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

              Monday, June 25, 2018, Vol. 22, No. 175

                            Headlines

1265 MCBRIDE: Case Summary & 13 Unsecured Creditors
315 NORTH ACADEMY: Voluntary Chapter 11 Case Summary
54 NIPOMO: Aug. 16 Plan Confirmation Hearing
8800 LLC: Case Summary & 20 Largest Unsecured Creditors
ADVANCED INTEGRATION: S&P Affirms 'BB-' CCR, Outlook Negative

AES CORP: Moody's Hikes CFR & Sr. Unsecured Ratings to Ba1
AGILE THERAPEUTICS: Creates Retention Plan for Remaining Employees
ALPHA CARE AMBULANCE: Needs More Time to Complete Claims Analysis
AMAG PHARMACEUTICALS: S&P Puts 'B' CCR on CrediWatch Positive
AMARILLO BIOSCIENCES: Anticipated Losses Raise Going Concern Doubt

ANCHOR REEF: Sachem Buying Branford Property for $2.6 Million
ANTONIO GUZMAN: Court Dismisses Chapter 11 Bankruptcy Case
APTIM CORP: Moody's Cuts CFR to Caa2 & Alters Outlook to Stable
ARA MACAO: U.S. Trustee Forms 5-Member Creditors' Panel
ARCIMOTO INC: WR Hambrecht et al Report 9.8% Stake

ASP MCS: Moody's Cuts CFR to B3, Outlook Remains Negative
ASURION LLC: Moody's Affirms B1 CFR & Rates New 1st Lien Loan Ba3
ATLAS EQUITY: Taps Carms Realty as Real Estate Broker
ATLAS FINANCIAL: A.M. Best Lowers LT Issuer Credit Rating to 'c'
AVEANNA HEALTHCARE: S&P Alters Outlook to Neg. & Affirms 'B-' CCR

AVIATION ENGINEERING: Exclusive Plan Filing Period Moved to June 20
BAFFINLAND IRON: Moody's Affirms 'Caa1' CFR & Sr. Sec. Notes Rating
BAFFINLAND IRON: S&P Rates New $550MM Secured Notes 'B-'
BALDWIN PARK: Aug. 30 Plan Confirmation Hearing
BANFF MERGER: Moody's Assigns B3 CFR & Rates New Unsec. Notes Caa2

BASIM ELHABASHY: Selling Cairo Real Property for $50K
BAYTEX ENERGY: Moody's Puts B3 CFR Under Review for Upgrade
BLACK IRON: CML Bid to Amend Affirmative Defenses Rejected
BLUE DOG AT 399: Taps Atty. Scott Hare as Litigation Counsel
BMC SOFTWARE: S&P Alters Outlook to Negative & Affirms 'B' CCR

BRUNO HOLDINGS: Depays Buying Suffern Property for $1.15 Million
BRYAN DEARASAUGH: Deluca Buying Conway Property for $110K
BUCKEYE INC: Doesn't Pay OT to Fluid Technician, Bernstein Claims
CARPATHIAN ENERGY: Taps John D. Moore as Legal Counsel
CASHMAN EQUIPMENT: Taps Skyway Classics as Broker

CAVIUM INC: S&P Puts 'BB-' CCR on CreditWatch Positive
CELADON GROUP: Amends Credit Facility to Extend Covenant Relief
CELL SCIENCE: Case Summary & 20 Largest Unsecured Creditors
CGH CARPET: Case Summary & 20 Largest Unsecured Creditors
CHEFS' WAREHOUSE: S&P Raises CCR to 'B+', Outlook Stable

CITY HOME CARE: July 26 Plan Confirmation Hearing
COBRA WELL: Seeks Authorization on Cash Collateral Use
COLIMA BBQ: Trustee Taps Coldwell Banker as Broker
COMFORT HOLDING: Moody's Lowers CFR to Caa1, Outlook Stable
CONTINENTAL CARWASH: Taps David Johnston as Bankruptcy Attorney

CORE TECH: Case Summary & 20 Largest Unsecured Creditors
CORP REALTY: Taps Alexandria C. Phillips as Special Counsel
CUISINE365 LLC: Taps Demetrius J. Parrish as Legal Counsel
DPW HOLDINGS: Reduces Stake in WSI to 0% After Rejected Bid
DRAGONFLY GRAPHICS: Taps Ruff & Cohen as Legal Counsel

DU-RITE COMPANY: Taps Furr Cohen as Legal Counsel
DUBLIN MANAGEMENT: Taps Connolly Grady as Accountant
DUSAN PITTNER: District Court Nixes Mortgagees' Bid to Dismiss Suit
EDELMAN FINANCIAL: S&P Alters Outlook to Negative & Affirms 'B' ICR
EDWARD DON: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable

ELLINGTON TRUCKING: Taps Robert Cheesebourough as Attorney
ERIC TRENDEL: Kondratiev Buying Seattle Condominium Unit for $575K
EZRA HOLDINGS: Selling Interest in IC Cell Ezra's Preferred Shares
EZRA HOLDINGS: Selling Interest in Ubi Techpark Property for SGD$3M
FALLBROOK TECHNOLOGIES: Court Confirms Ch. 11 Plan

FARMFIELD REALTY: Taps Drose Law Firm as Legal Counsel
FBCS INC: Allen Sues over Wrongful Debt Collection Practices
FC GLOBAL: Names Michael Stewart as CEO and CFO
FREDERICK ALDERSON: Mt. Pleasant Property Selling for $1.4M
FUTURE DIE CAST: Proposes Sale of All Assets at Auction

GARCES RESTAURANT: SFH Bid for Stay Pending Appeal Tossed
GIRARD MANUFACTURING: Unsecureds to Get 4% in 60 Months
GIVE AND GO: S&P Lowers Corp. Credit Rating to 'B-', Outlook Stable
GOLDEN INSURANCE: A.M. Best Lowers Finc'l. Strength Rating to C++
GOLDMAN SACHS: S&P Lowers ICR to 'BB+' Then Withdraws Rating

GREEN BROTHERHOOD: Case Summary & 2 Unsecured Creditors
H2O BAGEL: Case Summary & 20 Largest Unsecured Creditors
HAROLD ROSBOTTOM: Appeal Not Incurably Defective, Court Rules
HEMOLIFE MEDICAL: Clarrence Buying All Assets for $1.3 Million
HIGHLAND CLIFFS: Taps Michael G. McAuliffe as Legal Counsel

HOUT FENCING: Taps David A. Tilem as Legal Counsel
HUNT COMPANIES: S&P Affirms 'BB-' ICR, Outlook Stable
ICSH PARENT: S&P Puts 'B' Corp. Credit Rating on Watch Negative
IHEARTMEDIA INC: Has $450M New DIP Credit Facility with Citibank
IHEARTMEDIA INC: Liberty Drops $1.16-Bil. Equity Investment Offer

IL VALENTINO: Taps Spyros Kekatos as New Accountant
INGERSOLL FINANCIAL: Exclusivity Period Extended Through June 22
INTERNATIONAL GAME: S&P Rates New EUR500MM Secured Notes 'BB+'
INVENERGY THERMAL I: S&P Gives (P)B Rating on $415MM Secured Debt
J MENDEL INC: Voluntary Chapter 11 Case Summary

JASON FLY LOGGING: Aug. 8 Hearing of Disclosure Statement
JOLIVETTE HAULING: Taps CliftonLarsonAllen as Accountant
JUDYCAT INC: Aug. 22 Plan Confirmation Hearing
KADMON HOLDINGS: Vivo Opportunity Reports 6.05% Stake
KERA OAKLAND: G. Arce Waived Statutory Affirmative Defenses

KERR-ALBERT OFFICE: Aug. 7 Hearing on Confirmation of Plan
LARUBIO PROPERTIES: Voluntary Chapter 11 Case Summary
LIBERTY TOWERS: 2nd Cir. Affirms OK of Agreement with RLL, WFL
LIFESCAN GLOBAL: Moody's Cuts Rating on 1st Lien Term Loan B to B2
LINEN LOCKER: Case Summary & 20 Largest Unsecured Creditors

LINTON MAHONEY: $315K Sale of LaGrange Property to Martinez Okayed
LIQUIDNET HOLDINGS: S&P Alters Outlook to Pos. & Affirms 'B+' ICR
M&G USA: Needs Additional Time to Finalize Plan Negotiations
M&G USA: Taps Greenhill & Co. as Co-Financial Advisor
M.J.G. MERCHANT: Taps Wilk Auslander as Legal Counsel

MBF INSPECTION: Case Summary & 20 Largest Unsecured Creditors
MGM RESORTS: S&P Rates New $500MM Senior Notes Due 2025 'BB-'
MICROSEMI CORP: S&P Withdraws 'BB' CCR on Acquisition Closing
MOLDOVA FOREVER: Taps Wisdom Professional as Accountant
MURRAY ENERGY: Moody's Cuts 2nd Lien Secured Notes Rating to Caa3

MURRAY ENERGY: S&P Raises CCR to 'CCC+', On CreditWatch Positive
NATURE'S SECOND: Hires Ritchie Bros. to Auction Equipment
NEOVASC INC: Tiara Featured in Live Case at 11th Annual TVT 2018
NEWASURION CORP: S&P Affirms 'B+' ICR, Outlook Stable
OCWEN FINANCIAL: S&P Affirms 'B-' ICR, Outlook Still Negative

OLIVABEL LLC: U.S. Trustee Unable to Appoint Committee
ONEBADA BBQ INC: Trustee Taps Coldwell Banker as Broker
PENTHOUSE GLOBAL: Trustee Taps BPE&H as Special Tax Advisor
PEPPERTREE LAND: Taps Squar Milner as Accountant
PETSMART INC: S&P Lowers CCR to 'CCC', Outlook Negative

PHI INC: Moody's Rates Proposed $500M Secured Notes Due 2023 'B3'
PHILOS GLOBAL: Needs Until Aug. 31 to File Chapter 11 Plan
POLYMER ADDITIVES: S&P Assigns 'B-' CCR, Outlook Stable
PREGIS HOLDING I: S&P Alters Outlook to Negative & Affirms 'B' CCR
PREMIER WEST: Case Summary & Unsecured Creditor

PROJECT ANGEL: S&P Assigns 'B' Corp. Credit rating, Outlook Stable
R.J. REAL ESTATE: Taps Mark J. Giunta as Legal Counsel
RENNOVA HEALTH: CEO Reassures Investors with Future Growth
RENT-A-CENTER INC: S&P Puts 'CCC+' CCR on CreditWatch Positive
REX ENERGY: Committee Taps Brown Rudnick as Lead Counsel

REX ENERGY: Committee Taps Conway MacKenzie as Financial Advisor
REX ENERGY: Committee Taps Leech Tishman as Local Counsel
REX ENERGY: Creditors' Committee Members Disclose Claims
RH BBQ INC: Trustee Taps Coldwell Banker as Broker
RMH FRANCHISE: $600K Sale of Mishawaka Property to Noblesville OK'd

RMH FRANCHISE: Utilities Tap Russell Johnson as Attorney
ROBERT TURNER: Texas Court Abates Appeal
ROCKAWAY WORKFORCE: Taps White Law Chartered as Legal Counsel
RONALD GOODWIN: Pavement Pros Buying Walnut Grove Parcels for $160K
ROTINI INC: Dismissal or Conversion of Chapter 11 Case Necessary

SANCILIO PHARMACEUTICALS: Taps Cassel as Investment Banker
SECOND PHOENIX: Exclusive Plan Filing Period Extended Until Oct. 31
SENTRIX PHARMACY: Aug. 1 Confirmation Hearing
SERENITY HOMECARE: July 18 Plan Confirmation Hearing
SEVERSON GROUP: Case Summary & Unsecured Creditor

SF GALLERIA: Taps Sun Commercial as Broker
SINGH R&H: Case Summary & Unsecured Creditor
SJKWD LLC: Taps Furr Cohen as Legal Counsel
SM SEED: U.S. Trustee Unable to Appoint Committee
SOMERSET REGIONAL WATER: June 28 Hearing on Trustee's Bid to Sell

SPANISH BROADCASTING: Crowe Horwath LLP Raises Going Concern Doubt
ST. JOSEPH ENERGY: Moody's Affirms Ba3 on $461.6MM Secured Loans
ST. JOSEPH ENERGY: S&P Assigns 'BB' Rating on $461MM Secured Loans
STARS GROUP: Moody's Confirms B2 CFR & Rates Unsec. Notes Caa1
STARS GROUP: S&P Affirms 'B+' Corp. Credit Rating, Off Watch Neg.

SUPERCANAL S.A.: Chapter 15 Case Summary
TALEN ENERGY: Moody's Cuts CFR to B2 & Sr. Sec. Debt Rating to Ba2
TARA RETAIL: Bid to Surcharge Comm 2013's Collateral Junked
TEEKAY OFFSHORE: Fitch Assigns 'B' IDR & Rates New $500MM Notes 'B'
TEEKAY OFFSHORE: Moody's Assigns B3 CFR & Rates $500MM Notes Caa2

TEEKAY OFFSHORE: S&P Assigns B+ CCR & Rates $500MM Unsec. Notes B
TI GROUP: Moody's Alters Outlook to Positive & Affirms B1 CFR
TINTRI INC: Gets Nasdaq Notice Due to Delay in Filing Form 10-Q
TK RESTAURANT: Ch. 11 Case to be Dismissed or Converted, Ct. Rules
TODD'S CAR WASH: Case Summary & 8 Unsecured Creditors

TORIKADE INC: Case Summary & 3 Unsecured Creditors
USG CORP: Fitch Puts BB+ Issuer Default Rating on Watch Negative
VERSACOM LP: Texas Comptroller Objects to Plan, Outline
VIDEOLOGY INC: Taps DWF LLP as Special Counsel
VIDEOLOGY INC: Taps LUMA Securities as Investment Banker

VIRGIN ISLANDS WAPA: Fitch Affirms CCC Ratings on $118.85MM Bonds
VIRTUAL COMMUNICATIONS: Amends Unsecured Noteholders' Treatment
VORAS ENTERPRISE: Taps Sperber Denenberg as Special Counsel
VVC-WFM INTERMEDIATE: S&P Assigns 'B' CCR, Outlook Stable
WAVEGUIDE CORPORATION: Taps Rubin and Rudman as Special Counsel

WESTMORELAND RESOURCE: Supply Contract with AEP Terminates Dec. 31
WEX INC: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Stable
WILLIAM B. LAWTON: Selling Calcasieu Parish Properties for $14K
WJA ASSET: Seeks Nov. 18 Plan Exclusivity Period Extension
WJA ASSET: TD REO Hires Ramboll to Review Gas Station Issues

WWEX UNI: S&P Cuts Corp. Credit Rating to 'B-', Outlook Stable
Y&M RENTAL: Taps David Johnston as Bankruptcy Attorney
ZEBRA TECHNOLOGIES: S&P Raises CCR to 'BB', Outlook Stable
[^] BOND PRICING: For the Week from June 18 to 22, 2018

                            *********

1265 MCBRIDE: Case Summary & 13 Unsecured Creditors
---------------------------------------------------
Debtor: 1265 McBride Ave. LLC
        37 Woodland Road
        Roseland, NJ 07068

Business Description: 1265 McBride Ave. LLC owns a real property
                      located at 1265-1267 McBridge Avenue
                      Woodland Park, New Jersey, having an  
                      appraised value of $6.63 million.

Chapter 11 Petition Date: June 22, 2018

Case No.: 18-22659

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

Judge: Hon. John K. Sherwood

Debtor's Counsel: Jay L. Lubetkin, Esq.
                  RABINOWITZ, LUBETKIN & TULLY, L.L.C.
                  293 Eisenhower Parkway, Suite 100
                  Livingston, NJ 07039
                  Tel: 973-597-9100
                  Fax: 973-597-9119
                  Email: jlubetkin@rltlawfirm.com

Total Assets: $6.65 million

Total Liabilities: $6.67 million

The petition was signed by Thomas J. O'Beirne, sole member.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at:

               http://bankrupt.com/misc/njb18-22659.pdf


315 NORTH ACADEMY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 315 North Academy, LLC
           aka Triangle Building Associates
        PO Box 640
        Morrisville, NC 27560

Business Description: 315 North Academy, LLC, is a Single Asset
                      Real Estate (as defined in 11 U.S.C.
                      Section 101(51B)), that owns a commercial
                      building and lot located at 315 North
                      Academy Street, Cary NC, valued by the
                      company at $1.87 million.

Chapter 11 Petition Date: June 22, 2018

Case No.: 18-03138

Court: United States Bankruptcy Court
       Eastern District of North Carolina
       (Raleigh Division)

Judge: Hon. David M. Warren

Debtor's Counsel: George M. Oliver, Esq.
                  THE LAW OFFICES OF OLIVER & CHEEK, PLLC
                  PO Box 1548
                  New Bern, NC 28563
                  Tel: 252 633-1930
                  Fax: 252 633-1950
                  E-mail: efile@ofc-law.com

Total Assets: $1.88 million

Total Liabilities: $449,458

The petition was signed by Runa Alexander Cooper, Sr.,
member/manager.

The Debtor stated it has no unsecured creditors.

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

           http://bankrupt.com/misc/nceb18-03138.pdf


54 NIPOMO: Aug. 16 Plan Confirmation Hearing
--------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will convene a hearing on August 16, 2018, at 10:00 a.m., to
consider confirmation of 54 Nipomo Partners, LLC's Combined Plan of
Reorganization and Disclosure Statement.  Objections to
confirmation must be filed no later than August 9.

With regard to Class 1 - Union Home Loan, Inc., Secured Claim, the
Debtor will pay the Class 1 Claim in full, including all pre and
post-petition amounts owing pursuant to the Promissory Note at the
rate set forth in the Note (including but not limited to default
interest where applicable) by September 30, 2018 through either a
sale, refinance or equity infusion.  If the Debtor wants or needs
to extend the September 30, 2018 deadline, it may do so for a
period of not to exceed three (3) months (until December 31, 2018),
in monthly increments by paying the sum of $22,500 to the Class 1
Claimant on or before the first day of each month for which an
extension is sought commencing on October 1, 2018 and continuing
through December 1, 2018. There will be no grace period. Payments
for the extensions must be received by the Class 1 Claimant in
certified funds by the first of the month for any extension to
apply. Any payments made by the Debtor for extensions of the
September 30, 2018 deadline will be credited to the unpaid interest
on the loan. Upon confirmation, the automatic stay,11 U.S.C.
Section 362, will be terminated as to the Class 1 Claimant.

The Class 2 Claim - San Luis Obispo County Tax Claim will be paid
the earlier of a sale, refinance or equity infusion of the real
property or December 31, 2018. The Class 2 Claim will continue to
accrue interest at the rate until paid in full.

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

        http://bankrupt.com/misc/canb18-40282-40.pdf

                    About 54 Nipomo Partners

54 Nipomo Partners, LLC, listed its business as single asset real
estate (as defined in 11 U.S.C. Section 101(51B)) whose principal
assets are located at 170 South Frontage Road Nipomo, California.

54 Nipomo Partners sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-40282) on Feb. 1,
2018.  In the petition signed by Robert Marinai, general manager,
the Debtor estimated assets and liabilities of $1 million to $10
million.  Judge Charles Novack presides over the case.  Kornfield,
Nyberg, Bendes, Kuhner & Little, P.C., is the Debtor's bankruptcy
counsel.


8800 LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: 8800 LLC
        1301 North Harper Ave, Unit F
        Los Angeles, CA 90046

Business Description: 8800 LLC is a privately held company whose
                      principal assets are located at 8800 Sunset
                      Blvd. West Hollywood, CA 90069.

Chapter 11 Petition Date: June 22, 2018

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

Case No.: 18-17263

Judge: Hon. Robert N. Kwan

Debtor's Counsel: David B. Golubchik, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  E-mail: dbg@lnbyb.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Alan Nathan, managing member.

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/cacb18-17263.pdf


ADVANCED INTEGRATION: S&P Affirms 'BB-' CCR, Outlook Negative
-------------------------------------------------------------
S&P Global Ratings affirmed all of its ratings on Advanced
Integration Technology L.P. (AIT), including S&P's 'BB-' corporate
credit rating. The outlook remains negative.

The rating affirmation reflects that, although the company's
debt-to-EBITDA remains weaker than expected, AIT's revenue and
earnings are beginning to show signs of improvement.

S&P said, "We believe this improvement will reduce the company's
leverage to a more appropriate level for the current rating over
the next 12 months. However, there is some uncertainty as to the
pace and extent of this expected improvement in the company's
credit metrics. We now expect credit metrics to improve, with
debt-to-EBITDA around 3.8x-4.4x in 2018, compared with our previous
expectation of in the mid-3x area. This is the result of delays in
contract awards and some acquisition integration issues, which has
resulted in lower than expected revenue and earnings. In our view,
any further contract delays could cause leverage to remain higher
than our expectation. We expect credit metrics to improve in 2019,
as the company's margins return to levels similar to those prior to
the acquisitions of Nova-Tech Engineering and Skein Integrated
Systems (previously KUKA Systems), with debt-to-EBITDA declining to
3.3x-3.9x.

"S&P Global Ratings' negative outlook on AIT reflects the company's
weaker credit metrics from incremental debt to fund an acquisition,
weaker-than-expected revenues due to contract delays, and margin
deterioration. We expect improved revenue and earnings in 2018;
however, we are unsure of the pace and the impact. We expect debt
to EBITDA to improve to 3.8x- 4.4x in 2018 from 5.5x in 2017.

"We could revise our outlook on AIT to stable in the next 12 months
if the company materially improves its credit metrics and we come
to believe that its debt-to-EBITDA will decline below 4x and remain
there. This would most likely occur if the company's earnings
improve from margins returning to previous levels and new contract
wins, or additional debt repayment.

"We could lower our ratings on AIT in the next 12 months if the
pace of the improvement in the company's credit metrics is slower
than we expect, causing its debt-to-EBITDA to remain above 4.5x on
a sustained basis without material prospects for improvement. This
would likely be caused by additional issues with the integration of
the company's recent acquisitions, program delays, or larger than
expected debt financed acquisitions."


AES CORP: Moody's Hikes CFR & Sr. Unsecured Ratings to Ba1
----------------------------------------------------------
Moody's Investors Service upgraded the ratings of The AES
Corporation, including the Corporate Family Rating (CFR) to Ba1
from Ba2 and the Probability of Default Rating to Ba1-PD from
Ba2-PD. In addition, Moody's upgraded AES' senior unsecured ratings
to Ba1 from Ba2 and its senior secured credit facility to Baa3 from
Ba1. AES' speculative grade liquidity rating is affirmed at SGL-2.
The rating outlook is stable.

RATINGS RATIONALE

"AES continues to exhibit improvement in its credit profile", said
Natividad Martel, Moody's Vice-President Senior Analyst. "Financial
ratios are getting stronger, the contracted nature of cash flows is
growing, the company exhibits superior business diversity and it is
steadily reducing its exposure to carbon risks."

The upgrade to Ba1 reflects AES' cash flow diversity across its
large portfolio of regulated or contracted assets, and an
expectation for new projects becoming operational over the next few
years. These new projects are expected to lengthen the contracted
nature of AES' portfolio.

AES also continues to take steps to de-risk its businesses and
improve its financial profile, including ongoing cost savings
programs, interest expense savings and deleveraging initiatives at
several of AES' existing subsidiaries.

Moody's expects AES will exhibit a more material improvement in its
parent only credit metrics, driven by the incremental dividends
from new subsidiaries along with the recent reduction of holding
company debt by over $800 million in March 2018. These include the
ratio of parent only cash flows (POCF; defined as dividends
received from subsidiaries excluding interest and other parent
company expenses) to holding company debt. Moody's calculates a
ratio of POCF to holding company debt that approximates 17% by
year-end 2018, and around 20% in 2019. At year-end 2017, the ratio
was around 14%. That said, from a credit perspective, Moody's
focuses on consolidated financial ratios, and AES has generated a
ratio of consolidated FFO to consolidated debt of 12% in 2017, and
it is expected to rise to the mid-teens range over the next few
years.

Importantly, the Ba1 rating also factors in AES' shift in its
corporate strategies to be more climate friendly. Moody's sees AES
increasing its focus on renewable energy supplies and battery
storage technologies while reducing its merchant coal-fired power
generation businesses.

The Ba1 CFR is constrained by the remaining construction risk
across AES' expansion initiatives. Over the next few years, AES
faces the tail-end of its ongoing capital expenditure program,
particularly with the completion of the liquefaction natural gas
regasification terminal in Panama (expected completion in 2019),
the AES Southland repower project (2020) and the AES Gener's recent
re-negotiation of the construction contract with Strabag AG (not
rated) to build the Alto Maipo hydro-electric facility. In
addition, Moody's expects AES' exposure to non-investment grade
countries to fall in the next few years, however speculative grade
market risk remains (around 36% of the 2016 and 2017 average
consolidated EBITDA).

The stable outlook assumes that AES will successfully complete its
construction program, continue to implement its business de-risking
initiatives, including the exposure to carbon risks and produce a
ratio of consolidated FFO to consolidated debt of approximately
12-15% over the next 12 to 18 months.

Liquidity Profile

The speculative grade liquidity rating of SGL-2 reflects good
liquidity prospects for the next twelve months based on the
expectation that AES will remain free cash flow positive and that
AES' subsidiaries will continue to up-stream aggregate dividends in
excess of $1 billion. Liquidity will also be benefited by AES'
plans for additional cost savings of $100 million this year and
reduced interest expense. In 2018, Moody's estimates that AES
should generate between $600 million and $675 million, earmarked
$250 million in investments in its subsidiaries and almost $350
million for dividend distributions.

The SGL-2 also considers AES' $1.1 billion committed bank credit
facilities due in 2020 and 2021 and anticipates that AES will
remain in compliance with substantial headroom for its two
financial covenant requirements: a minimum parent operating cash
flow coverage ratio and a maximum level of recourse debt relative
to cash flow ratio. End of March 2018, AES' borrowings under its
credit facility approximated $300 million (2017: $207 million).

The SGL-2 also anticipates that AES will use available cash to
reduce the borrowings under this facility. This available cash will
include the net proceeds of around $310 million from the recently
announced sale of its 17% stake in the Brazilian utility
Eletropaulo Met.Elet de Sao Paulo (Ba2 stable) for over $300
million. This follows the over $800 million net debt reduction
funded by the $1 billion sale of its Philippine assets earlier this
year. AES does not have any major debt maturities until 2021 when
$500 million 4% Notes become due in March 2021.

Upgrades:

Issuer: AES Corporation, (The)

Probability of Default Rating, Upgraded to Ba1-PD from Ba2-PD

Corporate Family Rating, Upgraded to Ba1 from Ba2

Senior Secured Bank Credit Facility, Upgraded to Baa3(LGD3) from
Ba1(LGD2)

Senior Unsecured Regular Bonds/Debentures, Upgraded to Ba1(LGD4)
from Ba2(LGD4)

Affirmations:

Issuer: AES Corporation, (The)

Speculative Grade Liquidity Rating, Affirmed SGL-2

Outlook Actions:

Issuer: AES Corporation, (The)

Outlook, Changed To Stable From Positive

What Could Change the Rating - Up

AES' ratings could be upgraded if there is an improvement in the
consolidated financial profile, where the ratio of consolidated FFO
to consolidated debt reaches at least 16% on a sustained basis.
These metrics thresholds benefit from AES' diversification and
contracted cash flows relative to the Ba-rating category under the
Unregulated Utilities and Unregulated Power Companies Methodology.
A ratings upgrade will also require maintaining very good liquidity
and maintaining financial policies consistent with an investment
grade rating.

What Could Change the Rating - Down

A downgrade could occur if AES adopted a more risky business
strategy or more aggressive financial policies; if consolidated
leverage ratios increased, or if a more contentious regulatory
environment emerged in any of AES' key subsidiary jurisdictions
(such as Indiana). Ratings could also be downgraded if the ratio of
consolidated FFO to consolidated debt fell below the 12%-range for
a sustained period of time.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.

AES is a globally diversified power holding company that owns a
portfolio of electricity generation and distribution businesses in
fifteen countries. In total, AES has ownership interests in
approximately 35,000 MW of generating capacity across the globe and
serves retail customers via its distribution subsidiaries in two
countries.


AGILE THERAPEUTICS: Creates Retention Plan for Remaining Employees
------------------------------------------------------------------
Agile Therapeutics, Inc., has adopted a retention plan effective
June 20, 2018, to provide (i) cash retention payments to all
remaining employees of the Company in order to induce those
employees to remain employed by the Company through Dec. 31, 2018,
and (ii) stock option grants to all remaining employees of the
Company in order to induce those employees to remain employed by
the Company through Dec. 31, 2019.

Any employee who participates in the Retention Plan and (i) remains
continuously employed by the Company through Dec. 31, 2018 or (ii)
has been terminated by the Company other than for cause (as defined
in an applicable employment agreement, or, if no employment
agreement exists, as determined by the Company in good faith) prior
to Dec. 31, 2018, will be paid a lump-sum cash payment in an amount
determined by the compensation committee of the Company's board of
directors at the time of the adoption of the Retention Plan.  If an
eligible employee terminates service prior to Dec. 31, 2018 for any
reason other than termination of employment by the Company without
cause, no such cash retention payment will be made to the eligible
employee.  The cash retention payments are expected to be made in
January 2019.

In addition, all remaining employees were granted a stock option to
purchase the number of shares of common stock of the Company as
approved by the Compensation Committee, with a per share exercise
price of $0.58 which was equal to the closing price of the
Company's common stock as reported by Nasdaq on June 20, 2018.
Each option will vest in four equal 25% installments on the
following dates: (i) June 20, 2018, (ii) Dec. 31, 2018, (iii) June
30, 2019, and (iv) Dec. 31, 2019.

Al Altomari, the Company's chief executive officer; Scott Coiante,
the Company's chief financial officer; and Elizabeth Garner, M.D.,
M.P.H., the Company's chief medical officer will participate in the
Retention Plan.  Provided they meet the conditions to payment
described above, they will each receive a cash retention payment of
$100,000.  In addition, they were each granted a stock option to
purchase 150,000 shares of the Company's common stock.

                     About Agile Therapeutics

Agile Therapeutics, headquartered in Princeton, New Jersey --
http://www.agiletherapeutics.com/-- is a forward-thinking women's
healthcare company dedicated to fulfilling the unmet health needs
of today's women.  The Company's product candidates are designed to
provide women with contraceptive options that offer freedom from
taking a daily pill, without committing to a longer-acting method.
Its lead product candidate, Twirla, (ethinyl estradiol and
levonorgestrel transdermal system), also known as AG200-15, is a
once-weekly prescription contraceptive patch that has completed
Phase 3 trials.  Twirla is based on Agile's proprietary transdermal
patch technology, called Skinfusion, which is designed to provide
advantages over currently available patches and is intended to
optimize patch adhesion and patient wearability.

The report from the Company's independent accounting firm Ernst &
Young LLP, the Company's auditor since 2010, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations, has experienced delays in the
approval of its product candidate and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.

Agile reported a net loss of $28.30 million in 2017, a net loss of
$28.74 million in 2016 and a net loss of $30.33 million in 2015. As
of March 31, 2018, Agile had $42.92 million in total assets, $12.31
million in total current liabilities and $30.61 million in total
stockholders' equity.


ALPHA CARE AMBULANCE: Needs More Time to Complete Claims Analysis
-----------------------------------------------------------------
Alpha Care Ambulance Corp. requests the U.S. Bankruptcy Court for
the District of New Jersey to extend for 90 days the exclusive
periods within which it may file a plan of reorganization and
solicit acceptances thereto.

