/raid1/www/Hosts/bankrupt/TCR_Public/180521.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, May 21, 2018, Vol. 22, No. 140

                            Headlines

103-30126 LLC: Property Up for June 22 Foreclosure Sale
172 BLEECKER: Taps Rachel S. Blumenfeld as Legal Counsel
34 SO. CROSSMAN: Taps Andreozzi Bluestein as Legal Counsel
505 CONGRESS: Taps Boston Restaurant as Real Estate Broker
AES CORP: Fitch Ups IDR to 'BB+' on Chilean Project Restructuring

ALEXANDRIA INVESTMENT: Selling Alexandria Business Property
ALM XII: Fitch Rates Class E-R2 Notes 'B-sf'
ALPHA SODA: Alpha Soda Restaurant Buying All Assets for $50K
AMG INTERNATIONAL: Headzup Buying Warehouse Racking System for $8K
ANCHOR GLASS: Bank Debt Trades at 6% Off

ANDREOLA TERRAZZO: Taps Eric A. Liepins as Legal Counsel
BRANDENBURG FAMILY: Taps Coon & Cole as New Legal Counsel
CAMBRIDGE ANALYTICA: Files for Chapter 7 Liquidation
CAMBRIDGE ANALYTICA: Voluntary Chapter 7 Case Summary
CATCH 22 LINY: Starfish Buying All Assets for $1.7 Million

CEC ENTERTAINMENT: Bank Debt Trades at 9% Off
CHRIST ON THE WESTSIDE: Taps Parham Properties as Broker
CHRIST ON THE WESTSIDE: Taps Sutton Deleeuw as Legal Counsel
CLUB DEPORTIVO: Fundacien Buying All Assets for $800K
COREL CORP: Moody's Affirms B2 CFR on Revised Deal Structure

CPI INTERNATIONAL: S&P Alters Outlook to Neg. & Affirms 'B' CCR
CREDITCORP: Refinancing Prompts S&P to Put 'CCC' Rating on Watch
CS360 TOWERS: Trustee's Sale of Condo Unit 307 $390K Approved
DETROIT COMMUNITY SCHOOLS: S&P Sees Negative Outlook
DITECH HOLDING: Bank Debt Trades at 4% Off

DYNAMIC MRI: Taps C. Conde & Associates as Legal Counsel
EAGLECLAW MIDSTREAM: Bank Debt Trades at 2% Discount
EP ENERGY: Moody's Rates Proposed Sec. Notes 'B1', Outlook Stable
EP ENERGY: S&P Rates New 1.125-Lien Senior Secured Notes 'B'
ERA GROUP: S&P Affirms 'B-' Corp Credit Rating, Outlook Negative

EV ENERGY PARTNERS: Hires Deloitte as Bankruptcy Advisor
EV ENERGY PARTNERS: Taps Deloitte & Touche as Independent Auditor
EXPERT CAR: Seeks to Hire Soldnow as Auctioneer
EXPERT CAR: Taps Pamela Henley as Accountant
FAMILY PHARMACY: Smith Management Buying All Assets for $8 Million

FHH PROPERTIES: Trustee Selling All Assets for $4 Million
FIREWATER RIVER: Taps Burke Warren as Legal Counsel
FIRST NBC BANK: Hires Fenimore Kay as Special Counsel
FISHERMAN'S PIER: Trustee Taps Double P Construction as Consultant
FOMO GLASS: Seeks to Hire Thomas Woodward as Attorney

FORTERRA INC: Bank Debt Trades at 7% Off
FYBOWIN LLC: Taps Whiteford Taylor as Legal Counsel
GECMC 2005-C4: Moody's Says $55MM Fireman's Fund Loan 'Troubled'
GILBERTO SANCHEZ: Clear Capital Buying Marlasan Property for $556K
GOLDEN TOUCH Hires Latham Shuker as Counsel

GRGBOOKIES LLC: Case Summary & 30 Largest Unsecured Creditors
GULF FINANCE: Bank Debt Trades at 13% Off
HARD-MIRE RESTAURANT: Taps Eric A. Liepins as Legal Counsel
HEALOGICS: Bank Debt Trades at 7% Discount
HEMOLIFE MEDICAL: Taps Levene Neale as Legal Counsel

HILL'S VAN SERVICE: Taps Perez Salgado as Special Counsel
HORNE EXCAVATING: Seeks to Hire Tamposi Law as Counsel
HOUSE MOSAIC: Azulon Buying All Real Estate Holdings for $1.4M
HUSA INC: Only 5 Debtors to Remain Operating After Effective Date
JABEZ L INC: $550K Sale of Atlanta Property to Springbok Approved

JAMES PASCUCCI: Browns Buying Calabasas Property for $1.8 Million
JAMEY ALLEN: J & D Selling Jamesway 5600 Manure Tanker for $24K
JEFFREY BERGER: Sale of Golden Valley/Wibaux Counties Property OK'd
JFT PROPERTIES: $10K Private Sale of Garland County Property Okayed
JOSEPH HEATH: Arbins Buying Alexandria Property for $469K

JPMCC 2004-C2: Foreclosure Underway on Hillside MHP Loan Portfolio
JUDITH CAPARRO: Benjamin Buying Saddle River Property for $2.5M
KEVIN WRIGHT: $145K Sale of Philadelphia Properties to ROI Approved
KEVIN WRIGHT: $45K Sale of Philadelphia Property to 1445 Approved
LARGO RESOURCES: Moody's Assigns B2 CFR & Sr. Secured Rating

LARGO RESOURCES: S&P Assigns Preliminary 'B-' CCR, Outlook Stable
LOCKWOOD HOLDINGS: Selling Aviation's Legacy 500 for $14 Million
LOUISVILLE ROOF: Private Sale of Assets to Brownstone Approved
MCGRAW-HILL GLOBAL: Bank Debt Trades at 4% Off
MD CUSTOMS: Gillani Buying Atlanta Commercial Property for $645K

MEDALLIO MIDLAND: Fitch Affirms 'BB-' IDR on Slow Volume Growth
MICHAEL MCNULTY: Dieser Buying El Segundo Rental Property for $1.2M
MID-SOUTH GEOTHERMAL: Selling 2001 Schramm Rotodrill Rig for $160K
MISYS PLC: Bank Debt Trades at 3% Discount
MLMT 2006-C1: Foreclosure Underway on Gateway One, Fitch Says

MORAN FOODS: Bank Debt Trades at 16% Off
MURRAY ENERGY: $1.7BB Bank Debt Trades at 9% Off
MURRAY ENERGY: $175MM Bank Debt Trades at 10% Off
N.Y. DIMPLE: Taps Alla Kachan as Legal Counsel
NETSMART INC: S&P Lowers First-Lien Debt Rating to 'B-' on Upsize

PERMIAN PRODUCTION: S&P Assigns 'B-' CCR, Outlook Stable
PIER 1 IMPORTS: S&P Cuts Corp Credit Rating to B-, Outlook Neg.
PILGRIM'S PRIDE: S&P Hikes Corp Credit Rating to B+, Outlook Pos.
PREFERRED CARE: Owner Buying Interests in Subsidiaries for $2M
PURE AGROBUSINESS: Case Summary & 8 Unsecured Creditors

QUALITY CONSTRUCTION: Committee Taps Taylor Porter as Counsel
QUANTUM FOODS: Oak Point Buying Remnant Assets for $20K
RAINBOW NATURAL: Taps Newman & Newman as Legal Counsel
RON S. ARAD: Selling Apartment Building and Yorba Linda Residence
ROYAL T ENERGY: Taps Harold B. Rogers as Accountant

SAGE GROUP: Taps Max Real Estate as Property Manager
SAM MEYERS: Case Summary & 20 Largest Unsecured Creditors
SEADRILL LTD: Bank Debt Trades at 13% Off
SF GALLERIA: Taps Johnson & Gubler as Legal Counsel
SHAMROCK GROUP: Taps Weiland Golden as Legal Counsel

SHERIDAN PRODUCTION: $60MM Bank Debt Trades at 17% Off
SHERIDAN PRODUCTION: $900MM Bank Debt Trades at 17% Off
SHERIDAN PRODUCTION: $98MM Bank Debt Trades at 17% Off
SKILLSOFT CORPORATION: Bank Debt Trades at 16% Off
SONICWALL HOLDINGS: S&P Cuts First-Lien Facilities Rating to 'B-'

STAPLES INC: Bank Debt Trades at 3% Discount
STEWART DUDLEY: Magnify Trustee Selling Condo Unit 1925 for $295K
TEXAS E&P: Trustee Selling Interest in Lassiter 1H/Beeler 1H Wells
TMTR HOLDINGS: Foster Buying San Antonio Condo Unit for $825K
ULTRA PETROLEUM: S&P Cuts Corp Credit Rating to 'B', Outlook Neg.

VALEANT PHARMACEUTICALS: Fitch Rates $5.7BB Credit Facility 'BB-'
VALEANT PHARMACEUTICALS: Moody's Rates Unsec. Notes 'Caa1'
VANTAGE CORP: Sunrise Buying All Assets for $500K
VERTAFORE INC: S&P Assigns 'B-' Corp Credit Rating, Outlook Stable
VF HOLDING: Moody's Affirms B3 CFR on Dividend Recap

VORAS ENTERPRISE: Sets Procedures for Brooklyn Property
VORAS ENTERPRISE: Sets Sale Procedures for Brooklyn Property
W.P.I.P. INC: Case Summary & 9 Unsecured Creditors
WACHUSETT VENTURES: Committee Taps CBIZ as Financial Advisor
WACHUSETT VENTURES: Seeks to Hire Marcum as Accountant

WARWICK PROPERTIES: Sackley Buying Arroyo Grande Property for $1.2M
WILLIAMS COMPANIES: Moody's Reviews Ba2 CFR for Upgrade
WILLIAMS COS: Fitch Says BB+ IDR on Watch Pos. Amid Buy-in Plan
WILLIAMS COS: S&P Puts 'BB+' Corp Credit Rating on Watch Positive
WINDSTREAM SERVICES: Dispute with Aurelius over Default Underway

WORTHINGTON ENERGY: Seeks to Hire Daniel Masters as Counsel
WORTHINGTON ENERGY: Taps Daniel Masters as Legal Counsel
Y.S.K. CONSTRUCTION: Hires Cohen Baldinger as Counsel
[^] BOND PRICING: For the Week from May 14 to 18, 2018

                            *********

103-30126 LLC: Property Up for June 22 Foreclosure Sale
-------------------------------------------------------
Steven B. Denkberg as Referee will sell at public auction in
Courtroom #25 of the Queens County Supreme Court, 88-11 Sutphin
Blvd., Jamaica, NY on June 22, 2018 at 10:00 a.m. the premises
known as Block 9562, Lot 20.  

The property will be sold subject to the terms and conditions of a
judgment of foreclosure and sale dated Nov. 2, 2017, in the case,
NYCTL 2015-A TRUST AND THE BANK OF NEW YORK MELLON, AS COLLATERAL
AGENT AND CUSTODIAN FOR NYCTL 2015-A TRUST, Pltf. vs. 103-30126
LLC, et al, Defts. Index #702161/2016, pending before the Queens
County Supreme Court.

Counsel to the Plaintiff:

     LEVY & LEVY
     12 Tulip Dr.
     Great Neck, NY. #94722


172 BLEECKER: Taps Rachel S. Blumenfeld as Legal Counsel
--------------------------------------------------------
172 Bleecker Street Restaurant, Inc., received approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
The Law Office of Rachel S. Blumenfeld PLLC as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; represent the Debtor in
connection with obtaining post-petition financing; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.

The firm will charge these hourly rates:

     Rachel Blumenfeld, Esq.     $450  
     Of Counsel                  $450  
     Paraprofessional            $150

Blumenfeld received a retainer in the sum of $15,000 from the
Debtor.

Rachel Blumenfeld, Esq., a member of the firm, disclosed in a court
filing that her firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Rachel S. Blumenfeld, Esq.
     The Law Office of Rachel S. Blumenfeld PLLC
     26 Court Street, Suite 2220
     Brooklyn, NY 11242
     Phone: (718) 858-9600
     E-mail: rblmnf@aol.com

            About 172 Bleecker Street Restaurant

172 Bleecker Street Restaurant, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
18-11174) on April 26, 2018.  At the time of the filing, the Debtor
disclosed that it had estimated assets of less than $1 million and
liabilities of less than $500,000.  Judge Martin Glenn presides
over the case.


34 SO. CROSSMAN: Taps Andreozzi Bluestein as Legal Counsel
----------------------------------------------------------
34 So. Crossman Street Inc. seeks approval from the U.S. Bankruptcy
Court for the Western District of New York to hire Andreozzi
Bluestein LLP as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the negotiation of financing agreements
and related transactions; prepare a plan of reorganization; assist
in the sale of its assets; review claims of creditors; and provide
other services related to its Chapter 11 case.

The firm will charge these hourly rates:

     Daniel Brown         Partner       $350
     Ruth Wiseman         Associate     $250
     Royston Mendonza     Associate     $250
     Melissa Brennan      Paralegal     $175

Daniel Brown, Esq., a partner at Andreozzi, disclosed in a court
filing that his firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Daniel F. Brown, Esq.
     Andreozzi Bluestein LLP
     9145 Main Street
     Clarence, NY 14031
     Direct Dial: (716) 235-5030
     Office Number: (716) 633-3200, Ext. 318
     Facsimile: (716) 565-1920
     E-mail: dfb@andreozzibluestein.com

                About 34 So. Crossman Street Inc.

34 So. Crossman Street Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-10908) on May 7,
2018.  At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $1 million.  Judge
Michael J. Kaplan presides over the case.


505 CONGRESS: Taps Boston Restaurant as Real Estate Broker
----------------------------------------------------------
505 Congress Street, LLC, received approval from the U.S.
Bankruptcy Court for the District of Massachusetts to hire The
Boston Restaurant Group, Inc. as its real estate broker.

The firm will assist the Debtor in the sale of its restaurant
located at 505 Congress Street, Boston Massachusetts.

BRG will get a commission of 8% of the gross sale price of the
restaurant.

Charles Perkins, a real estate broker employed with BRG, 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:

     Charles M. Perkins
     The Boston Restaurant Group, Inc.
     P.O. Box 327
     Boxford, MA 01921-9907
     Phone: 978-887-9895
     Fax: 978-887-0219
     Email: cperkins@bostonrestaurantgroup.com

                     About 505 Congress Street

505 Congress Street, LLC, which conducts business under the name La
Casa de Pedro, is a familial dining destination for Latin cuisine.
Pedro Alarcon, owner and chef, serves dishes that highlight the
traditions of his native Venezuela and broader Latin American
heritage.  The restaurant has locations in the Boston Seaport and
Watertown Massachusetts.  

505 Congress Street, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 18-11352) on April 15,
2018.  In the petition signed by Pedro S. Alarcon, manager, the
Debtor estimated assets of less than $1 million and liabilities of
$1 million to $10 million.  Judge Joan N. Feeney presides over the
case.  The Debtor tapped Parker & Associates as its legal counsel.


AES CORP: Fitch Ups IDR to 'BB+' on Chilean Project Restructuring
-----------------------------------------------------------------
Fitch Ratings has upgraded The AES Corporation's (AES) Long-Term
Issuer Default Rating (IDR) to 'BB+' from 'BB' and revised the
Rating Outlook to Stable from Positive. Simultaneously, Fitch has
affirmed AES' senior unsecured rating at 'BB+'/'RR3' and senior
secured rating at 'BBB-'/'RR1'.

KEY RATING DRIVERS

Alto Maipo Restructuring Completed: AES' upgrade follows the
completion of financial restructuring at the 531 MW Alto Maipo
hydro project in Chile in May 2018. Fitch believes that the
restructuring and the new fixed-price lump sum contract have
largely mitigated construction risk and removed material
uncertainties associated with AES Gener and AES' financial
obligations.

On May 11, 2018, Fitch affirmed AES Gener's 'BBB-' Long-Term IDR
with a Stable Outlook and removed the Rating Watch Negative.
Pursuant to the restructuring plan, AES Gener will fund up to $400
million equity contribution primarily through asset sales including
the announced agreement to sell 750 MW of gas and diesel fired
assets at Electrica Santiago for $300 million, which is expected to
close in May 2018. Strabag, the Chilean subsidiary of Austria-based
Strabag SE, will contribute up to $110 million equity, while
lenders will contribute $135 million additional financing. Strabag
agreed to assume the tunnel construction work under a fixed-price
lump sum contract supported by a $300 million letter of credit and
a guarantee from Strabag's parent company. As of May 2018, the
project is 64% complete and expected to reach commercial operations
in 2020.

Deleveraging Plan On Track: The rating action also considers the
continued execution of AES' deleveraging plan. On March 20, 2018,
the company completed the sale of 51% equity interest in Masinloc
in the Philippines for over $1 billion and allocated the proceeds
to repay recourse debt. AES plans to execute an additional $1
billion in asset sales through 2020. Fitch expects the sale
proceeds to be used primarily for debt reduction, new investments
and dividend growth. Since 2011, AES has reduced parent recourse
debt by 40%.

Improving Credit Metrics: Fitch expects that AES' primary credit
metric recourse debt/APOCF (adjusted parent-only cash flow) will
improve to 4.2x by 2018 and 4x by 2019, from 5.5x in 2015. The
APOCF interest coverage is expected to exceed 4.5x in the next two
years compared with mid-2x in 2015. This improvement is primarily
driven by debt reduction, project completion, and cost cutting.
Fitch applies a deconsolidated approach when assigning AES' ratings
and Outlook, as it is an infrastructure investment company and
finances its operations using primarily non-recourse debt.
Approximately 77% of AES' consolidated debt was non-recourse as of
Dec. 31, 2017.

Greening the Portfolio: AES continues to improve its fuel mix
through acquisition and development of renewable assets and exiting
coal and other thermal generation. Management targets to reduce
carbon intensity by 25% from 2016 to 2020. AES acquired 50% equity
interest in FTP Power LLC (a.k.a. sPower) in 2017, which has 1.3 GW
of solar and wind projects operating in the U.S. and potential 10
GW of development projects. In 2018, AES sold 2 GW of thermal
generation assets including Masinloc, which comprised primarily
coal-fired generation plants in the Philippines, and six combustion
turbine and diesel-fired assets in the U.S.

Impact of Tax Reform: Fitch estimates that the impact of tax reform
for AES will be gradual in the intermediate term due to the
company's net operating loss (NOL) position. A one-time $675
million tax on deemed repatriation of foreign earnings utilized
$1.9 billion of NOL (51%) in 2017. Parent interest deductibility
and the Global Intangible Low Taxed Income rule are primary sources
of tax burden going forward. Management has disclosed that AES may
become a U.S. cash tax payer in two to three years due to the
accelerated depletion of NOLs. The tax-sharing payment from its
regulated utility investment in the U.S. could also decline. These
factors partially offset the positive aspects of the tax reform. At
current rating level, the company's credit metrics have some
headroom to partially absorb the impact. Fitch believes that AES is
committed to improving its credit rating and will re-allocate
capital from sources such as additional asset sales and cost
reduction to achieve its financial objectives.

DERIVATION SUMMARY

AES' ratings and Outlook benefit from a large and diversified asset
portfolio, relative to its peers Contour Global Plc (CGPLC,
BB-/Stable), NextEra Energy Partners L.P. (NEP, BB+/Stable) and
TerraForm Power Operating LLC. (TERPO, BB-/Stable). AES owns and
operates 24 GW of generation assets (AES' share), compared to
CGPLC's 4 GW, NEP's 2.8 GW of generation and 4 Bcf of pipeline
assets, and TERPO's 2.6 GW. The quality of AES' portfolio is
similar to that of CGPLC but less favorable than NEP's and TERPO's
in terms of fuel mix, contract length and country risk. Unique
among its peers, AES has a demonstrated history of stable dividends
from projects and progressive debt reduction leading to improving
credit metrics. AES' leverage ratio is expected be stronger than
NEP's and TERPO's on average while CGPLC's credit metrics will
continue to evolve as it begins to distribute dividends and define
its capital structure.

KEY ASSUMPTIONS

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

  --Assume asset sale proceeds of approximately $1.4 billion from
2018 to 2020;

  --AES Gener to resume relatively normal cash distribution to
AES;

  --Certain amount of reduction in tax sharing payment.

RATING SENSITIVITIES

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

  --Recourse debt-to-APOCF ratio sustains below 3.8x and APOCF
interest coverage ratio above 5x;

  --Neutralization of the impact of tax reform on a sustained basis
such that it can meet the upgrade guideline ratios above;

  --Continue to reduce its operating risks by exiting merchant coal
generation, increasing long-term contracted earnings, and
increasing its footprint in U.S.

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

  --Recourse debt-to-APOCF higher than 4.5x and APOCF interest
coverage ratio below 3.5x on a sustainable basis;

  --Unexpected, albeit material, cost overruns or delays to
construction projects, including Alto Maipo, requiring material
equity injection or project distribution reduction;

  --Inability to neutralize the negative impact of tax reform;

  --A change in corporate strategy to invest in more speculative,
non-contracted assets or material decline in cash flow from
contracted power generation assets;

  --Increase shareholder distributions (dividends and share
buybacks) substantially beyond the public disclosure and Fitch's
current expectations;

  --Execution of merger and acquisitions funded largely with
recourse debt, causing its credit metrics to breach the guideline
ratios above.

FULL LIST OF RATING ACTIONS

Fitch has upgraded the following rating:

The AES Corporation

  --Long-Term IDR to 'BB+' from 'BB'.

Fitch has affirmed the following ratings:

  --Short-Term IDR at 'B';

  --Senior secured debt at 'BBB-'/'RR1';

  --Senior unsecured debt at 'BB+'/'RR3'.

The Rating Outlook has been revised to Stable from Positive.




ALEXANDRIA INVESTMENT: Selling Alexandria Business Property
-----------------------------------------------------------
Alexandria Investment Group, LLC, asks approval from the U.S.
Bankruptcy Court for the Western District of Louisiana to sell the
tract of land which includes approximately 11 acres, bearing the
municipal addresses 2225 and 2301 N. MacArthur Drive, Alexandria,
Louisiana, including all improvements located thereon, including
the Baymont Inn & Suites and Alexandria Convention Center, and all
furniture, fixtures, and equipment therein at auction.

The Debtor owns, and with the assistance of a third party
management company JYI Hospitality Management, currently operates
the Business Real Estate and Improvements.  The Debtor has been
engaged in the process of soliciting potential buyers for its
business and related assets.  However, such marketing efforts (and
related expenses) were ultimately deemed not necessary due to the
stalking horse bid described in the Bidding Procedures Motion filed
and already granted by the Court.  

After considering available options, the Debtor asks the Court to
approve the sale procedures in the Motion.  The Debtor asks entry
of an Order effectuating a sale "free and clear" of all claims and
liabilities, in conjunction with the results of the auction
proposed.

The Debtor will also include as an option in the auction its
business records, employee records, billing records, financial
statements, licenses, and goodwill, and allow bid amounts to
include these items ("Other Business Assets").  It will further ask
in connection with the sale to potentially assume and assign
certain of its Executory Contracts.  

The Debtor is filing a separate expedited Executory Contract Motion
that asks the Court to approve procedures for, inter alia,
notifying counterparties to the Executory Contracts of their
contracts' potential assumption and assignment, fixing the cure
amounts necessary to assume those Executory Contracts, and
addressing any potential objections to the proposed assumption and
assignment of the Executory Contracts (including, without
limitation, to the cure amounts and/or to proposed assurance of
future performance).  These procedures will ensure that the
counterparties to the Executory Contracts, among others, receive
notice and an opportunity to respond to the proposed assumption and
assignment of the Executory Contracts.

In order to preserve the estate from continued operating costs, and
considering the dearth of operating capital the Debtor currently
has available, it is in the best interest of the estate and
creditors if this sale is had on an expedited basis.  As set forth
in the Bidding Procedures Motion, the proposed auction will be held
on May 17, 2018, and the closing would occur on May 31, 2018.

The Debtor asks the Court to enter an order approving the sale of
its Business Real Estate and Improvements, which sale may also
include the Debtor's Other Business Assets and other Executory
Contracts, to the Winning Bidder as defined in the Bidding
Procedures Motion.

Further, the Debtor asks that the Court approve the sale (i)
without warranty of title and without warranty as to the existence
or continuing validity of any license, franchise, or other rights;
(ii) free and clear of all liens and encumbrances, including a
certain multiple indebtedness mortgage by Red River Bank and
assignment of rents and leases to Red River Bank which are recorded
in the mortgage records of Rapides Parish, except for permitted
encumbrances identified in Exhibit A to the Motion; and (iii) less
and except cash and accounts receivable collected or accrued prior
to the date the sale was consummated, and if the Winning Bid
includes the Debtor's business accounts and financial statements,
said purchaser must agree to bill for all goods and services which
are provided by and/or performed by the Debtor before the sale and
provide Debtor an account for all cash receipts from said
billings.

As a further provision in the order, it asks that the Court
authorizes the Debtor to accept the Back-Up Bid as the Winning Bid
and to consummate such bid if the Winning Bid is not consummated
when and as required by the terms of the Bidding Procedures Motion,
all without further notice to any party or order of the Court.  The
Debtor will promptly give notice to the Back-Up Bidder if the
Winning Bid is terminated and will provide the Back-Up Bidder a
reasonable period of time within which to close.

The Debtor shows that it has secured legal services and incurred
expenses necessary in effort to preserve and dispose of the
business properties described.  Accordingly, it asks a surcharge
from sale proceeds in an amount up to $175,000 for payment of the
following: (i) all fees and interest requested to be paid to the
Office of the U.S. Trustee, which will be paid in preference to
fees in part (ii) of this paragraph; (ii) to the extent allowed by
the Bankruptcy Court at any time, all accrued and unpaid fees,
disbursements, costs and expenses incurred by professionals or
professional firms retained by the Debtor or any committee
appointed under the Bankruptcy Code, excepting real estate
brokerage and/or investment banking success fees; (iii) Louisiana
and Rapides Parish sales and use and hotel/motel taxes for April
2018 in the total amount of $12,278 which are due on May 21, 2018
and any fees and penalties related to same if not satisfied by the
due date; and (iv) all costs and expenses of operating the hotel
and convention center incurred but not paid from the date of the
Petition, including all payments to the named Critical Vendors in
the Critical Vendor Motion and all utility payments; through the
date on which any such sale under the Motion is consummated.

Additionally, it asks that $20,000 of the surcharge be reserved for
any balance remaining due to Reinhart Foodservice, L.L.C., a
Critical Vendor in this matter, on both its pre-petition and
post-petition claims.  In order to satisfy the requested surcharge,
the Debtor proposes to escrow $175,000 from the sales proceeds with
counsel to the Debtor in the counsel's trust account to pay the
surcharged expenses delineated.

The Debtor shows that in light of its financial status, its present
need to maintain business operations, and its urgent need to
dispose of assets as set forth, the expenditures are necessary, the
amounts expended are reasonable, and the secured creditor will
benefit from these expenditures.

In an abundance of caution, the Debtor asks that any order
authorizing the proposed sale be effective immediately by providing
that the 14-day stay under Rule 6004 is inapplicable, so that the
Debtor may proceed to close on the transaction as expeditiously as
possible and within the time frames contemplated by the Debtor and
the Winning Bidder.

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

   http://bankrupt.com/misc/Alexandria_Investment_47_Sales.pdf

                About Alexandria Investment Group

Alexandria Investment Group, LLC, owns a hotel and convention
center located at 2225 and 2301 N. MacArthur Drive, Alexandria,
Louisiana, valued by the company at $2 million.  It also owns 12
acres of land in Alexandria, having a valuation of $300,000.

Alexandria Investment Group sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 18-80416) on April
24, 2018.  In the petition signed by Dr. Harry Hawthorne, member,
the Debtor disclosed $2.57 million in assets and $5.57 million in
liabilities.  

Judge John W. Kolwe presides over the case.


ALM XII: Fitch Rates Class E-R2 Notes 'B-sf'
--------------------------------------------
Fitch Ratings has assigned the following ratings and Rating
Outlooks to the refinancing notes issued by ALM XII Ltd.:

  --$429,750,000 class A-1-R2 notes 'AAAsf'; Outlook Stable;

  --$15,400,000 class E-R2 notes 'B-sf'; Outlook Stable.

The class A-1-R and E-R notes have been marked 'PIF'.

Fitch does not rate the class X-R2, A-2a-R2, A-2b-R2, B-R2, C-1-R2,
C-2-R2, D-R2 and subordinates notes.

TRANSACTION SUMMARY

ALM XII, Ltd. issued refinancing obligations class X-R2, A-1-R2,
A-2a-R2, A-2b-R2, B-R2, C-1-R2, C-2-R2, D-R2 and E-R2 notes
(collectively, the refinancing notes) and applied the net proceeds
thereof to redeem the existing class A-1-R, A-2a-R, A-2b-R, B-R,
C-1-R, C-2-R, D-R and E-R notes, respectively, at par (plus accrued
interest) on the refinancing date of May 17, 2018. The subordinated
notes were not refinanced. The portfolio will continue to be
managed by Apollo Credit Management (CLO), LLC.

Each class of refinancing notes was issued in the same principal
amount of the corresponding class of refinanced notes, except the
class E-R2 notes, which increased to $15.4 million from $11
million, and class X-R2 notes were issued. The refinancing notes
have the same terms as the previously outstanding classes, except
that the spreads have decreased. Spreads over LIBOR on the class
A-1-R2, A-2a-R2, A-2b-R2, B-R2, C-1-R2, C-2-R2, D-R2, and E-R2
notes decreased to 0.89%, 1.35%, 1.35%, 1.65%, 2.65%, 2.65%, 5.10%
and 6.40%, respectively, from 1.05%, 1.60%, 1.60%, 2.05 %, 3.20%,
3.20%, 5.40% and 6.05%, respectively.

KEY RATING DRIVERS

Sufficient Credit Enhancement: Credit enhancement (CE) of 36.0% and
6.0% for the class A-1-R2 and class E-R2 notes, respectively, in
addition to excess spread, are sufficient to protect against
portfolio default and recovery rate projections in the 'AAAsf' and
'B-sf' stress scenarios, respectively. The degree of CE available
to class A-1-R2 notes is below the average CE of recent CLO
issuances, while the CE available to the class E-R2 notes is in
line with the average. The transaction has a shorter weighted
average life (WAL) test of 6.4 years, and a two-year reinvestment
period remains.

'B'/'B-' Asset Quality: The average credit quality of the Fitch
stressed portfolio (FSP) is 'B'/'B-', which is comparable with
recent CLOs. Issuers rated in the 'B' rating category denote a
highly speculative credit quality; however, in Fitch's opinion,
class A-1-R2 and E-R2 notes are unlikely to be affected by the
foreseeable level of defaults. The class A-1-R2 and E-R2 notes are
projected to be able to withstand default rates of up to 61.8% and
38.6%, respectively.

Strong Recovery Expectations: The indicative portfolio consists of
96.4% first lien senior secured loans. Approximately 87.1% of the
indicative portfolio has either strong recovery prospects or a
Fitch-assigned Recovery Rating of 'RR2' or higher, resulting in a
base case recovery assumption of 79.1%. In determining the class
A-1-R2 and E-R2 notes' ratings, Fitch stressed the indicative
portfolio by assuming a higher portfolio concentration of assets
with lower recovery prospects and further reduced recovery
assumptions of higher rating stress assumptions, resulting in 38.3%
and 75.2% recovery rate assumptions in Fitch's 'AAAsf' and 'B-sf'
scenarios, respectively.

FITCH ANALYSIS

Fitch's analysis focused on the Fitch Stressed Portfolio (FSP),
given the resizing of the capital structure, change in the interest
diversion test and the manager's continued ability to reinvest
principal proceeds during the reinvestment period. As a result,
cash flow model analysis was conducted for this refinancing.

The FSP consisted of $770 million of loans, which represents the
target initial par amount, and incorporated the maximum
concentration limitations for obligor sizes, second-lien loans,
semi-annual paying assets and assets rated 'CCC+' or below, as well
as the following assumptions:

  --Maximum concentrations for the three largest industries (except
the largest industry already exceeded its limitation using Fitch's
industry classifications and was therefore maintained at 15.1% of
the portfolio);

  --Weighted average life of 6.4 years;

  --95.0% floating-rate assets earning a weighted average spread
(WAS) of 3.35% over LIBOR (per the targeted WAS trigger indicated
by the arranger) and 5.0% fixed assets earning a weighted average
coupon (WAC) of 7.50%.

Projected rating default rates (RDRs) and rating recovery rates
(RRRs) for the FSP were generated using Fitch's portfolio credit
model (PCM). The PCM RDR and RRR outputs for the 'AAAsf' rating
stress were 56.6% and 38.3%, respectively, for the FSP. The PCM RDR
and RRR outputs for the 'B-sf' rating stress were 31.1% and 75.2%,
respectively, for the FSP.

In the cash flow modeling analysis of the FSP, the class A-1-R2
notes passed the 'AAAsf' PCM hurdle rate of 56.6% in all nine
stress scenarios, with a minimum cushion of 5.2% occurring in the
mid-default timing, LIBOR-up stress scenario. Similarly, the class
E-R2 notes passed the 'B-sf' PCM hurdle rate of 31.1% in all six
stress scenarios (back loaded default timing is not tested for sub
investment grade ratings) with a minimum cushion of 7.5% occurring
in the mid-default timing, LIBOR-up stress scenario.

Fitch assigned 'AAAsf'/Stable to the class A-1-R2 notes because the
agency believes the notes can sustain a robust level of defaults,
combined with low recoveries, as well as other factors such as the
performance of the notes in the sensitivity scenarios. Although the
class E-R2 notes have a model-implied rating of 'B+sf', Fitch
assigned a 'B-sf'/Stable rating to such class, given the level of
credit enhancement, performance and results of the sensitivity
analysis that are in line with other 'B-sf' rated notes.

KEY PROVISION CHANGES

The reinvestment period remains unchanged and the stated maturities
of the notes are the same as the previously outstanding classes of
notes. However, the refinancing amended the following provisions of
the indenture via the Second Supplemental Indenture, which include
but are not limited to the following:

  --Interest Diversion Test was decreased to 102.9% from 103.5%;

  --Minimum Price definition was raised to 60% of par value from
50%;

  --Non-call period ends on January 2019 payment date;

  --Collateral quality matrix was modified;

  --Minimum Floating Spread shall in no event be lower than 2.20%
(decreased from 2.50%);

  --Reinvestment of proceeds of unscheduled principal payments and
credit risk sales are no longer permitted after the reinvestment
period.

RATING SENSITIVITIES

Fitch evaluated the structure's sensitivity to the potential
variability of key model assumptions including decreases in
recovery rates and increases in default rates. Fitch expects the
class A-1-R2 notes to remain investment grade even under the most
extreme sensitivity scenarios. Results for the class A-1-R2 notes
under these sensitivity scenarios ranged between 'AAAsf' and
'AA-sf'. Results for the E-R2 notes under these sensitivity
scenarios ranged between 'B+sf' and less than 'CCCsf'.


ALPHA SODA: Alpha Soda Restaurant Buying All Assets for $50K
------------------------------------------------------------
Alpha Soda Co., Inc., asks authorization from the U.S. Bankruptcy
Court for the Northern District of Georgia to sell substantially
all assets of the restaurant located at 11760 Haynes Bridge Road,
Alpharetta, Georgia, to Alpha Soda Restaurant Partners, LLC, for
$50,000.

As of the date of the Petition, the Landlord and Owner of the
subject Haynes Bridge Road shopping center property was an entity
called MVP Investment Co., which was, and remains, in Receivership
in Gwinnett County Superior Court; Michael G. Lambros being the
Receiver.

On Feb. 8, 2018, however, the Receiver sold the shopping center and
an adjacent parcel to a Stonewalk Companies entity, Stonewall Alpha
I, LLC, and that entity succeeded to the rights of Ownership of the
property and as Landlord to Alpha Soda as of about that date.

The filing of the Chapter 11 case was, in some senses, the
culmination of lengthy and bitterly-contested litigation by and
among various persons associated with MVP and Alpha Soda.
Ownership of MVP and Alpha Soda is overlapping; with George
Petrakopoulos, Sam Mellas and Gus Vranas, owners of MVP.  The
litigations have been between the MVP Receiver and/or Messrs.
Mellas and Vranas, on the one hand, and Messrs Petrakopoulos, and
Alpha Soda, at certain points, on the other.

The Debtor believes, and therefore alleges, that there are no valid
liens, claims or encumbrances as to the Property to be sold.  There
are no tax claims outstanding.  As the record of the case currently
shows, the largest creditor in the case is the MVP Receiver, with a
total between two claims of about $1.6 million.  The Owners of
Alpha Soda have claims as creditors in six figures and there are a
few small claims in favor of trade creditors totaling less than
$10,000.

The Debtor, by this Motion, proposes to sell all of its tangible
assets, including furniture, fixtures and equipment, inventory and
the like, together with intangibles such as good will, menu
information, any customer lists and the name and any rights in the
Alpha Soda name it may have.  The sale does not include any choses
in action the Debtor may have.  The total purchase price for the
purchase and sale to the Buyer is the sum of $50,000 which will be
paid upon approval of sale by the Court; closing to take place
promptly thereafter.  The Purchaser is an entity related to the
current realty owner/landlord.

All proceeds from the sale outlined will be held in escrow by the
attorney for the DIP and not distributed until subsequent Court
Order on notice and hearing as the Court deems appropriate.

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

    http://bankrupt.com/misc/Alpha_Soda_115_Sales.pdf

The proposed sale contemplates that the new Owner of Alpha Soda
will continue regular business operations of the restaurant at the
same location on Haynes Bridge Road on a downsized basis in
approximately 3,500-4,000 square feet of space.  It is contemplated
that current staff, of which there are approximately 12
long-standing employees of the Company, will continue to be
employed.  Charles Petrakopoulos may stay on for some period of
time as operator/manager but with no ownership interest in the
restaurant and with no agreement or established terms set now, but
on a basis to be negotiated later.

In the Debtor's judgment, the sale reflects a reasonable value and
reasonable business solution to what has been an exceedingly
difficult situation.  Given the potential time and expense of
preparing for the multiple hearings scheduled for May 23-24, 2019
and the risk or contingent nature of their outcome, not to mention
complexity of manifold issues, an expedited hearing makes
compelling sense.  Shortening notice is well within the Court's
discretion.

The Purchaser:

          Scott M. Boruff
          ALPHA SODA RESTAURANT PARTNERS, LLC
          Telephone: (865) 237-4448
          E-mail: scott@stonewalkco.com

                      About Alpha Soda Co.

Alpha Soda Co., Inc., engaged in the business of owning and
operating a restaurant located at 11760 Haynes Bridge Road,
Alpharetta, Georgia.  It has been in business for several decades.
It is the tenant, and was so at the time of filing the Petition, in
a small shopping center and was operating its
restaurant in about 6,000 square feet of a total 12,000 square foot
space.

Alpha Soda Co. filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ga. Case No. 17-55343) on March 23, 2017.  In the petition signed
by CEO Charles Petrakopoulos, the Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities.  George M.
Geeslin, Esq., is the Debtor's counsel.


AMG INTERNATIONAL: Headzup Buying Warehouse Racking System for $8K
------------------------------------------------------------------
AMG International, Inc., asks authority from the U.S. Bankruptcy
Court for the District of New Jersey to sell a warehouse racking
system located at 10637 Hathaway Drive, Santa Fe Springs,
California to Headzup Material Handling for $8,000.

In order to finance operations, France Sport, S.A., a company
incorporated under the laws of the Republic of France, loaned the
amount of at least $2,860,000 to the Debtor.  The loan was
evidenced by a term note, a loan and security agreement, and a
recorded UCC-1 financing statement.  

In accordance with the Loan Documents, France Sport, S.A. asserts a
first-priority lien against substantially all of the Debtor's
assets, including, without limitation, inventory, goods, accounts,
and cash and non-cash proceeds.

The Debtor was a party to a lease of a non-residential real
property relating to commercial warehouse space located on the
Premises.  It was authorized to reject the Lease effective April
30, 2018.  The Debtor undertook substantial efforts to locate a
buyer or buyers of the personal property located on the Premises.
As a result of these efforts, the Debtor was able to locate, inter
alia, a buyer for the racking system located on the Premises.
Absent a sale of these assets, the Debtor would have abandoned the
assets with the consent of France Sport, S.A.

The material terms of the Sale are:

     a. Seller: The Debtor

     b. Buyer: Headzup Material Handling

     c. Purchase Price: $8,000

     d. Insider: No

     e. Assets: Warehouse Racking System

     f. Location: 10637 Hathaway Drive, Santa Fe Springs,
California

     g. Other: (i) free and clear of claims, liens, interests and
encumbrances, and on an "as is, where is" basis without any
representations or warranties; (ii) good-faith purchaser
protections (11 U.S.C. Section 363(m)); and (iii) waiver of stay
(Fed.R.Bankr.P. 6004(h))

The rejection of the Lease was part of the Debtor's overall
restructuring efforts.  It undertook substantial efforts to locate
a buyer or buyers of the assets located on the Premises prior to
rejection.  As a result of these efforts, the Debtor received,
inter alia, an offer for the Racks from Buyer for payment in the
amount of $8,000, which includes costs associated with the removal
and transportation of the Racks.

Absent a sale of the Racks, the Debtor would abandon the Racks with
the consent of France Sport, S.A.  The Debtor believes it is in the
best interests of the estate to pursue the sale with the Buyer.
Finally, it believes the price is reasonable considering that the
Buyer previously purchased the racking systems in Illinois and
Georgia in sales approved by the Court for similar price.

Finally, the Debtor respectfully asks that the Court waives the
automatic stay of any order granting the Motion consistent with
Rule 6004(h) of the Federal Rules of Bankruptcy Procedure.

                    About AMG International

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

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

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

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

The Official Committee of Unsecured Creditors formed in the case
retained Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully,
LLC, as its counsel.


ANCHOR GLASS: Bank Debt Trades at 6% Off
----------------------------------------
Participations in a syndicated loan under which Anchor Glass
Container Corporation is a borrower traded in the secondary market
at 94 cents-on-the-dollar during the week ended Friday, May 11,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.40 percentage points from
the previous week. Anchor Glass pays 775 basis points above LIBOR
to borrow under the $150 million facility. The bank loan matures on
December 7, 2024. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'CCC+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 11.


ANDREOLA TERRAZZO: Taps Eric A. Liepins as Legal Counsel
--------------------------------------------------------
Andreola Terrazzo & Restoration, Inc., seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Eric A.
Liepins, P.C. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.

Eric Liepins, Esq., shareholder and the attorney who will be
handling the case, charges $275 per hour for his services.  The
hourly rates for paralegals and legal assistants range from $30 to
$50.

The firm received a retainer in the sum of $10,000.

Mr. Liepins disclosed in a court filing that his firm does not
represent any interest adverse to the estate of the Debtor.

The firm can be reached through:

     Eric A. Liepins, Esq.
     Eric A. Liepins, P.C.
     12770 Coit Road, Suite 1100
     Dallas, TX 75251
     Telephone: (972) 991-5591
     Telecopier: (972) 991-5788
     Email: eric@ealpc.com

              About Andreola Terrazzo & Restoration

Andreola Terrazzo & Restoration, Inc. --
http://www.andreolarestoration.com-- is a family company based in
North Texas.  It offers custom, commercial terrazzo installations,
flooring logos and emblems, concrete polishing and restoration
services.  Andreola Terrazzo is a member of the National Terrazzo
and Mosaic Association and has been in business since 1978.

Andreola Terrazzo & Restoration sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Texas Case No. 18-31577) on May
4, 2018.  In the petition signed by Brock Andreola, president, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.  Judge Barbara J. Houser
presides over the case.


BRANDENBURG FAMILY: Taps Coon & Cole as New Legal Counsel
---------------------------------------------------------
The Brandenburg Family Limited Partnership seeks approval from the
U.S. Bankruptcy Court for the District of Maryland to hire Coon &
Cole, LLC, as its new legal counsel.

Coon & Cole will replace Mehlman, Greenblatt & Hare LLC, the firm
initially employed by the Debtor as its legal counsel in connection
with its Chapter 11 case.

Marc Shach, Esq., at Coon & Cole, disclosed in a court filing that
he and his firm do not represent any interest adverse to the Debtor
and its estate.

The firm can be reached through:

     Marc E. Shach, Esq.
     Coon & Cole, LLC
     401 Washington Avenue, Suite 501
     Towson, MD 21204
     Phone: 410-630-4428
     Email: mes@cooncolelaw.com

                   About The Brandenburg Family
                        Limited Partnership

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

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

The Debtor hired Mehlman, Greenblatt & Hare, LLC as its legal
counsel, and Squire, Lemkin & Company, LLP as its accountant.

