
increase its spending on land acquisition and development by
between $500 million and $600 million over the previous year.
Therefore, our forecast indicates leverage to remain between 2x and
2.5x EBITDA and debt to capital at 30%-35%.

"We could lower the rating over the next 12 months if we believed
debt to EBITDA would be sustained above 3x. This would require less
favorable market conditions to cause the company to underperform
our forecast but continue with its more aggressive land spending
plan. Specifically, with home closings closer to 6,000, lower
average closing prices, and flat to slightly weaker EBITDA margins.
However we ascribe a low likelihood to this scenario because the
company would have the discretion to curb land purchases if the
market halted.

"We do not view an upgrade as likely over the next 12 months given
that we would expect the company to exhibit greater scale, more
dominant local market share, and stronger profitability profiles at
least consistent with Toll Brothers Inc., Lennar Corp., and
PulteGroup Inc. However, we may consider upgrading the company to
'BBB-' if it executes its growth strategy, improves share within
its local markets, and can achieve EBITDA margins in the 13%-14%
range more consistent with similarly rated peers while maintaining
leverage between 2x and 3x."


MEDIZONE INT'L: Commences Involuntary Chapter 11 Proceedings
------------------------------------------------------------
Medizone International, Inc. (otcqb:MZEI) or Medizone, manufacturer
of the AsepticSure [(R)] system, on April 20 disclosed that certain
creditors of the Company have commenced an involuntary bankruptcy
proceeding under Chapter 11 of the United States Bankruptcy Code
against the Company.  The creditors include Mr. Edwin G. Marshall,
the former Chairman and Chief Executive Officer of the Company, and
Dr. Jill C. Marshall, the former Director of Operations of the
Company.  The Company is evaluating its options in light of the
involuntary bankruptcy proceeding.

                  About Medizone International

Medizone International, Inc., is focused on commercializing the
AsepticSure [(R)] System, a superior disinfectant technology
compared to conventional systems or practices.  The company
developed the AsepticSure [(R)] System to combine oxidative
compounds (O3 and H2O2) to produce a unique mixture of free
radicals (H2O3 known as trioxidane) with much higher oxidative
potential than ozone or hydrogen peroxide alone.  After securing
broad IP protection for the use of trioxidane for both healthcare
and non-healthcare facility disinfecting systems and bioterrorism
applications, Medizone released its AsepticSure [(R)] System for
use in Canada, and several other global markets.



METROHEALTH MEDICAL: Fitch Puts BB IDR & Cuts Bonds Rating to BB
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' Issuer Default Rating (IDR) to
MetroHealth. Also, the rating assigned to just over $1 billion of
series 2009B and series 2017 fixed rate revenue bonds issued on
behalf of MetroHealth has been downgraded to 'BB' from 'BBB-'. The
Rating Outlook is Stable and MetroHealth has been removed from
Rating Watch Negative.

SECURITY

The bonds are secured by a gross revenue pledge excluding county
appropriations. MetroHealth is a component unit of Cuyahoga County
(IDR: AA+). The county is not obligated on MetroHealth's debt but
is party to an LOC in support of the debt service reserve fund
(DSRF) for the series 2017 bonds.

ANALYTICAL CONCLUSION

The rating downgrade is driven by a weak financial profile
assessment under the U.S. Not-For-Profit Hospitals and Health
Systems Rating Criteria (published January 2018). The 'BB' rating
reflects MetroHealth's weak adjusted capital related ratios through
the cycle, with a Fitch-adjusted pension liability equal to 1.25x
outstanding debt, balanced by Fitch's expectation for solid
operating performance. Fitch expects MetroHealth's improving
operating margins to strengthen liquidity and capital-related
ratios in the coming years. While MetroHealth participates in a
statewide multiemployer defined benefit pension plan that is
underfunded, the state has taken steps to curb the growth in
liabilities and maintain actuarial contributions within the current
statutory cap.

KEY RATING DRIVERS

Revenue Defensibility: 'bb'; Safety Net Provider with Improving
Payor Mix in Competitive Service Area

MetroHealth's revenue defensibility is weak. While the system
operates as the essential safety net provider in the Cleveland area
and therefore has a weak payor mix, strategic initiatives have
improved the payor mix in recent years. MetroHealth faces
considerable competition from the Cleveland Clinic and University
Hospital and Health System (UHHS), although the system maintains
strategic ventures with both competitors. The broad service area
has a diversified economy although population continues to trend
modestly down and income levels are below average.

Operating Risk: 'bbb'; Track-Record of Sound Operating EBITDA
Margins; Results Expected to Improve

MetroHealth's operating risk is mid-range. The system has a
track-record of strong cost management supporting operating EBITDA
margins averaging over 7% the last five years. Fitch expects
MetroHealth's operating EBITDA margin to improve in the coming
years. MetroHealth's average age of plant is very high and the
system has considerable capital spending plans in the coming years
with its Transformational Project, for which all project funds are
on hand.

Financial Profile: 'bb'; High Adjusted Leverage Leads to Thin
Capital-Related Ratios

MetroHealth's financial profile is weak. Fitch's through-the-cycle
rating case reflects cash to adjusted debt growing to 35% and net
adjusted debt to adjusted EBITDA of 5x. Despite a track-record of
good operating EBITDA margins, and expectations for improvement,
the system's capital-related ratios are not consistent with an
investment-grade hospital system when considered in the context of
MetroHealth's operating profile.

Asymmetric Additional Risk Considerations

There are no asymmetric risk factors associated with MetroHealth's
rating.

RATING SENSITIVITIES

EXPECTATION FOR IMPROVING OPERATING AND LEVERAGE RATIOS:
MetroHealth should continue to generate sound to improving core
operating EBITDA margins, which Fitch expects will lead to improved
liquidity and capital-related ratios over time and supports the
Stable Outlook. Failure to sustain good margins or a dilution in
liquidity could pressure the rating given the extent of
MetroHealth's adjusted leverage position.

CREDIT PROFILE

MetroHealth is a component unit of Cuyahoga County and the system
provides a comprehensive range of services that include a Level I
trauma center, Level II pediatric trauma center, Level III neonatal
intensive care unit, and regional burn unit. The main facility is
MetroHealth Medical Center located in Cleveland, OH. In early 2016,
MetroHealth integrated four former HealthSpan locations, which
strengthened its ambulatory footprint. MetroHealth has multiple
outpatient sites through the area that include medical office
buildings, freestanding emergency rooms, and ambulatory surgery
centers. As of early 2018, MetroHealth opened two new micro
hospital satellite locations in Parma and Cleveland Heights. In
fiscal 2017 the system recorded over $1.1 billion in operating
revenue.

Revenue Defensibility

MetroHealth's payor mix is weak, with combined gross self-pay and
Medicaid accounting for 43% of fiscal 2017 revenue. The payor mix
has improved with MetroHealth's strategic investments in recent
years yielding a notable shift from Medicaid/self-pay (combined 52%
of gross revenues in fiscal 2013) to Medicare (from 25% to 31%
between 2013 and 2017) and commercial/managed care (from 22% to 25%
between 2013 and 2017). Ohio expanded Medicaid under the Affordable
Care Act (ACA). Further payor mix improvement for MetroHealth could
be realized with the system's recent opening of two new satellite
hospitals in Cleveland Heights and Parma; however, Fitch expects it
to remain weak.

MetroHealth's market position is weak. Cuyahoga County is the
system's primary service area (PSA) and represents 90% of system
admissions. Based on management data, MetroHealth captures a
relatively stable 11.5%-12% of PSA inpatient admissions. Cleveland
Clinic is the market leader with more than 32% of the PSA inpatient
market share followed by UHHS with 23%.

Despite the degree of high-profile competition, MetroHealth has
improved its market position in many key areas, particularly
outpatient services, which account for 67% of MetroHealth's
business. For example, based on management data, between 2013 and
2017 the system's unique patients and outpatient visits increased
at a CAGR of 9% and 7%, respectively, while population in Cuyahoga
County was stagnant. Furthermore, MetroHealth's surgical volumes
increased at a CAGR of 4% over the period. Fitch puts less weight
on the weak market position in its assessment of revenue
defensibility given MetroHealth's mandate as a safety net
provider.

MetroHealth maintains partnerships with a number of providers in
the market, including the Cleveland Clinic, UHHS, and Akron
Children's Hospital. For example, MetroHealth collaborates with the
Cleveland Clinic on cancer services and Cleveland Clinic doctors
perform MetroHealth's open heart surgeries. MetroHealth is also a
teaching affiliate of the Case Western Reserve University School of
Medicine.

MetroHealth's service area economy is stable but somewhat weak. As
a major metro area, Cleveland and Cuyahoga County benefit from a
diversified economy, although population continues to trend
modestly downward in the county and the median household income
level is below state and national averages. The unemployment rate
in the Cleveland metropolitan statistical area, while declining, is
just above the state and national averages.

Operating Risk

MetroHealth has a track-record of profitability and generating
sound operating EBITDA margins. While somewhat variable, the
system's operating EBITDA margin averaged 7.2% between fiscal 2013
and fiscal 2017. MetroHealth's top-line revenue growth increased at
a CAGR of more than 7% since 2013, which is notable, particularly
given the system's payor mix. Revenue growth has been driven by the
aforementioned growth in unique patients (9% CAGR), outpatient
visits (7% CAGR) and surgeries (4% CAGR), and improved payor mix as
the system has successfully branded itself to more Medicare and
commercially insured patients.

Fitch expects improvement in MetroHealth's operating EBITDA margin
despite headwinds such as tight Medicare reimbursement and sluggish
local population trends. Revenue enhancement projects include
continued reduction in out-migration to competing health systems
for services that MetroHealth can treat, revenue cycle
improvements, and leveraging MetroHealth's quality scores to
enhance federal reimbursement in areas such as value-based
purchasing.

Expense savings efforts include reduced supply costs through
contract renegotiation and standardization of devices; leverage
group purchasing opportunities; labor productivity gains and
reduced overtime; and lower average length of stay. The FAST
scenario analysis base case for MetroHealth shows the operating
EBITDA margin improving from approximately 8% to 9% or better in
the coming years.

MetroHealth has considerable capital spending requirements. While
the system's average age of plant was very high at over 19 years at
year-end 2017, MetroHealth is in the middle of its Campus
Transformation project, which will address the high age of plant.
The Campus Transformation includes construction of a new patient
care pavilion, a mixed use skilled nursing facility, increasing
greenspace on campus to 25 acres from 1-2 acres, and related
infrastructure upgrades including parking. The project is expected
to cost $767 million between 2017 and 2023, and all of the funds to
support the project are on-hand. MetroHealth has had an Epic
electronic medical record (EMR) system for nearly 20 years. The
system does not have additional new money debt plans in the coming
years.

Financial Profile

MetroHealth's financial profile is weak due to a very high net
adjusted debt position. At fiscal year-end 2017 (Dec. 31),
MetroHealth had just over $1 billion in total debt outstanding, all
of which was fixed rate. This represents a considerable leverage
position for the system, as maximum annual debt service (MADS) of
$64 million represents 5.7% of fiscal 2017 revenue.

MetroHealth's Fitch-adjusted debt equivalents measure a
considerable $1.3 billion. Operating leases are comparatively de
minimis, as lease expense measured $5.8 million in fiscal 2017
(translating to a debt equivalent of nearly $29 million based on a
5x lease expense multiplier). The main driver for debt equivalents
is MetroHealth's participation in the Ohio Public Employees
Retirement System (OPERS), a statewide cost-sharing pension system.
Per the fiscal 2017 audit, MetroHealth's net pension liability
(NPL) in the traditional OPERS defined benefit pension plan
measured $726 million (based on discount rate of 7.5%), which
increased from $510 million in fiscal 2016 (8% discount rate),
primarily due to the adjustment to the lower discount rate.

In calculating debt equivalents, Fitch adjusts public pensions to
reflect a discount rate to 6%. This increases MetroHealth's
adjusted NPL to just over $1.3 billion. The system's fiscal 2017
adjusted debt (traditional debt plus operating leases plus the
Fitch-adjusted NPL) measured $2.4 billion and net adjusted
(adjusted debt minus unrestricted cash and investments) measured
$2.0 billion.

Per state statute, annual employer contributions to OPERS are
capped at 14% of employee wages, and the amortization of the OPERS'
funding liability cannot exceed 30 years. OPERS is ahead of
schedule at 19 years as of OPERS' fiscal 2016 annual report. The
state and OPERS have made changes to retirement benefits and
contribution practices to ensure full actuarial contributions for
pensions despite the statutory cap on employer contributions;
additional reforms limiting retiree cost-of-living adjustments are
under consideration in the legislature.

Per Fitch adjustments, based on fiscal 2017 results, MetroHealth's
cash-to-adjusted debt measures at a low 17% and net adjusted
debt-to-adjusted EBITDA measures at a high 7.2x. Based on Fitch's
FAST scenario analysis, these capital-related ratios should
improve, including through the stress applied in the rating case.
Fitch's through-the-cycle rating case shows MetroHealth's year five
(2022) cash-to-adjusted debt improving to 35% and net adjusted
debt-to-adjusted EBITDA measures a still high 5.5x. The rating case
reflects a stress scenario through which the rating is stable (all
else equal). Despite improvement, these ratios are not consistent
with an investment-grade health system per Fitch's criteria.

MetroHealth's liquidity profile reflects $397 million of
unrestricted cash and investments for fiscal 2017. Fitch's
assessment of the liquidity profile is neutral to the rating as the
roughly 140 days cash on hand is well above the 75 day threshold
for 'weak' per criteria. The system's cash and investment position
is very liquid and is invested very conservatively; cash and fixed
income account for approximately 99% of asset allocation, while
domestic equities represent 1%. Per the FAST scenario analysis,
Fitch expects MetroHealth to improve its liquidity position,
particularly as capital spending is covered by bond funds and
operating results are expected to be maintained or improve over
time. Moreover, the system has engaged a $100 million fundraising
effort ($40 million of cash is targeted for balance sheet
improvement).

Asymmetric Additional Risk Considerations

There are no asymmetric risk factors identified for the MetroHealth
rating. The system's debt is all fixed-rate and MetroHealth no
longer has interest rate swaps in place (it terminated its last two
swaps in April 2017). Unrestricted cash and investments are
invested very conservatively and are very liquid. MetroHealth has a
seasoned management team with a track-record of generating good
operating margins in a challenging environment as a safety net
provider.

MetroHealth is a component unit of Cuyahoga County and the county
provides the DSRF supporting the system's series 2017 bonds through
maintaining a LOC with a bank. The county has the option to
terminate the DSRF agreement if MetroHealth's debt service coverage
is 1.75x for three consecutive years beginning at the earlier of
project completion or Dec. 31, 2025. If there is a draw on the LOC,
MetroHealth is required to repay the county for the draw through a
reduction in the annual appropriation from the county or a 10-year
loan. The commitment to maintain the LOC in support of the DSRF
does not affect the rating under Fitch's criteria.


MIDOR PROPERTIES: June 5 Plan Confirmation Hearing Set
------------------------------------------------------
Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania has approved the amended disclosure
statement explaining Midor Properties, LLC's amended plan of
reorganization and scheduled June 5, 2018, at 9:30 AM, for the
hearing on confirmation of the Plan.

May 25 is fixed as the last day to file with a Court objections to
confirmation of the Plan.

Under the Plan, holders of Class 4 - Allowed Unsecured Claims will
recoup 23% of their allowed claim based on monthly payments of $500
for a period of 60 months.  The Plan will be funded by rental
income from the residential leases.

Prior to the Disclosure Statement hearing, the U.S. Trustee filed a
limited objection concerning on, among other things,: (i)
Additional information in Article II regarding the companion
chapter 11 case of the Debtor's principals; (ii) Additional
information in Article III, Section D, regarding the treatment of
Debtor's tenant; (iii) Additional information in Article III,
Section E, regarding the liens which impact, and treatment of,
Class 3 creditors; and (iv) Additional information in Article VII,
Section F regarding this Honorable Court's retention of
jurisdiction post-confirmation.

The Debtor resolved the U.S. Trustee's concerns by filing the
amended Disclosure Statement and providing information concerning
the matters raised by the U.S. Trustee.

A redlined version of the Amended Disclosure Statement is available
at:

          http://bankrupt.com/misc/pamb17-02793-48.pdf

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

          http://bankrupt.com/misc/pamb17-02793-38.pdf

                    About Midor Properties

Midor Properties, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02793) on July 6,
2017.  At the time of the filing, the Debtor estimated assets and
liabilities of less than $100,000.  Judge Henry W. Van Eck
presides
over the case.  Craig A. Diehl, Esq., at the Law Offices of Craig
A. Diehl, serves as the Debtor's bankruptcy counsel.


MITEL NETWORKS: S&P Puts 'B+' CCR on CreditWatch Negative
---------------------------------------------------------
S&P Global Ratings said it placed its 'B+' long-term corporate
credit rating and senior secured debt ratings, on Mitel Networks
Corp. on CreditWatch with negative implications

The CreditWatch placement follows the company's announcement that
it will be acquired by affiliates of private equity firm
Searchlight Capital Partners for US$2.0 billion. Once the
transaction is completed, Mitel will become a financial
sponsor-owned company, with implications on both its financial
policy and credit measures.

S&P expects to resolve the CreditWatch on completion of the
transaction, after assessing Mitel's financial risk profile
post-acquisition, with an emphasis on the company's prospective
financial policy and credit measures, which could result in a
downgrade by one or two notches.


MONUMENT SECURITY: Unsecureds to Get $1.2M Over 23 Months
---------------------------------------------------------
Monument Security, Inc., filed a Chapter 11 plan of reorganization
and accompanying disclosure statement proposing to pay Class 3.2
general unsecured creditors the sum of $1,190,000 in monthly
payments beginning on January 1, 2020, as follows: $40,000 for the
first six months; $50,000 for the next 13 months, and $75,000 for
the next four months.  If the claim disputes have not been
concluded by the date of distribution, the funds will be placed
into an FDIC-insured interest bearing account until the time the
claim disputes are resolved.

The Debtor will continue to operate the business, will make ongoing
lease and loan payments as they come due, and will pay the arrears
and unsecured claims in full over time.

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

        http://bankrupt.com/misc/caeb17-20689-216.pdf

                    About Monument Security

Monument Security, Inc., was formed in 1995, and operates a
security services business in California, Nevada, Arizona,
Colorado, Georgia, Florida, Indiana, Louisiana, Maryland, Missouri,
New Jersey, New York, Ohio, Oregon, Texas, Utah, Washington, and
Wyoming.  It also subcontracts work to other security providers in
Alaska, Arizona, New Mexico and North Carolina.  The business had
been successfully run by Scott McDonald for many years and
regularly employs more than 1000 employees.

Monument Security filed a Chapter 11 petition (Bankr. E.D. Cal. No.
17-20689) on Feb. 1, 2017. Michael Bivians, CEO, signed the
petition. At the time of filing, the Debtor disclosed total assets
of $2.82 million and total liabilities of $3.11 million.

The case is assigned to Judge Robert S. Bardwil.

The Debtor is represented by Matthew R. Eason, Esq., and Kyle K.
Tambornini, Esq., at Eason & Tambornini.