Unless extended, The Debtor's Exclusive Periods currently expire on
July 17, 2018 and Sept. 15, 2018, respectively.

The Debtor submits that it requires additional time in Chapter 11
to operate and review claims, so that it can determine if a plan of
reorganization is feasible. The deadline for creditors to file
claims against the Debtor's Chapter 11 estate is set for July 24,
2018 for non-governmental units. The taxing authorities have until
180 days after the order for relief in this case, September 15,
2018 by which to file a Proof of Claim against the Debtor's estate.
The Debtor intends to fund a plan via its operating income.

It is the Debtor's intention to fund a plan of reorganization via
its operating income. The Debtor submits that it requires several
more months in Chapter 11 to formulate a plan of reorganization.
Because the General Bar Date does not expire for more than one
month, the Debtor has not begun the claims review process, and is
not aware of the total amount of claims against its estate.
Therefore, the Debtor is not in a position to file a Chapter 11
Plan prior to the expiration of the current July 17, 2018
exclusivity deadline.

The Debtor claims that it is certainly not seeking an extension of
its Exclusive Periods to pressure creditors. Rather, as the Debtor
is contemplating a plan of reorganization via its operating income,
the Debtor submits that the requested additional time to file a
plan will allow it to determine if a plan of reorganization is
feasible. Further, an extension of time to file a plan will also
allow the Debtor time to analyze all claims after the General and
Governmental Unit Bar Dates have passed, and will further allow the
Debtor an opportunity to resolve any disputable claims.

                  About Alpha Care Ambulance Corp.

Alpha Care Ambulance Corp. is the successor-in-interest to Alpha
Medical Services, Inc., which began its business operations in or
about 1998 and was incorporated in 2001.  The Debtor provides
non-emergency medical transportation services to individuals to and
from doctors' offices and medical treatment facilities.  The Debtor
also provides transportation to and from school for children with
special needs.  The Debtor provides transportation services
primarily within Passaic County; however, the Debtor also provides
some transportation services in Bergen, Essex, and Hudson
Counties.

Alpha Care transports individuals who are covered by private health
insurance policies as well as individuals covered by Medicare.  Its
executive and administrative offices are located in Paterson, New
Jersey.

Alpha Care Ambulance Corp. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 18-15372) on March 19,
2018.  At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $1 million.  Judge
Vincent F. Papalia is the case judge.  The Debtor tapped Hook &
Fatovich, LLC, as its legal counsel, and Ernest P. DeMarco &
Associates, LLC, as its accountant.


AMAG PHARMACEUTICALS: S&P Puts 'B' CCR on CrediWatch Positive
-------------------------------------------------------------
S&P Global Ratings placed its ratings on AMAG Pharmaceuticals Inc.,
including the 'B' corporate credit rating, on CreditWatch with
positive implications.

The CreditWatch placement follows AMAG's announcement that it
intends to divest its Cord Blood Registry business for around $530
million and use the proceeds to repay $475 million of its senior
unsecured notes. We expect the transaction to close in the third
quarter of 2018 and project that the divestiture and the subsequent
debt repayment will result in 2018 leverage ratio reducing to
around 3x, in contrast to the previously projected leverage in
excess of 6x.

S&P expects to resolve the CreditWatch upon the completion of the
transaction and the subsequent debt repayment. S&P anticipates that
if it raises the rating, it would be limited to one notch.


AMARILLO BIOSCIENCES: Anticipated Losses Raise Going Concern Doubt
------------------------------------------------------------------
Amarillo Biosciences, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $187,438 on $56,590 of revenues for
the three months ended March 31, 2018, compared with a net loss of
$188,972 on $nil of revenue for the same period in 2017.   
At March 31, 2018, the Company had total assets of $1,920,330,
total liabilities of $1,140,237, and $780,093 in total
stockholders' equity.

The Company has not yet achieved sustained operating income, and
its operations are funded primarily from related-party convertible
debt and equity financings.  However, losses are anticipated in the
ongoing development of its business and there can be no assurance
that the Company will be able to achieve or maintain
profitability.

The continuing operations of the Company and the recoverability of
the carrying value of assets is dependent upon the ability of the
Company to obtain necessary financing to fund its working capital
requirements, and upon future profitable operations.

There can be no assurance that capital will be available as
necessary to meet the Company's working capital requirements or, if
the capital is available, that it will be on terms acceptable to
the Company.  The issuances of additional equity securities by the
Company may result in dilution in the equity interests of its
current stockholders.  Obtaining commercial loans, assuming those
loans would be available, will increase the Company's liabilities
and future cash commitments.  If the Company is unable to obtain
financing in the amounts and on terms deemed acceptable, the
business and future success may be adversely affected and the
Company may cease operations.  These factors raise substantial
doubt regarding our ability to continue as a going concern.

A copy of the Form 10-Q is available at:

                       https://is.gd/Yq5KHa

                     About Amarillo Biosciences

Amarillo Biosciences, Inc., engaged in the business of
biopharmaceutical research and development. Its primary focus
historically has been the development of low-dose, orally
administered interferon.  ABI holds or licenses various patents; it
also is the developer of Maxisal(R), a dietary supplement to treat
dry-mouth symptoms.  Amarillo Biosciences, Inc. was founded in 1984
and is based in Amarillo, Texas.



ANCHOR REEF: Sachem Buying Branford Property for $2.6 Million
-------------------------------------------------------------
Anchor Reef Club at Branford, LLC, asks the U.S. Bankruptcy Court
for the District of Connecticut to authorize the private sale of
the real property located at 60 Maple Street, Branford, Connecticut
to Sachem Building and Development, LLC for $2.6 million.  The
Debtor marketed the Property for more than two years prior to the
commencement of the bankruptcy case.

On May 30, 2001 prior to the Petition Date, the Debtor granted a
mortgage on the Property to Nassi Funding, LLC.  The Nassi Funding
mortgage was recorded on June 1, 2001 in Volume 727 at Page 256 of
the Branford Land Records.  It was modified by a first modification
dated May 31, 2002 and recorded June 27, 2002 in Volume 770 at Page
631 of the Branford Land Records, and a second modification dated
Aug. 31, 2002 and recorded September 18, 2002 in Volume 779, Page
615 of the Branford Land Records.  Nassi Funding has recorded a
UCC-1 financing statement against the Debtor on June 10, 2001 in
Volume 768, Page 865 of the Branford Land Records.  

On Aug. 13, 2015, the Debtor and Anchor Reef Association, Inc.
entered into an Agreement to Not Transfer Property or Development
Rights Pending Prejudgment Remedy.  On June 26, 2017, the
Association, recorded a Certificate of Attachment against the
Debtor in an apparent effort to attach the Debtor???s real property
in Volume 1222, Page 1054 of the Branford Land Records.  On June
26, 2017, the Association, acting through State Marshal Robert
Miller, recorded a Certificate of Attachment of Interest in
Mortgage against the Debtor, Jason Ziegler, Daniel Kane, Abert T.
Nassi, and Anthony Ciriello in Volume 1222, Page 1054 of the
Branford Land Records.

Sachem Building and Development, LLC has offered to purchase the
Property at a private sale for $2.6 million.  The parties have
entered into a contract setting forth the terms and conditions of
the private sale.  In an effort to pay a reduced amount to its
secured creditor, Nassi Funding, and fund a liquidating plan of
reorganization, the Debtor has agreed, subject to the Courts'
approval, to a sale of the Property free and clear of liens,
claims, and encumbrance.

The sale contemplated by the Motion will permit the Debtor to
propose a liquidating plan of reorganization that will pay its
unsecured creditors in excess of 33 cents on the dollar and permit
the completion of the development commenced, but never finished, by
the Debtor.  The sale will occur as part of a plan of
reorganization.

The value to be obtained from Sachem is the highest offer received
by the Debtor in the two and one-half years that the Debtor has
marketed the Property.  Its marketing occurred both prior to the
Petition Date and after the Petition Date.  If Sachem fails to
close on the proposed purchase of the Property, the Debtor intends
to auction its Property pursuant to a confirmed plan of
reorganization further orders of the Court as quickly as possible.

Regardless of the manner of sale -- private sale or auction sale --
and regardless of whether there is a credit bid, the unsecured
creditors will receive in excess of 33% of their allowed claims.
Under these circumstances, a sale is in the best interests of the
Debtor, its estate, and its creditors.

The Debtor believes that all respondents asserting a lien, claim,
encumbrance or interest against or in the Property will not object
to the sale free and clear, or have asserted a lien or interest
that is in bona fide dispute.

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

   http://bankrupt.com/misc/Anchor_Reef_117_Sales.pdf

The Purchaser is represented by:

          Ronald Brown, Esq.
          42 State Street
          North Haven, CT 06473
          Telephone: (203) 234-2202
          E-mail: DBrown@BrownRealEstateLaw.com

             About Anchor Reef Club at Branford

Anchor Reef Club at Branford, LLC, based in Westlake Village, CA,
filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-21080) on
July 19, 2017.  In the petition signed by Albert Nassi, manager of
the member, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities.  The Hon.
James J. Tancredi presides over the case.  Timothy D. Miltenberger,
Esq., at Coan Lewendon Gulliver & Miltenberger, LLC, serves as
bankruptcy counsel.


ANTONIO GUZMAN: Court Dismisses Chapter 11 Bankruptcy Case
----------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte entered an order dismissing
the chapter 11 case of Debtor Antonio Rivera Guzman d/b/a Avian 7
Small Animal Hospital.

This case came before the court on May 30, 2018 for an evidentiary
hearing to consider the motion to dismiss or convert filed by the
Debtor's ex-wife Dr. Sandra Viscal and Debtor's daughter Ms.
Natalia Rivera Viscal, and Debtor's opposition to the same. The
movants in the motion to dismiss allege that there is cause for
dismissal for the following reasons: debtor's material default with
his confirmed plan; failure to comply with an order of the court;
and failure to pay domestic support obligation that first became
payable after the order for relief. The debtor admits to being in
default but alleges that the reason for the default has been the
inability to sell community property to obtain funds to pay the
debts of the "ex-conjugal" partnership with Dr. Viscal and that the
proposed second amended chapter 11 plan which provides for the
payment of all claims in full, including the debts of the
ex-conjugal partnership, and shows good faith on Debtor's part.

In this case, it is undisputed that Dr. Viscal and Ms.
Rivera-Viscal are the holders of pre and post-petition priority
claims for a Domestic Support Obligation. Debtor has admitted to
being [and continues to be] in arrears with his pre and
post-petition arrears with his Domestic Support Obligation.
Moreover, the Debtor has not challenged that the amounts owed to
Dr. Viscal and Ms. Rivera Viscal are in the nature of support.

The statutory standard to establish "cause" pursuant to 11 U.S.C.
section 1112(b)(4)(P) is Debtor's failure to pay any domestic
support obligation. Therefore, in interpreting the plain language
of Section 1112(b)(4)(P), the court finds that movants have met
their burden to prove that there is cause for dismissal of the case
at bar based on Debtor's continuously unexcused failure to comply
with his pre and post-petition Domestic Support Obligation
payments.

The TPI Order of Nov. 23, 2013 provided that the pre-petition debt
amounting to $135,000 would be paid through the bankruptcy
proceeding. Dr. Viscal's DSO Priority Proof of Claim number 11 in
the amount of $135,000 was not paid as provided for in the
Confirmed Plan and remains unpaid. The amounts owed are also
recognized in Debtor's second amended plan. The undisputed facts
show that the Debtor has failed to pay the DSO Priority Claim
pursuant to the terms and conditions of the confirmed plan. Such
failure constitutes cause to dismiss the case upon Debtor's
material default pursuant to 11 USC 1112 (b)(4)(N).

The Debtor is also in arrears with the post-petition priority
Domestic Support Obligations owed to Ms. Rivera-Viscal in the
amount of $21,357.24 for the months of August, September and
October 2016 ($7,119.08 each month). The Debtor is also in arrears
with the post-petition priority Domestic Support Obligations owed
to Ms. Rivera-Viscal in the amount of $6,809.69, with regards to
outstanding payment of college tuition, enrollment, fees, meals,
and college expenses. Consequently, the Debtor has incurred in
arrears of post-petition Domestic Support Obligations.

The Debtor has been in bankruptcy for approximately five years and
has incurred in arrears after the filing of the petition. The
Debtor does not dispute that such arrears exist. Therefore, there
is cause to dismiss the case.

Although the moving creditors discharged their initial burden to
show cause for dismissal, the Debtor failed to present any evidence
to establish that dismissal or conversion to Chapter 7 is not in
the best interests of the estate and the creditors. After
considering the travel of the case, characterized by the continuous
litigation by the Debtor and the DSO claimants, and the ongoing
proceedings before the Puerto Rico courts regarding the division of
community property, the court concludes that dismissal, and not
conversion to Chapter 7 is in the best interests of the estate and
creditors.

A full-text copy of the Court's Order dated June 15, 2018 is
available at:

     http://bankrupt.com/misc/prb-13-06960-11-747.pdf

Antonio Luis Rivera Guzman filed a voluntary Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 13-06960) on August 27, 2013.


APTIM CORP: Moody's Cuts CFR to Caa2 & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service downgraded its ratings for APTIM Corp.,
including the company's Corporate Family Rating (CFR, to Caa2 from
B3) and Probability of Default Rating (to Caa2-PD from B3-PD). At
the same time, Moody's downgraded APTIM's senior secured notes due
2025, to Caa2 from B3. The ratings outlook was changed to stable
from negative.

Moody's noted its expectation that APTIM's financial risk profile
will remain elevated following the loss of several key customers,
with ensuing weak profitability and a cash absorptive profile
likely to persist over the forward period.

According to lead analyst Andrew MacDonald, "The downgrades reflect
the mismatch between the company's earnings and cash flow prospects
against its now much more levered balance sheet."

"We believe the company's ability to recoup lost earnings through
cost saving initiatives alone will prove challenging, and that
liquidity provisions which today provide credit support for our
stable ratings outlook will likely erode further over time," added
MacDonald.

Moody's took the following rating actions for APTIM Corp.:

Corporate Family Rating, downgraded to Caa2 from B3

Probability of Default Rating, downgraded to Caa2-PD from B3-PD

$515 Million Senior Secured Notes due 2025, downgraded to Caa2
(LGD4) from B3 (LGD4)

Outlook Actions:

Outlook, Changed to Stable from Negative

RATINGS RATIONALE

The Caa2 CFR broadly considers APTIM's weak underlying credit
profile, characterized by very high leverage, weak coverage and
cash absorptive operations following the loss of several key
customers, and notwithstanding several restructuring initiatives.
The rating also considers the company's lack of pre-payable debt,
event risk associated with its financial sponsor ownership, ongoing
customer concentration, and ramping competitive intensity in the
industry. Uncertainties inherent to estimating contract costs,
surety bonding and letter of credit requirements for new projects,
meeting requisite performance standards, and the involvement of
subcontractors also impose additional risks to profitability and
liquidity measures.

The rating is supported, however, by still reasonably good revenue
and earnings visibility, as evidenced by the company's sizable
albeit reduced contract backlog, and the relative stability of its
non-nuclear operations and maintenance (O&M) and environmental
service offerings, which tend to have more predictable demand
characteristics. And as of March 31, 2018, the company's total
liquidity -- notably including sizable cash balances and ABL
availability (excluding letters of credit) which combined
approximates $217 million according to Moody's estimates -- remains
a key underpinning of the rating, although it is expected to erode
over the next year.

The stable outlook reflects the company's deemed good liquidity
profile, mitigating otherwise higher default risk and which Moody's
believes will sufficiently cover cash needs in the next 12-18
months as management enacts its restructuring plan.

Ratings could be upgraded if the company is able to demonstrate a
stabilization of the business while maintaining a good liquidity
profile. Additionally, Moody's adjusted free cash flow-to-debt
sustained in the low single digits could warrant consideration of a
prospective ratings upgrade.

Ratings could be downgraded if the company experiences a continued
decline in earnings or liquidity deteriorates further. A
pre-emptive distressed exchange could also result in a ratings
downgrade.

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

Headquartered in The Woodlands, Texas and Baton Rouge, Louisiana,
APTIM provides operations and maintenance, EPC, environmental
services and program management services to clients in the
commercial (power, industrial, and retail), government and
infrastructure sectors. The company's revenue was $1.77 billion for
the twelve-month period ended March 31, 2018. APTIM is owned by
private equity firm Veritas Capital.


ARA MACAO: U.S. Trustee Forms 5-Member Creditors' Panel
-------------------------------------------------------
Ilene J. Lashinsky, U.S. Trustee for the District of Arizona, on
June 22 appointed five creditors to serve on the official committee
of unsecured creditors in the Chapter 11 case of Ara Macao
Holdings, L.P.

The committee members are:

     (1) Richard J. Beckman
         6015 N. Abington Road
         Tucson, AZ 85743
         Tel: (305) 213-5377
         E-mail: rbeckman@miami.edu

     (2) Richard C. Brown
         314 Joseph's Way
         Media, PA 19063
         Tel: (610) 566-1358
         Fax: (610) 892-7544
         E-mail: richbrown@comcast.net

     (3) Daniel Dorgan
         839 Thomas Street
         Plainwell, MI 49080
         Tel: (269) 365-8170
         E-mail: ddorg@yahoo.com

     (4) Gary S. Nitsche
         115 Centrenest Lane
         Wilmington DE 19807
         Tel: (302) 655-4040
         Fax: (302) 654-4892
         E-mail: gnitsche@attys4u.com

     (5) Geoffrey De Sibert
         930 W. Carmel Valley Road
         Carmel Valley, CA 93924
         Tel: (831) 521-7780
         E-mail: gdesibert@yahoo.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                   About Ara Macao Holdings

Ara Macao Holdings, L.P., provides real estate development
services.

On April 6, 2018, an involuntary Chapter 11 petition was filed
against Ara Macao Holdings, L.P. (Bankr. D. Ariz. Case No.
18-03615).  The case is assigned to Judge Paul Sala.

The petitioning creditors are KB Partners, Inc., Christopher de
Sibert, Gary Nitsche, Daniel Dorgan, Richard Umbach and Edgewater
Resources, LLC. They are represented by Patrick A Clisham, Esq., at
Engelman Berger, P.C.

On May 8, 2018, the involuntary proceeding was converted to a
voluntary Chapter 11 proceeding (Bankr. D. Ariz. Case No.
18-03615).  The Debtor hired Burch & Cracchiolo, P.A., as
bankruptcy counsel.


ARCIMOTO INC: WR Hambrecht et al Report 9.8% Stake
--------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, WR Hambrecht Ventures III, L.P., et al., disclosed that
they are the beneficial owners of an aggregate of 1,555,066 shares
of common stock of Arcimoto, Inc., which represents 9.8% of the
Issuer's outstanding Common Stock based upon 15,919,215 shares
outstanding on May 8, 2018 as reported by the Issuer in its Form
10-Q.

Specifically, each of the reporting persons beneficially owns the
following shares:

                                    Shares       Percentage
                                  Beneficially       of
  Name                               Owned         Shares
  ----                            ------------   ----------
WR Hambrecht Ventures III, L.P.    1,088,456        6.8%
Hambrecht Partners Holdings, LLC   1,088,456        6.8%
Elizabeth Hambrecht                1,098,288        6.9%
John Hullar                        1,186,779        7.5%
Paramour Capital                     100,000        0.6%
Michael A. Kramer                  1,188,456        7.5%
WM Electric Holdings, LLC             50,000        0.3%
William Mayer                      1,252,179        7.9%
Ironstone Group, Inc.                 79,000        0.5%
William Hambrecht                  1,183,188        7.4%
Thomas Thurston                    1,167,456        7.3%

WR Hambrecht, HPH, Ms. Hambrecht, Mr. Hullar, Ironstone Group, Mr.
Hambrecht and Mr. Thurston have a principal address of 909
Montgomery Street, 3rd Floor, San Francisco, California 94133.
Paramour Capital has a principal address of 1300 Market Streeet,
Suite 605, Wilmington, Delaware 19801.  Mr. Kramer has a principal
address of 499 Park Avenue, 16th Floor, New York, New York 10022.
Electric Holdings and Mr. Mayer have a principal address of P.O.
Box 4462, Aspen, Colorado 81612.

The Reporting Persons' beneficial ownership consists of 1,088,456
shares of Common Stock held directly by WR Hambrecht, with HPH as
its investment manager and Mr. Mayer as the chairman, Mr. Hambrecht
as the co-chairman and advisory director and Mr. Hullar as chief
executive officer and a director of HPH.  Mr. Hambrecht also serves
as the portfolio manager and managing partner of WR Hambrecht.  He
owns 15,732 shares of Common Stock through a revocable trust.  Mr.
Mayer owns 113,723 shares of Common Stock in his own name and an
additional 50,000 shares of Common Stock through his investment
fund Electric Holdings.  Ms. Hambrecht is the portfolio manager of
WR Hambrecht and also owns 9,832 shares of Common Stock with her
spouse.  Mr. Hullar is a managing partner and chief executive
officer of WR Hambrecht and also owns 98,323 shares of Common Stock
through a trust with his spouse.  Mr. Kramer, a member of the Board
of Directors of HPH, owns 100,000 shares of Common Stock through
Paramour Capital.  Mr. Hambrecht also serves as the president and
chief executive officer of Ironstone Group.  Ironstone Group holds
74,000 shares of Common Stock and 5,000 shares of Common Stock
underlying an option that is vested within 60 days of June 21,
2018.  Mr. Thurston is a director of both Ironstone Group and the
Issuer and owns units of WR Hambrecht.

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

                       https://is.gd/I0HIXF

                       About Arcimoto, Inc.

Headquartered in Eugene, Oregon, Arcimoto, Inc. (NASDAQ: FUV) is
devising new technologies and patterns of mobility that together
raise the bar for environmental efficiency, footprint and
affordability.  Available for pre-order with a target base model
purchase price of approximately $11,900, Arcimoto's Fun Utility
Vehicle is one of the lightest, most affordable, and most
appropriate electric vehicles suitable for the daily driver.  For
more information please visit www.arcimoto.com.

The report from the Company's independent accounting firm
dbbmckennon, the Company's auditor since 2016, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has earned limited revenues
from its intended operations, which raises substantial doubt about
its ability to continue as a going concern.

Arcimoto incurred a net loss of $3.31 million in 2017 and a net
loss of $1.91 million in 2016.  As of March 31, 2018, Arcimoto had
$15.86 million in total assets, $1.98 million in total liabilities
and $13.87 million in total stockholders' equity.


ASP MCS: Moody's Cuts CFR to B3, Outlook Remains Negative
---------------------------------------------------------
Moody's Investors Service downgraded its ratings for ASP MCS
Acquisition Corp., including the company's Corporate Family Rating
(CFR, to B3 from B2) and Probability of Default Rating (PDR, to
B3-PD from B2-PD), and the ratings for its senior secured first
lien credit facilities (to B3 from B2). The ratings outlook remains
negative.

"The downgrades reflect growing financial risk and our expectation
that leverage will remain elevated owing to weakness in operating
performance, a challenging industry environment, weaker liquidity
and the loss of a top customer," according to Moody's analyst
Jonathan Teitel. "The continuing negative outlook incorporates the
risk that liquidity could weaken further as company operations are
expected to remain under pressure," added Teitel.

Moody's took the following rating actions for ASP MCS Acquisition
Corp.:

Downgrades:

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

Corporate Family Rating, downgraded to B3 from B2

Senior Secured Bank Credit Facilities, downgraded to B3 (LGD3)
from B2 (LGD3)

Outlook Actions:

Outlook, remains Negative

RATINGS RATIONALE

MCS' B3 CFR broadly reflects the company's high financial leverage,
a concentrated customer base with limited business scope, and
exposure to low rates of US home mortgage loan delinquencies.
Moody's expects debt/EBITDA will remain over 6x and had previously
cited a leverage level of 5x as prompting consideration for a
prospective ratings downgrade. Moody's expects low rates of
mortgage delinquencies and low default rates to result in ongoing
organic revenue declines. Strength in the housing market has
contributed to low vacancy rates, which also pressures the
company's field service activity levels. At the same time, the
company's title and valuations business has to contend with lower
volumes, as higher interest rates lead to lower refinancing
activity. Customer concentration is a substantial risk to the
business, though partially mitigating this risk are a number of
statements of work (SOW) that MCS holds with each customer. In late
March 2018, the company received notice from a top customer that it
would be terminated, an adverse development for its underlying
credit profile. Notwithstanding lower margins for this former
customer, the loss of this business puts pressure on the company to
offset lost earnings via additional cost reductions and business
wins.

The company benefits from a scalable platform and established
vendor network. Good EBITDA margins provide some support, as does
MCS' variable cost structure owing to its use of subcontractors and
the outsourcing of its field staff. However, Moody's expects
continued weakness in the company's operating performance,
including revenue declines and ongoing pressure on profitability.

Moody's expects the company will have adequate liquidity over the
next 12 months, supported in part by an undrawn $35 million
revolver that doesn't mature until 2022. However, liquidity would
weaken further if the company's operations continues to be
pressured, as the rating agency expects.

The negative ratings outlook specifically reflects Moody's view
that operating performance will remain pressured, and that
liquidity could weaken further over the next 12-18 months.

Factors that could lead to a downgrade include debt/EBITDA
sustained above 6x; further weakening of liquidity, organic revenue
declines or loss of key customers; and/or debt-funded acquisitions
or dividends.

Factors that could lead to an upgrade include debt/EBITDA sustained
below 5x; organic revenue growth; more diversified revenue sources;
and improved liquidity.

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

MCS, headquartered in Lewisville, Texas, provides property
inspection, appraisal and preservation services on behalf of
lenders and loan servicers for homes with defaulted mortgage loans.
The company is owned by affiliates of American Securities LLC.
Revenues for the twelve months ended March 31, 2018 were $368
million.


ASURION LLC: Moody's Affirms B1 CFR & Rates New 1st Lien Loan Ba3
-----------------------------------------------------------------
Moody's Investors Service has affirmed the B1 corporate family
rating and B1-PD probability of default rating of Asurion, LLC
(Asurion) following the company's announcement that it will borrow
an additional $3.75 billion to fund the redemption of certain
equity interests. Moody's has also affirmed Asurion's existing
credit facility ratings (Ba3 first-lien, B3 second-lien) and
assigned a Ba3 rating to its new first-lien term loan. Asurion will
use proceeds from its incremental borrowings plus cash on hand to
fund the redemption of certain equity interests and pay related
fees and expenses. The rating outlook for Asurion is stable.

RATINGS RATIONALE

The proposed transaction is credit negative for Asurion,
representing a sizable increase in debt, to $11.3 billion, and a
large payment to shareholders, said Moody's. However, Asurion has
generally reduced its financial leverage over the past few years,
and the rating agency expects the company to reduce its leverage
after completing this transaction.

Moody's estimates that Asurion had a debt-to-EBITDA ratio below 5x
for the 12 months through March 2018. The proposed transaction will
increase this ratio to 6.5x-7.0x. The rating agency expects that
after closing the transaction, Asurion will reduce its leverage
below 6.5x within a quarter or two through EBITDA growth and modest
debt repayment.

Following the transaction, Asurion will have (EBITDA - capex)
interest coverage of about 2x and a free-cash-flow-to-debt ratio in
the mid-single digits, per Moody's estimates. These metrics
incorporate the rating agency's accounting adjustments for
operating leases and noncontrolling interest expense, and reflect
interest expense mainly on a cash basis to remove the effects of
foreign exchange hedging.

Asurion has continued to add subscribers in the US and
internationally through the first five months of 2018, driving
steady growth in revenue and EBITDA. The company's ratings reflect
its dominant position in mobile device services distributed through
wireless carriers in the US, Japan and other selected international
markets (Mobility segment). The company has a record of efficient
operations, excellent customer service and profitable growth in
Mobility, which accounts for more than 90% of its revenue and
earnings.

Asurion also administers and underwrites extended warranty and
product service and replacement plans mainly in the US (Retail
segment), although it has announced the loss of a major client in
this shrinking segment. Other credit challenges include Asurion's
business concentrations among leading wireless carriers and its
practice of borrowing substantial sums from time to time to help
fund payments to shareholders. Also, risk management becomes a
greater challenge as the firm expands its Mobility business
internationally.

Asurion is owned by a consortium of sovereign wealth funds, pension
funds, private equity firms, and company founders and managers.
Over the past several years, the company has issued significant
debt to facilitate recapitalization transactions, which have
shifted ownership interests away from private equity firms toward
the other categories of owners cited here. The private equity stake
has fallen from a majority to less than 30%.

Factors that could lead to an upgrade of Asurion's ratings include:
(i) debt-to-EBITDA ratio consistently below 5x, (ii) (EBITDA -
capex) coverage of interest exceeding 3.5x, (iii)
free-cash-flow-to-debt ratio above 8%, and (iv) EBITDA margins
exceeding 22%.

Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio remaining above 6.5x, (ii) (EBITDA - capex)
coverage of interest below 2x, (iii) free-cash-flow-to-debt ratio
below 4%, (iv) EBITDA margins below 18%, or (v) loss of a major
carrier relationship.

Moody's has affirmed the following ratings (and loss given default
(LGD) assessments) of Asurion:

Corporate family rating at B1;

Probability of default rating at B1-PD;

$230 million five-year (including $40 million increase and one-year
extension) senior secured first-lien revolving credit facility at
Ba3 (LGD3);

$2.6 billion ($2.5 billion outstanding) senior secured first-lien
term loan maturing in August 2022 at Ba3 (LGD3);

$3.3 billion ($3.2 billion outstanding) senior secured first-lien
term loan maturing in November 2023 at Ba3 (LGD3);

$3.3 billion (including $1.5 billion increase) senior secured
second-lien term loan maturing in August 2025 at B3 (LGD5).

Moody's has assigned the following rating (and LGD assessment) to
Asurion:

$2.25 billion 6.5-year senior secured first-lien term loan at Ba3
(LGD3).

The rating outlook for Asurion is stable.

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in September 2017.

Based in Nashville, Tennessee, Asurion is a global provider of
product protection and support services to the wireless, insurance,
retail and home repair service industries. The group will have
total borrowings of $11.3 billion when it closes the proposed
transaction.



ATLAS EQUITY: Taps Carms Realty as Real Estate Broker
-----------------------------------------------------
Atlas Equity Investments, LLC, received approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Carms Realty
as its real estate broker.

The firm will be paid a commission of 6% to 10% for its services.

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

The firm can be reached through:

     Carmen Pottinger
     Carms Realty
     1790 N. Mastick Way Suite E
     Nogales, AZ 85621

                     Atlas Equity Investments

Based in Nogalez, Arizona, Atlas Equity Investments, LLC, filed a
Chapter 11 petition (Bankr. D. Ariz. Case No. 18-02327) on March
12, 2018, estimating under $1 million in both assets and
liabilities.  The Law Office of Eric Ollason is the Debtor's
counsel.


ATLAS FINANCIAL: A.M. Best Lowers LT Issuer Credit Rating to 'c'
----------------------------------------------------------------
A.M. Best has removed from under review with negative implications
and downgraded the Long-Term Issuer Credit Rating (Long-Term ICR)
to "c" from "b-" of Atlas Financial Holdings, Inc. (Atlas) [NASDAQ:
AFH], the Financial Strength Rating (FSR) to C (Weak) from B (Fair)
and the Long-Term ICRs to "ccc" from "bb" of American Service
Insurance Company Inc. (Schaumburg, IL), American Country Insurance
Company (Elk Grove Village, IL) and Gateway Insurance Company (St.
Louis, MO), collectively referred to as the American Service Pool.
A.M. Best also has removed from under review with negative
implications and downgraded the FSR to C++ (Marginal) from B+
(Good) and the Long-Term ICR to "b" from "bbb-" of Global Liberty
Insurance Company of New York (Global Liberty) (Melville, NY),
another wholly owned subsidiary of Atlas. The outlook assigned to
these Credit Ratings (ratings) is negative.