No creditors committee, trustee or examiner has been appointed in
the case.


CAMBRIDGE ANALYTICA: Files for Chapter 7 Liquidation
----------------------------------------------------
Cambridge Analytica LLC filed a chapter 7 petition on May 17, 2018,
in the U.S. Bankruptcy Court for the Southern District of New York.


The Debtor estimates its assets at $100,000 to $500,000 and its
liabilities at $1 million to $10 million.

The company has been prominent in the news in connection with
election-related advertising on Facebook.  As widely reported, CA
has been accused of improperly obtaining information on Facebook
users.  Facebook has indicated that data on about 87 million users
was grabbed when people completed a quiz hosted on the site.  This
information was then passed on to Cambridge Analytica which has
been accused of using it for political campaigning, according to a
BBC News report.

BBC reports that regulators have said that, despite the firm's
shutting down and laying off staff, they will still pursue a probe
into how the firm used Facebook data.

The Chapter 7 bankruptcy filing comes after its parent and U.K.
affiliates commenced insolvency proceedings in London.  On May 2,
2018, SCL Elections Ltd., as well as certain of its and Cambridge
Analytica LLC's U.K. affiliates filed applications to commence
insolvency proceedings in the U.K.  The Company immediately ceased
all operations and the boards applied to appoint insolvency
practitioners Crowe Clark Whitehill LLP to act as the independent
administrator for Cambridge Analytica.

Over the past several months, Cambridge Analytica has been the
subject of numerous accusations and, despite the Company's efforts
to correct the record, has been vilified for activities that it
says are not only legal, but also widely accepted as a standard
component of online advertising in both the political and
commercial arenas.   

In light of those accusations, Queen's Counsel Julian Malins was
retained to conduct an independent investigation into the
allegations regarding the Company's political activities.  Mr.
Malins' report concluded that the allegations were not "borne out
by the facts."  Regarding the conclusions set forth in his report,
Mr. Malins stated:

     "I had full access to all members of staff and documents in
the preparation of my report.  My findings entirely reflect the
amazement of the staff, on watching the television programmes and
reading the sensationalistic reporting, that any of these media
outlets could have been talking about the company for which they
worked.  Nothing of what they heard or read resonated with what
they actually did for a living."

A full-text copy of Mr. Malins' report is available at
https://is.gd/wgEhhe

Despite Cambridge Analytica's unwavering confidence that its
employees acted ethically and lawfully, which view is now fully
supported by Mr. Malins' report, the siege of media coverage has
driven away virtually all of the Company's customers and suppliers,
SCL said in a statement posted on its Web site.

"As a result, it has been determined that it is no longer viable to
continue operating the business, which left Cambridge Analytica
with no realistic alternative to placing the Company into
administration," the statement said.

"While this decision was extremely painful for Cambridge
Analytica's leaders, they recognize that it is all the more
difficult for the Company's dedicated employees who learned today
that they likely would be losing their jobs as a result of the
damage caused to the business by the unfairly negative media
coverage.  Despite the Company's precarious financial condition,
Cambridge Analytica intends to fully meet its obligations to its
employees, including with respect to notice periods, severance
terms, and redundancy entitlements."

Vincent John Green and Mark Newman, insolvency practitioners at
Crowe Clark Whitehill, were appointed independent Joint
Administrators of Cambridge Analytica (UK) Limited, SCL Group
Limited, SCL Analytics Limited, SCL Commercial Limited, SCL Social
Limited and SCL Elections Limited under order of the High Court.

They may be reached at:

     Crowe Clark Whitehill LLP
     4 Mount Ephraim Road
     Tunbridge Wells, Kent TN1 1EE
     E-mail: recoverysolutions@crowecw.co.uk

Adam C. Harris, Esq., at Schulte Roth & Zabel LLP, represents CA in
the U.S. Chapter 7 proceeding.

Cambridge Analytica LLC is a U.S.-based company which has a service
agreement with and the exclusive right to offer services in North
America on behalf of SCL Elections Ltd.  SCL is a privately owned
English data analytics company based in London that uses novel data
analysis to make predictions about the behavior of individuals.


CAMBRIDGE ANALYTICA: Voluntary Chapter 7 Case Summary
-----------------------------------------------------
Debtor: Cambridge Analytica LLC
        597 5th Avenue
        New York, NY

Business Description: Cambridge Analytica LLC, is a subsidiary of
                      London-based data analytics firm Cambridge
                      Analytica (UK) Limited.  Cambridge Analytica
                      offers data mining, analysis, and behavioral
                      communication solutions.  Cambridge
                      Analytica combines behavioral psychology
                      with a statistically robust research
                      methodology to provide the fullest picture
                      of consumer behavior, competition, and
                      trends.  Its clients include governments,
                      non-governmental organizations (NGOs),
                      commercial entities, and political parties.
                      The company was founded in 2013 and is
                      headquartered in New York, New York.  Visit
                      https://cambridgeanalytica.org for more
                      information.

Chapter 7 Petition Date: May 17, 2018

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

Case No.: 18-11500

Judge: Hon. Sean H. Lane

Debtor's Counsel: Adam Craig Harris, Esq.
                  SCHULTE ROTH & ZABEL, LLP
                  919 Third Avenue
                  New York, NY 10022
                  Tel: (212) 756-2000
                  Fax: (212) 593-5955
                  Email: adam.harris@srz.com

Estimated Assets: $100,000 to $500,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Julian Wheatland, authorized person.

A full-text copy of the Chapter 7 petition is available for free
at: http://bankrupt.com/misc/nysb18-11500.pdf


CATCH 22 LINY: Starfish Buying All Assets for $1.7 Million
----------------------------------------------------------
Catch 22 LINY Corp. asks the U.S. Bankruptcy Court for the Eastern
District of New York to approve the bidding procedures in
connection with the sale of substantially all assets to Starfish
Investor, LLC for $1.7 million, subject to overbid.

The hearing on the Motion is set for June 4, 2018 at 1:30 p.m.
(EST).  The objection deadline is May 28, 2018 at 4:00 p.m.  

Since the bankruptcy filing, the Debtor has been operating and
attempting to consummate a sale to a third party.  It was delayed
in finalizing any sale because of an action to terminate the Leases
which was filed by the Landlord in May 2017.  The attempt by the
Landlords to have the Leases deemed terminated pre-petition,
involved extensive litigation.  The trial on the Landlords' motion
concluded on Jan. 25, 2018 and an Order awarding judgment in favor
of the Debtor -- and finding that the Leases were not terminated --
was entered by the Court on April 23, 2018.  The Debtor now
proposes to conclude the sale of its assets subject to the
conditions set forth in the Sale Agreement.

By Order dated April 2, 2018, the Court approved the Debtor's
Disclosure Statement, and, on April 3, 2018, the Debtor served its
Modified Plan of Reorganization Dated March 28, 2018 and
solicitation package on all creditors and parties in interest.

Pursuant to the Plan, the Debtor intends to sell its business and
its assets to a group consisting of the Debtor's current management
team of Roy Feicco and Domenico Vecchie and Starfish  which is
owned by Catherine Quadrozzi, for $1.7 million subject to higher
and better offers at an auction sale.  Pursuant to the Plan, the
Leases are to be assumed by the Debtor and assigned to the Stalking
Horse in connection with the Sale.

Pursuant to the Sale Agreement, the Purchaser will acquire the
Purchased Assets including but not limited to, the Leases, the name
"Reel" and any trademarks or service marks related thereto; any
customer lists; all liquor and nonperishable food; all furniture
and fixtures; all glassware, flatware, dishes and bar related
implements and utensils; all computers, reservation and billing
hardware and software, including the POS system; the Leases and the
Debtor's possessory and tenancy interest in the Premises and, to
the extent assignable, the Debtor's liquor license.

In exchange for the Purchased Assets, the Purchaser will (i) pay a
purchase price of $1.7 million to the estate with an initial
payment of $140,000; (ii) deliver a secured promissory note to the
Debtor in the initial principal amount of $1,560,000, secured by a
lien on the Purchased Assets; and (iii) assume and indemnify the
Debtor and the estate against all non-professional administrative
liabilities attributable to the operation of the Debtor's business
incurred on or after the date of closing.  

The Note has a seven-year term and is payable by an initial
installment of $18,538 and 73 installments thereafter in the
amounts annexed to the Note as Schedule A, commencing on or around
the 30th day following the initial payment.  If there is a default,
the Note bears interest at the rate of 10% percent per annum, which
begins to accrue and becomes payable only upon a default and after
a cure period.

The Purchase Price is exclusive of the $150,000 advance the
Stalking Horse has deposited with the Debtor since Jan. 30, 2018.
But for these advances, the Debtor would not have been able to
maintain its operations and very likely would not have reopened and
would have been forced to convert to Chapter 7.

The Debtor asks approval of the Break-Up fee set forth in the Sale
Agreement in the amount of $150,000.  This is for actual funds
advanced to the Debtor and not any attorneys' fees or other costs
or benefits to the Stalking Horse.  But for the Stalking Horse and
its commitment to the Debtor and the transaction, there would be no
going concern business for a competing bidder to bid on.  The
Debtor believes that it is more than fair that a the successful
bidder reimburse the Stalking Horse's investment in the Debtor so
that the Stalking Horse comes out whole notwithstanding that there
are other costs, time, and effort and reasonable attorneys fees
that the Stalking Horse would not recoup.

The sale is required to close no later than 10 business days after
entry of the Sale Order.

Further, in order to ensure that that the sale is the estate's best
opportunity to maximize value for the benefit of its creditors, the
Debtor will consider any higher or better offers than the offer of
the Purchaser set forth in the Sale Agreement at Auction if such
Pre-Qualified Bidder registers as a Qualified Bidder by 6:00 p.m.
on June 4, 2018, and complies with the procedures set forth in the
Sales Procedures filed concurrently with the Sale Procedures
Motion.

The salient terms of the Bidding Procedures are:

     a. The Purchased Assets: Substantially all assets of the
Debtor

     b. Determination of Pre-Qualified Bidder Status: June 4, 2018,
at 4:00 p.m. (EST)

     c. Deposit: $50,000

     d. The Opening Bid: At least $50,000 more than $1.7 million on
the same or better terms as payment of the Purchase Price under the
Court approved Stalking Horse Sale Agreement

     e. Break-Up Fee: $150,000

     f. Assignment of Leases: The cure amount of $42,945 for the
Leases

     g. Auction: A live auction for the Purchased Assets will be
held on June 5, 2018 at 11:00 a.m. (ET) at the law offices of
McBreen & Kopko, 500 North Broadway, Suite 129, Jericho, New York.

     h. Closing Date: The Closing will occur on a date determined
by the Debtor which will be no later than seven days following the
entry of the Sale Approval Order.

     i. Sale Hearing: June 6, 2018 at 1:30 p.m. (ET)

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

    http://bankrupt.com/misc/Catch_22_163_Sales.pdf

The Debtor will sell the Purchased Assets in "as is" and "where is"
condition, with no representations or warranties, free and clear of
all liens, claims, and encumbrances.

The Debtor believes that the sale to the Purchaser is in the best
interests of the Debtor and its estate.  The proposed sale
represents the only viable offer it has received to date for the
purchase of the Purchased Assets and therefore the best opportunity
to maximize the value of the Purchased Assets.

The Debtor is asking that the stay under Bankruptcy Rule 6004(h) be
waived and that there be no stay of execution of the Sale Order
under Bankruptcy Rule 7062.

The Purchaser is represented by:

     REZNICK LAW, PLLC
     135 East 57th St.
     16th Floor
     New York, NY 10022

                  About Catch 22 LINY Corp.

Catch 22 LINY Corp. is a corporation incorporated under the laws of
the State of New York with a restaurant business located at 1 Main
Street and 99 Ocean Avenue, East Rockaway, New York.

An involuntary petition (Bankr. E.D.N.Y. Case No. 16-75160) was
filed against Catch 22 LINY Corp., dba Reel, under Chapter 11 of
the Bankruptcy Code on Nov. 5, 2016.  The petition was filed by
Anthony Chiodi, Willys Fish Corporation and Westbury Fish Co.,
Inc.

By answer dated Nov. 29, 2016, the Debtor consented to the entry of
an order for relief under Chapter 11 and on Dec. 2, the Court
entered an Order for Relief.

The case is assigned to Judge Robert E. Grossman.

The Debtor is represented by Robert J. Spence, Esq., at Spence Law
Office, P.C.  The Debtor hired E. Knice, CPA, P.C., as accountant.

The petitioners are represented by Joseph M. Mattone, Esq., at
Mattone, Mattone, Mattone, LLP.

An Official Committee of Unsecured Creditors has not been appointed
by the Office of the United States Trustee and a trustee or
examiner has not been appointed in this case.

The Debtor withdrew its designation/election as a "small business
debtor" on May 31, 2017.


CEC ENTERTAINMENT: Bank Debt Trades at 9% Off
---------------------------------------------
Participations in a syndicated loan under which CEC Entertainment
Inc. is a borrower traded in the secondary market at 90.54
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.94 percentage points from the
previous week. CEC Entertainment pays 325 basis points above LIBOR
to borrow under the $760 million facility. The bank loan matures on
February 14, 2021.  Moody's assigned a 'B2' rating while Standard &
Poor's gave a 'B-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, May 11.


CHRIST ON THE WESTSIDE: Taps Parham Properties as Broker
--------------------------------------------------------
Church of Christ on the Westside seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to hire a
real estate broker.

The Debtor proposes to employ Parham Properties, LLC, in connection
with the sale of its real property located at 465 Lyell Avenue,
City of Rochester, New York.

A commission of 6% of the sales price will be paid by the Debtor,
of which 50% will be paid to Parham Properties while the other 50%
will be paid to the buyer's agent.  

Parham Properties neither holds nor represents any interest adverse
to the Debtor's estate, the broker said.

The firm can be reached through:

     Terri Nunan
     Parham Properties, LLC
     9 Parham Drive
     Penfield, NY 14526
     Phone: (585) 645-8500
     Email: info@parhamproperties.com

              About Church of Christ on the Westside

Church of Christ on the Westside, also known as Westside Church of
Christ, is a Christian religious organization and a not-for-profit
corporation formed under section 402 of the New York Not-for-Profit
Corporation Law, with a principal place of business located at 469
Lyell Avenue, City of Rochester, New York.  

Church of Christ on the Westside sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-20104) on Feb.
2, 2018.  The Debtor tapped Dibble & Miller, P.C., as bankruptcy
counsel.


CHRIST ON THE WESTSIDE: Taps Sutton Deleeuw as Legal Counsel
------------------------------------------------------------
Church of Christ on the Westside seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to hire
Sutton, Deleeuw, Clark & Darcy as legal counsel.

The firm will assist the Debtor in connection with the closing of
the sale of its real property located at 465 Lyell Avenue, City of
Rochester, New York.

The Debtor has agreed to pay the firm on a fixed fee basis in the
net amount remaining after all other closing costs and
disbursements.

Rae Clark, Esq., a partner at Sutton, disclosed in a court filing
that he does not represent any interest adverse to the Debtor or
its estate.

The firm can be reached through:

     Rae Clark, Esq.
     Sutton, DeLeeuw, Clark & Darcy PLLC
     359 N. Washington Street
     Rochester, NY  14625
     Phone: 585-586-8060

              About Church of Christ on the Westside

Church of Christ on the Westside, also known as Westside Church of
Christ, is a Christian religious organization and a not-for-profit
corporation formed under section 402 of the New York Not-for-Profit
Corporation Law, with a principal place of business located at 469
Lyell Avenue, City of Rochester, New York.  

Church of Christ on the Westside sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-20104) on Feb.
2, 2018.  The Debtor tapped Dibble & Miller, P.C., as bankruptcy
counsel.


CLUB DEPORTIVO: Fundacien Buying All Assets for $800K
-----------------------------------------------------
Club Deportivo De Ponce, Inc., doing business as Actividades
Especiales, asks the U.S. Bankruptcy Court for the District of
Puerto Rico to approve sale of substantially all assets, including
it land, remaining buildings and work of arts, to Fundacien for
$800,000.

On March 2, 2017, Condado 5, LLC, as successor of the Economic
Development Bank for Puerto Rico ("EDB") filed the motion stating
having acquired EDB's credit against Debtor, submitting the
transfer of EDB's claim thereto for $1,008,822.  On June 2, 2017,
Condado asked the reopening of the captioned case, submitting as
cause therefor the Debtor's default under the Plan.  On April 12,
2018, the Court directed the reopening of the case.

It is obvious from the record of the case that Debtor has scarce or
no resources to implement the Plan.

Fundacien is interested in purchasing substantially all of the
Debtor's assets, including the land, remaining buildings and works
of art for $800,000, free and clear of all liens and encumbrances,
the $800,000, to be paid by Fundacion upon the approval of the sale
by the Court.

Counsel for the Debtor:

          Charles A. Cuprill, Esq.
          CHARLES A. CUPRILL, P.S.C.
          356 Fortaleza Street - Second Floor
          San Juan, PR 00901
          Telephone: (787) 977-0515
          Facsimile: (787) 977-0518
          E-mail: ccuprill@cuprill.com

                  About Club Deportivo De Ponce

Club Deportivo De Ponce, Inc., doing business as Actividades
Especiales, sought Chapter 11 protection (Bankr. D.P.R. Case No.
12-01794) on March 9, 2012.  In the petition signed by Gilberto
Sanchez Perez, clerk accountant, the Debtor estimated assets in the
range of $0 to $50,000 and $1 million to $10 million in debt.  The
Debtor tapped Juan Carlos Bigas Valedon, Esq., at Juan C Bigas Law
Office as counsel.

On Dec. 12, 2012, the Court confirmed the Debtor's plan of
reorganization and on March 17, 2014, it entered the final decree
in the case.


COREL CORP: Moody's Affirms B2 CFR on Revised Deal Structure
------------------------------------------------------------
Moody's Investors Service affirmed Corel Corporation's ("Corel") B2
Corporate Family Rating (CFR) and the B2 rating on its proposed
$250 million (downsized from $300 million) first lien term loan. At
the same time, Moody's downgraded the company's Probability of
Default Rating (PDR) to B3-PD from B2-PD and its proposed revolving
credit facility to B2 from Ba2 based on the revision to an all
first-lien debt structure with financial maintenance covenants,
which leads to a shift to an above average family recovery
assumption. The ratings outlook remains stable.

Moody's affirmed Corel's B2 CFR because the revised financing
structure does not alter Corel's high business risk while Moody's
also expects that the company's financial policy under private
equity ownership will remain aggressive, including the potential
for debt-funded dividends. The proceeds from the new first lien
term loan will be used to refinance existing debt, fund a sizable
distribution of approximately $190 million to its existing
shareholders, and pay transaction-related fees and expenses.
However, the revisions to the deal terms are moderately credit
positive because they will result in Corel's pro forma
debt-to-EBITDA leverage rising to roughly 3.4x instead of to 4.0x
based on the original structure, while modestly improving future
cash flows because cash interest will be roughly $4 million less
than originally planned. The total debt outstanding following the
revision of the previously proposed capital structure will be
approximately $50 million lower. In addition, the proposed term
loan and revolver will now include a maximum net leverage
maintenance covenant and will be subject to a higher required
mandatory debt repayment schedule in the first two years.

The downgrade of the first lien revolving credit facility to B2
from Ba2 follows the company's revised financing structure, which
now proposes that both the revolving credit facility and the term
loan are part of the same debt class and pari passu with each
other. The originally proposed capital structure featured a
revolving credit facility with a first-out waterfall provision that
provides a priority claim on asset sale proceeds relative to the
term loan in the event of default.

Given the proposed first lien debt structure (revolver and term
loan) with financial maintenance covenants, Moody's assumes a
higher than average family recovery rate (65% mean family recovery
in a default scenario) that drives the PDR downgrade to B3-PD.

Affirmations:

Corporate Family Rating at B2

Proposed $250 million (downsized from $300 million) gtd first lien
senior secured term loan due 2024 at B2, changed to (LGD3) from
(LGD4)

Downgrades:

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

Proposed $10 million gtd senior secured revolving credit facility
due 2023, to B2 (LGD3) from Ba2 (LGD1)

Outlook Actions:

Outlook, Stable

The assigned ratings remain subject to Moody's review of the final
terms and conditions of the proposed financing that is expected to
close in May 2018.

RATINGS RATIONALE

The B2 CFR reflects the company's moderately high pro forma
debt-to-EBITDA leverage, estimated at 3.4 times (Moody's adjusted
and incorporating all actioned cost reduction initiatives) as of
February 28, 2018, small size relative to its peers, high revenue
concentration within its top five products and its acquisitive
roll-up strategy. Given the highly competitive, mature and
fragmented markets for Corel's products, some with declining
revenues, along with its dependence on acquisitions for growth,
Moody's assesses the company's overall business risk to be high.
Within this backdrop, Moody's expects the company to generate very
modest low single digit revenue and earnings growth over the next
12-18 months with debt-to-EBITDA leverage declining to about 3.0
times, incorporating a $18.75 million annual mandatory debt
repayment. The rating also reflects the risk of potentially
aggressive financial policies under private equity ownership.

Corel's credit profile benefits from its diverse and well-known
product portfolio with a sizable active installed base of customers
globally, a global multi-channel platform with expanding ecommerce
capability, and a solid EBITDA margin. Following a six-year
business transformation, the company is now less reliant on the OEM
and retail channels and begun to invest heavily in growing sales
through the corporate license and ecommerce channels (85% of pro
forma 2/28/18 LTM revenue) focused around its core franchises
(WinZip, Graphics and MindManager), and harvesting its legacy
products and channels. While Corel's recurring maintenance and
subscription revenue mix (approximately 40% of pro forma revenue
and 68% re-occurring based on run-rate organic revenue business) is
below many rated software companies, it nevertheless provides good
revenue and operating cash flow stability. The rating is also
supported by Moody's expectation that the company will maintain
good liquidity over the next 12-15 months.

The stable rating outlook reflects Moody's view that the company
will achieve its cost savings goals while maintaining stable
revenues, improved profitability and generate free cash flow of at
least $45-50 million over the next 12-18 months.

Moody's expects Corel to maintain good liquidity over the next
12-15 months. Sources of liquidity consist of a cash balance of $15
million at the close of the transaction, free cash flow, and access
to funds under the new $10 million revolving credit facility
(undrawn at closing). Moody's expects balance sheet cash and cash
flow from operations to be more than sufficient to cover working
capital needs and capital requirements over the next 12 months with
annual free cash flow of at least $45 million. The revolver and
term loan are expected to have a maximum financial leverage
covenant of 4.25x with one step-down to be determined. The company
is not expected to utilize the revolver during the next 12-15
months and is expected to remain well in compliance with covenant.

An upgrade in the near term is unlikely given Corel's high business
risk and private equity ownership. However, achievement of
consistent high organic revenue growth and free cash flow levels,
product diversification, credit metrics consistent with current
solid levels and good liquidity, including balanced financial
policies could result in a positive rating action.

The ratings could be downgraded if: (1) revenue or profitability
decline; (2) debt-to-EBITDA (Moody's adjusted) is expected to
remain above 4.5 times; (3) liquidity deteriorates for any reason;
or (4) Corel incurs additional debt to fund acquisitions or
shareholder returns.

Corel Corporation, founded in 1985 in Ottawa, Canada, is a global
packaged software vendor that develops and markets consumer
software covering graphics, compression, production, digital media,
structured virtualization software and sales enablement solutions.
The company's well-known brands include WinZip, Corel DRAW and
MindManager which are marketed and sold mainly through a
distribution platform comprising of global e-stores and network of
resellers. Corel has been owned by Vector Capital since January
2010 following a go-private transaction.

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


CPI INTERNATIONAL: S&P Alters Outlook to Neg. & Affirms 'B' CCR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on CPI International Inc. to
negative from stable 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 debt and our 'CCC+' issue-level rating
on its second-lien term loan. The '4' recovery rating on the
first-lien debt remains unchanged, indicating our expectation for
average (30%-50%; rounded estimate: 45%) recovery in a default
scenario. The '6' recovery rating on the second-lien term loan also
remains unchanged, indicating our expectation for negligible
(0%-10%; rounded estimate: 5%) recovery in a default scenario.

"While we expect CPI's credit ratios to improve over the next 12
months, the negative outlook reflects that the company's
debt-to-EBITDA could remain above 7x if costs associated with
facilities consolidation, delays in its new facility expansion, and
weak demand in its commercial satellite communications market
prevent it from increasing its earnings as we expect. A
weaker-than-expected performance in the commercial satellite
communications market and increased costs associated with the
consolidation of one of CPI's manufacturing facilities and the
creation of a separate new facility have caused the company's
revenue and earnings to be weak so far in fiscal-year 2018 (which
ends on Sept. 28, 2018). We now expect CPI's debt-to-EBITDA to be
in the 8.0x-8.5x range in 2018, which compares with our previous
forecast of 6.5x-7.0x. However, we anticipate that the company's
debt-to-EBITDA will decline below 7.0x in 2019 as increasing
commercial satellite communications demand lifts its earnings and
management realizes cost reductions from its manufacturing
facilities.

"The negative outlook on CPI reflects our expectation that the
company's credit metrics will only improve modestly in fiscal-year
2018 due to continued delays in the growth of its commercial
satellite communications program and slightly lower margins
(because of costs associated with its new and consolidated
facilities). These factors should cause CPI's debt-to-EBITDA remain
near 8x. While we expect that the company's credit ratios will
ultimately improve, we are uncertain of the timing of this
improvement.

"We could lower our ratings on CPI if the company's debt-to-EBITDA
continues to exceed 7x over the next 12 months. This would most
likely be due to the company falling further behind schedule with
its new and consolidated facilities, continued program delays, or
significant debt-financed acquisitions.

"We could revise our outlook on CPI to stable if its debt-to-EBITDA
declines below 7x and the company's owners commit to maintain or
improve this ratio going forward even with future dividends or
acquisitions. This could occur if CPI's earnings increase due to an
improvement in the commercial satellite communications market and
its costs decline as its new facilities become operational."


CREDITCORP: Refinancing Prompts S&P to Put 'CCC' Rating on Watch
----------------------------------------------------------------
S&P Global Ratings said it placed its 'CCC' issuer credit rating on
Creditcorp on CreditWatch with developing implications.

S&P said, "At the same time, we also placed the 'CCC' issue ratings
on the company's 12% senior notes due July 2018 on CreditWatch with
developing implications.  

"The CreditWatch listing with developing implications balances the
firm's imminent plans to refinance its debt, which we view
positively, against the firm's weak interest coverage ratios and
uncertainty over how earnings could be affected by Consumer
Financial Protection Bureau (CFPB) payday rules, which are slated
to go into effect in August 2019."

On May 3, 2018, Creditcorp entered into a nonbinding letter of
intent regarding a $175 million senior secured term credit
facility. The company plans to use proceeds from the new facility
to refinance its existing $162 million of senior notes by drawing
$150 million and using balance sheet cash, which ended 2017 at $42
million. The new credit facility has a floating interest rate based
on LIBOR plus a fixed margin with an original term of three years.
We view the company's adjusted EBITDA coverage of interest expense
of 2.6x (which incorporates operating lease adjustments) and 1.1x
on a reported level as highly leveraged, which provides weak
protection to the senior noteholders. S&P therefore believes that
if the interest rate on the new facility is greater than the 12%
coupon on the existing notes, an already weak interest coverage
ratio would likely worsen.

Although the company may request a one-year extension on the new
facility every year, the lender has sole discretion to grant or
reject it, a condition S&P views negatively. Creditcorp and the
lender expect to reach an agreement by June 1, 2018. In December
2017, Creditcorp terminated its $15 million revolving credit
agreement with Wells Fargo Bank N.A.

From a financial standpoint, revenues declined 2.1% in 2017 to
$369.4 million. Adjusted EBITDA declined 6.4% to $52.4 million.
S&P's calculation of EBITDA increases earnings by $30 million
because we also add $78 million of operating lease liabilities to
debt. The company's measure of adjusted EBITDA, which excludes
operating lease adjustments, shows EBITDA dropping to $19.4 million
versus $26.4 million in 2016, a 26% decline.

S&P said, "We believe the steep drop in EBITDA highlights the risk
of the company's repositioning strategy into less profitable
products, albeit ones with less regulatory risk. Revenues from
store-based payday advances (29% of revenues) declined by 20% to
$108 million due to store closures and automobile title loans (16%
of revenues) decreased by 23% to $61.4 million as a result of
decreased demand, increased write-offs, and increased competition.
The decline was mitigated by a 55% increase in store-based
unsecured consumer loans and lines of credit to $90 million, which
accounts for 24% of revenue.

"We expect to resolve the CreditWatch listing as soon as the new
facility is finalized and we have more clarity about what the new
interest rate and EBITDA coverages will be. If the company is able
to pay off its existing senior secured notes at par and receive
favorable financing terms on its new facility, we could raise the
rating.

"If the refinancing is not consummated by the first week of June or
if the new debt terms are onerous, we could lower the ratings by
one or more notches. If the company is unable to refinance its
existing notes and engages in a distressed transaction, which we
view as tantamount to default, we will lower the issuer credit
rating to 'SD' (selective default) and issue rating to 'D'
(default).

"We will revise our recovery analysis once we have a term sheet on
refinancing the existing senior notes and a revised capital
structure."


CS360 TOWERS: Trustee's Sale of Condo Unit 307 $390K Approved
-------------------------------------------------------------
Judge Robert S. Bardwil of the U.S. Bankruptcy Court for the
Eastern District of California authorized Bradley Sharp, the
Chapter 11 Trustee of CS360 Towers, LLC, to sell the Condo Unit 307
located at 500 N Street, Sacramento, California to Mark B. Adams
and Therese A. Adams for $390,000.

The Trustee is authorized to pay the following claims at closing of
the sale: (i) Net Sale Proceeds of approximately $334,586 to Leo J.
Speckert, Trustee of the California Capital Loans, Inc. Profit
Sharing Plan, which will be applied to fees, costs, interest, and
late charges, and then to principal, so that the loan to Speckert
is brought current to the extent possible; and (ii) the payments
described.

The Buyers have not assumed any liabilities of the Debtor.

The Trustee, and any escrow agent upon the Trustee's written
instruction, will be authorized to make such disbursements on or
after the closing of the sale as are required by the purchase
agreement or order of this Court, including, but not limited to,
(a) all delinquent real property taxes and outstanding
post-petition real property taxes pro-rated as of the closing with
respect to the real property included among the purchased assets;
and (b) the closing costs identified in Exhibit B to the Exhibit
List submitted with the Application, including broker commissions.

Except as otherwise provided in the Motion, the Sale Assets will be
sold, transferred, and delivered to Buyers on an "as is, where is"
or "with all faults" basis.

The Order will be effective immediately upon entry.  No automatic
stay of execution, pursuant to Rule 62(a) of the Federal Rules of
Civil Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies
with respect to the Order.

                        About CS360 Towers

CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 17-20731) on Feb. 3, 2017.  Mark D. Chisick, manager,
signed the petition.  The Debtor tapped Stephan M. Brown, Esq., at
the Bankruptcy Group, P.C., as counsel.  At the time of filing, the
Debtor disclosed total assets of $18.46 million and total
liabilities of $5.72 million.

The case is assigned to Judge Robert S. Bardwil.  

Bradley Sharp was appointed as Chapter 11 Trustee for the estate of
CS360 Towers, LLC pursuant to order of the court dated March 15,
2017.  The assets of the estate include condominium units (both
residential and commercial) in the building located at 500 N.
Street, Sacramento, California, and various claims and causes of
action.

Attorneys for Chapter 11 Trustee Bradley Sharp:

         Jamie P. Dreher, Esq.
         Downey Brand LLP
         621 Capitol Mall, 18th Floor
         Sacramento, CA 95814-4731
         Telephone: (916) 444-1000
         Facsimile: (91b) 444-2100
         E-mail: jdreher@downeybrand.com


DETROIT COMMUNITY SCHOOLS: S&P Sees Negative Outlook
----------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'B-' long-term rating on Detroit Community Schools
(DCS), Mich.'s series 2005 public school academy revenue bonds.

"The negative outlook reflects a deterioration in DCS's credit
characteristics, with another enrollment decrease in fall 2017, and
weak financial metrics in fiscal 2017 that amplify the school's
already susceptible position," said S&P Global Ratings credit
analyst Shivani Singh.

The school was not in compliance with its bonded debt financial
covenant in fiscal 2017. S&P said, "We understand bondholders have
not exercised remedies to accelerate these bonds. We believe the
bonds could be vulnerable to nonpayment, but believe DCS currently
has the capacity to continue to meet its financial obligations
given its valid charter contract for at least another year (through
June 30, 2019), access to yearly short-term cash-flow borrowing
under state aid anticipation notes, and management's expectation
for improved operations and liquidity in fiscal 2018 as it
continues spending reductions." The $1.3 million debt service
reserve funds as of June 30, 2017, and bonds' full faith and credit
pledge to appropriate funds annually in support of debt service
through a state-aid pledge agreement also provide bondholder
protection at this time.


DITECH HOLDING: Bank Debt Trades at 4% Off
------------------------------------------
Participations in a syndicated loan under which Ditech Holding
Corp. is a borrower traded in the secondary market at 95.67
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.06 percentage points from the
previous week. Ditech Holding pays 600 basis points above LIBOR to
borrow under the $1.156 billion facility. The bank loan matures on
June 30, 2022. Moody's rates the loan 'Caa2' and Standard & Poor's
gave 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 11.


DYNAMIC MRI: Taps C. Conde & Associates as Legal Counsel
--------------------------------------------------------
Dynamic MRI & 3D CT CSP seeks approval from the U.S. Bankruptcy
Court for the District of Puerto Rico to hire C. Conde & Associates
as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors for the purpose of
arranging the orderly liquidation of its assets and for proposing a
plan of reorganization; and provide other legal services related to
its Chapter 11 case.

The firm will charge these hourly rates:

     Carmen Conde Torres, Esq.     $300
     Associates                    $275
     Junior Attorney               $250
     Legal Assistants              $150

Conde received a retainer of $15,000 from the Debtor.

Carmen Conde Torres, Esq., disclosed in a court filing that she and
other employees of the firm do not represent or hold any interest
adverse to the Debtor and its estate.

The firm can be reached through:

     Carmen D. Conde Torres, Esq.
     C. Conde & Associates
     254 San JosĂ© Street, 5th floor
     Old San Juan, PR 00901
     Tel: (787) 729-2900
     Fax: (787) 729-2203
     Email: condecarmen@condelaw.com

                   About Dynamic MRI & 3D CT CSP

Dynamic MRI & 3D CT CSP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. P.R. Case No. 18-02525) on May 7, 2018.
At the time of the filing, the Debtor estimated assets of less than
$1 million and liabilities of less than $1 million.  Judge Enrique
S. Lamoutte Inclan presides over the case.


EAGLECLAW MIDSTREAM: Bank Debt Trades at 2% Discount
----------------------------------------------------
Participations in a syndicated loan under which EagleClaw Midstream
Ventures is a borrower traded in the secondary market at 97.81
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.84 percentage points from the
previous week. EagleClaw Midstream pays 450 basis points above
LIBOR to borrow under the $1.25 billion facility. The bank loan
matures on June 22, 2024. Moody's rates the loan 'B3' and Standard
& Poor's gave a 'B' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, May 11.


EP ENERGY: Moody's Rates Proposed Sec. Notes 'B1', Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to EP Energy LLC's
(EPE) proposed senior secured notes due 2026. The net proceeds from
the offering will be used to repay a portion of outstanding
borrowings under the RBL credit agreement and for general corporate
purposes. EPE's existing ratings, including the Caa1 Corporate
Family Rating (CFR), Caa1-PD Probability of Default Rating, B3
rating on the existing 1.25 lien senior secured notes, Caa2 ratings
on the 1.5 lien senior secured notes and second lien term loan, and
Caa3 ratings on its senior unsecured notes and SGL-3 Speculative
Grade Liquidity (SGL) rating were affirmed. The rating outlook is
stable.

"The debt issuance will improve EP Energy's liquidity and provide
funds for further development of its oil & gas assets", commented
James Wilkins, Moody's Vice President.

The following summarizes the ratings activity:

Assignments:

Issuer: EP Energy LLC

Gtd Senior Secured Notes, Assigned B1 (LGD2)

Affirmations:

Issuer: EP Energy LLC

Probability of Default Rating, Affirmed Caa1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed Caa1

Senior Secured Second Lien Term Loan, Affirmed Caa2 (LGD5)

Gtd Senior Secured Notes, Affirmed B3 (LGD3)

Senior Secured Notes, Affirmed Caa2 (LGD4)

Senior Unsecured Notes, Affirmed Caa3 (LGD6)

Outlook Actions:

Issuer: EP Energy LLC

Outlook, Remains Stable

RATINGS RATIONALE

The proposed senior secured notes due 2026 are rated B1 (three
notches above the Caa1 CFR) consistent with Moody's
loss-given-default rating methodology, reflecting the secured
notes' junior priority claim relative to debt obligations under the
$629 million RBL credit agreement and senior priority claim
relative to other secured and unsecured debt obligations in EP
Energy's capital structure. The affirmation of the ratings on the
existing debt reflects the reduction in the RBL credit agreement
commitments and issuance of $1 billion of new secured debt.
However, the existing debt ratings could be impacted if the size of
the amended revolver and new secured notes change.

EPE's Caa1 CFR reflects the company's high leverage as well as
Moody's expectation that the company will outspend its funds from
operations as it develops its acreage and increases production
volumes. The company expects to spend $600 million - $650 million
in 2018, of which about one-half will be spend in the Eagle Ford.
Despite reducing debt by around $1 billion in 2016 and a focus on
limiting negative free cash flow generation, the company still has
elevated leverage ($4.2 billion of balance sheet debt as of March
31, 2018; retained cash flow to debt was below 10% in the first
quarter 2018). Moody's estimates that EPE's asset coverage (PV-10
value relative to debt) is less than 1.0x, which is indicative of
high leverage. In addition, EPE faces a heavy cash interest expense
(more than $300 million per year), which adds approximately $11 per
boe to its cost structure. The company's consistent hedging
practices somewhat buffers its cash flows from the full effects of
low and volatile commodity prices. EPE's had hedges covering 85% of
estimated 2018 production volumes, as of the end of the first
quarter.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's
expectation EPE will maintain adequate liquidity through mid-2019.
Its liquidity is supported by minimal cash balances ($19 million of
unrestricted cash as of March 31, 2018), $565 million of
availability under its $1.36 billion first lien revolving credit
facility due May 24, 2019 (net of $775 million of borrowings and
approximately $19 million of letters of credit) and EPE's cash flow
from operations. Following the completion of the notes offering,
EPE plans to repay existing borrowings and amend the RBL facility
terms. The new facility will have $629 million of commitments
($1.36 billion borrowing base following the April 2018
re-determination), mature November 23, 2021, and will be undrawn.
Under Moody's price estimates the company will generate negative
free cash flow in 2018 under an increased capital spending program,
but we expect the revolver will have more than sufficient borrowing
capacity to fund the outspend of cash flow from operations. The
amended RBL facility will have two financial covenants: (1) a
maximum first lien net debt to EBITDAX ratio of 2.25x and (2)
minimum current ratio of 1.0x, which Moody's expects EPE will be
able to comply with through mid-2019. EPE's alternative sources of
liquidity are limited, as a significant portion of its assets are
pledged as collateral to its secured debt; however, the company has
begun to use joint venture drilling arrangements to ease its heavy
capital requirements. Through May 2019, $30 million of term loan
debt matures. Following the RBL credit agreement amendment, the
next large debt maturity is in May 2020 when $246 million of senior
unsecured notes mature.

The rating outlook is stable, reflecting Moody's expectation that
EPE will grow its production volumes and improve its cash flow
metrics. An upgrade could be considered if the company reduces its
debt and maintains retained cash flow to debt above 15% while
growing production or keeping production relatively flat. The
ratings could be downgraded if liquidity deteriorates or retained
cash flow to debt is expected to remain below 5% for a sustained
period.

The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.

EP Energy LLC, headquartered Houston, Texas, is an independent
exploration & production company with operations in the Permian,
Eagle Ford and Altamont basins.


EP ENERGY: S&P Rates New 1.125-Lien Senior Secured Notes 'B'
------------------------------------------------------------
S&P Global Ratings has assigned its 'B' issue-level rating and '1'
recovery rating to the U.S.-based exploration and production
company EP Energy LLC's new 1.125-lien senior secured notes. The
'1' recover rating indicates S&P's expectation for very high (90%
to 100%; rounded estimate: 95%) recovery in the event of default.

The corporate credit rating remains 'CCC+' with a negative outlook.
The issue-level rating on the company's 1.25-lien senior secured
notes remains 'B' with a '1' recovery rating.

Additionally, the issue-level ratings on the company's remaining
debt, including the 1.5-lien secured notes, the second-lien secured
notes and the senior unsecured debt remains 'CCC-' with a '6'
recovery rating. The '6' recovery rating indicates S&P's
expectation of neglible (0% to 10%; rounded estimate: 0%) recovery
in the event of default.

S&P said, "We expect the company to use the proceeds from the new
secured notes to repay borrowing under the reserve-based lending
credit facility as well as other general corporate purposes. We do
not expect the new notes to have any material impact on expected
leverage."

  Ratings List
  EP Energy LLC
  Corporate credit rating           CCC+/Negative/--

  New Rating
  EP Energy LLC
   Senior Secured
    1.125-lien notes                B
     Recovery rating                1(95%)


ERA GROUP: S&P Affirms 'B-' Corp Credit Rating, Outlook Negative
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Houston-based helicopter service provider Era Group Inc. The rating
outlook is negative.

S&P said, "At the same time, we affirmed our 'B-' issue-level
rating on the company's senior unsecured debt. The recovery remains
'3', reflecting our expectation of meaningful (50%-70%; rounded
estimate: 65%) recovery in the event of payment default.

"The affirmation of the corporate credit rating reflects our view
that Era Group continues to perform within our expectations based
on the fragile recovery of the offshore oil and gas market. With
approximately 90% of revenue (as of March 31, 2018) derived from
oil and gas operators and a rise in oil prices over the past year,
ERA has had a modest increase in demand for its services in the
Gulf of Mexico. An increase in heavy and medium helicopter
utilization related to the oil and gas industry in the first
quarter of 2018 led to slightly higher revenue per flight hour and
gross margins. However, contracts are mostly short term, limiting
visibility over our forecast period. We continue to expect that
offshore helicopter service providers will see lower utilization
and increased pricing pressure in their oil and gas segments at
least through 2019. The company recently sold its Alaska
flightseeing assets for $10 million in February of 2018. We expect
this to have a minimal impact on the rating as the segment
contributed only about 2% of total revenues in 2017.

"The negative outlook reflects our view that Era's leverage could
increase and remain above levels we view as appropriate for the
corporate credit rating over the next two years. This would most
likely occur if the company's revenue and EBITDA margins are weaker
than we expect as the offshore oil and gas sector continues to
experience a decline in activity and related spending.

"We could lower the rating if the company's FFO to debt falls to a
level we view as unsustainable, or if its liquidity deteriorated to
levels we no longer view as adequate. We believe this could occur
if commodity prices decline further for an extended period, which
would result in lower demand and pricing for Era's helicopter
services.

"We could consider revising the outlook to stable if FFO to debt
remained comfortably close to 12% on a sustained basis while
liquidity remained adequate. This could occur if revenue and
margins continue to improve in the company's oil and gas segment,
which would likely be a result of an improvement in commodity
prices and increased offshore spending by oil and gas exploration
and production companies."


EV ENERGY PARTNERS: Hires Deloitte as Bankruptcy Advisor
--------------------------------------------------------
EV Energy Partners, L.P., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Deloitte Transactions and Business Analytics LLP, as
bankruptcy advisory services provider to the Debtors.

EV Energy Partners requires Deloitte to:

   a. advise the Debtors in the execution of a bankruptcy filing
      strategy;

   b. advise the Debtors on the development of a creditors'
      matrix;

   c. advise the Debtors on cash control procedures;

   d. advise the Debtors on stakeholder relationship strategy;

   e. advise the Debtors on ledger and accounts payable system
      cutoffs;

   f. advise the Debtors on the development of information for
      the first day motions;

   g. advise the Debtors on their development of their Statement
      of Financial Affairs;

   h. advise the Debtors on their development of their Schedules
      of Assets and Liabilities;

   i. advise the Debtors on their development of monthly
      operating reports;

   j. advise the Debtors in their efforts to process claims filed
      in the Chapter 11 Cases; and

   k. advise the Debtors on other general corporate restructuring
      matters.