MRC GLOBAL: Moody's Hikes CFR to B1 & Secured Loan Rating to B2
---------------------------------------------------------------
Moody's Investors Service upgraded MRC Global (US) Inc.'s corporate
family rating (CFR) to B1 from B2, its probability of default
rating to B1-PD from B2-PD and its senior secured term loan rating
to B2 from B3. Moody's also affirmed the speculative grade
liquidity rating of SGL-2. The ratings outlook is stable.

"The upgrade reflects the significant improvement in the company's
operating performance and credit metrics and the expectation these
positive trends will continue over the next 12-18 months," said
Michael Corelli, Moody's Vice President -- Senior Credit Officer
and the lead analyst for MRC Global (US) Inc.

Upgrades:

Issuer: MRC Global (US) Inc.

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

Corporate Family Rating, Upgraded to B1 from B2

Senior Secured Bank Credit Facility, Upgraded to B2 (LGD5) from
  B3 (LGD5)

Outlook Actions:

Issuer: MRC Global (US) Inc.

Outlook, Changed To Stable From Positive

Affirmations:

Issuer: MRC Global (US) Inc.

  Speculative Grade Liquidity Rating, Affirmed SGL-2

RATINGS RATIONALE

MRC Global (US) Inc.'s (MRC) B1 corporate family rating reflects
its inconsistent free cash flow generation, historically volatile
operating results, acquisitive history, exposure to highly
competitive and cyclical end markets, and modest profit margins.
The rating is supported by the company's solid scale and global
position in certain sectors of the energy industry, its substantial
debt reduction during the recent industry downturn, modest capital
spending requirements and the countercyclical nature of its working
capital investment, which typically results in positive free cash
flow when demand falls.

Benefitting from the recovery in the oil & gas sector over the
course of 2017, MRC's revenues increased 20% to $3.6 billion from
$3.0 billion in 2016 and its adjusted EBITDA rose 48% to $181
million from $122 million. The improvement in its operating
performance reflected growth in its midstream and upstream business
in the US and Canada, supported by higher oil & gas and utility
sector capital spending and reduced competitive pricing pressure.
The company's earnings also benefitted from cost cutting
initiatives including the streamlining of its operations and
consolidation of its distribution centers. The improved earnings
led to strengthening credit metrics, with MRC's leverage ratio
(Debt/EBITDA) declining to 4.0x in December 2017 from 4.7x in
December 2016 and its interest coverage (EBITA/Interest) rising to
3.0x from 1.4x.

Moody's expects MRC's credit profile will continue to improve over
the next 12-18 months, supported by favorable demand fundamentals
in the oil & gas sector. We expect the company to generate adjusted
EBITDA in the range of $225 - $250 million in 2018, which will
reduce its adjusted leverage to around 3.0x and raise its interest
coverage to about 4.0x. While these metrics will be strong for the
B1 corporate family rating, the company's credit profile remains
constrained by its weak profit margins, low return on invested
capital (ROIC) and its dependence on the highly cyclical oil & gas
sector.

MRC's SGL-2 speculative grade liquidity rating reflects its good
liquidity profile. The company had total liquidity of about $485
million as of December 31, 2017, including $48 million of cash and
availability of approximately $437 million on its $800 million
revolving credit facility that matures in September 2022. The
facility had outstanding borrowings of only $129 million, but the
borrowing base was limited by MRC's historically low level of
inventory and receivables. The company had negative free cash flow
of about $102 million during 2017 due to investments in working
capital to support stronger end market demand. We do not expect MRC
to generate free cash flow in 2018 as increased working capital
investments offset the stronger operating performance, but the
company should still maintain a good liquidity position.

The stable outlook reflects our expectation that MRC's operating
performance and credit metrics will continue to strengthen in 2018
and remain strong for its rating.

A rating upgrade is not likely in the near term, but could be
considered if the company increases its scale, broadens its end
market diversity and produces stronger profit margins and returns
on invested capital (ROIC). Sustaining its operating margins above
5.5% and a ROIC above 8.0% could lead to an upgrade.

A downgrade could occur if MRC's operating results and credit
metrics substantially deteriorate. Downside triggers would include
the interest coverage ratio sustained below 2.0x or the leverage
ratio above 5.0x.

MRC Global (US) Inc. is a global distributor of pipes, valves, and
fittings (PVF) and related products and provides other services to
the energy industry across each of the upstream (exploration,
production and extraction of underground oil and gas), midstream
(gathering and transmission of oil and gas, gas utilities, and the
storage and distribution of oil and gas) and downstream (crude oil
refining, petrochemical processing and general industrial) sectors.
The company operates out of approximately 300 branch locations,
third-party pipe yards, valve automation service centers and
distribution centers located in the principal industrial,
hydrocarbon producing and refining areas of the United States,
Canada, Europe, Asia and Australia. The company is headquartered in
Houston, Texas and generated revenues of about $3.6 billion for the
12 month period ended December 31, 2017.


NASRIN OIL: Bid for Extension of Exclusive Plan Filing Denied
-------------------------------------------------------------
The Hon. Erik P. Kimbal of the U.S. Bankruptcy Court for the
Southern District of Florida has denied Nasrin Oil Corp.'s request
for extension of the exclusivity period to file a Plan of
Reorganization and file a Disclosure Statement, in light of the
Court's order granting emergency motion to dismiss case.

A copy of the court order is available at:

                 http://bankrupt.com/misc/flsb17-22086-98.pdf

As reported by the Troubled Company Reporter on April 5, 2018, the
Debtor asked the Court for a 7-day extension of the exclusivity
period to file a Plan of Reorganization and file a Disclosure
Statement and related deadlines, through and including April 6,
2018.

On the day of the deadline, March 30, 2018, the Debtor's counsel
has two depositions in the Debtor's affiliated litigation case,
Power Petroleum, Inc. vs. Maha & Haifa, Inc., with a third
deposition scheduled for the following business day and therefore,
requested additional time to prepare the Plan and Disclosure
Statement.

                      About Nasrin Oil Corp.

Nasrin Oil Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22086) on Oct. 3,
2017.  In the petition signed by Mohammad K. Miah, its president,
the Debtor estimated assets of less than $50,000 and liabilities of
less than $500,000.  Judge Erik P. Kimball presides over the case.
Merrill P.A. is the Debtor's bankruptcy counsel.  An official
committee of unsecured creditors has not yet been appointed in the
Chapter 11 case.


PANADERIA ZULMA: Unsecured Creditors to Get Nothing Under Plan
--------------------------------------------------------------
Panaderia Zulma, Inc.'s amended Chapter 11 plan provides zero
recovery for general unsecured creditors as the proceeds of the
sale of substantially all of its assets, which will be used to fund
plan payments, are not enough to pay off general unsecured
creditors.

The Department of Treasury will be paid in full, while Consejo de
Titulares, Condominio Servicentro Villa del Carmen, which holds a
secured claim, will be paid 85% of its allowed claim.

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

          http://bankrupt.com/misc/deb16-07217-129.pdf

                     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.


PANDA TEMPLE II: S&P Raises Secured Term Loan B Rating to 'CCC'
---------------------------------------------------------------
S&P Global Ratings raised its debt rating on Panda Temple II Power
LLC's senior secured term loan B to 'CCC' from 'CCC-'. The outlook
is revised to stable from negative. The '3' recovery rating on the
senior debt is unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%; rounded estimate of 65%) if a default
occurs.

S&P said, "Our upgrade and outlook revision stem from our view that
the 758 MW Siemens-powered combined-cycle natural gas power plant
continues to generate positive cash flows to maintain debt service
coverage above 1x, despite operating in ERCOT's persistently weak,
though improving market. Cash flow generation is partially
supported by a revenue put option that hedges some merchant
exposure through December 2019. In addition to the liquidity on
hand, we believe the risk of a nonpayment default in the near term
is lower than what we had envisioned last year.
The stable outlook reflects our view that the project will generate
sufficient cash flows to maintain debt service coverage above 1x
and meet its quarterly debt service obligations prior to maturity.

"We could consider raising the rating if the project can refinance
term loan B prior to maturity in April 2019 and the capital
structure becomes sustainable over the long term. We could also
consider an upgrade if we saw an improvement in spark spreads and
capacity factor. This could stem from an increase in power demand
and higher wholesale power prices in ERCOT without a related
increase in natural gas feedstock cost. An upgrade will require the
project to meet its financial covenant obligation without the use
of an equity cure for the remaining term of the debt.

"We would consider a downgrade or revise the outlook if the project
is unable to refinance the outstanding debt, its liquidity position
deteriorates, or Temple II breaches a financial covenant in the
second half of 2018, which could stem from lower power demand as a
result of a mild summer with a negligible increase of wholesale
power prices."


PEANUT CO: Case Summary & 10 Unsecured Creditors
------------------------------------------------
Debtor: The Peanut Co, LLC
        10921 W 247th
        Bucyrus, KS 66013

Business Description: The Peanut Co, LLC is a privately
                      held company whose principal assets
                      are located at 7489 W 161st Overland Park,
                      KS 66085.

Chapter 11 Petition Date: April 25, 2018

Case No.: 18-20850

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Debtor's Counsel: Larry A Pittman, II, Esq.
                  PATTON KNIPP DEAN, LLC
                  12760 West 87th St Pkwy, Ste 108
                  Lenexa, KS 66215
                  Tel: 816-994-9370
                  Fax: 816-817-6023
                  E-mail: lpittman@pattonknipp.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eric Rue Kallevig, sole member/owner.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 10 unsecured creditors is available for free
at:

                 http://bankrupt.com/misc/ksb18-20850.pdf


PETCO ANIMAL: Moody's Cuts CFR to B3 & Secured Loan Rating to B2
----------------------------------------------------------------
Moody's Investors Service downgraded Petco Animal Supplies, Inc.'s
(Petco) Corporate Family Rating and probability of default rating
to B3 and B3-PD from B2 and B2-PD respectively. Additionally,
Moody's also downgraded the company's senior secured term loan to
B2 from B1. The rating outlook is negative.

"Although we consider the overall pet industry to be relatively
stable, competitive pressure from e-commerce and mass retailers has
negatively impacted Petco's topline growth and margins resulting in
financial results that have been below our expectations", Moody's
Vice President Mickey Chadha stated. "We expect this trend to
continue as e-commerce competitors like Chewy increase promotional
activity to gain market share making it very challenging to reverse
recent operating trends , hence the negative outlook", Chadha
further stated.

Downgrades:

Issuer: Petco Animal Supplies, Inc.

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

Corporate Family Rating, Downgraded to B3 from B2

Senior Secured Bank Credit Facility, Downgraded to B2(LGD3) from
B1(LGD3)

Outlook Actions:

Issuer: Petco Animal Supplies, Inc.

Outlook, Changed To Negative From Stable

RATINGS RATIONALE

Petco's B3 Corporate Family Rating reflects its weak operating
trends and high financial leverage that stems from the acquisition
of the company by the CVC Capital Partners Advisory (U.S.) and
Canada Pension Plan Investment Board (together, the "Sponsors") in
January 2016. Lease-adjusted debt/EBITDA remains high at 5.7 times
for the twelve month period ended February 3, 2018, and interest
coverage is modest with EBIT/interest at 1.3 times. Moody's expects
credit metrics to deteriorate in the next 12 months as same store
sales and margins continue to be pressured due to increased
competition from e-commerce and the mass channel. Same store sales
have declined for the past 6 consecutive quarters due to increased
promotions to drive traffic and increased online competition. As a
result Moody's expects debt/EBITDA and EBIT/interest in the next 12
months to be above 6.5 times and below 1.0 times respectively. The
company is owned by a private equity sponsor, which inherently has
certain risks specifically as it relates to the high likelihood of
a shareholder friendly financial policy that can lead to the
maintenance of a highly leveraged capital structure. The rating
also acknowledges that while Petco's market presence is
substantial, the competitive landscape is getting tougher as
consumers are increasingly shopping online at company's like Chewy
(owned by Petsmart) and Amazon and the mass channel which includes
supermarkets, Walmart, and Target continue to price aggressively.
Petco's ratings are supported by its good liquidity, well-known
brand, broad national footprint, and although results have been
below expectations, the company has demonstrated ability to
generate positive free cash flow in the past several years. The pet
products industry also remains relatively recession-resilient,
driven by factors such as the replenishment nature of consumables
and services and increased pet ownership.

The negative outlook reflects Moody's expectation that competitive
pressure will continue to increase, making it very challenging for
the company to reverse current operating trends in the next 12
months.

Petco's ratings could be upgraded if the company's operating
performance improves as demonstrated by an increase in same store
sales and profitability while maintaining good liquidity and
financial policies that are focused on improving credit metrics.
Specific metrics include achieving and maintaining lease-adjusted
debt/EBITDA below 5.75 times and EBIT/interest expense near 1.5
times.

Petco's ratings could be downgraded if operating trends are not
reversed, financial policies become more aggressive, or if
liquidity erodes. Ratings can be lowered if operating margins do
not stabilize or free cash flow deteriorates. Quantitatively, a
downgrade could occur if lease-adjusted debt/EBITDA is sustained
above 7.0 times or if EBIT/interest expense is not sustained above
1.0 times.

Petco Holdings, Inc. is a national specialty retailer of premium
pet consumables, supplies and companion animals and services with
1,516 retail locations in 50 states, the District of Columbia and
Puerto Rico as of February 3, 2018. The Company also offers an
expanded range of consumables and supplies through its
www.petco.com, www.unleashed.com and www.drsfostersmith.com
websites. Revenue exceeded $4.5 billion for the latest twelve month
period ended February 3, 2018. The company is owned by CVC Capital
Partners Advisory (U.S.) and Canada Pension Plan Investment Board.


PRECIPIO INC: Signs $3.3 Million Convertible Debt Facility
----------------------------------------------------------
Precipio Inc. entered into a securities purchase agreement with
certain investors on April 20, 2018, pursuant to which the Company
will issue up to approximately $3,296,703 in 8% senior secured
convertible promissory notes with 25% common stock warrant
coverage.  The Agreement includes customary representations,
warranties and covenants by the Company and customary closing
conditions.

The Transaction consists of unregistered 8% Senior Secured
Convertible Notes, bearing interest at a rate of 8.00% annually and
an original issue discount of 9%.  The initial Senior Secured
Convertible Notes will be convertible at a price of $0.50 per
share, provided that if the Note is not repaid within 180 days, the
conversion price will be adjusted to 80% of the lowest volume
weighted average price during the prior 10 days, subject to a
minimum conversion price of $.30 per share.  The Transaction
consists of a number of drawdowns.  The initial closing provided
the Company with $1,660,000 of gross proceeds for the issuance of
Notes with an aggregate principal of $1,809,400.  Subject to prior
stockholder approval, the Investors will fund an additional
$440,000 for Notes with an aggregate principal of $479,600 and the
Company shall have the option to draw down two additional tranches
of $500,000 each ($545,000 principal amount of Notes), 120 days
following the initial closing and 150 days following the initial
closing.

The Note is payable by the Company on the earlier of (i) the one
year anniversary after the initial closing date or (ii) upon the
closing of a qualified offering, namely the Company raising gross
proceeds of at least $7,000,000.  At any time, provided that the
Company gives 5 business days written notice, the Company has the
right to redeem the outstanding principal amount of the Note,
including accrued but unpaid interest, all liquidated damages and
all other amounts due under the Note, for cash as follows: (i) an
amount which is equal to the sum of 105% if the Company exercises
its right to redeem the Note within 90 days of the initial closing,
(ii) 110% if the Company exercises its right to redeem the Note
within 180 days of the initial closing, or (iii) 115% if the
Company exercises its right to redeem 180 days from the initial
closing.

Upon written demand by a note holder after Aug. 22, 2018, the
Company shall file a registration statement within 30 days after
written demand covering the resale of all or such portion of the
conversion shares for an offering to be made on a continuous basis
pursuant to Rule 415.  The registration statement filed shall be on
Form S-3 or Form S-1, at the option of the Company.  If the Company
does not file a registration statement in accordance with the terms
of the Agreement, then on the business day following the applicable
filing date and on each monthly anniversary of the business day
following the applicable filing date (if no registration statement
shall have been filed by the Company in accordance herewith by such
date), the Company shall pay to M2B Funding Corp. an amount in
cash, as partial liquidated damages, equal to 1% per month
(pro-rata for partial months) based upon the gross purchase price
of the Notes (calculated on a daily basis) under the Agreement.

The obligations under the Note are secured, subject to certain
exceptions and other permitted payments by a perfected security
interest on the assets of the Company.

As part of the Transaction, the Investors also received warrants to
purchase Common Stock of the Company that provided the Investor
with the right to purchase 100% coverage shares of the Company's
common stock exercisable at a 150% premium to the market price on
the initial closing date.  50% of those Warrants have a 5-year term
and 50% have a one year term.

Pursuant to a letter agreement, dated as of April 20, 2018, the
Company engaged a registered broker dealer as a financial advisor.
Pursuant to the Letter Agreement, the Company will pay the
registered broker dealer a fee of 7% of the proceeds from the sale
of the Notes and Warrants.  The Letter Agreement also provides 7%
warrant coverage to the Financial Advisor as additional
compensation.

Given the Company's recent stock price, management and the Board
believed that a convertible debt structure would have less of an
adverse impact on the current market price and the Company was able
to price the conversion rate and exercise price for the warrants
above market.  The company intends to raise additional equity
capital to repay the loan within the next 180 days, after which, if
not repaid, the conversion rate will become variable at a 20%
discount to the 10-day volume weighted average price at the time of
the conversion.  The company will seek shareholder approval shortly
which will enable it to draw down the remaining approximately $1.5M
under the facility.

"We are fortunate to be able to capitalize on these opportunities
to grow the business at this time, and I'd like to thank the
investors that participated in this financing and are supporting
the company with a presently above-market price financing," said
Ilan Danieli, president and CEO of Precipio.  "Management hopes
that with the anticipated revenue growth, we will become an
attractive opportunity for both existing and new investors to
participate in the appreciation of company value."

                         About Precipio

Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics
company providing diagnostic products and services to the oncology
market.  The Company has built a platform designed to eradicate the
problem of misdiagnosis by harnessing the intellect, expertise and
technology developed within academic institutions and delivering
quality diagnostic information to physicians and their patients
worldwide.  Through its collaborations with world-class academic
institutions specializing in cancer research, diagnostics and
treatment, initially the Yale School of Medicine, Precipio offers a
new standard of diagnostic accuracy enabling the highest level of
patient care.

Precipio reported a net loss available to common stockholders of
$33.21 million in 2017 and a net loss available to common
stockholders of $4.08 million in 2016.  As of Dec. 31, 2017,
Precipio Inc. had $27.26 million in total assets, $14.23 million in
total liabilities and $13.02 million in total stockholders'
equity.

The audit opinion included in the company's Annual Report on Form
10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph.  Marcum LLP, the Company's auditor since
2016, stated that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


PREMIERE GLOBAL: S&P Lowers CCR to 'B-', Outlook Negative
---------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Atlanta-based Premiere Global Services Inc. to 'B-' from 'B'. The
outlook is negative.

S&P said, "At the same time, we lowered the issue-level ratings on
PGi's first-lien debt to 'B' from 'B+'. The recovery rating remains
'2', which indicates our expectation of substantial recovery
(70-90%; rounded estimate: 70%) in the event of a payment default.