The ratings of American Service Pool reflect its balance sheet
strength, which A.M. Best categorizes as very weak, as well as its
marginal operating performance, neutral business profile and
marginal enterprise risk management (ERM).

The ratings of Global Liberty reflect its balance sheet strength,
which A.M. Best categorizes as adequate, as well as its marginal
operating performance, limited business profile and marginal ERM.
The ratings also consider significant drag from the lead rating
unit, American Service Pool.

The rating downgrades reflect the significant reserve strengthening
charge taken in the fourth quarter of 2017, primarily due to
Michigan-related claims and non-New York Global Liberty business
written prior to 2016. This reserve strengthening caused
significant operating losses at both companies, year-over-year
decreases in policyholder surplus of 35% at American Service Pool
and 27% at Global Liberty, as well as significantly reduced
risk-adjusted capitalization levels that no longer support the
current ratings. American Service Pool has increased its quota
share reinsurance cession effective April 1, 2018, to mitigate
operating leverage on a going-forward basis.


AVEANNA HEALTHCARE: S&P Alters Outlook to Neg. & Affirms 'B-' CCR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Atlanta-based pediatric
home health provider Aveanna Healthcare LLC to negative from
stable. S&P also affirmed its 'B-' corporate credit rating.

S&P said, "At the same time, we affirmed our 'B-' issue-level
rating on Aveanna's first-lien debt that, pro-forma for
acquisition, will consist of a $75 million revolver, $756 million
term loan (including a $171 million add-on), and $50 million
delayed draw term loan. The '3' recovery rating is unchanged and
denotes our expectation for a meaningful (50%-70%, rounded
estimate: 50%) recovery in the event of a payment default. We also
affirmed our 'CCC' issue-level rating on Aveanna's $240 million
second-lien term loan. The '6' recovery rating is unchanged and
denotes our expectation for negligible (0%-10%, rounded estimate:
0%) recovery in the event of a payment default."

Aveanna announced an agreement to acquire California-based provider
of pediatric home health and employer of record services Premier.
The company plans to finance the acquisition  with an incremental
$171 million first-lien term loan, $50 million first-lien delayed
draw term loan, and $44 million equity issuance.

S&P said, "The negative outlook reflects our view that the
company's very high leverage, combined with persistent execution
risks related to integration of EPIC and PSA as well as the
challenging reimbursement environment in Texas, leaves little room
for error as the company seeks to improve EBITDA such that the
company can generate some positive free cash flow."


AVIATION ENGINEERING: Exclusive Plan Filing Period Moved to June 20
-------------------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida, on June 19, 2018, has entered an order
extending Aviation Engineering Consultants, Inc.'s (a) exclusive
period within which to file a chapter 11 plan through June 20,
2018; (b) deadline to file a plan and disclosure statement through
June 20, 2018; and (c) deadline to achieve confirmation of a plan
of reorganization and final approval of a disclosure statement
through Oct. 5, 2018.

              About Aviation Engineering Consultants

Aviation Engineering Consultants, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-00241) on Jan. 12, 2018.  In the petition signed by Fahim
Avaregan, operations manager and trustee, the Debtor estimated
assets of less than $50,000 and liabilities of less than $500,000.
Judge Caryl E. Delano presides over the case.  Blanchard Law, P.A.,
is the Debtor's bankruptcy counsel.


BAFFINLAND IRON: Moody's Affirms 'Caa1' CFR & Sr. Sec. Notes Rating
-------------------------------------------------------------------
Moody's Investors Service affirmed Baffinland Iron Mines
Corporation's corporate family rating (CFR) at Caa1, its
probability of default rating (PDR) at Caa1-PD, and its senior
secured notes rating at Caa1. At the same time Moody's assigned a
Caa1 rating to Baffinland's US$550 million senior secured notes.
The ratings outlook remains stable.

Proceeds from the new debt issuance will be used to refinance
Baffinland's existing debt and provide cash to the balance sheet.
Moody's will withdraw the ratings of Baffinland's existing $350
million senior secured notes due 2022 upon completion of the
refinancing.

Affirmations:

Issuer: Baffinland Iron Mines Corporation

Probability of Default Rating, Affirmed Caa1-PD

Corporate Family Rating, Affirmed Caa1

Senior Secured Regular Bond/Debenture, Affirmed Caa1 to (LGD4) from
(LGD3)

Assignments:

Issuer: Baffinland Iron Mines Corporation

Senior Secured Regular Bond/Debenture, Assigned Caa1 (LGD4)

Outlook Actions:

Issuer: Baffinland Iron Mines Corporation

Outlook, Remains Stable

RATINGS RATIONALE

Baffinland's Caa1 corporate family rating is constrained by a
concentration of cash flows from one metal (iron ore), which is
volatile, at a very small single mine in a remote location above
the Arctic circle (northern Baffin Island) with shipping
constraints, a limited operating track record, execution risk on
the planned mine expansion, and negative free cash flows expected
over the rating horizon. Providing credit support is the high grade
ore body of the mine, low complexity of the mine operations and the
mine's location in Canada's Nunavut Territory, a politically stable
mining region. Leverage is expected to be about 5x at year end
2018.

Baffinland has adequate liquidity. Following the proposed
refinancing transaction, the company will have $169 million in
available liquidity consisting of cash and availability on its
revolving credit facility. Baffinland also plans to upsize its
credit facility to by $15 million, to $75 million by the end of Q2
2018. Moody's expects that the company will be cash flow negative
of over $100 million in 2018 as it continues to spend on its phased
expansion of its Mary River mine to bring production at to 12Mtpa.
However Baffinland has the flexibility to defer spending and could
only proceed with its expansion plans should it secure additional
committed equity and/or debt in excess of its available liquidity.

The notes will be co-issued by Baffinland Iron Mines Corporation
and Baffinland Iron Mines LP, a limited partnership and will be
senior secured obligations of both. The proposed notes are rated at
the same level as the corporate family rating (CFR, Caa1).

The stable outlook reflects Moody's expectation that leverage
(adjusted debt to EBITDA) will move towards 5x and that
Baffinland's owners' will provide equity contributions for the
company's planned expansion. It also incorporates Moody's belief
the company will not commit to expansion capital expenditures
before funding is committed and it will adjust or slow capital
spending should market conditions deteriorate.

Upward rating pressure is limited at this time due to the
significant capital expenditures required over the next several
years and the single site concentration risk. That said, ratings
could be upgraded once the company successfully expands its
productive capacity and is able to demonstrate an improved
operating cost profile, reduced leverage and adequate liquidity.

The ratings could be downgraded if Baffinland experiences any
significant operational difficulties, adverse iron ore market
conditions, or its existing operations were unable to fund its
operating and interest expenses.

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

Baffinland owns the Mary River iron ore mine at the northern end of
Baffin Island in the Nunavut Territory, Canada. It is 69% owned by
Nunavut Iron Ore (which in turn is owned by The Energy & Minerals
Group) and 31% owned by ArcelorMittal. Production commenced in late
2015 and it produced 4.6 million tonnes in 2017.


BAFFINLAND IRON: S&P Rates New $550MM Secured Notes 'B-'
--------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating and '4'
recovery rating to Baffinland's proposed US$550 million senior
secured notes. The recovery rating indicates our expectation for
average (30%-50%; rounded estimate 35%) recovery in S&P's estimated
default scenario.

At the same time, S&P Global Ratings affirmed its 'B-' long-term
corporate credit rating on Baffinland. The outlook is stable.

Baffinland is proposing to issue US$550 million of senior secured
notes used primarily to retire US$350 million of existing notes and
to repay the US$60 million outstanding under the revolving credit
facility, with the balance used for general corporate purposes.
Concurrently, the company is also proposing to upsize its credit
facility to US$75 million. On completion of the transaction, the
company will have an increased liquidity cushion to cover its
ongoing operating requirements and growth initiatives. S&P said,
"We also expect iron ore prices near current levels will persist
through this year and 2019, leading to earnings and cash flow above
our previous estimates that mitigate the impact of higher debt from
the refinancing transaction on the company's leverage. Our rating
on Baffinland continues to reflect the risks associated with the
company's highly capital-intensive Phase 3 expansion program and
sensitivity to relatively modest changes in iron ore prices."

The stable outlook on Baffinland primarily reflects S&P Global
Ratings' expectation that the company will generate adjusted
debt-to-EBITDA in the 4x-5x range in 2018 and 2019 amid a period of
elevated capital spending. S&P said, "We believe the company will
have sufficient liquidity to fund existing operations over the next
12 months supported by internal cash flow generation and additional
surplus from the refinancing transaction. However, we expect the
company to progress with its Phase 3 expansion program, which will
result in negative free cash flows in 2018 and 2019 and require
funding from external sources as well as accessing committed
sponsor equity. We also expect Baffinland's credit measures to
remain highly sensitive to modest iron ore price fluctuations."

S&P said, "We could downgrade the company if liquidity were to
weaken beyond our expectations, leading to interest coverage below
1.5x, and increased potential for a covenant breach under the
credit facility. In this scenario, we would consider the company's
capital structure as unsustainable and likely a result of benchmark
(62%) iron ore prices and premiums declining by about US$10/mt,
operating costs that exceed our expectations over the next 12
months, or a higher-than-expected amount of debt used to fund
Baffinland's expansion.

"Upside to the rating is considered highly unlikely over the next
12 months, based on the likelihood of high growth capital
expenditures and our view of Baffinland's high sensitivity to iron
ore price fluctuations. Nevertheless, we could raise the ratings if
we expect adjusted debt-to-EBITDA to approach 3x and be sustained
at this level. We would also expect the company to generate
material free cash flows that reduces funding risk associated with
its growth strategy beyond 2018. In our view, this could result
from a significant increase in iron ore prices that exceed our
expectations for a protracted period."


BALDWIN PARK: Aug. 30 Plan Confirmation Hearing
-----------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has issued an order approving the third amended disclosure
statement explaining the plan of reorganization of Baldwin Park
Congregate Home, Inc.

July 30, 2018, is fixed as the deadline for serving and filing
objections to confirmation of the plan, and August 30, 2018 at
10:00 A.M. is fixed as the date of hearing for confirmation of the
plan.

                 About Baldwin Park Congregate Home

Baldwin Park Congregate Home, Inc., owns and operates a skilled
nursing facility in Baldwin Park, California.

Baldwin Park Congregate Home filed for Chapter 11 bankruptcy
protection (Bankr. C.D. Cal. Case No. 17-13634) on March 24, 2017.
In the petition signed by CEO Eileen Cambe, the Debtor estimated
assets in the range of $0 to $50,000 and liabilities of up to $10
million.

The Hon. Julia W. Brand presides over the case.

Giovanni Orantes, Esq., of Orantes Law Firm, is the Debtor's
counsel.

Joseph Rodrigues was appointed Patient Care Ombudsman in the
Chapter 11 Case.


BANFF MERGER: Moody's Assigns B3 CFR & Rates New Unsec. Notes Caa2
------------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Banff Merger Sub Inc., an entity formed to acquire BMC Software
Finance Inc and its related entities. Moody's also assigned a B2
rating to the proposed first lien credit facilities and a Caa2 to
the proposed unsecured notes. The proposed facilities are being
used to finance the acquisition of BMC by private equity firm KKR.
BMC is currently owned by a different group of private equity firms
led by Bain Capital and Golden Gate Capital. At closing of the
transaction, all existing BMC ratings will be withdrawn. Banff
Merger Sub is expected to be merged into Boxer Parent Company,
Inc., the parent of BMC Software Finance Inc and its affiliates
shortly after closing. The ratings outlook is stable.

Ratings Rationale

Banff/BMC's B3 corporate family rating is driven primarily by very
high leverage as a result of the 2018 buyout. The ratings also
consider the strength of BMC's market position as a leading
independent provider of IT systems management software solutions,
the resiliency of its high-margin mainframe software business and
resultant cash generating capabilities. BMC's mainframe business
(including the mainframe portion of workload automation business)
is estimated to generate close to half of the company's operating
profit and cash flow, however it has limited growth prospects.
BMC's free cash flow is expected to be positive but it can swing
significantly based on renewal cycles resulting in free cash flow
to debt levels between 0% and 5%.

The ratings also reflect the challenges of navigating an evolving
IT management market and history of continually restructuring the
business. The IT management software industry is evolving to adapt
to the growing complexity of cloud based, privately hosted, and on
premise IT environments and the established players such as BMC, CA
Inc., IBM and HP Enterprise face increased competition from growing
cloud only players. The company is expected to show modest overall
growth driven by a strong economic environment and refreshed
product mix. Given the evolving nature of the industry, the company
needs to continually introduce new products and features or risk
declines as it experienced after the 2013 buyout.

Leverage at close is approximately 9x (though closer to 7x
excluding certain expenses and pro forma for recent cost cuts). If
current revenue trends continue and restructuring and other unusual
costs fall away, leverage could fall below 7x in FY 2020. Free cash
flow to debt pro forma for the new capital structure was
approximately 3% based on the fiscal year ended March 31, 2018 and
is expected to improve in FY 2019 before declining in FY2020 driven
by timing of renewal contracts.

Liquidity at closing is expected to be good based on approximately
$100 million of cash, an undrawn $400 million revolver and solid
levels of free cash flow over the next year. Free cash flow is
seasonal however and typically negative in the September quarter
and strongly positive in the March and June quarters.

The following ratings were assigned:

Assignments:

Issuer: Banff Merger Sub Inc.

Probability of Default Rating, Assigned B3-PD

Corporate Family Rating, Assigned B3

Senior Secured First Lien Revolver, Assigned B2 (LGD3)

Senior Secured First Lien Term Loan, Assigned B2 (LGD3)

Senior Unsecured Notes, Assigned Caa2 (LGD5)

Outlook Actions:

Issuer: Banff Merger Sub Inc.

Outlook, Assigned Stable

Banff Merger Sub Inc. is an entity formed by private equity fund
KKR to acquire BMC Software Finance Inc and its related entities.
BMC is a provider of a broad range of IT management software tools
and had GAAP revenues of $1.8 billion for the twelve months ended
March 31, 2018. The company is headquartered in Houston, TX.


BASIM ELHABASHY: Selling Cairo Real Property for $50K
-----------------------------------------------------
Basim Elhabashy asks the U.S. Bankruptcy Court for the Southern
District of Florida to authorize the sale of a unit of real
property in Cairo, Egypt, described as Regents Park off of 90
Avenue South, New Cairo, Cairo, Egypt for $50,000.

The Debtor is the owner of 3 units of real property in Cairo, Egypt
as described.  The units are unfinished construction, with dirt
interior walls.   

The Debtor has been trying to sell the units for over 6 months.  He
represents that it is common practice in Egypt to offer property to
many brokers and have the transaction close immediately upon
acceptance.

The Debtor was recently offered the U.S. equivalent of $50,000
(900,000 Egyptian pounds) for one of the units, which sum has been
transferred into his account in Egypt.  The Debtor believes that
the sale price was the highest and best offer Debtor has received
for the unit in its current unfinished condition and accepted the
offer.

There is no recorded lien or traditional mortgage on the property.
The 3 units were purchased by the Debtor using what is a common
payment plan method in Egypt with The International Company for
Real Estate Investment. The monthly payments are drawn from a bank
account in the Debtor's name at National Bank of Egypt, Account No.
4081.  A Transfer of Contract has been prepared, which Debtor will
receive shortly.  All future monthly payments for this particular
unit will cease being withdrawn from the Debtor's account.

The Debtor believes that it was in the best interest of the Estate
to accept the offer and conclude the sale of the unit.  In
addition, the fee to the Broker in the amount of 50,000 Egyptian
pounds (equal to approximately $2,777) will be automatically
deducted from the sale proceeds.  The Broker's name is Amr Hussein
Abdelqavvy, The Next Home Realty, The 7 buildings, Albanafseg
Office #1 Fifth District, New Cairo, Cairo, Egypt.

Counsel for Debtor:

          Jordan L Rappaport, Esq.
          RAPPAPORT OSBORNE & RAPPAPORT, PLLC
          Suite 203, Squires Building
          1300 North Federal Highway
          Boca Raton, FL 33432
          Telephone: (561) 368-2200

Basim Elhabashy sought Chapter 11 protection (Bankr. S.D. Fla. Case
No. 18-15440) on May 7, 2018.  Jordan L. Rappaport, Esq., serves as
counsel to the Debtor.


BAYTEX ENERGY: Moody's Puts B3 CFR Under Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service placed the ratings of Baytex Energy Corp.
under review for upgrade, including the B3 Corporate Family Rating
(CFR), B3-PD Probability of Default Rating (PDR) and Caa1 senior
unsecured rating. Baytex's SGL-3 Speculative Grade Liquidity rating
is unchanged.

Theses rating actions follow the announcement that Baytex and
Raging River Exploration Inc. (Raging River, unrated) have agreed
to a combination in which Baytex will acquire Raging River for
shares and the assumption of about $250 million of Ranging River
debt.

"This transaction improves Baytex's credit metrics because of its
deleveraging nature and strengthens its asset base in the Western
Canadian Sedimentary Basin," said Terry Marshall, Moody's Senior
Vice-President. "The combination diversifies Baytex's production
and reserves, strengthens its liquids production and growth
opportunity and increases its operatorship."

On Review for Upgrade:

Issuer: Baytex Energy Corp.

Corporate Family Rating, Placed on Review for Upgrade, currently
B3

Probability of Default Rating, Placed on Review for Upgrade,
currently B3-PD

Senior Unsecured Notes, Placed on Review for Upgrade, currently
Caa1(LGD4)

Outlook Actions:

Issuer: Baytex Energy Corp.

Outlook, Changed to Rating Under Review from Stable

RATINGS RATIONALE

The review for upgrade reflects the improvement in Baytex's credit
profile as a result of this deleveraging transaction. Baytex will
acquire Raging River in an all-stock transaction and assume
approximately CAD254MM of bank debt, which is outstanding under
Raging River's CAD500MM revolving credit facility. With an 84%
increase in FFO and only a 17% increase in debt, Q1 2018 pro forma
retained cash flow to debt improves to 32% from 20%. The
acquisition enhances and complements Baytex's current assets in the
light and heavy oil resource plays of the Western Canadian
Sedimentary Basin, increasing liquids production to 83% from 79%,
but with a greater mix of more favorably priced light oil and
natural gas liquids. Q1 2018 proforma production will be about
83,000 boe/day, up from 54,000 boe/day (both figures net of
royalties). Baytex will have increased execution risk as it
develops the nascent East Duvernay shale oil play.

The review for upgrade will focus on the combined companies'
production profile, reserves, cash flow including hedges, capital
spending plans, capital efficiency and its capital structure,
including the treatment of the assumed Raging River debt. Moody's
expects to conclude the review upon completion of the acquisition,
which is expected to occur in August 2018, pending shareholder and
regulatory approvals.

Baytex Energy Corp. is a Canadian independent exploration and
production company based in Calgary, Alberta, operating primarily
in the Peace River and Lloydminster areas of the Western Canadian
Sedimentary Basin and the Eagle Ford Shale in Texas. Approximately
80% of Baytex's production is weighted toward crude oil and natural
gas liquids.

Raging River Exploration Inc. is a junior oil and gas producer
based in Calgary, Alberta, focused on extracting resources in the
Kindersley area of Saskatchewan. The company primarily targets the
light oil resource play in the Viking Formation in the Western
Canadian Sedimentary Basin. However, the company has recently added
acreage in the Duvernay Shale, an emerging light oil resource play.
Approximately 92% of Raging River's production is weighted toward
crude oil and natural gas liquids.


BLACK IRON: CML Bid to Amend Affirmative Defenses Rejected
----------------------------------------------------------
Defendant CML Metals Corporation in the case captioned WELLS FARGO
RAIL CORPORATION f/k/a FIRST UNION RAIL CORPORATION and HELM
PACIFIC LEASING, Plaintiffs. v. BLACK IRON, LLC; CML METALS
CORPORATION; PIC RAILROAD, INCL d/b/a CML RAILROAD, INC.; and
GILBERT DEVELOPMENT CORPORATION, Defendants, Adv. Pro. No. 17-2094,
consolidated with Adv. Pro. No. 17-2088 (Bankr. D. Utah) filed a
Motion under Rule 15(a) for Leave to File Amended Answer. CML seeks
to file an amended answer in order to reassert certain affirmative
defenses based on alleged fraud and mistake. The Plaintiffs, Wells
Fargo Rail Corporation and Helm Pacific Leasing objected to the
Motion to Amend on several grounds. Bankruptcy Judge William T.
Thurman denied the Defendant's motion.
???
The affirmative defenses at issue in this proceeding were
originally stricken for failure to plead fraud or mistake with
particularity, which is a requirement of Fed. R. Civ. P. 9(b). It
would be futile now to allow an amendment that also fails to plead
fraud or mistake with particularity, as the amendment could then be
stricken again. Therefore, any proposed amendment would need to
withstand the scrutiny of Rule 9. Accordingly, the Court is
persuaded by the argument of Wells Fargo that the Motion to Amend
should be denied on the basis that the amendments would be futile.

A motion to amend pleadings is not an invitation to rule on the
merits of the proposed amendment. However, the Court does need to
consider whether or not the amendment would be futile. In this
situation, the amendment would be futile if the proposed amended
affirmative defenses are still not able to withstand a challenge
under Bankruptcy Rule 7009, which requires that allegations of
fraud or mistake must be pleaded with particularity.

Rule 9(b) states: "In alleging fraud or mistake, a party must state
with particularity the circumstances constituting fraud or mistake.
Malice, intent, knowledge, and other conditions of a person's mind
may be alleged generally." While this case was specifically
discussing allegations of fraud, the wording of Rule 9 makes it
clear that the same standards that apply to allegations of fraud
also apply to allegations of mistake.

Here, the Court finds that CML's current proposed amendments do not
meet the Rule 9 standard of pleading fraud or mistake with
particularity, and this vagueness would impose a burden on Wells
Fargo, either by necessitating another Rule 9 motion, or by
creating a very difficult task of responding to general allegations
without anything specific. Accordingly, the Court finds that the
Motion to Amend should be denied.

A full-text copy of the Court's Memorandum Decision dated May 25,
2018 is available at https://bit.ly/2JQCIby from Leagle.com.

Wells Fargo Rail Corporation & Helm-Pacific Leasing, Plaintiffs,
represented by Troy J. Aramburu -- taramburu@swlaw.com -- Snell &
Wilmer L.L.P., Bret R. Evans -- bevans@swlaw.com -- Snell & Wilmer,
L.L.P., Douglas Farr -- dfarr@swlaw.com -- Snell & Wilmer L.L.P.,
David E. Fox , Moore & Van Allen & Amy F. Sorenson  --
asorenson@swlaw.com -- Snell & Wilmer.

Black Iron, LLC, Defendant, represented by Dana T. Farmer --
dfarmer@djplaw.com -- Durham Jones & Pinegar, Ralph R. Mabey --
rmabey@kmclaw.com -- Kirton McConkie & Adelaide Maudsley --
amaudsley@kmclaw.com -- Kirton McConkie.

CML Metals Corporation & PIC Railroad, Inc., dba, Defendants,
represented by Brian M. Rothschild -- brothschild@parsonsbehle.com
-- Parsons Behle & Latimer.

Gilbert Development Corporation, Defendant, represented by Dana T.
Farmer, Durham Jones & Pinegar.

                     About Black Iron

Black Iron, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017.
Steve L. Gilbert, its manager, signed the petition.  At the time
of the filing, the Debtor estimated its assets and debts at $1
million to $10 million.

Judge William T. Thurman presides over the case.

The Debtor hired Adelaide Maudsley, Esq., and Ralph R. Mabey, Esq.,
at Kirton McConkie P.C. as bankruptcy counsel.  The Debtor tapped
Gary Thorup, Esq., at Durham Jones to serve as its special
litigation counsel; WSRP, LLC, as its accountant; and Alysen
Tarrant as its environmental consultant.


BLUE DOG AT 399: Taps Atty. Scott Hare as Litigation Counsel
------------------------------------------------------------
Blue Dog at 399 Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Scott Hare, Esq., as
special litigation counsel.

The attorney will represent the Debtor in a lawsuit involving its
former special litigation counsel, Seyfarth Shaw LLC, which
allegedly committed "misrepresentations and other wrongdoings."  

Mr. Hare will charge an hourly fee of $525 for his services.

In a court filing, Mr. Hare disclosed that he neither holds nor
represents any interest adverse to the Debtor's estate.

Mr. Hare can be reached through:

     Scott M. Hare, Esquire
     1806 Frick Building
     437 Grant Street
     Pittsburgh, PA 15219
     Phone: (412) 338-8632
     Email: scott@scottlawpgh.com

                      About Blue Dog at 399

Blue Dog at 399 Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 15-10694) on March 24, 2015.  In the petition signed by
Elizabeth Slavutsky, sole director and shareholder, the Debtor
estimated $1 million to $10 million in assets and liabilities.  

The Hon. Michael E. Wiles presides over the case.  

Blue Dog at 399 in June 2018 tapped Otterbourg P.C. as its new
legal counsel.  Otterbourg replaced Wollmuth Maher & Deutsch LLP,
the firm that has represented the Debtor in its Chapter 11 case
since 2015.

Landlord BP 399 Park Avenue LLC is represented by Menachem J.
Kastner, Esq., and Frederick E. Schmidt, Jr., Esq., at Cozen
O'Connor, PC.


BMC SOFTWARE: S&P Alters Outlook to Negative & Affirms 'B' CCR
--------------------------------------------------------------
S&P Global Ratings today revised its outlook on Houston-based BMC
Software Inc. to negative. S&P affirmed the corporate credit rating
at 'B'.

S&P said, "At the same time, we assigned our 'B' issue-level and
'3' recovery ratings to BMC's $4.775 billion first-lien credit
facilities, which consist of a $400 million five-year revolving
credit facility, a $3.375 billion seven-year U.S.
dollar-denominated term loan, and a EUR855 million seven-year
euro-denominated term loan. The '3' recovery rating indicates our
expectation for meaningful recovery (50%-70%; rounded estimate:
65%) of principal in the event of a payment default.

"We also assigned our 'CCC+' issue-level and '6' recovery ratings
to the company's $1.825 billion senior unsecured notes. The '6'
recovery rating indicates our expectation for negligible recovery
(0%-10%; rounded estimate: 5%) of principal in the event of a
payment default.

"We revised our outlook on BMC Software Inc. because we estimate
this transaction will raise the firm's total debt balance by nearly
$740 million to $6.5 billion (including its $300 million of
preferred equity, which we treated as debt) to the mid- to high-8x
area, and that BMC will have to deliver exceptionally strong
operating performance to reduce leverage below 8x over the next 12
months. We believe the firm has returned to sustainable revenue
growth, as adjusted deferred revenue balances have grown for the
past three years, and consider BMC's very strong profitability to
be a significant credit strength, although we view its ability to
expand margins further without business disruption as limited.
The negative outlook is based on our view that incremental debt
from this transaction will raise BMC's leverage to the mid-8x area,
and that while we believe leverage is likely to return to the high
7x area, failure to execute on growth and margin expansion plans
could raise leverage to over 8x.

"We would likely downgrade BMC if weaker-than-expected operating
performance leads to leverage likely to be sustained over 8x. We
believe that this could result from growth remaining under 3% or a
failure to grow margins beyond current levels. Significant
debt-funded acquisitions could also lead to a downgrade.

"We would consider revising the outlook to stable if BMC is able to
reach growth and margin targets such that leverage would decline
below 8x within 12 months of transaction close, and any
acquisitions do not increase leverage or impede the firm's path
below 8x."


BRUNO HOLDINGS: Depays Buying Suffern Property for $1.15 Million
----------------------------------------------------------------
Bruno Holdings, LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to authorize the sale of the real property
located at 2 South Street, Suffern, New York, Block I, Lots 46 and
48, to Stephan Depay and Carmen Depay for $1.15 million, subject to
higher and better offers.

The Debtor is the owner of the Property.  The Property consists of
a one story commercial building, approximately 10,000 square feet
in size, with four separate commercial units.

The Debtor is currently a party to these 3 leases concerning the
Property:

     a. Tenant: Joseph Orlando & Car Care Plus, Inc., doing
business as Crystal Car Wash
          Lease Term: June 1, 2012 through May 31, 2036
          Monthly Rent: $4,800

     b. Tenant: Buckwild Towing
          Lease Term: Aug. 1, 2013 through Dec. 31, 2021
          Monthly Rent: $2,475

     c. Tenant: Rockiss Estrada Agency, LP
          Lease Term: Feb. 1, 2016 through Jan. 31, 2020
          Monthly Rent: $1,840

The Property is presently encumbered by, at a minimum: (a) three
mortgages held by Sterling National Bank with regard to which
Sterling has filed proofs of claim in the Debtor's case (Claim Nos.
3, 4 and 5) in the total amount of $770,656; and (b) a judgment
originally entered in favor of MGL Building Services of Rockland,
Inc. but now held by Brett Conlrlin with regard to which a proof of
claim was filed in the Debtor's case (Claim No. 6) in the amount of
$687,070.

The Debtor will shortly be filing a proposed chapter 11 plan of
reorganization which will be implemented and funded by way of a
post-confirmation sale of the Property to the Proposed Purchaser or
to the successful bidder at an auction to be conducted in
accordance with bidding and noticing procedures established by an
Order of the Court.

Both prior to and after the Petition Date, the Debtor, with the
assistance of real estate brokers, has been working to find a
suitable purchaser for the Property.  The Property was initially
listed with an asking price of $1.4 million which was reduced in
late November 2017 to $1.35 million.  While the Debtor received
some interest from potential purchasers, no offers at or near its
asking price were received.

In the interim, the Debtor was contacted by the Proposed Purchaser,
who is the principal of Joseph Orlando & Car Care Plus, Inc., doing
business as Crystal Car Wash, the Property's major tenant,
concerning a possible acquisition of the Property.  Arm's-length
negotiations with the assistance of independent counsel ensued as
to mutually agreeable terms of a sale of the Property.  The Debtor
and the Proposed Purchaser subsequently entered into the Contract.

The salient terms of the Contract are:

     a. The Proposed Purchaser will pay the sum of $1.15 million in
consideration of the Debtor's conveyance of its interests in the
Property free and clear of all liens and encumbrances;

     b. The proposed sale is subject to the Proposed Purchaser
obtaining a mortgage from an institutional lender of $1.035 million
for a term of at least 25 years within 60 days of the Contract
being fully executed;

     c. The proposed sale is not subject to any further conditions
other than good and marketable title;

     d. The Property is being sold "As Is" and subject to all
existing leases and tenancies;

     e. The Proposed Purchaser has remitted a good faith deposit in
the amount of $115,000 which is currently being held in escrow by
the Debtor's counsel and will be applied to the amounts payable at
closing;

     f. The closing will take place within 10 days of the entry of
an Order by the Court approving the sale; and

     g. No brokerage commission will be paid in connection with the
sale.

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

   http://bankrupt.com/misc/Bruno_Holdings_119_Sales.pdf

The Proposed Purchaser's $1.15 million offer for the Property
remains subject to any higher or better offers.  As such,
simultaneously with its filing of the Motion, the Debtor is filing
a separate Bid Procedures Motion with the Court asking the entry of
an Order, pursuant to Bankruptcy Rules 2002, 6004 and 9006 and
Local Bankruptcy Rule 6004-1, establishing bidding and noticing
procedures, and scheduling auction and hearing dates, in connection
with the Debtor's proposed sale of the Property.