Deloitte will be paid at these hourly rates:

     Partner/Principal                         $715
     Managing Director                         $645
     Senior Manager/Senior Vice President      $560
     Manager/Vice President                    $485
     Senior Consultant                         $440
     Consultant                                $390
     Paraprofessional                          $350

In the 90 days prior to the Petition Date, the Debtors paid
Deloitte $380,898.47, including retainer amounts, for services
performed and to be performed. As of the Petition Date, $55,760.52
of the retainer amounts
remained outstanding.

Deloitte will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Anthony J. Jackson, principal of Deloitte Transactions and Business
Analytics LLP, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.

Deloitte can be reached at:

     Anthony J. Jackson
     DELOITTE TRANSACTIONS AND
     BUSINESS ANALYTICS LLP
     2200 Ross Avenue, Suite 1600
     Dallas, TX 75201
     Tel: (214) 840-7000

                 About EV Energy Partners, L.P.

EV Energy Partners, L.P. -- https://www.evenergypartners.com/ -- is
a publicly traded, master limited partnership engaged in acquiring,
producing and developing oil and natural gas properties. The
company is headquartered in Houston, Texas.

EV Energy Partners and 13 of its subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 18-10814) on April 2, 2018.

The Debtors disclosed total assets of $1.442 billion and total debt
of $813.8 million as of Dec. 31, 2017.

The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; Parella Weinberg
Partners LP as financial advisor; Deloitte & Touche LLP as
restructuring advisor; and Prime Clerk LLC as notice, claims &
balloting agent and administrative advisor.


EV ENERGY PARTNERS: Taps Deloitte & Touche as Independent Auditor
-----------------------------------------------------------------
EV Energy Partners, L.P., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Deloitte & Touche LLP, as independent auditor to the
Debtors.

EV Energy Partners requires Deloitte & Touche to:

   a. obtain an understanding of internal control sufficient to
      plan the audit and to determine the nature, timing, and
      extent of audit procedures to be performed;

   b. examine, on a test basis, evidence supporting the amounts
      and disclosures in the financial statements;

   c. inquire directly of the Audit Committee regarding (1) its
      views about fraud risks, (2) whether it has knowledge of
      any actual, suspected, or alleged fraud affecting the
      Debtors, and (3) whether it is aware of tips or complaints
      regarding the Debtors' financial reporting;

   d. assess the accounting principles used and significant
      estimates made by the management; and

   e. evaluate the overall financial statement presentation.

Deloitte & Touche will be paid at these hourly rates:

     Partner/Managing Director                  $300
     Senior Manager                             $223
     Manager                                    $187
     Senior Associate                           $174
     Staff and Other Professionals              $133-$148

In the 90 days prior to the Petition Date, the Debtors paid
Deloitte & Touche $380,898.47, including retainer amounts, for
services performed and to be performed. As of the Petition Date,
$55,760.52 of the retainer amounts remained outstanding.

Deloitte & Touche will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Eric Rothe, partner of Deloitte & Touche LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Deloitte & Touche can be reached at:

     Eric Rothe
     DELOITTE & TOUCHE LLP
     1111 Bagby Street, Suite 4500
     Houston, TX 77002
     Tel: (713) 982-2000

              About EV Energy Partners, L.P.

EV Energy Partners, L.P. -- https://www.evenergypartners.com/ -- is
a publicly traded, master limited partnership engaged in acquiring,
producing and developing oil and natural gas properties. The
company is headquartered in Houston, Texas.

EV Energy Partners and 13 of its subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 18-10814) on April 2, 2018.

The Debtors disclosed total assets of $1.442 billion and total debt
of $813.8 million as of Dec. 31, 2017.

The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; Parella Weinberg
Partners LP as financial advisor; Deloitte & Touche LLP as
restructuring advisor; and Prime Clerk LLC as notice, claims &
balloting agent and administrative advisor.


EXPERT CAR: Seeks to Hire Soldnow as Auctioneer
-----------------------------------------------
Expert Car Care 4, LLC, seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire an auctioneer.

The Debtor proposes to employ Soldnow, LLC in connection with the
sale by auction of substantially all of its assets.

Soldnow, which conducts business under the name Tranzon Driggers,
will receive compensation according to this fee arrangement:

   (i) 100% of the buyer's premium, equal to 10% of the purchase
price of the assets, if someone other than Regions Bank is the
highest bidder at the auction;

  (ii) 10% of the purchase price if the assets are sold
pre-auction, post-auction or in the event of a sale or transfer of
the note and mortgage;

(iii) $15,000 if Regions Bank is the highest bidder at the
auction, which will be paid by the bank;

  (iv) Soldnow will offer 2% of the highest bid to any cooperating
broker when his client closes on the purchase of the assets.  

In the event the buyer is not represented by a broker, the 2% will
be retained by the Debtor's bankruptcy estate.

In addition, the Debtor will advance the marketing costs to Soldnow
in an amount not to exceed $10,000 upon court approval of the
firm's employment.

A fee in the amount of $5,000 will be paid to the firm should the
Debtor choose to either cancel the auction or not to sell the
assets on auction day for any cause.

Soldnow does not hold or represent any interests adverse to the
Debtor and its estate, according to court filings.

The firm can be reached through:

     Jon K. Barber
     Soldnow, LLC
     101 East Silver Springs Blvd., Suite 304
     Ocala, FL 34470
     Tel: 877-374-4437
     Cell: 352-812-2093
     Fax: 352-369-9295
     Email: jbarber@tranzon.com

                      About Expert Car Care

Expert Car Care 3, LLC and Expert Car Care 4, LLC are
privately-held companies in Sanford, Florida, engaged in automotive
repair and maintenance.

Expert Car Care 3 and Expert Car Care 4 sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No.
18-01439) on March 16, 2018.  In the petition signed by James Sada,
managing member, the Debtors estimated assets of less than $1
million and liabilities of $1 million to $10 million.  Judge
Cynthia C. Jackson presides over the cases.  Aldo G. Bartolone,
Jr., Esq., at Bartolone Law, PLLC, serves as bankruptcy counsel to
the Debtors.


EXPERT CAR: Taps Pamela Henley as Accountant
--------------------------------------------
Expert Car Care 3, LLC and Expert Car Care 4, LLC seek approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to hire an accountant.

The Debtors propose to employ Pamela Henley to prepare their
monthly operating reports and tax returns, and provide other
accounting services needed for the operation of their business.

Ms. Henley will charge $65 per hour for accounting services
provided to the Debtors.  The fee for any testimony whether at
deposition or in court will be charged at a rate of $150 per hour.

In a court filing, Ms. Henley disclosed that she is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Ms. Henley maintains an office at:

     Pamela J. Henley, EA
     343 N. Fern Creek Avenue
     Orlando, FL 32803

                      About Expert Car Care

Expert Car Care 3, LLC and Expert Car Care 4, LLC are
privately-held companies in Sanford, Florida, engaged in automotive
repair and maintenance.

Expert Car Care 3 and Expert Car Care 4 sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No.
18-01439) on March 16, 2018.  In the petition signed by James Sada,
managing member, the Debtors estimated assets of less than $1
million and liabilities of $1 million to $10 million.  Judge
Cynthia C. Jackson presides over the cases.  Aldo G. Bartolone,
Jr., Esq., at Bartolone Law, PLLC, serves as bankruptcy counsel to
the Debtors.


FAMILY PHARMACY: Smith Management Buying All Assets for $8 Million
------------------------------------------------------------------
Family Pharmacy, Inc., and affiliates ask approval from the U.S.
Bankruptcy Court for the Western District of Missouri of bidding
procedures in connection with the sale of substantially all their
assets to Smith Management Services, LLC or its designees for $8
million plus an assumption of the DIP facility obligations and
assumed liabilities, subject to overbid.

As of the Petition Date, Family Pharmacy has received inquiries and
an offer to purchase substantially all of the Debtors' assets.
Good-faith and arms'-length negotiations have resulted in the
Debtors executing an Asset Purchase Agreement with the Purchaser.
The Purchaser is an entity related to J M Smith Corp., the Debtors'
supplier and a secured lender.

In general, the APA calls for the sale of substantially all the
assets of the Debtors to the Purchaser for $8 million plus an
assumption of the DIP Facility Obligations and Assumed Liabilities,
principally liabilities on assumed contracts and leases.  The
Debtors are asking Court approval of Auction and Bidding Procedures
that would provide for the submission of competing bids, an
auction, and final sale hearing and final sale order within 76 days
of the DIP Loan Closing Date, which was May 1, 2018.

The Debtors believe that a sale pursuant to the APA and Auction and
Bidding Procedures is in the best interest of their estates and its
creditors.  By the Motion, they ask authority to solicit bids and
sell the Purchased Assets.

The salient terms of the APA are:

     a. Purchased Assets: Substantially all assets of the Debtors

     b. Purchaser: Smith Management Services, LLC

     c. Purchase Price: $8 million plus an assumption of the DIP
facility obligations and assumed liabilities

     d. Seller: The Debtors

     e. Deposit: $800,000

     f. Bid Protection: (i) Brek-Up Fee - $250,000 and (ii) Expense
Reimbursement - Not to exceed $250,000

The Debtors propose the following time table for the proposed sale
to be incorporated into the Bid Procedures proposed:

     a. Entry of Bid Procedures Order: May 23, 2018

     b. Date by which Notice of Sale Served: May 31, 2018

     c. Deadline to Serve Cure Notices: May 31, 2018

     d. Deadline to Object to Cure Notices and Adequate Assurance
of Stalking Horse: June 21, 2018

     e. Deadline to Object to Sale: June 21, 2018

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: July 6, 2018

     b. Minimum Bid: $8.6 million

     c. Deposit: $1 million.  If all or any portion of a Bid is
comprised of a credit bid in an amount that is greater than $5
million, then the Bid Deposit will be at least $500,000.  The
Potential Bidder (including any Potential Bidder that is credit
bidding in an amount that is greater than $5 million) will pay the
Bid Deposit to the Debtors of immediately available funds.

     d. Auction: July 16, 2018 at (TBD)

     e. Bid Increments: $50,000

     f. Sale Hearing: Not later than July 17, 2018

     g. Entry of Sale Order: Not later than July 17, 2018

     h. Closing: Not later than July 30, 2018

A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:

         http://bankrupt.com/misc/Family_Pharmacy_47_Sales.pdf

To facilitate the sale of the Purchased Assets, the Debtors will be
required to assume and assign to the Prevailing Bidder certain
unexpired leases and executory contracts.  Objections, if any, to
the proposed assumption and assignment of the Executory Assigned
Contracts, including, but not limited to, objections relating to
the Cure Amount and/or adequate assurances of future performance,
must be filed by a particular time and date to be established by
the Court in these cases.

The Debtors believe the Motion, the APA and the transactions
contemplated thereby are in the best interests of their respective
bankruptcy estates and in the best interests of all other
interested parties in these Chapter 11 cases.  They do not have
available sources of working capital to carry on the operation of
their businesses.  The DIP Loan Agreement approved by the Court in
the DIP Order provides the necessary financing for the Debtors to
continue to operate their businesses through an orderly sale.  An
orderly sale of the Purchased Assets is essential.

The Debtors ask that a hearing be held expeditiously for the Court
to enter the Sale Procedures Order (i) approving the Auction and
Bidding Procedures; (ii) approving the Breakup Fee and Reimbursable
Expenses ; (iii) and approving the form and manner of notice of the
proposed Auction and Bidding Procedures.  After approval by the
Court of the Auction and Bidding Procedures and the Sale Notice,
the Debtors will send such notice to all potential purchasers of
the Purchased Assets known to them, and if they receive a Qualified
Bid, an Auction will be held.

They further ask that the Court, at a second hearing to be held as
soon as possible after the Auction (and if no Auction is held,
within seven days after the Bid Deadline), enter the Sale Order
approving the sale of the Purchased Assets to the Purchaser (or to
such other party or parties that make the highest or best bid(s) at
the Auction), free and clear of any and all liens, claims,
interests, and encumbrances, and approving the assumption and
assignment of certain executory contracts and unexpired leases to
the Purchaser (or to such other party or parties that make the
highest or best bid(s) at the Auction), in connection with such
sale.

The proceeds of the sale, to the extent sold as a going concern,
will be greater than if the same Purchased Assets are sold in a
piecemeal liquidation, as the Debtors' ongoing business will not be
interrupted, the collateral values will not be diminished as they
would be in a piecemeal liquidation, and on-going vendor
relationships can be maintained.  A going concern sale also will
likely preserve the jobs of many of their employees and preserve
continuity of pharmacy supply for customers of their ongoing
business. Finally, an orderly sale process will also aid in
minimizing the administrative expenses of their estates.
Accordingly, they ask the Court to approve the relief requested.

Time is of the essence in approving and closing the sale, and any
unnecessary delay in closing the sale could result in the collapse
of the sale.  Accordingly, the Debtors ask the Court to waive the
14-day period staying any order to sell or assign property of the
estate imposed by Bankruptcy Rules 6004(h) and 6006(d).

The Purchaser:

          SMITH LOGISTICS SERVICES, LLC
          J M Smith Corp.
          101 W. St. John Street
          Spartanburg, SC 29306
          Attn: Philip J. Ryan, III
          Chief Financial Officer
          Facsimile: (864) 582-6585
          E-mail: Philip_Ryan@jmsmith.com

The Purchaser is represented by:

          Stephen D. Fox, Esq.
          Darryl S. Laddin, Esq.
          ARNALL GOLDEN GREGORY LLP
          171 17th Street, Suite 2100
          Atlanta, GA 30363
          Facsimile: (404) 873-8529
                     (404) 873-8121
          E-mail: Stephen.Fox@AGG.com
                  Darryl.Laddin@AGG.com

                     About Family Pharmacy

Family Pharmacy, Inc. and its affiliates Family Pharmacy of
Missouri LLC, Family Pharmacy of Strafford Inc., Family Property
Management LLC, and HealthTAC Logistics LLC own and operate a group
of independently-owned retail pharmacy stores in Southwestern
Missouri.  

Family Pharmacy, et al., operate 20 retail pharmacy locations, two
long term-care pharmacy locations and one specialty pharmacy
location under the "Family Pharmacy".  Family Pharmacy has been
operating continuously since 1977.  The Debtors are headquartered
in Ozark, Missouri.

The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mo. Lead Case No. 18-60521) on April 30, 2018.

In the petitions signed by Lynn Morris, president, the Debtors
estimated assets of $10 million to $50 million and liabilities of
$10 million to $50 million.  

Judge Cynthia A. Norton presides over the cases.


FHH PROPERTIES: Trustee Selling All Assets for $4 Million
---------------------------------------------------------
R. Patrick Sharp, III, the Chapter 11 trustee for FNR Properties,
LLC and FHH Properties, LLC, asks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana of bidding procedures
in connection with the sale of substantially all of FHH's and FNR's
assets to Hamdan Son Investments, LLC for $4 million.

FHH and FNR are single asset real estate companies owning
convenience store properties.  FHH owns a convenience store on
property located a 3101 Elysian Fields Avenue, New Orleans,
Louisiana.  FNR owns a convenience store on property located at
3032 Elysian Fields Avenue, New Orleans, Louisiana.

On April 13, 2018, Ms. Hamdan, FHH, FNR, and B Express filed
motions to convert each case to Chapter 7.  The Court converted
both Ms. Hamdan and B Express' cases to Chapter 7 on April 18,
2018.  Ms Hamdan notified the Court and creditors in connection
with these motions and related hearings that she was unable to
continue operating the Debtors' convenience store properties.  On
April 20, 2018, the Court entered orders asking the US Trustee to
appoint a Chapter 11 trustee in the FHH and FNR cases, resulting in
the US Trustee appointing the Trustee in both cases the same day.

On April 23, 2018, the Trustee filed an emergency motion seeking
authority to lease 3101 Elysian and 3032 Elysian to affiliates of
Brother's Food Mart, Elysian Fields Operations No. 1, LLC and
Elysian Fields Operations No. 2, LLC.  The motion further sought
approval of a term sheet related to sale procedures and approval of
HSI as a stalking horse bidder.  The Court granted the emergency
motion on April 24, 2018, on an interim basis, authorizing the
Lessees to take possession and begin operating 3101 Elysian and
3032 Elysian in exchange for rental payments to the Trustee.  T

By the Motion, the Trustee asks the Court to approve the Bidding
Procedures in connection with the sale of substantially all of
FHH's and FNR's assets.  He submits that the Bidding Procedures
will permit interested parties reasonable opportunities to evaluate
whether to propose a bid for the Debtors'property or equity
interests in the Debtors that is higher and better than set forth
on the Term Sheet which contemplates a binding Purchase and Sale
Agreement between the Debtors and the Proposed Purchaser.  The PSA
will be filed with the Court at the Hearing on the Motion.

The salient terms of the Bidding Procedures are:

     a. Property to be Sold: FHH will sell the convenience store
site located at 3101 Elysian Fields Ave. and FNR will sell the
convenience store located at 3032 Elysian Fields, Ave., in New
Orleans, Louisiana, together with the immovable property,
improvements, fixtures and related assets.

     b. Purchase Price: The Proposed Purchaser's stalking horse bid
for the Acquired Property will be $4 million, exclusive of any
assumed liabilities and other obligations to be performed or
assumed by the Proposed Purchaser.

     c. Allocation of Purchase Price: The PSA will allocate the
funds paid for the Acquired Property at sale between the assets of
FHH and FNR on an allocation to be agreed between the Proposed
Purchaser, or any other Prevailing Bidder, and the Trustee or, in
the event of a dispute with respect to the allocation, as set by
the Court.

     d. Free of Any and All Claims and Interests: All of the
Debtors' right, title, and interest in and to the Acquired
Property, or any portion thereof to be acquired, will be sold free
and clear of all pledges, liens, security interests, encumbrances,
claims, charges, options and interests thereon and there against,
such Claims and Interests to attach to the net proceeds of the sale
of such Purchased Assets.

     e. Minimum Bid: $4,250,000

     f. Deposit: $250,000

     g. Bid Deadline: July 11, 2018

     h. Auction: July 18, 2018 in the courtroom

     i. Bid Increments: $50,000

     j. The Proposed Purchaser will be entitled to submit
successive overbids at the Auction and, in calculating the amount
of the Proposed Purchaser's overbid, the Proposed Purchaser will be
entitled to a credit in the amount of $250,000, which constitutes
an amount equal to the Break-up Fee plus the maximum agreed upon
estimate of the Expense Reimbursement.

     k. Sale Hearing: Aug. 10, 2018

     l. Break-up Fee: $100,000

     m. Expense Reimbursement: $150,000

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

    http://bankrupt.com/misc/FHH_Properties_130_Sales.pdf

Not later than three business days after entry of the Bid
Procedures Order, the Trustee will serve a copy of the Notice of
Auction and Sale Hearing.  To facilitate and effect the Sale, to
the extent necessary, the Trustee may be required to assume or, in
the event of a sale of assets rather than a sale of equity
interests assume and assign to the Prevailing Bidder, certain
executory contracts and unexpired leases.  No later than seven
calendar days following the entry of the Bid Procedures Order, the
Trustee will cause notice to be provided to any counterparties to
executory contracts and unexpired leases that may be Assumed and
Assigned Contracts pursuant to the PSA.  The objection deadline is
at least three business days prior to the Sale Hearing.

The Trustee asks authority in his discretion, to retain a marketing
agent or broker to assist with the marketing, negotiation and
auction process on such terms and conditions, and for such
compensation, as he deems appropriate and in the best interest of
the estates which compensation is subject to Court approval, which
may be obtained on an expedited basis.

In addition, the Trustee asks, at the conclusion of the Sale
Hearing, entry of an order (a) authorizing the sale of
substantially all of the Debtors' assets to an affiliate of
regional convenience store owner and operator, Brother's Food Mart,
specifically, HSI or such other person or entity who is the
Prevailing Bidder; and (b) authorizing the assumption and
assignment, to the extent necessary, of certain executory contracts
and unexpired leases.

                      About FHH Properties

Each of FHH Properties and FNR Properties is a real estate company
based in New Orleans, Louisiana.  They are affiliated with B
Express-Elysian Fields, LLC, which sought Chapter 7 bankruptcy
protection on Jan. 18, 2018.  Fatmah Hamdan is the 100% owner of
all three businesses.

FHH Properties LLC based in Gretna, LA, and FNR Properties filed a
Chapter 11 petition (Bankr. E.D. La. Lead Case No. 18-10113) on
Jan. 18, 2018.  In the petition signed by Fatmah Hamdan, managing
member and sole owner, FHH Properties estimated $1 million to $10
million in both assets and in liabilities.  FNR Properties
estimated $500,0000 to $1 million in both assets and in
liabilities.  

The Hon. Jerry A. Brown presides over the cases.

Robin R. De Leo, Esq., at The De Leo Law Firm, LLC, serves as
bankruptcy counsel to the Debtors; and Patrick Gros CPA, APAC, as
accountant.

R. Patrick Sharp, III was appointed Chapter 11 trustee for the
Debtor.


FIREWATER RIVER: Taps Burke Warren as Legal Counsel
---------------------------------------------------
Firewater River East, LLC, seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire Burke, Warren,
MacKay & Serritella, P.C. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.

David Welch, Esq., and Brian Welch, Esq., the attorneys at Burke
who will be handling the case, charge $510 per hour and $310 per
hour, respectively.

Burke received an advance retainer in the sum of $30,000.

David Welch, Esq., a partner at Burke, disclosed in a court filing
that all attorneys of his firm are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     David K. Welch, Esq.
     Burke, Warren, MacKay & Serritella, P.C.
     330 N. Wabash, 21st Floor
     Chicago, IL 60611
     Tel: 312-840-7000
     Fax: (312) 840-7900
     Email: dwelch@burkelaw.com

                  About Firewater River East LLC

Firewater River East, LLC is an Illinois limited liability company
formed to operate a restaurant and tavern business, which also
provides live music entertainment to its patrons.

Firewater River East sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-11177) on April 17,
2018.

In the petition signed by Jamie Suckow, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.  

Judge LaShonda A. Hunt presides over the case.


FIRST NBC BANK: Hires Fenimore Kay as Special Counsel
-----------------------------------------------------
First NBC Bank Holding Company seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ
Fenimore Kay Harrison & Ford, LLP, as special counsel to the
Debtor.

First NBC Bank requires Fenimore Kay to:

   (1) review the Debtor's bankruptcy plan and advise the Debtor
       with respect to matters related to the Debtor's status as
       a reporting company under the Securities Exchange Act of
       1934 and related impact on plan structure;

   (2) consult with SEC staff regarding review and adequacy of
       the Debtor's bankruptcy plan under federal securities laws
       and regulations; and

   (3) to the extent required, appear in court proceedings to
       discuss federal securities laws aspects of the Debtor's
       bankruptcy plan.

Fenimore Kay will be paid at the hourly rate of $410.

Fenimore Kay will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Geoffrey S. Kay, partner of Fenimore Kay Harrison & Ford, LLP,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Fenimore Kay can be reached at:

     Geoffrey S. Kay, Esq.
     FENIMORE KAY HARRISON & FORD, LLP
     1000 Walnut Street, Suite 1400
     Kansas City, MO 64106
     Tel: (816) 292-8141

            About First NBC Bank Holding Company

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

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

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

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

The case is assigned to Judge Elizabeth W. Magner.

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

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

                         *     *     *

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


FISHERMAN'S PIER: Trustee Taps Double P Construction as Consultant
------------------------------------------------------------------
Soneet Kapila, the Chapter 11 trustee for Fisherman's Pier Inc.,
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Florida to hire Double P Construction, Inc.

The firm will serve as consultant for the trustee in connection
with the repairs of the Debtor's fishing pier in
Lauderdale-By-The-Sea, Florida.

The services to be provided by the firm include a structural
inspection of the pier, preparation of inspection report and
construction plans, and repair services.  It will also oversee the
construction through final inspection for the use of the pier.

DPC will be paid on an hourly basis and will be reimbursed for
work-related expenses.  

Nick Terziev, director of operations for DPC, disclosed in a court
filing that he and his firm do not represent any interest adverse
to the trustee, the Debtor or its estate.

DPC can be reached through:

     Nick Terziev
     Double P Construction, Inc.
     2701 E Oakland Park Blvd., Suite C
     Fort Lauderdale, FL 33306
     Phone: 954-779 7525 ext. 303
     Fax: 954-779 7526
     Email: info@doublepconstruction.com

                      About Fisherman's Pier

Fisherman's Pier Inc., which owns a fishing pier in Ft. Lauderdale,
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 17-22819) on Oct. 23, 2017.  In the
petition signed by Martha Marchelos, its president, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Raymond B. Ray presides over the case.  John A. Moffa, Esq.,
at Moffa & Breuer, PLLC, serves as the Debtor's bankruptcy
counsel.

On Dec. 15, 2017, the Court entered an order approving the
selection of Soneet R. Kapila, as the Chapter 11 Trustee.  The
Trustee retained Rice Pugatch Robinson Storfer & Cohen, PLLC, as
counsel.


FOMO GLASS: Seeks to Hire Thomas Woodward as Attorney
-----------------------------------------------------
FOMO Glass, LLC, seeks authority from the U.S. Bankruptcy Court for
the Northern District of Florida to employ Thomas Woodward Law
Firm, PLLC, as attorney to the Debtor.

FOMO Glass requires Thomas Woodward to:

   -- give legal advice, counsel and assistance to the Debtor in
      connection with the bankruptcy case; and

   -- advise, assist and represent the Debtor in any other
      matters upon agreement of the Debtor and the Firm.

Thomas Woodward will be paid at these hourly rates:

     Attorneys                   $300
     Legal Assitants             $100

Thomas Woodward will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Thomas Woodward, a partner at Thomas Woodward Law Firm, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.

Thomas Woodward can be reached at:

     Thomas Woodward, Esq.
     THOMAS WOODWARD LAW FIRM, PLLC
     2565 Barrington Circle, Suite 107
     Tallahassee, FL 32308
     Tel: (850) 724-4555

                      About FOMO Glass, LLC

FOMO Glass, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Fla. Case No. 18-40236) on May 2, 2018.  The Debtor hired
Thomas Woodward Law Firm, PLLC, as attorney.


FORTERRA INC: Bank Debt Trades at 7% Off
----------------------------------------
Participations in a syndicated loan under which Forterra Inc. is a
borrower traded in the secondary market at 93.46
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.75 percentage points from the
previous week. Forterra Inc. pays 300 basis points above LIBOR to
borrow under the $1.047 billion facility. The bank loan matures on
October 25, 2023. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 11.


FYBOWIN LLC: Taps Whiteford Taylor as Legal Counsel
---------------------------------------------------
Fybowin, LLC, seeks approval from the U.S. Bankruptcy Court for the
Western District of Pennsylvania to hire Whiteford, Taylor &
Preston, LLP, as its legal counsel.

The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code and will provide other legal
services related to their Chapter 11 cases.

The firm will charge these hourly rates:

     Michael Roeschenthaler     Attorney      $605
     Daniel Schimizzi           Attorney      $400
     Jeffrey Friedrich          Attorney      $385
     Kelly McCauley             Attorney      $355
     Susan Harding              Paralegal     $275

Whiteford received a retainer of $25,000 from the Debtor.

Kelly McCauley, Esq., disclosed in a court filing that the firm
does not represent any interest adverse to the Debtors or their
estates.

The firm can be reached through:

     Kelly E. McCauley, Esq.
     Daniel R. Schimizzi, Esq.
     Michael J. Roeschenthaler, Esq.
     200 First Avenue, Floor 3
     Pittsburgh, PA 15222
     Tel: 412-618-5601
     Fax: 412-618-5597
     Email: kmccauley@wtplaw.com

                       About Fybowin LLC

Fybowin, LLC, which conducts business under the name Rivertowne, is
a privately-held brewing company in Pittsburgh, Pennsylvania.  The
Rivertowne beer concept was born in 2002.  The company, one of the
very first craft brewers in Pittsburgh, has restaurants in Verona,
North Huntingdon, and the North Shore, as well as a Pourhouse in
Monroeville.  

Fybowin sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Case No. 18-21803) on May 4, 2018.

In the petition signed by Christian Fyke, president, the Debtor
estimated assets of less than $500,000 and liabilities of $1
million to $10 million.  Judge Gregory L. Taddonio presides over
the case.


GECMC 2005-C4: Moody's Says $55MM Fireman's Fund Loan 'Troubled'
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings on five classes in
GE Commercial Mortgage Corporation 2005-C4 as follows:

Cl. A-J, Affirmed Ba2 (sf); previously on May 19, 2017 Affirmed Ba2
(sf)

Cl. B, Affirmed B3 (sf); previously on May 19, 2017 Affirmed B3
(sf)

Cl. C, Affirmed Caa3 (sf); previously on May 19, 2017 Affirmed Caa3
(sf)

Cl. D, Affirmed C (sf); previously on May 19, 2017 Affirmed C (sf)

Cl. E, Affirmed C (sf); previously on May 19, 2017 Affirmed C (sf)

RATINGS RATIONALE

The ratings on five P&I classes were affirmed because the ratings
are consistent with Moody's expected loss and principal recovery
from the remaining loans.

Moody's rating action reflects a base expected loss of 44.0% of the
current balance, compared to 39.7% at Moody's last review. Moody's
base expected loss plus realized losses is now 12.4% of the
original pooled balance, the same as the Moody's last review.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase in
the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The principal methodology used in these ratings was " Moody's
Approach to Rating Large Loan and Single Asset/Single Borrower
CMBS" published in July 2017.

Moody's analysis incorporated a loss and recovery approach in
rating the P&I classes in this deal since two remaining loans are
on the master servicer's watchlist and Moody's has identified them
as troubled loans. In this approach, Moody's determines a
probability of default for each specially serviced and troubled
loan that it expects will generate a loss and estimates a loss
given default based on a review of broker's opinions of value (if
available), other information from the special servicer, available
market data and Moody's internal data. The loss given default for
each loan also takes into consideration repayment of servicer
advances to date, estimated future advances and closing costs.
Translating the probability of default and loss given default into
an expected loss estimate, Moody's then applies the aggregate loss
from specially serviced and troubled loans to the most junior
class(es) and the recovery as a pay down of principal to the most
senior class(es).

DEAL PERFORMANCE

As of the May 10, 2018 distribution date, the transaction's
aggregate certificate balance has decreased by 94% to $141.8
million from $2.4 billion at securitization. The certificates are
collateralized by two mortgage loans which are both on the master
servicer's watchlist.

Twenty-three loans have been liquidated from the pool, resulting in
an aggregate realized loss of $234.9 million (for an average loss
severity of 51%). There is currently no loan in special servicing.

Moody's has assumed a high default probability for two remaining
loans and has identified both as troubled loans.

The largest loan is the Design Center of the Americas Loan ($86.5
million -- 61.0% of the pool), which is secured by a participation
interest in a $172.9 million first mortgage secured by a 775,000 SF
free-standing interior design campus. The property was built in
1985 and expanded in 1988 and 2001. The loan was previously
modified in April 2012 which reduced the interest rate, extended
the loan for 36 months, and provides for two additional 18-month
extension options. The Borrower exercised their 18-month extension
option, and maturity date is now in February 2019. The property was
66% leased as of December 2017, compared to 68% leased as of
December 2016. Due to the low occupancy and DSCR, Moody's has
identified this as a troubled loan.

The other remaining loan is the Fireman's Fund Loan ($55.3 million
-- 39.0% of the pool), which is secured by a 710,000 square foot
office property located in Novato, California, approximately 30
miles north of downtown San Francisco. The property was formerly
the corporate headquarters for the Fireman's Fund Insurance Company
which leases 100% of the collateral property as a single-tenant
through November 2018. Fireman's Fund Insurance Company is now part
of the Allianz insurance conglomerate. While the loan remains
current, the tenant has vacated the property and is not expected to
renew its lease at the November lease expiration. The loan maturity
date is in October 2018. Moody's has identified this as a troubled
loan and has factored a high loss severity into its analysis.


GILBERTO SANCHEZ: Clear Capital Buying Marlasan Property for $556K
------------------------------------------------------------------
Gilberto Sanchez asks the U.S. Bankruptcy Court for the Middle
District of Alabama to authorize the sale of Marlasan Enterprise,
LLC's (i) real property located at 5506 Wares Ferry Road,
Montgomery, Montgomery County, Alabama for $550,000; and (ii)
inventory, furniture, fixtures and equipment for $16,000, to Clear
Capital – Automotive, LLC.

The Debtor also owns Marlasam.  The Debtor and his wholly owned
LLC, Marlasan has entered into an Agreement with the Buyer for the
sale of all of the property of Marlasan and the certain real
property owned by the Debtor.  The total sales price is $826,000.


The real estate which the Debtor desires to sell, the party to whom
said real estate is to be sold and terms of sale are as follows:

     a. Purchaser: Clear Capital - Automotive, LLC

     b. Description: 5506 Wares Ferry Road, Montgomery, Montgomery
County, Alabama

     c. Purchase Price: $550,000.  The Debtor will pay $500,000 to
Avadian Federal Credit Union for a release

The Buyer is also purchasing the Inventory, Furniture, Fixtures and
Equipment of Marlasam for the price of $16,000.  

The Debtor will set aside $4,875 to pay Quarterly Fees associated
with the distribution of any proceeds.  The remainder of the
proceeds will be disbursed to equipment liens on Marlasam in the
following manner: (i) Regions ROI - $150,000, (ii) Regions ROI -
$78,000, and (iii) Amerifirst - $98,000.

An expedited hearing is needed because the Buyer is under a
deadline to purchase the property as part of a "1031 Tax
Exchange."

The bankruptcy case is In re Gilberto Sanchez (Bankr. M.D. Ala.
Case No. 18-31218).


GOLDEN TOUCH Hires Latham Shuker as Counsel
-------------------------------------------
Golden Touch Transportation, LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Latham Shuker Eden & Beaudine, LLP, as counsel to the Debtor.

Golden Touch requires Latham Shuker to:

   a. advise the Debtor as to its rights and duties in the
      bankruptcy case;

   b. prepare pleadings related to the bankruptcy case, including
      a disclosure statement and a plan of reorganization; and

   c. take any and all other necessary action incident to the
      proper preservation and administration of the estate.

Latham Shuker will be paid at these hourly rates:

     Attorneys                    $575
     Paraprofessionals            $105

Prior to the commencement of the bankruptcy case, Gold Park
Orlando, LLC paid an advance fee of $2,511 for post-petition
services and expenses in connection with the bankruptcy case.

Gold Park Orlando, LLC has paid $7,489 to Latham Shuker, including
the filing fee.

Latham Shuker will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Justin M. Luna, a partner at Latham Shuker, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Latham Shuker can be reached at:

     Justin M. Luna, Esq.
     Daniel A. Velasquez, Esq.
     LATHAM SHUKER EDEN & BEAUDINE, LLP
     111 N. Magnolia Ave., Suite 1400
     Orlando, FL 32801
     Tel: (407) 481-5800
     Fax: (407) 481-5801
     E-mail: jluna@lseblaw.com
             dvelasquez@lseblaw.com

                About Golden Touch Transportation

Golden Touch Transportation, LLC, d/b/a Gold Park Orlando, operates
a parking lot in Orlando, Florida.  Gold Park offers both self and
valet parking options, available 24/7.

Golden Touch Transportation filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 18-02348) on April 24, 2018.  In the petition
was signed by Islam Ahmed, manager, the Debtor estimated $1 million
to $10 million in both assets and liabilities.  The Hon. Karen S.
Jennemann presides over the case.  Justin M. Luna, Esq., at Latham
Shuker Eden & Beaudine, LLP, serves as bankruptcy counsel.


GRGBOOKIES LLC: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Affiliates that concurrently filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

     Debtor                                    Case No.
     ------                                    --------
     GRGBookies LLC                            18-20070
       dba The Olde Bar
     125 Walnut St, Philadelphia
     Philadelphia, PA 19106

     GRGDC2, LLC                               18-20072
       dba Latin Market
     2401 Walnut Street, Suite 300
     Philadelphia, PA 19103

Business Description: Each of GRGBookies LLC and GRGDC2, LLC
                      is a part of the Garces Group, a
                      Philadelphia-based hospitality group
                      operating more than a dozen restaurants.
                      Garces Restaurant Group, Inc. and 16 of its
                      subsidiaries sought bankruptcy protection on
                      May 2, 2018 (Bankr. D. N.J. Lead Case No.
                      18-19054).

Chapter 11 Petition Date: May 17, 2018

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

Judge: Hon. Jerrold N. Poslusny Jr.

Debtors' Counsel: Warren J. Martin, Jr., Esq.
                  PORZIO, BROMBERG & NEWMAN, P.C.        
                  100 Southgate Parkway
                  Morristown, NJ 07962-1997
                  Tel: (973) 889-4006
                  Fax: (973) 538-5146
                  Email: wjmartin@pbnlaw.com

Debtors'
Financial
Advisor:   EISNERAMPER LLP

Debtors'
Investment
Banker &
Placement Agent:  COHNREZNICK CAPITAL MARKET SECURITIES, LLC

Assets and Liabilities:

                       Estimated          Estimated
                        Assets           Liabilities
                     -----------         -----------
GRGBookies LLC   $100,000-$500,000    $1 mil.-$10 million
GRGDC2, LLC      $100,000-$500,000    $1 mil.-$10 million

The petitions were signed by John Fioretti, interim CEO.

A full-text copy of GRGBookies LLC's petition containing, among
other items, a list of the Debtor's 30 largest unsecured creditors
is available for free at:

             http://bankrupt.com/misc/njb18-20070.pdf

A full-text copy of GRGDC2, LLC's petition containing, among other
items, a list of the Debtor's 30 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/njb18-20072.pdf


GULF FINANCE: Bank Debt Trades at 13% Off
-----------------------------------------
Participations in a syndicated loan under which Gulf Finance LLC is
a borrower traded in the secondary market at 86.83
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 3.79 percentage points from the
previous week. Gulf Finance pays 525 basis points above LIBOR to
borrow under the $1.15 billion facility. The bank loan matures on
August 25, 2023. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 11.



HARD-MIRE RESTAURANT: Taps Eric A. Liepins as Legal Counsel
-----------------------------------------------------------
Hard-Mire Restaurant Holdings, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Eric A.
Liepins, P.C. as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.

Eric Liepins, Esq., shareholder and the attorney who will be
handling the case, charges $275 per hour for his services.  The
hourly rates for paralegals and legal assistants range from $30 to
$50.

The firm received a retainer in the sum of $10,000.

Mr. Liepins disclosed in a court filing that his firm does not
represent any interest adverse to the estate of the Debtor.

The firm can be reached through:

     Eric A. Liepins, Esq.
     Eric A. Liepins, P.C.
     12770 Coit Road, Suite 1100
     Dallas, TX 75251
     Telephone: (972) 991-5591
     Telecopier: (972) 991-5788
     Email: eric@ealpc.com

                About Hard-Mire Restaurant Holdings

Hard-Mire Restaurant Holdings, LLC, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 18-31575) on
May 4, 2018.  At the time of the filing, the Debtor estimated
assets of less than $100,000 and liabilities of less than $500,000.
Judge Barbara J. Houser presides over the case.


HEALOGICS: Bank Debt Trades at 7% Discount
------------------------------------------
Participations in a syndicated loan under which Healogics [ex-
National Healing Corp] is a borrower traded in the secondary market
at 93.38 cents-on-the-dollar during the week ended Friday, May 11,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 3.36 percentage points from
the previous week. Healogics pays 425 basis points above LIBOR to
borrow under the $420 million facility. The bank loan matures on
July 1, 2021. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 11.


HEMOLIFE MEDICAL: Taps Levene Neale as Legal Counsel
----------------------------------------------------
Hemolife Medical, Inc., seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Levene, Neale,
Bender, Yoo & Brill LLP as its legal counsel.

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

The hourly rates for the firm's attorneys range from $425 to $595.
Paraprofessionals charge $250 per hour.

Levene received a pre-bankruptcy retainer of $5,000 and will be
paid a $70,000 post-petition retainer.

Ron Bender, Esq., co-managing partner of Levene, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.

Levene can be reached through:

     Ron Bender, Esq.
     Monica Y. Kim, Esq.
     Lindsey L. Smith, Esq.
     Levene, Neale, Bender, Yoo & Brill LLP
     10250 Constellation Blvd., Suite 1700
     Los Angeles, CA 90067
     Tel: 310-229-1234
     Fax: (310) 229-1244
     Email: rb@lnbyb.com
     Email: myk@lnbyb.com
     Email: lls@lnbyb.com

                     About Hemolife Medical

Hemolife Medical, Inc., is a privately-held company in Woodland
Hills, California, that operates in the health care industry.
Hemolife Medical sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11009) on April 23,
2018.  In the petition signed by Troy Barring, chief executive
officer, the Debtor estimated assets of less than $1 million and
liabilities of $1 million to $10 million.  Judge Martin R. Barash
presides over the case.


HILL'S VAN SERVICE: Taps Perez Salgado as Special Counsel
---------------------------------------------------------
Hill's Van Service of North Florida, Inc., received approval from
the U.S. Bankruptcy Court for the Middle District of Florida to
hire Perez, Salgado, Thomas and Lewis, P.A. as special counsel.

The firm will provide legal services to the Debtor in connection
with an insurance claim and will be paid 19% of the amount
recovered for the Debtor.  No retainer has been paid to the firm.

Adam Lewis, Esq., a member of Perez Salgado and the attorney who
will be representing the Debtor, disclosed in a court filing that
he does not represent any interests adverse to the Debtor and its
estate or creditors.

The firm can be reached through:

     Adam Lewis, Esq.
     Perez, Salgado, Thomas and Lewis, P.A.
     5020 W. Linebaugh Avenue, Suite 250
     Tampa, FL 33624
     Phone: +1 813-288-8489
     Fax: +1 813-264-4164
     Email: info@pstllaw.com

                  About Hill's Van Service
                    of North Florida Inc.

Hill's Van Service of North Florida is a full service relocation
company with over 55 years of experience specializing in the
transportation and storage of household goods, electronics,
high-value products, office and industrial equipment, and asset
management. Hill's serves individual customers, as well as
corporations and various government agencies, in local, long
distance and international moving.  It also offers Commercial
Moving, Hospitality FF&E installation, warehousing/storage, and
complete transportation solutions.

Hill's Van Service of North Florida, based in Jacksonville,
Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
17-03093) on Aug. 23, 2017.  In the petition signed by James
Bargeron, the Debtor's president, the Debtor estimated $0 to
$50,000 in assets and $1 million to $10 million in liabilities.
The Hon. Jerry A. Funk presides over the case.  Jason A. Burgess,
Esq., at the Law Offices of Jason A. Burgess, LLC, serves as
bankruptcy counsel.




HORNE EXCAVATING: Seeks to Hire Tamposi Law as Counsel
------------------------------------------------------
Horne Excavating, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of New Hampshire to employ The Tamposi Law
Group, P.C., as counsel to the Debtor.

Horne Excavating requires Tamposi Law to:

   a. complete its schedules, attend the Initial Debtor Interview
      and meeting of creditors;

   b. draft a motion to use cash collateral and negotiate a
      stipulation for same with Woodsville Guaranty Savings Bank;
      and

   c. draft the Debtor's disclosure statement and plan of
      reorganization, together with other matters necessary and
      proper for the representation of the Debtor in the
      bankruptcy case.

Tamposi Law will be paid at the hourly rate of $125 to $335.

Tamposi Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Peter N. Tamposi, shareholder of The Tamposi Law Group, P.C.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Tamposi Law can be reached at:

     Peter N. Tamposi, Esq.
     THE TAMPOSI LAW GROUP, P.C.
     159 Main Street
     Nashua, NH 03060
     Tel: (603) 204-5513

                    About Horne Excavating

Horne Excavating, LLC, based in North Haverhill, NH, filed a
Chapter 11 petition (Bankr. D.N.H. Case No. 18-10502) on April 15,
2018.  In the petition signed by Kevin Horne, president, the Debtor
estimated $1 million to $10 million in assets and $500,000 to $1
million in liabilities.  The Hon. Bruce A. Harwood presides over
the case.  Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C.,
serves as bankruptcy counsel.


HOUSE MOSAIC: Azulon Buying All Real Estate Holdings for $1.4M
--------------------------------------------------------------
House Mosaic Holdings, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Texas to authorize the sale of all of its real
estate holdings to Azulon Development Group for $1,433,000.

Objections, if any, must be filed within 21 days from the date the
Motion was served.

The Debtor and the Buyer have entered into the Unimproved Property
Contract.  The earnest money deposit is $300.  The sale is to be
free and clear of all liens with all such liens to be in priority
order against the net proceeds.

The Debtor asks that the 14-day stay pursuant to Bankruptcy Rule
6004(h) not apply, and the relief granted be effective immediately
upon entry of the Order approving the sale.