"The downgrade reflects our assessment of PGi's ongoing weak
operating performance combined with narrowing covenant cushion
under its maximum total leverage covenant." Lower-than-expected
earnings, stemming primarily from sharp declines in the audio
conferencing market coupled with revenue declines from its
software-as-a-service (SaaS) product have offset growth derived
from recent acquisitions. S&P said, "These factors has resulted in
weaker cash flow compared with our previous base-case forecast.
Although we believe that operating performance in the company's
SaaS segment will improve in 2018 with the recent launch of its Web
collaboration platform, we expect continued high-teen percent
revenue declines in the company's much larger automated meetings
business given the secular decline of the audio conferencing
industry. In addition, we expect the covenant cushion to fall below
10% on lower levels of EBITDA (covenant-defined) as the company's
leverage covenant steps down. Beyond 2018, we expect covenant
headroom to continue to diminish on further covenant step-downs and
limited EBITDA growth, which could trigger a covenant breach."

S&P said, "The negative outlook reflects limited cushion for
operational missteps over the next year given its
less-than-adequate liquidity position and diminishing covenant
cushion.

"We could lower the rating if continued operational
under-performance leads to a deterioration in liquidity and higher
leverage, which could prompt us to assess the capital structure as
unsustainable. This would most likely be driven by continued high
churn at PGi's audio conferencing business without a material
offset from other businesses. In addition, we could lower the
rating if continued operational issues lead us to believe that a
breach of the company's total leverage covenant appears likely.

"We could revise the outlook to stable if the company can
demonstrate the ability to grow EBITDA on a sustained basis, such
that the company's liquidity position improves, including improved
covenant headroom. This would most likely be driven by a
significant reduction in churn at PGi's audio conferencing business
combined with mid- to –high-single-digit growth from the
company's other businesses. In addition, we could revise the
outlook to stable if the company is able to improve its liquidity
position materially through asset sales. However, this most likely
would be dependent on some type of covenant relief, given the
annual quarter turn step-downs."


PRESSURE UP: Court Approves Disclosure Statement
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas has
approved the disclosure statement explaining Pressure Up Ironworks,
LLC's plan of reorganization.

The Debtor is a Texas limited liability company, which owns and
operates an oil and gas maintenance and certification facility in
Tyler, Texas.  Derek Hamm is the sole member of the Debtor.  Mr.
Hamm also manages and operates the Debtor and has done so since the
Debtor’s inception.  After the Effective Date of the order
confirming the Plan, the directors, officers, and voting trustees
of the Debtor, any affiliate of the Debtor participating in a joint
Plan with the Debtor, or successor of the Debtor under the Plan
will be Mr. Hamm.

Post‐confirmation, Mr. Hamm will receive no compensation from the
Reorganized Debtor.

The primary cause of the bankruptcy filing was a the acceleration
of certain notes held by MidSouth Bank.

General unsecured creditors will get pro rata distribution from an
unsecured creditor pool.

The Debtor believes it will have adequate cash flow during the next
10 years to make all required Plan payments either from operational
revenue or capital contributions from the Debtor's principal.  The
Debtor believes that it is extremely speculative to forecast, with
any degree of specificity, the cash flow figures beyond one (1)
year, let alone ten (10) years.  Nonetheless, the Debtor
estimates the net cash flow from business operations will increase
significantly based upon the current price of crude oil (currently
over $65.00 a barrel).  The oil and gas industry has had a rough
few years, but is rebounding.  While the Debtor's performance
during this chapter 11 bankruptcy case continues to show a loss, it
is expected to turn the corner in the second quarter of
2018.  Debtor anticipates that confirmation of the Plan is not
likely to be followed by liquidation or the need for further
reorganization.

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

         http://bankrupt.com/misc/txeb17-60491-43.pdf

Pressure Up Ironworks, LLC, filed a Chapter 11 petition (Bankr.
E.D. Tex. Case No. 17-60491) on June 30, 2017, and is represented
by Robert T. DeMarco, Esq., at Demarco-Mitchell, PLLC.


PRIME HOTEL: Mortgagee Wants to Terminate Plan Exclusivity Periods
------------------------------------------------------------------
DS 17 West 24th Street Note Purchaser LLC asks the U.S. Bankruptcy
Court for the Southern District of New York to terminating Prime
Hotel Management LLC's exclusive periods to file a plan of
reorganization and to solicit acceptances thereof.

A hearing will be held on May 17, 2018 at 11:00 a.m. during which
the Court will consider terminating the Debtor's exclusive
periods.

DS 17 West 24th Street Note Purchaser LLC ("Mortgagee") is the
holder of the first mortgage on the Property located at 17 West
24th Street, New York, New York 10010, which is owned by the
Debtor.

Mortgagee wants to terminate the Exclusive Periods because the
Property cannot support real estate taxes and administrative
expenses, let alone a mortgage, and there is no prospect for
reorganization by cramdown, so the best outcome for this case is
confirmation of a liquidating plan -- a process that requires the
Mortgagee's financial support -- and should therefore be subject to
the Mortgagee's control.

Mortgagee tells the Court that the Debtor's goal was to tear down
the existing structure and build a hotel. The Debtor stated in
Bankruptcy Court filings that it filed this case because it could
not raise the necessary funds for development. The development
scheme failed in 2016. The Debtor has been unable to find
replacement financing an equity investment, or a buyer since then.


Meanwhile, the Mortgagee's claim is accruing interest at a 24%
default rate. The Property has no income. Bills for debt service,
water, electricity, real estate taxes and insurance went unpaid
pre-petition, and the pattern continues, in part, post-petition.

The Mortgagee notes that the Debtor's schedules indicate a
$8,700,000 value. The Mortgagee estimates a value of about
$12,000,000 as of the fall of 2017 based on marketing at that time.
As of early April, 2018, the face amount of the Mortgagee's claim
is about $11,800,000 plus late fees.

The Debtor's Petition indicates $100,457 due for real estate taxes,
and a $480,000 judgment lien, which was likely preferential and
will be recharacterized as an unsecured claim. Based upon the
Mortgagee's projected Property value as of the fall of 2017, there
would probably be substantial funds to be distributed to unsecured
creditors under the Plan after paying real estate taxes and the
Mortgagee's Secured Claim

As to the Debtor's reorganization prospects, both the Mortgagee and
1724 Associates, LLC, an unsecured creditor with a $2,505,417
claim, believe that the Debtor must sell the Property to stop the
bleeding and preserve value for creditors. In light of the
Mortgagee's dominance of the secured class of creditors, and 1724
Associates' dominance of the unsecured class, it will be impossible
for the Debtor to reorganize without the consent of these parties,
and the Mortgagee's agreement to subsidize plan payments. But until
a Court hearing on April 17, 2018, the Debtor's principal refused
to meet to put a sale process in motion to preserve for the
Debtor's estate.

In addition, the Mortgagee contends that the Debtor's development
has been dormant so long that the Debtor must re-file its plans,
update approvals, and pay a filing fee to maintain its
authorization to build a hotel. Admittedly it is questionable
whether a hotel development is the highest and best use of the
Property given market changes since the Debtor embarked on the
project years ago, but the option is still valuable to estate
creditors, some of whom financed based on such a plan. To preserve
any hope of delivering that value, the owner must exercise its
rights before the effective date of the new regulations requiring a
special permit in M zones for hotel use.

Unfortunately, the Debtor's principal has done nothing since filing
this case to indicate that he shares the Mortgagee's sense of
urgency, either with respect to the hotel development option value,
or the eroding equity in the Property as default interest accrues
every day. Indeed, the Debtor cannot afford to pay the fees to
prepare the documents to maintain the hotel option, and as of April
17, 2018, the Debtor had not agreed to accept a protective advance
from the Mortgagee to fund the work. A sale must be put in motion
forthwith to preserve the Property value by preserving the hotel
development option and stopping default interest accrual. And if
creditors are not permitted to step in to preserve the Property
value, creditors will suffer.

The Mortgagee has discussed the situation with 1724 Associates and
both agree that the Mortgagee should move forward with its Plan. If
permitted to file a Mortgagee Plan, the Mortgagee will agree to:

      (a) waive late fees on principal (which is expressly required
under the loan documents) in an estimated amount of $736,914 as of
July 30, 2018;

      (b) cap its claim at $12,000,000 if an auction occurs before
July 30, 2018, representing an additional savings of an estimated
$346,739; and

      (c) reduce the interest rate on the Secured Claim to 9% for
the time period commencing July 30, 2018 if an auction occurs
before July 30, 2018 (but not default interest reduction for the
post July 30, 2018 period if the auction is not concluded by July
30, 2018).

Mortgagee is represented by:

             Mark Frankel, Esq.
             Backenroth Frankel & Krinsky, LLP
             800 Third Avenue
             New York, New York 10022
             Phone: (212) 593-1100

                  About Prime Hotel Management

New York-based Prime Hotel Management LLC owns in fee simple a
vacant five-storey building located at 17 West 24th Street, New
York, valued by the company at $8.7 million.

Prime Hotel Management sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10221) on Jan. 30,
2018.  Hag Gyun Lee, president of Eben Ascel Corp., manager of the
Debtor, signed the petition.  At the time of the filing, the Debtor
disclosed $8.7 million in assets and $14.62 million in
liabilities.

Judge Sean H. Lane presides over the case.

Pick & Zabicki, LLP, is the Debtor's legal counsel.  Frances Caruso
is the Debtor's bookkeeper.


PROPERTY VENTURES: Needs More Time to Appraise Assets
-----------------------------------------------------
Property Ventures, LLC, asks the U.S. Bankruptcy Court for the
District of Nebraska to extend by 90 days the Debtor's exclusive
right to solicit acceptances of its plan of reorganization, to give
the Debtor more time to able to appraise its assets, which is a
fundamental element of any plan Debtor will proposed.

The exclusivity period contained in 11 U.S.C. Section 1121(c)
expires on or about April 12, 2018.

Pursuant to 11 U.S.C. Section 1121, a normal debtor has the
exclusive right to file a plan of reorganization for 120 days after
the petition date.  Moreover, 11 U.S.C. Section 1121(d) provides
that the Court may extend the Section 1121(c) period to solicit
acceptances for the plan.

According to the Debtor, the requested extension is need due to:

     -- there are a number of unresolved contingencies that must
        be address, including the value of Debtor's assets;

     -- though the debt levels in this particular case are not
        particularly high for a typical Chapter 11 case in this
        jurisdiction, the avoidability of liens pursuant to 11
        U.S.C. 506 is a primary issues in this case and may result

        in litigation;

     -- the Debtor has engaged in informal discussions with its
        primary lender, First Westroads Bank, about the treatment
        of its first priority claim on Debtor's real property
        assets.  Until the Debtor's real property assets are
        appraised, Debtor cannot engage in meaningful negotiations

        with its other creditors.

The Debtor tells the Court that it has identified professional
appraisers to assist in the valuation of the Debtor's real property
assets.  In addition, the Debtor has filed a motion to incur for
the purpose of paying the appraiser and completing deferred
maintenance and tenant improvement with the aim of increasing the
value of the Debtor's business.

The Debtor assures the Court that it is current on its bills and is
even making principal and interest payments to First Westroads
Bank, and that it will be able to file a viable plan.  While this
case has been on file for approximately four months.  In addition,
no or little prejudice will come to the creditors in granting this
request.

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

          http://bankrupt.com/misc/neb17-81762-25.pdf

                   About Property Ventures

Based in Omaha, Nebraska, Property Ventures, LLC, has been in the
business support services industry since 2004.

Property Ventures sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Neb. Case No. 17-81762) on Dec. 13,
2017.  At the time of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million.  Judge Thomas L. Saladino
presides over the case.  Patrick R. Turner, Esq., at Stinson
Leonard Street, LLP, serves as the Debtor's bankruptcy counsel.




PUERTO RICAN PARADE: Court Denies Approval of Disclosure Statement
------------------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois denied approval of the third amended
disclosure statement explaining Puerto Rican Parade Committee of
Chicago, Inc.'s plan of reorganization.

As previously reported by The Troubled Company Reporter, the Plan
provides that on its Effective Date, the Debtor will retain all of
its assets and will thereafter be responsible for paying the Claims
of their creditors.

The plan proposes to pay Class 7 general unsecured creditors $330
monthly for 60 months, then $1,000/month until balance is paid in
full with 1% interest.

The Debtor intends to continue the operations of its business
which, based upon historical data, should generate funds sufficient
to pay the monies required under this Plan. All distributions under
the Plan will be made from the ongoing business operations.

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

          http://bankrupt.com/misc/ilnb17-03480-38.pdf

              About Puerto Rican Parade Committee

Puerto Rican Parade Committee of Chicago, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
17-03480) on Feb. 6, 2017.  In the petition signed by Angel Medina,
president, the Debtor estimated assets of less than $1 million.
The case is assigned to Judge Carol A. Doyle.  Paul M. Bach, Esq.,
and Penelope N. Bach, Esq., at the Bach Law Offices, serve as the
Debtor's bankruptcy counsel.


QUALITY CONSTRUCTION: U.S. Trustee Forms 4-Member Committee
-----------------------------------------------------------
The Office of the U.S. Trustee for Region 5 on April 23 appointed
four creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of Quality Construction &
Production, LLC, and its affiliates.

The committee members are:

     (1) Brace Industrial Group
         Sandy Hollingsworth
         14950 Heathrow Forest Pkwy, Suite 150
         Houston, TX 77032
         Email: Sandy.hollingsworth@brace.com

     (2) Accurate NDE Inspection, LLC  
         Charles Brignac
         P.O. Box 81755
         Lafayette, LA 70598

     (3) Atlantic Pacific Equipment, Inc.
         Michael Noland 1455 Old Alabama Road, Suite 100
         Roswell, GA 30076

     (4) Whitco Supply, LLC Dion C. Briley
         2000 N. Morgan Ave.
         Broussard, LA 70518   

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

                  About Quality Construction &
                        Production LLC

Quality Construction & Production, LLC, and its subsidiaries
operate a group of oilfield service companies in the areas of
onshore and offshore fabrication, installation, and production
operations in Youngsville, Louisiana, and together employ
approximately 850 people.  The Company's onshore fabrication
services include spool piping, production modules, manifolds, deck
extensions, and riser guards and clamps. QCP's offshore services
include hook-ups, facilities maintenance/upgrades, compressor
installations and field welding.  Quality Construction was founded
by Nathan Granger and Troy Collins in 2001.

Quality Construction & Production, LLC, and three affiliates sought
Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on
March 16, 2018.  In the petition signed by Nathan Granger,
president, Quality Construction estimated $10 million to $50
million in assets and debt.

The Hon. Robert Summerhays is the case judge.

The Debtors tapped Weinstein & St. Germain, LLC as their bankruptcy
counsel; Elmore Consulting, LLC as financial consultant; and
Donlin, Recano & Company as claims and noticing agent.


QUIKSILVER INC: Acquisition of Billabong Closed
-----------------------------------------------
Priscella Vega, writing for the Los Angeles Times, reports that
Huntington Beach-based Boardriders Inc., formerly known as
Quiksilver Inc., has completed a purchase of sports apparel
competitor Billabong.

The report recounts that the company made a $150-million bid for
Australia-based Billabong in December. The bid required approvals
from regulatory agencies and Billabong's board.

The purchase adds RVCA, Element, Kustom, VonZipper, Xcel and
Palmers to Boardriders' roster of brands, making it one of the
world's leading action sports companies, with sales to more than
7,000 wholesale customers in more than 110 countries, according to
a news release, the report relates.

                      About Quiksilver Inc.

Quiksilver, Inc. -- http://www.quiksilver.com,http://www.roxy.com
and http://www.dcshoes.com-- is an outdoor sports lifestyle  
companies, that designs, produces and distributes branded apparel,
footwear and accessories.  The Company's apparel and footwear
brands, inspired by a passion for outdoor action sports, represent
a casual lifestyle for young-minded people who connect with its
boardriding culture and heritage.  The Company's Quiksilver, Roxy,
and DC brands have authentic roots and heritage in surf, snow and
skate.  The Company's products are sold in more than 100 countries
in a wide range of distribution, including surf shops, skate shops,
snow shops, its proprietary Boardriders shops and other
Company-owned retail stores, other specialty stores, select
department stores and through various e-commerce channels.

Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept.
9, 2015.  Andrew Bruenjes signed the petition as chief financial
officer.  The Debtors disclosed total assets of $337 million and
total debts of $826 million.

Skadden, Arps, Slate, Meagher & Flom LLP served as the Debtors'
legal advisor, FTI Consulting, Inc., as their restructuring
advisor, and Peter J. Solomon Company as their investment banker.
Kurtzman Carson Consultants served as the Debtors' claims and
noticing agent.

The U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc.
and its affiliates appointed seven members to the official
committee of unsecured creditors.  The Committee tapped Akin Gump
Strauss Hauer & Feld LLP, and Pepper Hamilton LLP as its co-counsel
as co-counsel; Province Inc. as its financial advisor and PJT
Partners Inc. as investment banker.

                           *     *    *

The Court filed a pre-arranged Chapter 11 restructuring plan backed
by Oaktree Capital Management, a holder of 73% of the Company's
U.S. Secured Notes.  The Plan was confirmed Jan. 29, 2016, and the
Plan was declared effective Feb. 11, 2016.

Under the Plan, Quiksilver issued new common stock to be
distributed as follows: (a) first, 19% to holders of allowed
secured notes claims; (b) second, up to 77% to rights offering
participants; and (c) third, 4% to the backstop parties.

Quiksilver changed its name to Boardriders in 2017, about a year
after emerging from Chapter 11 bankruptcy.


R.C.A. RUBBER: DOJ Watchdog Seeks Appointment of Chapter 11 Trustee
-------------------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, asks the
U.S. Bankruptcy Court for the Northern District of Ohio to direct
the appointment of a chapter 11 Trustee in the bankruptcy case of
The R.C.A. Rubber Company.

On August 16, 2017, Debtor filed a Chapter 11 Plan of
Reorganization and a Disclosure Statement. The Plan provided for
continued operation and reorganization of the Debtor's business.

The U.S. Trustee relates that at the end of 2017, the Debtor
decided to pursue a sale of its business as a going concern, and on
January 17, 2018, the Court entered the Sale Order, which
established procedures for the sale of substantially all of the
Debtor's assets.

Consistent with the procedures established in the Sale Order, the
business was marketed for sale. The U.S. Trustee submits that
fourteen interested parties signed Non-Disclosure Agreements and
received access to the Virtual Data Room with two of the groups
visiting the plant. The deadline for the submission of bids was
March 9, 2018 at 5:00 p.m., however, but no bids were received.

A hearing on the sale was scheduled for March 27, 2018. At that
time, Debtor's counsel advised the Court of the current status of
the case. Parties in attendance included counsel for the Pension
Benefit Guarantee Corporation; counsel for the United States
Trustee; counsel for Mutual Health Services, a division of Medical
Mutual Services, LLC., counsel for the United Steel, Paper and
Forestry, Rubber, manufacturing, Energy, Allied Industrial and
Service Workers International Union and counsel appearing for
Shared Management Resources, Ltd.