The Purchaser:

          Stephan and Carmen Depay
          JOSEPH ORLANDO & CARE PLUS, INC.
          2 South St.
          Suffern, NY 10901

                       About Bruno Holdings

Bruno Holdings, LLC, based in Suffern, N.Y., filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-22738) on May 27,
2016.  In the petition signed by Anthony Bruno, managing member,
the Debtor disclosed total assets of $1.10 million and total
liabilities of $763,782.  Judge Robert D. Drain presides over the
case.  Pick & Zabicki, LLP represents the Debtor as bankruptcy
counsel.


BRYAN DEARASAUGH: Deluca Buying Conway Property for $110K
---------------------------------------------------------
Bryan and Karen Dearasaugh asks the U.S. Bankruptcy Court for the
Eastern District of Arkansas to authorize the sale of the real
property located at 241 & 243 Caney Creek and #5, #6, #7, and #12
Nickanna Lane, Conway, Arkansas to Richard Deluca for $110,000.

The Debtors own and manage residential and commercial real estate.
They intend to liquidate a portion of real estate, as part of the
chapter 11 proceedings, which efforts are expected to result in
returns to creditors at a higher rate than dismissal or conversion.
Moreover, due to the need for speed in liquidating certain real
estate which is currently burdensome to the estate, a sale under 11
U.S.C. Section 363 is preferred over a sale pursuant to a chapter
11 plan.

The Debtors have located a prospective Buyer of their assets.  The
prospective Buyer intends to operate the business as a going
concern at its present location in Conway, Arkansas.  On May 18,
2018, the Debtors received from Century 21 Legacy Realty, a draft
Real Estate Contract (Commercial), which outlined the terms under
which Richard Deluca of Deluca Properties, LLC, is willing to
purchase the Debtors' assets for $110,000, with $1,000 earnest
money deposit.  On May 18, 2018, the Debtors and Richard Deluca
signed the Contract.  The Property will be sold free and clear of
all liens and other claims of creditors.

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

        http://bankrupt.com/misc/Bryan_Dearasaugh_368_Sales.pdf

Proceeds from the sale will be paid and distributed at closing as
follows: (a) sale expenses; (b) satisfaction of the outstanding
indebtedness of First Security Bank estimated in the amount of
$95,000; and (c) any excess proceeds are to be paid to the Debtors
and deposited into their DIP account and segregated and only to be
distributed in accordance with further orders of the Court.

For good cause shown, the Debtors ask the provisions of FRBP
6004(g) dealing with the stay of any order authorizing the sale
until the expiration of 10 days after the entry of the Order, be
waived to permit immediate closing per the Contract as soon as
practicable after entry of an Order approving the sale.

Bryan and Karen Dearasaugh sought Chapter 11 protection (Bankr.
E.D. Ark. Case No. 17-10969) on Feb. 20, 2017.  The Debtors tapped
Kevin P. Keech, Esq., at Keech Law Firm, PA, as counsel.


BUCKEYE INC: Doesn't Pay OT to Fluid Technician, Bernstein Claims
-----------------------------------------------------------------
CHARLES BERNSTEIN, JR., individually and on behalf of all others
similarly situated, Plaintiff v. BUCKEYE, INC., Defendant, Case No.
7:18-cv-00097 (W.D. Tex., May 30, 2018) is an action against the
Defendant to recover overtime wages pursuant to the Fair Labor
Standards Act.

Mr. Bernstein Jr. was employed by the Defendant as fluid technician
on May 25, 2015.

Buckeye, Inc. is a corporation organized under the laws of the
State of Texas. [BN]

The Plaintiff is represented by:

          William S. Hommel, Jr., Esq.
          HOMMEL LAW FIRM
          1404 Rice Road, Suite 200
          Tyler, TX 75701
          Telephone: (903) 596-7100
          Facsimile: (469) 533-1618
          E-mail: bhommel@hommelfirm.com



CARPATHIAN ENERGY: Taps John D. Moore as Legal Counsel
------------------------------------------------------
Carpathian Energy Companie Petroliera S.R.L. seeks approval from
the U.S. Bankruptcy Court for the Southern District of Mississippi
to hire John D. Moore, P.A., 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; advise the Debtor regarding issues
related to contract negotiations; and provide other legal services
related to the case.

John Moore, Esq., the attorney who will be handling the case,
charges an hourly fee of $350.  Paralegals charge $110 per hour.

Mr. Moore disclosed in a court filing that he does not represent
any interest adverse to the Debtor and its estate.

The firm can be reached through:

     John D. Moore, Esq.
     John D. Moore, P.A.
     301 Highland Park Cove, Suite B (39157)
     P.O. Box 3344
     Ridgeland, MS 39158-3344
     Telephone: (601) 853-9131
     Facsimile: (601) 853-9139
     E-mail: john@johndmoorepa.com  

                 About Carpathian Energy Companie
                         Petroliera S.R.L.

Carpathian Energy Companie Petroliera S.R.L. offers oil and gas
exploration and production services.

Carpathian Energy Companie Petroliera sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No.
18-02074) on May 25, 2018.  In the petition signed by Alexandru
Popescu, managing member, the Debtor estimated assets of $10
million to $50 million and liabilities of $1 million to $10
million.  Judge Edward Ellington presides over the case.


CASHMAN EQUIPMENT: Taps Skyway Classics as Broker
-------------------------------------------------
Cashman Equipment Corp. President James Cashman seeks approval from
the U.S. Bankruptcy Court for the District of Massachusetts to hire
a broker.

Mr. Cashman, one of the debtors, proposes to employ Skyway Classics
to sell a 1938 Packard Eight he owns at a private sale.

Skyway will receive a commission of 10% of the gross proceeds from
the sale, payable at the time of closing.

John Hayes, a member of Skyway, 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:

     John Hayes
     Skyway Classics
     1800 14th Avenue E
     Palmetto, FL 34221

                   About Cashman Equipment Corp.

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

Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9,
2017.

The petitions were signed by James M. Cashman, the Debtors'
president.  Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204).  The cases are jointly
administered.

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

Judge Melvin S. Hoffman presides over the cases.

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

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


CAVIUM INC: S&P Puts 'BB-' CCR on CreditWatch Positive
------------------------------------------------------
S&P Global Ratings placed its 'BB-' corporate credit rating on San
Jose, Calif.-based semiconductor manufacturer Cavium Inc., on
CreditWatch with positive implications.

S&P said, "The CreditWatch placement follows the assignment of our
'BBB-' corporate credit rating to Marvell Technology Group Ltd.,
and the announcement of Marvell's proposed $6 billion acquisition
of Cavium Inc. (BB-/Pos/--). Following the close of the
transaction, we will withdraw all of our ratings on Cavium as all
debt will be repaid.

"We will monitor the pending merger transaction and we expect to
withdraw our corporate credit rating on Cavium upon close. Marvell
anticipates the transaction to close in mid-2018 subject to receipt
of all regulatory approvals."



CELADON GROUP: Amends Credit Facility to Extend Covenant Relief
---------------------------------------------------------------
Celadon Group, Inc., provides certain updates with respect to its
previously disclosed refinancing process and a related amendment to
its existing credit agreement.

As previously disclosed, Celadon is in the process of pursuing $300
million of new financing, consisting of a $100 million revolving
asset-based credit facility and a $200 million term loan and equity
financing, which will refinance and replace the Company's existing
credit facility.  The Company is continuing to negotiate the
definitive transaction documents and work towards satisfying the
other conditions to closing the refinancing.

In connection with the refinancing process, on June 15, 2018, the
Company entered into a Tenth Amendment to Amended and Restated
Credit Agreement by and among the Company, certain subsidiaries of
the Company as guarantors, Bank of America, N.A., as lender and
Administrative Agent, Wells Fargo Bank, N.A., and Citizens Bank,
N.A., both as lenders, which amends the Company's existing Amended
and Restated Credit Agreement dated Dec. 12, 2014.  Among other
changes, the Amendment extends the existing deadline for certain
actions relating to the Company's refinancing process.  In
particular, the Amendment extended from June 15, 2018 to July 13,
2018 the date on which (i) a higher asset coverage ratio applies,
(ii) the company is required to pursue alternative transactions
intended to refinance or repay the obligations under the Credit
Agreement, (iii) the Company is required to take steps to implement
a cash dominion arrangement under the Credit Agreement, (iv) the
Lenders will accept subordinated promissory notes totaling $2.6
million in satisfaction of existing accrued fees, with the
remaining $6.1 million of fees being waived, and (iv) certain
specified asset dispositions must be completed in order for the
maximum outstanding indebtedness and loan sub-limit to be reduced
by an amount equal to 60% of the net proceeds from such
dispositions rather than 100%.  The Company expects to close the
refinancing on or prior to this date and expects to have adequate
operating liquidity through closing.

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

                   https://is.gd/T37jlu

                      About Celadon

Celadon Group, Inc. -- http://www.celadongroup.com/-- provides
long haul, regional, local, dedicated, intermodal,
temperature-protect, and expedited freight service across the
United States, Canada, and Mexico.  The Company also owns Celadon
Logistics Services, which provides freight brokerage services,
freight management, as well as supply chain management solutions,
including logistics, warehousing, and distribution.  The Company is
headquartered in Indianapolis, Indiana.

In a press release dated April 2, 2018, Celadon stated that based
on issues identified in connection with the Audit Committee
investigation and management's review, financial statements for
fiscal years ended June 30, 2014, 2015, 2016, and the quarters
ended Sept. 30 and Dec. 31, 2016, will be restated.  Celadon's new
senior management team, led by the Company's new chief financial
officer and new chief accounting officer, commenced a review of the
Company's current and historical accounting policies and
procedures.  The internal investigation and management review have
identified errors that will require adjustments to the previously
issued 2014, 2015, 2016, and 2017 financial statements.    

On March 30, 2018, the Company entered into an Eighth Amendment to
its Amended and Restated Credit Agreement.  The Amendment extended
the existing financial covenant relief through April 30, 2018, with
the principal purpose of permitting the Company and the revolving
lenders to evaluate the recently received refinancing proposal.

On April 18, 2018, Peter Elkins, lead analyst at the New York Stock
Exchange LLC, filed a Form 25 with the Securities and Exchange
Commission notifying the removal from listing or registration of
Celadon's common stock on the Exchange.


CELL SCIENCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Cell Science Systems Corporation
        852 S. Military Trail
        Deerfield Beach, FL 33442

Business Description: Cell Science Systems Corporation --
                      https://cellsciencesystems.com --
                      is a speciality clinical laboratory that
                      develops and performs laboratory testing in
                      immunology and cell biology supporting the
                      personalized treatment and prevention of
                      chronic disease.  Cell Science Systems
                      operates a CLIA certified laboratory and is
                      a FDA inspected and registered cGMP medical
                      device manufacturer meeting ISO EN13485
                      standards.

Chapter 11 Petition Date: June 22, 2018

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Case No.: 18-17541

Judge: Hon. Raymond B. Ray

Debtor's Counsel: Robert C Furr, Esq.
                  FURR & COHEN
                  2255 Glades Rd #301E
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: ltitus@furrcohen.com

Total Assets: $410,323

Total Liabilities: $1.96 million

The petition was signed by Roger Deutsch, 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/flsb18-17541.pdf


CGH CARPET: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: CGH Carpet & Upholstery Care, Inc.
        1601 Mary's Avenue
        Pittsburgh, PA 15215

Business Description: CGH Carpet & Upholstery Care, Inc.
                      is a privately held company in Pittsburgh,
                      Pennsylvania, engaged in the business of
                      providing carpet and upholstery cleaning
                      services.

Chapter 11 Petition Date: June 22, 2018

Case No.: 18-22520

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Hon. Thomas P. Agresti

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO VALENCIK
                  428 Forbes Ave., Suite 900
                  Pittsburgh, PA 15219
                  Tel: 412-232-0930
                  Fax: 412-232-3858
                  E-mail: dcalaiaro@c-vlaw.com

Total Assets: $353,389

Total Liabilities: $1.41 million

The petition was signed by Gregory C. Heibert, 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/pawb18-22520.pdf


CHEFS' WAREHOUSE: S&P Raises CCR to 'B+', Outlook Stable
--------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Ridgefield, Conn.-based The Chefs' Warehouse Inc. to 'B+' from 'B'.
The outlook is stable.

S&P said, "At the same time, we raised our issue-level rating on
the company's first-lien debt (which consists of a $305 million
senior secured term loan and $50 million senior secured delayed
draw term loan) to 'B+' from 'B'. The recovery rating on the
first-lien debt remains '3', indicating our expectation for
meaningful recovery (50%-70%, rounded estimate: 60%) in the event
of a default. Total debt outstanding as of March 31, 2018 was about
$317 million."

The upgrade reflects Chefs' Warehouse's steady profit growth,
strengthening credit metrics, and moderating financial policies.
S&P said, "While we believe tuck-in acquisitions will remain an
important part of the company's growth strategy, we do not expect
it would transact large debt-financed acquisitions that result in
leverage sustained above 5x. The company's recent modestly sized
equity offering, which we believe was completed to help finance
future acquisition opportunities, supports our view. We recognize
the entrance of activist investor Legion Partners, which appointed
two new board directors early this year, but we believe the
investor is operationally focused and will not negatively influence
the company's financial policies. We now forecast leverage to be in
the mid-4x area by fiscal year-end 2018."

S&P said, "The stable outlook reflects our expectation that Chefs'
Warehouse will maintain consistent financial policies, such that
leverage is sustained below 5x. This includes our view that the
company will remain focused on growth both organically and through
tuck-in acquisitions, and that shareholder returns will not be a
priority in the near term. We also believe the company will
maintain healthy and consistent profit margins by successfully
managing moderate food and fuel cost inflation.

"We could lower the ratings if we forecast debt to EBITDA will be
sustained above 5x, which could occur if the company adopts more
aggressive financial policies (a large debt-financed acquisition or
shareholder payment, for example), or if it struggles to manage
food input cost volatility or integration of future acquisitions.
We estimate leverage could increase to 5x if debt increases by
about $50 million or EBITDA declines by about 15%.

"Although unlikely over the next 12 months, we could raise our
ratings on Chefs' Warehouse if we reassess our view of its business
favorably. We would base this on meaningfully increased scale and
geographic diversification, improved route density, and a
demonstrated track record of managing input cost
fluctuations???particularly proteins. This would also be predicated
on the company maintaining leverage well below 5x."


CITY HOME CARE: July 26 Plan Confirmation Hearing
-------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi issued an order conditionally
approving the disclosure statement explaining City Home Care, LLC's
amended plan.

July 17, 2018 is fixed as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the amended plan.  July 26, 2018 at 10:00 A.M. is fixed for the
hearing on the final approval of the disclosure statement and
hearing on the confirmation of the amended plan.

                     About City Home Care LLC

City Home Care, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-14302) on Nov. 10,
2017.  In the petition signed by Cherryl Jones, its managing
member, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000.  Judge Jason D. Woodard presides
over the case.  James W. Amos, Esq., who has an office in Hernando,
Mississippi, serves as the Debtor's bankruptcy counsel.


COBRA WELL: Seeks Authorization on Cash Collateral Use
------------------------------------------------------
Cobra Well Testers, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Wyoming to use cash collateral
to pay its actual, necessary, postpetition expenses until August
30, 2018.

The Debtor plans to continue operation of its business throughout
the chapter 11 case and propose a plan of reorganization which
provides for the continuation of the Debtor's business. The Debtor
intends to sell unused and excess equipment to pay down secured
debts, and then restructure remaining debts through future revenue.
Through a Plan, secured creditors (including the Internal Revenue
Service) will be paid in full, and unsecured creditors will see a
meaningful recovery on account of their claims.

The Debtor has estimated its total asset value on the Petition Date
is approximately $3,300,000.00, based on a previous appraisal,
comprised primarily of the Debtor's equipment and other personal
property. As of the Petition Date, the Debtor also had funds in
bank accounts of approximately $1,000, and had account receivables
of approximately $27,500.

The Debtor represents that it is replacing its accounts and cash in
the ordinary course of its operations on a daily basis.

The Debtor acknowledges that: (i) ANB Bank asserts a valid and
perfected security interest in all of Debtor's inventory, accounts
and other rights to payment, general intangibles and equipment,
(ii) the security interests granted to ANB Bank by the Debtor also
includes the proceeds and products from the above property, and all
such property securing the Indebtedness owing by the Debtor to ANB
Bank is; and (iii) the amount of the indebtedness owing to ANB Bank
on the Petition Date totals approximately $1,400,000 plus accruing
interest, costs and attorneys' fees.

The Debtor believes that the Bank holds valid, perfected liens and
security interests in substantially all of Debtor's property and
assets and all proceeds thereof, including without limitation all
cash collateral.

ANB Bank's valuation of the cash collateral is over $1,400,000
higher than Debtor's value of the same. Less than one month ago, on
May 18, 2018, ANB Bank filed a complaint and affidavit in support
of motion for prejudgment interest writ of replevin with the
District Court for the Seventh Judicial District of Natrona County,
Wyoming. The Affidavit incorporates the ANB Bank's valuation of the
cash collateral as $4,744,465. Thus, Using either ANB Bank's
$4,744,465 value or the Debtor's $3,300,000 value, the total value
of the cash collateral far exceeds the amount of ANB Bank's secured
claim.

The Internal Revenue Service filed a federal tax lien against the
Debtor's personal property. Thus, the IRS also holds a secured
claim on substantially all of Debtor's property and assets, and the
proceeds therefrom, including without limitation all cash
collateral. The Debtor's books and records reflect the IRS is owed
approximately $680,000 as of the Petition Date. ANB Bank asserts
that its lien in cash collateral is superior to the IRS lien in
cash collateral with the exception of certain title vehicles.

To the extent of any diminution in value resulting from the use of
cash collateral, ANB Bank (and if applicable, the IRS) would be
granted and provided with a security interest in and lien upon all
pre-petition and post-petition accounts, furniture, fixtures,
equipment and general intangibles and all proceeds thereof and all
proceeds of the Cash Collateral.

Further, to the extent that there is a diminution in the value of
ANB Bank's (and if applicable, the IRS) cash collateral after the
Petition Date that is not offset by the value of the Adequate
Protection Collateral, ANB Bank (and if applicable, the IRS) is
entitled to request an allowed super-priority administrative claim
pursuant to Section 507(b) of the Bankruptcy Code. However, ANB
Bank's (and if applicable, the IRS) super-priority administrative
claim will be subordinate to all statutory fees payable to the
United States Trustee.

In addition to the adequate protection identified above, ANB Bank
(and if applicable, the IRS) will be adequately protected by an
equity cushion in the Debtor's assets of no less than 50% of the
value of ANB Bank's (and if applicable, the IRS) claim.

A full-text copy of the Cash Collateral Motion is available at

           http://bankrupt.com/misc/wyb18-20449-15.pdf

                   About Cobra Well Testers

Cobra Well Testers, LLC, provides high pressure well testing
services to the oil and gas industry.  It was established in 1999
to initially service the Muddy Ridge gas field in Western Wyoming.
Since then, the company has expanded to complete work in multiple
oil and gas basins throughout the Rockies.

Cobra Well Testers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20449) on May 31, 2018.
In the petition signed by Yavette Bailey, member, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.  

Judge Cathleen D. Parker presides over the case.


COLIMA BBQ: Trustee Taps Coldwell Banker as Broker
--------------------------------------------------
Timothy Yoo, the Chapter 11 trustee for Colima BBQ Inc., seeks
approval from the U.S. Bankruptcy Court for the Central District of
California to hire a broker.

The trustee proposes to employ Coldwell Banker Commercial Wilshire
Properties in connection with the sale of its Korean barbeque
restaurant located at 18751 E. Colima Road, Rowland Heights,
California.  The restaurant conducts business under the name Red
Castle 1.

Coldwell Banker will get a commission of 10% of the sales price or
$12,000, whichever is greater, to be paid upon the closing of the
sale.  The firm has recommended a starting listing price of
$250,000 for the business.

Ryan Oh, managing director of Coldwell Banker, 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:

     Ryan Oh
     Coldwell Banker Commercial Wilshire Properties
     3731 Wilshire Boulevard, Suite 820
     Los Angeles, CA 90010
     Mobile: (213) 804-7548
     Office: (213) 637-1112
     Email: roh@cbcwilshire.com

                       About Colima BBQ

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

Colima BBQ filed a voluntary petition under Chapter 7 of the
Bankruptcy Code on Jan. 26, 2018.  Following a hearing on April 6,
2018, the case was converted to one under Chapter 11 (Bankr. C.D.
Cal. Case No. 18-10888).  

Timothy J. Yoo was appointed Chapter 11 trustee for the Debtor.
The Trustee hired Levene, Neale, Bender, Yoo & Brill LLP as his
legal counsel.


COMFORT HOLDING: Moody's Lowers CFR to Caa1, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded Comfort Holding, LLC's
Corporate Family Rating (CFR) to Caa1 from B3 and the Probability
of Default Rating to Caa1-PD from B3-PD. This action was prompted
by the company's very high financial leverage. The rating outlook
is stable.

Leverage has increased to around 9.0 times debt to EBITDA due to
high raw material costs. "We had expected leverage to approach 6.0
times in 2018 from a combination of earnings growth and debt
repayments with internally generated cash," said Kevin Cassidy,
Senior Credit Officer at Moody's. "But we now expect leverage to
remain above 8.0 times for the next year or so and not fall below
8.0 times until 2020," he stated.

The following ratings were downgraded:

Comfort Holding, LLC:

Corporate Family Rating to Caa1 from B3;

Probability of Default Rating to Caa1-PD from B3-PD;

$450 million secured 1st lien term loan due 2024 to Caa1 (LGD 4)
from B3 (LGD 4);

$100 million secured 2nd lien term loan due 2025 to Caa3 (LGD 6)
from Caa2 (LGD 6);

The rating outlook is stable.

RATINGS RATIONALE

The Caa1 CFR reflects the company's high financial leverage with
debt to EBITDA of approximately 9 times, modest scale and narrow
product focus in the foam supply industry. The rating also reflects
the company's exposure to changes in the price of chemical raw
materials. This can lead to volatility in financial results as
evidenced in the sharp earnings decline during 2017. The rating
further reflects susceptibility to discretionary consumer spending
through the company's bedding retail and commercial customers, and
risks associated by being owned by a private equity firm. Comfort
Holding's rating benefits from its good market position within the
foam supply industry and good reputation with its customers.
Comfort Holdings' credit metrics need to be stronger than similarly
rated consumer durables companies because of its small size,
history of earnings volatility and high customer concentration.

The stable outlook reflects Moody's expectation that Comfort
Holding's scale will remain modest and leverage very high over the
next 12-18 months.

Ratings could be downgraded if Comfort's revenues and earnings fail
to improve in 2019 or if the company's liquidity weakens. Ratings
could also be downgraded if the rating agency views Comfort's
capital structure as becoming unsustainable.

Comfort's ratings could be upgraded if its operating performance
significantly improves and debt to EBITDA is sustained below 7
times.



CONTINENTAL CARWASH: Taps David Johnston as Bankruptcy Attorney
---------------------------------------------------------------
Continental Carwash Partners received approval from the U.S.
Bankruptcy Court for the Eastern District of California to hire
David Johnston, Esq., as its bankruptcy attorney.

Mr. Johnston will advise the Debtor regarding its duties under the
Bankruptcy Code; review proofs of claim; assist in any potential
sale of its assets; prepare a plan of reorganization; and provide
other legal services related to its Chapter 11 case.

The hourly rate for Mr. Johnston's services is $360.  Prior to the
petition date, he received $3,000 from the Debtor for his
pre-bankruptcy services, and $1,717 for the filing fee.  

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

Mr. Johnston maintains an office at:

     David C. Johnston, Esq.
     1600 G Street, Suite 102
     Modesto, CA 95354
     Tel: 209-579-1150
     Fax: 209-579-9420

                About Continental Carwash Partners

Continental Carwash Partners operates a limited service carwash in
Manteca, California, where drivers stay in their cars while the
exterior is cleaned through an automated process.  Interior
cleaning is at the option of the customer with vacuums available
for self-service.

Continental Carwash previously sought bankruptcy protection (Bankr.
E.D. Cal. Case No. 16-22597) on April 23, 2016, and (Bankr. E.D.
Cal. Case No. 11-32921) on May 24, 2011.

Continental Carwash sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-22240) on April 15,
2018.  In the petition signed by Dean Hanson, managing partner, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.  Judge Christopher M.
Klein presides over the case.


CORE TECH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Core Tech Solutions, Inc.
        50 Lake Drive
        East Windsor, NJ 08520

Business Description: Privately owned Core Tech Solutions, Inc.,
                      is an integrated transdermal research,
                      development, and manufacturing company that
                      offers a range of proprietary and generic
                      controlled-release patch products.  Founded
                      in June 1998, Core Tech is a key player
                      in transdermal drug delivery systems with
                      expertise in membrane-controlled and matrix-
                      controlled formulations.  The company's
                      services range from development to scale-up
                      and commercial manufacturing.  Visit
                      http://www.coretechtherapeutics.comfor
                      more information.

Chapter 11 Petition Date: June 21, 2018

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

Case No.: 18-22554

Judge: Hon. Kathryn C. Ferguson

Debtor's Counsel: David L. Stevens, Esq.
                  SCURA, WIGFIELD, HEYER, STEVENS
                  & CAMMAROTA, LLP
                  1599 Hamburg Turnpike
                  Wayne, NJ 07470
                  Tel: 973-696-8391
                  Email: dstevens@scuramealey.com
                         ecfbkfilings@scuramealey.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kirti H. Valia, Phd, 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/njb18-22554.pdf


CORP REALTY: Taps Alexandria C. Phillips as Special Counsel
-----------------------------------------------------------
Corp Realty USA, LLC, seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire the Law Offices of
Alexandria C. Phillips as special counsel.

The firm will represent the Debtor in a lawsuit it filed against
Franklin Advantage, Inc. and several others in the Superior Court
of California for the County of Los Angeles (Case No. SC12941).

Phillips will charge an hourly fee of $350.  Edgar Meinhardt,
managing member of the Debtor, paid the firm a retainer in the sum
of $5,000.
2
Alexandria Phillips, Esq., owner of the firm, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Alexandria C. Phillips, Esq.
     Law Offices of Alexandria C. Phillips
     P.O. Box 4795
     Laguna Beach, CA 92652
     Tel: 949.533.6112
     Fax: 949.266.9230

                      About Corp Realty USA

Corp Realty USA, LLC, a lessor of real estate, owns in fee simple a
property located at 10936 Pacific View Drive, Malibu, California,
valued at $13.50 million.  Corp Realty USA sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
18-10741) on May 10, 2018.  In the petition signed by Edgard
Augusto Meinhardt Iturbe, managing member, the Debtor disclosed
$13.50 million in assets and $5.49 million in liabilities.  Judge
Deborah J. Saltzman presides over the case.


CUISINE365 LLC: Taps Demetrius J. Parrish as Legal Counsel
----------------------------------------------------------
Cuisine365, LLC seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to hire the Law Office of
Demetrius J. Parrish, Jr. as its legal counsel.

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

Parrish will charge an hourly fee of $300 for its services.  The
firm received a retainer in the sum of $2,000 from the Debtor.

Demetrius Parrish, Jr., Esq., disclosed in a court filing that he
does not represent any interest adverse to the Debtor and its
estate.

The firm can be reached through:

     Demetrius J. Parrish, Jr., Esq.
     Law Office of Demetrius J. Parrish, Jr.
     7715 Crittenden Street, Suite 360
     Philadelphia, PA 19118
     Tel: (215) 735-3377
     Fax: (215) 827-5420  
     Email: djpesq@gmail.com

                       About Cuisine365 LLC

Cuisine365, LLC is a Pennsylvania limited liability corporation
that operates restaurants in the Philadelphia area.  Cuisine365
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Pa. Case No. 18-13727) on June 5, 2018.  In the petition
signed by Frank Battista, managing member, the Debtor estimated
assets of less than $50,000 and liabilities of less than $1
million.  Judge Eric L. Frank presides over the case.  The Law
Office of Demetrius J. Parrish, Jr., is the Debtor's counsel.


DPW HOLDINGS: Reduces Stake in WSI to 0% After Rejected Bid
-----------------------------------------------------------
DPW Holdings, Inc., reported in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of April 4, 2018, it
beneficially owns 100 shares of common stock of WSI Industries,
Inc., which represents 0.0034% (based on 2,970,283 shares of common
stock outstanding as of June 12, 2018).

The Schedule 13D/A was filed to report a series of transactions in
which DPW Holdings sold an aggregate of 275,205 shares of the
Issuer's Common Stock and purchased an aggregate of 3,200 shares of
Common Stock in the open market since its Schedule 13D/A filed with
the SEC on March 13, 2018 and, therefore, presently owns an
aggregate of 100 shares of Common Stock.

Milton C. Ault III, the chief executive officer of DPW Holdings,
sent a letter dated Feb. 16, 2018 that arrived on Feb. 20, 2018 to
Michael J. Pudil, the chairman and chief executive officer of WSI
Industries, which letter set forth the Reporting Person's intention
at the time to, among other items, commence a tender offer to
acquire a majority of the issued and outstanding shares of Common
Stock at the proposed purchase price of $6.00 per share in cash.

On Feb. 26, 2018, WSI Industries delivered a letter to DPW Holdings
requesting information regarding the Reporting Person's plans and
proposals relating to the Company and its shareholders.  On March
4, 2018, DPW Holdings sent a letter dated March 4, 2018 to Mr.
Pudil, which letter sets forth the detailed response of the
Reporting Person to the Issuer.
  
On March 9, 2018, WSI Industries delivered a letter to DPW Holdings
inviting Mr. Ault to attend, on behalf of the Reporting Person, the
meeting of the Board of Directors of the Issuer on March 16, 2018
and requested that the Reporting Person withdraw its demand for a
special meeting of the shareholders of the Issuer.  On March 12,
2018, the Reporting Person sent a letter to Mr. Pudil, which letter
set forth Mr. Ault's plan to attend the annual meeting of the
Issuer and withdrawal of the Reporting Person's demand for a
special meeting of the shareholders.

On March 19, 2018, WSI Industries delivered a letter to DPW
Holdings which stated that the Issuer's Board of Directors and
Special Committee have determined that the Reporting Person had not
made a good faith proposal to acquire the shares of Common Stock in
the proposed tender offer and that the Reporting Person had not
made a bona fide written offer to make a control share acquisition.
While the reporting Person strongly disagrees with the conclusion
reached by the Issuer's Board of Directors and Special Committee,
the Reporting Person no longer desires to acquire a controlling
interest in the Issuer and has decided to reduce its beneficial
ownership of the shares of Common Stock as it has lost confidence
in the notion that its acquisition of a majority of the issued and
outstanding shares of Common Stock in the Issuer would be in the
Reporting Person's stockholders' best interest.

A full-text copy of the regulatory filing is available for free at:
https://is.gd/G16jEl

                      About DPW Holdings

Headquartered in Fremont, California, DPW Holdings, Inc.,  formerly
known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a
diversified holding company that, through its wholly owned
subsidiary, Coolisys Technologies, Inc., is dedicated to providing
technology-based solutions where innovation is the main driver for
mission-critical applications and lifesaving services.  Coolisys'
growth strategy targets core markets that are characterized by
"high barriers to entry" and include specialized products and
services not likely to be commoditized.  Coolisys through its
portfolio companies develops and manufactures cutting-edge resonant
switching power topologies, specialized complex high-frequency
radio frequency (RF) and microwave detector-log video amplifiers,
very high-frequency filters and naval power conversion and
distribution equipment.  Coolisys services the defense, aerospace,
medical and industrial sectors.