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

  http://bankrupt.com/misc/House_Mosaic_27_Sales.pdf

The Purchaser:

          AZULON DEVELOPMENT GROUP
          11914 Wynmar
          Cypress, TX 77429
          Telephone: (904) 382-3595
          E-mail: azulongroup@gmail.com

                  About House Mosaic Holdings

House Mosaic Holdings, LLC, headquartered in Houston, Texas, listed
itself as a Single Asset Real Estate.  The Debtor filed for Chapter
11 bankruptcy protection (Bankr. S.D. Tex. Case No. 18-30473) on
Feb. 5, 2018, estimating its assets and liabilities at between $1
million and $10 million.  The petition was signed by Amelia Jarmon,
managing member.

Judge Jeff Bohm presides over the case.

Margaret Maxwell McClure, Esq., at Law Office Of Margaret M.
McClure, serves as the Debtor's bankruptcy counsel.


HUSA INC: Only 5 Debtors to Remain Operating After Effective Date
-----------------------------------------------------------------
HUSA, Inc., and its debtor affiliates filed a plan of
reorganization and accompanying disclosure statement providing for
the liquidation of HUSA, Inc., HUSA Management, Inc., and
Hospitality USA Investment Group, Inc.

Under the Plan, all of the assets of Baker St. Marina Square, LLC,
Baker St. Belmar, LLC, Baker St. The Corners, LLC, Baker St.
Quadrangle, LLC, and Sherlock's USA, Inc., will be sold free and
clear of liens at an auction pursuant to Section 363(b) of the
Bankruptcy Code.

A motion to dismiss the cases of HUSA Restaurants, LLC, HUSA Grisby
North, LLC, and HUSA Grisby South, LLC, will be filed, as those
entities do not have appreciable assets and are not necessary to
the reorganization of any of the other Debtors.

Under the Plan, Sherlock's Addison, LLC, Local Pour The Woodlands,
LLC, Baker St. Town Center, LLC, Baker St. Woodlands, LLC, and
Baker St. LaCenterra, LLC will remain in business and restructure
their debts.  These Debtors anticipate that the unsecured creditors
will receive 100% of the Allowed Amount of their Claims.  Larry
Martin and Edgar Carlson will be issued the shares of these
reorganized debtors in exchange for cash they will provide to these
Debtors to cure their lease arrearages in full within 30 days after
the Effective Date.  The amount required to cure these lease
arrearages is expected to be in excess of $250,000.

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

            http://bankrupt.com/misc/txsb17-36535-117.pdf

                         About HUSA, Inc.

Based in Houston, Texas, HUSA Management is a privately held
corporation owned by Larry Martin and Edgar Carlson. The company
portfolio includes brands like Baker St. Pub & Grill, Sherlock's
Pub & Grill, Sherlock's Pub, Local Pour, Restless Palate, Big Texas
Ice House & Dance Hall and British Beverage Company. With the
purchase of Sherlock's Baker St. Pub 1995, HUSA Management Inc.
continues to grow. The company is founded in 1995.

HUSA Management filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 17-36535) on Dec. 4, 2017.  In the petition signed by Larry
Martin, president, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities.  Judge Marvin
Isgur presides over the case.  Matthew Brian Probus, Esq., at
Wauson Probus, is the Debtor's counsel.  Guideboat Advisors, LLC,
is the financial investment advisor and asset sale broker.


JABEZ L INC: $550K Sale of Atlanta Property to Springbok Approved
-----------------------------------------------------------------
Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Jabez L, Inc.'s sale of the
real property located at 3904 Buford Highway NE, Atlanta, Georgia
to Springbok Investment Holdings, LLC and/or its assigns for
$550,000.

A hearing on the Motion was held on April 24, 2018.

The sale is free and clear of all Interests of any kind or nature
whatsoever, with all such Interests of any kind or nature
whatsoever to attach to the net proceeds of the Sale.

The closing is to be held on May 31, 2018.

From the Sale Proceeds, the Debtor is authorized to pay at closing
as follows:

     a. All usual and customary closing costs and prorations at
Closing as reflected in the Sales Contract;

     b. A real estate commission in the amount of $25,000 to the
Broker;

     c. Pay off the secured lien and mortgage to Nancy Susan Wood
in the approximate amount of $461,661; and

     d. The 2018 property tax proration is estimated to be $1,717
(based on 2017 property taxes paid in the amount of $5,150).

The remaining net sales proceeds in the estimated amount of $61,622
will be deposited into the Debtor's counsel's escrow account where
they will remain pending further Court Order.

The stay of orders authorizing the use, sale, or lease of property
as provided for in Bankruptcy Rule 6004(h) will not apply to the
Sale Order, and this Sale Order is immediately effective and
enforceable.

As provided by Bankruptcy Rule 7062, the Order will be effective
and enforceable immediately upon entry.  Time is of the essence in
closing the Transactions.  Therefore, any party objecting to the
Sale Order must exercise due diligence in filing an appeal and
pursuing a stay or risk their appeal being foreclosed as moot.

The Debtor's counsel will serve a copy of the Order upon the United
States Trustee, all creditors and interested parties, and any party
having filed a Notice of Appearance requesting service of notices,
and will file a Certificate of Service.

                      About Jabez L, Inc.

Jabez L, Inc. filed a chapter 11 bankruptcy petition (Bankr. N.D.
Ga. Case No. 17-57835) on May 1, 2017, listing under $1 million in
both assets and liabilities.  Paul Reece Marr, P.C. is the Debtor's
bankruptcy counsel.

On June 14, 2017, the Court appointed Interstate Auction Management
Corp., doing business as SVN Interstate Brokers, as Broker.


JAMES PASCUCCI: Browns Buying Calabasas Property for $1.8 Million
-----------------------------------------------------------------
James Arthur Pascucci asks the U.S. Bankruptcy Court for the
Central District of California to authorize the procedures in
connection with the short sale of the single family residence
located at 24812 Paseo Del Rancho, Calabasas, California to Eric
Brown and Daniella Brown for $1,820,000, including a reasonable
period of time for the property to be listed in multiple listings
and marketed and an opportunity for overbids.

A hearing on the Motion is set for May 29, 2018 at 1:30 p.m.  The
objection deadline is May 26, 2018.

The Debtor has hired Pinnacle Estate Properties who has marketed
the Paseo Del Rancho property since late 2017 on the Multiple
Listing Service.  

On April 24, 2018, the Debtor filed and served his Notice of Motion
and Motion in Individual Chapter 11 Case for Order Authorizing
Debtor-In-Possession to Employ Professional (Other than General
Bankruptcy Counsel) on all creditors, the United States Trustee and
all parties that are listed on notification through the Court's EDF
noticing system.  The deadline for filing an objection and
requesting a hearing on the Application is May 11, 2018.

As part of the Employment Application the Debtor included a copy of
the Residential Purchase Agreement and Joint Escrow Instructions
which show that on Nov. 25, 2017, he had an offer from the Buyers
for the purchase of the Paseo Del Rancho property for a purchase
price of $1,820,000, free and clear of liens.

By the Motion, the Debtor proposes to establish procedures for sale
of the Paseo Del Rancho property, including reasonable
opportunities for overbids.  It is requested that the initial
overbid be for a purchase of no less than $1,850,000 that overbids
are in increments of $5,000, that anyone wishing to bid is required
to deliver a Certified Check or a Cashier's Check in the amount of
$55,500, made payable to Ridge Gate Escrow, which will be
non-refundable if they are the highest bidder in the event that
they do not close the purchase within 15 days of the entry of the
Order approving the high bid for the sale of the Paseo Del Rancho
property.

It is also requested that immediately upon acceptance of the offer
the entirety of the Deposit will be absolutely non-refundable and
forfeited to the Debtor.  Notwithstanding the immediately preceding
sentence, in the event: (1) the Court enters and order that does
not authorize the Debtor to sell the Property of the Buyer, (b) the
Court enters an order that authorizes the sale to another bidder
and the Buyer is not a backup bidder, the Debtor will refund the
entire Deposit to the Buyer within 10 calendar days following the
entry of such order of the Bankruptcy Court.  In the event the
Buyer is overbid and is a backup bidder, the Debtor will refund the
entire Deposit to the Buyer only if the Sale closes to the winning
bidder and within 10 calendar days following such closing.

The Purchase Agreement having been entered into is for a purchase
price of $1,820,000, has paid an initial deposit into escrow of
$54,600, is an all cash offer, no loan contingency, no appraisal
contingency, and the prospective buyers have provided proof of
funds.

The Buyers have no relationship with the Debtor or his wife, the
co-owner of the Paseo Del Rancho property.  Under the Purchase
Agreement real estate commissions will be in the amount of 6% of
the sales price, which will be subject to Court approval.

The Paseo Del Rancho property is purportedly subject to a note
secured by a first deed of trust from Wilmington Savings Fund
Society, FSB, doing business as Christiana Trust, not in its
individual capacity, but solely as trustee for BCAT 2015-14BTT,
which through Selene Finance, LP filed Proof of Claim Number 4, in
the amount of $2,052,378 on Nov. 29, 2016.

The Paseo Del Rancho property is also encumbered by a note secured
by a deed of trust payable to JPMorgan Chase Bank, National
Association, successor-in-interest by purchase from the Federal
Deposit Insurance Corporation as Receiver for Washington Mutual
Bank, filed as Proof of Claim number 6, in the amount of $403,994
on Dec. 21, 2016.

The Debtor brought a valuation motion asking the valuation of the
Paseo Del Rancho property which is scheduled for an evidentiary
hearing on July 16, 2018 at 1:30 p.m.  Chase and the Debtor entered
into the Stipulation and Order on Motion to Value Collateral,
"Strip Off" and modify rights of Mortgage Lien which is referred to
as Doc 195, which was filed on July 21, 2017.

The property is being sold free and clear of liens.  The sale is a
short sale with 100% of the net proceeds after deducting closing
costs, cost of sale going to Selene Finance, the entity
that services the note secured by a first deed of trust.

The Debtor also asks authorization to pay a real estate commission
of a total of 6% to the real estate brokers responsible for the
sale of the property, Pinnacle Estate Properties, Barbara Patchis
as the listing agent and Pinnacle Estate Properties, Ariel
Martarello, the selling agent, to use Ridge Gate Escrow as the
escrow company and pay their ordinary and customary costs at
closing, to use Priority title for title insurance and pay the
ordinary costs for title insurance.  Other costs will be shared.

The Debtor is asking the consent of the secured creditors for the
short sale in accordance with the attached Purchase Agreement.  As
of the date of the Motion he has not received a response regarding
such consent and as such the sale, which will be subject to a sales
application, will ask appropriate relief.

Because the sales price for the Paseo Del Rancho property is in
Debtor's opinion its market value and it will generate the maximum
return for creditors, primarily Selene and the sale will render the
valuation hearing regarding the value of Paseo Del Rancho moot, and
leave only the valuation of his real property located on Annie
Oakley, in Hidden Hills, California, the sales procedures outlined
is being proposed to the Court and interested parties.

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

   http://bankrupt.com/misc/James_Pascucci_319_Sales.pdf

Counsel for Debtor:

          William H. Brownstein, Esq.
          WILLIAM H. BROWNSTEIN & ASSOCIATES
          11755 Wilshire Boulevard
          Suite 1250
          Los Angeles, CA 90025-1540
          Telephone: (310) 458-0048
          Facsimile: (310) 361-3211
          E-mail: Brownsteinlaw.bill@gmail.com

James Arthur Pascucci is a licensed real estate broker.  He filed a
voluntary petition under Chapter 13 of the Bankruptcy Code on Aug.
1, 2016.  The case was converted to a case under Chapter 11 of the
Bankruptcy Court (Bankr. C.D. Cal. Case No. 16-12229) on Oct. 4,
2016.


JAMEY ALLEN: J & D Selling Jamesway 5600 Manure Tanker for $24K
---------------------------------------------------------------
J & D Dairy, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to authorize the sale of Jamesway 5600 Auto
Trac Manure Tanker, Serial No. 109940, to Miller Construction &
Equipment, Inc. for $24,000.

Jamey and Mary Allen are the owners of J & D.  J & D is the owner
of the Equipment located at 1260 W. Nicholson Hill Rd., Ossineke,
Michigan.  The Debtor does not substantially use the Equipment and
proposes to sell it to purchase more dairy cows.  It believes that
adding milk-producing cows is a better use of the farm's resources
in producing extra revenue.

J & D has found the Buyer and will sell the property for $24,000,
with $1,000 earnest money deposit.  The balance of the sale
proceeds will be paid within 10 days after the entry of an Order by
the Court approving the sale.

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

    http://bankrupt.com/misc/Jamey_Allen_69_Sales.pdf

Chemical Bank purports to have an interest, in the Equipment.  It
is proposed that Chemical Bank be granted a replacement lien in any
proceeds and cattle bought with the proceeds of the sale of the
Equipment.  

The sale of the Equipment will allow the Debtor to convert an
underutilized, depreciating asset into an income producing asset to
provide profit to the Debtor.

The Debtor asks the Court to waive the provisions of Bankruptcy
Rule 6004(h).

The Purchaser:

          MILLER CONSTRUCTION & EQUIPMENT, INC.
          and MICHIGAN CORP.
          276 M-55
          West Branch, MI 48661

The Seller:

          J&D DAIRY, INC.
          1260 Nicholson Hill Road
          Ossineke, MI 49766

Counsel for Debtors:

          Brian A. Rookard, Esq.
          GUDEMAN & ASSOCIATES, P.C.
          1026 W. Eleven Mile Rd.
          Royal Oak, MI 48067
          Telephone: (248) 546-2800
          E-mail: brookard@gudemanlaw.com

Jamey Jay Allen and Mary Elizabeth Allen sought Chapter 11
protection (Bankr. E.D. Mich. Case No. 18-20203) on Feb. 7, 2018.
They tapped Edward J. Gudeman, Esq., at Gudeman & Associates as
counsel.  Their case is jointly-administered with J & D Dairy, Inc.
(Bankr. Case No. 18-20218). The Debtors own J & D.


JEFFREY BERGER: Sale of Golden Valley/Wibaux Counties Property OK'd
-------------------------------------------------------------------
Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the
District of Montana authorized Jeffrey W. Berger and Tami M. Berger
to sell the real property in Golden Valley County, North Dakota,
and Wibaux County, Montana to Chad and Jennifer Denowh for $2.5
million.

The sale is free and clear of liens in accordance with the terms of
the Motion.

The sales proceeds will be used to satisfy (i) costs of closing,
(ii) property taxes, (iii) real estate commission owed to Bill
Bahny and Bill Bahny and Associates, and (iv) the remaining balance
to Bank of Colorado.

Jeffrey W. Berger and Tami M. Berger sought Chapter 11 protection
(Bankr. D. Mont. Case No. 18-60032) on Jan. 16, 2018.  The Debtor
tapped PATTEN, PETERMAN, BEKKEDAHL & GREEN P.L.L.C., as counsel.


JFT PROPERTIES: $10K Private Sale of Garland County Property Okayed
-------------------------------------------------------------------
Judge Ben Barry of the U.S. Bankruptcy Court for the Western
District of Arkansas authorized JFT Properties, LLC's private sale
of the real property located at the corner of Sleepy Valley Road
and Sargo Drive, Garland County, Arkansas to Alicia Danice Parrish
and Willie Parrish, III for $10,000.

The sale is free and clear of the lien held by Greenwich Investors
XLVII REO, LLC, which has since been assigned to East Coast
Properties, LLC, Leokate, LLC and Baskets Unlimited Brands, LLC.

There are no closing costs associated with the proposed transaction
since it is a private sale that has come to fruition through the
efforts of the Debtor and its principals.  There are no outstanding
administrative expenses as of the date of this Order.

The proceeds from the sale of the Property will be distributed in
accordance with the terms of the Agreed Order Granting Conditional
Relief from Stay entered by the Court on June 2, 2017, to wit, to
the claim of the Objecting Parties.

                      About JFT Properties

JFT Properties, LLC, sought Chapter 11 protection (W.D. Ark. Case
No. 16-70762) on March 29, 2016.  In the petition signed by Thomas
F. Thomason, member, the Debtor disclosed total assets at $1.09
million and total liabilities at $351,881.  The Debtor tapped Brad
J. Moore, Esq., at Frederick S. Wetzel, III, P.A. as counsel.


JOSEPH HEATH: Arbins Buying Alexandria Property for $469K
---------------------------------------------------------
Joseph F. Heath asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to authorize the sale of the real property
described as Lot 43, Section 30, of the Kingstown Subdivision, Tax
Map ID #91-4-9-30-43, as found at Deed Book 10067, Page 149, in the
Land Records of the City of Alexandria, Virginia, and otherwise
known as 7206 Lensfield Court, Alexandria, Virginia, to Todd Arbin
and Vivian Arbin for $469,000.

The Debtor proposes selling the property to the Buyers for
$469,000, pursuant to the Residential Sales Contract dated April
30, 2018, with Addendums.  There is no seller's real estate
commission incurred in this transaction, and only the Buyers'
agent's commission of 2.5% (total) commission is due on the sale.
Heath is a 50% owner of the property titled jointly with David J.
Schearer, who will be paid his 50% of the net proceeds at
settlement.

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

    http://bankrupt.com/misc/Joseph_Heath_346_Sales.pdf

The property is encumbered by two liens: a Deed of Trust with
Nationstar Mortgage, doing business as Mr. Cooper, with a balance
of approximately $342,168, and a tax lien against the Debtor's 50%
interest held by the Internal Revenue Service in the amount of
$970,369 (proof of Claim 3-1).  The total of all liens on the
property exceed the property's value and the net proceeds which
are
expected to come from the proposed sale.

The value received from the sale is appropriate; this is the
highest price received for any property in this subdivision within
the last two years.  A Comparative Market Analysis of the property
shows an average sale price of comparable homes as $460,975.  A
draft ALTA Combined Settlement Statement 1 estimates that after
payment of the Cooper lien and the expenses of sale, and the
Debtor's share of the proceeds in the amount of $56,537 would be
payable to the IRS, less a reserve for the United States Trustee's
Quarterly fees for the 2nd Quarter of 2018.

Upon information and belief, the trust holders whose claims are
impaired by the proposed sale either have or will consent to the
sale.

The Debtor proposes to pay the first trust in its entirety from the
sale and turning over the balance at settlement to the IRS less an
appropriate reserve for the payment of the United States Trustee's
Quarterly Fees which will be incurred by the transaction.

The proposed sale is in the best interest of the estate, since it
represents the greatest value to the estate and to the creditors
which may be derived from the property, and also because the sale
of this property will reduce the indebtedness owed to the IRS, the
blanket lien holder, and help to create equity in the other
property securing their claims.

The Motion is consistent with the Second Amended Plan of the debtor
confirmed by the Court on Dec. 22, 2017.

The Creditors:

          NATIONSTAR MORTGAGE
          P.O. Box 619098
          Dallas, TX 75261-9098

          INTERNAL REVENUE SERVICE
          P.O. Box 7346
          Philadelphia, PA 19101-7346

                     About Joseph F. Heath

Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 07-14107) on Dec. 27, 2007.  The Debtor estimated assets in
the
range of $0 to $50,000 and $100,001 to $500,000 in debt.  The
Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett
A. Brown, as counsel.


JPMCC 2004-C2: Foreclosure Underway on Hillside MHP Loan Portfolio
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on two classes
and affirmed the ratings on six classes in J.P. Morgan Chase
Commercial Mortgage Securities Corp. 2004-C2, Commercial Mortgage
Pass-Through Certificates, Series 2004-C2 as follows:

Cl. H, Upgraded to A3 (sf); previously on May 25, 2017 Upgraded to
Baa1 (sf)

Cl. J, Upgraded to Baa2 (sf); previously on May 25, 2017 Upgraded
to Baa3 (sf)

Cl. K, Affirmed Caa1 (sf); previously on May 25, 2017 Affirmed Caa1
(sf)

Cl. L, Affirmed Caa3 (sf); previously on May 25, 2017 Affirmed Caa3
(sf)

Cl. M, Affirmed C (sf); previously on May 25, 2017 Affirmed C (sf)

Cl. N, Affirmed C (sf); previously on May 25, 2017 Affirmed C (sf)

Cl. P, Affirmed C (sf); previously on May 25, 2017 Affirmed C (sf)

Cl. X, Affirmed C (sf); previously on Jun 9, 2017 Downgraded to C
(sf)

RATINGS RATIONALE

The ratings on two P&I classes, Cl. H and Cl. J, were upgraded
primarily due to an increase in credit support since Moody's last
review, resulting from paydowns and amortization, as well as
Moody's expectation of additional increases in credit support
resulting from the payoff of a loans approaching maturity that is
well positioned for refinance. The pool has paid down by 6% since
Moody's last review and 97% since securitization. In addition, a
loan constituting 8% of the pool that has debt yields exceeding
16.0% are scheduled to mature within the next eight months.

The ratings on five P&I classes were affirmed because the ratings
are consistent with Moody's expected loss from specially serviced
and troubled loans.

The rating on the IO class, Cl. X, was affirmed based on the credit
quality of its referenced classes.

Moody's rating action reflects a base expected loss of 16.5% of the
current pooled balance, compared to 3.9% at Moody's last review.
Moody's base expected loss plus realized losses is now 1.7% of the
original pooled balance, compared to 1.3% at the last review.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. Performance that falls outside the given range can
indicate that the collateral's credit quality is stronger or weaker
than Moody's had previously expected.

Factors that could lead to an upgrade of the ratings include a
significant amount of loan paydowns or amortization, an increase in
the pool's share of defeasance or an improvement in pool
performance.

Factors that could lead to a downgrade of the ratings include a
decline in the performance of the pool, loan concentration, an
increase in realized and expected losses from specially serviced
and troubled loans or interest shortfalls.

METHODOLOGY UNDERLYING THE RATING ACTION

The principal methodology used in rating J.P. Morgan Chase
Commercial Mortgage Securities Corp. 2004-C2, Cl. H, Cl. J, Cl. K,
Cl. L, Cl. M, Cl. N, and Cl. P was "Moody's Approach to Rating
Large Loan and Single Asset/Single Borrower CMBS" published in July
2017. The methodologies used in rating J.P. Morgan Chase Commercial
Mortgage Securities Corp. 2004-C2, Cl. X were "Moody's Approach to
Rating Large Loan and Single Asset/Single Borrower CMBS" published
in July 2017 and "Moody's Approach to Rating Structured Finance
Interest-Only (IO) Securities" published in June 2017.

Moody's analysis incorporated a loss and recovery approach in
rating the P&I classes in this deal since 7% of the pool is in
special servicing and Moody's has identified an additional troubled
loan representing 52% of the pool. In this approach, Moody's
determines a probability of default for each specially serviced and
troubled loan that it expects will generate a loss and estimates a
loss given default based on a review of broker's opinions of value
(if available), other information from the special servicer,
available market data and Moody's internal data. The loss given
default for each loan also takes into consideration repayment of
servicer advances to date, estimated future advances and closing
costs. Translating the probability of default and loss given
default into an expected loss estimate, Moody's then applies the
aggregate loss from specially serviced and troubled loans to the
most junior class(es) and the recovery as a pay down of principal
to the most senior class(es).

DEAL PERFORMANCE

As of the May 15, 2018 distribution date, the transaction's
aggregate certificate balance has decreased by 97% to $29.8 million
from $1.03 billion at securitization. The certificates are
collateralized by 11 mortgage loans ranging in size from 2% to 52%
of the pool. Two loans, constituting 7% of the pool, have defeased
and are secured by US government securities.

Moody's uses a variation of Herf to measure the diversity of loan
sizes, where a higher number represents greater diversity. Loan
concentration has an important bearing on potential rating
volatility, including the risk of multiple notch downgrades under
adverse circumstances. The credit neutral Herf score is 40. The
pool has a Herf of 3, the same as at Moody's last review.

Eleven loans have been liquidated from the pool, resulting in an
aggregate realized loss of $12.3 million (for an average loss
severity of 28%). One loan, constituting 6.5% of the pool, is
currently in special servicing. The specially serviced loan is the
Hillside MHP Portfolio ($1.9 million -- 6.5% of the pool), which is
secured by three manufactured housing properties located in Mount
Morris, Nunda and Silver Springs, New York. The loan transferred to
special servicing in April 2014 for maturity default, however, the
borrower continued to remit debt service payments (accepted subject
to non-waiver) until July 2015. The Borrower was unable to
refinance and the special servicer indicated that the foreclosure
process is being pursued. As of January 2018, the property was only
59% occupied.

Moody's has also assumed a high default probability for one
troubled loan, constituting 52% of the pool. Moody's has estimated
an aggregate loss of $4.9 million from the specially serviced and
troubled loans.

Moody's received full year 2016 operating results for 86% of the
pool, and full or partial year 2017 operating results for 75% of
the pool (excluding specially serviced and defeased loans).
Excluding the defeased, specially serviced and troubled loans,
Moody's weighted average pool LTV is 45%, compared to 78% at
Moody's last review. Moody's net cash flow (NCF) reflects a
weighted average haircut of 13% to the most recently available net
operating income (NOI). Moody's value reflects a weighted average
capitalization rate of 8.9%.

Moody's actual and stressed pool DSCRs are 1.15X and 2.32X,
respectively, compared to 1.15X and 1.46X at the last review.
Moody's actual DSCR is based on Moody's NCF and the loan's actual
debt service. Moody's stressed DSCR is based on Moody's NCF and a
9.25% stress rate the agency applied to the loan balance.

The top three non-specially serviced loans represent 70% of the
pool balance. The largest loan is the Employers Reinsurance
Corporation II Loan ($15.5 million -- 52.1% of the pool), which is
secured by a three-story Class B office building with a total net
rentable area of 166,641 square feet (SF) in Kansas City, Missouri.
The property is fully leased by Swiss Reinsurance America
Corporation with a lease expiration in April 2019. While the loan
remains current, the tenant has vacated the property and is
currently subleasing their space to Burns & McDonnell, a global
engineering company, whose headquarters building is located about
one mile to the east. Due to the single tenancy and the upcoming
lease expiration in April 2019, Moody's has identified this as a
troubled loan.

The second largest is the Alta Decatur Shopping Center Loan ($2.7
million -- 9.2% of the pool), which is secured by a 61,120 SF
retail center located in Las Vegas, Nevada, approximately six miles
from the strip. The property was 100% occupied as of May 2018. The
loan is fully amortizing and has amortized 56% since
securitization. Moody's LTV and stressed DSCR are 48% and 2.05X,
respectively.

The third largest loan is the Spring Valley II Apartments Loan
($2.5 million --- 8.3% of the pool), which is secured by an
120-unit apartment complex built in 2002. As of December 2017, the
property was 100% occupied, the same as in December 2016. The loan
benefits from amortization and has amortized 38% since
securitization. Moody's LTV and stressed DSCR are 60% and 1.58X,
respectively, compared to 63% and 1.51X at the last review.


JUDITH CAPARRO: Benjamin Buying Saddle River Property for $2.5M
---------------------------------------------------------------
Judith Caparro asks the U.S. Bankruptcy Court for the District of
New Jersey to authorize her private sale of the real property
located at 31 Old Woods Road, Saddle River, New Jersey to Benjamin
Capital, LLC for $2.5 million.

The Debtor and her husband are the owners of the Subject Property.

The Subject Property is subject to the following secured creditor
liens: (i) lien in the approximate amount of $1,806,142 in favor of
Bank of the Internet; (ii) lien in the approximate amount of
$143,871 in favor of the IRS; (iii) lien in the approximate amount
of $360,000; and (iv) the approximate total amount of the secured
claims is $2,310,013.

The Debtor has received an offer to purchase the Subject Property
from a third-party for the amount of $2.5 million, free and clear
of liens, claims, encumbrances and interest, and are awaiting to
enter into the agreement of sale pending the Court's decision.  The
Debtor asks authority to sell the Subject Property free and clear
of all liens, claims, encumbrances, and interest, including but not
limited to: all mortgages, judgments, liens and lis pendens of
record; and all claims of ownership or other equitable rights of
any party of any kind.

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

    http://bankrupt.com/misc/Judith_Caparro_106_Sales.pdf

As of the filing of the Motion, the Debtor has not conferred with
the Creditors regarding the sales of the Subject Property.
However, a copy of the Motion was forwarded to the parties. In
addition, all sales proceeds, other than taxes, commissions and
closing costs will be held in escrow and the Debtor intends on
filing a motion for the use of cash collateral in the upcoming days
in order to pay the secured creditors in full.

The sale involves the Debtor selling the Subject Property to a
third-party who will then allow the Debtor to lease the home with
an option to buy the property back within a matter of 24 months.
The third-party buyer has evidenced that it has the ability to
close and consummate the transaction, with a tentative closing date
set for May 11, 2018.  The Debtor has no connections with the
third-party buyer.

In addition, the sale of the Subject Property constitutes a sale in
good faith and for fair value within the meaning of Section 363 of
the Bankruptcy Code. The sale of the Subject Property will benefit
the Debtor and all of the Debtor's creditors as it will bring funds
into the Debtor's estate in order to pay off the secured creditors
in full, thereby making a full cure.  More importantly, if the sale
is not approved on an expedited basis, the Debtor may lose the
commitment that they already obtained and the third-party will be
prejudiced.

The Debtor respectfully asks that in order not to lose the Buyer
and have the proposed sale go forward, she be authorized to reduce
the notice period and have an expedited hearing of the Motion.  She
asks a hearing date on May 8, 2018, the same date for the current
motion to appoint a real estate broker, which motion is requested
to be withdrawn, or as soon as the Court can accommodate the
Debtor.

Simultaneously with the Motion, the Debtor has filed an application
for an order scheduling an expedited hearing, limiting notice and
reducing the notice period pursuant to Bankruptcy Rule 9006(c)(l)
and D.N.J. LBR 9013-1 in connection with the Motion.

The Purchaser:

          BENJAMIN CAPITAL, LLC
          250 Pehle Ave.
          Suite 200
          Saddle Brook, NJ 07026

Counsel for Debtor:

          Marvin Lehman, Esq.
          SCHWARTZ EDELSTEIN LAW GROUP LLC
          100 South Jefferson Road
          Suite 200
          Whippany, NJ 07981
          Telephone: (973) 301-0001
          Facsimile: (973)993-3152
          E-mail: MLehman@selawgroup.com

Judith Caparro sought Chapter 11 protection (Bankr. D.N.J. Case No.
17-17105) on April 7, 2017.  The Debtor tapped Marvin Lehman, Esq.,
as counsel.


KEVIN WRIGHT: $145K Sale of Philadelphia Properties to ROI Approved
-------------------------------------------------------------------
Judge Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized Kevin J. Wright's
private sale of the real estate located at (i) 1462 N. Newkirk
Street, Philadelphia, Pennsylvania for $75,000 and (ii) 1410 N.
Dover Street, Philadelphia, Pennsylvania $70,000 to ROI National,
LLC.

The Debtor is authorized to pay at closing, real estate and
transfer taxes, water/sewer liens, any and all other liens or
encumbrances and ordinary settlement costs, and 6% realtor’s
commission to Keller Williams, Center City.

Kevin J. Wright sought Chapter 11 protection (Bankr. E.D. Penn.
Case No. 15-17104) on Oct. 1, 2015.



KEVIN WRIGHT: $45K Sale of Philadelphia Property to 1445 Approved
-----------------------------------------------------------------
Judge Jean K. FitzSimon of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania authorized Kevin J. Wright's
private sale of the real estate located at 1228 N. Dover Street,
Philadelphia, Pennsylvania to 1445 Hollywood, LLC and/or Assignee
for $45,000.

The Debtor is authorized to pay at closing, real estate and
transfer taxes, water/sewer liens, any and all other liens or
encumbrances and ordinary settlement costs, and 6% realtor's
commission to Keller Williams, Center City.

Kevin J. Wright sought Chapter 11 protection (Bankr. E.D. Penn.
Case No. 15-17104) on Oct. 1, 2015.




LARGO RESOURCES: Moody's Assigns B2 CFR & Sr. Secured Rating
------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Largo
Resources Ltd., consisting of a B2 corporate family rating (CFR), a
B2-PD probability of default rating (PDR), a B2 senior secured
rating and an SGL-2 liquidity rating. The ratings outlook is
stable.

Largo Resources' proposed financing is for US$150 million of senior
secured notes due 2021. Proceeds will be used to refinance existing
debt.

Assignments:

Issuer: Largo Resources Ltd.

Probability of Default Rating, Assigned B2-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned B2

Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3)

Outlook Actions:

Issuer: Largo Resources Ltd.

Outlook, Assigned Stable

RATINGS RATIONALE

Largo Resources' B2 rating is constrained by its small size
(revenue of US$135 million in 2017), concentration risk (only
produces vanadium, at one mining site) and commodity price risk
(vanadium pricing is volatile and opaque). Providing support to the
ratings is the high grade of vanadium produced by Largo, a cost
profile (cash costs of $3.64/lb in 2017) that is below the 15- year
average price for vanadium ($7.71/lb), possible increasing use of
vanadium in batteries, aerospace, chemical plants and steel,
together with good liquidity and expected conservative financial
policies.

The company has good liquidity (SGL-2), which includes an expected
cash balance of $18 million following completion of the proposed
financing and Moody's expectation of free cash flow of $65 million
in 2018 (using a $10 average vanadium price). The company does not
have a credit facility in place and does not have financial
covenants.

The B2 rating (same as the CFR) on the proposed senior secured
notes reflects a one notch downward override from the Loss Given
Default (LGD) model implied outcome of B1. The override reflects
the fact that the senior secured notes will represent the
preponderance of debt in the capital structure.

The stable outlook reflects Moody's expectation that Largo
Resources will maintain its leverage below 4x and will generate
positive free cash flow.

Largo's CFR could be upgraded if the current strength of vanadium
pricing is sustained, and if the company is able to maintain
adjusted debt/EBITDA below 2x and continues to generate positive
free cash flow.

A downgrade would likely occur if Largo experiences operating
challenges at its mine, leading to negative cash flow generation,
the company's liquidity weakens, or the company's sustained
adjusted debt/EBITDA is above 4x.

Largo Resources is a publicly traded vanadium mining company. Its
mine, Maracás Menchen, is located in the Bahia state of Brazil and
has been in commercial production since Q4 2015. Revenue for the
year ended December 31, 2017 was $135 million.

The principal methodology used in these ratings was Mining Industry
published in April 2018.


LARGO RESOURCES: S&P Assigns Preliminary 'B-' CCR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings said it assigned its 'B-' preliminary long-term
corporate credit rating to Canada-based vanadium mining company
Largo Resources Ltd. The outlook is stable.

S&P said, "At the same time, S&P Global Ratings assigned its 'B'
preliminary issue-level rating and '2' preliminary recovery rating
to the company's proposed US$150 million senior secured notes. The
'2' recovery rating reflects our expectation of substantial
(70%-90%; rounded estimate 75%) recovery in the event of default.

Final ratings will depend on our receipt and satisfactory review of
final transaction documentation, and successful execution of the
proposed financing. If the terms of the executed financing
documentation depart from materials we have reviewed, we reserve
the right to withdraw or amend our ratings on Largo. Potential
changes include, but are not limited to, the use of proceeds,
maturity, size, guarantees, and ranking of the notes.

"The rating on Largo primarily reflects the company's limited
operating breadth as a single-asset producer of vanadium, with all
output generated from Largo's Maracas Menchen mine in Brazil. We
also incorporate the risks associated with Largo's relatively short
operating track record, which reduces visibility on the
sustainability of the company's cost profile. In addition, Largo's
operating performance and liquidity are highly sensitive to the
price of vanadium pentoxide (V2O5), which is input for steel
production and is historically volatile. Largo is currently
benefiting from the sharply higher V2O5 prices over the past year,
but the company's majority financial sponsor ownership limits
ratings upside."

Largo is one of the few primary vanadium producer globally. Its
Maracas Menchen mine produces standard V2O5 flake, high-purity V2O5
flake, and high-purity V2O5 powder. The mine achieved design
capacity in second-quarter 2016, with consistent grades and
improving recoveries in 2017. The company is proposing to issue
US$150 million of senior secured notes to repay its debt
outstanding, with the exception of C$27 million of Brazilian
unsecured bank debt.

S&P said, "The stable outlook reflects our expectation that Largo
will generate average adjusted debt-to-EBITDA in low-2x area and
positive free cash flows at least over the next year amid a
favorable V2O5 industry environment that has led to prices well
above historical average levels. However, we also consider the high
sensitivity of the company's cash flows and liquidity to
historically volatile V2O5 prices.

"A downgrade could occur if Largo's liquidity position deteriorated
such that it would limit the company's ability to service interest
and maintain capital spending requirements, and result in what we
view as an unsustainable capital structure. In this scenario, we
would expect realized V2O5 prices to fall below US$5.00/lb,
materially lower than the current prices, or experience operational
disruption that constrains production and cash flow generation.

"Although unlikely over the next 12 months, we could consider an
upgrade if Largo sustains its strong margins while at least
maintaining current cash flow and leverage expectations. We could
also consider an upgrade if we view the company's long-term
financial policy (associated with the financial sponsor ownership)
to be more conservative, thereby reducing the risk of materially
higher leverage."


LOCKWOOD HOLDINGS: Selling Aviation's Legacy 500 for $14 Million
----------------------------------------------------------------
Lockwood Holdings, Inc., and certain of its affiliates ask the U.S.
Bankruptcy Court for the Southern District of Texas to approve
their sale of LH Aviation, LLC's Embraer Executive Aircraft "Legacy
500" aircraft, Serial No. 55000007, FAA registration N424ML,
together with two Honeywell HTF7500E engines bearing Serial Nos.
P131124 and P131125, and one Honeywell GTCP 36-150 auxiliary power
unit bearing Serial No. P112, together with avionics, components,
parts, accessories and other equipment installed therein, and
complete and original aircraft and engine logbooks, maintenance
records, manuals and other records, specific thereto that are in
the Sellers possession, for $14 million.

A hearing on the Motion is set for May 14, 2018, at 4:00 p.m.
(CT).

On May 4, 2018, the Debtors filed their Stipulation and Agreed
Order Extending the Deadline to Consummate the Sale of a Certain
Embraer Aircraft, whereby the Debtors and Wells Fargo Equipment
Finance, Inc. ("WFEF") agreed to extend the Closing Deadline to
June 6, 2018.

Although Aviation owns the Aircraft, the Aircraft is subject to a
security interest in favor of WFEF.  As part of the Debtors'
ongoing efforts to reorganize, the Debtors have determined that (i)
continued ownership of the Aircraft is uneconomical, (ii) the
Aircraft Sale Transaction contemplated is more favorable to the
Debtors than that contemplated by any other offers received by the
Debtors, and (iii) the Aircraft Sale Transaction is in the best
interests of the Debtors, their estates, and their creditors.

The Asset Purchase Agreement contemplates that the Debtors will
sell the Aircraft to the Purchaser in exchange for a purchase price
of $14 million, with $300,000 deposit.  The sale will be free and
clear of all liens, claims, and encumbrances and any other
interest.  The Purchaser is the buyer who submitted the highest and
best offer in an arms'-length transaction.  

jetAVIVA, LLC was retained by the Debtors prior to the First
Petition Date to market the Aircraft and has continued such
marketing efforts post-petition.  The Debtors believe that a
fulsome marketing process has been conducted and the proposed sale
of the Aircraft upon the terms contained in the Motion is in the
best interest of their bankruptcy estates.

A portion of the Purchase Price will be used (a) to pay jetAVIVA
the broker fee (2% of the $14 million purchase price) and expenses
contemplated under the engagement agreement approved by the Court
in the jetAVIVA Retention Order; (b) to pay costs and expenses
under the APA and any taxes relating to the Aircraft; and (c) pay
the net sale proceeds to WFEF in full and final satisfaction of the
WFEF Liens, the Aircraft Loan and any pre-petition and
post-petition claims of WFEF and Wells Fargo regarding or relating
to the Aircraft.  WFEF has recently asserted that it has a claim
secured by the Aircraft in the amount of at least $13,834,060 as of
May 2, 2018.  

Additionally, the APA contemplates Aviation paying certain costs
and expenses as part of the sale transaction.  The Debtors intend
to pay such costs and expenses at Closing from the proceeds of
sale.  However, since the APA obligates the Purchaser to put the
estimated amount of the reimbursement owed by Purchaser to Aviation
into escrow prior to the Visual Inspection, Inspection and Closing;
and because the Aircraft is covered by certain Warranty/Maintenance
Contracts, the Debtors believe that other than the jetAVIVA broker
fee and expenses, the costs and expenses to the Debtors' estates to
close the Aircraft sale pursuant the Aircraft Sale Transaction will
likely be less than $30,000.  If the Court approves the Aircraft
Sale Transaction, the Debtors and the Purchaser expect that the
delivery of the Aircraft to the Purchaser will take place in late
May 2018 or early June 2018.

Pursuant to the APA, the Purchaser paid a security deposit to
Aero-Space Reports, Inc., Oklahoma City, Oklahoma, Attn: Kelli
Schmidt, as escrow agent to be held in escrow, which will be
refundable upon the occurrence of certain events, including
Aviation's breach of the APA.  The Deposit will be applied to the
Purchase Price at closing, subject to the terms of the APA.

The terms of the APA also require that Aviation pay certain costs
and expenses, including such costs and expenses that will
thereafter be reimbursed by the Purchaser including, but not
limited to, (a) costs and expenses for the Visual Inspection, and
(b) the Inspection.  As previously noted, the APA requires
Purchaser to deposit in escrow the estimated amounts to reimburse
Aviation for certain costs and expenses; which effectively
eliminates or reduces, the cost exposure to the Debtors' estates.
Aviation will have the right to terminate the APA if the out of
pocket cost to remedy the Discrepancies exceeds the sum of
$250,000.

The APA also provides for the Debtors to address certain
Discrepancies including airworthiness -- related discrepancies,
with certain restrictions, and to pay 50% of the cost of the escrow
agent's fee (the Debtors' portion of the escrow fee is estimated to
be approximately $2,422).

The closing of the Aircraft Sale Transaction will be subject to
certain conditions precedent, including (a) approval of the
Aircraft Sale Transaction by an order of the Court, (b) an
inspection of the Aircraft, and (c) the performance by Aviation and
the Purchaser of all obligations under the APA required to be
performed prior to the date of delivery.

The proposed Aircraft Sale Transaction is an important part of the
Debtors' long-term restructuring efforts.  It is not a sale made in
haste at a discounted price to generate cash, but a thoroughly
considered transaction that is anticipated to satisfy the existing
indebtedness and transaction fees and expenses owing to WFEF.

The Debtors understand that WFEF and Wells Fargo have approved the
sale.

Aviation is a party to the following executory contracts: (a)
AS907/HTF7500 Turbofan Engine Maintenance Service Plan (MSP)
Contract with Honeywell International, Inc. dated effective Dec.
28, 2015; (b) AS907[HTF 7500] Turbofan Engine Commercial Warranty
with Honeywell; (c) the GTCP36-150 Auxiliary Power Unit (APU)
Maintenance Service Plan Contract with Honeywell dated  effective
Dec. 28, 2015; (d) a GTCP36-150 Auxiliary Power Unit Commercial
Warranty with Honeywell; (e) Legacy® 500 Embraer Executive Care™
Program Agreement No. SCE0007-16 with Embraer Executive Jet
Services, LLC effective Dec. 29, 2015; (f) any warranty provided by
Embraer regarding the Aircraft; and (g) CAMP Maintenance Tracking
and/or EHM Service contract with CAMP Systems International, Inc.
In substance, the Warranty/Maintenance Contracts provide for
certain repairs, other maintenance, warranties and/or services
relating to the Aircraft, pursuant to the terms thereof.

The Debtors ask entry of an order assuming the Warranty/Maintenance
Contracts and an assignment of the Warranty/Maintenance Contracts
to the Purchaser at the Closing.  The Debtors assert that there are
no defaults by the Debtors in the Warranty/Maintenance Contracts
and therefore no cure is required.  At Closing, the Debtors and the
Debtors' bankruptcy estates will be relieved of any further
liability on the Warranty/Maintenance Contracts.

They also ask that the Court orders Embraer Executive Jets, LLC to
complete the installations required by the ADS-B Service Bulletin
and Belted Toilet Service Bulletin at Embraer's expense, to be
scheduled by the Purchaser and Embraer at a mutually agreeable date
post-Closing if not feasible to complete before Closing.

In the case, the Debtors are obligated to sell the Aircraft
pursuant to the Lift Stay Order or the Aircraft will be returned to
WFEF.  The Debtors believe that the Aircraft Sale Transaction
appropriately balances their ability to maximize value for their
estates while efficiently capitalizing on a potential sale of the
Aircraft on an expedited timeline.  Thus, the Debtors believe that
the Aircraft Sale Transaction is in the best interests of the
Debtors, their respective estates, and their creditors.
Accordingly, they ask the Court to approve the relief requested.