After lengthy discussion and for the reasons stated in detail on
the record before the Court, with the exception of Shared
Management Resources, Ltd., all parties agree that, at this time,
the appointment of a chapter 11 Trustee is in the best interest of
creditors.

                About The R.C.A. Rubber Company

The R.C.A. Rubber Company filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ohio Case No. 16-52757) on November 18, 2016.  The
petition was signed by Shane R. Price, vice president.  The Debtor
operates a commercial rubber manufacturing company specializing in
commercial flooring primarily used in the transit/transportation
industry.

The Debtor disclosed total assets of $2.17 million and total
liabilities of $1.57 million.

Judge Alan M. Koschik presides over the case.  Michael A. Steel,
Esq. of Brennan, Manna & Diamond, LLC represents the Debtor as
counsel.  The Debtor hired Kevin Lyden, Esq., as its special
counsel and Weidrick Livesay & Co., CPA as its accountant.

On August 16, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.


RESIDENTIAL PHYSICIANS: Hires Gold Lange & Majoros PC as Counsel
----------------------------------------------------------------
Residential Physicians Association, PLLC, seeks authority from the
U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, to employ Gold, Lange & Majoros, P.C., as
counsel.

The professional services that GLM will render are:

     a. provide legal advice with respect to the Debtor's powers
and duties as debtors-in-possession in the management of its
assets;

     b. assist the Debtor in maximizing the value of its assets for
the benefit of all creditors and other parties in interest;

     c. commence and prosecute any and all necessary and
appropriate actions and/or proceedings on behalf of the Debtor and
its assets;

     d. conduct negotiations with the Debtor's creditors;

     e. prepare, on behalf of the Debtor, all of the applications,
motions, answers, orders, reports and other legal papers necessary
in these bankruptcy proceedings;

     f. draft a plan of reorganization and disclosure statement;

     g. appear in Court to represent and protect the interests of
the Debtor and its estate; and

     h. perform all other legal services for the Debtor that may be
necessary and proper in this Chapter 11 proceeding.

GLM's hourly rates are:

     Stuart A. Gold, Attorney         $395
     Elias T. Majoros, Attorney       $350
     John C. Lange, Attorney          $350
     John W. Nemecek, Attorney        $230
     Jason P. Smalarz, Attorney       $255
     Cheryl A. Pitts, Paralegal       $100
     Denise White, Paralegal          $100
     Toni Willis, Paralegal            $95

John C. Lange, shareholder and officer of Gold, Lange & Majoros,
attests that GLM does not hold or represent any interest adverse to
the Debtor's bankruptcy estate, GLM is a "disinterested person" as
the phrase is defined in Sec. 101(14) of the Bankruptcy Code.

The counsel can be reached through:

     John C. Lange, Esq.
     GOLD, LANGE & MAJOROS, PC
     24901 Northwestern Hwy., Suite 444
     Southfield, MI 48075
     Tel: (248) 350-8220
     E-mail: jlange@glmpc.com   

              About Residential Physicians Association

Residential Physicians Association -- http://www.rpacares.com/--
provides home medical doctors, and house call physicians to
patients in need with a focus on preventing readmissions during the
transition from an acute care setting to the home.  Since 1993,
Residential Physician Association has served as the premier
healthcare resource for primary care and geriatric medicine for
homebound patients in Southeastern Michigan.  RPA offers in-home
care, chronic care and lab & mobile testing services.  The Company
is located in Southfield, Michigan.

Residential Physicians Association filed a Chapter 11 petition
(Bankr. E.D. Mich. Case No. 18-45329) on April 12, 2018.  In the
petition signed by Stuart D. Kay, executive director, the Debtor
estimated up to $50,000 in assets and $1 million to $10 million in
liabilities.  The case is assigned Judge Mark A. Randon.  The
Debtor is represented by John C. Lange, Esq. at Gold, Lange &
Majoros, P.C.


RH BBQ INC: Trustee Hires Levene Neale Bender as Bankruptcy Counsel
-------------------------------------------------------------------
Timothy J. Yoo, the Chapter 11 trustee of RH BBQ, Inc., seeks
authority from the U.S. Bankruptcy Court for the Central District
of California to retain Levene, Neale, Bender, Yoo & Brill L.L.P.
as its bankruptcy counsel, effective as of April 9, 2018.

Services LNBRB will render to the Trustee are:

     a. advise the Trustee with regard to the requirements of the
Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office
of the United States Trustee as they pertain to the Trustee;

     b. advise the Trustee with regard to certain rights and
remedies of the Trustee and the rights, claims and interests of
creditors;

     c. represent the Trustee in any proceeding or hearing in the
Bankruptcy Court involving this estate unless the Trustee is
represented in such proceeding or hearing by other special
counsel;

     d. conduct examinations of witnesses, claimants or adverse
parties and representing the Trustee in any adversary proceeding
except to the extent that any such adversary proceeding is in an
area outside of LNBRB's expertise or which is beyond LNBRB's
staffing capabilities;

     e. prepare and assist the Trustee in the preparation of
reports, applications, pleadings and orders including, but not
limited to, applications to employ professionals, lease pleadings,
cash collateral pleadings, financing pleadings, and pleadings with
respect to the Trustee’s use, sale or lease of property outside
the ordinary course of business;

     f. represent the Trustee with regard to obtaining use of cash
collateral including, but not limited to, negotiating and seeking
Bankruptcy Court approval of any cash collateral pleading or
stipulation and preparing any pleadings relating to obtaining use
of cash collateral, if needed; and

     g. perform any other services which may be appropriate in
LNBRB's representation of the Trustee during this Chapter 11
bankruptcy case.

LNBRB's 2018 hourly rates are:

     Attorneys               2018 rates
     ---------               ----------
     David W. Levene            $595
     David l. Neale             $595
     Ron Bender                 $595
     Martin J. Brill            $595
     Timothy J. Yoo             $595
     Gary E. Klausner           $595
     Edward M. Wolkowitz        $595
     David B. Golubchik         $595
     Beth Ann R. Young          $580
     Monica Y. Kim              $580
     Daniel H. Reiss            $580
     Irving M. Gross            $580
     Philip A. Gasteier         $580
     Eve H. Karasik             $580
     Todd A. Frealy             $580
     Kurt Ramlo                 $580
     Juliet Y. Oh               $565
     Todd M. Arnold             $565
     Carmela T. Pagay           $565
     Anthony A. Friedman        $565
     Krikor J. Meshefejian      $565
     John-patrick M. Fritz      $565
     Lindsey L. Smith           $495
     Jeffrey Kwong              $425
     Paraprofessionals          $250

Monica Y. Kim, member of the law firm of Levene, Neale, Bender, Yoo
& Brill, attests that LNBRB is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The counsel can be reached through:

     Monica Y. Kim, Esq.
     LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
     10250 Constellation Blvd., Suite 1700
     Los Angeles, CA 90067
     Tel: (310) 229-1234
     Fax: (310) 229-1244
     E-mail: myk@lnbyb.com

                        About RH BBQ, Inc.

RH BBQ, Inc., doing business as Red Castle 3, is a privately held
company in Rowland Heights, California that operates a Korean
barbecue restaurant.

RH BBQ, Inc., based in Rowland Heights, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-11469) on Feb. 9, 2018.  In
the petition signed by Young Keun Park, president, the Debtor
estimated $1 million to $10 million in both assets and liabilities.


The Hon. Sandra R. Klein presides over the case.  

Jaenam Coe, Esq., at the Law Office of Jaenam Coe PC, serves as
bankruptcy counsel to the Debtor.

Monica Y. Kim, member of the law firm of Levene, Neale, Bender, Yoo
& Brill L.L.P., represents Timothy J. Yoo, the Chapter 11 trustee
of the Debtor.


ROYAL COACHMAN: Court Confirms First Amended Chapter 11 Plan
------------------------------------------------------------
Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the
Eastern District of Washington confirmed Royal Coachman Mobile Home
Park, LLC's first amended plan chapter 11 plan of reorganization
filed on Dec. 1, 2017.

The Court finds that the provisions of Chapter 11 of the United
States Code have been complied with and the Plan has been proposed
in good faith and not by any means forbidden by law.

Further, each holder of a claim or interest has accepted the Plan
or will receive or retain under the Plan property of a value, as of
the effective date of the Plan, that is not less than the amount
that such holder would receive or retain if the Debtor was
liquidated under Chapter 7 of the Code on such date, or the Plan
does not discriminate unfairly, and is fair and equitable with
respect to each class of claims or interests that is impaired under
and has not accepted the Plan.

The Court also asserts that confirmation of the Plan is not likely
to be followed by the liquidation, or the need for further
financial reorganization of the Debtor, or if the Plan is a plan of
liquidation, the Plan sets a time period in which liquidation will
be accomplished, and provides for the eventuality that the
liquidation is not accomplished in that time period.

The bankruptcy case is in re: ROYAL COACHMAN MOBILE HOME PARK, LLC,
Chapter 11, Debtor, No. 16-03109-FPC11 (Bankr. E.D. Wash.).

A full-text copy of the Court's Findings of Fact dated April 5,
2018 is available at https://bit.ly/2vqJ7aC from Leagle.com.

Royal Coachman Mobile Home Park, LLC, Debtor, represented by Dan
ORourke -- Dan@southwellorourke.com -- Southwell & ORourke.

US Trustee, U.S. Trustee, represented by Gary W. Dyer, U S
Trustee's Office.

                   About Royal Coachman

Royal Coachman Mobile Home Park, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No.
16-03109) on Oct. 3, 2016.  The petition was signed by Shannon
Hunter Burns, authorized representative.  

The Debtor is represented by Dan O'Rourke, Esq., at Southwell &
O'Rourke, P.S.

At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of less than $500,000.


S K TRANSPORT: Unsecureds to Get $47,500 Under Plan
---------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia has conditionally approved the disclosure
statement explaining S K Transport, Inc.'s plan of reorganization.

Under the Plan, Class U-1 - disputed general unsecured claims total
approximately $55,000, and will be paid in full at the rate of $750
per month over the first 30 months of the Plan and $1,250 over the
last 20 months of the Plan.

Within two years prior to the Petition Date, there were two
accidents involving trailers.  There was damage to the trailer
although no chemicals leaked.  The accidents were reported to the
insurance carrier and insurance premiums increased from
approximately $10,000 per month to $30,000 per month.

At the Petition Date, the Debtor was making insurance payments at
the rate of approximately $33,000 per month.  The increase premium
was making business operations difficult.  The Debtor has
maintained insurance since the Petition Date but has now arranged
replacement insurance at the approximate amount of $20,000 per
month.  This will free up $13,000 per month to go towards Plan
payments and current operating expenses.

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

           http://bankrupt.com/misc/wvsb17-20298-124.pdf

                      About S K Transport

S K Transport is a small business debtor as defined in 11 U.S.C.
Section 101(51D) that is engaged in the trucking business.  The
Debtor sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. W.Va. Case No. 17-20298) on May 30, 2017.  In the
petition signed by Charles Shannon, its owner, the Debtor estimated
its assets and debt at $1 million to $10 million.  Judge Frank W.
Volk presides over the case.  The Debtor hired Caldwell & Riffee as
counsel.  An official committee of unsecured creditors has not been
appointed in the Chapter 11 case.


SEARS HOLDINGS: ESL Eyes Acquisition of 3 Business Units
--------------------------------------------------------
Sears Holdings Corporation's Board of Directors has received a
letter from ESL Investments, Inc. expressing the view that the
Company should pursue a divestiture of all or a portion of (i) the
Kenmore brand and related assets, (ii) the Sears Home Improvement
business of the Sears Home Services division, and (iii) the
PartsDirect business of the Sears Home Services division.

The letter notes that Kenmore, SHIP, and PartsDirect have
substantial value and that divesting one or more of them would
enable the Company to improve its debt profile and liquidity
position.  The letter further states that if the Company determines
to pursue a divesture of any of Kenmore, SHIP, or PartsDirect, ESL
would be interested in participating as a buyer. In pertinent part,
the letter outlines the following:

   * ESL's non-binding proposal to acquire SHIP and PartsDirect
     based on an enterprise value of $500 million and on the other
     terms set forth in the letter;

   * ESL's willingness to submit a proposal to acquire Kenmore;
     and

   * ESL's willingness to make an offer for certain real estate
     owned by the Company (including the assumption of certain
     debt obligations secured by that real estate) with the
     expectation of entering into an ongoing master lease for some
     or all of the stores to allow for their continued operation.

The letter emphasizes that ESL's principal interest is seeing that
the Kenmore, SHIP, and PartsDirect businesses are divested in the
near term at a full and fair value, regardless of whether ESL or a
third party is the ultimate buyer.  To ensure a fair process, ESL
confirmed that:

   * It will not participate in any transaction as a buyer unless
     such transaction is both recommended by a committee of
     independent directors of the Company's Board that is fully
     empowered to consider such transaction, and approved by the
     holders of a majority of the shares of common stock of the
     Company held by disinterested stockholders;

   * Edward S. Lampert and Kunal S. Kamlani will not participate
     on behalf of the Company (as officer or director) in any
     discussions, deliberations, negotiations, or decisions with
     respect to a potential transaction in which ESL participates
     as a buyer, except to the extent specifically requested by
     that committee; and

   * It would accept that any transaction in which ESL
     participates as a buyer would be subject to a "go shop"
     process on reasonable terms.

The letter from ESL will be reviewed and considered by a committee
of independent directors of the Company's Board.  There can be no
assurance that this letter will result in a transaction or on what
terms any transaction may occur.  The Company does not intend to
comment further unless and until it determines that additional
disclosure is appropriate.

The full text of the letter appears below:

Board of Directors
Sears Holdings Corporation
3333 Beverly Road

Hoffman Estates, Illinois 60179

Ladies and Gentlemen,

Funds affiliated with ESL Investments are the largest stockholders
of, and substantial lenders to, Sears Holding Corporation
("Sears").  We continue to see value in Sears and its underlying
assets and believe strongly that with an appropriate runway Sears
will be able to complete its transformation to respond to the
challenging retail environment.  We also are of the view that the
portfolio of Sears' assets has substantial value that is not being
reflected in the capital markets or being maximized under the
current organizational structure.  These assets include the Kenmore
brand and related assets ("Kenmore"), the Home Improvement business
of the Sears Home Services division ("SHIP"), and the Parts Direct
business of the Sears Home Services division ("Parts Direct").

We understand that Sears has marketed certain of these assets for
nearly two years but, with the exception of the Craftsman
divestiture, has been unable to reach agreement with potential
purchasers on acceptable terms.  We are writing to confirm the view
that we have recently expressed to you that Sears should
aggressively pursue a divestiture of all or a portion of Kenmore,
SHIP and Parts Direct and to express ESL's interest in
participating in such divestitures.  In our view, pursuing these
divestitures now will demonstrate the value of Sears' portfolio of
assets, will provide an important source of liquidity to Sears and
could avoid any deterioration in the value of such assets.  In
particular:

   * ESL believes that Kenmore is an iconic brand with substantial
     value and Sears should aggressively pursue a divestiture of
     all, or a portion of, Kenmore in the near term.  If Sears
     believes it would be helpful, ESL would be prepared to submit
     a proposal for such a transaction and believes it would be
     able to close such a transaction within 90 days.

    * ESL is pleased to submit a non-binding indication of
      interest to acquire SHIP and Parts Direct on the terms set
      forth below.

Additionally, if requested by the Sears Board of Directors, ESL
also would be open to making an offer for Sears' real estate
(including the assumption of the $1.2 billion of debt obligations
secured by such real estate), with the expectation of entering into
an ongoing master lease for some or all of the stores to allow for
their continued operation.

ESL would like to emphasize that its principal interest is seeing
that the Kenmore, SHIP and Parts Direct businesses are divested in
the near term at a full and fair value, regardless of whether ESL
or a third party is the ultimate buyer, so that Sears is able to
improve its debt profile and liquidity position.  As a result, to
ensure a fair process, ESL hereby confirms that:

   * Edward S. Lampert and Kunal S. Kamlani will not participate
     on behalf of Sears (as officer or director) in any
     discussions, deliberations, negotiations or decisions with
     respect to a potential transaction in which ESL participates
     as a buyer, except to the extent specifically requested by
     the committee referred to below.

    * ESL will not participate in any such transaction as a buyer
      unless such transaction is both (i) recommended by the
      related party transaction committee (or another committee of
      independent directors) of the Sears Board of Directors,
      which is fully empowered to consider such transaction, and
     (ii) approved by the holders of a majority of the shares of
      Sears held by disinterested stockholders.

    * ESL would accept that any transaction in which ESL
      participates as a buyer would be subject to a "go shop"
      process on reasonable terms.

We believe that adherence to the foregoing procedures will ensure
that any transaction with ESL will be on fair and reasonable
terms.

Key terms of our proposal to acquire SHIP and Parts Direct are set
out below:

   1. Valuation: We are interested in acquiring 100% of the equity

      of SHIP and Parts Direct based on an enterprise value of
      $500 million.  The purchase price would be paid in cash and
      SHIP and Parts Direct would be acquired on a debt-free and
      cash-free basis with normalized levels of working capital.

   2. Other Agreements: We would expect that Sears will enter into
      certain interim and long-term agreements with SHIP and Parts

      Direct to enable the continued operation of those businesses
      as they operate today.  These agreements would include
      transition services agreements with Sears for a period of
      time, a brand licensing agreement for SHIP and Parts Direct
      and other customary ancillary documents for a transaction of
      this type.  Our proposal is also subject to receiving the
      required consents to assign the supplier agreements to the
      buyer from the suppliers of each of SHIP and Parts Direct.

   3. Financing: The cash consideration for the transaction would
      be financed with equity contributions from ESL and third
      party debt financing.  At the appropriate time, we would
      also be open to discussing with you the possibility of
      partnering with third parties who might be interested in
      contributing equity financing.  We do not anticipate any
      financing condition, since we plan to have our financing
      fully committed at the time we sign a definitive agreement.

   4. Exchange and Tender Offers: The transaction would be
      undertaken in connection with (i) an exchange offer with
      respect to 50% of approximately $600 million in outstanding
      2nd lien indebtedness not secured by real estate for equity
      in Sears of equal value, and (ii) a tender offer for 100% of
      Sears' approximately $900 million in outstanding unsecured
      indebtedness at a discount to par reflective of the current
      trading prices or, alternatively, for Sears equity.  ESL
      believes that the exchange offer and the tender offer would
      be beneficial to the debt holders, by providing liquidity,
      to Sears, by reducing its debt obligations, and to equity
      holders, by reducing risk and giving Sears time to pursue
      value maximizing strategies.  Assuming the proceeds from the
      contemplated divestitures is sufficient to allow Sears to
      substantially reduce its overall leverage, ESL would
      consider participating in such exchange offer and tender
      offer.