DPW Holdings incurred a net loss of $10.89 million in 2017
following a net loss of $1.12 million in 2016.  As of March 31,
2018, DPW Holdings had $38.49 million in total assets, $16.66
million in total liabilities and $21.83 million in total
stockholders' equity.

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


DRAGONFLY GRAPHICS: Taps Ruff & Cohen as Legal Counsel
------------------------------------------------------
Dragonfly Graphics, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Florida to hire Ruff & Cohen,
P.A. as its legal counsel.

The firm will advise the Debtor concerning the operation of its
business in compliance with Chapter 11; assist in the preparation
of a plan of reorganization; and provide other legal services
related to its bankruptcy case.

Lisa Cohen, Esq., the attorney who will be handling the case,
charges an hourly fee of $325.  Her firm received a retainer in the
sum of $15,000, plus $1,717 for the filing fee.

Ruff & Cohen does not hold any interest adverse to the Debtor's
estate, according to court filings.

The firm can be reached through:

     Lisa C. Cohen, Esq.
     Ruff & Cohen, P.A.
     4010 Newberry Road, Suite G
     Gainesville, FL 32607
     Tel: (352) 376-3601
     Fax: (352) 378-1261
     Email: lisacohen@bellsouth.net

                   About Dragonfly Graphics Inc.

Dragonfly Graphics, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-10155) on June 12,
2018.  In the petition signed by Joy Revels, president, the Debtor
estimated assets of less than $100,000 and liabilities of less than
$1 million.


DU-RITE COMPANY: Taps Furr Cohen as Legal Counsel
-------------------------------------------------
Du-Rite Company seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to hire Furr Cohen, P.A., as its
legal counsel.

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

The firm will charge these hourly rates:

        Robert Furr         $650  
        Charles Cohen       $550  
        Alvin Goldstein     $550  
        Alan Crane          $500
        Marc Barmat         $500
        Aaron Wernick       $500
        Jason Rigoli        $350
        Paralegals          $150

Furr Cohen received an initial retainer in the sum of $10,000.

Aaron Wernick, Esq., at Furr Cohen, disclosed in a court filing
that neither he nor his firm represents any interest adverse to the
Debtor and its estate.

The firm can be reached through:

     Aaron A. Wernick, Esq.
     Furr Cohen, P.A.
     2255 Glades Road, Suite 301E
     Boca Raton, FL 33431
     Phone: (561) 395-0500
     Fax: (561) 338-7532
     Email: awernick@furrcohen.com

                       About Du-Rite Company

Du-Rite Company conducts its business under the name Denny's
Classic Diner located at 925 Duval Street, Key West, Florida.

Du-Rite Company sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-17194) on June 15,
2018.

In the petition signed by Stan Jackowski, president, the Debtor
disclosed $69,884 in assets and $1,257,193 in liabilities.  

Judge Robert A. Mark presides over the case.


DUBLIN MANAGEMENT: Taps Connolly Grady as Accountant
----------------------------------------------------
Dublin Management Associates of NJ, Inc., seeks approval from the
U.S. Bankruptcy Court for the District of New Jersey to hire
Connolly, Grady & Cha, P.C. as its accountant.

The firm will prepare all the corporate state and federal taxes for
the Debtor.  Connolly will be paid a flat fee of $6,000.

Frank Grady, a certified public accountant employed with Connolly,
disclosed in a court filing that his firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

Connolly can be reached through:

     Frank Grady
     Connolly, Grady & Cha, P.C.
     453 Baltimore Pike, 2nd Floor
     Springfield, PA 19064

                About Dublin Management Associates

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

Dublin Management Associates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 18-14501) on March 7,
2018.  In the petition signed by Michael Carrozza, president and
CEO, the Debtor $1 million to $10 million in assets and $1 million
to $10 million in liabilities.  The Hon. Christine M. Gravelle
presides over the case.  

The Debtor hired Albert A. Ciardi, III, Esq. of Ciardi Ciardi &
Astin, P.C. as bankruptcy counsel.

An official committee of unsecured creditors was appointed in the
Debtor's case. The Committee retained Trenk, DiPasquale, Della Fera
& Sodono, P.C., as its legal counsel.


DUSAN PITTNER: District Court Nixes Mortgagees' Bid to Dismiss Suit
-------------------------------------------------------------------
Senior District Judge Rya W. Zobel denied the Defendants' motion to
dismiss the case captioned DUSAN PITTNER, v. CASTLE PEAK 2012-1
LOAN TRUST and SELENE FINANCE LP, Civil Action No. 17-11009-RWZ,
No. 17-11129-RWZ., 16-10844-RWZ (D. Mass.).

Pursuant to a plan entered in a Chapter 11 bankruptcy on July 17,
2013, plaintiff made regular payments to mortgagee defendants.
Plaintiff co-signed the mortgage with his ex-wife, but she alone
signed the note. Accordingly, defendants have taken the position
that the ex-wife is the sole borrower, and plaintiff is not
entitled to information about the loan. He thus did not receive
defendants' notices of default concerning escrow amounts for taxes
and insurance beyond the principal amounts plaintiff was paying,
and filed a three-count complaint essentially seeking to compel
defendants to accept his payments and communicate with him about
the loan.

Defendants move to dismiss plaintiff's complaint, arguing that he
lacks standing to enforce rights regarding a loan for which he was
never a borrower and for which his personal liability was
discharged in bankruptcy. They further contend that no contract
exists because the bankruptcy court never confirmed the Chapter 11
plan. Although confirmation was not initially entered properly, the
court confirmed the plan on August 1, 2016, retroactive to July 17,
2013.

The Court finds that Plaintiff has sufficiently alleged defendants'
violation of the plan and has standing thereunder to bring his
claims. Defendants' motion is therefore denied.

A copy of the Court's Memorandum Decision dated May 29, 2018 is
available at https://bit.ly/2JJtBO4 from Leagle.com.

Dusan Pittner, Plaintiff, represented by David G. Baker.

Selene Finance, LP & CASTLE PEAK 2011-1 LOAN TRUST, Defendants,
represented by Richard C. Demerle  -- rdemerle@sassooncymroot.com
-- Sassoon & Cymrot LLP & Lauren M. Bucci --
lbucci@sassooncymroot.com -- Sassoon & Cymrot, LLP.

Dusan Pittner filed for chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 12-12438) on March 25, 2012.


EDELMAN FINANCIAL: S&P Alters Outlook to Negative & Affirms 'B' ICR
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on The Edelman Financial
Center LLC to negative from stable. S&P said, "We also affirmed our
'B' issuer credit rating on The Edelman Financial Center LLC and
assigned our 'B' issuer credit rating to Edelman Financial Holdings
II, Inc, the initial borrower on the firm's new debt."

S&P said, "At the same time, we assigned our 'B' issue-level and
'3' recovery ratings to Edelman's proposed first-lien debt,
consisting of a $1.4 billion term loan and $150 million revolver.
The '3' recovery rating denotes our expectation for a meaningful
(50%-70%, rounded estimate: 55%) recovery in the event of a payment
default. We also assigned our 'CCC+' issue-level and '6' recovery
ratings to Edelman's proposed $495 million second-lien term loan.
The '6' recovery rating denotes our expectation for negligible
(0%-10%, rounded estimate: 0%) recovery in the event of a payment
default.

"Additionally, we affirmed our 'B' rating on the company's existing
first-lien debt with a recovery rating of '4'. The '4' recovery
reflects our expectation for an average (30-50%; rounded estimate
40%) recovery in the event of a payment default. However, we expect
to withdraw these ratings upon the retirement of this debt.

"Our affirmation reflects the firm's weaker credit metrics but also
stronger business post-transaction. We believe that the combination
with Financial Engines will broaden and diversify Edelman's
business, which we have historically viewed as narrow,
concentrated, and somewhat dependent on its founder, Ric Edelman.
Post-transaction, the business will have more than 180 locations
(versus only 43 Edelman locations) across the U.S., meaningful
capabilities in both retail financial advice and the 401(k)
"workplace" business, and no significant key-man risks.

"The negative outlook reflects the company's weak pro forma
interest coverage and leverage. While we expect both ratios to
improve over the next year as the company grows EBITDA organically
and potentially realizes cost synergies, there is little room for
error given the close proximity to our downside triggers.

"If leverage increases to above 8x or interest coverage
deteriorates clearly below 2x on a sustained basis, we could lower
the ratings.

"We could raise the ratings if the firm's leverage improves to
below 6x and interest coverage improves to above 3x on a sustained
basis."


EDWARD DON: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Woodridge, Ill.???based Edward Don & Company Holdings LLC. The
outlook is stable.

S&P said, "At the same time, we assigned a 'B' issue-level rating
to the Edward Don & Company, LLC's proposed $210 million senior
secured first-lien term loan due in 2025. The recovery rating is
'4', indicating our expectation for average (30%-50%, rounded
estimate 45%) recovery in the event of a default.  

"Pro forma for transaction, we expect the company will have about
$210 million in total reported debt outstanding.

"Our ratings on Edward Don reflect its high debt leverage, narrow
business focus, small scale, limited geographic diversification,
and focus in the mature and highly fragmented FE&S distribution
industry. We have also factored into our ratings Edward Don's
national distribution platform, relatively stable business with a
highly recurring revenue stream, and high customer retention rates.


"The stable outlook reflects our expectation that over the next
year Edward Don will continue to expand revenue and profit, driven
by stable demand because the company predominantly sells
replenishment supplies.  We expect the company to improve debt to
EBITDA to around 5x from the high-5x area pro forma for the
transaction because of lower costs."

Downside scenario

"We could lower our ratings if the company's financial policy
becomes more aggressive, with significant debt-financed
acquisitions, resulting in debt to EBITDA sustained above 7x. We
could also lower our ratings if operating performance and margins
decline substantially, leading to weaker profitability and cash
flows. This could occur if the competition in the space escalates
and causes the company to lose major national chain accounts or
foodservice management companies. We estimate for leverage to rise
to 7x, EBITDA would need to fall over 15% or debt would need to
increase by $50 million from current levels."

Upside scenarios

"Although unlikely in the next 12 months, we could raise the
ratings if the company meaningfully diversifies its customer base
and increases scale, and diversifies its product offering and
geographic exposure. We could also raise our ratings if we are
confident that the company will adopt a less aggressive financial
policy, including sustaining leverage below 5x. An upgrade would
also be predicated on a commitment from the financial sponsor not
to pursue debt-financed dividends or acquisitions that would lead
to a meaningful deterioration of credit ratios."


ELLINGTON TRUCKING: Taps Robert Cheesebourough as Attorney
----------------------------------------------------------
Ellington Trucking LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Indiana to hire Robert
Cheesebourough, Esq., as its bankruptcy attorney.

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

The Debtor will pay the attorney an hourly fee of $350 for his
services.

Mr. Cheesebourough does not represent any interest adverse to the
Debtor and its estate, according to court filings.

Mr. Cheesebourough maintains an office at:

     Robert D. Cheesebourough, Esq.
     2272 Wynnedale Road
     Indianapolis, IN
     Phone: 317.374.4567  
     Email: robertcheesebourough@gmail.com

                    About Ellington Trucking

Ellington Trucking LLC filed a Chapter 11 petition (Bankr. S.D.
Ind. Case No. 17-00781) on Feb. 15, 2017.  The Petition was signed
by its authorized representative, Sharon E. Harris.  The Debtor is
represented by David R. Krebs, Esq., at Hester Baker Krebs LLC.  At
the time of filing, the Debtor estimated $0 to $50,000 in assets
and $100,000 to $500,000 in liabilities.


ERIC TRENDEL: Kondratiev Buying Seattle Condominium Unit for $575K
------------------------------------------------------------------
Eric Roberto Trendel asks the U.S. Bankruptcy Court for the Western
District of Washington to authorize the sale of the real property
located at 2717 Western Ave, Unit 1002, Seattle, Washington, The
Klee Condominium, including Parking Space #9 and Storage Space #79,
Tax Parcel Number 3905901240, to Stanislav Kondratiev for
$575,000.

A hearing on the Motion is set for July 6, 2018 at 9:30 a.m.

The parties have entered into the Condominium Purchase and Sale
Agreement for the sale of the Klee Condominium unit, free and clear
of liens, claims, encumbrances and interests.  The sale is subject
to a financing and inspection contingency; and is contingent on
Court approval.  The closing will occur on 25 days after the date
the Court approves the sale.

According to the Debtor's Schedules, these liens are recorded
against the property in the following order of priority:

     (i) Deed of Trust and the Terms and Conditions Thereof:
          Grantor: Eric Roberto Trendel
          Grantor: JPMorgn Chase Bank, National Association

     (2) Judgment:
          Against: Eric Roberto Trendel
          In Favor Of: Lee-Ann Frost Corry

The real property taxes are current as well as the HOA dues.

From the gross proceeds generated from the sale, Debtor proposes to
pay: (1) all normal costs of sale, including real estate
commissions and the Seller's closing costs; (2) all pro-rated
outstanding real estate taxes owed to King County; (3) all
outstanding HOA dues; (4) the current balance owing to the first
position deed of trust holder, JPMorgan, at the time of closing
(estimated to be approximately $234,000); (5) the remaining balance
to Lee-Ann Frost Corry toward payment of her judgment.

Counsel for Debtor:

          J. Todd Tracy, Esq.
          Steven J. Reilly, Esq.
          THE TRACY LAW GROUP PLLC
          720 Olive Way #1000
          Seattle, WA 98101
          Telephone: (206) 624-9894
          E-mail: todd@thetracylawgroup.com

Eric Roberto Trendel sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 17-12928) on June 29, 2017.  The Debtor estimated
assets and liabilities in the range of $1,000,001 to $10 million.
The Debtor tapped J. Todd Tracy, Esq., at The Tracy Law Group PLLC
as counsel.


EZRA HOLDINGS: Selling Interest in IC Cell Ezra's Preferred Shares
------------------------------------------------------------------
Ezra Holdings Ltd. and affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York to authorize the private sale of
Ezra Holdings' interest in the 75,000 Class A nonvoting preference
shares and 3 million Class B non-voting preference shares of IC
Cell Ezra Ltd. to Michael Lai Kai Jin for the fair market value of
the Shares, as determined prior to the Closing by BDO LLP.

A hearing on the Motion is set for June 25, 2018 at 10:00 a.m.
(ET).  The objection deadline is June 18, 2018 at 4:00 p.m. (ET).

Ezra Holdings is the sole record and beneficial owner of the Shares
of IC Cell.  IC Cell writes certain insurance policies for the
affiliates of Ezra Holdings and certain third parties and reinsures
this risk via unrelated parties.  IC Cell is registered as an
insurance company under the laws of Guernsey and regulated by the
Guernsey Financial Services Commission.  The Class A Shares are
entitled to receive 60% of IC Cell's annual dividends if declared.
The Class B Shares are entitled to a 3% non-cumulative dividend
over $3 million per annum.

IC Cell is a private company, owned and controlled by KSL Insurance
ICC Ltd.  The majority of its revenue is derived from Ezra
Holdings' affiliates that have or are in the process of
restructuring or shutting down or from the clients of such
affiliates.  The Shares do not entitle Ezra Holdings any control
over the operations of IC Cell.  Ezra Holdings' interest in the
Shares is not encumbered by any pledges, assignments or other
secured claims.

Through the Plan, the Debtors proposed to transfer Ezra Holdings'
interests in various assets, including the Shares, to a creditor
trust, which would then be responsible to determine the best way to
monetize such assets for the benefit of creditors.  

Ezra Holdings recently received an offer to purchase the Shares
from the Purchaser.  By virtue of ownership of 100% of the stock of
KSL, the Purchaser owns and controls KSL.  He also serves as the
Debtors' general counsel and head of insurance.  In such capacity,
the Purchaser is an insider of the Debtors.

In an exercise of their reasonable business judgment, the Debtors
have determined that the interests of creditors and their estates
will be better served by proceeding now to sell the Shares.
Accordingly, in order to maximize the value of the Shares for the
benefit of their estates, the Debtors ask authority to sell Ezra
Holdings' interest in the Shares to the Purchaser.

Given the nature of IC Cell's business and the Shares, and in
consideration of the Purchaser's status as an insider of the
Debtors, the Debtors concluded that a private sale utilizing an
independent valuation to set the sale price most appropriately
protects the interests of their estates with respect to the
proposed sale.

Accordingly, on June 4, 2018, Ezra Holdings and the Purchaser
entered into the Share Purchase Agreement.

The salient terms of the Agreement are:

     a. The Purchaser will purchase the Shares from Ezra Holdings.

     b. The Purchase Price will be the fair market value of the
Shares ("Valuation Amount"), as determined prior to the Closing by
BDO LLP or such other firm as may be mutually agreeable to
Purchaser and Ezra Holdings, based on the assumption that IC Cell
continues as a going concern.  The Valuation Firm's determination
of the Valuation Amount will be conclusive and binding on the
parties hereto and subject to judicial enforcement.  The fee
charged by the Valuation Firm will be borne by Ezra Holdings.

     c. Promptly following Court approval of the Motion, the
Purchaser will deliver to Ezra Holdings an amount equal to US$1.5
million.  The Prepayment will not be restricted in any way and may
be used by Ezra Holdings upon receipt and at any time prior to the
Closing for any purpose.  When the Closing occurs, the Prepayment
will be retained by Ezra Holdings and credited to the Purchaser's
payment of the Purchase Price.  If the Agreement is terminated,
Ezra Holdings will be liable to the Purchaser for an amount equal
to the Prepayment (without interest) minus 10% of the Valuation
Amount.  If the Agreement is terminated for any other reason, Ezra
Holdings will be liable to the Purchaser for the full amount of the
Prepayment (without interest).  As security for Ezra Holdings'
obligation, if any, to repay the Prepayment, Ezra Holdings will
grant the Purchaser a lien on the Shares for the amount of the
Prepayment, which lien will be valid and enforceable pursuant to
applicable law to the extent of Ezra Holdings' obligation, if any,
for the repayment, discharge and satisfaction of the Prepayment.
Any dividends or other distributions payable on account of the
Shares after delivery of the Prepayment will be paid directly to
the Purchaser, provided such dividends and distributions are
included in determination of the Valuation Amount.

     d. At the Closing, in exchange for and upon receipt of the
Purchase Price, Ezra Holdings will sell, assign, transfer and
deliver the Shares to the Purchaser.

     e. The sale and closing are conditioned on entry of the Sale
Order.

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

     http://bankrupt.com/misc/Ezra_Holdings_387_Sales.pdf

The Purchase Price of the Shares will be the fair market, going
concern value calculated by the Valuation Firm.  The valuation of
the Shares requires updated financial statements from IC Cell,
which statements will be available shortly.  The Valuation Firm has
commenced the process to determine the fair market value of the
Shares, and can complete such process promptly after the financial
statements are completed.  

The proposed sale will provide needed liquidity to the Debtors to
assist in the administration of their estates pending confirmation
of the Plan.  In order to accommodate this liquidity need, the
Purchaser has agreed to a prepayment of the Purchase Price and to
allow the Debtors to use such funds unencumbered.

The sale proceeds will be retained by the Debtors' estates and
available to pay costs of administration of these Chapter 11 Cases
with any excess funds to be distributed pursuant to the Plan.

Finally, the Debtors ask relief from Bankruptcy Rule 6004(h) so
they may immediately close on the sale.

The Purchaser:

          Michael Lai Kai Jin
          43 Linden Drive
          Singapore 288732

                     About Ezra Holdings

Founded in 1992, Ezra Holdings Limited --
http://www.ezraholdings.com/-- is an offshore contractor and
provider of integrated offshore solutions to the global oil and gas
industry.  Ezra is incorporated in Singapore with its registered
office at 15 Hoe Chiang Road #28-01 Tower Fifteen Singapore 089316.
Its shares were listed on the SGX Sesdaq on Aug. 8, 2003, and
moved to the Mainboard of the Singapore Exchange since Dec. 8,
2005.  It also issued certain notes (S$150,000,000 4.875% Notes due
2018 comprised in Series 003) which have been listed on the
Singapore Exchange since 2013.

Ezra established and maintains an office in the United States
located at 75 South Broadway, Fourth Floor, Office Number 489,
White Plains, New York 10601.  Ezra also has a wholly owned New
York subsidiary, Ezra Holdings (NY) Inc., which was incorporated in
the United States of America with 200 shares at a nominal issue
price per share.

EMITS, a wholly owned subsidiary of Ezra, provides supporting
information technology services to each of the Ezra Group's
business divisions.  Ezra Marine, another wholly owned subsidiary
of Ezra, has a leasehold interest in the marine base in Singapore
located at 51 Shipyard Road, Singapore 628139 and leases out the
base's facilities and provides various support services in
connection with the marine base to the Ezra Group's operating
entities.

Ezra Holdings and two affiliates -- Ezra Marine Services Pte. Ltd.
and EMAS IT Solutions Pte Ltd -- filed voluntary Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-22405) on
March 18, 2017, before the Honorable Robert D. Drain.  In the
petition signed by Tan Cher Liang, director, Ezra Holdings
estimated $500 million to $1 billion in assets and $100 million to
$500 million in liabilities.  The Debtors' Chapter 11 Cases are
being jointly administered for procedural purposes only.

Lawyers at Saul Ewing, led by Sharon L. Levine, Esq., serve as the
Debtors' Chapter 11 counsel.  The Debtors tapped as general
Singapore counsel Drew & Napier LLC; and claims and noticing agent,
Prime Clerk LLC.  Foxwood LLC also serves as special counsel.

The Ezra Group's joint venture, EMAS CHIYODA Subsea Limited, and
certain of its affiliate companies filed voluntary Chapter 11
petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on Feb. 27,
2017.  ECS' wholly-owned subsidiary, EMAS-AMC AS, has also been
placed under members' voluntary liquidation in Norway.

Ezra guaranteed substantial charter hire liabilities of the ECS
Group, as well as certain loans owed by the ECS Group to financial
institutions, Ezra faces potentially significant contingent
liability if the creditors call on the guarantees.

Ezra received statutory demands from Svenska Handelsbanken AB
(Publ), Singapore Branch and Forland Subsea AS on Jan. 24, 2017,
and Feb. 6, 2017, respectively. These statutory demands have since
expired under Singapore law and these two creditors may commence
winding up applications against Ezra.  Ezra also received a
statutory demand from VT Halter Marine, Inc. on March 9, 2017.

On March 1, 2018, the Debtors filed the Debtors' Chapter 11 Plan
and Ezra Holdings Singapore Scheme of Arrangement and the
Disclosure Statement related to the Plan.

In conjunction with filing the Plan and Disclosure Statement, on
March 1, 2018, Ezra Holdings Limited also commenced a restructuring
proceeding before the High Court of the Republic of Singapore
requesting leave to convene a meeting of creditors to solicit votes
to obtain sanction of that component of the Plan
which constitutes Ezra Holdings' scheme of arrangement pursuant to
Singapore law.


EZRA HOLDINGS: Selling Interest in Ubi Techpark Property for SGD$3M
-------------------------------------------------------------------
Ezra Holdings Ltd. and affiliates ask the U.S. Bankruptcy Court for
the Southern District of New York to authorize the private sale of
Ezra Marine Services Pte. Ltd.'s interest in the real property
located at real property located at 20 Ubi Crescent, Ubi Techpark,
Singapore to Sapphire Star Pte Ltd. for SGD$2.93 million.

A hearing on the Motion is set for June 25, 2018 at 10:00 a.m.
(ET).  The objection deadline is June 18, 2018 at 4:00 p.m. (ET).

Ezra Marine is a wholly owned subsidiary of Ezra Holdings.  Ezra
Marine owns the Ubi Techpark Property which consists of a 3-story
strata terrace factory with approximately 9,000 square feet of
floor area, suitable for light industry use.  Ezra Marine's
interest in the Ubi Techpark Property is not encumbered by any
mortgages or other secured claims.

Ezra Marine historically leased space at the UbiTech Park Property
to various unrelated tenants.  As of the Petition Date, it leased
space to Lerus Asia Pte Ltd., but that lease terminated prior to
the date of filing the Motion.  Ezra Marine currently derives no
income from the Ubi Techpark Property.  On the other hand, Ezra
Marine continues to incur administrative expenses related to the
Ubi Techpark Property, such as maintenance, utilities and real
property taxes.  The Debtors estimate the total cost of maintaining
the Ubi Techpark Property to be approximately $2,500 to $3,000 per
month.

Through the Plan, the Debtors proposed to transfer Ezra Holdings'
interests in Ezra Marine to a creditor trust, which would then be
responsible to determine the best way to monetize such assets for
the benefit of creditors.

In an exercise of their reasonable business judgment, the Debtors
have determined that the interests of creditors and their estates
will be better served by proceeding to sell the Ubi Techpark
Property now, rather than waiting until after the Plan is
confirmed.  It is unlikely the value of the Ubi Techpark Property
will appreciate considerably in the near term, and given the
current level of interest in the property, the Debtors have chosen
to proceed with a current disposition of the property. Furthermore,
selling the Ubi Techpark Property directly will minimize the
resulting costs of sale.

Accordingly, in order to maximize the value of the Ubi Techpark
Property and minimize any further administrative expenses, the
Debtors seek authority to sell Ezra Marine's interest in the Ubi
Techpark Property.

In order to market and sell the Ubi Techpark Property, the Debtors
engaged two Singapore real property agents experienced in selling
commercial properties in Singapore, Chris-J Property Consultants
and Propnex.  The Agents were engaged on a nonexclusive basis, with
any fees for their efforts limited to a commission from the sale
proceeds for the Agent who brokered the sale to the buyer
submitting the highest and best offer for the Ubi Techpark
Property.  The Agent Fee for the proposed sale will be 1% of the
proposed sale price.

The Agents' marketing efforts and good faith, arms'-length
negotiations resulted in the submission of offers from nine parties
for the Ubi Techpark Property, successively ranging from SGD$2.5
million to SGD$2.93 million.  The last and highest offer, in the
amount of SGD$2.93 million from the Purchaser, was received on May
27, 2018 and the Agents have found no additional buyer willing to
offer a higher amount.

The parties have entered into Option to Purchase.  The Option sets
forth the material terms of the proposed sale including, inter
alia, the purchase price of SGD$2.93 million, free and clear of
liens, claims, encumbrances and other interests, inclusive of agent
fees.  The Purchaser provided the Debtors with an initial deposit
in the amount of 1% of the proposed purchase price plus government
service tax thereon and will provide an additional deposit of 4% of
the proposed purchase price upon execution of the Acceptance of
Option, expected within two weeks of delivery of the Option.  The
foregoing terms of the Option are consistent with customary
practice for real estate transactions in Singapore.  The Option
further makes clear that Ezra Marine's obligation to close on the
transaction is subject to approval of the Court.

The Debtors intend to sell the Ubi Techpark Property through a
private transaction, rather than conducting a public sale or
auction process.  The Debtors submit that the marketing efforts
undertaken by the Agents were tailored and designed to attract the
interest of likely purchasers and to generate the highest and best
sale price for the Ubi Techpark Property.  In their business
judgment, the costs of undertaking a public sale or auction process
would outweigh any potential increase in purchase price for the Ubi
Techpark Property.

The Debtors propose to release sale proceeds in such amounts
necessary to pay the Agent Fee (1% of the sale price), any goods
and services tax and other attendant costs of sale customarily
borne by a seller in Singapore.  The balance of the sale proceeds
will be retained by the Debtors??? estates and available to pay
continuing costs of administration of these Chapter 11 Cases with
any excess distributable pursuant to the Plan.

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

     http://bankrupt.com/misc/Ezra_Holdings_388_Sales.pdf

Finally, the Debtors ask relief from Bankruptcy Rule 6004(h) so
they may immediately close on the sale.

                     About Ezra Holdings

Founded in 1992, Ezra Holdings Limited --
http://www.ezraholdings.com/-- is an offshore contractor and
provider of integrated offshore solutions to the global oil and gas
industry.  Ezra is incorporated in Singapore with its registered
office at 15 Hoe Chiang Road #28-01 Tower Fifteen Singapore 089316.
Its shares were listed on the SGX Sesdaq on Aug. 8, 2003, and
moved to the Mainboard of the Singapore Exchange since Dec. 8,
2005.  It also issued certain notes (S$150,000,000 4.875% Notes due
2018 comprised in Series 003) which have been listed on the
Singapore Exchange since 2013.

Ezra established and maintains an office in the United States
located at 75 South Broadway, Fourth Floor, Office Number 489,
White Plains, New York 10601.  Ezra also has a wholly owned New
York subsidiary, Ezra Holdings (NY) Inc., which was incorporated in
the United States of America with 200 shares at a nominal issue
price per share.

EMITS, a wholly owned subsidiary of Ezra, provides supporting
information technology services to each of the Ezra Group's
business divisions.  Ezra Marine, another wholly owned subsidiary
of Ezra, has a leasehold interest in the marine base in Singapore
located at 51 Shipyard Road, Singapore 628139 and leases out the
base's facilities and provides various support services in
connection with the marine base to the Ezra Group's operating
entities.

Ezra Holdings and two affiliates -- Ezra Marine Services Pte. Ltd.
and EMAS IT Solutions Pte Ltd -- filed voluntary Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-22405) on
March 18, 2017, before the Honorable Robert D. Drain.  In the
petition signed by Tan Cher Liang, director, Ezra Holdings
estimated $500 million to $1 billion in assets and $100 million to
$500 million in liabilities.  The Debtors' Chapter 11 cases are
being jointly administered for procedural purposes only.

Lawyers at Saul Ewing, led by Sharon L. Levine, Esq., serve as the
Debtors' Chapter 11 counsel.  The Debtors tapped as general
Singapore counsel Drew & Napier LLC; and claims and noticing agent,
Prime Clerk LLC.  Foxwood LLC also serves as special counsel.

The Ezra Group's joint venture, EMAS CHIYODA Subsea Limited, and
certain of its affiliate companies filed voluntary Chapter 11
petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on Feb. 27,
2017.  ECS' wholly-owned subsidiary, EMAS-AMC AS, has also been
placed under members' voluntary liquidation in Norway.

Ezra guaranteed substantial charter hire liabilities of the ECS
Group, as well as certain loans owed by the ECS Group to financial
institutions, Ezra faces potentially significant contingent
liability if the creditors call on the guarantees.

Ezra received statutory demands from Svenska Handelsbanken AB
(Publ), Singapore Branch and Forland Subsea AS on Jan. 24, 2017,
and Feb. 6, 2017, respectively. These statutory demands have since
expired under Singapore law and these two creditors may commence
winding up applications against Ezra.  Ezra also received a
statutory demand from VT Halter Marine, Inc. on March 9, 2017.

On March 1, 2018, the Debtors filed the Debtors' Chapter 11 Plan
and Ezra Holdings Singapore Scheme of Arrangement and the
Disclosure Statement related to the Plan.

In conjunction with filing the Plan and Disclosure Statement, on
March 1, 2018, Ezra Holdings Limited also commenced a restructuring
proceeding before the High Court of the Republic of Singapore
requesting leave to convene a meeting of creditors to solicit votes
to obtain sanction of that component of the Plan
which constitutes Ezra Holdings' scheme of arrangement pursuant to
Singapore law.


FALLBROOK TECHNOLOGIES: Court Confirms Ch. 11 Plan
--------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware has confirmed Fallbrook Technologies, Inc., et al.'s
First Amended Joint Plan of Reorganization.