The Debtors ask that any order granting the relief requested be
effective immediately by providing that the 14-day stay under
Bankruptcy Rule 6004(h) is waived.  Finally, they ask a hearing on
the Motion during the week of May 14, 2018 or such other date as
the Court's docket may allow.  They did not file the Motion earlier
because the executed APA was not received from the Purchaser until
April 27, 2018 and negotiations with WFEF have been ongoing
thereafter.

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

   http://bankrupt.com/misc/Lockwood_Holdings_369_Sales.pdf

Aviation is represented by:

          Mark Shapiro
          Chief Restructuring Officer
          GLASSRATNER ADVISORY &
          CAPITAL GROUP, LLC
          3500 Maple Avenue
          Suite 500
          Dallas, TX 75219
          E-mail: mshapiro@glassratner.com

                    About Lockwood Holdings

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

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

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

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

The Debtors tapped Jason S. Brookner, Esq., at Gray Reed & McGraw
LLP as counsel, and Spagnoletti & Co. as their special litigation
counsel.  Imperial Capital, LLC, is the Debtors' investment
banker.

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

On March 28, 2018, the Court appointed jetAVIVA, LLC, as aircraft
broker.


LOUISVILLE ROOF: Private Sale of Assets to Brownstone Approved
--------------------------------------------------------------
Judge Basil H. Lorch, III of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized Louisville Roof Repair and
Replace, LLC's private sale of assets o Brownstone, L.L.C.

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

                   About Louisville Roof Repair

Louisville Roof Repair and Replace, Limited Liability Company,
d/b/a Capital Roofing Solutions d/b/a Louisville Roof, is a
residential roofing contractor in the southern Indiana and
Louisville, Kentucky region.  Louisville Roof bears the marketing,
administrative, and job material costs, but it subcontracts the
installation labor as necessary for the various contracts.  Sales
commissions, materials, and subcontractors constitute approximately
80% of the Debtor's expenses, making the Debtor very responsive to
changes in market demand.

Louisville Roof Repair and Replace filed a Chapter 11 petition
(Bankr. S.D. Ind. Case No. 18-90039) on Jan. 15, 2018.  In the
petition signed by Lora Bentley, managing member, the Debtor
estimated $100,000 to $500,000 in assets and $500,000 to $1 million
in liabilities.


MCGRAW-HILL GLOBAL: Bank Debt Trades at 4% Off
----------------------------------------------
Participations in a syndicated loan under which McGraw-Hill Global
Education Holdings LLC is a borrower traded in the secondary market
at 95.75 cents-on-the-dollar during the week ended Friday, May 11,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.67 percentage points from
the previous week. McGraw-Hill Global pays 400 basis points above
LIBOR to borrow under the $1.575 billion facility. The bank loan
matures on May 2, 2022. Moody's rates the loan 'B1' and Standard &
Poor's gave a 'B+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, May 11.


MD CUSTOMS: Gillani Buying Atlanta Commercial Property for $645K
----------------------------------------------------------------
MD Customs, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Georgia to authorize the sale of the commercial
property located at 4395 Fulton Industrial Blvd., Atlanta, Georgia,
tax parcel ID no. 14F0052LL0615, to Munira Gillani for $645,000.

The objection deadline is May 28, 2018.

The Debtor and the Buyer have entered into Commercial Purchase and
Sale Agreement, dated May 2, 2018, for the sale and purchase of the
Property.  The earnest money deposit is $5,000.  The Agreement
contemplates to close the sale on June 13, 2018.  

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

    http://bankrupt.com/misc/MD_Customs_9_Sales.pdf

The closing costs are estimated at $5,000.  There is a mortgage
against the Property being held by Knight Spartan Fund Series I LP
in the approximate amount of $396,350.  The Debtor proposes to sell
the Property and pay off the outstanding mortgage.  This will
resolve all issues in the pending Chapter 11 case.

The Mortgagee:

          KNIGHT SPARTAN FUND SERIES I LP
          225 W. Canton Ave., Ste. 600
          Winter Park, FL 32789

                        About MD Customs

MD Customs, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-53868) on March 5,
2018.  At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000.  Judge
Paul Baisier presides over the case.


MEDALLIO MIDLAND: Fitch Affirms 'BB-' IDR on Slow Volume Growth
---------------------------------------------------------------
Fitch Ratings has affirmed its ratings on Medallion Midland
Acquisition LLC and its wholly owned operating subsidiary Medallion
Gathering & Processing as follows:

Medallion Midland Acquisition, LLC
  --Long-term Issuer Default Rating (IDR) at 'BB-';
  --Senior secured term loan at 'BB+'/'RR1'.

Medallion Gathering & Processing, LLC
  --Long-term IDR 'BB-'.

Additionally, Fitch has revised the Rating Outlook to Negative from
Stable for both issuers.

The Negative Outlook is reflective of underperformance in volume
growth relative to Fitch's prior expectations. While Medallion's
volumes continue to show meaningful growth, field constraints and
capacity bottlenecks have led to slower than anticipated growth in
volumes. Producers with acreage dedications remain active on
Medallion acreage and well results have been good. However, the
delay in volume growth is expected to lead to a deterioration in
credit metrics for 2018 versus prior forecasts. Fitch now expects
2018 leverage at roughly 8.0x well above the 5.8x previously
forecast. Importantly, though, 2019 leverage is expected to improve
to below 6.0x, Fitch's negative leverage sensitivity threshold.
Should volume growth further slow during 2018 from current
expectations Fitch would likely downgrade Medallion to a 'B+' IDR.


KEY RATING DRIVERS

Slower Volume Growth: Within the Permian basin field constraints
and capacity bottlenecks have led to slower than anticipated growth
in volumes on Medallion dedicated acreage. As a result, volume
growth has not been as robust as Fitch previously projected and
2018 metrics are expected to be weaker than anticipated. The volume
miss is largely being driven by underperformance by select
producers on Medallion acreage and is largely expected to be
transitory. Medallion system volumes remain growing fairly rapidly,
total system volumes in the grew 28% and 5% quarter over quarter in
4Q17 and 1Q18 respectively. May production is forecast to be 15%
above 1Q18 averages on Medallion's system.

Fitch currently believes that the slower growth in volumes will be
transitory and Medallion system volumes will support significant
deleveraging in 2019 to below 6.0x. Frac crew availability is
increasing and completion activity is expected to accelerate in the
2Q18. Logistical takeaway constraints for production are expected
to remain at least until mid-2019, but Medallion does offer its
customers flexible delivery to multiple long haul pipe origin
points and its major producer counterparties have fairly diverse
volume commitments on multiple pipes so their production is not
expected to be stranded.

Production Fundamentals Remain Favorable: Oil production from the
Midland basin has been and is expected to continue to post
significant growth. The Midland region has some of the lowest
breakeven costs and highest producer IRRs in North America.
Medallion's volumes have consistently grown since its inception
even as oil prices have experienced significant
declines/volatility. Medallion's customers have dedicated over
690,000 acres to Medallion and are currently actively drilling
within this dedicated acreage with 31 rigs currently running on
Medallion dedicated acres with more rigs anticipated to be added in
2H18.

Counterparty Risk: Medallion has a limited customer base of 13
customers with fixed fee contracts that provides for limited direct
commodity price exposure for Medallion. These contracts vary in
length, with a weighted average of eight years. The contracts are
further supported by acreage dedications of roughly 690,000 acres
and the contracts require that all crude oil production within
these dedicated acres must flow on Medallion's system. The majority
of volumes are expected to come from six producers. A significant
percentage of volumes are expected to come from investment grade
counterparties, which Fitch believes helps to limit some of the
counterparty risks. Fitch notes that all of Medallion's producers
have been ramping up production across their Permian footprint and
are expected to continue to do so in the near to intermediate term.


High Initial Leverage Metrics: Fitch expects leverage to be high at
year-end 2018 at just over 8.0x with fixed charge coverage
(including amortization) of 1.8x. Leverage should improve rapidly
as volumes ramp across Medallion's system in combination with the
amortization and cash flow sweep. Fitch expects 2019 leverage at
roughly 5.5x to 6.0x, worse than its prior forecast but within the
negative sensitivity tolerances. Additionally, Fitch expects
Medallion to be FCF positive in 2019 and excess cash will go
towards debt repayment under the cash flow sweep provision in the
term loan. Fitch expects Medallion ultimately to manage to leverage
at or below 4.0x with an expectation that if production in the
Midland basin continues to grow it could hit that target in 2020.

Competitive Risks: Medallion operates in and around a significant
amount of existing infrastructure which could provide a significant
amount of competition on new opportunities within the Midland
basin. Offsetting some of the immediate competitive risks is the
690,000 acres dedicated by its producer counterparties to
Medallion's operations. Any competitor wishing to take significant
volumes from Medallion would need to undertake significant capital
spending to capture potential volumes and connect to existing
takeaway lines and market hubs in order to compete as contracts and
acreage dedications expire.

DERIVATION SUMMARY

Medallion's size and scale of operations are limited, in line with
similarly rated 'BB-' IDR Lucid Energy, though single asset /basin
midstream service providers credit profiles are generally more
consistent with a 'B' range IDR. However, Medallion's focus on the
prolific Midland Basin of West Texas and Fitch's expectation for
production growth along with Medallion's fixed fee long-term
contracts with significant acreage dedications, relatively
conservative capital structure, and Fitch's belief that Medallion's
assets are critical infrastructure for its customers' growing
production help to somewhat mitigate size and scale concerns.
Additionally, generally Fitch's size and scale concerns with regard
to midstream energy issuers tends to be focused on facilitating
access to capital to meet funding needs, with larger entities being
more easily access capital markets. Medallion is not expected to
need to access capital markets until term loan maturity at which
point size and scale is expected to be significantly larger with
EBITDA more consistent with other 'BB' rated midstream names.

Medallion's leverage metrics are slightly better than BCP Raptor
and Navitas Midstream near term, though all are expected to
de-lever rapidly as production from the Permian basin grows
(Delaware gas production in BCP Raptor's case; Midland oil and gas
production in Medallion's and Navitas' cases) and construction on
Medallion's system is further along. Medallion's Fitch expected
2019 leverage at between 5.5x and 6.0x is better than Fitch's
expectations for BCP Raptor (B+/Negative). Medallion's 2019
expected leverage is slightly worse than Fitch's expectations for
Lucid Energy's (BB-/Stable) 2018 expected leverage of 5.5x.
Medallion's 2019 leverage is slightly worse than Fitch's expected
leverage for NuStar Energy, LP (BB/Negative). NuStar has much
larger size, scale, operational and geographic diversity than
Medallion. NuStar recently acquired similar assets to Medallion
with its purchase of Navigator Energy Services, LLC which operates
crude gathering, storage and transportation assets in the Midland
Basin. Fitch viewed the acquisition as neutral to NuStar's ratings.



KEY ASSUMPTIONS

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

  --Base case long-term WTI price of $55.0/barrel; Rates charged to
customers consistent with contracted rates, including rate
escalators (approximately 1.5%/year rate escalation assumed).

  --Volume growth through 2022; Volume growth consistent with Fitch
expectations for Fitch rated issuers. No new acreage dedications or
new producer customers assumed.

  --Limited maintenance capital spending and growth capital
spending for the forecast period. Growth spending of $250 million
to $300 million through 2022 with increased spending in 2018
associated with projects being pulled forward. Funding of
incremental 2018 capital expenditures with equity contribution from
sponsors.

RATING SENSITIVITIES

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

  --Fitch would seek to stabilize the Outlook should volume growth
keep pace with or exceed Fitch's base case expectations and
leverage remain on track to be below 6.0x for 2019.

  --Otherwise, Fitch does not expect positive ratings action at
Medallion given the limited size and scale, operating and
geographic diversity of the issuer Should Medallion increase its
size, scale, asset, geographic or business line diversity, with a
focus on growing EBITDA above $250 million per year on a sustained
basis while maintaining leverage at or below 4.5x on a sustained
basis Fitch would consider a positive ratings action.

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

  --Further slowdown in volume growth across Medallion's system, as
evidenced by a significant decline in rig count across Medallion's
dedicated acreage or increased moderation in average daily volumes
into Medallion's system could lead to a negative ratings action.
Fitch expects 2018 volumes to average between 285 and 295 MBbls per
day.

  --Meaningful deterioration in counterparty credit quality or a
significant event at a major counterparty that impairs expected
volumes or cash flow into Medallion's system could lead to a
negative ratings action.

  --2019 leverage expected above 6.0x. Fitch now projects 2019
leverage to be between 5.5x to 6.0x. If volume growth continues to
decelerate and 2019 leverage is expected above 6.0x, Fitch would
likely take negative rating action.

  --If Medallion's revenue were to move away from its current
significant majority being fee based, for instance if commodity
price exposure were to increase above 25%, Fitch would likely take
a negative ratings action.


LIQUIDITY

Liquidity Adequate: Medallion's liquidity is expected to be
adequate. Capital projects are being accelerated into 2018, which
will drive some need for capital which is expected to be funded by
further equity injection from Medallion's sponsor GIP. Medallion
has access to a $50 million super senior priority secured revolving
credit facility which is effectively senior to its term loan. Near
term maturities are negligible with the revolver having a 2022
maturity and the term loan having a 2024 maturity. The term loan
requires a six-month debt service coverage reserve, as well as a
cash flow sweep and mandatory amortization of 1% per annum. The
term loan requires Medallion to maintain a debt service coverage
ratio (as defined in the agreement) of above 1.1x starting at the
end of the 1Q18. The revolving credit facility contains
restrictions on debt to capital, leverage, and interest coverage
ratios. As of Dec. 31, 2017, Medallion was in compliance with all
covenants and Fitch expects it to remain so throughout the forecast
period.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Medallion Midland Acquisition, LLC
  --Long-term IDR at 'BB-';
  --Senior secured term loan at 'BB+'/'RR1'.

Medallion Gathering & Processing, LLC
  --Long-term IDR at 'BB-'.

The Rating Outlook has been revised to Negative from Stable.


MICHAEL MCNULTY: Dieser Buying El Segundo Rental Property for $1.2M
-------------------------------------------------------------------
Michael McNulty asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of his residential
rental property located at 1110 E. Acacia Avenue, El Segundo,
California to Don Dieser for $1,175,000, subject to overbid.

A hearing on the Motion is set for June 7, 2018 at 10:00 a.m.

The Debtor owns the Rental Property.  The Rental Property was
scheduled to have a value of $876,000 with $605,337 in liens.  It
is reflected to have a current value of $1,145,106 according to an
April 26, 2018 appraisal estimate.  As set forth in the declaration
of the Debtor's Real Estate Broker, Brett Zebrowski, it is Broker's
opinion that the subject property is valued to its proximity
adjacent to the neighborhood.

The Debtor has received an offer from the Buyer to purchase the
Rental Property for $1,175,000 subject to these contingencies:

     a. The Buyer has offered an all Cash Offer with the initial
deposit of $35,250, and the Balance of purchase price of $1,139,750
to be deposited with Escrow Holder;

     b. Approval of the termite report and any inspection results;

     c. Approval of Title; and

     d. Receipt of a Seller-paid Fidelity National Home Warranty
policy with a cost not to exceed $675 to the Seller.

The Application to employ Broker in the case provides for a 6%
commission to be divided between the listing and selling agents as
set forth in the Listing Agreement.  The Broker represents the
Seller to the sale transaction, thus will receive a 4% commission,
and the broker representing the Buyer will receive the other 2%
commission.

The Debtor proposes that the Buyers offer be subject to overbid,
according to the procedures set forth.  However, it should be noted
that the existing Purchase and Sale agreement does not include
provision for overbids or court approval of the sale transaction.
If an addendum is not executed providing such provisions, it may
impair the overbid process.

In order to obtain the highest and best offer for the benefit of
the creditors in the Estate, the Debtor proposes the Buyer's offer
to be subject to overbid.  Notice is being provided of the
opportunity for overbidding to all interested parties in this
matter and required Local Rule Form 6004-2 is being filed with the
clerk.

The Debtor asks that the Court approves these overbid procedures:

     a. Each bid must be all Cash to the Estate, non-contingent,
and upon the same terms and conditions, other than the price, as
those proposed in the purchase agreement.  Overbids will be
evaluated based upon a base-line offer of $1,175,000, assuming a
full commission of 6%.

     b. All Interested bidders must contact the Debtor's counsel no
later than 7 days prior to the hearing scheduled for the Motion and
provide proof of funds and/or loan qualification to allow Debtor
sufficient time to confirm that proof.

     c. Minimum Overbid: At least $10,000 over the line offer of
$1,175,000 or $1,185,000

     d. Bid Increments: $1,000 or such increments as the Court may
establish.

     e. A qualified bidder must agree to pay into escrow, in
addition to the purchase price, an amount up to $1,500 for the
reimbursement of the actual case-related expenses of the Buyer
(including inspection and appraisal fees), pursuant to an
appropriate demand and subject to the Debtor's review and approval
prior to distribution.

     f. Earnest Money Deposit: $35,000

     g. A qualified bidder must be prepared to close escrow within
10 court days following the hearing on the Motion, with the
remaining sales proceeds transferred to escrow in time to confirm
the funds before closing. All funds must be wire-transferred by
arrangement with the Debtor's counsel.

The foregoing procedures will provide for an orderly completion of
the sale of the Rental Property by permitting all buyers to compete
on similar terms and will allow interested parties and the Court to
compare competing bids in order to realize the highest and best
benefit to the Estate.

The Debtor asks authority for the distribution of the sales
proceeds through escrow, as follows:

     a. For normal closing costs.

     b. For the payment of the realtor's commissions to the buyers
and the seller's agents as proposed in the purchase agreement and
as set forth above, or according to any approved overbid.

     c. For the reimbursement of the Buyer, in the case of a
successful overbid, of actual case-related expenses, up to $1,500,
pursuant to an appropriate demand and subject to the Debtor's
review and approval prior to distribution.

     d. For the payment of real property taxes upon the Property
according to the terms of the purchase agreement, pursuant to a
demand in escrow, and subject to the Debtor's review and approval
prior to distribution.

     e. For the payment of all mortgage liens against the Rental
Property.  The Debtor's scheduled consensual liens are in favor of
Specialized Loan Servicing in the original amount of $480,000 and
with an estimated balance at present of approximately $630,728, and
the lien with the Franchise Tax Board in the amount of $9,608.
Accordingly, the Debtor asks that the sale be free and clear of the
liens.

     f. For such other unanticipated incidental or nominal items as
may be necessary to close escrow on the Property, not to exceed an
aggregate of $2,000, pursuant to a demand in escrow and subject to
the Debtor's review and approval prior to distribution.

The Debtor believes that a sale to the Buyer at the offer price
will yield significant value to the Estate, projected as follows
(subject to verification in escrow):

     Offer:                             $1,175,000

          Closing Costs:                  ($7,567)
          Commission (6%):               ($70,500)
          Total Mortgage Liens:         ($630,728)
          IRS Secured Claim:             ($20,356)
          FTB Secured/Priority Claim:    ($24,353)
          Administrative Fees:           ($20,000)

     Net Proceeds to Estate:              $401,500

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

   http://bankrupt.com/misc/Michael_McNulty_102_Sales.pdf

Counsel for the Debtor:

          Onyinye N. Anyama, Esq.
          ANYAMA LAW FIRM
          18000 Studebaker Road,
          Suite 325
          Cerritos, CA 90703
          Telephone: (562) 645-4500
          Facsimile: (562) 318-3669
          E-mail: onyi@anyamalaw.com

                    About Michael McNulty

Michael McNulty filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 17-16360) on May 23, 2017, and is represented by Onyinye N.
Anyama, Esq., at Anyama Law Firm, APLC, in Cerritos, California.

The Debtor can be reached at:

          Michael McNulty
          1107 E. Acacia Avenue
          El Segundo, CA 90245


MID-SOUTH GEOTHERMAL: Selling 2001 Schramm Rotodrill Rig for $160K
------------------------------------------------------------------
Mid-South Geothermal, LLC, asks the U.S. Bankruptcy Court for the
Western District of Tennessee to authorize the sale of a 2001
Schramm T45OWS 900/350 Rotodrill Rig to Wayne Megaha Ezel for
$160,000.

The Debtor owns multiple pieces of equipment, including the
Property.  It has received an offer to purchase the Property from
the Buyer, 2538 Big Springs Search Road, Danridge, Tennessee, for a
gross purchase price of $160,000, free and clear of liens, claims,
interests and encumbrances.  

In addition to the Purchase Price, the Purchaser will move the
Property at its own expense.  There are no financing contingencies
under the Offer requiring the Court's approval of the sale and the
release of all liens, including, without limitation.

The Debtor believes that the consummation of the transaction is in
the best interest of this estate, and creditors insofar as the
offer will produce immediate cash to the estate.  The Debtor's
primary lender, Regions Bank, approves of the sale.  It has a
security interest in the Property, and will receive the proceeds.

The Debtor requests an expedited hearing on the Motion due to the
Purchaser's need for the Property.

                    About Mid-South Geothermal

Mid-South Geothermal, LLC, installs geothermal heating and cooling
systems for large commercial projects.  Its principal place of
business is located at 28 Superior Lane Gray, Kentucky.

Mid-South Geothermal filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tenn. Case No. 18-21498) on Feb. 20, 2018, listing
$2.04 million in total assets and $2.14 million in total
liabilities.  The petition was signed by Scott W. Triplett,
president.  Judge David S. Kennedy presides over the case.  Steven
N. Douglass, Esq., at Harris Shelton Hanover Walsh, PLLC, serves as
the Debtor's bankruptcy counsel.


MISYS PLC: Bank Debt Trades at 3% Discount
------------------------------------------
Participations in a syndicated loan under which Misys Plc. is a
borrower traded in the secondary market at 96.75
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.65 percentage points from the
previous week. Misys Plc. pays 725 basis points above LIBOR to
borrow under the $1.245 billion facility. The bank loan matures on
April 28, 2025. Moody's rates the loan 'Caa2' and Standard & Poor's
gave a 'CCC' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 11.


MLMT 2006-C1: Foreclosure Underway on Gateway One, Fitch Says
-------------------------------------------------------------
Fitch Ratings has affirmed 14 classes of Merrill Lynch Mortgage
Trust, commercial mortgage pass-through certificates, series
2006-C1 (MLMT 2006-C1).

KEY RATING DRIVERS

High Expected Loss: The eight-largest loans/assets (99.3%) are
specially serviced. Three loans (56.8%) are in foreclosure and five
assets (42.5%) are real estate owned (REO). The ratings remain
distressed given the high portion of specially serviced
loans/assets in the remaining pool. Significant losses upon
disposition are expected.

Highly Concentrated Pool, Adverse Selection: Only nine of the
original 246 loans/assets remain. The eight-largest loans/assets
(99.3%) are in special servicing. The two-largest loans/assets
compose 55.8% of the pool. Due to the concentrated nature of the
pool, Fitch performed a sensitivity analysis, which assumed
conservative loss expectations on the remaining loans/REO assets.
The ratings reflect this sensitivity and liquidation analysis.

As of the May 2018 distribution, the pool's aggregate principal
balance has been reduced by 95.9% to $101.6 million from $2.49
billion at issuance. One loan, Southfield Office Building (0.5% of
the pool at issuance), paid in full since Fitch's last review.
Interest shortfalls in the amount of $17.0 million are currently
affecting classes B, C, J, K, L, M, N, P and Q.

Gateway One: The largest loan in the pool is Gateway One (43.9%),
which is secured by a 409,920sf urban office located in downtown
St. Louis, MO, just three blocks north of Busch Stadium. The
property was built in 1986. The loan transferred to special
servicing in May 2016 for non-performing maturity default; and
after the largest tenant, Peabody Investments Corp. had filed for
bankruptcy protection. Peabody, which is the world's largest
private-sector coal company, is headquartered at the property.
Peabody downsized its space to 156,000sf from 223,000sf in January
2017, and subsequently emerged from Chapter 11 bankruptcy in April
2017. As of the March 2018 rent roll, the property was 76%
occupied, compared with 86% at year-end (YE) 2016 and 94% at YE
2015. The servicer reported net operating income debt-service
coverage ratio (NOI DSCR) was 0.52x at YE 2017, compared with 0.94x
at YE 2016 and 1.28x at YE 2015. Large tenants include Peabody
Investments Corp. (38.2% net rentable area [NRA], through December
2026), Mercer US, Inc (14.5% NRA, through April 2021) and Gray,
Ritter & Graham (4.7% NRA, through July 2019). The special servicer
is moving forward with foreclosure; a receiver was appointed in
August 2016.

Wachovia Center: The second-largest asset in the pool is the REO
Wachovia Center (12.0%), a 91,154sf suburban office located in
Gainesville, GA, approximately 55 miles northeast of Atlanta. The
property was built in 1990. The property, which is seven stories,
consists of 25 office units, seven storage units and an 11,772sf
first floor bank space. The loan transferred to special servicing
in April 2017 due to imminent default related to expected cash flow
issues. Wells Fargo (20% of NRA), which occupied the bank space,
was vacating at its lease expiration in June 2017. Further, M3
Accounting (29% of NRA) also vacated upon their lease expiration in
January 2018. The property became REO in November 2017. As of the
March 2018 rent roll, the property was only 44% occupied, compared
with 91% at YE 2016, and 92% at YE 2015. The largest tenants
include Summit Consulting, LLC (20.2% of NRA, through October
2020), Merrill Lynch (6.2% of NRA, through December 2022) and
Arthur J. Gallagher Risk Management (1.8% of NRA, through March
2021). Per the special servicer, the asset is not currently listed
for sale.

RATING SENSITIVITIES

All remaining classes have distressed ratings, which are subject to
further downgrade as losses are realized. Further upgrades are
unlikely due to the concentrated nature of the pool, and distressed
nature of the collateral.

DUE DILIGENCE USAGE

No third party due diligence was provided or reviewed in relation
to this rating action.

Fitch has affirmed the following classes:

  --$19.3 million class A-J at 'CCCsf'; RE 100%;

  --$56.0 million class B at 'Csf'; RE 35%.

  --$26.3 million class C at 'Dsf'; RE 0%.

  --$0 class D at 'Dsf'; RE 0%;

  --$0 class E at 'Dsf'; RE 0%;

  --$0 class F at 'Dsf'; RE 0%;

  --$0 class G at 'Dsf'; RE 0%;

  --$0 class H at 'Dsf'; RE 0%;

  --$0 class J at 'Dsf'; RE 0%;

  --$0 class K at 'Dsf'; RE 0%;

  --$0 class L at 'Dsf'; RE 0%;

  --$0 class M at 'Dsf'; RE 0%;

  --$0 class N at 'Dsf'; RE 0%;

  --$0 class P at 'Dsf'; RE 0%.

The class A-1, A-2, A-3, A-3B, A-SB, A-4, A-1A and A-M certificates
have paid in full. Fitch does not rate the class Q certificates.
Fitch previously withdrew the rating on the interest-only class X
certificates.



MORAN FOODS: Bank Debt Trades at 16% Off
----------------------------------------
Participations in a syndicated loan under which Moran Foods LLC is
a borrower traded in the secondary market at 83.83
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.66 percentage points from the
previous week. Moran Foods pays 600 basis points above LIBOR to
borrow under the $740 million facility. The bank loan matures on
December 5, 2023. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 11.


MURRAY ENERGY: $1.7BB Bank Debt Trades at 9% Off
------------------------------------------------
Participations in a syndicated loan under which Murray Energy is a
borrower traded in the secondary market at 90.7 cents-on-the-dollar
during the week ended Friday, May 11, 2018, according to data
compiled by LSTA/Thomson Reuters MTM Pricing. This represents an
increase of 1.62 percentage points from the previous week. Murray
Energy pays 650 basis points above LIBOR to borrow under the $1.7
billion facility. The bank loan matures on April 10, 2020. Moody's
rates the loan 'B3' and Standard & Poor's gave a 'B-' rating to the
loan. The loan is one of the biggest gainers and losers among 247
widely quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday, May 11.


MURRAY ENERGY: $175MM Bank Debt Trades at 10% Off
-------------------------------------------------
Participations in a syndicated loan under which Murray Energy is a
borrower traded in the secondary market at 90.44
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.95 percentage points from the
previous week. Murray Energy pays 775 basis points above LIBOR to
borrow under the $175 million facility. The bank loan matures on
April 1, 2020. Moody's rates the loan 'B3' and Standard & Poor's
gave 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 11.


N.Y. DIMPLE: Taps Alla Kachan as Legal Counsel
----------------------------------------------
N.Y. Dimple Taxi, Corp., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire the Law Offices
of Alla Kachan, P.C. as its legal counsel.

The firm will assist the Debtor in administering its Chapter 11
case; negotiate with creditors; assist in the preparation of a plan
of reorganization; and provide other legal services related to its
Chapter 11 case.

The firm's attorneys will charge an hourly fee of $325 while clerks
and paraprofessionals will charge $175 per hour.  Kachan received
an initial retainer in the sum of $15,000.

Alla Kachan, Esq., a member of the firm, disclosed in a court
filing that his firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Kachan can be reached through:

     Alla Kachan, Esq.
     Law Offices of Alla Kachan, P.C.
     3099 Coney Island Avenue, 3rd Floor
     Brooklyn, NY 11235
     Tel: (718) 513-3145
     Fax: (347) 342-3156
     E-mail: alla@kachanlaw.com

                   About N.Y. Dimple Taxi Corp.

N.Y. Dimple Taxi, Corp. is a privately-held company in the taxi and
limousine service industry.  Based in Brooklyn, New York, the
company owns two taxi medallions valued at $700,000.

N.Y. Dimple Taxi sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-41989) on April 10,
2018.  In the petition signed by Michael Sapoznik, president, the
Debtor disclosed $700,100 in assets and $1.14 million in
liabilities.  Judge Nancy Hershey Lord presides over the case.


NETSMART INC: S&P Lowers First-Lien Debt Rating to 'B-' on Upsize
-----------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Netsmart
Inc.'s first-lien revolving credit facility and term loan to 'B-'
from 'B'. This follows Netsmart's announced plan to issue a $167
million add-on to its first-lien term loan due 2023, reprice its
existing credit facilities, and remove financial maintenance
covenants on its existing first- and second-lien term loans.

S&P said, "We revised the recovery rating on the first-lien debt to
'3' from '2', reflecting expectations for meaningful (50%-70%;
rounded estimate: 65%) recovery in the event of a payment default.
We revised our rounded estimate for recovery to 65% from 70%
because the removal of financial maintenance covenants as well as
the higher total amount of first-lien debt creates lower recovery
prospects based on our estimate for enterprise value at emergence
from default.

"Our 'B-' corporate credit rating and positive outlook on parent
Netsmart LLC are unaffected by the upsize. We continue to view
Netsmart as a leading electronic health records (EHR) provider in
the human services market, despite its limited scale. Our view of
the business is constrained by the company's narrow focus on the
EHR segment of the health care IT industry and the risk it faces
that larger competitors with greater financial resources (such as
Cerner and Epic), will extend into the post-acute EHR market. This
is somewhat offset by Netsmart's position in less penetrated
markets, such as long-term care and home health, as well as
customer retention rates in the high-90% area with low customer
concentration. In addition, the company has a significant portion
of revenue under multiyear contracts, providing good visibility
into future revenue.

"Netsmart plans to use the proceeds to acquire Change ECS, further
expanding its presence into the home care market, in a
leverage-neutral transaction. We expect Netsmart's leverage to
remain high, though we believe it could decline below 7.5x in the
coming 12 months. We also expect adjusted free operating cash flow
(FOCF) to be between $25 million and $35 million in fiscal 2018.
The company has grown in recent years through acquisitions, and we
believe it will continue this strategy with additional tuck-in
acquisitions funded through free cash flows, preventing aggressive
deleveraging from debt repayment. This will likely result in
leverage remaining over 6.5x over the next two years. Should no
mergers or acquisitions occur, we believe the company will use cash
to deleverage.

RECOVERY ANALYSIS

Key analytical factors:

-- For purposes of this analysis S&P has valued the company as a
going concern, which would maximize value to creditors in a default
scenario.

-- S&P applied a 6.5x EBITDA multiple to an assumed distressed
emergence EBITDA of $75 million to derive an estimated gross
recovery value of $487 million. If default were to occur first-lien
lenders could expect meaningful recovery of 50%-70%. Holders of the
second-lien debt could expect negligible recovery of 0%-10%.

-- The valuation multiple is consistent with that of similar
software companies operating in the health care IT industry.

S&P said, "Our simulated default scenario assumes a default
occurring in 2020 due to larger EHR providers currently focused in
the primary and inpatient segments of the health care market
choosing to invest in and leverage their existing platforms to
enter the health and human services and home health care segments,
resulting in loss of market share and lower revenues for
Netsmart."

Simulated default assumptions:

-- Simulated year of default: 2020
-- EBITDA at emergence: $75 million (about 20% below 2017
forecast)
-- EBITDA multiple: 6.5x

Simplified waterfall:

-- Net emergence value (after 5% administrative costs): $462
million
-- Valuation split in % (obligors/nonobligors): 100/0
-- Collateral value available to first-lien creditors
(collateral/non-collateral): 462/0
-- Secured first-lien debt: $696 million
    â€”Recovery expectations: 50%-70%; rounded estimate: 65%
-- Secured second-lien debt: $176 million
-- Collateral value available to second-lien creditors  
-- (collateral/noncollateral): 0/0
    â€”Recovery expectations: 0%-10%; rounded estimate: 0%

Note: All debt amounts include six months of prepetition interest.
Collateral value equals asset pledge from obligors after priority
claims plus equity pledge from nonobligors after nonobligor debt.

  RATINGS LIST

  Netsmart LLC
   Corporate Credit Rating     B-/Postive/--

  Ratings Lowered; Recovery Ratings Revised
                               To           From
  Netsmart Inc.
   First-Lien Debt             B-           B
    Recovery Rating            3 (65%)      2 (70%)


PERMIAN PRODUCTION: S&P Assigns 'B-' CCR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B-' corporate credit rating to
U.S.-based oil and gas exploration and production company Permian
Production Partners, LLC. The rating outlook is stable.

S&P said, "At the same time, we assigned our 'B+' issue-level and
'1' recovery ratings to the company's proposed $300 million senior
secured term loan B due 2024. The '1' recovery rating indicates our
expectation of very high (90% to 100%; rounded estimate: 95%)
recovery to creditors in the event of a payment default.

Permian Production Partners has launched the syndication of a $300
million senior secured term loan due 2024 with an interest rate of
LIBOR plus 6.0%. S&P expects the company will use proceeds to repay
borrowings on its predecessor's credit facility ($104 million
outstanding as of Dec. 31, 2017), fund $116 million in
distributions to current financial sponsors, and distribute $60
million to newly formed parent company FCP II Holdings, LLC to
invest into exploration and midstream projects.

S&P Global Ratings' outlook on Permian Production Partners is
stable. S&P said, "We expect credit measures will remain consistent
over the next two years due to the company's predictable production
profile and mandatory hedging requirements. We forecast FFO to debt
in the 20% to 25% range over the next two years, and expect the
company will generate modestly positive free cash flow in 2019."

S&P said, "We could lower the rating if we expected FFO/debt to
approach 12% with no near-term remedy, or if liquidity sources
deteriorated below uses requiring an additional cash injection to
continue operations. This would most likely occur if the company
did not meet our oil production expectations at current capital
spending guidance, or if the company were to fund acquisitions or
owner distributions with debt."

An upgrade would be possible if the company increased the scale of
its reserves and production to levels more consistent with higher
rated peers (typically 'B' rated peers have proved reserves of over
100 mmboe and production over 30 mboe/d) and improved liquidity,
while maintaining FFO/debt above 20%.


PIER 1 IMPORTS: S&P Cuts Corp Credit Rating to B-, Outlook Neg.
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on U.S. home
decor and furniture retailer Pier 1 Imports Inc. to 'B-' from 'B'.
The outlook is negative.

S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured term loan facility to 'B-' from 'B'.
The '3' recovery rating on this debt is unchanged, reflecting our
expectation for meaningful (50%-70%, rounded estimate: 55%)
recovery in the event of default.

"The downgrade reflects our view that the company has likely seen a
loss of market share due to operational missteps and will now face
a challenging turnaround involving substantial investments in
supply chain, marketing, store remodels, and prices in fiscal 2019
in order to return to profitability in 2020 and 2021. We are not
expecting any meaningful benefits from the plan this year, partly
because newer product offerings at better values will arrive in
stores only in the second half of the year. We expect modest
benefits thereafter, but we think margins will be under continued
pressure from highly competitive and nationally expanding discount
brick-and-mortar home decor competitors like At Home Group Inc. and
TJX's Homegoods and Homesense. We also expect continued expansion
of e-commerce furniture competition (e.g. Wayfair, Amazon).

"The negative outlook reflects our expectations for heightened
competitive pressures and risks we associate with Pier 1's
turnaround plan. It also reflects our expectation for weak credit
metrics, including a fixed-charge ratio in the low 1x range over
the next 12 months.

"We could lower the rating if we conclude that the turnaround plan
will not stabilize the company's performance and reverse top line
and margin declines after fiscal 2019. For instance, if we expect
free operating cash flow burn significantly above our current
expectations of -$25 million in fiscal 2019 and -$15 million in
fiscal 2020, with a decline in our rent-adjusted fixed-charge
coverage to below 1x, this will indicate to us a fundamental issue
with the turnaround plan and we will view the capital structure to
be unsustainable over the long term.
  
"We could revise the outlook to stable if we expect Pier 1 to
successfully reverse market share loss and stabilize margin
performance, with profitability gains leading to a rent-adjusted
fixed-charge coverage ratio trending to the mid-1x and further
improvement anticipated."


PILGRIM'S PRIDE: S&P Hikes Corp Credit Rating to B+, Outlook Pos.
-----------------------------------------------------------------
S&P Global Ratings raised the corporate credit rating on Pilgrim's
Pride Corp. to 'B+' from 'B' and removed all ratings from
CreditWatch, where S&P placed them with developing implications on
April 18, 2018. The outlook is positive.

S&P said, "In addition we raised the issue level rating on the
company's senior secured facility, consisting of the $800 million
term loan and $750 million revolver due May 2022, to 'BB' from
'BB-'. The '1' recovery rating is unchanged, indicating our
expectation of a very high recovery (90%-100%; rounded estimate
95%) in the event of payment default.

"We also raised the rating on the company's senior unsecured notes
to 'BB-' from 'B+'. The '2' recovery rating is unchanged,
indicating our expectations for a substantial recovery (70%-90%;
rounded estimate: 75%) in the event of a default."

The upgrade and positive outlook follows a similar action on
Pilgrim's parent company, Brazil-based protein processor JBS S.A.
That company was upgraded based on a revision of its liquidity to
adequate from less-than-adequate. The positive outlook on JBS
reflects the possibility of a higher rating over the next year if
it maintains recent operational performance. JBS successfully
closed on a refinancing of R$12.2 million of short-term debt, which
extended the maturities out over the next three years with
manageable debt service requirements.

S&P said, "The positive outlook reflects the possibility of a
higher rating over the next 12 months, corresponding to the recent
upgrade and positive outlook on parent company, JBS S.A., which
reflects its improved liquidity and the possibility of a higher
rating on that company over the next 12 months if its performance
remains consistent and it sustains its improved leverage profile.
On a stand-alone basis, we expect Pilgrim Pride's credit metrics to
remain consistent through 2018, including debt to EBITDA and FFO to
debt of around 1.8x and 40% respectively. Those metrics reflect
contributions from the higher margin Moy Park value-added business,
although those contributions will be somewhat offset by higher
freight and, to a lesser extent, feed costs. The Pilgrim's Pride
corporate credit rating will remain capped due to controlling
ownership by JBS.

"We could upgrade our rating Pilgrim's Pride if we raise the
ratings on parent JBS S.A., and Pilgrim's Pride remains a highly
strategic JBS subsidiary. JBS S.A. could be upgraded if it
maintains debt to EBITDA around or below 4x, FFO interest coverage
above 3x, FOCF to debt above 5%, and maintains liquidity sources
over uses of at least 1.2x.

"We could revise the outlook to stable following an upgrade of JBS
S.A., or if Pilgrim Pride's  operating performance deteriorates
such that debt to EBITDA exceeds 5x. That could result from a
roughly 700 bps decline in EBITDA margin, or additional debt of
roughly $4.4 billion. We consider both to be unlikely over the next
12 months."


PREFERRED CARE: Owner Buying Interests in Subsidiaries for $2M
--------------------------------------------------------------
Preferred Care, Inc., and affiliates ask the U.S. Bankruptcy Court
for the Northern District of Texas to approve the bidding
procedures and Stalking Horse Purchase Agreement with Thomas D.
Scott or his assigns in connection with the sale of all of PCI's
equity interest in its two wholly owned subsidiaries, Preferred
Care Health Facilities, Inc. and Preferred Care Development
Centers, Inc., for $2 million, subject to overbid.

The non-Debtor PCI Subsidiaries are both borrowers under the line
of credit and/or DIP Facility with Wells Fargo Bank, N.A. and have
pledged all or substantially all of their assets to secure the
indebtedness owed to Wells Fargo.

After considering all available options, and after consultation
with its financial advisors, professionals and other interested
parties, PCI has determined that the most prudent course of action
would be to conduct a sale process for the orderly sale of all or
substantially all of PCI's equity interests in its subsidiaries,
subject to higher and better bids pursuant to a Court approved
auction process.  

From and after the Petition Date, PCI, through its broker,
Senturian Senior Housing Brokerage, markets PCI's equity interest
in the PCI Subsidiaries to those parties reasonably known by PCI to
have a potential interest in purchasing such Assets.

In order to maximize value, PCI has obtained the stalking horse bid
from the Purchaser, the 100% owner of PCI.  PCI and the Purchaser
have entered into the Stalking Horse Agreement, which contemplates
the sale of all of the equity interests of PCI in the PCI
Subsidiaries for a purchase price of $2 million.

The salient terms of Stalking Horse APA are:

     a. Seller: Preferred Care, Inc.

     b. Buyer: Thomas D. Scott

     c. Purchase Price: $2 million

     d. Purchased Assets: All of the Shares, which constitutes all
of the issued and outstanding shares of common stock of each of
the
PCI Subsidiaries

     e. Closing Date: Sept. 1, 2018

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: July 11, 2018 at 4:00 p.m. (CT)

     b. Initial Bid: After the Bid Deadline, PCI will determine
which Qualified Bid represents the then highest or otherwise best
value to PCI. No later than 12:00 p.m. (CT) Time on the day prior
to the Auction, if any, PCI will distribute copies of the Initial
Bid to each Qualified Bidder.  The Bidder must provide that the
Assets are being purchased "as is, where is," and without any
representation or warranty.

     c. Deposit: 10% of the Bidder's Bid

     d. Auction: July 13, 2018 at 10:00 a.m. (CT) at the offices of
Foley Gardere, 2021 McKinney Avenue, Suite 1600, Dallas, TX 75201

     e. Bid Increments: $100,000

     f. Sale Objection Deadline: July 11, 2018 at 4:00 p.m. (CT)

     g. Sale Hearing: July 17, 2018

PCI is also asks approval of these notice, objection and related
procedures:

     (a) Actual Notice of the Sale: Within three days of the entry
of the Bid Procedures Order, PCI proposes to serve the Sale Notice
upon the parties identified in the Bid Procedures Order.

     (b) Objection Contents: Any objection to the Motion as it
relates to the Sale, the Sale Order and/or the Sale Hearing must
(i) be in writing, (ii) state with specificity the nature of such
objection and (iii) comply with applicable Bankruptcy Rules and
Local Rules.

     (c) Sale Objection Deadline: Sale Objections, if any, must be
filed with the Court and served so as to be actually received by
the Notice Parties no later than the Sale Objection Deadline.

Except as otherwise provided in the PCI Sale Motion and any
exhibits thereto, all of PCI's rights, title, and interest in and
to the Assets subject thereto will be sold free and clear of all
Interests.

With a stalking horse and a minimum purchase price in place, PCI
believes it prudent to implement a competitive bidding process and
promptly effectuate the Sale, either to the Purchaser or to a
higher and/or better bidder that emerges from the Auction.

The proposed sale transaction is fair and appropriate and will
generate funds necessary for an orderly transfer of the operations
of the Debtors facilities to new operators in August 2018.  To that
end, PCI asks the Court's approval of the proposed sale transaction
and related Bid Procedures to enable PCI to solicit competing
offers for substantially all of its assets to ensure maximum
recovery for its estate.  The proceeds of the sale will provide
additional availability under the Debtors' senior credit facility,
which is necessary and critical for an orderly wind down and
transfer of their operations.  Accordingly, it is imperative that
this process be completed expeditiously.

PCI asks that any order approving the Motion be effective
immediately, thereby waiving the 14-day stays imposed by Bankruptcy
Rules 6004 and 6006.