   5. Timing and Advisors: We are prepared to move as quickly as
      possible to complete customary due diligence for a
      transaction of this nature and enter into definitive
      agreements.  We believe that an expedited process is in the
      best interest of all parties involved.  We have retained
      Moelis & Company as financial advisor and Cleary Gottlieb
      Steen & Hamilton LLP as legal counsel.  Please feel free to
      reach out to any of the below regarding this Proposal:

            Lawrence S. Chu
            Moelis & Company
            Managing Director
            Tel: (212) 883-4588
            Email: LC@moelis.com
    
               - and -

            Christopher E. Austin
            Benet O'Reilly
            Cleary Gottlieb Steen & Hamilton LLP
            Partner
            Tel: (212) 225-2434
            Email: CAustin@cgsh.com
                   BOReilly@cgsh.com

This letter reflects ESL's non-binding indication of interest.
Nothing in this letter should be considered to constitute or create
a binding obligation or commitment of ESL to proceed with, or
consummate, any transaction.  Any transaction among the parties
will be subject to, and qualified in its entirety by, the execution
and delivery of a mutually acceptable definitive agreement.

This proposal, including the exchange offer and tender offer and
any alternative transactions with third parties, are part of a
comprehensive solution to create a viable and healthy Sears, and
will allow Sears to reduce its debt, extend its maturity profile
and alleviate its liquidity challenges.

We are very enthusiastic about our ownership interest in Sears and
its future, and will remain so whether or not a transaction is
consummated.  We are available to discuss the foregoing at your
convenience.

Very truly yours,

ESL INVESTMENTS, INC.

/s/ Edward S. Lampert
Edward S. Lampert
Chairman and CEO

                     About Sears Holdings

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated
retailer focused on seamlessly connecting the digital and physical
shopping experiences to serve its members.  Sears Holdings is home
to Shop Your Way, a social shopping platform offering members
rewards for shopping at Sears and Kmart, as well as with other
retail partners across categories important to them.  The Company
operates through its subsidiaries, including Sears, Roebuck and Co.
and Kmart Corporation, with full-line and specialty retail stores
across the United States.

Sears Holdings reported a net loss of $383 million on $16.70
billion of total revenues for the year ended Feb. 3, 2018, compared
to a net loss of $2.22 billion on $22.13 billion of total revenues
for the year ended Jan. 28, 2017.  As of Feb. 3, 2018, Sears
Holdings had $7.26 billion in total assets, $10.98 billion in total
liabilities and a total deficit of $3.72 billion.

                          *     *     *

As reported by the TCR on April 11, 2018, S&P Global Ratings raised
its corporate credit rating on Sears Holdings Corp. to 'CCC-' from
'SD' and its short-term corporate credit rating on Sears Roebuck
Acceptance Corp. to 'C' from 'SD'.  The outlook is negative.  S&P
said, "The upgrade reflects our view that Sears has addressed most
but not all of the 2018 maturities and will need to continue to
raise capital as well as make further progress on reducing cash use
and losses.

The TCR reported on March 26, 2018, that Fitch Ratings upgraded
Sears Long-Term IDR to 'CC' from 'RD', which Fitch believes is
reflective of the post-DDE credit profile given ongoing
restructuring concerns.

In January 2018, Moody's Investors Service downgraded Sears
Holdings Corp.'s Corporate Family Rating to 'Ca' from 'Caa3'.
Sears' 'Ca' rating reflects the company's announced pursuit of debt
exchanges to extend maturities and its sizable operating losses -
Domestic Adjusted EBITDA (as defined by Sears) was an estimated
loss of approximately $625 million for the LTM period ending Oct.
28, 2017.


SEARS HOLDINGS: ESL Partners Has 73.2% Stake as of April 23
-----------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, ESL Partners, L.P., et al., disclosed beneficial
ownership of shares of common stock of Sears Holdings Corp. as of
April 23, 2018:

                                    Shares     Percentage
                                Beneficially      of
  Reporting Person                  Owned        Shares
  ----------------              ------------   ----------
ESL Partners, L.P.               150,697,238      73.2%
JPP II, LLC                       60,000,000      35.7%
SPE I Partners, LP                   150,124       0.1%
SPE Master I, LP                     193,341       0.2%
RBS Partners, L.P.               151,040,703      73.4%
ESL Investments, Inc.            151,040,703      73.4%
JPP, LLC                          41,186,800      27.6%
Edward S. Lampert                151,040,703      73.4%    

On April 20, 2018, certain of the Reporting Persons delivered a
letter to the Board of Directors of Holdings pursuant to which
those Reporting Persons proposed that the Board consider a
divesture by Holdings of all or a portion of (i) its rights to the
Kenmore brand name and other related assets, (ii) the Home
Improvement Business of the Sears Home Services Division and (iii)
the Parts Direct business of the Sears Home Services division.  The
Proposal also included a non-binding indication of interest of
those Reporting Persons to acquire SHIP and Parts Direct for $500
million.  The Proposal indicates that such transaction would be
undertaken in connection with (a) an exchange offer with respect to
50% of approximately $600 million in outstanding 2nd lien
indebtedness not secured by real estate for equity of Holdings of
equal value and (b) a tender offer for 100% of Holdings'
approximately $900 million in outstanding unsecured indebtedness at
a discount to par. The Proposal indicates that those Reporting
Persons would consider participating in such exchange offer and
tender offer, assuming the proceeds of the proposed divestures are
sufficient to allow Holdings to substantially reduce its overall
leverage. The Proposal also notes that, if Holdings believed it
would be helpful, those Reporting Persons would be prepared to
submit a proposal for the acquisition of all or a portion of
Kenmore.

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

                       https://is.gd/XJlvnL

                       About Sears Holdings

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated
retailer focused on seamlessly connecting the digital and physical
shopping experiences to serve its members.  Sears Holdings is home
to Shop Your Way, a social shopping platform offering members
rewards for shopping at Sears and Kmart, as well as with other
retail partners across categories important to them.  The Company
operates through its subsidiaries, including Sears, Roebuck and Co.
and Kmart Corporation, with full-line and specialty retail stores
across the United States.

Sears Holdings reported a net loss of $383 million on $16.70
billion of total revenues for the year ended Feb. 3, 2018, compared
to a net loss of $2.22 billion on $22.13 billion of total revenues
for the year ended Jan. 28, 2017.  As of Feb. 3, 2018, Sears
Holdings had $7.26 billion in total assets, $10.98 billion in total
liabilities and a total deficit of $3.72 billion.

                          *     *     *

As reported by the TCR on April 11, 2018, S&P Global Ratings raised
its corporate credit rating on Sears Holdings Corp. to 'CCC-' from
'SD' and its short-term corporate credit rating on Sears Roebuck
Acceptance Corp. to 'C' from 'SD'.  The outlook is negative.  S&P
said, "The upgrade reflects our view that Sears has addressed most
but not all of the 2018 maturities and will need to continue to
raise capital as well as make further progress on reducing cash use
and losses.

The TCR reported on March 26, 2018, that Fitch Ratings upgraded
Sears Long-Term IDR to 'CC' from 'RD', which Fitch believes is
reflective of the post-DDE credit profile given ongoing
restructuring concerns.

In January 2018, Moody's Investors Service downgraded Sears
Holdings Corp.'s Corporate Family Rating to 'Ca' from 'Caa3'.
Sears' 'Ca' rating reflects the company's announced pursuit of debt
exchanges to extend maturities and its sizable operating losses -
Domestic Adjusted EBITDA (as defined by Sears) was an estimated
loss of approximately $625 million for the LTM period ending Oct.
28, 2017.


SEVEN TOWER: Taps Hangley Aronchick as Special Counsel
------------------------------------------------------
Seven Tower Bridge Associates, LP, seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to hire
Hangley Aronchick Segal Pudlin & Schiller, P.C. as special
counsel.

The firm will provide legal advice to the Debtor on matters related
to real estate.

Within 90 days before the Petition Date, the Debtor paid Hangley
$32,152 for pre-bankruptcy services.  A principal of the Debtor
also paid $64,600 during the 90-day period before the Petition
Date.

David Scolnic, Esq., a shareholder of Hangley, disclosed in a court
filing that he and his firm do not represent or hold any interests
adverse to the Debtor's estate.

The firm can be reached through:

     David M. Scolnic, Esq.
     Hangley Aronchick Segal Pudlin & Schiller
     One Logan Square, 27th Floor
     Philadelphia, PA 19103
     Phone: 215.496.7046 / 215.568.6200
     Email: dscolnic@hangley.com

                About Seven Tower Bridge Associates

Seven Tower Bridge Associates listed its business as a single asset
real estate (as defined in 11 U.S.C. Section 101(51B)) whose
principal assets are located at 110 Washington Street Conshohocken,
Pennsylvania.

Seven Tower Bridge Associates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-11903) on March
22, 2018.  In the petition signed by Donald W. Pulver, president of
Seven Oliver Tower Corp., the Debtor estimated assets and
liabilities of $10 million to $50 million.  

Judge Jean K. FitzSimon presides over the case.  The Debtor hired
Ciardi Ciardi & Astin, PC, as its bankruptcy counsel.


SHREE SWAMINARAYAN: Solicitation Period Extended By 60 Days
-----------------------------------------------------------
The Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey has extended by 60 days the exclusive period
for Shree Swaminarayan Satsang Mandal, Inc., to obtain acceptances
of the Debtor's plan of reorganization.

The Debtor's exclusive period to file a plan is also extended to
March 31, 2018.

No further extensions will be permitted.

A copy of the court order is available at:

            http://bankrupt.com/misc/njb17-34558-90.pdf

As reported by the Troubled Company Reporter on Jan. 30, 2018, the
Debtor asked the Bankruptcy Court to extend the exclusivity period
for the Debtor to file of a plan of reorganization by 90 days to
April 22, 2018, saying that it was planning to attend a mediation
with its largest creditor at the suggestion of the Court.  However,
the earliest the mediation was likely to occur is late February.  

                    About Shree Swaminarayan
                         Satsang Mandal

Shree Swaminarayan Satsang Mandal Inc. filed a Chapter 11 petition
(Bankr. E.D. Tex. Case No. 17-42100) on Sept. 26, 2017.  At the
time of filing, the Debtor estimated less than $1 million both in
assets and liabilities.

On Dec. 6, 2017, the case was transferred to the U.S. Bankruptcy
Court for the District of New Jersey and was assigned a new case
number (Case No. 17-34558). Judge Michael B. Kaplan presides over
the case.

The Debtor tapped Andrew J. Kelly, Esq., at The Kelly Firm, P.C.,
and Joyce W. Lindauer, Esq., and Sarah M. Cox, Esq., at Joyce W.
Lindauer Attorney, PLC, as counsel.

The Official Committee of Unsecured Creditors formed in the case
retained Fox Rothschild LLP, as attorney.


SKYPATROL LLC: May File Plan of Reorganization Until July 11
------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida, at the behest of Skypatrol, LLC, has
extended for 90 days the exclusivity period for the Debtor to file
a plan of reorganization, as well as the exclusivity period for the
Debtor to solicit acceptances to its plan of reorganization through
and including July 11, 2018 and September 9, 2018, respectively.

The Troubled Company Reporter has previously reported that the
Debtor requested for exclusivity extension because the Debtor
required additional time to, inter alia, review and resolve certain
claims. More specifically, since filing its petition, the Debtor
related that it has actively engaged in discussions, including
cooperatively exchanging documents and information, with certain
creditors in an effort to amicably resolve certain disputed claims.


Given the status and progress of ongoing discussions, the Debtor
believed that further negotiations will yield a resolution of the
disputed claims and a Plan of Reorganization with promise of
probable success. Further, aside from the Debtor's efforts to
resolve certain disputed claims, the deadline for all creditors to
file proof of claims in this matter is April 23, 2018, which is
after the current Plan Exclusivity Period, and a complete analysis
of all proof of claims filed is necessary for purposes of
structuring its plan of reorganization.

                        About Skypatrol

Skypatrol, LLC -- https://www.skypatrol.com/ -- provides integrated
Global Positioning System (GPS) tracking solutions serving many
markets including vehicle finance, fleet management, mobile asset
tracking, automobile dealerships, outdoor sports and motor sports.
Skypatrol has built innovative GPS tracking and fleet management
software tools uniquely combined with its proprietary GPS hardware
and software to help businesses monitor, protect and optimize
mobile assets in an increasingly machine-to-machine world.
Skypatrol systems operate on a wide variety of platforms including
Global System for Mobiles (GSM) and Code Division Multiple Access
(CMDA) cellular networks and dual mode Iridium satellite devices.
The Company was established in 2002 and is based in Miami,
Florida.

Skypatrol filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-24842) on Dec. 13, 2017.  In the petition signed by CEO Robert
D. Rubin, the Debtor disclosed $3.63 million in total assets and
$7.39 million in total liabilities.

The case is assigned to Judge Robert A. Mark.

The Debtor's bankruptcy attorney is Joel L. Tabas, Esq., at Tabas &
Soloff, P.A.  The Debtor tapped the Law Offices of Robert P.
Frankel, P.A., as special litigation counsel.

The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Feb. 20, 2018.  The Committee tapped
Perlman, Bajandas, Yevoli & Albright, P.L., as its legal counsel.


SPRINGS BUILDING: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Debtor: The Springs Building, LLC
        319 E. Warm Springs Road, Ste. 100
        Las Vegas, NV 89119

Type of Business: The Springs Building, LLC is a privately
                  held company whose principal assets are
                  located at 40588 Ironwood Drive, Big Bear Lake,
                  CA 92315 808 5th Street, Boulder City, NV 89005.

Chapter 11 Petition Date: April 25, 2018

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

Case No.: 18-12320

Judge: Hon. Laurel E. Babero

Debtor's Counsel: Stan H. Johnson, Esq.
                  COHEN JOHNSON PARKER EDWARDS
                  375 E. Warm Springs Road, Ste. 104
                  Las Vegas, NV 89119
                  Tel: (702) 823-3500
                  Fax: (702) 823-3400
                  E-mail: sjohnson@cohenjohnson.com
                          calendar@cohenjohnson.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ronald J. Robinson, managing member, as
Trustee of The Scotsman Trust.

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

                   http://bankrupt.com/misc/nvb18-12320.pdf


STARSHINE ACADEMY: DOJ Watchdog to Appoint Chapter 11 Trustee
-------------------------------------------------------------
Judge Scott H. Gan of the U.S. Bankruptcy Court for the District of
Arizona has entered an order directing the U.S. Trustee to appoint
a Chapter 11 Trustee in the bankruptcy case of Starshine Academy,
d/b/a Starshine Academy Schools.

                     About Starshine Academy

Starshine Academy, d/b/a Starshine Academy Schools, filed a Chapter
11 bankruptcy petition (Bankr. D. Ariz. Case No. 16-01803) on Feb.
26, 2016.  In the petition signed by Patricia A. McCarty, the
president, the Debtor estimated both assets and liabilities in the
range of $10 million to $50 million.   

Judge Scott H. Gan is assigned to the case.

Carmichael & Powell, P.C., is the Debtor's counsel.  

Dina L. Anderson has been appointed as the Chapter 11 trustee.  The
Trustee tapped her own firm Gutilla Murphy Anderson as counsel.
The Trustee is an "Of Counsel" at the firm.


STEWART MCCRAY: Child Custody Ruling in Favor of Ex-Wife Affirmed
-----------------------------------------------------------------
In the suit for divorce and child custody captioned IN THE INTEREST
OF C.F.M. AND B.C.M., CHILDREN, No. 05-16-00285-CV (Tex. App.),
appellant Stewart McCray appeals the trial court's judgment in
favor of the mother Nikki Slaughter McCray. After the jury trial,
the court appointed the mother sole managing conservator and the
appellant possessory conservator of the children, C.F.M. and B.C.M.
The appellant brings five issues on appeal contending the trial
court erred by (1) excluding the testimony of appellant's treating
psychologist; (2) admitting evidence of appellant's prior
misconduct and criminal allegations made against him; (3) admitting
judicial orders that usurped the jury's role on the issues of
custody, characterization of property, and fraud; (4) excluding the
plan of reorganization presented by the mother and the bankruptcy
trustee in appellant's bankruptcy case when the plan contained
statements about the characterization of marital property; and (5)
permitting the amicus attorney to testify.

The Court of Appeals of Texas, Fifth District overrules the
appellant's issues and affirms the trial court's judgment.

Appellant argues on appeal that all of the evidence was character
evidence that was inadmissible under Rule of Evidence 404(b). This
evidence may be admissible for another purpose, such as proving
motive, opportunity, intent, preparation, plan, knowledge,
identity, absence of mistake, or lack of accident."  The list of
subjects for which evidence of crimes or other bad acts may be
admissible is not exclusive. In this case, the mother's position
was that appellant had a narcissistic personality disorder and
antisocial traits. The incidents of appellant's bad conduct were
evidence the mental-health expert witnesses used to support their
diagnoses. Appellant cites no authority showing the evidence of
appellant's bad acts was not admissible under Rule 404(b) for this
purpose.

Appellant also asserts the evidence of his prior bad acts was
inadmissible under Rules of Evidence 608 and 609. Rule 608 concerns
evidence of a witness's character for truthfulness or
untruthfulness. Rule 609 concerns use of a criminal conviction to
attack a witness's character for truthfulness. Appellant did not
object to the evidence of the prior bad acts under either of these
rules. Therefore, he has not preserved any error.

The Court concludes Appellant has not shown the trial court abused
its discretion by admitting the said evidence.

Appellant also contends the trial court erred by admitting into
evidence its orders containing findings by the court because the
orders with the findings constituted testimony by the trial judge
that usurped the jury's role on the issues of conservatorship,
property characterization, and fraud. Appellant argues the
admission into evidence of the trial court's orders containing fact
findings on these areas violated rule 605.

The Court concludes the trial court's findings of fact in the
orders are not judicial testimony. Appellant did not object at
trial or argue on appeal that the findings were inadmissible
comments on the weight of the evidence. Therefore, any error from
the findings being comments on the weight of the evidence was not
preserved and is not presented for review on appeal. The Court
concludes the admission of the orders did not violate rule 605.

Appellant further contends the trial court abused its discretion by
excluding the Fourth Amended Plan of Reorganization from Father's
bankruptcy proceeding. Appellant, however, did not submit a plan of
reorganization in the bankruptcy proceeding. Instead, the mother
and the bankruptcy trustee filed the plan.

On appeal, appellant argues the trial court abused its discretion
by excluding the plan because (1) it was an admission by a party
opponent and (2) the mother opened the door to the evidence.
Concerning the first argument on appeal, that the plan was an
admission, appellant did not present this argument in the trial
court. Because his argument on appeal that the plan is an admission
by the mother does not comport with his assertion at trial that the
plan shows mother's state of mind and mother opened the door to the
evidence, the argument is not preserved for appellate review.

The Court concludes the trial court did not err by excluding from
the evidence the Fourth Amended Plan of Reorganization.

Having considered the appellant's other issues, the Court affirms
the trial court's judgment. The Court orders that appellee Nikki
Slaughter McCray recover her costs of this appeal from appellant
Stewart Phillip McCray.

A full-text copy of the Court's Memorandum Opinion dated April 9,
2018 is available at https://bit.ly/2HgkGOS from Leagle.com.

John Christopher Nickelson, Diana S. Friedman, for Nikki Slaughter
McCray, Appellee.

Ricardo Lazaro Ramos, Alan Brandt Daughtry --
alan@alandaughtrylaw.com -- for Stewart McCray, Appellant.

Stewart McCray filed for chapter 11 bankruptcy protection (Bankr.
N.D. Tex. Case No. 12-37865) on Dec. 14, 2012.