On June 6, 2018, the Debtors filed the First Amended Plan and
proposed Findings of Fact, Conclusions of Law, and Order Confirming
the Plan.  Subsequent to the filing of the Revised Order, and to
resolve an informal comment, the Debtors made certain revisions to
the Revised Order, as reflected in the further revised order a
full-text copy of which is available at:

        http://bankrupt.com/misc/deb18-10384-263.pdf

On June 8, 2018, the Court held a hearing to consider confirmation
of the Plan and entry of the Further Revised Order.  At the
conclusion of the Confirmation Hearing, the Court ruled that it
would confirm the Plan, and instructed the Debtors to submit the
Further Revised Order under certification of counsel.

Jane Sullivan, the executive president of Epiq Bankruptcy
Solutions, LLC, said in a declaration the Debtors received 100%
support of their First Amended Plan.  Class 3 - Senior Secured
Claims and Class 4 - General Unsecured Claims voted 100% to accept
the Plan.  A full-text copy of the Sullivan Declaration is
available at:

        http://bankrupt.com/misc/deb18-10384-246.pdf

A full-text copy of the Findings of Fact, Conclusions of Law, and
Order Confirming the Plan is available at:

        http://bankrupt.com/misc/deb18-10384-267.pdf

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

        http://bankrupt.com/misc/deb18-10384-248.pdf

A redlined version of the First Amended Plan is available at:

        http://bankrupt.com/misc/deb18-10384-249.pdf

                 About Fallbrook Technologies

Fallbrook Technologies -- http://www.fallbrooktech.com/-- is the
inventor of the revolutionary NuVinci [(R)] continuously variable
planetary (CVP) technology, which enables performance and
efficiency improvements for machines that use an engine, pump,
motor, or geared transmission system -- including urban mobility
vehicles, cars and trucks, industrial equipment, and many other
applications.  Fallbrook has a unique collective development model
and community through which NuVinci technology licensees share
enhancements, which adds to the value of the technology and
accelerates product development.  This approach enables
forward-looking companies, who wish to create visionary new
products with NuVinci technology, to move quickly from concept to
market commercialization.  Fallbrook is based in Cedar Park near
Austin, Texas, USA and holds rights to over 800 patents and patent
applications worldwide.

Fallbrook Technologies filed a Chapter 11 petition (Bankr. D. Del.
Case No. 18-10384) together with its affiliates Fallbrook
Technologies International Co. (Bankr. D. Del. Case No. 18-10385);
Hodyon, Inc. (Bankr. D. Del. Case No. 18-10386) and Hodyon Finance,
Inc. (Bankr. D. Del. Case no. 18-10387) on Feb. 26, 2018.

In the petitions signed by CRO Roy Messing, lead debtor Fallbrook
Technologies indicated $50 million to $100 million in total assets
and $100 million to $500 million in total liabilities.

The cases are assigned to Judge Mary F. Walrath.

Jordan A. Wishnew, Esq. at Shearman & Sterling LLP is the Debtors'
general counsel; and Betsy L. Feldman, Esq. at Young Conaway
Stargatt & Taylor, LLP, is the local counsel.

No official committee of unsecured creditors has been appointed in
the Chapter 11 case.


FARMFIELD REALTY: Taps Drose Law Firm as Legal Counsel
------------------------------------------------------
Farmfield Realty LLC seeks approval from the U.S. Bankruptcy Court
for the District of South Carolina to hire Drose Law Firm as its
legal counsel.

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

R. Michael Drose, Esq., and Ann Bell, Esq., the attorneys who will
be handling the case, charge $375 per hour and $250 per hour,
respectively.  The hourly fee for the support staff is $75.

Drose Law Firm received $7,000, which includes a retainer fee of
$5,000, filing fee of $1,717, and $283 for miscellaneous costs.

The attorneys are "disinterested persons" as defined in Section
101(14) of the Bankruptcy Code, according to court filings.

The firm can be reached through:

     R. Michael Drose, Esq.
     Ann U. Bell, Esq.
     Drose Law Firm
     3955 Faber Place Drive, Suite 103
     North Charleston, SC 29405
     Tel: 843-767-8888
     Fax: 843-620-1035
     Email: drose@droselaw.com
     Email: michaeldrose@droselaw.com

                    About Farmfield Realty LLC

Farmfield Realty, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.S.C. Case No. 18-02908) on June 4, 2018.
In the petition signed by Michael Colarusso, member, the Debtor
estimated assets of less than $1 million and liabilities of less
than $500,000.


FBCS INC: Allen Sues over Wrongful Debt Collection Practices
------------------------------------------------------------
Lysa Allen, individually and on behalf of all others similarly
situated, Plaintiff v. FBCS, Inc., and John Does 1-25, Defendants,
Case No. 1:18-cv-02681-MHC-RGV (N.D. Ga., May 31, 2018) seeks to
stop the Defendant unfair and unconscionable means to collect
debt.

FBCS, Inc. is a debt collection agency. [BN]

The Plaintiff is represented by:

          Jonathan B. Mason, Esq.
          MASON LAW GROUP, P.C.
          1100 Peachtree St. NE, Ste 200
          Atlanta, GA 30309
          Telephone: (404) 920-8040
          Facsimile: (404) 920-8039
          E-mail: jmason@atlshowbizlaw.com



FC GLOBAL: Names Michael Stewart as CEO and CFO
-----------------------------------------------
The Board of Directors of FC Global Realty Incorporated has
appointed Michael R. Stewart to fill the positions of both chief
executive officer and chief financial officer of the Company.

Mr. Stewart has served as a member of the Company's Board of
Directors since May 17, 2017.  Mr. Stewart is a seasoned executive
with over 25 years of experience in C-level positions and 36 total
years of experience in executive management, operations and
finance.  He brings a wealth of expertise with particular strength
in operations, financial management, strategy, M&A, capital raise,
FDA matters, medical reimbursement as well as sales, marketing,
product development and product launch.  He has extensive U.S. and
International market expertise and has significant experience with
public company board and SEC matters.  Currently, Mr. Stewart
operates as a private consultant to multiple companies, which he
started in late 2016.  He is working with companies from private
start-up to mid-size public companies assisting them with major
negotiations, new product and company launches, merger and
acquisitions and capital raises.  From 2014 through 2016, Mr.
Stewart served as president, chief executive officer and director
of publicly traded STRATA Skin Sciences, Inc.  From 1990 to 2014,
Mr. Stewart held the positions of CEO, COO and CFO at two publicly
traded companies.  In addition to his executive career and his
non-independent board positions, Mr. Stewart has served as an
independent public company director and as an advisor to the board
of several private companies.  Mr. Stewart obtained both his MBA in
finance and his BS in accounting from LaSalle University in
Philadelphia.

The term of the Employment Agreement with Mr. Stewart is for a
period of one year and automatically renews for additional one
years period unless terminated by either the Company or an
executive in writing by notice to such Executive or the Company
delivered no fewer than 90 days prior to expiration of the
then-applicable term.

Under the Employment Agreement, Mr. Stewart is entitled to a base
salary of $400,000 per annum, payable in accordance with the
Company's normal payroll practices.  Further increases in base
salary during the term of the Employment Agreement will be
determined from time to time in the sole discretion of the Board
based upon such criteria as they deem relevant, or based on no
particular criteria whatsoever.  The Company also agreed to grant
to him 400,000 shares of the Company's Common Stock, with one-third
of the shares vesting on each of the first, second and third
anniversaries of the date of execution of the Employment Agreement.
The Executive will fully vest in all of the shares if the
Executive's employment with the Company terminates upon the
occurrence of a change in control.  The Executive's rights to
non-vested shares of stock of the Company shall immediately be
forfeited upon the termination of his employment with the Company
unless that termination is made by the Company without Cause or by
the Executive for Good Reason, in each case, as such term is
defined in the Employment Agreement.

Effective June 16, 2018, Vineet P. Bedi resigned his position as
chief executive officer and president of the Company, as well as
president of the Company's subsidiaries.

Also effective June 16, 2018, Matthew Stolzar resigned his
position as chief financial officer and chief investment officer of
the Company and of the Company's subsidiaries.

                      Resignation of Director

Effective June 18, 2018, Robert Froehlich resigned as chairman and
a member of the Company's Board of Directors as well as from his
membership in the Board s Audit, Compensation and Nominations and
Corporate Governance Committees; he had served as Chairman of the
Nominations and Corporate Governance Committee.  In his resignation
letter, he stated his disagreement with the delisting of the
Company's common securities from trading on the Nasdaq Common
Market; his disagreement with the board's approval to make an
employer matching contribution to the Company's 401(k) plan; and
his disagreement with the statements made by a board observer
concerning the behavior of the Company's former chief executive
officer with regard to a potential transaction involving the
Company.  The board of directors of the Company unanimously
disagree with the content of the statements of Mr. Froehlich and
believe the statements mischaracterize the facts and circumstances
described, including his characterization of Mr. Stewart's
experience, his characterization of the Company's plans as well as
other matters cited by Mr. Froehlich.

                    Appointment of Directors

Effective June 18, 2018, Kristen E. Pigman was appointed as
director by the Board.  As president of The Pigman Companies, LLC,
Mr. Pigman coordinates acquisition, planning, financing,
development, construction, and disposition of commercial real
estate projects for TPC, its partners, and institutional and
corporate clients.  Before the creation of TPC in 1994, Mr. Pigman
was a titled officer and partner of The Koll Company of Newport
Beach, CA.  Prior to joining Koll in 1989, Mr. Pigman was president
of The Sandpiper Companies, a real estate development firm
headquartered in Scottsdale, Arizona; and an executive with
Coldwell Banker Commercial Real Estate Group.  He served as
president for five years of the Sacramento Valley Chapter of
National Association of Industrial and Office Properties and was a
member of the National Board of Directors of NAIOP and Vice
Chairman for the NAIOP National Office Development Forum.  He also
was vice president of Development and a member of Board of
Directors for the Sacramento Area Commerce and Trade Organization,
Chairman of the Building Industry Association Commercial
Developer's Council, and a member of numerous other trade
organizations and Chambers of Commerce.  Mr. Pigman has been and
continues to be involved in a number of charitable organizations,
including The Comstock Club, Easter Seals, the American Lung
Association, the Police Athletic League, the Leukemia Society, The
Heart Foundation, the Principal for a Day Program, and the Boy
Scouts of America, having attained the rank of Eagle Scout in that
organization.  Mr. Pigman graduated with honors from The
Mercersburg Academy in Mercersburg, PA, accepted an English
Speaking Union "Jr. Rhodes" Scholarship and took his 'A' levels at
The Truro School, Truro, Cornwall, UK, attended Rollins College in
Winter Park, FL on a baseball scholarship, and earned a B.S. in
Economics cum laude from The University of Maryland.

Effective June 20, 2018, Michael E. Singer was appointed as
director by the Board.

Mr. Singer serves as executive vice chairman and chief strategy
officer at National Holdings Corporation.  Previously, Mr. Singer
served as CEO and President of Ramius, a $13 billion (peak)
alternative investment advisory platform.  As CEO of Ramius, Mr.
Singer directed strategy and execution of the firm's business plan.
Ramius partners with talented emerging alternative investment
teams providing them seed and working capital, institutional
infrastructure, proven sales and marketing and business guidance.
During his tenure, he created a salesforce which raised more than
$5 billion for the firm's investment teams and closed deals to
onboard to the platform five talented hedge fund teams including
Margate Capital.  Mr. Singer was co-president of Ivy Asset
Management, a Fund of Hedge Funds business with over $15 billion in
assets.  At Ivy, Mr. Singer established the firm's strategic plan
and ran the day-to-day activities.  He began his career at Weiss,
Peck & Greer, a $17 billion asset management firm, where he spent
nine years and served as senior managing director and executive
committee member.  He oversaw day-to-day operations, new product
development, client relationship management, hedge fund sales and
risk functions.  Mr. Singer received a Bachelor of Science degree
in accounting with honors from Penn State University and a Juris
Doctorate from the Emory University School of Law.  He is a CPA,
frequent contributor to Bloomberg TV Market Makers and author of
alternative industry white papers.

The newly appointed directors were appointed until their successors
are duly elected and qualified.  They were nominated for
appointment to the Board by Opportunity Fund I, LLC, which is a
part to a Securities Purchase Agreement between OFI and the
Company.

                      About FC Global Realty

Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated
(and its subsidiaries) founded in 1980, is transitioning from its
former business as a skin health company to a company focused on
real estate development and asset management, concentrating
primarily on investments in high quality income producing assets,
hotel and resort developments, residential developments and other
opportunistic commercial properties.  The company is headquartered
in New York.

As of March 31, 2018, FC Global had $6.79 million in total assets,
$8.86 million in total liabilities, $5.03 million in redeemable
convertible preferred stock Series B and a total stockholders'
deficit of $7.10 million.

The report from the Company's independent accounting firm Fahn
Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
incurred net losses for each of the years ended Dec. 31, 2017 and
2016 and has not yet generated any revenues from real estate
activities.  As of Dec. 31, 2017, there is an accumulated deficit
of $135,022,000.  These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.


FREDERICK ALDERSON: Mt. Pleasant Property Selling for $1.4M
-----------------------------------------------------------
Frederick S. Alderson asks the U.S. Bankruptcy Court for the
District of South Carolina to authorize the private sale of
interest in the real property located at 218 North Shelmore Blvd.,
Mt. Pleasant, South Carolina to Neill Roderick McGeachy, Ill and
Joan Williams McGeachy, or their assigns, for $1,420,000.

A hearing on the Motion is set for July 12, 2018 at 10:30 a.m.
Objections, if any, must be filed within 21 days of service of the
notice.

Per Debtor's realtor, the Property has an appraisal value of $1
,420,000.  The sale will take place as soon as possible following
the entry of the Order approving the sale.

Etta Connelly, whose address is 159 Civitas Street, Suite 100, Mt.
Pleasant, South Carolina, is the listing agent and whose telephone
number is (843) 568-0449 with questions concerning the property or
the sale.  The Debtor is filing an Application to Appoint
contemporaneously with the filing of the Motion.  The Sales Agent
compensation is $63,000 or approximately 4.5% of the contract sales
prices.

The sale is free and clear of all liens, encumbrances and
judgments.  It sale is subject to any easements, covenants or
restrictions of record.  There is a valid first mortgage lien held
against this real property by Wells Fargo in the approximate amount
of $915,000.  The actual amount to be paid to this lender will be
confirmed at closing, and may ultimately be different at the time
of closing.

There is a valid second mortgage held against the Property by
Colette Winters, formerly known as Colette Alderson, in the
approximate amount of $600,000.  This lender has agreed to release
its liens against this real property upon the payment of all net
sale proceeds.  The net sale proceeds are estimated to be $400,000.
This amount may ultimately be different as a result of closing
costs, etc.

The Trustee is not aware of any other liens, judgments, or other
encumbrances.  To the extent they may exist, they are disputed and
they will attach to the estate's interest in the net sale of
proceeds.

The Debtor will be reimbursed at closing the amount of $181
representing the fee imposed by the Court for filing the Notice of
Sale.  He will also receive $6,500 of the sale proceeds which will
be used to pay that portion of the United States Quarterly Fee
associated with the sale of this property.  He will also receive
$5,000 of the sale proceeds which funds will be used towards the
payment of the tenants security deposit.  To the extent the
security deposit is reduced pursuant to the terms of the lease, the
Debtor will be entitled to retain that portion of the funds.

The Court may consider additional offers at any hearing held on the
notice and application for sale.  It may order at any hearing that
the Property be sold to another party on equivalent or more
favorable terms.

The case is In re Frederick S. Alderson (Bankr. D. S.C. Case No.
18-01358).


FUTURE DIE CAST: Proposes Sale of All Assets at Auction
-------------------------------------------------------
Future Die Cast Acquisitions, Inc., asks authority from the U.S.
Bankruptcy Court for the Eastern District of Michigan to authorize
the sale of substantially all assets and business operations at
auction.

Future has limited funding and a relatively short time within which
to attempt to sell the Assets in an orderly fashion.  FCA USA, LLC
has agreed to provide financial accommodations to Future's
operations only for a limited period of time.  These accommodations
will enable Future to operate only through the end of June, 2018.
If a sale is not accomplished on an immediate basis, Future will
lose its ability to sell its business as a result of lack of cash
flow.

Therefore, prior to the Petition Date, in recognition that without
an immediate sale Future would realize little or no value for its
estate, Future began serious efforts to sell its business.  It has
concluded that a prompt auction sale of the Business under the
terms and conditions set forth in the Purchase Agreement is the
best and only way to maximize value for its estate.

On May 21, 2018, the Court entered the Bidding Procedures Order.
In accordance with the terms of the Bidding Procedure Order, Future
intends to sell substantially all of the assets used in the
Business to the Winning Bidder.  As specified in the Purchase
Agreement, the Assets and contracts are to be sold or otherwise
transferred free and clear of all liens, claims, encumbrances,
rights of first refusal and other interests, with such Interests,
if any, to attach to the proceeds of the Sale.

The most significant terms and conditions of the Purchase Agreement
are:

     a. Purchased Assets: Substantially all assets

     b. The contracts listed in Exhibit B are to be assigned to the
Purchaser notwithstanding any provisions in the Contracts or
applicable law.

     c. Closing: The Closing will take place at the offices of
Steinberg Shapiro & Clark, 25925 Telegraph Rd., Suite 203,
Southfield, MI 48033 no later than July 6, 2018 at 10:00 a.m.

     d. At the Closing of the Sale, the Purchaser will pay to
Future the Winning Bid Amount.

After an extensive and thorough marketing process and the auction
conducted pursuant to the Bidding Procedures Order, Future is
confident that the resulting sale will represent the best and
highest offer for the Assets and the Business.

A copy og the Agreement and Exhibit B attached to the Motion is
available for free at:

   http://bankrupt.com/misc/Future_Die_70_Sales.pdf

               About Future Die Cast Acquisitions

Future Die Cast & Engineering, Inc., owns an automotive shop in
Shelby Township, Michigan. The Company manufactures tooling and
machined castings for high pressure die cast prototypes.  The
company also engages in producing tooling and machined castings for
low to medium volume production and service parts manufacturing.

Future Die Cast & Engineering, based in Shelby Twp., MI, filed a
Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-46210) on April
27, 2018.  In the petition signed by Mason Richardson, president,
the Debtor estimated $1 million to $10 million in both assets and
liabilities.  The Hon. Mark A. Randon presides over the case.
Geoffrey T. Pavlic, Esq., at Steinberg Shapiro & Clark, serves as
bankruptcy counsel.


GARCES RESTAURANT: SFH Bid for Stay Pending Appeal Tossed
---------------------------------------------------------
Spinner Family Holdings, LLC filed a motion for a stay pending
appeal of the Court's Orders of May 22, 2018, denying SFH's motions
to dismiss the Chapter 11 cases of La Casa Culinary, LCC (Case No.
18-19059) and Latin Quarter Concepts, LLC (Case No. 18-19060). Jim
Sorkin filed a joinder to the motion and also requested a stay of
proceedings in the Chapter 11 case of GRGBookies, LLC. Because
neither SFH nor Sorkin satisfied its burden for a stay pending
appeal, Bankruptcy Judge Jerold N. Poslusny, Jr. denied the
motion.

On May 2, 2018, LCC, LQ and various other related parties filed
voluntary petitions for relief under Chapter 11 of Title 11 of the
United States Code. Bookies filed is Chapter 11 petition on May 17.
SFH and Sorkin are minority members of LCC and LQ. Sorkin is also a
minority member of Bookies. SFH and Sorkin filed motions to dismiss
LCC's, LQ's, and (in the case of Sorkin) Bookies' Chapter 11 cases
arguing that these debtors did not have authority under their
respective "Operating Agreements" to file the Chapter 11 petitions.
LCC, LQ, and Bookies opposed the Motions to Dismiss. On May 21, the
parties presented argument related to the Motions to Dismiss. The
parties agreed to certain facts and argued that the Operating
Agreements are not ambiguous such that the Court could rule on the
Motions to Dismiss in a manner similar to summary judgment. SFH and
Sorkin argued that the relevant sections of the Operating
Agreements show that LCC, LQ and Bookies did not obtain the
requisite votes to file the Chapter 11 petitions, and thus the
Motions to Dismiss should be granted. LCC, LQ, and Bookies argued
that those same provisions show that the necessary votes had been
cast, and that filing the petitions was authorized.

On May 22, the Court placed its opinion denying the Motions to
Dismiss on the record. The Court determined that Mr. Garces'
assignments of a portion of his membership interests in LCC, LQ,
and Bookies to other wholly-owned entities and then having those
entities vote in favor of filing the Chapter 11 petitions was
allowed under the unambiguous terms of the Operating Agreements.
Orders denying the Motions to Dismiss were entered on May 22.

The Motion asks the Court to stay or enjoin LCC, LQ, and Bookies
from: (a) disposing of any assets outside the ordinary course of
business; (b) retaining bankruptcy professionals; (c) compromising,
settling, waiving, or releasing any rights, remedies, claims or
defenses of LCC's, LQ's, or Bookies' estate; and (d) seeking any
relief from the Court other than to enforce the automatic stay. In
other words, the Motions seek to stay the bankruptcy cases of LCC,
LQ, and Bookies while SFH's and Sorkin's appeals proceed.

In In re Revel AC, Inc., 802 F.3d 558 (3d Cir. 2015), the Third
Circuit noted that the following four factors "come into play" when
seeking a stay pending appeal: (1) whether the appellant has made a
strong showing that [it] is likely to succeed on the merits; (2)
whether the applicant will be irreparably injured absent a stay;
(3) whether issuance of the stay will substantially injure the
other parties interested in the proceeding; and (4) where the
public interest lies.

The first two factors are the most important in the Court's
consideration of a request for a stay pending appeal. The Court
should employ a sliding scale approach related to those factors.

Because the Court determined that SFH and Sorkin did not make the
requisite showing on the first two factors, the Court did not
consider the remaining factors. Nevertheless, even if SFH and
Sorkin were able to show that the first and second factors fell in
their favor, the Court would still determine that a stay pending
appeal is not appropriate because of the harm to the non-moving
parties and the public interest.

In sum, the Court concludes that SFH and Sorkin have not shown that
there is a reasonable likelihood of success on the merits or
likelihood of irreparable harm to SFH and Sorkin. Therefore, a stay
pending appeal should not be entered, and the Motion must be
denied. Even if SFH and Sorkin had shown a likelihood of success
and irreparable harm, the harm to other parties in these cases is
greater than the harm to SFH and Sorkin, and that the public policy
falls in favor of not entering a stay pending appeal.

The bankruptcy case is in re: GARCES RESTAURANT GROUP, INC., d/b/a
GARCES GROUP, et al., Chapter 11, Debtors, Case No. 18-19054(JNP),
(Jointly Administered) (Bankr. D.N.J.).

A full-text copy of the Court's  Opinion dated May 30, 2018 is
available at https://bit.ly/2LZI6tt from Leagle.com.

Garces Restaurant Group, Inc., Debtor, represented by Kelly D.
Curtin -- kdcurtin@pbnlaw.com -- Porzio, Bromberg & Newman, P.C. &
Warren J. Martin, Jr. -- wjmartin@pbnlaw.com -- Porzio, Bromberg &
Newman.

U.S. Trustee, U.S. Trustee, represented by Jeffrey M. Sponder,
Office of U.S. Trustee.

Official Committee of Unsecured Creditors, Creditor Committee,
represented by Martha Baskett Chovanes --
mchovanes@foxrothschild.com -- Fox Rothschild LLP., Paul John Labov
-- plabov@foxrothschild.com -- Fox Rothschild LLP & Michael J.
Viscount, Jr. -- mviscount@foxrothschild.com -- Fox Rothschild,
LLP.

               About Garces Restaurant Group

Garces Restaurant Group, Inc., which conducts business under the
name Garces Group, is a Philadelphia-based hospitality group
operating more than a dozen restaurants from Philadelphia to New
York City, including Amada, Distrito, Tinto, Village Whiskey,
Garces Trading Company, JG Domestic, Volver, The Olde Bar, Buena
Onda, Ortzi, a Spanish Basque-inspired restaurant, at the new LUMA
Hotel Times Square and three restaurants, Okatshe, Olon and Bar
Olon at Tropicana Atlantic City.  Garces Events is a full-service
catering and event division with exclusive venues such as Kimmel
Center for the Performing Arts, Cira Centre and CHUBB Hotel &
Conference Center, among others.  The group also offers additional
services through the Garces Foundation, a philanthropic
organization dedicated to Philadelphia's underserved immigrant
community; and Luna Farm, Chef Garces' 40-acre farm in Bucks
County, Pennsylvania.  

Garces Restaurant Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
18-19054) on May 2, 2018.

In the petitions signed by John Fioretti, interim CEO, Garces
Restaurant estimated assets of $100,000 to $500,000 and liabilities
of $1 million to $10 million.  

Judge Jerrold N. Poslusny Jr. presides over the cases.

The Debtors tapped Porzio, Bromberg & Newman, P.C., as their legal
counsel; Eisneramper LLP as financial advisor; and Cohnreznick
Capital Market Securities, LLC as investment banker and placement
agent.


GIRARD MANUFACTURING: Unsecureds to Get 4% in 60 Months
-------------------------------------------------------
Girard Manufacturing, Inc., filed with the U.S. Bankruptcy Court
for the District of Puerto Rico a plan of reorganization and
accompanying disclosure statement.

Under the plan, Class 3 secured creditor Banco Desarrollo will be
paid in full from the with the voluntary surrender of its direct
collateral, i.e. the account receivable from Municipio de San Juan
in the amount of $1,900,000.00 and the balance to be paid through a
payment plan of twenty (20) years at a 5% interest per annum. The
total estimated aggregate amount of claims is $2,180,108.09.

Class 4 secured creditor BPPR, will be paid in full through a
payment plan of twenty (20) years at a 5% interest per annum.  BPPR
will retain its lien until the payment in full of its claim.

Class 5 unsecured claims will be paid 4% of their claims in 60
monthly payments.

A full-text copy of the Disclosure Statement dated June 13, 2018,
is available at:

        http://bankrupt.com/misc/prb17-05975-83.pdf

               About Girard Manufacturing, Inc.

Girard Manufacturing Inc. provides office furniture in San Juan,
Puerto Rico. The Company offers desks chairs, modular systems,
bookshelves, filing systems, and accessories, as well as online
service and support.

Girard Manufacturing, Inc., based in San Juan, PR, filed a Chapter
11 petition (Bankr. D.P.R. Case No. 17-05975) on August 24, 2017.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, serves
as bankruptcy counsel.

In its petition, the Debtor estimated $2.36 million in assets and
$3.83 million in liabilities. The petition was signed by Jose A.
Casal Seibezzi, president.


GIVE AND GO: S&P Lowers Corp. Credit Rating to 'B-', Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
rating on Give and Go Prepared Foods Corp. to 'B-' from 'B'. The
outlook is stable.

At the same time, S&P Global Ratings lowered its issue-level rating
on the company's first-lien senior secured term loan and revolver
to 'B-' from 'B'. The '3' recovery rating on the debt is unchanged
and reflects S&P's expectation of meaningful (50%-70%; rounded
estimate 60%) recovery in the event of default.

S&P said, "The downgrade reflects weakened credit measures of
8.0x-8.5x debt to EBITDA and 1.7x EBITDA interest coverage for
fiscal 2018 (year-end June 30, 2018) compared with our previous
expectation of 6.5x-7.0x and 2.5x, respectively. We expect the
deterioration in metrics to be driven by pressured margins along
with higher revolver borrowings to fund elevated capital
expenditures for the next 12 months. Due to cost overruns in the
gingerbread-house business division, combined with industrywide
higher raw material, freight, and labor costs, we expect Give and
Go's EBITDA margins to decline by more than 600 basis points in
2018-2019. Despite management's steps to improve profitability,
including investments in automation and cost efficiency, we believe
it will take some time for Give and Go to improve EBITDA because
these investments are fairly long term. As a result, given the
weaker margins combined with a bloated balance sheet from a recent
dividend recapitalization, we believe leverage will remain above 8x
for the next 12 months. In addition, we expect the company to
maintain EBITDA interest coverage of 1.6x-1.7x, which introduces
heighted credit and execution risk, during a period of weaker
profitability and higher capital expenditures. Although we do not
anticipate any liquidity risks, a further reduction in EBITDA
combined with increased revolver borrowings could lead to covenant
pressures and limit the company's ability to fully use its revolver
availability."

Give and Go is a North American baked goods company. The company
competes in the in-store bakery section of retail/grocery stores,
and offers both private label and branded offerings, including
recognizable brands such as two-bite and Kimberley's Bakeshoppe.

The stable outlook on Give and Go reflects S&P Global Ratings' view
that the company will maintain adjusted debt-to-EBITDA of 8.0x-8.5x
and EBITDA interest coverage of about 1.7x through modest organic
revenue growth, partially offset by pressured margins from rising
labor, commodity, and freight costs. S&P expects elevated capital
expenditures for the next 12-24 months will lead to negative cash
flow generation that would be funded through higher borrowings on
the revolver.

S&P said, "We could lower the rating if the company's EBITDA
interest coverage falls below 1.5x and adjusted debt-to-EBITDA
moves above 9.0x reflecting an unsustainable capital structure. We
believe such a scenario could reflect EBITDA margins declining by
more than 200 basis points from our base-case scenario. In
addition, weaker operating performance could lead to a tighter
covenant cushion such that the company is unable to use its full
revolver availability. As a result, the company could face
liquidity risks given negative cash generation with no clear path
of deleveraging.

"We are unlikely to raise the ratings in the next year as we
believe the company will need some time to improve operations and
increase profit margins. However, we could consider an upgrade if
Give and Go can increase EBITDA margins by more than 400 basis
points from our base-case scenario, and sustain leverage below 7x
and EBITDA interest coverage above 2x."


GOLDEN INSURANCE: A.M. Best Lowers Finc'l. Strength Rating to C++
-----------------------------------------------------------------
A.M. Best has downgraded the Financial Strength Rating to C++
(Marginal) from B- (Fair) and the Long-Term Issuer Credit Rating to
"b" from "bb-" of Golden Insurance Company, A Risk Retention Group
(Golden) (Denver, NC). The outlook of these Credit Ratings
(ratings) is negative. Concurrently, A.M. Best has withdrawn the
ratings as the company has requested to no longer participate in
A.M. Best's interactive rating process.

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

The rating downgrades are driven by the company's adverse reserve
development in the general liability business, which has led to
surplus deterioration in recent years. The surplus declines have
placed added stress on underwriting leverage ratios and
risk-adjusted capitalization. In addition, the company's five-year
average pre-tax and total returns on revenue and equity are
negative and compare unfavorably with the composite. Further, the
company has somewhat mitigated the stress on its balance sheet
through revising the quality and quantity of its reinsurance.
Additionally, the company has enacted multiple underwriting changes
in earlier years to prevent these issues from reoccurring.

The underwriting changes to the general liability business appear
to show early favorable results. However, the adverse development
from earlier years has continued to flow into the more recent
years' results, and has led to significant underwriting and
operating losses. The negative outlooks reflect the continued
uncertainty around the prior year development and the potential for
any additional adverse development. The general liability business
results are somewhat mitigated by a profitable book of warranty
business, for which the company identifies as its core business.


GOLDMAN SACHS: S&P Lowers ICR to 'BB+' Then Withdraws Rating
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Goldman
Sachs BDC Inc. (GSBD) to 'BB+' from 'BBB-'. S&P said, "We also
lowered the rating on the company's unsecured convertible notes to
'BB' from 'BBB-'. We subsequently withdrew the ratings at the
issuer's request. The outlook was stable at the time of
withdrawal."