A copy of the proposed Bidding Procedures Order, the Stalking Horse
APA and the proposed Notice attached to the Motion is available for
free at:

    http://bankrupt.com/misc/Preferred_Care_674_Sales.pdf

The Purchaser:

               Thomas D. Scott
               5500 W. Plano Parkway
               Suite 210
               Plano, Texas 75093

Counsel for the Debtors:

               Stephen A. McCartin, Esq.
               Mark C. Mooremm Esq.
               FOLEY GARDERE
               Foley & Lardner LLP
               2021 McKinney Avenue, Suite 1600
               Dallas, TX 75201
               Telephone: (214) 999-3000
               Facsimile: (214) 999-4667
               E-mail: smccartin@foley.com
                       mmoore@foley.com

Counsel for PCI Subsidiaries:

               Stephen M. Pezanosky
               Haynes & Boone
               301 Commerce Street, Suite 2600
               Fort Worth, TX 76102

Counsel for the Unsecured Creditors' Committee:

               Jason Brookner
               Gray Reed
               1601 Elm Street, Suite 4600
               Dallas, TX 75201

United States Trustee:

               Elizabeth Ziegler Young
               1100 Commerce Street, Room 976
               Dallas, TX 75242

                     About Preferred Care

Preferred Care, Inc., is a Delaware corporation that is owned by
Mr. Thomas Scott.  PCI is a holding company for numerous wholly
owned, non-debtor subsidiaries that collectively own four mental
health facilities located in Mississippi, a developmental facility
in Florida, and a management contract for the operations of a
skilled nursing home in Texas.

The Debtors, other than PCI, 33 skilled nursing facilities in
Kentucky and New Mexico.  Their non-debtor affiliates operate an
additional 75 skilled nursing facilities in ten additional states.
Accordingly, the Debtors and their non-debtor affiliates operate
108 skilled nursing, assisted living and independent living
facilities in 12 states (approximately 11,500 beds and 9,300
residents).

Preferred Care, Inc., and 33 of its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 17-44642) on Nov. 13, 2017.
The Debtors' bankruptcy proceedings have been jointly administered
under the PCI's bankruptcy case.  An official committee of
unsecured creditors has been appointed in the Chapter 11 cases.


PURE AGROBUSINESS: Case Summary & 8 Unsecured Creditors
-------------------------------------------------------
Affiliates that concurrently filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

     Debtor                                        Case No.
     ------                                        --------
     Way to Grow, Inc.                             18-14330
     a Colorado corporation
     2317 South Santa Fe Avenue
     Los Angeles, CA 90058

     Green Door Hydro and Solar Electric, Inc.     18-14333
     a California corporation
     2317 South Santa Fe Avenue
     Los Angeles, CA 90058

     Pure Agrobusiness, Inc.                       18-14334
     a Nevada corporation
     2317 South Santa Fe Avenue
     Los Angeles, CA 90058

Business Description: PURE Agrobusiness, Inc. is a holding company
                      devoted to the organic growth of its
                      existing divisions, including retail and
                      wholesale, and to the acquisition,
                      consolidation and integration of hydroponic
                      retail stores throughout the United States.
                      It supplies lighting products, fertilizer
                      and nutrient products, controllers and
                      technology products, environment control
                      equipment, and grow-mediums to the medical
                      and recreational cannabis industry, as well
                      as to the indoor horticulture and specialty
                      crop market.

                      Open since 2007, Green Door is a hydro shop
                      in downtown Los Angeles.

                      Open since 2002, Way to Grow is a supplier
                      in the hydroponics market with over six
                      strategic locations in Colorado.

                      Visit http://pureagro.net/

Chapter 11 Petition Date: May 18, 2018

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Michael E. Romero (18-14330 and 18-14333)
       Hon. Kimberley H. Tyson (18-14334)

Debtors' Counsel: Lee M. Kutner, Esq.
                  KUTNER BRINEN, P.C.
                  1660 Lincoln St., Ste. 1850
                  Denver, CO 80264
                  Tel: 303-832-2400
                  Email: lmk@kutnerlaw.com

Assets and Liabilities:

                         Estimated            Estimated
                           Assets            Liabilities
                   --------------------   -------------------
Way to Grow, Inc.  $500 mil. to $1 bil.   $500 mil. to $1 bil.
Green Door Hydro   $500 mil. to $1 bil.   $500 mil. to $1 bil.
Pure Agrobusiness  $500 mil. to $1 bil.   $500 mil. to $1 bil.

The petitions were signed by Richard Byrd, CEO.

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

            http://bankrupt.com/misc/cob18-14330.pdf
            http://bankrupt.com/misc/cob18-14333.pdf
            http://bankrupt.com/misc/cob18-14334.pdf

A. List of Way to Grow, Inc.'s 10 Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Corey Inniss                                           $22,500,000
c/o Gregory S. Tamkin/
    Andrea Ahn Wechter
Dorsey & Whitney, LLP
1400 Wewatta Street,
Suite 400
Denver, CO 80202-5549

Spartan Capital Securities, LLC                         $1,000,000
45 Broadway 9th Floor
New York, NY 10006

Richard Byrd                                              $452,373
2317 South Santa Fe Avenue
Los Angeles, CA 90058

Colorado Department of Revenue                             $72,945

Eric Watson                                                $41,042

Morgan Lewis                                               $25,539

Bold Legal                                                 $22,436

Blue Moose, LLC                                            $20,797

City and County of Denver                                   $9,852

City of Lakewood                                            $4,379

B. List of Green Door Hydro's 6 Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Corey Inniss                                           $22,500,000
c/o Gregory S. Tamkin/
    Andrea Ahn Wechter
Dorsey & Whitney, LLP
1400 Wewatta Street
Suite 400
Denver, CO 80202-5549

Spartan Capital Securities, LLC                         $1,000,000
45 Broadway 9th Floor
New York, NY 10006

Richard Byrd                                              $452,373
2317 South Santa Fe Avenue
Los Angeles, CA 90058

Eric Watson                                                $41,042

Morgan Lewis                                               $25,539

Bold Legal                                                 $22,436

C. List of Pure Agrobusiness' 8 Unsecured Creditors:

   Entity                          Nature of Claim    Claim Amount
   ------                          ---------------    ------------
Corey Inniss                                           $22,500,000
c/o Gregory S. Tamkin/
    Andrea Ahn Wechter
Dorsey & Whitney, LLP
1400 Wewatta Street
Suite 400
Denver, CO 80202-5549

Spartan Capital Securities, LLC                         $1,000,000
45 Broadway 9th Floor
New York, NY 10006

Richard Byrd                                              $452,373
2317 South Santa Fe Avenue
Los Angeles, CA 90058

Davis Graham & Stubbs                                      $48,870

Eric Watson                                                $41,042

Brian Lester                                               $41,042

Morgan Lewis                                               $25,539

Bold Legal                                                 $22,436


QUALITY CONSTRUCTION: Committee Taps Taylor Porter as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Quality
Construction & Production LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Louisiana to hire
Taylor, Porter, Brooks and Phillips, LLP as its legal counsel.

The firm will advise the committee regarding its duties under the
Bankruptcy Code and will provide other legal services related to
the Chapter 11 cases of the company and its affiliates.

H. Kent Aguillard, Esq., and Michael Crawford, Esq., are the
attorneys who will be handling the cases.  Mr. Aguillard's hourly
rate for commercial litigation and bankruptcy-related work is
between $400 and $450.  The hourly rate for Mr. Crawford's
bankruptcy-related work is $385.

Mr. Aguillard disclosed in a court filing that he neither holds nor
represents any interest adverse to the Debtors' estate.

The firm can be reached through:

     H. Kent Aguillard, Esq.
     Taylor, Porter, Brooks and Phillips, LLP
     141 S. 6th Street
     P.O. Drawer 391
     Eunice, LA 70535
     Tel: (337) 457-9331
     Fax: (337) 457-2917
     Email: kaguillard@yhalaw.com

                  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.

The Office of the U.S. Trustee for Region 5 appointed an official
committee of unsecured creditors on April 23, 2018.


QUANTUM FOODS: Oak Point Buying Remnant Assets for $20K
-------------------------------------------------------
Quantum Foods, LLC, and affiliates ask the U.S. Bankruptcy Court
for the District of Delaware to authorize the sale of remnant
assets to Oak Point Partners, LLC, for $20,000.

A hearing on the Motion is set for May 23, 2018 at 3:00 p.m. (ET).
The objection deadline is May 16, 2018 at 4:00 p.m. (ET).

The Debtors commenced these chapter 11 cases with the goal of
consummating a going-concern sale of their businesses.  After
failing to secure a going concern buyer and upon extensive
negotiations with their largest constituents, they, in consultation
with their advisors and their postpetition lender, determined that
it was in the estates' best interest to immediately undertake the
value-maximizing liquidation initiatives detailed in their
Dismissal Motion filed on March 20, 2018.

Once they'd exhausted all avenues to monetize their known assets,
the Debtors filed the Dismissal Motion and, subsequent thereto,
obtained entry of the Initial Order that established, among other
things, a deadline to file Final Fee Applications, and implements
certain procedures which will govern the distribution of proceeds
to holders of Allowed 503(b)(9) Claims.

As set forth and approved in the Initial Order, upon adjudication
of the Final Fee Applications, establishment and funding of the
Professional Fee Reserve, the making of payments from the Available
Distribution Fund to eligible creditors, satisfaction of all
outstanding fees owed to the Office of the United States Trustee,
the filing of all outstanding monthly operating reports, and the
destruction, abandonment or disposal of the Debtors' remaining
books and records, the Debtors are authorized -- and intend -- to
submit the Dismissal Order under certification of the counsel.

Pending entry of the Dismissal Order, the Debtors have conferred
with Crystal Finance, LLC, agent for the DIP Lenders, and
determined that it is in the estates' best interest monetize
certain remnant assets, to the extent any exist, so as to ensure
that all value is derived from their estates prior to dissolution
of each Debtor entity.  While they're not aware of any specific
remaining estate assets, there may exist property of their estates,
consisting of known or unknown assets, claims, or property rights,
which have not been previously sold, assigned, or transferred
("Remnant Assets").

Accordingly, after further diligence and discussions between the
Debtors, Oak Point and Crystal, the Debtors and Oak Point
memorialized their agreement on the terms set forth in the Asset
Purchase Agreement.  The Purchase Agreement generally provides that
Oak Point will pay $20,000 in consideration of the Debtors' Remnant
Assets, whether or not such assets exist.  Oak Point has further
agreed to pay Crystal an equal share of any amounts recovered, upon
disposition of the Remnant Assets, over and above $47,500, on the
terms set forth in the Purchase Agreement.  The sale of Remnant
Assets will be free and clear of any liens, claims, or
encumbrances.

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

    http://bankrupt.com/misc/Quantum_Foods_1812_Sales.PDF

In their business judgment, and upon consultation with Crystal, the
Debtors believe that the Purchase Price represents a fair and
reasonable sales price for the Remnant Assets, and represents the
highest, best and, indeed, only offer therefor.  Accordingly, they
ask authority to sell the Remnant Assets pursuant to the Purchase
Agreement prior to entry of the Dismissal Order.

Given the impending dismissal of these chapter 11 cases, the
Debtors ask that the Court waive the 14-day stay pursuant to
Bankruptcy Rule 6004(h).

The Purchaser:

         Eric Linn, President
         OAK POINT PARTNERS, LLC
         P.O. Box 1033
         Northbrook, IL 60065-1033

                  or

         Eric Linn, President
         OAK POINT PARTNERS, LLC
         5215 Old Orchard Road
         Suite 965
         Skokie, IL 60077
         Telephone: (847) 577-1269
         Facsimile: (847) 655-2746

                      About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum
Foods, LLC -- http://www.quantumfoods.com/-- provides protein
products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.  City
Capital Advisors is the investment banker.  FTI Consulting, Inc.,
also serves as advisor. BMC Group is the claims and notice agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case.  The
Committee has retained Triton Capital Partners, Ltd. as financial
advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq.,
Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert
C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


RAINBOW NATURAL: Taps Newman & Newman as Legal Counsel
------------------------------------------------------
Rainbow Natural Grocery Cooperative seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to hire
Newman & Newman as its legal counsel.

The firm will advise the Debtor regarding any plan of
reorganization which may be proposed in its Chapter 11 case;
evaluate claims of creditors; and provide other legal services
related to the case.

J. Walter Newman IV, Esq., a principal of the firm and the attorney
who will be handling the case, charges an hourly fee of $300.
Paralegals charge $100 per hour.

The Debtor paid the firm a retainer in the sum of $15,000.

Mr. Newman disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Newman & Newman can be reached through:

     J. Walter Newman, IV, Esq.
     Newman & Newman
     587 Highland Colony Parkway
     Ridgeland, MS 39157
     Tel: 601-948-0586
     Email: wnewman95@msn.com

              About Rainbow Grocery Cooperative

Rainbow Grocery Cooperative Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 18-01604) on
April 23, 2018.  At the time of the filing, the Debtor estimated
assets of less than $1 million and liabilities of less than $1
million.


RON S. ARAD: Selling Apartment Building and Yorba Linda Residence
-----------------------------------------------------------------
Ron S. Arad asks the U.S. Bankruptcy Court for the Central District
of California to authorize the sale of the real property located at
841 North Orange St., La Habra, California, APN 017-293-30
("Apartment Building"), and 27850 Aleutia Way, Yorba Linda,
California, APN 329-163-12 ("Yorba Linda Residence"), outside the
ordinary course of business.

A hearing on the Motion is set for June 6, 2018 at 10:00 a.m.

The Apartment Building is comprised of eight units.  Pursuant to
the estimate of Steven Speier, the La Habra property is valued at
approximately $1,550,000.  The Yorba Linda Residence is a
single-family residence.  Pursuant to the estimate of Clarence
Yoshikane, it is valued at approximately $1,450,000.

The liens, encumbrances and ownership interests of the real
property subject to sale, together with their consent to the Motion
are:

     a. La Habra: La Habra, Luther Burbank Savings, First Trust
Deed, in the amount of $685,726

     b. La Habra and Yorba Linda: IRS, Liens for unpaid taxes as to
Rueven Arad only, in the amount of (i) $422,100 (9/18/12); (ii)
$l7,838 (4/2/14); (iii) $6,280 (9/9/14); and (iv) $39,535
(10/ll/17).  Total Tax amounts to $485,783.

     c. La Habra: The Debtor, 90% fee simple

     d. La Habra: Sara Arad, 5% fee simple

     e. La Habra: Reuven Arad, 5% fee simple

     f. Yorba Linda: Charter One Bank, First Trust Deed, in the
original amount of $650,000

     g. Yorba Linda: Bank of the West, Second Trust Deed, in the
original amount of $250,000

     h. Yorba Linda: The Debtor, 75% fee simple

     i. Yorba Linda: Sara Arad, 12.5% fee simple

     j. Yorba Linda: Reuven Arad, 12.5% fee simple

The Debtor proposes to sell the real property free and clear of
liens and encumbrances, with the liens and encumbrances to attach
to the proceeds of sale.

The benefit to the estate far outweighs the detriment to the
co-owners.  One co-owner, Sara Arad, has no objection the sale.
Co-owner Rueven Arad has not cognizable interest in either property
because his interest is fully encumbered by a lien to the Internal
Revenue Service.

Neither the Apartment Building nor the Yorba Linda Residence is
used in the production, transmission, or distribution, for sale, of
electric energy or of natural or synthetic gas for heat, light, or
power.

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

    http://bankrupt.com/misc/Ron_Arad_75_Sales.pdf

Counsel for Debtor:

          William H. Brownstein, Esq.
          G. Bryan Brannan, Esq.
          WILLIAM H. BROWNSTEIN & ASSOCIATES, A.P.C.
          11755 Wilshire Blvd., Suite 1250
          Los Angeles, CA 90025-1540
          Telephone: (310) 458-0048
          Facsimile: (310) 362-3212
          E-mail: Brownsteinlaw.bill@gmail.com

Ron S. Arad sought Chapter 11 protection (Bankr. C.D. Cal. Case No.
18-10486) on Feb. 14, 2018.  William H Brownstein, Esq., serves as
counsel.


ROYAL T ENERGY: Taps Harold B. Rogers as Accountant
---------------------------------------------------
Royal T Energy, LLC, seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to hire Harold B. Rogers III CPA,
P.C.

The firm will provide accounting services necessary for the
operation of the Debtor's business.

Harold Rogers III, a certified public accountant and shareholder of
the firm, will charge an hourly fee of $200 for his services.  His
assistants will charge $100 per hour.  

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

The firm can be reached through:

     Harold B. Rogers III
     Harold B. Rogers III CPA, P.C.
     3112 Redbud Trail
     Sherman, TX 75092

                     About Royal T Energy LLC

Headquartered in Sherman, Texas, Royal T Energy, LLC, is a
privately-owned company that provides petroleum haulage services.
It operates an oilfield services company, consisting largely of
hauling and disposal of materials related to the hydraulic
fracturing industry.  The Company's operations are conducted
primarily in the Permian Basin, near Pecos, Texas.

Royal T Energy filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 17-42386) on Nov. 1, 2017.  In the petition
signed by James Alexander, member-manager, the Debtor estimated its
assets at up to $50,000 and its liabilities at between $10 million
and $50 million.  Judge Brenda T. Rhoades presides over the case.
Nathan M. Johnson, Esq., at Spector & Johnson, PLLC, serves as the
Debtor's bankruptcy counsel.


SAGE GROUP: Taps Max Real Estate as Property Manager
----------------------------------------------------
Sage Group, LLC, seeks approval from the U.S. Bankruptcy Court for
the District of Oregon to hire a property manager.

The Debtor proposes to employ Max Real Estate Services to manage
its real property in Wilsonville Oregon.

The proposed rate of compensation is the customary rate in effect
when the services are performed, currently 6% of gross rents on a
monthly basis for services rendered.

Dennis Soloman, manager of Max Real Estate, disclosed in a court
filing that his firm does not hold any interest adverse to the
Debtor's estate, creditors or equity security holders.

The firm can be reached through:

     Dennis Soloman
     Max Real Estate Services
     7010 SW Nyberg St.
     Tualatin OR 97062

                         About Sage Group

Sage Group, LLC, a privately-held company based in Lake Oswego,
Oregon, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Oregon Case No. 18-30949) on March 20, 2018.  In the
petition signed by John Patrick Lucas, manager, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge David W. Hercher presides over the case.  The Debtor hired
Troutman Law Firm, PC, as its legal counsel.


SAM MEYERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sam Meyers, Inc.
          fdba Sam Meyers Uniform Rental Service
          dba Sam Meyers Formal Wear
          dba Sam Meyers Cleaners and Laundry
          dba Capital Cleaners
          fdba Sam Meyers Formal Wear, Incorporated
          dba Steamers
          fdba Spalding's Dry Cleaners & Laundry
          fdba Hamilton's Formal Wear
          fdba Hamilton's Tuxedoes
          fdba Meyers & Corbett Realty Company
       3400 Bashford Avenue Court
       Louisville, KY 40218

Business Description: Sam Meyers, Inc. -- http://sammeyers.com--
                      is a wholesale supplier of men's formal wear

                      and accessories.  The company also owns and
                      operates a dry cleaning business in the
                      Midwest.  In addition to its Louisville
                      locations, Sam Meyers owns a store in
                      Nashville, Tennessee that specializes in
                      costume rentals and sales in addition to
                      formal wear; a tuxedo store in Evansville,
                      Indiana; and a satellite warehouse in
                      Boston, Massachusetts.  Sam Meyers' main
                      warehouse is located in Louisville and
                      consists of 110,000 square feet.

Chapter 11 Petition Date: May 17, 2018

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Case No.: 18-31559

Judge: Hon. Alan C. Stout

Debtor's Counsel: Charity S. Bird, Esq.
                  KAPLAN JOHNSON ABATE & BIRD LLP
                  710 West Main Street, 4th Floor
                  Louisville, KY 40202
                  Tel: 502-540-8285
                  Fax: 502-540-8282
                  Email: cbird@kaplanjohnsonlaw.com
                         cbird@kplouisville.com

                    - and -

                  James Edwin McGhee, III, Esq.
                  KAPLAN & PARTNERS LLP
                  710 West Main Street, 4th Floor
                  Louisville, KY 40202
                  Tel: 502-416-1634
                  Fax: 502-540-8282
                  Email: jmcghee@kplouisville.com

Total Assets: $1.80 million

Total Liabilities: $2.91 million

The petition was signed by James P. Corbett, president.

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

                          http://bankrupt.com/misc/kywb18-31559.pdf


SEADRILL LTD: Bank Debt Trades at 13% Off
-----------------------------------------
Participations in a syndicated loan under which Seadrill Ltd. is a
borrower traded in the secondary market at 87.19
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.75 percentage points from the
previous week. Seadrill Ltd. pays 300 basis points above LIBOR to
borrow under the $1.1 billion facility. The bank loan matures on
February 21, 2021. Moody's rates the loan 'Caa2' and Standard &
Poor's gave a 'CCC+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, May 11.


SF GALLERIA: Taps Johnson & Gubler as Legal Counsel
---------------------------------------------------
SF Galleria LLC seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to hire Johnson & Gubler, P.C., as its legal
counsel.

The firm will prepare the Debtor's plan of reorganization; analyze
claims; help the Debtor recover or liquidate its assets; and
provide other legal services related to its Chapter 11 case.

The firm's attorneys and paralegals will charge $425 per hour and
$175 per hour, respectively.  Johnson & Gubler received a retainer
in the sum of $25,000.

Johnson & Gubler neither holds nor represents any interest adverse
to the Debtor's bankruptcy estate, according to court filings.

The firm can be reached through:

     Matthew L. Johnson, Esq.
     Johnson & Gubler, P.C.
     Lakes Business Park
     8831 West Sahara Avenue
     Las Vegas, NV 89117
     Tel: (702) 471-0065
     Fax: (702) 471-0075
     E-mail: annabelle@mjohnsonlaw.com
     E-mail: mjohnson@mjohnsonlaw.com

                       About SF Galleria

SF Galleria, LLC, listed its business as single asset real estate
(as defined in 11 U.S.C. Section 101(51B)).

SF Galleria sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 18-12635) on May 4, 2018.  At the
time of the filing, the Debtor estimated assets of $1 million to
$10 million and liabilities of less than $1 million to $10 million.
Judge Laurel E. Babero presides over the case.


SHAMROCK GROUP: Taps Weiland Golden as Legal Counsel
----------------------------------------------------
Shamrock Group, Inc., seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Weiland Golden
Goodrich LLP as its legal counsel.

The firm will advise the Debtor regarding the requirements of the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.

The firm's hourly rates range from $250 to $750.  The attorneys who
will be handling the case are:

     David Goodrich       $600
     Beth Gaschen         $550
     Claudia Yoshonis     $250

David Goodrich, Esq., at Weiland, disclosed in a court filing that
his firm neither holds nor represents any interest adverse to the
Debtor's estate, creditors or equity security holders.

Weiland can be reached through:

     David M. Goodrich, Esq.
     Beth E. Gaschen, Esq.
     Weiland Golden Goodrich LLP
     650 Town Center Drive, Suite 950
     Costa Mesa, CA 92626
     Telephone: 714-966-1000
     Facsimile: 714-966-1002
     E-mail: dgoodrich@wgllp.com
     E-mail: bgaschen@wgllp.com

                    About Shamrock Group Inc.

Shamrock Group, Inc., which conducts business under the name
Shamrock Paving, is a privately-held company in Huntington Beach,
California, that provides paving and maintenance services.
Shamrock Group sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-11370) on April 18, 2018.

In the petition signed by Kevin J. Myers, chief executive officer
and president, the Debtor disclosed $8.90 million in assets and
$5.81 million in liabilities.  

Judge Theodor Albert presides over the case.


SHERIDAN PRODUCTION: $60MM Bank Debt Trades at 17% Off
------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners I-M LP is a borrower traded in the secondary market at
83.17 cents-on-the-dollar during the week ended Friday, May 11,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.19 percentage points from
the previous week. Sheridan Production pays 350 basis points above
LIBOR to borrow under the $60 million facility. The bank loan
matures on October 1, 2019. Moody's rates the loan 'Caa3' and
Standard & Poor's gave no rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, May 11.


SHERIDAN PRODUCTION: $900MM Bank Debt Trades at 17% Off
-------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners is a borrower traded in the secondary market at 83.17
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.19 percentage points from the
previous week. Sheridan Production pays 350 basis points above
LIBOR to borrow under the $900 million facility. The bank loan
matures on October 1, 2019. Moody's gave no rating to the loan and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, May 11.


SHERIDAN PRODUCTION: $98MM Bank Debt Trades at 17% Off
------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners I-A LP is a borrower traded in the secondary market at
83.17 cents-on-the-dollar during the week ended Friday, May 11,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.19 percentage points from
the previous week. Sheridan Production pays 350 basis points above
LIBOR to borrow under the $98 million facility. The bank loan
matures on October 1, 2019. Moody's rates the loan 'Caa3' and
Standard & Poor's gave a 'B' rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, May 11.


SKILLSOFT CORPORATION: Bank Debt Trades at 16% Off
--------------------------------------------------
Participations in a syndicated loan under which Skillsoft
Corporation is a borrower traded in the secondary market at 83.65
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.05 percentage points from the
previous week. Skillsoft Corporation pays 825 basis points above
LIBOR to borrow under the $185 million facility. The bank loan
matures on April 28, 2022. Moody's rates the loan 'Caa3' and
Standard & Poor's gave a 'CCC' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, May 11.


SONICWALL HOLDINGS: S&P Cuts First-Lien Facilities Rating to 'B-'
-----------------------------------------------------------------
S&P Global Ratings lowered its issue-level ratings on Milpitas,
Calif.-based SonicWall Holdings Ltd.'s first-lien secured credit
facilities to 'B-' from 'B'.

S&P said, "We also revised our recovery rating on the first-lien
facilities to '3' from '2'. The '3' recovery rating indicates our
expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a payment default. Our 'CCC+' issue-level
rating and '5' recovery rating on SonicWall's second-lien term loan
are unchanged. The rating actions follow the company's announcement
that it is upsizing its first-lien term loan by $20 million and
downsizing its second-lien term loan by a commensurate amount.

"Our 'B-' corporate credit rating on SonicWall remains unchanged
and reflects the company's limited scale and financial resources
compared with larger competitors, and high pro forma leverage of
12x at transaction close. Our stable outlook is based on our
expectation that the reorientation of its go-to-market strategy
will continue to support solid revenue growth and improving EBITDA
margins, which should reduce the company's leverage to the mid-9x
area over the next 12 months, and that the company has adequate
liquidity to fund its growth plans."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P's simulated default scenario contemplates a default
occurring in 2020 because of increasing competition in the middle
market space for unified threat management products and a failure
to maintain technological leadership.

-- S&P values the company on a going-concern basis using a 6.5x
multiple of our projected emergence-level EBITDA, which reflects
the company's small operational scale and growth prospects relative
to that of its peers.

Simulated default scenario

-- Simulated year of default: 2020
-- Emergence EBITDA: Approximately $60 million
-- Multiple: 6.5x

Simplified waterfall

-- Net enterprise value (after 5% administrative costs):
Approximately $370 million
-- Obligor/nonobligor valuation split: 60%/40%
-- Estimated first-lien term loan claim: Approximately $504
million
-- Total value available for first-lien claims: Approximately $318
million
    --Recovery expectations: 50%-70% (rounded estimate: 65%)
-- Total value available for second-lien and deficiency claims:
Approximately $52 million
    --Recovery expectations: 10%-30% (rounded estimate: 10%)

Note: Estimated claim amounts include approximately six months of
accrued but unpaid interest that we assume would be outstanding at
default. Amounts have been rounded.

  Ratings List

  SonicWall Holdings Ltd.
   Corporate Credit Rating                 B-/Stable

  Downgraded; Recovery Rating Revised
                                           To            From
   SonicWall Holdings Ltd.
    Senior Secured                         B-            B
     Recovery Rating                       3(65%)        2(70%)


STAPLES INC: Bank Debt Trades at 3% Discount
--------------------------------------------
Participations in a syndicated loan under which Staples Inc. is a
borrower traded in the secondary market at 97.34
cents-on-the-dollar during the week ended Friday, May 11, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.08 percentage points from the
previous week. Staples Inc. pays 400 basis points above LIBOR to
borrow under the $2.9 billion facility. The bank loan matures on
September 12, 2024. Moody's rates the loan 'B1' and Standard &
Poor's gave 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 11.


STEWART DUDLEY: Magnify Trustee Selling Condo Unit 1925 for $295K
-----------------------------------------------------------------
Jeffery J. Hartley, Chapter 11 Trustee for Magnify Industries, LLC,
asks the U.S. Bankruptcy Court for the Northern District of Alabama
to authorize the sale of the condominium unit 1925 located at
Emerald Beach Resort in Panama City Beach, Florida to Otis Lofton
Jr. and Myla Lofton for a gross sales price of $295,000.

At the hearing on May 22, 2017 the Court directed that all
prospective sales of condominium units currently titled in the name
of Magnify should be presented to the Court for consideration and
approval on an expedited basis.

The Trustee has received the attached offers to purchase Unit 1925
for a gross sales price of $295,000, with $1,000 initial deposit.
The anticipated net proceeds are $273,135.  The potential buyers of
the Unit wish to close as soon as practicable.  The sale of the
Unit would reduce the expenses and carrying costs.

To the best of the Trustee's knowledge, the potential buyers have
no connection to or relationship with the Debtor, Magnify or other
parties in interest.  The proposed prices represent an amount of
$227.09 per square foot.

Magnify, the current recorded title owner of the Unit, should be
ordered and directed to promptly execute all necessary documents to
effectuate the sale of the Unit.  The net cash after paying the
amounts required for closing will be placed in the escrow account
at Engel, Hairston & Johanson, P.C. pending further order of the
Court.   The Trustee asks a telephonic hearing on the Motion as
soon as practicable.

A copy of the "As Is" Residential Contract for Sale and Purchase
attached to the Motion is available for free at:

   http://bankrupt.com/misc/Stewart_Dudley_869_Sales.pdf

                   About Stewart Ray Dudley

Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala.
Case No. 16-01842) on May 5, 2016, and is represented by R. Scott
Williams, Esq. from Rumberger, Kirk & Caldwell, P.C.

In January 2017, Buffalo Rock Company and James C. Lee, III,
creditors of Stewart Ray Dudley, filed a motion for order directing
the appointment of Peter W. Colmer as Chapter 11 Trustee for the
Debtor's bankruptcy estate.  They claimed that continuously acting
against the best interest of his estate, the Debtor caused numerous
assets to be transferred to Magnify Industries, LLC, including an
automobile collection previously valued at over $5,500,000; 100% of
his interest of an updated warehouse and event space commonly
referred to as Old Car Heaven previously valued at over $1,534,000;
and 17 beach front condominiums.

Buffalo Rock is represented by Burr & Forman LLP.  James C. Lee,
III, is represented by Bradley Arant Boult Cummings LLP.

The Court appointed Jeffery J. Hartley as Chapter 11 Trustee on
Feb. 24, 2017.

The Trustee:

          Mr. Jeffery Hartley
          P.O. Box 2767
          Mobile, AL 36652
          E-mail: jjh@helmsinglaw.com

The Trustee is represented by:

          Ogden S. Deaton, Esq.
          GRAHAM & CO.
          110 Office Park Drive
          Suite 200
          Birmingham, AL 35223
          E-mail: ogdend@grahamcompany.com


TEXAS E&P: Trustee Selling Interest in Lassiter 1H/Beeler 1H Wells
------------------------------------------------------------------
Jason R. Searcy, the Chapter 11 Trustee of Texas E&P Operating,
Inc., asks the U.S. Bankruptcy Court for the Northern District of
Texas to authorize the sale of a leasehold interest in the Lassiter
1H and Beeler 1H wells located in Anderson County, Texas and all
fixtures and equipment associated therewith, to Richmond
Engineering, Inc. for $25,000.

The objection deadline is May 28, 2018.

A portion of the Debtor's estate consists of the Property.  The
Trustee has been tendered an offer to purchase the Property in the
amount of $25,000 from Richmond, 1101 E. Arapaho Road, Suite 120,
Richardson, Texas.  The Trustee desires to accept the Purchase
Offer and sell the Property.

Notwithstanding any other provision of the transaction, nothing in
the transfer will transfer or assign the rights of the estate to
pursue any and all litigation and damage claims, whether now
pending or hereafter asserted, arising from the drilling of or
operations of the wells located on the Property.  The Trustee with
execute Texas Railroad Commission form P-4's for each of the two
named wells to Richmond, or its designee.

The sale is proposed to be free and clear of all liens, claims and
encumbrances with any valid liens, claims or encumbrances attaching
to the sale proceeds.

A copy of the Assignment of Oil and Gas Leases attached to the
Motion is available for free:

   http://bankrupt.com/misc/Texas_E&P_171_Sales.pdf

The Trustee believes the offer to be reasonable.  To the best of
his knowledge and belief, the prospective purchaser, Richmond is
owned or controlled by Mark Plummer, the owner of the Debtor.  The
Trustee has offered the property for sale to a number of other oil
and gas companies and none have expressed any interest in
purchasing the property other than Richmond.

                   About Texas E&P Operating

Based in Richardson, Texas, the Texas E&P group of companies --
http://texasepgroup.com/-- offer direct investment opportunities
in its oil and natural gas projects in the Southwestern United
States.  From the initial investment to the production of each
well, the Group oversees each phase of development.  Texas E&P
Operating is an independent oil and natural gas operator, with
specialties in developing new and existing oil fields since 1994.
Texas E&P Funding manages a diverse offering of oil and natural Gas
investments.  Texas E&P Well Service is in the well work-over and
completion industry, with dedication to safety and innovation.

Texas E&P Operating, Inc., f/k/a Chestnut Exploration and
Production, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017.  In the
petition signed by Mark A. Plummber, president, the Debtor
estimated its assets and liabilities at between $10 million and $50
million.

Judge Stacey G. Jernigan presides over the case.

John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C.,
serves as the Debtor's bankruptcy counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors' in the Debtor's case.  The Committee retained
Okin Adams LLP as its legal counsel.

On Jan. 19, 2018, Jason Searcy was appointed as the Debtor's
Chapter 11 trustee. The trustee hired Searcy & Searcy, P.C., as
bankruptcy counsel.  Snow Spence Green LLP, is the special counsel.


TMTR HOLDINGS: Foster Buying San Antonio Condo Unit for $825K
-------------------------------------------------------------
TMTR Holdings, LLC, asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the sale of a condominium unit and
improvements, described as 610 E. Market St., #3106, San Antonio,
Texas, to Satirah Foster for $825,000.

Objections, if any, must be filed within 21 days from the date of
Motion service.

The condominium is at the Alteza.  The Debtor proposes to sell the
real property for the cash sales price in the amount of $825,000 to
the Buyer.  The sale is scheduled to close no later than June 15 ,
2018.

The Debtor believes that the proposed sales price approximates the
real property's market value in the context of such a sale, and is
a reasonable value based upon the asset proposed to be sold and its
marketability.

The real property is subject to a mortgage lien to New First
National Bank in the approximate amount of $740,000.  All
outstanding ad valorem taxes, including the Bexar County ad valorem
taxes (including 2016 and 2017), will be paid in full from the
sale.  The ad valorem taxes owing to Bexar County are in the
projected amount of $65,260, plus the pro-rated ad valorem taxes
for 2018 which accrue through the date of the sale closing.

The Debtor is asking permission to pay all reasonable closing
costs, including real estate commissions (7%), directly at closing.
The realtor has agreed to reduce the commission to the amount of
$50,545.  The net proceeds from the sale will be paid to New First
National Bank in partial satisfaction of the outstanding balance
owing to New First National Bank (in the estimated amount of
$740,000).

The Debtor is asking that the sale to Satirah Foster be free and
clear of all liens, claims and encumbrances.  The liens of New
First National Bank and the local ad valorem taxing authorities
(Bexar County) will automatically attach to the net sales proceeds
based upon their pre-petition priority, and paid through closing.

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

   http://bankrupt.com/misc/TMTR_Holdings_27_Sales.pdf

The Purchaser:

          Satirah Foster
          Telephone: (210) 240-7522
          E-mail: satirahf@fostercmgroup.com

The Creditor:

          NEW FIRST NATIONAL BANK
          10301 N E Zac Lentz Pkwy.
          Victoria, TX 77904-3132

                      About TMTR Holdings

TMTR Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52797) on Dec. 5,
2017.  Judge Craig A. Gargotta presides over the case.  At the time
of the filing, the Debtor estimated assets of less than $50,000 and
liabilities of less than $100,000.  The Debtor tapped William R.
Davis, Jr., Esq. at Langley & Banack, Inc., as its legal counsel.


ULTRA PETROLEUM: S&P Cuts Corp Credit Rating to 'B', Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Houston-based Ultra Petroleum Corp. to 'B' from 'B+'. The outlook
is negative.

S&P said, "At the same time, we lowered the issue-level rating on
the company's senior secured term loan to 'BB-' from 'BB'. The
recovery rating remains '1', indicating our expectation of very
high (90% to 100%; rounded estimate: 95%) recovery in the event of
a payment default. We are also lowering our issue-level rating on
the company's senior unsecured notes to 'B' from 'B+'. The recovery
rating is '3', indicating our expectation of meaningful (50%-70%;
rounded estimate: 65%) recovery in the event of a payment default.

"The downgrade reflects our assessment that Ultra's lower natural
gas price realizations and a deferred asset sale will result in
lower cash flow and weaker leverage than we previously projected.
Prices for gas in the Rockies have been under pressure due to
higher volumes from West Texas, where intensive oil drilling is
also producing large volumes of associated gas. We note that Ultra
has price and basis hedges covering a significant portion of
projected 2018 and 2019 gas production, providing a measure of cash
flow certainty. We also expect the company to fund its capital
program with internally generated cash flow, which is favorable for
credit. The company's planned sale of its Utah properties, however,
which we expected to result in proceeds that would be available to
repay debt, is taking longer than we anticipated. The company is
also in the midst of a transition to horizontal development after
historically being a vertical well driller, which increases
operating risk and lowers near-term production. We view market
uncertainty around gas price and the transition as negatively
affecting the company's bond and equity performance, limiting
Ultra's financial flexibility.

"The negative outlook reflects our expectation that leverage will
remain elevated due to high gas price differentials in the Rockies
region and a slower production ramp as the company transitions to
horizontal development of its Pinedale assets. We also view market
uncertainty around these factors as limiting the company's bond and
equity performance, limiting Ultra's financial flexibility. We
expect Ultra's leverage to remain in the 12%-20% FFO-to-debt range
over the next two years.

"We could lower the rating if we expect leverage to weaken such
that our forecast FFO to debt remains below 12% for a sustained
period. This would most likely occur if the company outspends cash
flows, poor performance of horizontal wells, or if commodity prices
or basis differentials weaken below our current assumptions.

"We could revise the outlook to stable if leverage improves such
that our forecast FFO to debt consistently remains around 20% and
if the company's market performance improves such that we
anticipate the company will have greater financial flexibility.
This would most likely occur if the company executes its
development plan, increasing production while improving leverage.
This could also occur if commodity prices and basis differentials
improve beyond our expectations."


VALEANT PHARMACEUTICALS: Fitch Rates $5.7BB Credit Facility 'BB-'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-'/'RR1' rating to Valeant
Pharmaceuticals International's (VPI) new senior secured bank
facility. In addition Fitch has assigned a 'B-'/'RR4' rating to
VPI's senior unsecured notes offering.

The net proceeds of this offering, along with cash on hand, are
expected to be used to fund the retirement of up to $5.28 billion
aggregate principal amount of the outstanding secured term loan,
6.375% senior unsecured notes due 2020, 5.375% senior notes due
2020, 6.750% senior notes due 2021 and 7.25% senior notes due 2022.


The ratings apply to approximately $25.6 billion of debt
outstanding at March 31, 2018. The Rating Outlook is Stable.

KEY RATING DRIVERS

Current Refinancing: Valeant will execute a new secured credit
facility including a five-year revolver up to $1.2 billion and a
seven-year $4.565 billion term loan. The new revolver relaxes the
maintenance secured leverage covenant to 4.0x from 3.0x and the
secured debt incurrence leverage covenant to 3.5x from 3.0x. The
refinancing also includes the issuance of $750 million senior
unsecured notes. The repayment of outstanding 6.375% senior notes
due 2020, 6.750% senior notes due 2021 and 7.50% senior notes due
2022 eliminates the 2.5x secured leverage incurrence covenants.

Lingering High Leverage: Valeant's balance sheet is highly
leveraged due to past acquisitions funded in part with significant
debt and suboptimal operations management under the leadership of
prior management. The company has made decent progress in reducing
the absolute level of debt outstanding, having paid down more than
$6.9 billion in debt since March 31, 2016 with a combination of
internally generated cash flow and proceeds from asset
divestitures. However, leverage remains high, with gross debt to
EBITDA of 7.4x as of March 31, 2018. To date, deleveraging has
depended upon debt paydown as EBITDA has contracted by $1.7 billion
since 2015, due to a combination of divestitures executed at
relatively favorable multiples, loss of exclusivity on certain
products and price and volume headwinds in certain businesses.

Product Portfolio Supports Return to Growth in 2019: Valeant
operates with a reasonably diverse business model relative to its
products, customers and geographies served. Many of the company's
businesses are comprised of defensible product portfolios, which
Fitch believes are capable of generating durable margins and cash
flows. Expected long-term growth for Valeant's eye health (Bausch +
Lomb) and gastrointestinal (GI/Salix) businesses support the
company's operating prospects, and Fitch believes the dermatology
business should return to growth in 2019-2020 upon the launch of
new products. This supports an expectation for a return to positive
growth in EBITDA in 2019, which is important to the company's
longer term efforts to repair the balance sheet.

Challenges Remain in Stabilizing Operations: Valeant has made
significant progress in shoring up its operating profile during the
past six quarters. The company has stabilized its Salix and Bausch
+ Lomb businesses, investing in additional sales force for Salix
and reducing overall firm operating costs through improved
efficiencies and divestitures. However, the company continues to
face operating challenges on various fronts, including price and
volume headwinds in the dermatology business, the loss of patent
protection on some of its branded drugs, and litigation.
Nevertheless, Fitch views the company's internal and more narrowed
focus under the new management team as a constructive underpinning
to further improving operations.

Reliance on New Products: The stabilization of Valeant's operating
profile has involved an increased focus on developing an internal
research and development pipeline, which Fitch believes is
supportive of the company's credit profile over the long term.
However, it is early days, and the company still faces some
challenges. Specifically, Valeant needs to ramp up the utilization
of recently-approved products. These include Siliq (for the
treatment of moderate-to-severe plaque psoriasis, although with
safety restrictions) and Vyzulta (glaucoma). The successful
approval and commercialization of Duobrii or IDP-118 (dermatology)
and Bryhali or IDP-122 (dermatology) should help to strengthen the
company's dermatology business. Advancing late-stage pipeline
products that are focused on eye health and GI is also important
for Valeant's longer-term growth prospects.

Near-Term Liquidity Exists: Valeant consistently generates positive
FCF and has satisfied most debt maturities until 2021, not taking
into account near-term loan amortizations. The company's ability to
tap the credit markets for an unsecured notes issue in late 2017
was an important step forward for the prospects of refinancing
shorter dated maturities.

DERIVATION SUMMARY

Valeant, rated 'B-'/Stable, is significantly larger and more
diversified than peers Mallinckrodt plc (bb-*/Stable) and Endo
International plc Endo (bb-*/Negative). While all three manufacture
and market specialty pharmaceuticals and have maturing
pharmaceutical products, Valeant's Bausch + Lomb (B+L) business
meaningfully decreases business concentration risk relative to
Mallinckrodt and Endo. B&L offers operational diversification in
terms of geographies and payers. Many of its products are purchased
directly by customers without the requirement of a prescription.

However, Valeant's lower rating reflects gross debt leverage that
is much higher than peers. The company accumulated a significant
amount of debt through numerous acquisitions. Valeant's prior
management also had some operational issues, including suboptimal
resource allocation to select businesses. New management has been
focusing on reducing leverage by applying operating cash flow and
divestiture proceeds to debt reduction.

KEY ASSUMPTIONS

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

  --Forecasted revenue declining in 2018 and returning to growth
thereafter. Fitch expects the loss of exclusivity (LOE) on products
in the Bausch + Lomb and, Dermatology, GI and Neuro & Other
businesses will be a roughly $470 million headwind to revenues in
2018. The growth of Siliq and potentially Duobrii and Jembdel
should help return the dermatology business to growth in
2019-2020.

  --EBITDA of $3.15 billion to $3.25 billion in 2018 and gradually
increasing thereafter, driven by revenue growth, improved sales mix
and cost control.

  --Normalized annual FCF of $1 billion to $1.2 billion.