SUNBURST FARMS: Trustee Necessary to Pursue Assets Liquidation
--------------------------------------------------------------
Samuel K. Crocker, U.S. Trustee for the District of Kansas,
requests in the U.S. Bankruptcy Court for the District of Kansas to
dismiss or, in the alternative, to appoint a Chapter 11 trustee in
the case of Sunburst Farms Partnership.

The U.S. Trustee contends that Sunburst Farms is managed by its
general partner Western Plains Funds, Inc., whose president is
Carol Bloesser. No one other than Bloesser purports to have a
managing role with Sunburst Farms. The partnership's primary assets
comprise about $3.8 million in crops, machinery, and equipment.

The U.S. Trustee relates that at the meeting of creditors, Bloesser
testified that Sunburst Farms had no plan to reorganize but instead
would pursue liquidation by selling all of its assets at auction.
She emphasized that her intention was "that all creditors be paid
in full."

The U.S. Trustee further relates that an auction of farm equipment
did take place on December 13, 2017. But rather than selling all of
its equipment, Sunburst Farms put up only 33 pieces of equipment --
less than a third of what it owns. Those 33 items sold for a total
of $1,084,250. The lion's share of that sum, about $700,000,
represented bids from two individuals: (a) Lance Steele, son of
Larry Steele, Sunburst's farm operator and Bloesser's personal
friend, who also provided the referral for the auctioneer that
Sunburst employed; and (b) Kelley Morris, an auto mechanic from
Colorado who is an acquaintance of Larry Steele.

The U.S. Trustee asserts, however, that neither Kelley Morris nor
Lance Steele – who for years has already been indebted to
Sunburst Farms for personal loans that Bloesser has extended
indefinitely -- have paid for their putative purchases. Despite
inquiries from the auctioneer and Sunburst Farms' own attorneys,
Bloesser has neither opened up sales to the second-highest bidders
nor attempted to sell the unlisted items. In the meantime, a
substantial amount of harvested wheat sits in storage.

Moreover, the U.S. Trustee notes that at her Rule 2004 examination
on February 21, 2018, Bloesser testified that she has no intention
of auctioning the other equipment because she is hoping for funds
and will use the rest of the machinery for collateral.

Thus, the U.S. Trustee asserts that by abandoning its intent to
liquidate all of its equipment and crops, Sunburst Farms failed to
honor its fiduciary duties and its representations to creditors and
to the Court demonstrate cause to dismiss the case entirely. In the
alternative, the U.S. Trustee requests that the Court authorize the
appointment of a trustee to ameliorate the damage caused by the
debtor-in-possession's mismanagement and to preserve the interests
of creditors and the estate.

                      About Sunburst Farms

Sunburst Farms Partnership is engaged in wheat and feed sorghum
production.  The principal place of business of Sunburst Farms is
116 W Greeley, Tribune, Kansas 67879.

Sunburst Farms filed for Chapter 11 bankruptcy protection (Bankr.
D. Kan. Case No. 17-11389) on July 19, 2017, disclosing $4.29
million in total assets and $6.60 million in total liabilities.
The petition was signed by Carol Bloesser, president of Western
Plains, the Debtor's general partner.

Judge Robert E. Nugent presides over the case.

David P. Eron, Esq., at Eron Law, P.A., serves as the Debtor's
bankruptcy counsel. K.Coe Isom, LLC, is the Debtor's accountant.

An official committee of unsecured creditors has been appointed in
the Chapter 11 case of Sunburst Farms Partnership.  The Committee
retained Arst & Arst, PA as counsel.


TAG MOBILE: Wants Prepaid Wireless Appointed as Committee Member
----------------------------------------------------------------
TAG Mobile, LLC, has filed a motion with the U.S. Bankruptcy Court
for the Northern District of Texas to appoint Prepaid Wireless
Wholesale, LLC, to the official committee of unsecured creditors.

In its motion, TAG Mobile said the appointment of Prepaid Wireless,
the company's "largest undisputed" unsecured creditor, will provide
"adequate representation of creditors."

The committee is currently composed of SSB Trading Inc., which
initiated the filing of an involuntary Chapter 7 proceeding against
TAG Mobile, and two other creditors Semotic Concepts Limited Co.,
and DN & Associates.  

TAG Mobile said the interests of SSB and Semotic are "adverse to
the interest of the general unsecured creditors" as the two have
been actively seeking to place the company into a Chapter 7
proceeding.

                        About TAG Mobile

Founded in 2010, Tag Mobile, LLC's line of business includes
providing two-way radiotelephone communication services such as
cellular telephone services.

On Feb. 2, 2018, the U.S. Bankruptcy Court for the Northern
District of Texas issued an order converting Tag Mobile's case from
Chapter 7 to Chapter 11 (Bankr. N.D. Tex. Case No. 17-33791).

Judge Stacey G. Jernigan presides over the case.  

The Debtor hired Eric A. Liepins, P.C. as its bankruptcy counsel,
and The Gibson Law Group as its special counsel.


THORCO INC: Seeks May 24 Plan Exclusivity Period Extension
----------------------------------------------------------
Thorco, Inc. requests the U.S. Bankruptcy Court for the District of
Montana to extend the time within which the Debtor may file a
Chapter 11 Plan by 30 days to May 24, 2018.

The Debtor tells the Court that it has been in ongoing discussions
with Creditor, Whitefish Credit Union, and the Office of the U.S.
Trustee, which may result in the voluntary dismissal of its Chapter
11 case.

                        About Thorco Inc

Thorco Inc is classified under heavy & civil engineering
construction and has been in business for more than 10 years.
Thorco Inc is a privately held company located in Kalispell,
Montana.  The company previously sought bankruptcy protection on
May 27, 2014 (Bankr. D. Mont. Case No. 14-60633).

Thorco, Inc. filed a Chapter 11 petition (Bankr. D. Mont. Case No.
17-61219) on December 27, 2017.  In the petition signed by Dennis
Thornton, president, the Debtor estimated at least $50,000 in
assets and $1 million to $10 million in liabilities.  Judge
Benjamin P. Hursh is the Debtor's counsel.  Jon R. Binney, Esq. of
Binney Law Firm, PC, is the Debtor's counsel.


TIMBER RIDGE: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: Timber Ridge, Inc.
        759 Timber Ridge Camp Road
        High View, WV 26808

Business Description: Timber Ridge, Inc. owns in fee simple
                      a real property located at 759 Timber
                      Ridge Camp Road, High View, WV 26808
                      having an appraised value of $2.12 million.

Chapter 11 Petition Date: April 25, 2018

Case No.: 18-00380

Court: United States Bankruptcy Court
       Northern District of West Virginia (Martinsburg)

Debtor's Counsel: Arch W. Riley, Jr., Esq.
                  BERNSTEIN-BURKLEY, P.C.
                  Hare Building
                  48 - 14th Street, Suite 301
                  PO Box 430
                  Wheeling, WV 26003-0009
                  Tel: 304.215.1177
                  Fax: 412.456.8135
                  E-mail: ariley@bernsteinlaw.com

Total Assets: $2.12 million

Total Liabilities: $2.95 million

The petition was signed by Frederick Greenberg, president.

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

           http://bankrupt.com/misc/wvnb18-00380.pdf


TIMOTHY BINKLEY: Order Awarding $9K to Raineys Upheld
-----------------------------------------------------
Appellants in the case captioned PHILIP RAINEY and SARAH RAINEY,
Appellants, v. TIMOTHY D. BINKLEY and PENNY LEWIS BINKLEY,
Appellees, No. 3:16-cv-03293 (M.D. Tenn.) appeal the final
Bankruptcy Court's Dec. 15, 2016 "Order Resolving Objections to
Claim Numbers 3 and 4 and Determining Amount of Allowed Claim of
Phillip and Sarah Rainey."  In the Order, the Bankruptcy Court
determined Appellants held an allowable claim against Appellees in
the amount of $9,075, based on the Appellants' claim for negligent
misrepresentation. The claims of intentional misrepresentation,
fraudulent concealment, and breach of contract were disallowed.

Appellants argue the Bankruptcy Court committed clear error when it
found only negligent misrepresentation. Appellants allege the
evidence established intentional misrepresentation, fraudulent
concealment, and breach of contract. District Judge William L.
Campbell, Jr. affirms the Bankruptcy Court's order.

Appellants challenge the Bankruptcy Court's finding that Appellees
did not make intentional misrepresentations. Specifically,
Appellants argue the evidence supported the conclusion that
Appellees intentionally made false representations about prior
water intrusion on the Disclosure Statement. Appellees argue facts
presented to the Bankruptcy Court show only negligent
misrepresentation.

When asserting a claim for intentional misrepresentation, a
plaintiff must prove by a preponderance of the evidence the
following elements:

   (1) The defendant made a representation of an existing or past
fact;

   (2) that the representation was false when it was made;

   (3) that the representation involved a material fact;

   (4) defendant made the representation recklessly, with knowledge
that it was false, or without belief that the representation was
true;

   (5) that the Plaintiff reasonably relied on the representation;
and

   (6) that they were damaged by relying on the representation.

Based on the facts presented during trial, the Bankruptcy Court
found Appellants failed to prove intent by a preponderance of the
evidence. Testimony shows Appellees did not intentionally withhold
information about the water damage and drainage issues with the
property, but instead forgot to follow up on the questions in the
Disclosure Statement. Accordingly, the Bankruptcy Court's holding
is supported by the evidence presented and was not clearly
erroneous.

Appellants also challenge the Bankruptcy Court's findings that
Appellees did not breach the Purchase and Sale Contract (the
"Contract") through misrepresentations on the Disclosure Statement.
Specifically, Appellants argue the Disclosure Statement was
incorporated into the Contract under T.C.A section66-5-203, and
because of misrepresentations on the Disclosure Statement, the
Contract was breached.

Tennessee courts established the following elements for a breach of
contract: "1) the existence of an enforceable contract; (2)
nonperformance amounting to a breach of the contract, and (3)
damages caused by the breach of the contract." The parties do not
dispute the existence of a contract. Appellants assert Appellees
failed to perform by providing misrepresentations, an act that
qualifies as nonperformance amounting to a breach of the contract.


Section 6 of the Contract references the Disclosure Statement, and
Section 18 states that all references are incorporated into the
Contract. However, the Bankruptcy Court did not commit clear error
by concluding that Appellees did not breach the Contract.

The Bankruptcy Court specifically credited Appellee Timothy
Binkley's testimony that he had no knowledge of the water damage or
drainage issue. The Bankruptcy Court found Appellees did not breach
the Contract because Appellees were only required to report known
defects. Because the Bankruptcy Court did not commit clear error in
finding there was no intentional misrepresentation or fraudulent
concealment, Appellees did not breach the Contract by disclosing
only the known defects in the property. Appellants breach of
contract claim was properly denied, thus they are not entitled to
attorney's fees.

The Bankruptcy Court's factual findings allowed Appellants' claim
of $9,075. The Bankruptcy Court calculated damages by taking the
price Appellants paid for the property and subtracting the amount
the property was worth at the time of foreclosure, resulting in
damages of $69,075. The Bankruptcy Court then reduced the damages
by $60,000 Appellants received in settlement from the insurance
company and other defendants, for a total claim of $9,075.
Appellants argue the Bankruptcy Court should have awarded punitive
damages.

The Court holds that the Bankruptcy Court applied the correct
standard for calculating damages, and punitive damages are not
available to Appellants because intentional or reckless conduct did
not occur. Appellees only acted negligently. Therefore, the
Bankruptcy Court did not commit clear error in refusing to award
punitive damages to Appellants.

After applying the relevant standard of review, the Bankruptcy
Court's findings on the issue of negligent misrepresentation,
intentional misrepresentation, fraudulent concealment, and breach
of contract comport with Tennessee law and were not in clear error.
The Bankruptcy Court correctly awarded damages of $9,075 for
negligent misrepresentation.

A full-text copy of the Court's Memorandum dated April 6, 2018 is
available at https://bit.ly/2HgpYK9 from Leagle.com.

Philip Rainey & Sarah Rainey, Appellants, represented by Mark T.
Freeman -- mark@freemanfuson.com -- Freeman & Fuson.

Timothy D. Binkley & Penny Lewis Binkley, Appellees, represented by
Joseph P. Rusnak -- jrusnak@tewlawfirm.com -- Tune, Entrekin &
White & Robert L. DeLaney, Tune, Entrekin & White, P.C.

U.S. Trustee, Interested Party, represented by Beth Roberts
Derrick, Office of the U. S. Trustee.

                    About The Binkleys

Timothy D. Binkley and Penny Lewis Binkley sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.
15-04144) on June 17, 2015.  The case is assigned to Judge Randal
S. Mashburn.  The Debtors are represented by Joseph P. Rusnak,
Esq., at Tune, Entrekin & White, P.C., in Nashville, Tennessee.


TSC/JMJ SNOWDEN: May 10 Plan Confirmation Hearing Set
-----------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland has conditionally approved the disclosure
statement explaining TCJ/JMJ Snowden River South, LLC's Chapter 11
plan of reorganization and scheduled the hearing on final approval
of the Disclosure Statement (if a written objection has been timely
filed) and for hearing on confirmation of the Plan for May 10,
2018, at 10:30 a.m.

Class 6 - General Unsecured Creditors are not impaired under the
Plan.  After all holders of Allowed Administrative Expense Claims
and Allowed Class 1, 2, 4, and 5 Claims have been paid in full as
provided in the Plan, each holder of an Allowed Class 6 Claim will
be paid as follows: (i) in Cash in an amount equal to such Allowed
Class 6 Claim on the later of the Effective Date or thirty (30)
days after any such claim becomes an Allowed Unsecured Claim, or
(ii) upon such other less favorable terms as may be agreed to by
the holder of such Allowed Unsecured Claim and the Reorganized
Debtor.

Pursuant to the Plan, the Debtor will sell the Property to LeBlanc
Investment Partners, LLC, a Maryland limited liability company
pursuant to a Purchase and Sale Agreement dated January 17, 2018.
With the proceeds of sale and rental income from its operations,
the Debtor anticipates that it will have sufficient Available Cash
to pay in full all of its secured obligations and the allowed
Claims of non-insider creditors.

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

        http://bankrupt.com/misc/mdb17-24150-50.pdf

               About TSC/JMJ Snowden River South

TSC/JMJ Snowden River South, LLC, filed as a "single asset real
estate" whose principal assets are located at 9301, 9309 and 9315
Snowden River Parkway Columbia, Maryland.  TSC/JMJ Snowden is an
affiliate of College Park Investments, LLC, which sought bankruptcy
protection (Bankr. D. Md. Case No. 17-22678) on Sept. 22, 2017.

TSC/JMJ Snowden filed a Chapter 11 petition (Bankr. D. Md. Case No.
17-24150) on Oct. 23, 2017.  In the petition signed by Manager
Bruce S. Jaffe, the Debtor estimated assets and liabilities at $10
million to $50 million.  Judge Thomas J. Catliota presides over the
case.  Lawrence A. Katz, Esq., at Hirschler Fleischer, serves as
the Debtor's legal counsel.

The Office of the U.S. Trustee on Dec. 22 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of TSC/JMJ Snowden River South,
LLC.


U.S.A. DAWGS: Allowed to Use Cash Collateral through May 31
-----------------------------------------------------------
The Hon. Gary Spraker of the U.S. Bankruptcy Court for the District
of Nevada authorized U.S.A. Dawgs, Inc., to use cash collateral in
accordance with the approved budget through May 31, 2018.

The Court ordered that beginning April 2, 2018 and on a bi-weekly
basis thereafter, Debtor shall file a budget to actual report to
also include Debtor’s weekly account receivable balance and
inventory balance.

As adequate protection for Debtor’s use of cash collateral, the
Court said that the Debtor will continue to operate its business in
the ordinary course and GemCap Lending I, LLC, will obtain
replacement liens on any new inventory or accounts receivable
acquired after the Petition Date. Further, beginning April 1, 2018
and on the first business day of each month thereafter that Debtor
is authorized to utilize cash collateral, Debtor shall tender a
payment of $50,311.77 to GemCap.

As reported in the Troubled Company Reporter on Feb. 15, 2018, the
Debtor also requires the use of the cash collateral for working
capital and to obtain new inventory to generate additional accounts
receivable. Thus, the Debtor contended that without such authority
to use cash collateral, it will be forced to cease its operations,
thereby eliminating its ability to reorganize.

Pre-petition, the Debtor entered into a revolving loan agreement
with GemCap Lending I, LLC, GemCap provided a Revolving Loan
Commitment to Debtor of up to $2 million, later amended up to $7.5
Million, and thereafter decreased to the amount of $5.5 million. As
of the Petition Date, GemCap contends the outstanding balance of
the Loan is approximately $3,895,000, which Loan is secured by
Debtor's inventory, accounts receivables, certain intellectual
property, and certain commercial tort claims.

In addition to its intellectual property, the Debtor's inventory is
valued at $6,000,000 at cost and in excess of $25,000,000 when
properly sold, and its accounts receivable total $450,000, which
amounts Debtor anticipates are collectible. GemCap contends that
all of these asserts serve as its collateral.

Thus, the value of GemCap's Collateral far exceeds GemCap's claim
as of the Petition Date. Even without taking into consideration the
intellectual property, GemCap has an over $3 million equity cushion
(valuing inventory at cost) and over $20 million equity cushion
(valuing inventory at going concern). Further, as to the
intellectual property and Crocs Litigation, the Debtor claims that
the Collateral will not diminish in value.

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

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

                      About U.S.A. Dawgs

U.S.A. Dawgs Inc. -- https://www.usadawgs.com/ -- designs,
manufactures, and distributes footwear.  The company offers slip
resistant, casual working, safety, golf, spirit, and toning shoes;
sandals, flip flops, bendables, clogs, and Aussie style and cow
suede boots; and socks for men, women, boys, girls, and babies.
The company was founded in 2006 and is based in Las Vegas, Nevada.

U.S.A. Dawgs, Inc., filed a voluntary Chapter 11 petition (Bankr.
D. Nev. Case No. 18-10453) on Jan. 31, 2018.  In the petition
signed by Steven Mann, president and CEO, the Debtor estimated $10
million to $50 million in assets and $1 million to $10 million
liabilities.  The case is assigned to Judge Laurel E. Davis. The
Debtor is represented by Talitha B. Gray Kozlowski, Esq. and Teresa
M. Pilatowicz, Esq. of Garman Turner Gordon, LLP.


VASARI LLC: Taps Thomas B. Cahill as Real Estate Professional
-------------------------------------------------------------
Vasari, LLC, seeks approval from the U.S. Bankruptcy Court for the
Northern District of Texas to hire a real estate professional.

The Debtor proposes to employ Thomas B. Cahill Attorney at Law,
P.C. to review, negotiate and execute real estate documents
including leases, sale agreements and various other documents
related to real estate transactions.

The firm's hourly rates are:

         Partner       $220
         Associate     $130
         Paralegal     $110

Thomas Cahill, Esq., a partner at Cahill and the attorney expected
to provide the services, charges an hourly fee of $220.  Maria
Frano, paralegal, charges $110 per hour.

The firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code, according to court filings.