On June 15, GSBD's shareholders voted to approve the adoption of
the modified asset coverage requirement allowed by the Small
Business Credit Availability Act with regard to business
development companies (BDCs). The company's applicable minimum
asset coverage ratio will immediately decline to 150% from 200%,
which effectively increases its maximum allowed debt-to-equity
ratio to 2:1 from 1:1. As a result, S&P's anchor for GSBD is now
'bb+', which is the starting point for itsr ratings on BDCs that
adopt the lower asset coverage requirement.



GREEN BROTHERHOOD: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: Green Brotherhood, LLC
        633 Stone Chapel Rd.
        Westminster, MD 21157

Business Description: Green Brotherhood, LLC is a lessor of real
                      estate based in Westminster, Maryland.

Chapter 11 Petition Date: June 21, 2018

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

Case No.: 18-18361

Judge: Hon. Nancy V. Alquist

Debtor's Counsel: Edward M. Miller, Esq.
                  MILLER & MILLER, LLP
                  39 N. Court St.
                  Westminster, MD 21157
                  Tel: (410) 751-5444
                  Fax: (410) 751-6633
                  E-mail: mmllplawyers@verizon.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by David Green, member.

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

           http://bankrupt.com/misc/mdb18-18361.pdf


H2O BAGEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: H2O Bagel No. 2, LLC
        5700 Hamilton Way
        Boca Raton, FL 33496

Business Description: H2O Bagel No. 2, LLC is a specialty store
                      retailer in Boca Raton, Florida.

Chapter 11 Petition Date: June 22, 2018

Case No.: 18-17542

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

Judge: Hon. Erik P. Kimball

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

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven Fassberg, manager.

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

    http://bankrupt.com/misc/flsb18-17542_creditors.pdf

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

          http://bankrupt.com/misc/flsb18-17542.pdf


HAROLD ROSBOTTOM: Appeal Not Incurably Defective, Court Rules
-------------------------------------------------------------
In the cases captioned HAROLD L. ROSBOTTOM, JR, v. GERALD H.
SCHIFF, Civil Action Nos. 17-0638 (LEAD), 17-0668 (MEMBER) (W.D.
La.), Chief District Judge S. Maurice Hicks, Jr. denied Gerald H.
Schiff's motion to dismiss Harold L. Rosbottom's appeal.

Schiff argues that Rosbottom's appeal is incurably defective
rendering the Court without subject matter jurisdiction because
Rosbottom cannot appeal the 13 separate orders entered into by the
bankruptcy court by means of a single notice of appeal. In other
words, Schiff contends that Rosbottom must file separate notices of
appeal, as to each order, accompanied by the appeal fee, in order
for his appeal to be procedurally sound.

Although the bankruptcy court denied as moot each of Rosbottom's
separate orders after it entered its Final Decree Order, the Court
is not persuaded by Schiff's novel argument that Rosbottom's appeal
is incurably defective. By filing numerous motions, it can be
reasonably inferred that Rosbottom sought to appeal the bankruptcy
court's Final Decree Order, which mooted his prior motions to
modify the Chapter 11 Reorganization Plan. It appears to the Court
that although vexatious, Rosbottom's intention was to have the
bankruptcy court conduct a hearing on his proposal for a modified
Chapter 11 Reorganization Plan. Moreover, Schiff will not be
prejudiced or misled by the mistake because he as the Trustee is
well aware of the procedural posture of the proceedings since very
early in the litigation. Lastly, requiring Rosbottom to file 13
separate notices of appeal as to each order would not only be
inefficient and costly to Rosbottom and future appellants under
like circumstances, but it would be burdensome on the clerk of
court and its resources.

A copy of the Court's Order dated May 30, 2018 is available at
https://bit.ly/2t49z6t from Leagle.com.

Harold L. Rosbottom, Jr., Appellant, pro se.

Gerald H Schiff, Appellee, represented by Peter A. Kopfinger --
peter.kopfinger@kellyhart.com --  Kelly Hart Pitre, Armistead Mason
Long , Gordon Arata et al, Courtney Smart Lauer , Vinson & Elkins,
Louis M. Phillips -- louis.phillips@kellyhart.com -- Kelly Hart
Pitre, Patrick Michael Shelby -- rick.shelby@kellyhart.com -- Kelly
Hart Pitre & Ryan James Richmond , Stewart Robbins & Brown.

Louisiana Truck Stop & Gaming L L C, Appellee, represented by Peter
A. Kopfinger, Kelly Hart Pitre & Louis M. Phillips, Kelly Hart
Pitre.

              About Harold L. Rosbottom

Harold L. Rosbottom, Jr., filed for Chapter 11 bankruptcy
protection (Bankr. W.D. La. Case No. 09-11674) on June 9, 2009,
estimating its assets at between $1 million and $10 million.  The
petition was signed by Mr. Rosbottom, Jr.  Patrick S. Garrity,
Esq., who has an office in Baton Rouge, Louisiana, serves as the
Debtor's bankruptcy counsel.


HEMOLIFE MEDICAL: Clarrence Buying All Assets for $1.3 Million
--------------------------------------------------------------
Hemolife Medical, Inc. asks the U.S. Bankruptcy Court for the
Central District of California to authorize the sale of
substantially all assets to Clarrence AG for $1.29 million, subject
to overbid.

A hearing on the Motion is set for June 26, 2018 at 1:30 p.m.

The parties have entered into Asset Purchase Agreement.  The APA
was the result of extensive marketing by the Debtor's sales agent,
Sherwood Partners, Inc., and negotiations between the Debtor and
the Purchaser.  Under the APA, the Purchaser has agreed to purchase
the vast majority of the Debtor's assets for total consideration of
$1.29 million, free and clear of all Encumbrances.  

The purchase price consists of a combination of (1) debt assumption
(or additional cash if the holders of the Debtor's Pre-Petition
Secured Debt do not consent to the Stalking Horse's assumption of
their pre-petition secured debt, which pre-petition secured debt is
estimated to be approximately $597,110); (2) a credit bid of the
debtor-in-possession loan obligation owed to the Stalking Horse
(which is estimated to be approximately $638,167); and (3) cash in
an amount that is equal to $1.29 million minus the Debt Assumption
and Credit Bid, which cash amount is estimated to be approximately
$54,724 ($1.29 million minus $597,110 minus $638,167).  However,
the cash component of the Debt Assumption to be paid to the extent
that the holders of the Pre-Petition Secured Debt do not consent to
the debt assumption plus the Cash Payment will not exceed
$651,834.

The Debtor is also asking the Court's approval of its assumption
and assignment to the Purchaser, or the successful overbidder, of
those unexpired leases and executory contracts that the Purchaser
or the successful overbidder wishes to assume.  A schedule of all
of the Debtor's known executory contracts and unexpired leases,
along with the Debtor's belief as to all outstanding cure amounts
owing by the Debtor to the other parties to those executory
contracts and unexpired leases, is attached as Exhibit 2 to Barring
Declaration.

The Purchaser has not yet identified for the Debtor which of the
Debtor's executory contracts and unexpired leases that it desires
to have assigned to the Purchaser.  If the Purchaser is the winning
bidder at the Auction or if there is no Auction, the Purchaser is
required to make that designation by one day prior to the sale
closing.  If someone other than Purchaser is the successful bidder
at the Auction, the Debtor will not know which of its executory
contracts and unexpired leases the winning bidder will desire to
have assigned to it until the winning bidder at the Auction makes
that determination which the winning bidder will also be required
to make by one day prior to the closing of the sale.

In order to insure that the highest price possible is paid for the
Purchased Assets, as set forth in the Bidding Procedures Motion
filed by the Debtor on June 4, 2018 and subject to the Court's
approval of the Bidding Procedures and granting of the Bidding
Procedures Motion, the Debtor's proposed sale to the Purchaser will
be subject to overbid at an auction to be held in the Bankruptcy
Court at a hearing to be held on June 26, 2018, at 1:30 p.m. (PT).

The Debtor has retained the highly regarded sales agent Sherwood to
market the Purchased Assets for sale and overbid and to work with
the Debtor to conduct the Auction in the event that there is one or
more qualified overbidders.  Sherwood has continued to market the
Debtor's business/assets since the receipt of the offer and APA
from Purchaser and will continue to do so through the Auction.

The Debtor intends to ask the Court's approval of the sale of the
Purchased Assets to the Purchaser or a successful overbidder
immediately following the completion of the Auction.  If there are
no qualified overbidders, it will proceed to request the Court to
approve its sale of the Purchased Assets and its assumption and
assignment of the Designated Contracts to the Purchaser at the
hearing to be held on June 26, 2018.  The winner of the Auction
(whether it be the Purchaser or a qualified overbidder) or the
Purchaser if there are no qualified bidders, is required to close
its purchase of the Purchased Assets within five days after entry
of a Court order approving the sale.

Given its lack of cash and ability to generate cash through
operations, the Debtor has concluded that consummating a sale of
the Purchased Assets for the most money possible is in the best
interests of its creditors and is more than sufficient to enable
the Debtor to pay in full those secured creditors who do not
consent to having Purchase assume their secured debt.  Since the
Debtor will run out of cash on July 4, 2018, without a prompt sale
of its assets, it will be forced to shut down its operations and
the value of the Purchased Assets will significantly decline or
even be eviscerated.

Finally, the Debtor asks the Court to waive the 14-day stay periods
set forth in Bankruptcy Rules 6004(h) and 6006(d).

                     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.



HIGHLAND CLIFFS: Taps Michael G. McAuliffe as Legal Counsel
-----------------------------------------------------------
Highland Cliffs, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire The Law Office of
Michael G. McAuliffe, Esq. as its legal counsel.

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

The firm will charge $400 per hour for the services of its
attorneys and $100 per hour for paralegal services.

Michael McAuliffe, Esq., at McAuliffe, disclosed in a court filing
that his firm neither holds nor represents any interest adverse to
the Debtor.

The firm can be reached through:

     Michael G. McAuliffe, Esq.
     The Law Office of Michael G. McAuliffe, Esq.
     68 South Service Road, Suite 100
     Melville, NY 11747
     Tel: 516-927-8413
     Fax: 516-927-8414
     Email: mgmlaw@optonline.net

                      About Highland Cliffs

Highland Cliffs, LLC is a privately-held company based in Yonkers,
New York, engaged in activities related to real estate.  Its
principal assets are located at Lamb & Skyline Drive Saugerties,
New York.

Highland Cliffs sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. N.Y. Case No. 18-22651) on May 1,
2018.

In the petition signed by Thomas Conneally, managing member, the
Debtor  estimated assets of less than $1 million and liabilities of
$1 million to $10 million.  

Judge Robert D. Drain presides over the case.


HOUT FENCING: Taps David A. Tilem as Legal Counsel
--------------------------------------------------
Hout Fencing of Wyoming, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of Wyoming to hire the Law
Offices of David A. Tilem as its legal counsel.

The firm will assist the Debtor in the preparation of a plan of
reorganization; analyze proofs of claim; and provide other legal
services related to its Chapter 11 case.

David Tilem, Esq., and Patrick Hunter, Esq., the attorneys who will
be handling the case, charge $550 per hour and $350 per hour,
respectively.  The hourly fees for paralegals range from $150 to
$200.

The Debtor paid the firm a retainer in the sum of $21,717.   

Patrick Hunter, Esq., at Tilem, disclosed in a court filing that
his firm has not represented, is not representing and will not
represent any related debtor in a bankruptcy case.

The firm can be reached through:

     Patrick M. Hunter, Esq.
     Law Offices of David A. Tilem
     P.O. Box 337
     Casper, WY 82602-0337
     Phone: (307)235-1900 / (800) 474-0097
     Fax: (818) 507-6800

                 About Hout Fencing of Wyoming

Hout Fencing of Wyoming, Inc., is a fence contractor based in
Worland, Wyoming, offering bridge and barrier fence installation
and repair.  The company serves Cheyenne, Laramie, Casper, Buffalo,
Sheridan, Gillette, Rawlins, Rock Springs, Cody and New Mexico
areas.

Hout Fencing of Wyoming sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Wyo. Case No. 18-20423) on May 23, 2018.
In the petition signed by Dave Hout, president, the Debtor
disclosed $3.50 million in assets and $3.63 million in liabilities.
Judge Cathleen D. Parker presides over the case.



HUNT COMPANIES: S&P Affirms 'BB-' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings said it affirmed its 'BB-' issuer credit rating
on Hunt Companies Inc. The outlook remains stable. S&P said, "We
also affirmed our 'BB-' issue rating on Hunt's $600 million senior
secured notes. The recovery rating on the notes is '4', reflecting
our expectation for average recovery (35%) in a default scenario."


In May, Hunt formed a new intermediate holding company with Hunt's
interests in Hunt Mortgage Group, Hunt Capital Partners, Hunt
Financial Securities, Hunt Investment Management, Cazenovia Creek,
Pinnacle, and Amber. Hunt subsequently sold a 19.6% interest in the
new company to an investor for a $205 million of convertible
preferred equity. The proceeds from the sale will be retained for
growth capital. If the interest is not converted by year five, the
preferred will be redeemed at the higher of the "as converted"
value (year-five valuation) or the liquidation preference, payable
by the end of year seven.  

S&P said, "We take a slightly negative view of the transaction
because we believe the preferred equity structurally subordinates
creditors at the top-level holding company, the legal entity we
rate. As a result, unless redeemed, we believe the issuance of
preferred stock at a subsidiary holding company would lead to lower
recovery for senior secured creditors in a hypothetical default,
although we still estimate a total recovery for those creditors to
be 35%.

"We view positively that the inflow of capital will provide
liquidity to Hunt to pursue new investment opportunities. Although
the additional leverage at the subsidiary level, which is not
included in our measure of Hunt's leverage, will need to be
deployed judiciously because we believe we are in the late stages
of an economic cycle. Moreover, Hunt sold interests in business
units that generate earnings that are more stable than its real
estate development segments, which further underscores the
importance of investing the proceeds profitably.

"Hunt also reported its first-quarter results, which were in line
with our expectations, and a net asset value of $1.55 billion. Hunt
reported $2.2 million of EBITDA in the first quarter comparted to
$2.7 million of negative EBITDA in the first quarter of 2017, a $5
million increase year over year. The first quarter is the lowest
point seasonally because many of Hunt's property-related business
segments are skewed toward the second half of the calendar year.
For example, homebuilders buy in advance of the spring-summer
selling season, private-public-partnerships waterfall distributions
for earnings may be skewed toward the end of the year, and tax lien
purchases usually occur over the summer.

"Excluding monetizations of multifamily properties, we expect Hunt
to earn $85 million to $120 million of adjusted EBITDA over each of
the next two years. If we were to include monetizations, adjusted
EBITDA could be $100 million to $125 million. Hunt earned $108
million of EBITDA in 2016 and $102 million of EBITDA in 2017. We
expect Hunt to operate with net debt to adjusted EBITDA between
4.0x and 5.0x, adjusted EBITDA coverage of interest between 2.0x to
3.0x, funds from operations (FFO) to debt between 10% and 20%, and
ample headroom to its net asset value covenants.

"Our measure of Hunt's debt and leverage focus on parent-level
recourse debt. We do not include subsidiary-level debt that is
nonrecourse to the parent because we believe Hunt has sufficiently
diversified earnings streams to support parent-company debt. The
subsidiary-level debt is mostly secured by specific assets as well.
Nevertheless, we monitor group leverage because there are covenants
that limit comprehensive recourse debt and an overall rise in group
leverage could hurt Hunt's financial flexibility and affect
consolidated earnings.

"Our calculation of debt therefore includes Hunt's $600 million
senior secured notes, $18 million of debt secured by an aircraft,
and $11 million of operating lease adjustments. From this, we net
$65 million of cash against debt to arrive at our net debt figure.
Since our initial rating in February, we have narrowed our
definition of surplus cash to cash at the parent level and cash at
subsidiaries that have no debt and no restrictions on upstream
distributions. This caused net debt to EBITDA to rise 4.0x to 5.0x
from 3.0x to 4.0x, but did it not affect our financial risk
assessment because Hunt's EBITDA coverage of interest and FFO to
debt metrics were already in the "aggressive" category.

"Our outlook on Hunt is stable, which reflects our expectation that
Hunt will generate relatively stable EBITDA from ongoing
operations, but periodic sales of properties or business units
could cause reported earnings to be uneven until capital is
redeployed. Hunt has made several acquisitions and divestitures
over the past few years as it sought to redeploy capital and
maximize shareholder returns. We expect Hunt to operate with net
debt to adjusted EBITDA between 4.0x and 5.0x, adjusted EBITDA
coverage of interest between 2.0x to 3.0x, FFO to debt between 10%
and 20%, and ample headroom to its net asset value covenants.

"We could lower rating over the next six to 12 months if earnings
deteriorate, net recourse debt to EBITDA were to exceed 5.0x or
EBITDA coverage of interest fell below 1.5x over a sustained
period, or if the company were to approach one of its covenant
thresholds. We could also lower the rating if the company's
organizational structure limits financial flexibility, if recurring
revenue sources as a proportion of total revenue declines, or if
the company's net asset value significantly declined.

"We believe an upgrade is unlikely over the next one to two years.
Over time, we could upgrade Hunt if we expected the company to
consistently operate with net recourse debt to EBITDA significantly
below 4.0x, EBITDA coverage of interest above 3.0x, and FFO to debt
over 20%. However, we only would do so after further consideration
at that time of our ratings on the company relative to peers,
particularly taking into account the significant level of debt at
its operating subsidiaries, the volatility of its earnings, and the
extent of its margin compared to leverage and interest coverage
thresholds listed above."


ICSH PARENT: S&P Puts 'B' Corp. Credit Rating on Watch Negative
---------------------------------------------------------------
S&P Global Ratings placed its 'B' corporate credit and issue-level
ratings on Maitland, Fla.-based ICSH Parent Inc. (doing business as
Industrial Container Services [ICS]) on CreditWatch with negative
implications.

The CreditWatch negative placement follows ICS' announcement that
it has entered into a definitive agreement to be acquired by BWAY
Holding Co.

S&P said, "The CreditWatch placement reflects that we have limited
information regarding the transaction. When resolving the
CreditWatch placement, we will discuss the strategic implications
of the sale and the new capital structure with the company's
management team. While the specific transaction terms have not been
disclosed, we do not expect ICS' leverage to meaningfully improve
from its already elevated levels. We intend to resolve the
CreditWatch placement once we have a better understanding of BWAY's
operating plans and pro forma capital structure. We expect all
outstanding debt to be fully redeemed. Given the nature of the
acquisition, we also expect to withdraw all ratings on ICS.

"We will continue to monitor the developments related to this
transaction. We expect to resolve the CreditWatch placement within
90 days, after we review BWAY's operating plans and financial
policy objectives, as well as ICS' new capital structure."


IHEARTMEDIA INC: Has $450M New DIP Credit Facility with Citibank
----------------------------------------------------------------
iHeartCommunications, Inc., an indirect subsidiary of the Company,
entered into a Superprioirty Secured Debtor-in-Possession Credit
Agreement, as parent borrower, with iHeartMedia Capital I, LLC,
certain Debtor subsidiaries of iHeartCommunications, as subsidiary
borrowers, Citibank, N.A., as a lender and administrative agent,
the swing line lenders and letter of credit issuers named therein
and the other lenders from time to time party thereto. The entry
into the DIP Credit Agreement was approved by the United States
Bankruptcy Court for the Southern District of Texas, Houston
Division.

Size and Availability

The DIP Credit Agreement provides for a first-out asset-based
revolving credit facility in the aggregate principal amount of up
to $450 million, with amounts available from time to time
(including in respect of letters of credit) equal to the lesser of
(i) the borrowing base, which equals 90.0% of the eligible accounts
receivable of iHeartCommunications and the subsidiary guarantors,
subject to customary reserves and eligibility criteria, and (ii)
the aggregate revolving credit commitments. As of the DIP Closing
Date, the aggregate revolving credit commitments were $450.0
million. Subject to certain conditions, iHeartCommunications may at
any time request one or more increases in the amount of revolving
credit commitments, in minimum amounts of $10.0 million and in an
aggregate maximum amount of $100.0 million.

The proceeds from the DIP Facility were made available on the DIP
Closing Date, and were used to fully pay off and terminate
iHeartCommunications' asset-based credit facility and all
commitments thereunder governed by the credit agreement, dated as
of November 30, 2017, by and among iHeartCommunications, Holdings,
the Subsidiary Borrowers, and the lenders and issuing banks from
time to time party thereto and TPG Specialty Lending, Inc., as
administrative agent and collateral agent.

Interest Rate and Fees

Borrowings under the DIP Credit Agreement bear interest at a rate
per annum equal to the applicable rate plus, at
iHeartCommunications' option, either (1) a base rate determined by
reference to the highest of (a) the rate announced from time to
time by the Administrative Agent at its principal office, (b) the
Federal Funds rate plus 0.50%, and (c) the Eurocurrency rate for an
interest period of one month plus 1.00% or (2) a Eurocurrency rate
that is the greater of (a) 1.00%, and (b) the quotient of (i) the
ICE LIBOR rate, or if such rate is not available, the rate
determined by the Administrative Agent, and (ii) one minus the
maximum rate at which reserves are required to be maintained for
Eurocurrency liabilities. The applicable rate for borrowings under
the DIP Credit Agreement is 2.25% with respect to Eurocurrency rate
loans and 1.25% with respect to base rate loans.

In addition to paying interest on outstanding principal under the
DIP Credit Agreement, iHeartCommunications is required to pay a
commitment fee of 0.50% per annum to the lenders under the DIP
Credit Agreement in respect of the unutilized revolving commitments
thereunder.  iHeartCommunications must also pay a letter of credit
fee equal to 2.25% per annum.

Maturity

Borrowings under the DIP Credit Agreement will mature, and lending
commitments thereunder will terminate, upon the earliest to occur
of: (a) June 14, 2019, the Scheduled Termination Date (provided
that to the extent the Consummation Date has not occurred solely as
a result of failure to obtain necessary regulatory approvals, the
Scheduled Termination Date shall be September 16, 2019); and (b)
the date of the substantial consummation (as defined in the
Bankruptcy Code) of a confirmed plan of reorganization pursuant to
an order of the Bankruptcy Court; provided, that if the DIP
Facility is converted into an exit facility, then the borrowings
will mature on the maturity date set forth in the credit agreement
governing such exit facility.

Prepayments

If at any time (a) the revolving credit exposures exceeds the
revolving credit commitments (this clause (a), the "Excess") or (b)
the lesser of the borrowing base and the aggregate revolving credit
commitments minus $37.5 million minus the aggregate revolving
credit exposures (the clause (b), the "Excess Availability"), is
for any reason less than $0, iHeartCommunications will be required
to repay all revolving loans outstanding, and cash collateralize
letters of credit in an aggregate amount equal to such Excess or
until Excess Availability is not less then $0, as applicable.

iHeartCommunications may voluntarily repay, without premium or
penalty, outstanding amounts under the revolving credit facility at
any time.

Guarantees and Security

The facility is guaranteed by, subject to certain exceptions,
iHeartCommunications' Debtor subsidiaries. All obligations under
the DIP Credit Agreement, and the guarantees of those obligations,
are secured by a perfected first priority senior priming lien on
all of iHeartCommunications' and all of the subsidiary guarantors'
accounts receivable and related proceeds thereof, subject to
certain exceptions.

Certain Covenants and Events of Default

The DIP Credit Agreement includes negative covenants that, subject
to significant exceptions, limit iHeartCommunications' ability and
the ability of its restricted subsidiaries to, among other things:

      * incur additional indebtedness;
      * create liens on assets;
      * engage in mergers, consolidations, liquidations and
        dissolutions;
      * sell assets;
      * pay dividends and distributions or repurchase capital
        stock;
      * make investments, loans, or advances;
      * prepay certain junior indebtedness;
      * engage in certain transactions with affiliates; or
      * change lines of business.

The DIP Credit Agreement includes certain customary representations
and warranties, affirmative covenants and events of default,
including but not limited to, payment defaults, breach of
representations and warranties, covenant defaults, cross-defaults
to certain indebtedness, certain bankruptcy-related events, certain
events under ERISA, material judgments and a change of control. If
an event of default occurs, the lenders under the DIP Credit
Agreement will be entitled to take various actions, including the
acceleration of all amounts due under the DIP Credit Agreement and
all actions permitted to be taken under the loan documents or
applicable law, subject to the terms of the DIP Order.

Conversion to Exit Facility

Upon the satisfaction or waiver of the conditions set forth in the
DIP Credit Agreement and the entry by the Bankruptcy Court of an
order confirming an acceptable plan of reorganization, the DIP
Facility will convert into an exit facility on the terms set forth
in an exhibit to the DIP Credit Agreement.

A copy of the SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT
AGREEMENT Dated as of June 14, 2018, among IHEARTCOMMUNICATIONS,
INC., a Debtor and Debtor-in-Possession under Chapter 11 of the
Bankruptcy Code, THE SEVERAL SUBSIDIARIES OF IHEARTCOMMUNICATIONS,
INC. PARTY HERETO, each a Debtor and Debtor-in-possession under
Chapter 11 of the Bankruptcy Code, IHEARTMEDIA CAPITAL I, LLC, a
Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy
Code, CITIBANK, N.A., as Administrative Agent, CITIGROUP GLOBAL
MARKETS INC., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK
USA, PNC CAPITAL MARKETS LLC and RBC CAPITAL MARKETS, as Lead
Arrangers, and THE OTHER LENDERS AND L/C ISSUERS PARTY HERETO, is
available at https://goo.gl/QYXkzi

The members of the new lending syndicate are:

     * CITIBANK, N.A., as Administrative Agent, Swing Line
       Lender, L/C Issuer and Lender

     * DEUTSCHE BANK AG NEW YORK BRANCH, as a L/C Issuer and
       a Lender

     * GOLDMAN SACHS BANK USA, as a L/C Issuer and a Lender

     * PNC BANK, NATIONAL ASSOCIATION as a L/C Issuer and
       a Lender

     * ROYAL BANK OF CANADA, as a L/C Issuer and a Lender

     * CITIZENS BANK, N.A., as a Lender

     * JPMORGAN CHASE BANK, N.A., as a Lender

     * MORGAN STANLEY SENIOR FUNDING, INC., as a Lender

                  About iHeartMedia, Inc. and
                   iHeartCommunications, Inc.

iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company.  Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations.  The Company's outdoor
business reaches over 34 countries across five continents.

To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018.  The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.

Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.

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

The Debtors hired Kirkland & Ellis LLP as legal counsel; Jackson
Walker L.L.P. as local bankruptcy counsel; Munger, Tolles & Olson
LLP as conflicts counsel; Moelis & Company and Perella Weinberg
Partners L.P as financial advisors; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice & claims
agent.

The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor.  The ad hoc group of Term
Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as
counsel; and Ducera Partners as financial advisor.  The Legacy
Noteholder Group is represented by White & Case LLP as counsel. The
Debtors' equity sponsors are represented by Weil, Gotshal & Manges
LLP as counsel.

The Office of the U.S. Trustee for Region 7 on March 21, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of iHeartMedia, Inc.
and its affiliates.  The Committee tapped Akin Gump Strauss Hauer &
Feld LLP as its legal counsel, FTI Consulting, Inc., as its
financial advisor, and Jefferies LLC as its investment banker.


IHEARTMEDIA INC: Liberty Drops $1.16-Bil. Equity Investment Offer
-----------------------------------------------------------------
Liberty Media Corporation on Friday announced that it has withdrawn
its its proposal for an equity investment in iHeartMedia, Inc.
after reviewing results which were below expectations and
negatively impacted Liberty's initial estimates of value.

"We remain open to future discussions as iHeart proceeds with its
reorganization," Englewood, Colorado-based Liberty said.

As widely reported, Liberty Media offered to acquire 40% of
iHeartMedia for $1.16 billion.

Gene Maddaus, writing for Variety, reports that Liberty Media's
withdrawal came as iHeartMedia informed the bankruptcy court on
Thursday that neither the company nor its senior creditors thought
the transaction was worth pursuing.  IHeartMedia did not rule out
some other arrangement, noting that combining the businesses could
create $500 million in operational synergies.  But it cited "pro
forma corporate governance issues, the ability to achieve
operational synergies in a minority interest structure, and
purchase price" as reasons for rejecting the deal, Variety said.

In its statement to the court, iHeart said it is also open to a
continuing dialogue with Liberty, and with other potential
partners, according to Variety.  "It is possible that such efforts
result in the Debtors obtaining a higher or better offer."

Although Liberty has formally withdrawn its offer, a deal between
the two could still come together once iHeartMedia exits
bankruptcy, said Lance Vitanza, analyst at Cowen and Co., according
to a Wall Street Journal report.  Liberty has said it owns a chunk
of iHeartMedia debt and as a creditor will end up owning an equity
stake when the company exits bankruptcy, Mr. Vitanza added.

Liberty owns $660 million of iHeartMedia debt, Liberty's Chief
Executive Officer Greg Maffei said during the company's
first-quarter earnings call in May, according to WSJ.

Liberty Media operates and owns interests in a broad range of
media, communications and entertainment businesses. Those
businesses are attributed to three tracking stock groups: the
Liberty SiriusXM Group, the Braves Group and the Formula One Group.
The businesses and assets attributed to the Liberty SiriusXM Group
(Nasdaq: LSXMA, LSXMB, LSXMK) include Liberty Media Corporation's
interest in SiriusXM. The businesses and assets attributed to the
Braves Group (Nasdaq: BATRA, BATRK) include Liberty Media
Corporation's subsidiary Braves Holdings, LLC. The businesses and
assets attributed to the Formula One Group (Nasdaq: FWONA, FWONK)
consist of all of Liberty Media Corporation's businesses and assets
other than those attributed to the Liberty SiriusXM Group and the
Braves Group, including its subsidiary Formula 1, its interest in
Live Nation Entertainment and minority equity investment in AT&T
Inc.

                  About iHeartMedia, Inc. and
                   iHeartCommunications, Inc.

iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company.  Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations.  The Company's outdoor
business reaches over 34 countries across five continents.

To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018.  The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.

Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.

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

The Debtors hired Kirkland & Ellis LLP as legal counsel; Jackson
Walker L.L.P. as local bankruptcy counsel; Munger, Tolles & Olson
LLP as conflicts counsel; Moelis & Company and Perella Weinberg
Partners L.P as financial advisors; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice & claims
agent.

The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor.  The ad hoc group of Term
Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as
counsel; and Ducera Partners as financial advisor.  The Legacy
Noteholder Group is represented by White & Case LLP as counsel. The
Debtors' equity sponsors are represented by Weil, Gotshal & Manges
LLP as counsel.

The Office of the U.S. Trustee for Region 7 on March 21, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of iHeartMedia, Inc.
and its affiliates.  The Committee tapped Akin Gump Strauss Hauer &
Feld LLP as its legal counsel, FTI Consulting, Inc., as its
financial advisor, and Jefferies LLC as its investment banker.


IL VALENTINO: Taps Spyros Kekatos as New Accountant
---------------------------------------------------
Il Valentino Restaurant Inc. and Le Grand NYC Inc. received
approval from the U.S. Bankruptcy Court for the Southern District
of New York to hire Spyros Kekatos & Associates as its new
accountant.

Spyros Kekatos will replace Peter J. Bertuglis, CPA, PC, the
accounting firm initially hired by the Debtors in connection with
their Chapter 11 cases.