  --Continued debt reduction utilizing FCF.

  --Leverage declining to near 7.0x by the end of 2019.

  --Fitch projects continued compliance under the debt agreement
financial maintenance covenants during the forecast period.

RATING SENSITIVITIES

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

  --An expectation of gross debt leverage (total debt/EBITDA)
durably below 7.0x.

  --Valeant continues to make progress in stabilizing operations
and refrains from pursuing large strategic transactions, and EBITDA
growth turns positive in 2019.

  --Forecasted FCF remains significantly positive.

  --Debt maturities are successfully addressed well in advance
through a combination of debt reduction and refinancing.

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

  --Material operational stress returns without a clear path to
stabilize in the near term.

  --FCF significantly and durably deteriorates.

  --Refinancing risk increases and the prospect for meaningful
leverage reduction weakens.

  --Gross debt leverage (total debt/EBITDA) continues to trend
higher from year-end 2018 levels.

LIQUIDITY

Valeant had adequate near-term liquidity at March 31, 2018,
including cash on hand of $909 million (and roughly $1,081 million
availability under revolving lines of credit of $1.50 billion at
March 31, 2020, with availability reduced by $250 million of
revolver borrowings and $169 million in letters of credit.
Valeant's new $1.2 billion revolving credit facility matures in
2023. The company's refinancing activities have largely satisfied
debt maturities until 2021. After this refinancing and excluding
new term loan amortizations, Fitch estimates that Valeant has
roughly $2.53 billion maturing in 2021, $1.25 billion maturing in
2022, $6.4 billion maturing in 2023, and $2 billion maturing in
2024.

Fitch forecasts 2018 FCF of $1.0 billion to $1.2 billion, and the
rating incorporates an expectation that the company will continue
to prioritize use of cash for debt reduction ahead of acquisitions
or share repurchases. Valeant has consistently generated
significantly positive FCF during 2015-2017, despite facing serious
operating challenges. Fitch expects the company to maintain
adequate headroom under the debt agreement financial maintenance
covenants during the 2018-2021 forecast period.

FULL LIST OF RATING ACTIONS

Fitch has assigned the following ratings:

Valeant Pharmaceuticals International

  --Senior secured bank facility 'BB-'/'RR1' (100%);

  --New senior unsecured notes 'B-'/'RR4' (39%).

Fitch has affirmed the following ratings:

Valeant Pharmaceuticals International, Inc.

  --Long-term Issuer Default Rating at (IDR) 'B-';

  --Senior secured notes 'BB-'/'RR1' at (100%);

  --Senior unsecured notes 'B-'/'RR4' at (39%).

The Rating Outlook is Stable.

Valeant Pharmaceuticals International

  --Long-term IDR at 'B-';
  
--Senior unsecured notes at 'B-'/'RR4' (39%).

The Rating Outlook is Stable.

Recovery Assumptions

The recovery analysis assumes that Valeant would be considered a
going concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch estimates a going concern
enterprise value (EV) of $17.9 billion for Valeant and assumes that
administrative claims consume 10% of this value in the recovery
analysis.

The going concern EV is based upon estimates of post-reorganization
EBITDA and the assignment of an EBITDA multiple. Fitch's estimate
of Valeant's going concern EBITDA of $2.4 billion is 25% lower than
the forecasted 2018 EBITDA, reflecting a scenario where the recent
stabilization in the base business is reversed and the company is
not successful in commercializing the R&D pipeline.

Fitch assumes Valeant will receive a going-concern recovery
multiple of 7.5x EBITDA. This is slightly higher than the 6.0x-7.0x
Fitch typically assigns to specialty pharmaceutical manufacturers,
representing Bausch and Lomb's relatively more durable consumer
products focus and the company's larger scale and broader product
portfolio than peers. The current average 2018 forward trading
multiple of Valeant and the company's closet peers is 9.9x.

Fitch applies a waterfall analysis to the going concern EV based on
the relative claims of the debt in the capital structure, and
assumes that the company would fully draw the revolvers in a
bankruptcy scenario. The senior secured credit facility, including
the term loans and revolver, and senior secured notes, have
outstanding recovery prospects of 100% in a reorganization scenario
and are rated 'BB-'/'RR1', three notches above the IDR. The senior
unsecured notes recover 39% and are rated 'B-'/'RR4'.


VALEANT PHARMACEUTICALS: Moody's Rates Unsec. Notes 'Caa1'
----------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to the new senior
unsecured note issuance of Valeant Pharmaceuticals International,
guaranteed by Valeant Pharmaceuticals International, Inc.
(collectively "Valeant"). There are no changes to Valeant's other
ratings including the B3 Corporate Family Rating, the B3-PD
Probability of Default Rating, the Ba3 senior secured rating, Caa1
senior unsecured rating and SGL-2 Speculative Grade Liquidity
Rating. The outlook remains stable.

Proceeds of the notes, together with a term loan refinancing, will
be used to repay existing term loans and senior notes in a
leverage-neutral refinancing. The transaction is credit positive
because it will extend Valeant's debt maturities and modestly
reduce total interest costs.

Ratings assigned:

Valeant Pharmaceuticals International, guaranteed by Valeant
Pharmaceuticals International, Inc.:

Backed senior unsecured notes due 2027, at Caa1 (LGD4)

RATINGS RATIONALE

Valeant's B3 Corporate Family Rating reflects its very high
financial leverage with gross debt/EBITDA of about 7.5 times, and
significant challenges in improving organic growth. Valeant also
faces considerable uncertainty related to unresolved legal matters.
Patent expirations over the next 12 to 18 months will erode
earnings, causing debt/EBITDA to approach 8.0 times by late 2018.
However, patent expirations will moderate in 2019, resulting in
greater stability on an aggregate basis and a reduction in
debt/EBITDA below 7.5 times.

The rating is supported by Valeant's good scale with over $8
billion of revenue, good product diversity and high margins.
Valeant's liquidity is good, reflecting solid free cash flow and
minimal short term borrowings.

The rating outlook is stable, reflecting Moody's expectation
Valeant will use free cash flow to reduce debt, but that
debt/EBITDA will remain above 7.0x.

Factors that could lead to an upgrade include good organic growth
in Bausch + Lomb/International and Salix business lines, successful
launches of new products, and progress at resolving legal
proceedings. Specifically, sustaining debt/EBITDA below 7.0 times
with CFO/debt approaching 10% could lead to upward rating
pressure.

Factors that could lead to a downgrade include significant
reductions in pricing or utilization trends, unfavorable
developments in the Xifaxan patent challenge, or escalation of
legal issues or large litigation-related cash outflows.
Specifically, sustaining debt/EBITDA above 8.0 times could lead to
downward rating pressure.

Headquartered in Laval, Quebec, Valeant Pharmaceuticals
International, Inc. is a global company that develops, manufactures
and markets a range of pharmaceutical, medical device and
over-the-counter products, primarily in the therapeutic areas of
eye health, gastroenterology and dermatology.

The principal methodology used in this rating was Pharmaceutical
Industry published in June 2017.


VANTAGE CORP: Sunrise Buying All Assets for $500K
-------------------------------------------------
Vantage Corp., Vantage Advisory Management, LLC, VF(x) LP,
TradeLogix, LLC and TradeVue, LLC, ask the U.S. Bankruptcy Court
for the Northern District of Georgia to authorize the bidding
procedures in connection with the sale of substantially all their
assets to Sunrise, LLC, for $500,000, subject to overbid.

The Debtors' technology has a proven track record of results
necessary to make substantial profits for their investors, clients
and customers.  However, during their capital raise and in the
midst of their marketing efforts to monetize their technology,
various of their investors experienced liquidity crises and
demanded the early return of all or a portion of their investments.
When the Debtors were unable to do so, the investors took actions
that sparked an investigation by the Securities and Exchange
Commission and ultimately filed a lawsuit against the Debtors in
the U.S. District Court for the District of Delaware.

Since the SEC Investigation and subsequent lawsuit impacted them in
the midst of their capital raise and marketing efforts, the Debtors
were unable to procure additional investment or any customers or
clients.  As a result, their liquidity became depleted,
rendering them incapable of funding their ordinary business
operations and defense of the lawsuit, and forcing the Debtors to
file the Bankruptcy Case.

The Debtors have had arms'-length third party business relationship
with the principal of the Stalking Horse Bidder for a number of
years.  The Stalking Horse Bidder has been interested in utilizing
the Debtors' technology during such time but was unable to do so
due to the SEC Investigation and lawsuit.

The Debtors approached the Stalking Horse Bidder's principal prior
to the Petition Date to discuss consummation of a transaction
surrounding the Debtors' technology and software.  After
negotiation, the Stalking Horse Bidder agreed to fund the Debtors'
chapter 11 process and serve as the stalking horse bidder for the
Debtors' assets.

If the Stalking Horse Bidder is the Successful Bidder and closes on
the acquisition of the Acquired Assets, it is contemplated that the
Stalking Horse Bidder will hire Brian Askew, who is one of the
Debtors' founders, an equity holder in the Debtors and the person
in control of the Debtors as of the Petition Date, to continue to
manage and develop the Debtors' technology for the benefit of the
Stalking Horse Bidder.  The details of this employment have not
been finalized between Mr. Askew and the Stalking Horse Bidder.

The pertinent terms of the APA that the Debtors will make available
to third-party bidders are:

     a. Acquired Assets: Section 1(a) of the APA describes the
Acquired Assets, which are comprised of substantially all of the
Seller's assets and executory contracts used in the Debtors'
Business.

     b. Assumed Liabilities: The Buyer will not assume or have any
responsibility with respect to any liability of the Seller or the
Seller's customers.

     c. Purchase Price: $500,000, with right to credit bid any
outstanding portion of the DIP financing ("DIP Loan").

     d. Termination: The APA may be terminated (i) by mutual
written agreement of the Parties prior to the Closing; (ii) by the
Buyer if (A) the Procedures Order has not been entered by May 16,
2018, the Auction Hearing Date has not occurred on July 10, 2018,
and the Sale Order has not been entered on July 11, 2018; (B)
Closing has not occurred on July 12, 2018; and (C) any other
condition set forth in Section 8 has become incapable of
fulfillment or has not been satisfied on July 30, 2018; (iii) by
the Seller or the Buyer if a bid or bids by a purchaser other than
the Buyer is approved by the Bankruptcy Court; (iv) by the Buyer in
the event of any material breach by the Seller of any of the
Seller's agreements contained herein and the failure of the Seller
to cure such breach within seven calendar days after receipt of
written notice from a Buyer requesting such breach to be cured; or
(v) by Seller in the event of any material breach by the Buyer of
any of its agreements contained herein and the failure of Buyer to
cure such breach within seven calendar days after receipt of
written notice from Seller requesting such breach to be cured.

     e. Good Faith Deposit: $50,000, on the next Business Day
following the date of the APA.

     f. Break-Up Fee: A fee equal to $50,000 to be paid to the
Stalking Horse Bidder upon the successful completion of a competing
transaction

     g. No Successor Liability: Under the proposed APA, the Buyer
will acquire all of the Sellers' right, title and interest in and
to all of the Acquired Assets, free and clear of any liens, claims,
or encumbrances.

     h. Sale Free and Clear of Unexpired Leases: None.

     i. Relief from Bankruptcy Rule 6004(h): Under the APA, the
Sale Order should provide that the 14-day stay period under Rule
6004(h) be waived.

As described more fully in the Bid Procedures set forth in the Bid
Procedures Order and summarized in the Motion, the Debtors ask
approval to sell the Assets to a Qualified Bidder that makes the
highest or otherwise best offer for the Assets, after a 45-day
solicitation period during which information will be provided to
any party in interest purchasing the Debtors' assets, subject to
appropriate confidentiality agreements.

The Debtors have engaged GGG Partners, LLC as their proposed sale
process advisor in the Bankruptcy Case.  In connection with the
proposed engagement, GGG Partners will market the Debtors' assets
for sale to potential buyers and conduct a sale process to aid the
Debtors in identifying the highest and best bidder for the Acquired
Assets.  

As described more fully in the Bid Procedures, the Debtors ask that
competing bids for the Assets be governed by these procedures.
They further ask approval of the Cure Procedures for notifying
counterparties to executory contracts and leases of potential Cure
Amounts with respect to those executory contracts and leases that
the Debtors may seek to assume and assign under the Successful
Bidders asset purchase agreement.

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: June 29, 2018 at 4:00 p.m. (ET)

     b. Deposit: 10% of the bid

     c. Minimum Bid: Not be less than the sum of $500,000, the
Break-Up Fee, and the Bidding Increment

     d. Credit Bid by Stalking Horse Bidder as DIP Lender: The
Debtors have moved to designate the Stalking Horse Bidder as the
Debtors' post-petition secured lender in the Bankruptcy Case.  The
Debtors ask authority to incur $450,000 of post-petition
indebtedness from the DIP Lender on a secured basis with liens and
security interests.  The DIP Lender will be entitled to credit and
offset the cash portion of its bid dollar for dollar with all
amounts then outstanding under the DIP Loan.

     e. The Auction: The Auction will commence at 10:00 a.m. (ET)
on July 3, 2018. The Acquired Assets will be sold free and clear of
all liens, claims, encumbrances, and interests.

     f. Bid Increments: $25,000

     g. Break-Up Fee: $50,000

     h. Sale Hearing: July 10, 2018

A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:

    http://bankrupt.com/misc/Vantage_Corp_7_Sales.pdf

Within two days after the Bid Deadline, the Debtors will file a
notice of potential assumption, assignment and/or transfer of the
Designated Executory Contracts on all Contract Notice Parties.  The
Debtors ask the Court to authorize the assumption and assignment of
Designated Executory Contracts.

The Debtors operate in a relatively small market and are generally
aware of the identities of the persons and entities who would be
interested in acquiring their assets.  Prior to the Petition Date,
they had insufficient assets to run a formal marketing process, but
due to their prepetition relationship with the principal of the
Stalking Horse Bidder and negotiations regarding this process, the
Debtors believe that the transaction set forth in the APA
represents a fair market transaction for the Acquired Assets and is
in the best interests of the Debtors and their estates.
Accordingly, they ask the Court to approve the relief sought.

The Debtors ask that any Sale Order be effective immediately by
providing that the 14-day stays under Bankruptcy Rules 6004(h) and
6006(d) are waived.

The Purchaser:

          SUNRISE, LLC
          354 Pequot Ave.
          Southport, CT 06890
          Attn: David B. Murphy
          Telephone: (203) 292-2600

The Purchaser is represented by:

          Jeffrey M. Sklarz, Esq.
          GREEN & SKLARZ, LC
          700 State Street, Suite 100
          New Haven, CT 06511
          Telephone: (203) 285-8545 x 101
          Facsimile: (203) 823-4546

                     About Vantage Corp.

Vantage Corp., Vantage Advisory Management, LLC, VF(x) LP,
TradeLogix, LLC and TradeVue, LLC comprise a family of entities
that develop and utilize proprietary software and technology to
trade and invest in publicly traded securities and commodities.
The Debtors were formed in 2014 after an approximately 30 year
partnership between the Debtors' founders developing software in
the trading business for the purposes of obtaining investors and
raising sufficient equity capital to grow and reach the scale
necessary to succeed.

In March 2014, Vantage Corp. was formed as part of an overall
business plan, which included the formation of subsidiaries that
would assist Vantage and its shareholders in generating revenue by
utilizing the proprietary trading software and technology that had
been developed.

TradeVue, LLC is the entity that has employed the software
developers for the development of the Debtors' proprietary trading
software and technology.  TradeVue has operated the research lab
and software and systems for trading operations and has been
responsible for connectivity, hardware, co-location services,
networking and monitoring of all trading systems.

TradeLogix, LLC was formed in 2014 expressly to produce trading
results using the proprietary software.

Vantage Advisory Management was formed in 2016 with the intent of
growing the Debtors' money management business by managing a number
of hedge funds and pursuing large joint venture opportunities
utilizing the proprietary trading technology developed.

Formed in 2016, VF(x)LP is a hedge fund that at one point had six
investors.

Vantage Corp. (Bankr. N.D. Ga. 18-57728), Vantage Advisory
Management, LLC (Bankr. N.D. Ga. 18-57731), VF(x) LP (Bankr. N.D.
Ga. 18-57735), TradeLogix, LLC (Bankr. N.D. Ga. 18-57736) and
TradeVue, LLC (Bankr. N.D. Ga. 18-57737) sought Chapter 11
protection on May 4, 2018.

In the petitions signed by Brian Askew, president, Vantage Corp.
estimated assets and liabilities in the range of $100,000 to
$500,000; and Vantage Advisory Management estimated assets in the
range of $0 to $50,000 and liabilities in the range of $100,000 to
$500,000.

The Debtors tapped Lee B. Hart, Esq., at Nelson Mullis Riley &
Scarborough, LLP, as counsel.




VERTAFORE INC: S&P Assigns 'B-' Corp Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' corporate credit rating to
Denver-based Project Viking Holdings Inc. The outlook is stable.

S&P said, "At the same time, we assigned our 'B-' issue-level
rating and '3' recovery rating to Vertafore Inc.'s $1.7 billion
first-lien credit facility, consisting of a $100 million revolving
credit facility due 2023 and a $1.6 billion first-lien term loan
due 2025. The '3' recovery rating indicates our expectation of
meaningful (50%-70%; rounded estimate 60%) recovery in the event of
a default. In addition, we assigned our 'CCC' issue-level rating
and '6' recovery rating to the company's $665 million second-lien
term loan due 2026. The '6' recovery rating indicates our
expectation of negligible (0%-10%; rounded estimate 0%) recovery in
the event of a default.

"Our view of Vertafore's business risk profile reflects its narrow
market focus as a niche provider of software in the property and
casualty (P&C) insurance market. However, the company's leading
market position, high recurring revenue, and good track record of
operating performance partly offset those factors. Vertafore has
good revenue visibility with over 90% recurring and reoccurring
revenues, and a historical customer retention rate of more than
90%. We view these factors, along with significant switching costs
and a mature end market, as likely to result in stable operating
performance.

"The stable outlook reflects our view that Vertafore's good market
position and recurring revenue base and steady price increases will
result in consistent operating performance over the next 12
months.

"We could raise the rating over the next year if the company
successfully executes its cost reduction plans while maintaining
its leading market share position, and adopts a financial policy
that results in leverage below 8x on a sustained basis.

"We could lower the rating if the company pursues debt-financed
acquisitions or if cost cuts disrupt the business, resulting in
negative free cash flow and an unsustainable capital structure."


VF HOLDING: Moody's Affirms B3 CFR on Dividend Recap
----------------------------------------------------
Moody's Investors Service affirmed VF Holding Corp.'s (Project
Viking Holdings d/b/a Vertafore, "Vertafore") B3 Corporate Family
Rating (CFR) and B3-PD Probability of Default Rating (PDR)
following the announcement of a dividend recapitalization
transaction. Concurrently, Moody's assigned B2 ratings to the
company's proposed $100 million senior secured first lien revolving
credit facility and $1.6 billion senior secured first lien term
loan. Moody's also assigned a Caa2 rating to Vertafore's proposed
$665 million senior secured second lien term loan. The rating
outlook is stable.

Net proceeds from the term loans will be used to refinance existing
indebtedness, fund a large distribution to shareholders and pay
transaction fees and expenses. Upon the close of the proposed
transaction, Moody's would withdraw the ratings on the existing
debt instruments.

"The B3 CFR reflects exceptionally high debt to EBITDA of about 10
times following the proposed dividend recap." stated Moody's
analyst Stephen Morrison. "Counter-balancing this high financial
risk, maintenance of the B3 rating and stable outlook strongly
considers Vertafore's competitive positioning and our expectations
for continued organic growth and improving free cash flow
generation."

Assignments:

Issuer: VF Holding Corp.

Gtd Senior Secured First Lien Bank Credit Facility, Assigned B2
(LGD3)

Gtd Senior Secured Second Lien Bank Credit Facility, Assigned Caa2
(LGD5)

Outlook Actions:

Issuer: VF Holding Corp.

Outlook, Remains Stable

Affirmations:

Issuer: VF Holding Corp.

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

RATINGS RATIONALE

The B3 CFR reflects Vertafore's very aggressive financial policies
underpinned by the very high pro forma leverage level
(approximately 10x debt to EBITDA based on Moody's adjusted March
31, 2018 LTM results) which would result from the proposed
debt-funded dividend distribution. The rating also considers the
company's relatively small scale, with revenue less than $500
million, and its concentrated business profile as a niche provider
of software, information and services to a single end market -- the
property and casualty (P&C) insurance industry. However, the rating
is supported by Vertafore's highly recurring, diversified and
"sticky" customer base within the P&C market that supports
retention rates of approximately 95% with very little customer
concentration.

The stable outlook reflects Moody's expectation that the Vertafore
will generate free cash flow to debt in the 2%-4% range and capable
of reducing debt-to-EBITDA below 8x by year-end 2020. Leverage
reduction will be supported by earnings growth in the mid to high
single-digit percent range, in conjunction with debt repayment
using internally generated cash flow. Over the interim period, the
company will be weakly positioned in the B3 rating category given
these exceptionally high leverage levels.

Though unlikely given the company's aggressive financial policies,
Vertafore could be upgraded if leverage were expected to be
maintained below 7x and free cash flow to debt were sustained in
the mid to high single-digit percent range. The ratings could be
downgraded if Vertafore is not on track to reduce leverage toward 8
times by 2020, or if free cash flow to debt were maintained near or
below 1%. Ratings could also be downgraded if revenue and EBITDA
growth suffered due to operational missteps, or if Vertafore
experiences customer losses due to competitive pressure.

Vertafore's good liquidity profile is supported by the expectation
of free cash flow generation in the 2%-4% range of debt balances
over the next 12-18 months as well as an undrawn $100 million
committed revolving credit facility. The company is expected to
maintain cash balances of at least $20 million, and revolver
drawings are not currently anticipated.

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

Vertafore is headquartered in Denver, Colorado and is primarily a
provider of document / workflow management solutions and agency
management systems software and services for property and casualty
insurance carriers and agencies. For the twelve months ended March
31, 2018, the company generated revenues of approximately $458
million. Vertafore is largely owned by funds affiliated with Bain
Capital and Vista Equity Partners.


VORAS ENTERPRISE: Sets Procedures for Brooklyn Property
-------------------------------------------------------
Voras Enterprise, Inc., asks authority from the U.S. Bankruptcy
Court for the Eastern District of New York to approve the bidding
procedures in connection with the sale of a five-story commercial
building, located at 601-609 Throop Avenue, Brooklyn, New York, at
auction.

As of the chapter 11 petition date, the Debtor was indebted to 124
NY, Inc. in the aggregate outstanding amount of approximately
$7,476,538, pursuant to the Commercial Real Estate Mortgage Note
dated as of June 3, 2015.  The Debtor's obligations to 124 NY under
the Pre-Petition Note are secured by first-priority, perfected
security interests in the Property.  As of the date of the Motion,
the 124 NY Allowed Secured Claim is at least approximately $7.8
million, and continues to accrue interest and fees due under the
terms of the mortgage.

In an open hearing, the Debtor was directed to, among other things,
seek the sale of the Property, and in support thereof asks an order
approving bid procedures for the sale of the Property.

Keen-Summit Capital Partners, LLC's professionals have formulated a
marketing strategy and a dual-track process to enable the Debtor to
successfully complete a sale of the Property or a refinancing at a
price sufficient to satisfy the 124 NY Allowed Secured Claim in
full, cover administrative expenses, and provide a return to
unsecured creditors.  While the Debtor is simultaneously pursuing a
sale process and refinancing process, the subject of the Motion is
limited to approval of a sale process.  The approval of any
refinancing transaction will be the subject of a plan, was filed
with the Court on Jan. 24, 2018, as may be amended.

The Debtor proposes the Bid Procedures in an attempt to maximize
the benefit to its estate, creditors, and other interested
parties.

Specifically, the Bid Procedures provide, in relevant part, as
follows:

     a. Prequalification: To participate in the bidding process or
otherwise be considered for any purpose hereunder, an entity or
person interested in the acquisition of Property must deliver, on
June 6, 2018, evidence of the Bidder's ability to consummate the
transaction to the Debtor's real estate advisor Keen-Summit Capital
Partners LLC, Attn: Harold Bordwin, 555 Madison Ave., 5th Floor,
New York, New York 10022; E-mail: hbordwin@keen-summit.com.

     b. Qualified Bidder: A Qualified Bidder is a bidder whose
financial or other information demonstrate the financial capability
and sophistication to consummate and perform obligations in
connection with the sale and which the Debtor determines is
reasonably likely to make a bona fide offer and would be able to
consummate a proposed sale if selected as the Successful Bidder.

     c. Bid Deadline: June 6, 2018

     d. Submission of Bids: A bid must be a written irrevocable
offer from a Qualified Bidder and must (i) include the Deposit and
each of the Required Bid Documents, executed and in form and
substance acceptable to the Seller; (ii) be a good faith, bona
fide, offer to purchase the Property; (iii) not be contingent; (iv)
be actually received by the Bid Deadline; (v) demonstrate to the
Seller the Bidder’s ability to consummate promptly the purchase
of the Property; and (vi) be irrevocable during the Irrevocability
Period.

     e. Stalking Horse: The Debtor may enter into an agreement for
the Sale with a Potential Bidder ("Stalking Horse Bidder") prior to
the Auction, upon consultation with 124 NY. A party will be
eligible to be designated a Stalking Horse Bidder so long as (i) it
enters into a Contract by the Bid Deadline, and (ii) it tenders the
Qualified Bid. In the event that the Seller selects a Stalking
Horse Bidder, the Stalking Horse Bidder will be deemed to be a
Qualified Bidder and to have submitted a Qualified Bid at a fixed
amount.  If the Debtor consummates a transaction other than a
transaction with the Stalking Horse Bidder, then the Stalking Horse
Bidder will be entitled to a Break-Up Fee in an amount of $100,000.
In the event of a competitive auction including a Stalking Horse,
the first competitive bid will exceed the Stalking Horse Bidder’s
Qualified Bid by no less than the amount of the Bid Protections
plus $100,000, taking into account the First Bidding Increment as
applicable.

     f. Backup Bid: In the event of the failure by the Successful
Bidder to consummate a sale of the Property, the Back-up Bidder
will be deemed the Successful Bidder without further Order of the
Court, and will proceed to Closing no later than 30 days following
the Seller's tender of a notice to the Back-up Bidder at the
address set forth on the Offer & Bidder Registration Form.  The
Seller will be entitled to retain the Deposit (as supplemented) of
any Successful Bidder or Back-Up Bidder who fails to close, and the
Seller specifically reserves the right to seek all available
damages from the defaulting Bidder or Back-Up Bidder.

     g. Date and Time of Auction: If the Debtor receives more than
one Qualified Bid (including the bid of a Stalking Horse Bidder if
one is selected) from Qualified Bidders by the Bid Deadline, the
Auction will take place on June 11, 2018 at 11:00 a.m. at the
offices of Archer & Greiner, P.C., 630 Third Avenue, New York, New
York 10017, or such other time or place as the Debtor may provide
so long as such change is communicated reasonably in advance by the
Debtor to all Qualified Bidders, and 124 NY.

     h. Sale Hearing: June 13, 2018.

The Property will be sold free and clear of all adverse interests.

In addition, in connection with the proposed assumption,
assignment, and/or sale of the contracts and leases, the Debtor
will prepare a schedule of the executory contracts and leases that
it believes it may assume, assign, and/or sell, as well as the
amounts that the Debtor believes are necessary to cure any defaults
under such agreements.  Within 10 business days of the entry of the
Bid Procedures Order, the Debtor will serve the Cure Notice.  The
Lease Objection Deadline is June 12, 2018 at 5:00 p.m.

The Debtor contemplates that, in addition to satisfying the 124 NY
Allowed Secured Claim, the sale proceeds will be used to fund a
plan of reorganization and pay other claims, including
administrative, priority and unsecured claims.

124 NY has not agreed to a "carve out" for administrative fees and
expenses applicable to professionals in this chapter 11 case
including, in the event of a shortfall in a sale, to the real
estate advisor.

The Debtor submits that the proposed sale constitutes or will
constitute the best sale transaction for the Property.  Thus, its
proposed sale represents a sound exercise of its reasonable
business judgment.  Accordingly, it asks the Court to approve the
relief sought.

To permit the Debtor to close the sale of the Property
expeditiously and in compliance with the requests of the Court, the
Debtor asks that the Court waives the 14-day stays under Bankruptcy
Rules 6004(h) and 6006(d), thereby making the Sale Order
immediately effective.

A copy of the Stalking Horse APA and Bidding Procedures attached to
the Motion is available for free at:

    http://bankrupt.com/misc/Voras_Enterprise_98_Sales.pdf

The Real Estate Advisor:

          KEEN-SUMMIT CAPITAL PARTNERS, LLC
          555 Madison Avenue, 5th Floor
          New York, New York 10022
          Attn: Harold Bordwin
          Telephone: (646) 381-9201
          E-mail: hbordwin@keen-summit.com

                    - and -

          KEEN-SUMMIT CAPITAL PARTNERS, LLC
          1 Huntington Quadrangle, Suite 2C04
          Melville, New York 11747
          Attn: Matthew Bordwin
          Telephone: (646) 381-9202

                   About Voras Enterprise

Voras Enterprise Inc., a/k/a Voras Enterprises Inc., is a
nonprofit, tax-exempt corporation that provides community housing
development services within the Brooklyn, New York area.

Voras Enterprise filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 17-45570) on Oct. 26, 2017.  In the petition
signed by Jeffrey E. Dunston, president and CEO, the Debtor
estimated its assets and liabilities at between $1 million and $10
million.  Judge Nancy Hershey Lord presides over the case.

The Debtor retains Keen-Summit Capital Partners, LLC, as its real
estate advisor.


VORAS ENTERPRISE: Sets Sale Procedures for Brooklyn Property
------------------------------------------------------------
Voras Enterprise, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of New York a notice of its proposed sale of a
five-story commercial building, located at 601-609 Throop Avenue,
Brooklyn, New York, at auction.

A hearing on the Motion is set for May 8, 2018 at 3:30 p.m.

As of the chapter 11 petition date, the Debtor was indebted to 124
NY, Inc. in the aggregate outstanding amount of approximately
$7,476,538, pursuant to the Commercial Real Estate Mortgage Note
dated as of June 3, 2015.  The Debtor's obligations to 124 NY under
the Pre-Petition Note are secured by first-priority, perfected
security interests in the Property.  As of the date of the Motion,
the 124 NY Allowed Secured Claim is at least approximately $7.8
million, and continues to accrue interest and fees due under the
terms of the mortgage.

In an open hearing, the Debtor was directed to, among other things,
seek the sale of the Property, and in support thereof asks an order
approving bid procedures for the sale of the Property.

Keen-Summit Capital Partners, LLC's professionals have formulated a
marketing strategy and a dual-track process to enable the Debtor to
successfully complete a sale of the Property or a refinancing at a
price sufficient to satisfy the 124 NY Allowed Secured Claim in
full, cover administrative expenses, and provide a return to
unsecured creditors.  While the Debtor is simultaneously pursuing a
sale process and refinancing process, the subject of the Motion is
limited to approval of a sale process.  The approval of any
refinancing transaction will be the subject of a plan, was filed
with the Court on Jan. 24, 2018, as may be amended.

The Debtor proposes the Bid Procedures in an attempt to maximize
the benefit to its estate, creditors, and other interested
parties.

Specifically, the Bid Procedures provide, in relevant part, as
follows:

     a. Prequalification: To participate in the bidding process or
otherwise be considered for any purpose hereunder, an entity or
person interested in the acquisition of Property must deliver, on
June 6, 2018, evidence of the Bidder's ability to consummate the
transaction to the Debtor's real estate advisor Keen-Summit Capital
Partners LLC, Attn: Harold Bordwin, 555 Madison Ave., 5th Floor,
New York, New York 10022; E-mail: hbordwin@keen-summit.com.

     b. Qualified Bidder: A Qualified Bidder is a bidder whose
financial or other information demonstrate the financial capability
and sophistication to consummate and perform obligations in
connection with the sale and which the Debtor determines is
reasonably likely to make a bona fide offer and would be able to
consummate a proposed sale if selected as the Successful Bidder.

     c. Bid Deadline: June 14, 2018

     d. Submission of Bids: A bid must be a written irrevocable
offer from a Qualified Bidder and must (i) include the Deposit and
each of the Required Bid Documents, executed and in form and
substance acceptable to the Seller; (ii) be a good faith, bona
fide, offer to purchase the Property; (iii) not be contingent; (iv)
be actually received by the Bid Deadline; (v) demonstrate to the
Seller the Bidder’s ability to consummate promptly the purchase
of the Property; and (vi) be irrevocable during the Irrevocability
Period.

     e. Stalking Horse: The Debtor may enter into an agreement for
the Sale with a Potential Bidder ("Stalking Horse Bidder") prior to
the Auction, upon consultation with 124 NY. A party will be
eligible to be designated a Stalking Horse Bidder so long as (i) it
enters into a Contract by the Bid Deadline, and (ii) it tenders the
Qualified Bid. In the event that the Seller selects a Stalking
Horse Bidder, the Stalking Horse Bidder will be deemed to be a
Qualified Bidder and to have submitted a Qualified Bid at a fixed
amount.  If the Debtor consummates a transaction other than a
transaction with the Stalking Horse Bidder, then the Stalking Horse
Bidder will be entitled to a Break-Up Fee in an amount of $100,000.
In the event of a competitive auction including a Stalking Horse,
the first competitive bid will exceed the Stalking Horse Bidder’s
Qualified Bid by no less than the amount of the Bid Protections
plus $100,000, taking into account the First Bidding Increment as
applicable.

     f. Backup Bid: In the event of the failure by the Successful
Bidder to consummate a sale of the Property, the Back-up Bidder
will be deemed the Successful Bidder without further Order of the
Court, and will proceed to Closing no later than 30 days following
the Seller's tender of a notice to the Back-up Bidder at the
address set forth on the Offer & Bidder Registration Form.  The
Seller will be entitled to retain the Deposit (as supplemented) of
any Successful Bidder or Back-Up Bidder who fails to close, and the
Seller specifically reserves the right to seek all available
damages from the defaulting Bidder or Back-Up Bidder.

     g. Date and Time of Auction: If the Debtor receives more than
one Qualified Bid (including the bid of a Stalking Horse Bidder if
one is selected) from Qualified Bidders by the Bid Deadline, the
Auction will take place on June 19, 2018 at 11:00 a.m. at the
offices of Archer & Greiner, P.C., 630 Third Avenue, New York, New
York 10017, or such other time or place as the Debtor may provide
so long as such change is communicated reasonably in advance by the
Debtor to all Qualified Bidders, and 124 NY.

     h. Sale Hearing: June 21, 2018 at 3:00 p.m.

The Property will be sold free and clear of all adverse interests.

In addition, in connection with the proposed assumption,
assignment, and/or sale of the contracts and leases, the Debtor
will prepare a schedule of the executory contracts and leases that
it believes it may assume, assign, and/or sell, as well as the
amounts that the Debtor believes are necessary to cure any defaults
under such agreements.  Within 10 business days of the entry of the
Bid Procedures Order, the Debtor will serve the Cure Notice.  The
Lease Objection Deadline is June 12, 2018 at 5:00 p.m.

The Debtor contemplates that, in addition to satisfying the 124 NY
Allowed Secured Claim, the sale proceeds will be used to fund a
plan of reorganization and pay other claims, including
administrative, priority and unsecured claims.

124 NY has not agreed to a "carve out" for administrative fees and
expenses applicable to professionals in this chapter 11 case
including, in the event of a shortfall in a sale, to the real
estate advisor.

The Debtor submits that the proposed sale constitutes or will
constitute the best sale transaction for the Property.  Thus, its
proposed sale represents a sound exercise of its reasonable
business judgment.  Accordingly, it asks the Court to approve the
relief sought.

To permit the Debtor to close the sale of the Property
expeditiously and in compliance with the requests of the Court, the
Debtor asks that the Court waives the 14-day stays under Bankruptcy
Rules 6004(h) and 6006(d), thereby making the Sale Order
immediately effective.

A copy of the Stalking Horse APA and Bidding Procedures attached to
the Motion is available for free at:

    http://bankrupt.com/misc/Voras_Enterprise_100_Sales.pdf

                     About Voras Enterprise

Voras Enterprise Inc., a/k/a Voras Enterprises Inc., is a
nonprofit, tax-exempt corporation that provides community housing
development services within the Brooklyn, New York area.

The Debtor filed for Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 17-45570) on Oct. 26, 2017.  In the petition
signed by Jeffrey E. Dunston, president and CEO, the Debtor
estimated its assets and liabilities at between $1 million and $10
million.  Judge Nancy Hershey Lord presides over the case.  The
Debtor tapped DiConza Traurig Kadish LLP as legal counsel, and
Keen-Summit Capital Partners, LLC, as its real estate advisor.


W.P.I.P. INC: Case Summary & 9 Unsecured Creditors
--------------------------------------------------
Affiliates that concurrently filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:

     Debtor                                          Case No.
     ------                                          --------
     W.P.I.P., Inc.                                  18-16736
       fka A.V. & E. Industries, Inc.
     601 West Patapsco Avenue
     Baltimore, MD 21225

     Patapsco Excavating, Inc.                       18-16737
     601 West Patapsco Avenue
     Baltimore, MD 21225-1636

     Pollution Properties Inc.                       18-16738

     Patapsco Excavating/Silverlake, Inc.            18-16739

Business Description: WPIP owns an industrial storage lot at 601
                      West Patapsco, Avenue, Baltimore, Maryland
                      that derives its income from renting surface
                      parking/storage space to commercial and
                      industrial tenants.  Manus Edward Suddreth
                      is the sole shareholder of W.P.I.P., Inc.,
                      Patapsco Excavating, Inc., Pollution
                      Properties Inc. and Patapsco
                      Excavating/Silverlake, Inc.  As a result of
                      Mr. Suddreth's Chapter 11 case (Bankr. D.
                      Md. Case No. 13-12978), all rights and
                      powers of Mr. Suddreth with respect to
                      the Debtors flow to Charles R. Goldstein, as
                      trustee.  The Trustee and the Debtors seek
                      entry of an order authorizing the joint
                      administration, for procedural purposes
                      only, with the case number assigned to the
                      Suddreth Case serving as the lead case.

Chapter 11 Petition Date: May 17, 2018

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

Judge: Hon. David E. Rice

Debtors' Counsel: Maria Ellena Chavez-Ruark, Esq.
                  SAUL EWING ARNSTEIN & LEHR LLP
                  500 East Pratt Street, Suite 900
                  Baltimore, MD 21202
                  Tel: 410-332-8797
                  Fax: 410-332-8074
                  Email: mruark@saul.com
                         marla.ruark@saul.com

                    - and -

                  Aaron S. Applebaum, Esq.
                  SAUL EWING ARNSTEIN & LEHR, LLP
                  Centre Square West
                  1500 Market Street, 38th Floor
                  Philadelphia, PA 19102-2186
                  Tel: (215) 972-8582
                  Fax: (215) 972-1817
                  Email: Aaron.Applebaum@saul.com

Debtors'
Financial
Advisor:          3CUBED ADVISORY SERVICES, LLC

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petitions were signed by Charles R. Goldstein, Chapter 11
trustee for estate of Manus Edward Suddreth.  Mr. Goldstein can be
reached at:

          Charles R. Goldstein, Esq.
          3Cubed Advisory Services LLC
          111 South Calvert Street, Suite 1400
          Baltimore, MD 2120
          Tel: (410) 783-6390
          Email: cgoldstein@3cubed-as.com

A full-text copy of W.P.I.P., Inc.'s petition containing, among
other items, a list of the Debtor's nine unsecured creditors is
available for free at: http://bankrupt.com/misc/mdb18-16736.pdf

A full-text copy of Patapsco Excavating, Inc.'s petition
containing, among other items, a list of the Debtor's four
unsecured creditors is available for free at:
         
            http://bankrupt.com/misc/mdb18-16737.pdf


WACHUSETT VENTURES: Committee Taps CBIZ as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of Wachusett
Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Massachusetts to hire CBIZ Accounting, Tax & Advisory
of New York, LLC as its financial advisor.

The firm will assist the committee in its review of the financial
aspects of any proposed sale or bankruptcy plan; evaluate the cash
flow, projections and budgets prepared by Wachusett and its
affiliates; provide financial analysis related to any proposed
debtor-in-possession financing; analyze transactions with vendors;
and provide other financial advisory services related to the
Debtors' Chapter 11 cases.

The firm will charge these hourly rates:

     Directors/Managing Directors     $425 - $795
     Managers/Senior Managers         $355 - $425
     Senior Associates/Staff          $175 - $355

Brian Ryniker, managing director of CBIZ, disclosed in a court
filing that his firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Brian Ryniker
     CBIZ Accounting, Tax &
     Advisory of New York, LLC
     111 West 40th Street
     New York, NY 10018
     Phone: 212-790-5899
     E-mail: bryniker@cbiz.com

                    About Wachusett Ventures

Founded in 2013, Wachusett Ventures, LLC operates five skilled
nursing facilities in Connecticut and Massachusetts and employ
approximately 600 people.  For the fiscal year 2017, their gross
revenue was approximately $54 million.

Wachusett Ventures and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No.
18-11053) on March 26, 2018.

In the petitions signed by Steven Vera, chief operating officer,
Wachusett Ventures estimated assets of $1 million to $10 million
and liabilities of less than $1 million.  

Judge Frank J. Bailey presides over the case.  

The Debtors hired Nixon Peabody LLP as their legal counsel, and
Donlin, Recano & Company, Inc., as their claims and noticing
agent.

The U.S. Trustee for Region 1 appointed an official committee of
unsecured creditors on April 6, 2018.  The Committee tapped Pepper
Hamilton LLP as its legal counsel.


WACHUSETT VENTURES: Seeks to Hire Marcum as Accountant
------------------------------------------------------
Wachusett Ventures, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Marcum LLP as its
accountant.

The firm will prepare the federal and state tax returns for the
company and its affiliates for year ended December 31, 2017;
prepare Medicaid and Medicare cost reports; and provide monthly
accounting services.

Marcum will charge these hourly rates for the preparation of the
tax returns:

     Partners/Principals/Directors     $420 - $540
     Directors                         $390 - $470
     Senior Managers                   $320 - $385
     Managers                          $245 - $310
     Supervisors                       $200 - $260
     Senior and Staff                  $145 - $205
     Intern/Paraprofessional                   $90

Meanwhile, the firm will be paid a flat fee of $45,100 for its
monthly accounting services; $4,000 for the Medicaid cost report;
and $3,000 for the Medicare cost report.

Frank Miceli, a partner at Marcum, disclosed in a court filing that
his firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

     Frank J. Miceli
     Marcum LLP
     CityPlace II
     185 Asylum Street, 17th Floor
     Hartford, CT 06103
     Phone: 860.760.0615
     Email: Frank.Miceli@marcumllp.com

                    About Wachusett Ventures

Founded in 2013, Wachusett Ventures, LLC operates five skilled
nursing facilities in Connecticut and Massachusetts and employ
approximately 600 people.  For the fiscal year 2017, their gross
revenue was approximately $54 million.

Wachusett Ventures and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No.
18-11053) on March 26, 2018.

In the petitions signed by Steven Vera, chief operating officer,
Wachusett Ventures estimated assets of $1 million to $10 million
and liabilities of less than $1 million.

Judge Frank J. Bailey presides over the case.  

The Debtors hired Nixon Peabody LLP as their legal counsel, and
Donlin, Recano & Company, Inc., as their claims and noticing agent.


WARWICK PROPERTIES: Sackley Buying Arroyo Grande Property for $1.2M
-------------------------------------------------------------------
Warwick Properties, LLC asks the U.S. Bankruptcy Court for the
District of Nevada to authorize the sale of the real property
located at 2115 Willow Road, Arroyo Grande, California to Sackley
Family Management, LLC, and/or Sackley Family Trust for
$1,150,000.

A hearing on the Motion is set for June 13, 2018 at 9:30 a.m.
Objections, if any, must be filed 14 days preceding the hearing
date for the Motion.

The Debtor invested into the Real Property.  It has been attempting
to sell Real Property.  The Debtor fell behind in its loan to the
secured lender.  Crabtree Development and Investment, LLC/Phalanx
Properties II, LLC entered into an agreement to purchase the Real
Property but the deal did not go through.  Crabtree Development and
Investment LLC/Phalanx Properties II LLC then purchased the note
and deed of trust on the Real Property and continued to foreclose
on the Real Property.  This forced the Debtor to file bankruptcy.

The Debtor owns the Real Property valued at $1.3 million.  It has
retained possession of its assets and is authorized to continue the
operation and management of its business as DIP.