Cahill can be reached through:

     Thomas B. Cahill, Esq.
     Thomas B. Cahill Attorney at Law, P.C.
     1155 S. Washington Street, Suite 106
     Naperville, IL 60540
     Phone: 630.917.8601
     E-mail: Tom@TBClaw.com

                       About Vasari, LLC

Fort Worth, Texas-based Vasari, LLC -- http://www.vasarillc.com/--
is a franchisee of the Dairy Queen restaurant with 70 locations in
Texas, Oklahoma, and New Mexico.  The Dairy Queen restaurants serve
a normal fast-food menu featuring burgers, French fries, salads and
grilled and crispy chicken in addition to frozen treats and hot
dogs.

Roundtable Corporation, Food Service Holdings, Ltd. ("FSH"), and
Concert Management, Ltd., Vasari's predecessors-in-interest to
several of the DQ locations, sought bankruptcy protection (Bankr.
E.D. Tex. Lead Case NO. 12-40510) in March 2012.  On June 28, 2012,
Vasari -- at the time owned by other individuals and entities
unrelated to the current owner -- acquired the assets of
Roundtable, et al., including 71 DQ franchises, in exchange for
$10,500,000.  After operating Vasari for approximately 18 months,
EMP Vasari Holding, LLC entered into a Membership Interests
Purchase Agreement dated December 2015, purchasing 100% of the
equity of Vasari from the prior owners. Since that date, Vasari
sold 4, closed 5, relocated 1, and opened 6 DQ stores.

Vasari, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 17-44346) on Oct. 30, 2017, with plans to close 29 locations.
The Debtor estimated assets and debt of $10 million to $50
million.

The Hon. Mark X. Mullin is the case judge.

Husch Blackwell LLP is the Debtor's counsel.  The Advantage Group
Enterprise, Inc., is the auctioneer.  Donlin, Recano & Company,
Inc., is the claims agent.  Mastodon Ventures, Inc., is the
financial advisor and investment banker.

On Nov. 9, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.  The Committee tapped
Gray Reed & McGraw LLP as its legal counsel, and Emerald Capital
Advisors Corp. as its financial advisor.


VIP RESORT: Seeks July 26 Exclusive Filing Period Extension
-----------------------------------------------------------
VIP Resort, LLC, seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to extend for an additional 90 days the
periods during which the Debtor has the exclusive right to file a
chapter 11 plan of reorganization and to solicit acceptances of a
plan through and including July 26, 2018 and September 26, 2018,
respectively.

Since the Petition Date, the key components of its progress
include, among others: (a) preparing schedules and statements of
financial affairs; (b) beginning to document and negotiate with the
creditors; (c) prosecuting and obtaining orders to use case
collateral, pay employees, assume and reject leases, and sell
equipment; (d) providing financial documents to key creditors; and
(e) developing an overall reorganization strategy litigation for
the business.

The Debtor seeks these extensions to avoid premature formulation of
a chapter 11 plan, and to ensure the plan that is eventually
formulated will take into account all the interest of the Debtor
and their creditors.

In order to successfully resolve this Chapter 11 Case, the Debtor
asserts that the true scope of its losses in the current market
must be determined and the payment of valid debts must be provided
on a basis that preserves the Debtor's strong core business
operations. Although great strides have been made since the
Petition Date, much remains to be done.

The Debtor is not seeking this extension to delay administration of
this Chapter 11 Case or to pressure its creditors to accept an
unsatisfactory plan of reorganization. On the contrary, by this
extension, the Debtor intends to facilitate an orderly, efficient
and cost-effective management of this Chapter 11 case in concert
with the resolution by the Court of several claims that have yet to
be resolved.

                        About VIP Resort

VIP Resort LLC, formerly A-VIP Pet Resort --
http://www.a-vippetresort.com/-- is a privately owned provider of
dog & cat boarding services.  It is located in the heart of Las
Vegas, just minutes from both McCarran International Airport and
the famous Las Vegas Strip.

VIP Resort sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-16841) on Dec. 27, 2017.  In the
petition signed by Kurt Williams, its managing member, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Laurel E. Davis presides over the case.  

Schwartz Flansburg PLLC is the Debtor's legal counsel.  J&L
Unlimited, LLC, is the Debtor's bookkeeper.


W&T OFFSHORE: Proposes to Sell $500 Million Worth of Securities
---------------------------------------------------------------
W&T Offshore, Inc., filed a Form S-3 registration statement with
the Securities and Exchange Commission relating to the planned sale
of debt securities, guarantees of debt securities, common stock,
preferred stock, depositary shares and securities warrants.  The
proposed maximum aggregate offering price of the Securities is
$500,000,000.

The $500,000,000 of securities registered includes $500,000,000 of
securities previously registered pursuant to Registration Statement
No. 333-202946, originally filed with the SEC on March 24, 2015,
and declared effective on April 24, 2015, that have not been issued
and sold by the Company.  In accordance with Rule 415(a)(6), the
offering of those securities on the Prior Registration Statement
will be deemed terminated as of the effective date of the recent
registration statement.

The debt securities and preferred stock may be convertible into
debt securities, preferred stock or common stock.  Any debt
securities the Company offers pursuant to this prospectus may be
fully and unconditionally guaranteed by certain of its
subsidiaries, including W & T Energy VI, LLC and W & T Energy VII,
LLC.

The Company will offer the securities in amounts, at prices and on
terms to be determined by market conditions at the time of the
offerings.  The securities may be offered separately or together in
any combination or as a separate series.

This prospectus also covers the offering for resale, from time to
time, in one or more offerings, of up to 45,395,013 shares of
common stock owned by the selling shareholder, Tracy W. Krohn.  Mr.
Krohn founded the company and acquired these shares of common stock
in a series of recapitalization transactions prior to its initial
public offering in 2005, in open market purchases and as
compensation for his services as its chairman, chief executive
officer and president.  Mr. Krohn may sell none, some or all of the
shares offered by this prospectus.  Sales may be at fixed prices,
which may be changed, at prices related to the prevailing market
prices at the time of sale or at negotiated prices.  Those sales
may occur in the open market, in negotiated transactions and in a
combination of these methods.  The Company will not receive any of
the proceeds from any sale of Mr. Krohn's shares covered by this
prospectus.

A full-text copy of the preliminary prospectus is available for
free at: https://is.gd/prFuVh

                     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 in 2017 compared
to a net loss of $249.02 million in 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.

                          *     *     *

In April 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.


WALTON EDGEMONT: Files for Creditor Protection Under CCAA
---------------------------------------------------------
Walton Edgemont Development Corporation on April 23, 2018,
disclosed that Ernst & Young Inc., the Court-appointed monitor of
the Corporation, has been granted enhanced powers over the
Corporation pursuant to an order (the "Order") granted by the Court
of Queen's Bench of Alberta (the "Court").

The Corporation, together with certain affiliates, voluntarily
filed and obtained creditor protection under the Companies'
Creditors Arrangement Act ("CCAA") pursuant to an initial order
granted by the Court on April 28, 2017 and undertook a court
supervised restructuring process.

On April 20, 2018, pursuant to the Order, the Monitor was granted
additional powers over the operations of the Corporation, including
but not limited to the power to: (i) preserve, protect and maintain
the property of the Corporation; (ii) operate and carry on the
business of the Corporation; (iii) enter into agreements, incur
obligations in the ordinary course, retain or terminate contracts
on behalf of the Corporation; and (iv) receive all monies and
accounts owed to the Corporation and make distributions and
payments as required under any court order.

The Corporation further announces that, concurrent with the
issuance of the Order, the directors and officers of the
Corporation have all resigned effective April 20, 2018.

A copy of the Order and additional information regarding the CCAA
proceedings and the Corporation is available on the Monitor's
website at http://www.ey.com/ca/wigi

For further information, contact: Ernst & Young Inc. in its
capacity as Monitor of Walton Edgemont Development Corporation and
not in its personal capacity at:

          Ernst & Young Inc.
          Court-appointed Monitor of
          Walton Edgemont Development Corporation
          2200, 215 2nd Street, SW
          Calgary, AB T2P 1M4
          Attention: Dylan Holwell
          Telephone: 403-206-5431
          Fax: 403-206-5075
          E-mail: dylan.holwell@ca.ey.com

Walton Edgemont Development Corporation engages in the acquisition
and development of real estate properties.  It develops an area of
approximately 201.5 acres located in Edgemont properties situated
in southwest Edmonton, Alberta.  The company was founded in 2011
and is based in Calgary, Canada.


WAVELAND RESORT: Court Denies 2nd Bid to Approve Plan Outline
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
has denied approval of the amended disclosure statement explaining
Waveland Resort Inn's plan, according to a notice filed with the
court docket.  The Court previously denied approval of the original
disclosure statement in 2017.

                About Waveland Resort Inn

Headquartered at Waveland, MS, Waveland Resort Inns, Inc., filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Miss. Case No. 17-50148) on Jan. 31, 2017.  The petition was
signed by William R. Lady, president.  The Debtor estimated $1
million to $10 million in assets and liabilities.  The case is
presided by Hon. Katharine M. Samson.  The Debtor is represented by
Matthew L. Pepper, Esq.


WEST 16TH STREET: Unsecureds to Get 50% Under 2nd Amended Plan
--------------------------------------------------------------
West 16th Street Owner LLC further amended the disclosure statement
explaining its Chapter 11 plan of liquidation to provide that the
tenants-in-common have agreed to permit a portion of the Sale
Proceeds to be distributed to the Debtor's creditors and interest
holders.

It is the Debtor's position that the proposed 363 sale of 100% of
the Property, including the TICs' 37% undivided interest in the
Property, is the only scenario that will provide for funds to be
available for distribution to interested parties, including the
TICs and that if the foreclosure by ATK proceeded to conclusion, no
funds would be available for either the TICs or the Debtor's
creditors and interest holders. Therefore, the Debtor believes that
the $4,000,000 payment to the TICs with a portion of the Sale
Proceeds being distributed to the Debtor's creditors and interest
holders is a fair and reasonable settlement of the allocation of
Sale Proceeds and is in the best interests of the Debtor's estate
and creditors. Moreover, this consensual allocation of Sale
Proceeds will enable the Debtor and the TICs to avoid what could be
protracted litigation.

As a result of this, holders of general unsecured claims are
expected to recoup 50% of their allowed claims.

A redlined version of the Second Amended Disclosure Statement is
available at:

         http://bankrupt.com/misc/nysb17-23496-55.pdf

                 About West 16th Street Owner

West 16th Street Owner LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-23496) on Sept.
28, 2017.  In the petition signed by Richard Cohn, its manager, the
Debtor disclosed $40 million in assets and $36.99 million in
liabilities.

West 16th Street Owner owns a building located at 125 West 16th
Street, New York, valued by the company at $40 million.  It listed
its business as a single asset real estate as defined in 11 U.S.C.
Section 101(51B).

Judge Robert D. Drain presides over the case.

The Debtor previously sought bankruptcy protection on March 6, 2015
(Bankr. S.D.N.Y. Case No. 15-10515).


WESTERN REFRIGERATED: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Western Refrigerated Freight Systems, Inc.
and Western Refrigerated Leasing, LLC as of April 23, according to
a court docket.

                    About Western Refrigerated

Western Refrigerated Freight Systems, Inc. --
http://www.westernrefrigerated.com-- is a less-than-truckload
carrier based in Tolleson, Arizona.  The company, with two central
locations in the southwestern United States, handles temperature
sensitive shipping and distribution needs throughout California,
Arizona and Nevada.  The company has been in business since 1989,
serving the Southwest for over 20 years.

Western Refrigerated Freight Systems and Western Refrigerated
Leasing, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Lead Case No. 18-01448) on Feb. 16, 2018.

In the petitions signed by Jeffrey M. Boley, president, WRF
estimated assets of less than $1 million and liabilities of $1
million to $10 million, and WRL estimated assets and liabilities of
less than $1 million

Judge Brenda K. Martin presides over the cases.

Allen Barnes & Jones, PLC, is the Debtor's counsel.


WESTPORT HOLDINGS: Taps Zorian Sperkacz as Special Counsel
----------------------------------------------------------
Westport Holdings Tampa, LP, seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to retain
Zorian Sperkacz, P.A., as special counsel.

The firm will continue to represent the Debtor in a case it filed
against Rockhill Insurance Company (Case No. 18-cv-00308).

Zorian Sperkacz will be employed on a contingency fee basis.  The
firm is entitled to 25% of any recovery regardless of amount after
filing suit.  In the event the court awards or the Debtor agrees to
pay an attorney's fee pursuant to statutory or contractual right,
the amount of the attorney's fee due under the contract will be the
greater of the statutory or contractual fee, or the
25% contingency fee.

Zorian Sperkacz, Esq., at Sperkacz, disclosed in a court filing
that the firm's attorneys do not represent any creditor or equity
security holder of the Debtor adverse or potentially adverse to its
estate.

The firm can be reached through:

     Zorian Sperkacz, P.A.
     12000 Biscayne Boulevard, Suite 415
     Miami, FL 33131
     Tel: (786) 360-2677
     Fax: (888) 939-1553
     Email: zorian@zorianlaw.com

                   About Westport Holdings Tampa

Westport Holdings Tampa, d/b/a University Village, is a care
retirement community in Tampa, Florida.  It offers residents
villas, apartments, an assisted living facility and a skilled
nursing care center for their end of life needs.

Westport Holdings Tampa, Limited Partnership and Westport Holdings
Tampa II, Limited Partnership filed Chapter 11 petitions (Bankr.
M.D. Fla. Case Nos. 16-8167 and 16-8168) on Sept. 22, 2016.

Scott A. Stichter, Esq., and Stephen R. Leslie, Esq., at Stichter
Riedel Blain & Postler, P.A., serve as the Debtors' bankruptcy
counsel.  Broad and Cassel is the special counsel for healthcare
and related litigation matters.

Jeffrey Warren was appointed as examiner in the Debtors' cases.  He
is represented by Bush Ross, P.A.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 11, 2016, and an official committee of
resident creditors on Dec. 29, 2016.  The resident committee is
represented by Jennis Law Firm.


WILLIAM ABRAHAM: Watchdog Seeks Approval of R. Ingalls as Trustee
-----------------------------------------------------------------
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 7, seeks
approval from the U.S. Bankruptcy Court for the Western District of
Texas of his appointment of Ronald Ingalls as trustee in the
bankruptcy case of William David Abraham pursuant to 11 U.S.C.
Section 1104.

Ronald Ingalls can be reached at:

         Ronald Ingalls
         P.O. Box 2867
         Fredericksburg, TX 78624-1927
         Phone: (832) 307-3244
         Email: ron@ingallstrustee.com

Ronald Ingalls will post a bond with a surety acceptable to the
U.S. Trustee, in the amount of $25,000 to protect the estate.

William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law.


WISEWEAR CORP: Heritage Global Appointed to Auction IP Assets
-------------------------------------------------------------
By Order of US Bankruptcy Court Case # 18-50403 - Chapter 11
Western District of Texas, Heritage Global Patents & Trademarks has
been appointed by the US Bankruptcy Court, Western District of
Texas to auction the Intellectual Property of WiseWear Corp.  The
Intellectual Property consists of WiseWear's "Smart Jewelry /
"Internet of Things" Patent Portfolio and associated Trademarks.
The Intellectual Property will be sold as one auction lot to the
highest bidder, subject to Bankruptcy Court confirmation.

The bid submission deadline is May 22, 2018.

WiseWear is a cutting-edge "Internet of Things" (IoT) company.
"The Internet of Things" is defined as: "the interconnection via
the Internet of computing devices embedded in everyday objects,
enabling them to send and receive data."

WiseWear specializes in the design, creation, and manufacturing of
smart, connected, and aesthetically-appealing "Internet of Things"
(IoT) products for consumer, military, and medical applications.
WiseWear's vision in developing its patents has been to make
"technology invisible" and achieves this by seamlessly integrating
its proprietary biosensing and wireless communication technologies
into everyday items.

The "Smart Jewelry" that was produced using WiseWear's patented
technology incorporated three functions:

   -- Safety Device - If the wearer felt they were in an unsafe
situation or needed emergency medical help they could tap the
bracelet and an alert would be sent with the wearer's GPS location
   -- Monitoring Wellness – Counting steps, etc.
   -- Notification Functions – Bracelet gently vibrates when
receiving a call from someone on your designated "VIP List".

Ross Dove, CEO of Heritage Global, remarked, "WiseWear's technology
is a perfect illustration of the "Internet of Things" and how it
seamlessly integrates such items as jewelry with the internet, and
does so in a manner that is beneficial to the health, wellness and
safety of the wearer.  This constitutes an extraordinary
application of technology at the intersection of jewelry, health,
consumer electronics and the internet."

WiseWear Founder and CEO Gerald Wilmink stated, "WiseWear's
proprietary technology allows transmission of radio frequency waves
such as Blue-Tooth and Wi-Fi through metal materials at distance.
This innovation meant metal objects could be made "Smart", and
therefore allowed the creation of aesthetically appealing "Smart
Jewelry" devoid of the requirement of plastic materials or
screens."

More information about the auction is available at:

     http://www.hgpauction.com/auctions/93792/wisewear/

                   About Wisewear Corp.

Wisewear Corp. -- https://wisewear.com -- specializes in the
design, creation, and manufacturing of smart, connected, and
beautiful internet of things (IoT) products for consumer, military,
and medical applications.  WiseWear "fuses fashion with threads of
technology" by seamlessly integrating proprietary biosensing and
wireless communication technologies into everyday items like
jewelry.  The Company's device connects to users' phone that
enables to receive real-time mobile notifications and updates on
users activity performance throughout the day.  The WiseWear
headquarters is located in the heart of the medical district in San
Antonio, Texas.

Wisewear Corp. sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 18-50403) on Feb. 28, 2018.  The case is assigned to Judge
Ronald B. King.  In the petition signed by Gerald Wilmink,
president/CEO, the Debtor estimated assets in the range of $500,000
to $1 million and $1 million to $10 million in debt.  

The Debtor tapped Ronald J. Smeberg, Esq., at The Smeberg Law Firm
as counsel.

The Court appointed Heritage Global Partners and WFS, Inc., doing
business as Tranzon Asset Strategies, as auctioneers.


WOODBRIDGE GROUP: Sarasota Investors Sue Utah Firm
--------------------------------------------------
Frances McMorris, writing for Tampa Bay Business Journal, reports
that a group of Sarasota residents filed a lawsuit against a
Utah-based investment firm that allegedly got them involved in a
$1.2 billion Ponzi scheme run by Woodbridge Group of Companies
LLC.

The report relates the plaintiffs are suing Annua Group and its
principal, Lynn Merritt, in federal court in the Middle District of
Florida in Tampa, saying that the firm sold them investments in the
Woodbridge Group of Companies LLC, which the U.S. Securities and
Exchange Commission has described as a massive Ponzi scheme.  The
residents were sold two types of Woodbridge investments that were
never registered with the SEC or state regulators, in violation of
securities laws.

Merritt didn't return a request for comment, the report adds.