The Debtor listed Capsource, Inc. as first priority secured
creditor, with a claim of $760,000; and George Garcia, as second
priority creditor, with a claim of $128,000.

Prior to the Petition, the Debtor incurred secured debt obligation
in the amount of $637,500, with a group of lenders, secured by the
Deed of Trust dated April 8, 2013.  On April 24, 2013, a Deed of
Trust and Assignment of Rents was recorded with Office of the
Recorder of San Luis Obispo County.

On Feb. 15, 2016, the Debtor executed a Deed of Trust to Horizon
Trust Co. and other lenders, collectively, Capsource, securing a
note in the amount of $755,00.  The Debtor concurrently assigned
its rents to Capsource.  The Deed of Trust and Assignment of Rents
to Capsource were recorded with Office ofthe Recorder of San Luis
Obispo County.

On Nov. 10, 2016, the Debtor executed a Deed of Trust to George
Garcia Architecture + Design, securing a note in the amount of
$127,639.  It concurrently assigned its rents to Garcia.  On Nov.
22, 2016, the Deed of Trust and Assignment of Rents to Garcia were
recorded with Office of the Recorder of San Luis Obispo County.

On Jan. 24, 2017, the Debtor released its rights to the Deed of
Trust and conveyed it to Capsource.  On Aug. 16, 2017, the
Substitution of Trustee and Deed of Reconveyance was recorded with
Office of the Recorder of San Luis Obispo County.

On May 17, 2017, a Notice of Default was recorded against the
Property, stating that the Property will be sold in a foreclosure
sale unless the arrears, in the amount of $807,486, is satisfied.
On May 18, 2017, the Debtor again released its right to the Deed of
Trust and recorded another Substitution of Trustee and Deed of
Reconveyance on May 25, 2017, however, the Debtor failed to
disclose the grantee of the conveyance.

On July 26, 2017, Capsource assigned its Deed of Trust on the
Property to the Creditors. On Aug. 16, 2017, the Assignment of Deed
of Trust was recorded with Office of the Recorder of San Luis
Obispo County.

On Aug. 23, 2017, the Creditors, through its trustee First American
Title Insurance Co., filed a notice of Trustee's sale of the
Property, based on the Debtor's default on the loan as of Feb. 15,
2016.  The foreclosure sale was scheduled for Sept. 21, 2017, one
day after the Petition Date.

As of the Petition Date, the Debtor was indebted and liable to the
Creditors with respect to the note secured by the assigned Deed of
Trust in the aggregate principal amount of not less than $755,000
(plus accrued and unpaid interest, fees, expenses and other charges
permitted under the note).

The Purchase Price of the Real Property will be $1,150,000 from the
Buyers, free and clear.  This will be sufficient to pay all of the
creditors in full. This will be a sale of the Real Property free
and clear of liens.  The Debtor will have the opportunity to lease
the Real Property back from the Buyers.  There will be sufficient
funds to pay the lease on the property in the amount of $100,000 to
pay the rent for one year.  The lease back will be for 20 years.

The repurchase of the Real Property will be for $1.2 million.  If
the purchase is within months 14 to 24, then the repurchase will be
$1.25 million.  If the repurchase is between the months 25 to 36,
the price will be $1.3 million.  Then it will increase at $50,000
each 12 months after that date.

The close of escrow will be within 15 days of acceptance from the
approval from the Court.  The Buyers have paid an earnest money
deposit of $10,000.  It is not subject to an appraisal nor is it
subject to financing.  The Buyers have the funds.

The Buyers and the Debtor will split all of the escrow fees.  The
Seller will pay for owner's title insurance police.  The transfer
tax will be paid by the Seller.  There is no issue regarding the
required disclosures to the Buyers in the case.  The Real Property
is being sold in its present condition and the Buyers have accepted
the condition of the Real Property.  If there is a dispute, the
Buyers and the Seller agree to arbitrate their dispute.

The Debtor asks the Court to waive the 14-day stay under Fed. R.
Bankr. P. 6.004(h).

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

   http://bankrupt.com/misc/WARWICK_PROPERTIES_70_Sales.pdf

                   About Warwick Properties

Warwick Properties, LLC, a company based in Henderson, Nevada, owns
a real property located at 2115 Willow Road, Arroyo Grande,
California.  The property is valued by the Debtor at $1.30
million.

Warwick Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 17-15065) on Sept. 20,
2017.  In the petition signed by Seth McCormick, managing member,
the Debtor disclosed $1.30 million in assets and $901,752 in
liabilities.  Judge Mike K. Nakagawa presides over the case.


WILLIAMS COMPANIES: Moody's Reviews Ba2 CFR for Upgrade
-------------------------------------------------------
Moody's Investors Service placed the ratings of The Williams
Companies, Inc. (Williams) under review for upgrade, including the
Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of Default
Rating (PDR), and the Ba2 senior unsecured ratings. Moody's also
changed the rating outlooks to stable from positive for Williams
Partners, LP (WPZ) and its wholly-owned pipeline subsidiaries,
Northwest Pipeline GP (Northwest) and Transcontinental Gas Pipeline
Company, LLC (Transco). Additionally, Moody's affirmed the Baa3
senior unsecured rating and the Prime-3 short term rating of WPZ,
and the Baa2 senior unsecured ratings of Northwest and Transco.

These actions follow the announcement by Williams that it has
reached an agreement to acquire all of the public outstanding
common units of WPZ in exchange for Williams' shares in an all
stock-for-unit transaction. The transaction is valued at $10.5
billion and will effectively consolidate WPZ into Williams, which
will be the sole publicly traded company and the primary entity for
raising capital to fund the combined company's growth going
forward.

"We expect that Williams will continue its strong execution on its
growth projects while maintaining consolidated financial leverage
and dividend coverage metrics supportive of a Baa3 rating," said
Pete Speer, Moody's Senior Vice President. "Its diversified asset
base with largely fee-based cash flows and increasing amounts of
retained cash flow should enable the company to reduce its
financial leverage and sustain high levels of dividend coverage."

On Review for Upgrade:

Issuer: Williams Companies, Inc. (The)

Probability of Default Rating, Placed on Review for Upgrade,
currently Ba2-PD

Corporate Family Rating, Placed on Review for Upgrade, currently
Ba2

Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently Ba2 (LGD4)

Outlook Actions:

Issuer: Northwest Pipeline GP

Outlook, Changed To Stable From Positive

Issuer: Transcontinental Gas Pipeline Company, LLC

Outlook, Changed To Stable From Positive

Issuer: Williams Companies, Inc. (The)

Outlook, Changed To Rating Under Review From Positive

Issuer: Williams Partners L.P.

Outlook, Changed To Stable From Positive

Affirmations:

Issuer: Northwest Pipeline GP

Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Senior Unsecured Shelf, Affirmed (P)Baa2

Issuer: Transcontinental Gas Pipeline Company, LLC

Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

Senior Unsecured Shelf, Affirmed (P)Baa2

Issuer: Williams Partners L.P.

Senior Unsecured Commercial Paper, Affirmed P-3

Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

Issuer: Williams Partners L.P. (Old)

Senior Unsecured Regular Bond/Debenture (including backed),
Affirmed Baa3

RATINGS RATIONALE

Moody's will conclude the review of Williams' ratings upon closing
of the merger, currently anticipated to occur in the fall of 2018,
subject to standard closing conditions including the approval of
Williams' shareholders. Moody's expects that the senior unsecured
ratings of Williams will likely be upgraded to Baa3 at the
conclusion of the review, based on the announced terms of the
transaction and the expectation that the debt of Williams and WPZ
will become pari passu through cross-guarantees or other means.

From the perspective of Williams' consolidated credit profile, the
acquisition of the remaining 26% of WPZ in an all equity
transaction would improve the overall credit profile of Williams.
The acquisition will reduce structural complexity, avoid
potentially lower revenues at the company's regulated pipelines
under the recent FERC ruling, and provide cash tax benefits to
Williams. The combined entity will have strong dividend coverage
metrics and the corresponding ability to internally fund a
meaningful portion of its growth capital expenditures. This will
result in less reliance on equity markets to fund growth capital
and correspondingly sounder liquidity.

For WPZ's senior unsecured creditors, the benefits of the merger to
the consolidated credit profile will be offset by losing their
structurally superior position in the capital structure relative to
Williams' creditors. Consequently the potential for an upgrade of
the WPZ debt to Baa2 indicated by the prior positive outlook has
been negated for the time being. Conversely, Williams' current
senior unsecured creditors will benefit from becoming pari passu
with WPZ's creditors as opposed to their present structurally
subordinated position, resulting in the anticipated upgrade of
Williams' debt to Baa3.

Following the closing of the transaction, Williams' likely Baa3
senior unsecured rating would be supported by its large and
geographically diversified asset base that is underpinned by the
stability of its regulated interstate pipeline operations and
largely fee based gathering and processing (G&P) assets. The
partnership has rising cash flows coming from organic growth
capital projects that are primarily interstate pipeline related and
are supported by contractual commitments. The rating also
incorporates the inherent volume risk in the G&P business, which
has some vulnerability to periods of weak natural gas and natural
gas liquids prices and corresponding declines in customer drilling
activity. Williams still has some customer concentration risk with
Chesapeake Energy Corporation (Chesapeake, B3 stable), but that
exposure has been reduced.

The senior unsecured ratings of the wholly owned pipeline
subsidiaries, Transco and Northwest, are Baa2, or one notch above
WPZ's present Baa3 rating and the expected rating for the combined
Williams and WPZ after the merger. The pipelines' debts are not
guaranteed by WPZ or Williams, and the pipelines do not guarantee
any of WPZ's or Williams' debts, and Moody's expects this
structural separation to be maintained after the merger. Both
pipelines' ratings reflect the regulated nature of their
operations, their supply diversity and growth potential. The
pipelines also benefit from low standalone financial leverage and
strong interest coverage. On a standalone basis, each pipeline's
credit profile could support a higher rating. However, their
ratings have been limited to one notch above the parent's rating to
reflect the company's dependence on their cash flows to support its
own debt service requirements and distributions.

Following the completion of the merger transaction, Moody's expects
the rating outlook to be stable based on its expectation that
Williams' consolidated Debt/EBITDA will decline below 5x in 2019.
Williams' anticipated Baa3 rating could be upgraded in the future
if the company is able to maintain consolidated Debt/EBITDA below
4.5x with strong dividend coverage. Conversely, if Debt/EBITDA were
to remain above 5x then the Baa3 rating could be downgraded.

The principal methodology used in rating Williams Companies, Inc.
(The), Williams Partners L.P., and Williams Partners L.P. (Old) was
Midstream Energy published in May 2017. The principal methodology
used in rating Northwest Pipeline GP and Transcontinental Gas
Pipeline Company, LLC was Natural Gas Pipelines published in
November 2012.

Williams is headquartered in Tulsa, Oklahoma and through its
subsidiaries is primarily engaged in the gathering, processing and
interstate transportation of natural gas. Williams presently owns
about 74% of the LP interests in WPZ, a publicly traded midstream
energy MLP. Northwest and Transco are major interstate natural gas
pipelines that are wholly owned subsidiaries of WPZ.


WILLIAMS COS: Fitch Says BB+ IDR on Watch Pos. Amid Buy-in Plan
---------------------------------------------------------------
Fitch Ratings has placed the 'BB+' Issuer Default Rating (IDR) and
'BB+'/'RR4' senior unsecured rating of The Williams Companies, Inc.
(WMB) on Rating Watch Positive. The rating action follows the
announcement of an agreed plan for WMB to buy in the limited
partnership units of Williams Partners L.P. (WPZ) that it does not
already own, in exchange for WMB common shares.

The placement on Positive Watch is based on Fitch's expectation
that the buy-in plan will eliminate the structural subordination
that is currently is a key driver for the ratings. Should the
transaction close as announced and the ultimate debt structure
eliminate the structural subordination, Fitch would consolidate the
ratings of WMB and WPZ at a 'BBB-' IDR and assign a Positive Rating
Outlook.

Fitch has also affirmed the IDRs of WPZ at 'BBB-', Transcontinental
Gas Pipe Line Company, LLC (Transco) at 'BBB', and Northwest
Pipeline LLC (NWP) at 'BBB'. The Outlook on these three WMB
subsidiaries remains Positive, although the basis of the Positive
Outlook has been changed. Previously, it was based on the
significant probability of high gathering volume growth in 2018,
which could in turn drive lower WPZ leverage than in Fitch's base
case. The subsidiaries' Outlook is now based on WMB's expected
Positive Outlook, which will likely be driven by conditions in
2019.

The buy-in plan required the approval of WMB shareholders. Fitch
will resolve the Rating Watch at or near the transaction close,
which is expected to be in the second half of 2018.

KEY RATING DRIVERS

Gathering & Processing Still WMB's Biggest Activity: Fitch regards
Gathering and Processing (G&P) as strategically central to WMB.
Fitch believes growth in both G&P EBITDA and volumes furnishes WMB
with the flexibility to achieve its financial goals for equity and
debt investors. While onshore G&P volumes and profits grew somewhat
in 2017 versus 2016, Fitch expects material growth in both measures
in 2018. Focusing on the Northeast G&P segment, WMB has narrowed,
on an 8/8ths basis, its volume under-run against the Appalachia
region data reported by the Energy Information Administration (2017
vs. 2016). Fitch expects the completion of Atlantic Sunrise in the
second half of 2018 to be one of the elements that will help WMB's
customers fuel onshore G&P growth in 2018.

Transco to Increase Transportation Activity to G&P Levels: The
business of transporting natural gas long distances is WMB's
activity with the lowest business risk. In 2018 and 2019, Transco's
suite of large growth projects will significantly increase EBITDA
in the Atlantic-Gulf segment, WMB's largest segment. Atlantic
Sunrise is the biggest project in WMB's 2018 capital expenditure
budget. The Transco projects were sanctioned on the basis of
long-term contracts. The contracts feature take-or-pay-type payment
structures, and the counterparties are mostly investment-grade
companies, with demand-driven customers making up a considerable
portion of the customer roster. WMB has a good track record for
on-time, on-budget project completions.

FERC Policy Change: In March 2018, The Federal Energy Regulatory
Commission (FERC) released a draft Revised Policy Statement that
held that master limited partnerships may no longer recover an
income tax allowance in their cost of service. The WMB-WPZ buy-in
agreement removes the master limited partnership ownership feature
from Transco and NWP. Fitch believes this removal of the MLP
structure from Transco and NWP should facilitate more efficient,
less contentious rate cases than would have been the case if WMB
did nothing in response to FERC's new policy (Transco intends to
commence a rate case in 2018, and NWP completed a rate case last
year). Fitch regards the FERC as among the best utility regulators
in North America.

WPZ Leverage Improvement Trend: During 2014-2015, Debt to Adjusted
EBITDA was approximately 5.0x at WPZ. In 2017 WPZ Debt (gross) to
Adjusted EBITDA was slightly over 4.0x. Compared to last year's
Adjusted EBITDA Fitch forecast for 2018, Fitch's updated forecast
for that year represents a material improvement. Most of the
improvement in the current Fitch forecast versus the prior one
relates to onshore gathering and processing.

WMB to Be Main Financing Node: With the buy-in announcement, WMB is
expected to be the main financing node going forward, supplanting
WPZ in that role. With that change, the main financing node will
show higher leverage than before. Fitch expects to consolidate the
ratings of WMB and WPZ at a 'BBB-' IDR. Pro forma for the buy-in,
Fitch forecasts WMB 2019 Debt to Adjusted EBITDA in the high 4x
area.

DERIVATION SUMMARY

WMB's 'BB+' IDR is based on structural subordination risk. Energy
Transfer Equity, L.P. (ETE; BB/Stable) is similar to WMB in its
relationship to structural subordination risk, although in most
other respects the two companies are dissimilar. WMB's IDR is rated
one notch higher than ETE because WMB has less standalone leverage.
In 2017 WMB posted standalone leverage of approximately 2.5x, and
ETE posted a value in the mid-4x area.

Enable Midstream LP (ENBL; BBB-/Stable) has a similar activity
breakdown as WPZ, but is much smaller and more geographically
concentrated than WPZ. Fitch expects year-end 2018 leverage for
ENBL to be in the range of 3.8x-4.2x, which is considerably lower
than the Fitch forecast for WPZ. This difference is partially due
to the companies being in different phases of the cycle for growth
capital expenditures. WPZ is strongly positioned for its rating,
and the comparison to ENBL points to the importance of scale for
midstream companies and the importance of producing basin diversity
for companies that have large gathering and processing divisions.

Another comparable for WMB is Texas Eastern Transmission, LP
(BBB+/Stable). Leverage is similar, and light, for these three
companies, with the ratings being driven by the rating constraint
of the parent. The ratings for these pipelines are limited to a
one-notch superior rating to the parent. Among the key
considerations for constraining the rating is the absence of
standalone revolving credit agreements.

KEY ASSUMPTIONS

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

  --Fitch's price deck forecast of $3.00/MMBtu for Henry Hub
Natural Gas, for the years 2019 and out.

  --Growth capital expenditures and investments of $2.7 billion in
2018.

  --Transco's construction projects produce EBITDA reflecting
multiples observed in expansion projects in the long-distance
natural gas transportation sub-sector of the midstream sector.

  --Free-cash-flow deficits are largely covered by debt issuance.

RATING SENSITIVITIES

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

WMB:

  --If the WMB-WPZ buy-in closes, a positive action is likely if
the deal terms do not change in a manner adverse to credit, the
financial policy for leverage is unchanged, and business prospects
are at least as good as they are currently.

  --If the buy-in does not close, positive action may occur if
standalone debt to distributions received falls below 1.8x for a
sustained period, and the credit quality of the source or sources
of distributions are in aggregate 'BBB' or higher.

WPZ:

  --Should Fitch forecast adjusted leverage to trend down to 4.5x
or lower on a sustained basis, and materially improved onshore
gathering and processing volume and profit performance, positive
rating action may be taken.

Transco and NWP:

  --Positive actions would be linked to the rating of the
parent-co-borrower, based on the ratings constraint of a one-notch
superior rating.

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

WMB:

  --Negative rating action could happen if standalone debt to
distributions received exceeds 2.8x on a sustained basis.

WPZ:

  --Should Fitch forecast adjusted leverage of 5.0x or higher on a
sustained basis, unfavorable rating action could occur.

Transco and NWP:

  --Negative action could be linked to the rating of the
parent-co-borrower, based on the ratings constraint of a one-notch
superior rating.

LIQUIDITY

As of March 31, 2018, WMB had approximately $1,292 million of cash
on the balance sheet, including $1,268 million of cash held at WPZ.
WMB had approximately $1,287 million availability under its $1,500
million senior unsecured revolver which matures in 2021.

As of March 31, 2018, WPZ had $1,268 million of cash on the balance
sheet with no CP outstanding. It also had full availability under
its undrawn $3.5 billion senior unsecured revolver which matures in
2021. Near-term debt maturities appear manageable and include
Northwest Pipeline's $250 million senior unsecured notes due in
June 2018 and WPZ's $2.1 billion of senior unsecured notes due in
2020.

FULL LIST OF RATING ACTIONS

Fitch has placed the following ratings on Rating Watch Positive:

The Williams Companies, Inc.
  --Long-Term IDR 'BB+';
  --Senior unsecured notes 'BB+'/'RR4'.

Fitch has affirmed the following ratings:

Williams Partners L.P.
  --Long-term IDR at 'BBB-';
  --Senior unsecured debt at 'BBB-';
  --Short-term IDR and commercial paper at 'F3'.

The Rating Outlook is Positive.

Transcontinental Gas Pipe Line Company LLC
  --Long-term IDR at 'BBB';
  --Senior unsecured debt at 'BBB'.

The Rating Outlook is Positive.

Northwest Pipeline LLC
  --Long-term IDR at 'BBB';
  --Senior unsecured debt at 'BBB'.
  
The Rating Outlook is Positive.


WILLIAMS COS: S&P Puts 'BB+' Corp Credit Rating on Watch Positive
-----------------------------------------------------------------
U.S. midstream energy company The Williams Cos. Inc. (WMB) has
agreed to acquire all outstanding units of master limited
partnership Williams Partners L.P. (WPZ) in an all-equity
transaction valued at about $10.4 billion. The stock-for-unit
merger would exchange WPZ units for shares of WMB, which would be
the surviving public company.

S&P Global Ratings placed its 'BB+' corporate credit and senior
unsecured debt ratings on Tulsa, Okla.-based WMB on CreditWatch
with positive implications. The '4' recovery rating on the
company's debt is unchanged, indicating an average recovery
(30%-50%; rounded estimate 40%) in the event of a payment default.

S&P said, "At the same time, we affirmed the 'BBB' corporate credit
and senior unsecured ratings on WPZ and its wholly owned
subsidiaries, Northwest Pipeline LLC and Transcontinental Gas Pipe
Line Co. LLC (Transco), affirmed our 'A-2' short-term rating on
WPZ, and revised the outlook to negative.

"The rating action reflects our view that the benefits of a less
complex corporate structure are offset by a weaker consolidated
financial risk profile. The merger transaction simplifies the
corporate structure, which we believe could eventually help improve
and broaden capital markets access through the commodity cycle.
After WMB eliminated incentive distribution rights (IDRs) and
boosted its distribution coverage in March 2017, we believe its
acquisition of WPZ is the next step in the company's progression to
sustainable growth.  However, the benefits of the transaction are
partly offset by the higher consolidated financial leverage, which
we expect to be in the 4.8x-5.0x range for the next several years.
That is because of the pro forma company's decision primarily to
use excess cash flow to fund the equity portion of its growth
projects and our assumption for total capital spending of $2.6
billion to $3 billion in 2018 and 2019.

"The negative outlook on Williams Partners L.P. reflects our view
that the combined company's credit measures will be somewhat
stretched for the current rating, particularly given our view of
the pro forma entity's prospective backlog of organic growth
projects and its current funding plans of using a combination of
retained cash flow and external debt. We expect debt to EBITDA to
be in the 4.8x-5x area pro forma for the transaction for the next
12-18 months based on the current capital spending plans.

"We could lower the rating if consolidated credit measures for the
pro forma entity remained stretched, with debt to EBITDA
consistently above 4.5x with no clear path for improvement within
12-18 months. Our financial leverage target of less than 4.5x
generally includes EBITDA credit for organic projects recently
placed into service but does not include credit for projects that
are still under construction.

"We could revise the outlook to stable if the pro forma entity
targeted more conservative financial leverage measures of less than
4.5x as the pro forma entity continues to execute its organic
growth program. We'd also expect the combined company to fund its
capital expansion in a manner that has less reliance on the capital
markets, using more retained cash flow to fund the equity portion
of its plans, while maintaining dividend coverage of about 1.2x
consistently."


WINDSTREAM SERVICES: Dispute with Aurelius over Default Underway
----------------------------------------------------------------
Windstream Holdings, Inc. and Windstream Services, LLC, disclosed
in a regulatory filing that Services was in compliance with all of
the financial covenants of its credit facilities as of March 31,
2018.

According to the disclosure, the terms of Windstream Services'
credit facility and indentures include customary covenants that,
among other things, require maintenance of certain financial ratios
and restrict Windstream Services' ability to incur additional
indebtedness.  These financial ratios include a maximum leverage
ratio of 4.5 to 1.0 and a minimum interest coverage ratio of 2.75
to 1.0.  In addition, the covenants include restrictions on
dividend and certain other types of payments, including restricted
payments to Windstream Holdings by Windstream Services.

As of March 31, 2018, Windstream Services was in compliance with
all of these covenants, the Company said.

Certain of Windstream Services' debt agreements also contain
various covenants and restrictions specific to the subsidiary that
is the legal counterparty to the agreement.  The Company's 8.750%
senior notes due December 15, 2024, include certain provisions that
prohibit Windstream Services' ability to issue restricted payments
to Windstream Holdings, if its consolidated leverage ratio, as
defined in the 2024 Notes, exceeds 3.50 to 1.0, except for purposes
of allowing restricted payments to Windstream Holdings for the
purposes of making rent payments under the master lease with Uniti
and to pay certain administrative expenses.  Also under Windstream
Services' long-term debt agreements, acceleration of principal
payments would occur upon payment default, violation of debt
covenants not cured within 30 days, a change in control including a
person or group obtaining 50% or more ownership interest in
Windstream Services, or breach of certain other conditions set
forth in the borrowing agreements.

Windstream Services says the Company and its subsidiaries were in
compliance with these covenants as of March 31, 2018.

In a notice letter received September 22, 2017, Aurelius Capital
Master, Ltd. asserted an alleged default of certain senior
unsecured notes, the 6.375% Senior Notes due 2023 of Windstream
Services, based on alleged violations of the associated 2013
Indenture.  Aurelius primarily alleged that Windstream Services
violated the 2013 Indenture by executing an REIT Spin-Off in April
2015 that, according to Aurelius, constituted a Sale and Leaseback
Transaction that was prohibited under Section 4.19 of the Indenture
and that violated Section 4.07 of the 2013 Indenture by not
delivering certain required Officers' Certificates associated with
alleged Restricted Payments.

The Original September 22 Notice purported to constitute a written
notice of default, which would trigger a 60-day grace or cure
period after which the Indenture trustee or holders of at least 25%
in aggregate principal amount of outstanding Notes could declare
the principal amount of all outstanding 6.375% Notes to be
immediately due and payable.  If an "Event of Default" is found to
have occurred under the 2013 Indenture, then such "Event of
Default" could also constitute an "Event of Default" under the
Windstream Services' Credit Agreement. In addition, if an "Event of
Default" is deemed to have occurred under the 2013 Indenture and
Windstream Services' obligations under the 2013 Indenture and the
6.375% 2023 Notes are accelerated, this could also constitute an
"Event of Default" under the indentures governing the Windstream
Services' other senior notes.

In light of the allegations in the Original Notice, Windstream
Services filed suit against U.S. Bank N.A., the Indenture Trustee,
in Delaware Chancery Court seeking a declaration that it had not
violated any provision of the 2013 Indenture and injunctive
relief.

On October 12, 2017, US Bank filed suit in the Southern District of
New York seeking a declaration that defaults had occurred.
Windstream Services filed an answer and affirmative defenses in
response to the Trustee's complaint the following day, as well as
counterclaims against the Trustee and Aurelius for declaratory
relief. The Delaware action was subsequently dismissed.

On October 18, 2017, Windstream Services launched debt exchange
offers with respect to its senior notes and on October 31, learned
that based on tenders of notes in the exchange offers and consents
delivered in the consent solicitation, upon early settlement of the
exchange offers, holders representing the requisite percentage of
the Notes needed to waive the defaults alleged in the Original
Notice would be received.

On November 6, 2017, Windstream Services and US Bank executed a
supplemental indenture, and new 6.375% Notes were issued, which
gave effect to the waivers and consents for the Notes, is binding
on all noteholders, and negates assertions made by Aurelius and the
Indenture Trustee.

During the fourth quarter of 2017, Windstream Services also
completed consent solicitations with respect to each of its series
of outstanding Notes, pursuant to which noteholders agreed to waive
alleged defaults with respect to the transactions related to the
spin-off of Uniti and amend the indentures governing the Notes to
give effect to such waivers and amendments. Windstream Services
received such consents from the holders representing a majority of
the outstanding aggregate principal amount of the Notes. Windstream
Services, the trustee under the indentures governing the Notes and
the other parties to such indentures executed supplemental
indentures giving effect to the waivers and amendments pursuant to
the consent solicitation.

On November 22, 2017, Windstream Services filed a motion for
judgment on the pleadings seeking dismissal of US Bank's complaint,
which motion was denied without prejudice.  On the same date,
Aurelius filed counterclaims seeking a declaration that the new
6.375% Notes were improperly issued and that the debt exchange
offers and consent solicitation were void.

Windstream Services asserted that such counterclaims should be
dismissed pursuant to Section 6.06 of the Indenture, which contains
a "no-action" clause. Aurelius amended its counterclaims, and on
February 2, 2018, Windstream Services filed an answer and
affirmative defenses in response to the amended counterclaims.

On November 27, 2017, Windstream Services received a second
purported notice of default dated November 27, 2017, from Aurelius
which alleged that certain of the Exchange and Consent Transactions
violated the terms of the Indenture. Aurelius withdrew the Second
Notice on December 6, and served an alleged notice of an Event of
Default and acceleration on December 7. The Notice of Acceleration
claimed that the principal amount, and all accrued interest, owed
under the note associated with the 2013 Indenture was now due and
payable as result of Windstream Services allegedly not curing the
alleged defaults set forth in the Original Notice within the
sixty-day cure period.

Windstream Services disputes that any amounts are due and owing and
has denied all allegations made in the Original Notice, the Second
Notice (now withdrawn) and the Notice of Acceleration, and asserted
the allegations are without merit in the pending litigation.
Windstream Services maintains that claims asserted by Aurelius and
the Trustee are mooted in light of the debt exchanges and consent
transactions and that Windstream Services has been, and remains, in
compliance with all of the covenants under the 2013 Indenture.
However, there is no guarantee of success in the litigation and any
adverse ruling could have a material adverse effect on our future
consolidated results of operations, cash flows or financial
condition.

Discovery in this action is now proceeding. No trial date has been
set by the court.

                         About Windstream

Little Rock, Arkansas-based Windstream Services, LLC is a provider
of advanced network communications and technology solutions for
businesses across the U.S.  It offers broadband, entertainment and
security solutions to consumers and small businesses primarily in
rural areas in 18 states.  It also supplies core transport
solutions on a local and long-haul fiber network spanning
approximately 150,000 miles.

Windstream Holdings, Inc. is a publicly traded holding company and
the parent of Windstream Services, LLC.  Windstream Holdings common
stock trades on the NASDAQ Global Select Market under the ticker
symbol "WIN".  Windstream Holdings owns a 100% interest in
Windstream Services.  Windstream Services and its guarantor
subsidiaries are the sole obligors of all outstanding debt
obligations and, as a result, also file periodic reports with the
SEC.  Windstream Holdings is not a guarantor of nor subject to the
restrictive covenants included in any of Windstream Services’
debt agreements. The Windstream Holdings board of directors and
officers oversee both companies.

WindStream Services listed $10.98 billion in total assets against
$12.32 billion in total liabilities as of March 31, 2018.  It
posted a net loss of $121.0 million for the three months ended
March 31, 2018, up from a net loss of $111.1 million for the same
quarter in 2017.


WORTHINGTON ENERGY: Seeks to Hire Daniel Masters as Counsel
-----------------------------------------------------------
Worthington Energy, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of California to employ the Law
Office of Daniel Masters, as counsel to the Debtor.

Worthington Energy requires Daniel Masters to:

   a. advise and consult with the Debtor concerning questions
      arising in the estate and concerning the rights and
      remedies in regard to the assets of the estate, priority,
      or unsecured creditors;

   b. appear, prosecute, and defend suits and proceedings
      concerning assets of the estate, and take all necessary and
      proper steps in other matters involving the affairs of the
      estate;

   c. assist the Debtor with the preparation of applications,
      answers, orders and any other pleadings which may be
      required to be filed by the bankruptcy court;

   d. assist the Debtor to formulate, negotiate, and implement a
      disclosure statement and plan of reorganization;

   e. provide all other legal services which may be necessary and
      proper herein.

Daniel Masters will be paid at these hourly rates:

     Attorneys                    $450
     Paralegals                   $100

Daniel Masters will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Daniel Masters, a partner of the Law Office of Daniel Masters,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Daniel Masters can be reached at:

     Daniel Masters, Esq.
     THE LAW OFFICE OF DANIEL MASTERS
     P.O. Box 66
     La Jolla, CA 92038
     Tel: (858) 459-1133
     Fax: (858) 459-1103
     E-mail: masters@lawyer.com

                     About Worthington Energy

Worthington Energy, Inc., based in San Diego, CA, filed a Chapter
11 petition (Bankr. S.D. Cal. Case No. 18-02702) on May 1, 2018.
In the petition signed by Al Kau, president, the Debtor disclosed
$2,981,281 in liabilities.  The Hon. Christopher B. Latham presides
over the case. Daniel Masters, Esq., at the Law Office of Daniel
Masters, serves as bankruptcy counsel.


WORTHINGTON ENERGY: Taps Daniel Masters as Legal Counsel
--------------------------------------------------------
Worthington Energy, Inc., seeks approval from the U.S. Bankruptcy
Court for the Southern District of California to hire the Law
Office of Daniel Masters as its legal counsel.

The firm will assist the Debtor in the preparation and
implementation of a plan of reorganization and will provide other
legal services related to its Chapter 11 case.

Daniel Masters, Esq., charges an hourly fee of $450 for his
services.  Paralegals charge $100 per hour.

Mr. Masters disclosed in a court filing that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Daniel Masters, Esq.
     Law Office of Daniel Masters
     P.O. Box 66
     La Jolla, CA 92038
     Tel: 858-459-1133
     Fax: 858-459-1103
     Email: Masters@lawyer.com

                    About Worthington Energy

Worthington Energy, Inc., a company based in San Diego, California,
was in the oil and gas business.  Worthington Energy sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Cal. Case No. 18-02702) on May 1, 2018.  The petition was signed by
Al Kau, president.  As of April 1, 2018, the Debtor disclosed
$2,981,281 in liabilities.  Judge Christopher B. Latham presides
over the case.


Y.S.K. CONSTRUCTION: Hires Cohen Baldinger as Counsel
-----------------------------------------------------
Y.S.K. Construction Corporation seeks authority from the U.S.
Bankruptcy Court for the District of Maryland to employ Cohen
Baldinger & Greenfeld, LLC, as counsel to the Debtor.

Y.S.K. Construction requires Cohen Baldinger to:

   (a) give the Debtor legal advice with respect to powers and
       duties as debtor in possession in the continued operation
       of its business and management of its property;

   (b) prepare on behalf of Debtor as debtor-in-possession
       necessary applications, answers, orders, reports and other
       legal papers; and

   (c) perform all other legal services for Debtor as debtor-in-
       possession which may be necessary herein.

Cohen Baldinger will be paid at the hourly rate of $395. Cohen
Baldinger will be paid a retainer in the amount of $7,000. It will
also be reimbursed for reasonable out-of-pocket expenses incurred.

Augustus T. Curtis, partner of Cohen Baldinger & Greenfeld, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.

Cohen Baldinger can be reached at:

      Augustus T. Curtis, Esq.
      COHEN BALDINGER & GREENFELD, LLC
      2600 Tower Oaks Boulevard, Suite 103
      Rockville, MD 20852
      Tel: (301) 881-8300

            About Y.S.K. Construction Corporation

Y.S.K. Construction Corporation filed a Chapter 11 bankruptcy
petition (Bankr. D. Md. Case No. 18-15018) on April 16, 2018.  The
Debtor hired Cohen Baldinger & Greenfeld, LLC, as counsel.


[^] BOND PRICING: For the Week from May 14 to 18, 2018
------------------------------------------------------
  Company                     Ticker Coupon Bid Price   Maturity
  -------                     ------ ------ ---------   --------
AT&T Inc                      T        1.800   101.000   9/4/2026
AT&T Inc                      T        3.900   101.000  8/14/2027
Alpha Appalachia
  Holdings Inc                ANR      3.250     2.048   8/1/2015
Appvion Inc                   APPPAP   9.000     0.500   6/1/2020
Appvion Inc                   APPPAP   9.000     0.466   6/1/2020
Avaya Inc                     AVYA    10.500     4.305   3/1/2021
BI-LO LLC / BI-LO
  Finance Corp                BILOLF   8.625    58.750  9/15/2018
BI-LO LLC / BI-LO
  Finance Corp                BILOLF   8.625    59.250  9/15/2018
BPZ Resources Inc             BPZR     6.500     3.017   3/1/2015
BPZ Resources Inc             BPZR     6.500     3.017   3/1/2049
Bon-Ton Department
  Stores Inc/The              BONT     8.000    15.750  6/15/2021
Buffalo Thunder
  Development Authority       BUFLO   11.000    42.000  12/9/2022
Cenveo Corp                   CVO      6.000    39.000   8/1/2019
Cenveo Corp                   CVO      8.500     2.438  9/15/2022
Cenveo Corp                   CVO      8.500     2.750  9/15/2022
Cenveo Corp                   CVO      6.000     0.542  5/15/2024
Cenveo Corp                   CVO      6.000    48.000   8/1/2019
Chassix Inc                   CHASSX   9.250    90.125   8/1/2018
Chassix Inc                   CHASSX   9.250    90.125   8/1/2018
Claire's Stores Inc           CLE      9.000    58.938  3/15/2019
Claire's Stores Inc           CLE      8.875    11.000  3/15/2019
Claire's Stores Inc           CLE      9.000    59.550  3/15/2019
Claire's Stores Inc           CLE      6.125    57.092  3/15/2020
Claire's Stores Inc           CLE      7.750    12.912   6/1/2020
Claire's Stores Inc           CLE      9.000    56.295  3/15/2019
Claire's Stores Inc           CLE      7.750    12.912   6/1/2020
Claire's Stores Inc           CLE      6.125    57.000  3/15/2020
Community Choice
  Financial Inc               CCFI    10.750    67.970   5/1/2019
Community Choice
  Financial Inc               CCFI    12.750    63.875   5/1/2020
Community Choice
  Financial Inc               CCFI    12.750    63.875   5/1/2020
Creditcorp                    CRECOR  12.000    98.625  7/15/2018
Creditcorp                    CRECOR  12.000    93.384  7/15/2018
Cumulus Media Holdings Inc    CMLS     7.750     7.510   5/1/2019
DBP Holding Corp              DBPHLD   7.750    47.628 10/15/2020
DBP Holding Corp              DBPHLD   7.750    47.237 10/15/2020
EV Energy Partners LP /
  EV Energy Finance Corp      EVEP     8.000    45.750  4/15/2019
EXCO Resources Inc            XCOO     8.500    15.150  4/15/2022
Egalet Corp                   EGLT     5.500    37.000   4/1/2020
Emergent Capital Inc          EMGC     8.500    67.280  2/15/2019
Energy Conversion
  Devices Inc                 ENER     3.000     7.875  6/15/2013
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc            TXU      9.750    37.375 10/15/2019
Energy Future Intermediate
  Holding Co LLC /
  EFIH Finance Inc            TXU     11.250    37.381  12/1/2018
FGI Operating Co LLC /
  FGI Finance Inc             GUN      7.875    22.000   5/1/2020
Federal Farm Credit Banks     FFCB     1.080    99.409  5/23/2018
Federal Home Loan Banks       FHLB     2.000    95.150 11/10/2026
Federal Home Loan Banks       FHLB     0.980    99.908  5/22/2018
Fleetwood Enterprises Inc     FLTW    14.000     3.557 12/15/2011
GenOn Energy Inc              GENONE   9.500    84.500 10/15/2018
GenOn Energy Inc              GENONE   9.500    84.255 10/15/2018
GenOn Energy Inc              GENONE   9.500    84.255 10/15/2018
Gibson Brands Inc             GIBSON   8.875    85.250   8/1/2018
Gibson Brands Inc             GIBSON   8.875    85.250   8/1/2018
Gibson Brands Inc             GIBSON   8.875    84.827   8/1/2018
Homer City Generation LP      HOMCTY   8.137    38.750  10/1/2019
Illinois Power Generating Co  DYN      6.300    33.375   4/1/2020
Interactive Network Inc /
  FriendFinder Networks Inc   FFNT    14.000    70.250 12/20/2018
Las Vegas Monorail Co         LASVMC   5.500     4.037  7/15/2019
Lehman Brothers Holdings Inc  LEH      1.600     3.326  11/5/2011
Lehman Brothers Holdings Inc  LEH      5.000     3.326   2/7/2009
Lehman Brothers Holdings Inc  LEH      1.500     3.326  3/29/2013
Lehman Brothers Holdings Inc  LEH      2.070     3.326  6/15/2009
Lehman Brothers Holdings Inc  LEH      1.383     3.326  6/15/2009
Lehman Brothers Holdings Inc  LEH      2.000     3.326   3/3/2009
Lehman Brothers Holdings Inc  LEH      4.000     3.326  4/30/2009
Lehman Brothers Inc           LEH      7.500     1.226   8/1/2026
Linc USA GP / Linc Energy
  Finance USA Inc             LNCAU    9.625     1.644 10/31/2017
MModal Inc                    MODL    10.750     6.125  8/15/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC            MPO     10.750     0.902  10/1/2020
Murray Energy Corp            MURREN  11.250    42.426  4/15/2021
Murray Energy Corp            MURREN  11.250    42.314  4/15/2021
Murray Energy Corp            MURREN   9.500    33.500  12/5/2020
Murray Energy Corp            MURREN   9.500    44.732  12/5/2020
NRG REMA LLC                  GENONE   9.681    62.635   7/2/2026
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     6.934  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     6.934  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     6.934  5/15/2019
Nine West Holdings Inc        JNY      8.250    17.000  3/15/2019
Nine West Holdings Inc        JNY      6.875    16.250  3/15/2019
Nine West Holdings Inc        JNY      8.250    15.750  3/15/2019
OMX Timber Finance
  Investments II LLC          OMX      5.540     5.197  1/29/2020
Orexigen Therapeutics Inc     OREXQ    2.750     5.650  12/1/2020
Orexigen Therapeutics Inc     OREXQ    2.750    14.472  12/1/2020
PaperWorks Industries Inc     PAPWRK   9.500    54.364  8/15/2019
PaperWorks Industries Inc     PAPWRK   9.500    55.000  8/15/2019
Pernix Therapeutics
  Holdings Inc                PTX      4.250    41.147   4/1/2021
Pernix Therapeutics
  Holdings Inc                PTX      4.250    41.147   4/1/2021
Powerwave Technologies Inc    PWAV     3.875     0.149  10/1/2027
Powerwave Technologies Inc    PWAV     3.875     0.133  10/1/2027
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                  PRSPCT  10.250    48.250  10/1/2018
RAAM Global Energy Co         RAMGEN  12.500     2.000  10/1/2015
Real Alloy Holding Inc        RELYQ   10.000    61.997  1/15/2019
Real Alloy Holding Inc        RELYQ   10.000    61.997  1/15/2019
Renco Metals Inc              RENCO   11.500    27.000   7/1/2003
Rex Energy Corp               REXX     8.000    15.000  10/1/2020
Rex Energy Corp               REXX     8.875    20.059  12/1/2020
Rex Energy Corp               REXX     6.250    21.386   8/1/2022
Rex Energy Corp               REXX     8.000    28.022  10/1/2020
Rolta LLC                     RLTAIN  10.750    26.511  5/16/2018
SAExploration Holdings Inc    SAEX    10.000    53.375  7/15/2019
Sears Holdings Corp           SHLD     8.000    55.020 12/15/2019
Sears Holdings Corp           SHLD     6.625    88.789 10/15/2018
Sears Holdings Corp           SHLD     6.625    88.334 10/15/2018
Sears Holdings Corp           SHLD     6.625    88.334 10/15/2018
Sempra Texas Holdings Corp    TXU      5.550    12.051 11/15/2014
Sempra Texas Holdings Corp    TXU      6.500    11.468 11/15/2024
SiTV LLC / SiTV Finance Inc   NUVOTV  10.375    63.000   7/1/2019
SiTV LLC / SiTV Finance Inc   NUVOTV  10.375    60.750   7/1/2019
Southern States
  Cooperative Inc             SOCP    10.000   100.875  8/15/2021
Southern States
  Cooperative Inc             SOCP    10.000   100.490  8/15/2021
SunPower Corp                 SPWR     0.750    99.550   6/1/2018
TerraVia Holdings Inc         TVIA     5.000     4.644  10/1/2019
TerraVia Holdings Inc         TVIA     6.000     4.644   2/1/2018
Tesla Energy Operations
  Inc/DE                      SCTY     2.650    94.467  6/11/2018
Toys R Us - Delaware Inc      TOY      8.750     8.222   9/1/2021
Transworld Systems Inc        TSIACQ   9.500    26.500  8/15/2021
Transworld Systems Inc        TSIACQ   9.500    26.000  8/15/2021
Tunica-Biloxi Gaming
  Authority                   PAGON    3.780    17.875  6/15/2020
Walter Energy Inc             WLTG     9.875     0.834 12/15/2020
Walter Energy Inc             WLTG     9.875     0.834 12/15/2020
Walter Energy Inc             WLTG     8.500     0.834  4/15/2021
Walter Energy Inc             WLTG     9.875     0.834 12/15/2020
Westmoreland Coal Co          WLBA     8.750    33.586   1/1/2022
Westmoreland Coal Co          WLBA     8.750    33.585   1/1/2022
iHeartCommunications Inc      IHRT    14.000    12.500   2/1/2021
iHeartCommunications Inc      IHRT     7.250    21.500 10/15/2027
iHeartCommunications Inc      IHRT    14.000    12.476   2/1/2021
iHeartCommunications Inc      IHRT    14.000    12.476   2/1/2021


                            *********

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 ***