The report relates that the residents as investors, were to be paid
revenue from those high interest loans. But according to their
complaint, "Virtually all of the third-party borrowers were
hundreds of Shapiro-owned and controlled LLCs, which had no source
of income, no bank accounts and never made any loan payments to
Woodbridge, facts unknown to the investors and [Sarasota]
plaintiffs. Rather, Shapiro and Woodbridge simply raised new funds
from new investors such as the plaintiffs and repaid earlier
investors with those funds."  The Sarasota residents alleged that
Merritt and Annua "either ignored the considerable evidence that
the Woodbridge enterprise was a fraud, or knew it was a fraud and
intentionally participated."

                    About Woodbridge Group

Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company.  Its
principal business is buying, improving, and selling high-end
luxury homes.  The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations.  The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years.  Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions.  These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.

Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017.  Woodbridge estimated assets and
liabilities at between $500 million and $1 billion.  The Chapter 11
cases are jointly administered.

Judge Kevin J. Carey presides over the case.

Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.

The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC.  Beilinson Advisory Group is
serving as independent management to the Debtors.  Garden City
Group, LLC, is the Debtors' claims and noticing agent.

Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.

An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017.  On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.


WOODBRIDGE GROUP: Sarasota Investors Sue Utah Firm
--------------------------------------------------
Frances McMorris, writing for Tampa Bay Business Journal, reports
that a group of Sarasota residents filed a lawsuit against a
Utah-based investment firm that allegedly got them involved in a
$1.2 billion Ponzi scheme run by Woodbridge Group of Companies
LLC.

The report relates the plaintiffs are suing Annua Group and its
principal, Lynn Merritt, in federal court in the Middle District of
Florida in Tampa, saying that the firm sold them investments in the
Woodbridge Group of Companies LLC, which the U.S. Securities and
Exchange Commission has described as a massive Ponzi scheme.  The
residents were sold two types of Woodbridge investments that were
never registered with the SEC or state regulators, in violation of
securities laws.

Merritt didn't return a request for comment, the report adds.

The report relates that the residents as investors, were to be paid
revenue from those high interest loans. But according to their
complaint, "Virtually all of the third-party borrowers were
hundreds of Shapiro-owned and controlled LLCs, which had no source
of income, no bank accounts and never made any loan payments to
Woodbridge, facts unknown to the investors and [Sarasota]
plaintiffs. Rather, Shapiro and Woodbridge simply raised new funds
from new investors such as the plaintiffs and repaid earlier
investors with those funds."  The Sarasota residents alleged that
Merritt and Annua "either ignored the considerable evidence that
the Woodbridge enterprise was a fraud, or knew it was a fraud and
intentionally participated."

                    About Woodbridge Group

Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company.  Its
principal business is buying, improving, and selling high-end
luxury homes.  The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations.  The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years.  Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions.  These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.

Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017.  Woodbridge estimated assets and
liabilities at between $500 million and $1 billion.  The Chapter 11
cases are jointly administered.

Judge Kevin J. Carey presides over the case.

Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.

The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC.  Beilinson Advisory Group is
serving as independent management to the Debtors.  Garden City
Group, LLC, is the Debtors' claims and noticing agent.

Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.

An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017.  On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.


YANKEE CLIPPER: Court Okays Use of Cash Collateral
--------------------------------------------------
The Hon. Meredith A. Jury of the U.S. Bankruptcy Court for the
Central District of California approved the request of Yankee
Clipper Distribution of California, Inc., to use of the cash
collateral of the Internal Revenue Service.

As reported in the Troubled Company Reporter on March 22, 2018, the
Debtor revealed that in order to effectively reorganize, it must be
able to use the cash collateral of the IRS in order to pay
reasonable expenses it incurs during the ordinary course of its
business.  According to the Debtor, the use of cash collateral will
allow the Debtor to continue doing business and preserve its assets
for the benefit of the estate and the creditors.  Moreover, the
continued use of cash collateral will ensure no interruption of
Debtor's business and will further allow the Debtor to emerge as a
reorganized Debtor.

The Debtor currently has $611.72 in its bank account and also has
accounts receivables of approximately $5,000 to $7,000, which it
anticipates to collect within the next few weeks.  The Debtor also
has approximately $2,000 in personal property assets.  The Debtor
proposed that it use the cash collateral in the bank as well as
accounts receivables collected in order to pay the allowed expenses
pursuant to the Debtor's budget.

The Debtor will give to the IRS a post-petition replacement lien on
all of its post-petition assets up to the value of the cash
collateral actually used post-petition. The Debtor also proposed a
monthly adequate protection payment to the IRS in the amount of
$3,000 which payment will be due by the 1st of every month
effective April 1, 2018.

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

             http://bankrupt.com/misc/cacb18-11664-10.pdf

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

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

           About Yankee Clipper Distribution of California

Yankee Clipper Distribution of California, Inc. --
http://www.ycdistribution.com/-- is a privately held company in
Eastvale, California that provides third party logistics services
to the New York City and Los Angeles areas.  With three warehouse
operations, Yankee Clipper offers warehousing, inventory control
and distribution solutions to various industries.

Yankee Clipper Distribution filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 18-11664) on March 1, 2018.  In the petition
signed by CEO Pavan Makker, the Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities.  The Hon.
Meredith A. Jury is the case judge.  Michael Jay Berger, Esq., at
the Law Offices of Michael Jay Berger, is the Debtor's counsel.


YOGA CENTER: Will Not Pursue Avoidance Actions
----------------------------------------------
The Yoga Center, LLC, filed a second amended disclosure statement
to provide additional information regarding projected recovery of
avoidable transfers.

The Debtor has reviewed its records for evidence of preference
payments or otherwise avoidable transfers pursuant to Sections 547
and 548 of the Bankruptcy Code.  Payments or transfer made to
creditors within the 90 days prior to filing are as follows:

   Klein Bank ($150,000)
   Kings Cash Group ($67,982)
   CAN Capital Asset Servicing ($16,591)
   Forward Financing ($22,200)
   CLPF-Velo ($40,170)

The Debtor does not intend to pursue preference, fraudulent
conveyance, or other avoidance actions as potential defenses exist
to such avoidance actions and Debtor does not believe protracted,
potentially expensive litigation would necessarily result in a
recovery for the creditors.

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

           http://bankrupt.com/misc/mnb17-42115-56.pdf

                    About The Yoga Center

The Yoga Center, LLC -- http://yogacentermpls.com/-- is a small
business debtor as defined in 11 U.S.C. Section 101(51D).  The
Company provides Yoga classes offering a wide selection of drop-in
classes, specialty class series, workshops and events, as well as
teacher training programs, specialty teacher trainings and
continuing education for the lifelong learner.

The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Minn. Case No. 17-42115) on July 13, 2017.  In the
petition signed by Neil Riemer, president, the Debtor estimated
assets of less than $1 million and liabilities of $1 million to $10
million.  Judge Katherine A. Constantine presides over the case.
Michael J. Sheridan, Esq., serves as the Debtor's bankruptcy
counsel.  


[*] Bankruptcy Filings Continue to Decline
------------------------------------------
Bankruptcy filings fell by 1.8% for the 12-month period ending
March 31, 2018, compared with the year ending March 31, 2017.  The
data continues a national trend of declining bankruptcy filings
since 2011.

The March 2018 annual bankruptcy filings totaled 779,828, compared
with 794,492 cases in the previous year, according to statistics
released by the Administrative Office of the U.S. Courts.

A national wave of bankruptcies that began in 2008 reached a peak
in the year ending September 2010, when nearly 1.6 million
bankruptcies were filed.

   BUSINESS AND NON-BUSINESS FILINGS
   YEARS ENDING
   MARCH 31, 2014-2018

   Year   Business   Non-Business      Total
   ----   --------   ------------     -------
   2018     23,106        756,722     779,828
   2017     23,591        770,901     794,492
   2016     24,797        808,718     833,515
   2015     26,130        884,956     911,086
   2014     31,671      1,006,609   1,038,280

   TOTAL BANKRUPTCY FILINGS BY CHAPTER
   YEARS ENDING
   MARCH 31, 2014-2018

                            Chapter
             ------------------------------------
   Year         7        11       12         13
   ----     -------   -------   -------   -------  
   2018     480,933     7,735     499     290,566
   2017     488,417     7,105     457     298,348
   2016     523,394     7,380     440     302,193
   2015     596,867     7,053     354     306,729
   2014     699,982     8,564     388     329,256


[*] SB, 360 Merchants Form New Entity to Jointly Operate Businesses
-------------------------------------------------------------------
Two of America's leading asset disposition firms, SB Capital Group,
LLC, and 360 Merchants Solutions, LLC, on April 16 disclosed that
they formed a new entity, SB360 Capital Partners ("SB360") to
jointly operate their businesses.  SB360 is an affiliate of the
Schottenstein Family of Companies.

In addition to liquidation and asset realization services, SB360
provides financing solutions for mid-market companies, and advisory
services for retail and wholesale businesses and lenders. Other
business units of SB360 focus on real estate advisory and
commercial real estate investments, as well as operating SBC
Logistics' Asset Recovery Center in Columbus, Ohio.

SB360 operates from offices in New York, Boston, Columbus, and Los
Angeles.  The Company is managed by Scott Bernstein and Stephen G.
Miller.  Mr. Bernstein was President of SB Capital Group, and
Mr. Miller was President and CEO of 360 Merchant Solutions.  SB360
is privileged to have Jay Schottenstein serve as Chairperson.

"Our companies have been working together for years, so this was
the next logical step of our growth," said Scott Bernstein.  "360
has always been recognized for the strength and expertise of their
merchants and we're excited about bringing everybody into one
organization."

"It struck us that our two organizations worked so well together,
we needed to make it official," said Stephen G. Miller.  "SB
Capital Group's heritage and real-world experience operating
companies is invaluable.  The many strengths of our two
organizations complement each other and create the framework for
SB360's leadership in the asset realization industry."

Stephen G. Miller founded 360 Merchant Solutions.  Mr. Miller led
the charge on many of the largest multi-asset disposition events in
North America, realizing enhanced yields for all constituents. Mr.
Miller is a pioneer and industry leader in the evolution of the
disposition model.  Some of his recent transactions include high
profile companies where he acted as the liquidation and/or
collateral agent and helped successfully liquidate over $1B of
assets.  Utilizing his unique merchant skill set, Mr. Miller is an
expert in achieving enhanced collateral values.

"Today's retail environment is tough," said Mr. Miller.  "We often
see companies when it's too late, but we would like to help
companies before they reach that point.  SB360 is well positioned
to guide companies to overcome the difficult challenges they may
face."

SB360 will search for new opportunities to make additional equity
investments in retail, wholesale, and consumer product companies.
The principals of SB360 hold extensive commercial interests in
national retail and wholesale operations; internationally
recognized consumer brands; commercial, residential, and industrial
real estate properties; and financial service operations.

The newly launched SB360 will have access to a wealth of talented
and experienced asset realization personnel.  Comprised of lenders,
retailers, operators, and financial professionals, SB360 will
possess one of the most qualified rosters in the industry.


[*] Three Bankruptcy Lawyers Join Hogan Lovells' BRI Practice
-------------------------------------------------------------
International law firm Hogan Lovells on April 23, 2018, disclosed
that bankruptcy lawyers Richard Wynne, Bennett Spiegel, and Erin
Brady have joined the firm's Business Restructuring and Insolvency
(BRI) practice as partners in Los Angeles.  Additionally, Mr. Wynne
will serve as co-head of the U.S. BRI practice.

All three are recognized leaders in their practice, with
significant experience advising debtors, creditors, creditors'
committees, bondholders, trustees, and buyers across a wide range
of industries.  They frequently handle complex restructuring
matters, Chapter 11 cases, and out-of-court workouts in
jurisdictions across the nation.  Practicing together for over 15
years, the three have had leading roles in many of the largest and
most complex Chapter 11 restructuring cases.

"We have been looking to expand the national capabilities of our
BRI practice, and Rick, Bennett, and Erin are an ideal fit," said
Chris Donoho, head of the firm's Business Restructuring and
Insolvency practice group for the Americas.  "They have a
nationally recognized practice and their ability in particular to
do big-ticket debtor side and official creditors' committee work
will significantly improve our ability to take on the largest and
most complex of matters.  Plus, they are terrific individuals that
are a great personality fit, and I especially look forward to
working alongside Rick in leading the BRI practice."

Mike Maddigan, Office Managing Partner for the firm's Los Angeles
office, added: "Our firm and our office are committed to
excellence.  As we continue to grow our presence in Southern
California, we are looking for top-tier talent that will benefit
the evolving needs of our clients.  Rick, Bennett, and Erin bring a
world-class reputation and the experience necessary to expand our
offerings in the BRI market locally and nationally.  We are
particularly pleased to be adding their significant entertainment
industry experience to the capabilities of our Los Angeles
Office."

About the lawyers:

Rick Wynne: Nationally recognized for successful results in many
complex Chapter 11 bankruptcy cases and out-of-court workouts.  He
focuses on solving clients' most challenging problems by designing
and implementing negotiations, litigation strategy and as lead
trial counsel in a wide range of industries.  Mr. Wynne is
currently representing Mattel as the largest creditor and Creditors
Committee Co-Chair in the Toys R Us Chapter 11 case.  He has been
recognized for his strength in consensus-building skills, valuation
litigation and trials, winning praise in Chambers as a "fantastic"
lawyer who is a "tenacious and savvy negotiator" and "does
exceptionally well in court."  After Mr. Wynne led a team that won
an expedited trial against Netflix for Relativity Media, Federal
Bankruptcy Judge Wiles, in awarding Relativity all of its legal
fees over Netflix's objections, ruled that "A complicated,
fast-paced 'bet the company' litigation requires counsel of higher
caliber and expense than a routine case with little at stake.  A
party may not need a Ferrari to go to the corner grocery store, but
winning a Grand Prix race is a different matter."  Mr. Wynne, who
is an amateur car racer, earned his J.D. from Columbia University
and his B.A. from Indiana University.

Bennett Spiegel: Mr. Spiegel has represented debtors, creditors,
creditors' committees, trustees, and buyers in corporate
restructurings and bankruptcies for more than three decades.  He
recently represented RBS in the Thornburg Mortgage cases.  Mr.
Spiegel has substantial entertainment industry expertise, having
represented Zsa Zsa Gabor in her Chapter 11 case, as well as Motley
Crue in the Bankruptcy case of band member Vince Neil, Relativity
Media in the Section 363 sale of its television business and
confirmation of a chapter 11 reorganization plan.  He has also
represented Leiner Health Products, Calpine, Cable & Wireless and
W.R. Grace as Chapter 11 debtors.  Mr. Spiegel earned a J.D. and
M.B.A. from Yale University and his B.A. from Rutgers College.

Erin Brady: Ms. Brady focuses her practice on the representation of
debtors, creditors' committees, trustees, individual creditors, and
others in high-stakes bankruptcy litigation and corporate
restructurings.  Throughout her career, she has successfully helped
clients resolve the legal turmoil surrounding corporate
restructurings and liquidations.  She represented American Apparel
and its affiliates in their two recent chapter 11 cases and been
recognized as one of Law 360's Rising Stars and Global
Restructuring Review's "Top 40 Under 40" for her work on
high-profile matters in the Relativity Media, Chemtura, Fleming
Companies, Quiznos, Adelphia, and Thornburg Mortgage cases.  Ms.
Brady earned her J.D. from Pepperdine University and her B.A. from
Cardinal Stritch University.

                       About Hogan Lovells

Hogan Lovells -- http://www.hoganlovells.com/-- is a global legal
practice providing business-oriented legal advice and high-quality
service across its exceptional breadth of practices to clients
around the world.

"Hogan Lovells" or the "firm" is an international legal practice
that includes Hogan Lovells US LLP and Hogan Lovells International
LLP.


[^] BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power
----------------------------------------------------------------
Author:     Arthur Fleischer, Jr.,
            Geoffrey C. Hazard, Jr., and
            Miriam Z. Klipper
Publisher:  Beard Books
Softcover:  248 pages
List Price: $34.95

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrupt

A ruling by the Delaware Supreme Court on January 29, 1985 was a
wake-up call to directors of U. S. corporations. On this date,
overruling a lower court decision, the Delaware Supreme Court ruled
that the nine board members of Chicago company Trans Union
Corporation were "guilty of breaching their duty to the company's
shareholders." What the board members had done was agree to sell
Trans Union without a satisfactory review of its value. The guilty
board members were ordered by the Court to pay "the difference
between the per share selling price and the 'real' market value of
the company's shares."

Needless to say, the nine Trans Union directors were shocked at the
guilt verdict and the punishment. The chairman of the board, Jerome
Van Gorkom, was a lawyer and a CPA who was also a board member of
other large, respected corporations. For the most part, it was he
who had put together the terms of the potential sale, including
setting value of the company's stock at $55.00 even though it was
trading at about $38.00 per share. News of the possible sale
immediately drove the stock up to $51.50 per share, and was
commented on favorably in a "New York Times" business article.
Still, Van Gorkom and the other directors were found guilty of
breaching their duty, and ordered by Delaware's highest court to
pay a sum to injured parties that would be financially ruinous.
This was clearly more than board members of the Trans Union
Corporation or any other corporation had ever bargained for. It was
more than board members had ever conceived was possible without
evidence of fraud or graft.

The three authors are all attorneys who have worked at the highest
levels of the legal field, business, and government. Fleischer is
the senior partner of the law firm Fried, Frank, Harris, Schriver &
Jacobson at the head of its mergers and acquisitions department.
He's also the author of the textbook "Takeover Defenses" which is
in its 6th edition. Hazard is a Professor of Law and former
reporter for the American Bar Association's special committee on
the lawyers' ethics code; while Klipper has been a New York
assistant district attorney prosecuting corporate and financial
fraud, and also a corporate attorney on Wall Street. Using the
Trans Union Corporation case as a watershed event for members of
boards of directors, the highly-experienced legal professionals lay
out the new ground rules for board members. In laying out the
circumstances and facts of a number of cases; keen, concise
analyses of these; and finding where and how board members went
wrong, the authors provide guidance for corporate directors, top
executives, and corporate and private business attorneys on issues,
processes, and decisions of critical importance to them.

Household International, Union Carbide, Gelco Corp., Revlon, SCM,
and Freuhauf are other major corporations whose
merger-and-acquisitions activities resulted in court cases that the
authors study to the benefit of readers. The Boards of Directors of
these as well as Trans Union and their positions with other
companies are listed in the appendix. Many other corporations and
their board members are also referred to in the text.

With respect to each of the cases it deals with, BOARD GAMES
outlines the business environment, identifies important
individuals, analyzes decisions, and discusses considerations
regarding laws, government regulations, and corporate practice. In
all of this, however, given the exceptional legal background of the
three authors, the book recurringly brings into the picture the
legalities applying to the activities and decisions of board
members and in many instances, court rulings on these. Passages
from court transcripts are occasionally recorded and commented on.
Elsewhere, legal terms and concepts -- e. g., "gross nonattendance"
-- are defined as much as they can be. In one place, the authors
discuss six levels of responsibility for board members from "assure
proper result" through negligence up to fraud. Without being overly
technical, the authors' legal experience and guidance is
continually in the forefront. Needless to say, with this, BOARD
GAMES is a work of importance to board members and others with the
responsibility of overseeing and running corporations in the
present-day, post-Enron business environment where shareholders and
government officials are scrutinizing their behavior and decisions.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2018.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000.

                   *** End of Transmission ***