Spyros Kekatos will be employed at a maximum compensation not to
exceed $15,000, plus reimbursement of work-related expenses.

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

Spyros Kekatos can be reached through:

     Spyros Kekatos
     Spyros Kekatos & Associates
     22-76 Steinway Street
     Astoria, NY 11105
     Tel: 718-721-7111
     Fax: 718-721-5988
     Email: spyrok@kekatosassociates.com

                 About Il Valentino Restaurant

Il Valentino Restaurant Inc. is engaged in the business of
operating a restaurant known as Four Cuts Steakhouse.  Four Cuts
Steakhouse is located at 1076 First Avenue, in New York.

Il Valentino Restaurant and its affiliate Le Grand NYC Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 17-10150) on Jan. 25, 2017.  In the petitions signed
by Mirso Lekic, president, both Debtors estimated assets of less
than $50,000 and liabilities of less than $500,000.  The cases are
assigned to Judge Michael E. Wiles.  Joel M. Shafferman, Esq., at
Shafferman & Feldman LLP, is the Debtors' counsel.  

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

On April 18, 2018, the Debtors filed a disclosure statement and a
Chapter 11 plan of reorganization.


INGERSOLL FINANCIAL: Exclusivity Period Extended Through June 22
----------------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida, at the behest of Ingersoll Financial,
LLC, has extended the exclusivity periods for filing a chapter 11
plan and disclosure statement and soliciting acceptances of its
plan of reorganization, through and including June 22, 2018 and
including August 17, 2018, respectively.

                    About Ingersoll Financial

Headquartered in Orlando, Florida, The Ingersoll Group --
http://www.theingersollgroup.com/-- is a national private
investment organization founded by Keith Ingersoll 12 years ago.
The Group's investments are concentrated in a few primary sectors,
including: real estate, sports management, business networking,
digital enterprise, finance, hospitality and land development.

The Ingersoll Group filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
17-07077) on Nov. 7, 2017.  In the petition signed by Keith R.
Ingersoll, president and CEO, the Debtor estimated $1 million to
$10 million in both assets and liabilities.  Frank M. Wolff, Esq.,
at Frank Martin Wolff, P.A., is the Debtor's bankruptcy counsel;
and BMC Group, Inc., as noticing agent


INTERNATIONAL GAME: S&P Rates New EUR500MM Secured Notes 'BB+'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to International Game Technology PLC's (IGT) new
EUR500 million senior secured notes due 2024. The '3' recovery
rating indicates S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 65%) for noteholders in the event of a
payment default.

The company plans to use the proceeds from the new notes, along
with cash on hand, to redeem portions of its EUR700 million 4.125%
senior secured notes due 2020 and EUR500 million 4.75% senior
secured notes due 2020 through a recently announced tender offer
and pay accrued interest, tender premiums, and transaction fees and
expenses.

All of S&P's other ratings, including its 'BB+' corporate credit
rating, on IGT remain unchanged.

The transaction will modestly improve the company's maturity
profile by extending a portion of its 2020 debt maturities. S&P
said, "However, since this is largely a debt-for-debt refinancing,
the proposed transaction does not change our forecast for IGT's
leverage. In 2018, we forecast that the company's adjusted leverage
will be in the high-4x area, which will leave it with a minimal
cushion relative to our 5x downgrade threshold. This leverage
forecast is driven largely by our expectation that IGT will have to
draw on its revolver to support heightened cash outflows in 2018,
which are primarily related to the company's share (about EUR480
million) of the concession payment to the Italian government to
renew its Scratch & Win (S&W) concession. We view this investment
favorably because it will continue to contribute to IGT's cash flow
for the life of the concession (nine years) and because it is
important to preserving IGT's strong market position in its lottery
business. Absent the heightened cash flows, we believe the
company's adjusted leverage would otherwise improve modestly in
2018 since we are forecasting that its EBITDA will increase by the
low- to mid-single digit percent area. Further, we expect its
adjusted leverage to improve to the mid-4x area in 2019, which
should provide the company with sufficient cushion to absorb a
potential modest underperformance in its EBITDA while remaining
below our downgrade threshold."

S&P's base-case forecast is based on the following assumptions:

-- S&P believes a continued favorable economic climate will lead
gaming operators to increase investment in their gaming floors to
drive visitation to, and spending at, their casinos and support
continued spending on lottery games;

-- U.S. GDP growth of 2.9% in 2018 and 2.6% in 2019 and U.S.
consumer spending growth of 2.7% in 2018 and 2.4% in 2019.

-- Eurozone GDP growth of 2.3% in 2018 and 1.9% in 2019 and
eurozone consumer spending growth of 1.7% in both 2018 and 2019.
Italian GDP growth of 1.5% in 2018 and 1.3% in 2019 and Italian
consumer spending growth of 1.1% in 2018 and 1.2% in 2019;

-- Revenue increases by the low-single digit percent area in 2018
on demand in North America and the international markets for new
gaming products rolled out in 2017 and 2018, the sale of video
lottery terminals (VLTs) to Sweden at the end of the year, and
continued modest growth in global lottery sales. S&P said, "Our
forecast also incorporates a modest revenue increase in the Italy
segment from continued lotto and S&W growth, which we believe will
offset the negative impact from a partial year of higher taxes on
gaming machines (implemented in April 2017) and the reduction in
the number of amusement with prize (AWP) units. We do not believe
the revenue impact from the reduction in AWP units will be material
since we expect that the company will be able to reduce its
operating expenses (given a smaller machine footprint) and drive
higher yields on its remaining machines";

-- S&P said, "Adjusted EBITDA increases by the low- to mid-single
digit percent area in 2018 on revenue growth and our forecast for
slightly lower year-over-year research and development (R&D)
expenses. Our measure of EBITDA is adjusted for non-cash stock
compensation expenses and operating lease and pension adjustments";
and

-- Revenue and unadjusted and adjusted EBITDA increase by the
low-single digit percent area in 2019 on a favorable economic
climate while expenses remain relatively flat as a percentage of
revenue.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

S&P said, "Our simulated default scenario contemplates a default
occurring in 2023 due to a meaningful decline in the installed base
of the company's gaming machines driven by a significant loss in
market share, the loss of a major lottery management contract,
and/or a severe and sustained economic decline that leads to a
material reduction in gaming machine yield and purchases of new
machines.

IGT's capital structure consists of $1.2 billion and EUR725 million
of total revolving credit commitments, a EUR1.5 billion term loan,
and several secured notes tranches issued at IGT. In addition,
there are also three tranches of notes issued at IGT's subsidiary,
International Game Technology. All of the debt has the same
guarantors and the notes issued at International Game Technology
are also guaranteed by IGT. In addition, the collateral for the
debt is a pledge of stock in International Game Technology and
Lottomatica Holding S.r.l., a subsidiary of IGT, and any
intercompany loans in excess of $10 million. Although the notes
issued by International Game Technology only benefit from its (and
its subsidiaries') stock and intercompany notes, we do not view
this limitation in the collateral relative to the rest of the
capital structure as material enough to warrant a distinction in
recovery prospects between the International Game Technology notes
and the remaining debt at IGT. Therefore, we assume that the
recovery prospects are aligned for all of the debt in the capital
structure.

"We assume EBITDA at emergence of $1 billion, reflecting a modest
increase from our prior assumption of $960 million due to a change
in the assumed exchange rate that led to a favorable impact on
reported EBITDA from the translation of euros into dollars. This
currency impact also results in somewhat higher debt balances at
our assumed default date.

"We assume the total revolving credit facility commitment is 85%
drawn at default."

Simplified waterfall

-- Emergence EBITDA: $1 billion
-- EBITDA multiple: 6.5x
-- Gross recovery value: $6.5 billion
-- Net recovery value after administrative expenses (5%): $6.2
billion
-- Value available for secured debt: $6.2 billion
-- Secured debt: $9.2 billion
    --Recovery expectation: 50%-70% (rounded estimate: 65%)
Note: All debt amounts include six months of prepetition interest.

  RATINGS LIST

  International Game Technology PLC
   Corporate Credit Rating         BB+/Stable/--

  New Rating

  International Game Technology PLC
   Senior Secured
    EUR500M Notes Due 2024         BB+
       Recovery Rating             3(65%)


INVENERGY THERMAL I: S&P Gives (P)B Rating on $415MM Secured Debt
-----------------------------------------------------------------
S&P Global Ratings said that it assigned its 'BB' preliminary
ratings on Invenergy Thermal Operating I LLC's $350 million term
loan B and $65 million first-lien working capital facility. The
outlook is stable.

The recovery rating on this debt is '1', indicating S&P's
expectation for very high recovery (rounded estimate: 90%) in its
default scenario.

The 'BB' ratings on ITOI's $350 million term loan B due in 2025 and
its $65 million pari passu first-lien working capital facility due
in 2023 reflect higher coverage levels compared to the facilities
being refinanced due to deleveraging, the addition of Grays Harbor
to the portfolio, and an updated base-case financial forecast that
reflects improved performance at Nelson. The project's resiliency
in our downside case also improved considerably because of lower
leverage and a higher proportion of contracted revenues over the
course of the term loan B, reducing market risk.

With the refinancing, ITOI is reducing its debt and revolver to a
combined $415 million from $585 million, extending the maturity of
the term loan to 2025 from 2022, and lowering its interest
expenses. The majority of the proceeds from the new term loan B and
$229 million of equity from the sponsor will be used to repay the
existing $310 million term loan B and $205 million term loan C. The
equity contribution, which we view favorably, follows the
introduction of AMP Capital Investors' Global Infrastructure Equity
Platform as a joint venture with Invenergy Clean Power LLC in a
50/50 partnership named Invenergy AMPCI Thermal Energy LLC (the
sponsor), which will wholly own ITOI. The working capital facility
will be $5 million less.

In addition, ITOI is lowering its interest costs. The previous term
loans B and C were priced at LIBOR + 550 basis points (bps) and 850
bps, respectively. The new term loan B is being marketed with a
spread of 375 bps and the revolver with a spread of 350 bps. The
term loan C will be retired and not replaced with any other
mezzanine debt. The 75%/100% cash flow sweeping mechanism is
replaced by a 0%/25%/50%/75% mechanism. A leverage ratio below 1
results in no cash sweep, between 1 and 2 in 25% of excess cash
flows swept, between 2 and 4 in 50%, and higher than 4 in 75%. The
leverage ratio sums distributions from the encumbered projects and
cash flow available for debt service (CFADS) from the unencumbered
projects, and divides that amount by the debt service at ITOI. The
refinancing results in around $30 million of lower annual
debt-service payments. This alone would have improved the 2017
consolidated DSCR of 1.23x by over 40 bps.

S&P said, "The stable outlook reflects our expectation that
consolidated DSCRs will remain in the lower end of the 1.5x-2.5x
range during the next several years. In the next few years, we
expect that improved financial performance due to higher capacity
factors at Nelson could be offset by weaker than anticipated
performance at Grays Harbor. Stable cash flows from the contracted
assets will continue to support debt service.

"We would lower the ratios if project spark spreads weaken,
capacity factors at Nelson decline, or Grays Harbor cannot realize
forecast energy margins or any capacity revenue after 2019, causing
minimum consolidated DSCRs to decline to the middle of the 1x-1.5x
range on a sustained basis. Persistent weaker operations at
multiple plants could also contribute to weaker ratios.

"We could raise the rating if power and capacity markets improve
significantly on a sustained basis, causing minimum consolidated
DSCRs to move to the middle of the 1.5x-2.5x range. However, even
if coverage improves at the ITOI level, given the cross default
between the projects and ITOI, we would only upgrade if the credit
quality of Hardee and St. Clair does not constrain the rating."


J MENDEL INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: J. Mendel Inc.
        36-20 34th Street
        Long Island City, NY 11106

Business Description: J. Mendel Inc. -- https://jmendel.com --
                      is a designer and manufacturer of apparel
                      for women.  The company sells ready to wear
                      designer evening dresses, party dresses,
                      formal gowns & fur.  J. Mendel also offers
                      fur storage, cleaning, re-lining,
                      alterations and monogramming services.

Chapter 11 Petition Date: June 22, 2018

Case No.: 18-43634

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

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Clifford Katz, Esq.
                  PLATZER, SWERGOLD, LEVINE, GOLDBERG, KATZ
                  & JASLOW, LLP
                  475 Park Avenue South, 18th Floor
                  New York, NY 10016
                  Tel: (212)593-3000
                  E-mail: ckatz@platzerlaw.com

                     - and -

                  Teresa Sadutto-Carley, Esq.
                  PLATZER, SWERGOLD, LEVINE, GOLDBERG, KATZ
                  & JASLOW, LLP
                  475 Park Avenue South, 18th Floor
                  New York, NY 10016
                  Tel: (212) 593-3000
                  Fax: (212) 593-0353
                  E-mail: tsadutto@platzerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by John Georgiades, president.

The Debtor did not incorporate in the petition a list of its 20
largest unsecured creditors.

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

           http://bankrupt.com/misc/nyeb18-43634.pdf


JASON FLY LOGGING: Aug. 8 Hearing of Disclosure Statement
---------------------------------------------------------
Clerk Shallanda J. Clay of the U.S. Bankruptcy Court issued a
notice of hearing on disclosure statement filed by Jason Fly
Logging, LLC.

July 17, 2018 is the fixed due date for objections of the
disclosure statement and plan, while August 8, 2018 at 10:30 A.M.
is the hearing on the disclosure statement and plan.

                     About Jason Fly Logging

Established in 2010, Jason Fly Logging, LLC, is a privately-held
logging company in Batesville, Mississippi.  Jason Fly Logging
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Miss. Case No. 18-10483) on Feb. 12, 2018.  In the petition
signed by Jason Fly, member, the Debtor estimated assets and
liabilities of $1 million to $10 million.  Judge Jason D. Woodard
presides over the case.  Toni Campbell Parker, Esq., in Memphis,
Tennessee, serves as counsel to the Debtor.


JOLIVETTE HAULING: Taps CliftonLarsonAllen as Accountant
--------------------------------------------------------
Jolivette Hauling Inc. received approval from the U.S. Bankruptcy
Court for the Western District of Wisconsin to hire
CliftonLarsonAllen as its accountant.

The firm will provide tax and accounting services in connection
with the Debtor's Chapter 11 case.  

Patrick Sturz, an accountant employed with CliftonLarsonAllen,
disclosed in a court filing that he and his firm have no
connections with any of the Debtor's creditors.

The firm can be reached through:

     Patrick Sturz
     CliftonLarsonAllen
     3402 Oakwood Mall Drive, Suite 100
     P.O. Box 810
     Eau Claire, WI 54701-7672
     Tel: 715-852-1100 / 715-852-1120
     Fax: 715-852-1101

                     About Jolivette Hauling

Jolivette Hauling Inc. is a licensed and bonded freight shipping
and trucking company running freight hauling business from Taylor,
Wisconsin.  On Aug. 31, 2017, the Company ceased its business
operations.

On March 27, 2017, Jolivette Hauling filed a voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wisc. Case No.
17-11005).  In the petition signed by James Jolivette, registered
agent, the Debtor estimated $1 million to $10 million in assets and
liabilities.

The Debtor's counsel is Evan M. Swenson, Esq., at Swenson Law Group
LLC.

The Debtor hired Barry Hansen of Hansen & Young, Inc., as
auctioneer for the sale of business equipment.


JUDYCAT INC: Aug. 22 Plan Confirmation Hearing
----------------------------------------------
Judge Cynthia A. Norton of the U.S. Bankruptcy Court for the
Western District of Missouri issued an order and notice
conditionally approving disclosure statement and plan filed by
Judycat, Inc.

August 1, 2018 is the deadline for filing with the Court objections
to the disclosure statement or plan confirmation, and August 22,
2018 at 11:00 A.M. is fixed for the hearing on final approval of
the disclosure statement and confirmation of the plan.

Payments and distributions under the Plan will be funded by the net
operational income from Debtor.

No payment will be made to general unsecured creditors.
Shareholder, Allen E. Brown will continue to receive compensation
from the operation of the Debtor's business in the amount of
$1,700. Both shareholder, Allen E. Brown and Sean Fannin will
receive all pre- petition property after conclusion of the plan.

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

       http://bankrupt.com/misc/mowb17-61330-22.pdf

                 About Judycat Inc.

Judycat, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mo. Case No. 17-61330) on Dec. 12, 2017.  Judge
Cynthia A. Norton presides over the case.  At the time of the
filing, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000.  Ted L. Tinsman, Esq., at
Douglas, Haun & Heidemann, P.C., serves as the Debtor's bankruptcy
counsel.

An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Judycat, Inc., as of Jan. 18,
2018, according to a court docket.


KADMON HOLDINGS: Vivo Opportunity Reports 6.05% Stake
-----------------------------------------------------
Vivo Capital VIII, LLC beneficially owns 4,470,882 shares of common
stock of Kadmon Holdings, Inc., which represents 3.94 percent based
on (i) 112,639,654 shares of Common Stock of the Issuer outstanding
as of June 21, 2018, and (ii) 834,519 shares of Common Stock of the
Issuer, issuable upon the exercise of 2,086,297 warrants
exercisable within 60 days of June 11, 2018.

Vivo Opportunity, LLC also reported beneficial ownership of
6,818,182 Common Shares or 6.05 percent based on 112,639,654 shares
of Common Stock of the Issuer outstanding as of June 21, 2018.  The
6,818,182 shares of Common Stock are held of record by Vivo
Opportunity Fund, L.P.  Vivo Opportunity, LLC is the general
partner of Vivo Opportunity Fund, L.P.  The voting members of Vivo
Opportunity, LLC are Frank Kung, Albert Cha, Shan Fu, Gaurav
Aggarwal and Michael Chang, none of whom has individual voting or
investment power with respect to these shares and each of whom
disclaims beneficial ownership of those shares.

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

                      https://is.gd/dSraLU

                      About Kadmon Holdings

Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/
-- is a biopharmaceutical company engaged in the discovery,
development and commercialization of small molecules and biologics
within autoimmune and fibrotic diseases, oncology and genetic
diseases.

Kadmon Holdings reported a net loss attributable to common
stockholders of $81.69 million in 2017, a net loss attributable to
common stockholders of $230.5 million in 2016, and a net loss
attributable to common stockholders of $147.1 million in 2015.  As
of March 31, 2018, Kadmon Holdings had $63.78 million in total
assets, $55.85 million in total liabilities and $7.93 million in
total stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2017, noting that the Company has suffered recurring
losses from operations and expects losses to continue in the future
that raise substantial doubt about its ability to continue as a
going concern.


KERA OAKLAND: G. Arce Waived Statutory Affirmative Defenses
-----------------------------------------------------------
Plaintiffs in the case captioned GCCFC 2005-GG5 HEGENBERGER RETAIL
LIMITED PARTNERSHIP, Plaintiff, v. GEORGE A. ARCE, et al.,
Defendants, Case No. 17-cv-03854-SI (N.D. Cal.) filed a motion to
strike defendants' affirmative defenses, which came on for hearing
before the Court on May 11, 2018. Having considered the papers
submitted, and the arguments of counsel, District Judge Susan
Illston granted the motion to strike with leave to amend.

Plaintiff GCCFC 2005-GG5 Hegenberger Retail Limited Partnership
filed the breach of guaranty action against defendants George Arce,
Raquel Remedios, and Leslie Tuttle on July 7, 2017. The Plaintiff
alleges that the defendants guaranteed, upon certain events, to pay
the amount due under a $10,500,000 Note issued to nonparty
borrowers Kera Oakland and Arce Oakland ("Borrowers"). Events
triggering the guarantee included the Borrowers' filing of
voluntary bankruptcy petitions and failure to pay amounts due under
the note.

According to the plaintiff, the borrowers stopped making payments
on the loan in or around October 2012. On July 8, 2013, each filed
separate voluntary Chapter 11 bankruptcy petitions. According to
the plaintiff, these events triggered the defendants' liability
under the guaranty contract. The Plaintiff alleges that the
defendants have not paid what is due under the note.

On Feb. 27, 2018, the defendants filed their respective answers to
the Complaint. Defendant Arce asserts four affirmative defenses:
statute of limitations; unclean hands; failure to mitigate; and
unenforceability. Defendants Remedios and Tuttle assert ten
affirmative defenses: failure to state facts; statute of
limitations; waiver; estoppel; unclean hands; laches; mitigation of
damages; cancellation; novation, and modification.

The Plaintiff argues that the Court should strike the defendants'
affirmative defenses because: (1) the defendants waived their
affirmative defenses under the plain language of the guaranty which
"absolutely, unconditionally, and irrevocably" guarantees prompt
payment of the Note issued to Kera Oakland, LLC and Arce Oakland,
LLC; and (2) defendants' affirmative defenses are insufficient
based on the Iqbal and Twombly standard.

The Defendants argue their affirmative defenses should not be
stricken because the language of the guaranty is vague. In
addition, defendants argue that equitable defenses cannot be waived
if it would result in the lender's unjust enrichment. Furthermore,
defendants Remedios and Tuttle argue the Discounted Payoff
Agreement, dated Dec. 22, 2015, changed the definition of Guarantor
from all three Defendants to Defendant Arce.

Here, the language in the guaranty "absolutely, unconditionally,
and irrevocably" guarantees prompt payment of the note. In
accordance with section 2856, the "Guarantor also waives any right
or defense based upon an election of remedies by Lender." Although
the language is broad, it expresses a strong intent to waive the
guarantor's rights and defenses in accordance with section 2856(b).
Thus, Defendants waived their statutory and legal affirmative
defenses. However, given the claims regarding bad faith and unjust
enrichment in defendants' oppositions, defendants' equitable
affirmative defenses are not waived.

However, the defendant's affirmative defenses must contain
sufficient factual matter to state a defense that is "plausible on
its face." Here, defendants' affirmative defenses contain
insufficient factual support to be "plausible on [their] face."
Accordingly, the Court grants plaintiff's motion to strike.
However, "where a court strikes an affirmative defense, leave to
amend should be freely given so long as there is no prejudice to
the moving party." Here, there is no prejudice to the moving party
given the early stage of the case and the material nature of
defendants' claims. Therefore, the Court grants defendants leave to
amend their equitable affirmative defenses, namely: estoppel,
unclean hands, laches, and failure to mitigate.

A full-text copy of the Court's Order dated May 24, 2018 is
available at https://bit.ly/2tenVjV from Leagle.com.

GCCFC 2005-GG5 Hegenberger Retail Limited Partnership, a Delaware
limited partnership, Plaintiff, represented by Meagen Eileen Leary
-- meleary@duanemorris.com -- Duane Morris LLP, Elinor Hart
Murarova -- EHart@duanemorris.com -- Duane Morris LLP & Paul Evans
Chronis , McDermott Will & Emery LLP, pro hac vice.

George A. Arce, Jr., Defendant, represented by Robert E. Freitas --
rfreitas@fawlaw.com -- Freitas Angell & Weinberg LLP & Kayla Ann
Odom  -- kodom@fawlaw.com -- Freitas Angell and Weinberg LLP.

Raquel M. Remedios & Leslie M. Tuttle, Defendants, represented by
Robert A. Bleicher -- rbleicher@carr-mcclellan.com -- Carr
McClellan Ingersoll Thompson & Horn.

Kera Oakland filed for chapter 11 bankruptcy protection (Bankr.
N.D. Cal. Case No. 13-43885) on July 8, 2013.


KERR-ALBERT OFFICE: Aug. 7 Hearing on Confirmation of Plan
----------------------------------------------------------
Judge Marci B. McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan issued an order granting preliminary approval
of Kerr-Albert Office Supply, Inc., plan and disclosure statement.

The deadline to return ballots on the plan, as well as to file
objections to final approval of the disclosure statement and
objections to confirmation of the plan, is July 31, 2018.  

August 7, 2018 at 10:30 A.M., in Room 1875 is fixed as the hearing
on objections to final approval of the first amended disclosure
statement and confirmation of the plan.

              About Kerr-Albert Office Supply

Founded in 1961, Kerr-Albert Office Supplies --
http://www.kerralbert.com/-- is a family owned business in Port
Huron, Michigan.  The Company operates a store that provides a full
line of products and services in office supplies, equipment and
furniture industry.  The Company has two convenient locations to
service the Metro Detroit and Port Huron areas.

Kerr-Albert Office Supply, Inc., based in Port Huron, MI, filed a
Chapter 11 petition (Bankr. E.D. Mich. Case No. 18-41510) on Feb.
5, 2018.  In the petition signed by Ernest Albert, president, the
Debtor estimated $500,000 to $1 million in assets and $1 million to
$10 million in liabilities.  The Hon. Marci B McIvor presides over
the case.  Ryan D. Heilman, Esq., at Wernette Heilman PLLC, serves
as bankruptcy counsel.







LARUBIO PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Larubio Properties, LLC
        101 Mansion Ave
        Staten Island, NY 10308-3524

Business Description: Larubio Properties, LLC owns a single-family
                      home in Staten, New York valued by the
                      company at $750,000.  It also owns a real
                      estate investment property valued at
                      $500,000.

Chapter 11 Petition Date: June 21, 2018

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

Case No.: 18-43579

Judge: Hon. Carla E. Craig

Debtor's Counsel: Pasquale Calcagno, Esq.
                  CALCAGNO & ASSOCIATES
                  900 South Avenue
                  Staten Island, NY 10314
                  Tel: 718-568-3585
                  Fax: 718-568-3584
                  Email: pcalcagno@firstgotham.com

Total Assets: $1.25 million

Total Liabilities: $1.20 million

The petition was signed by Esther Larubio, authorized
representative.

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

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

          http://bankrupt.com/misc/nyeb18-43579.pdf


LIBERTY TOWERS: 2nd Cir. Affirms OK of Agreement with RLL, WFL
--------------------------------------------------------------
Appellants Liberty Towers Realty, LLC and Liberty Towers Realty I,
LLC in the case captioned LIBERTY TOWERS REALTY, LLC, LIBERTY
TOWERS REALTY I, LLC, Debtors-Plaintiffs-Appellants, v. RICHMOND
LIBERTY LLC, WF LIBERTY LLC, Defendants-Appellees, No. 17-2037-bk
(2nd Cir.) appeal from the June 20, 2017 order of the U.S. District
Court for the Eastern District of New York affirming the Jan. 13,
2017 order of the U.S. Bankruptcy Court for the Eastern District of
New York approving the settlement agreement between LTR, Richmond
Liberty, and WF Liberty over the objections of LTR and NCC Capital.


Upon review, the United States Court of Appeals, Second Circuit
affirms the District Court's decision.

LTR first argued that Richmond Liberty improperly moved for
approval of the settlement in LTR's bankruptcy proceedings. The
Court disagrees. Fed. R. Bankr. P. 9019(a) provides that "[o]n
motion by the trustee and after notice and a hearing, the court may
approve a compromise or settlement." Appellants argued that this
rule is clear on its face that only a trustee or
debtor-in-possession, which may serve as a trustee in a Chapter 11
case can bring a Rule 9019 motion. To support their view, they rely
primarily on the Second Circuit's opinion in In re Smart World
Technologies, LLC.

It is true that Smart World reaffirmed the general principle that
only a trustee or a debtor-in-possession can bring a Section 9019
motion in a Chapter 11 proceeding, reasoning that a
debtor-in-possession has control over the bankruptcy proceedings,
including the right to bring suit on behalf of the estate. However,
the Court recognized that "under certain circumstances, settlement
of an estate's claim could be approved over the objections of a
debtor-in-possession" if, for example, a Rule 9019 motion is
brought by a party with derivative standing. As relevant here,
"derivative standing may be appropriate where the
debtor-in-possession consents." LTR consented when it executed a
settlement agreement explicitly providing that Richmond Liberty
would file a Rule 9019 motion seeking bankruptcy court approval of
the settlement agreement. In the unique situation here where
Richmond Liberty is a debtor in its own bankruptcy proceeding that
was apparently being considered in conjunction with LTR's and to
which the settlement also pertained, it was entirely appropriate
for Richmond Liberty to have sought approval.

Next, LTR argued in its brief that it should have been allowed to
rescind its support for the settlement agreement before the
bankruptcy court approved it. At oral argument, however, LTR's
counsel conceded that debtors may not unilaterally rescind
settlement agreements. In any event, the Court agrees with the
district court and with a number of bankruptcy courts that "the
parties to a settlement agreement may not unilaterally repudiate it
after approval of it has been sought pursuant to Rule 9019."
Allowing a party to withdraw from a settlement pending court
approval would deter parties from entering into settlements in the
first place, would permit parties to abuse the bankruptcy process,
and would run contrary to generally applicable contract and
settlement principles in this Circuit.

A copy of the Court's Order dated May 31, 2018 is available at
https://bit.ly/2HZlHKu from Leagle.com.

Vincent J. Roldan -- vroldan@ballonstoll.com -- Ballon Stoll Bader
& Nadler, P.C. ( David Carlebach , Law Offices of David Carlebach,
on the brief), New York, N.Y., Appearing for Appellants.

Lori Schwartz -- ls@robinsonbrog.com -- Robinson Brog Leinwand
Greene Genovese & Gluck, P.C., New York, N.Y. for Richmond Liberty
LLC, Scott Krinsky , Backenroth, Frankel & Krinsky, LLP, New York,
N.Y. for WF Liberty LLC Appearing for Appellees.

              About Liberty Towers Realty LLC

Liberty Towers Realty LLC owns real estate assets located at 170
Richmond Terrace, Staten Island, New York 10301; 178 Richmond
Terrace, Staten Island, New York 10301, 20-24 Stuyvesant Place,
Staten Island, New York 10301; 18 Stuyvesant Place, Staten Island,
New York, 10301; and 8 Stuyvesant Place, Staten Island, New York
10301.

The Debtor sought bankruptcy protection in Brooklyn, New York
(Bankr. E.D.N.Y. Case No. 14-45187) on Oct. 15, 2014, just three
years after the dismissal of its previous Chapter 11 case. The
petition was signed by Toby Luria as member. The Debtor estimated
assets and debts of $10 million to $50 million. The Carlebach Law
Group serves as the Debtor's counsel.

On September 12, 2017, the Debtor filed a motion to substitute
Ballon Stoll Bader & Nadler PC as attorney for the Debtor.

Liberty Towers' case was initially assigned to Judge Carla E. Craig
but has been reassigned to Judge Elizabeth S. Stong due to
Liberty's previous bankruptcy case (Case 11-42589). The previous
case was dismissed July 27, 2011.

Related entity Liberty Towers Realty I, LLC, also sought bankruptcy
protection (Case No. 14-45189) on Oct. 15, 2014.

By Order dated October 19, 2017, at the behest of the United States
Trustee, the Bankruptcy Court directed the appointment of an
examiner.  Lori Lapin Jones, the Examiner of Liberty Towers Realty
LLC, hires LaMonica Herbst & Maniscalco, LLP, as her counsel.


LIFESCAN GLOBAL: Moody's Cuts Rating on 1st Lien Term Loan B to B2
------------------------------------------------------------------
Moody's Investors Service downgraded LifeScan Global Corporation's
first lien term loan rating to B2 from B1. At the same time,
Moody's affirmed all other ratings of LifeScan including the B2
Corporate Family Rating. The rating outlook remains stable.

The downgrade of the first lien term loan reflects the proposed
change in the company's capital structure. The company will be
increasing the first lien term loan by $75 million to $1.475
billion and reducing the second lien term loan to $275 million from
$350 million. The downgrade of the first lien term loan reflects
the increase in expected loss, as the level of cushion provided by
the junior capital has been reduced.

The proposed change in the capital structure is leverage neutral
and as a result Moody's has affirmed LifeScan's B2 Corporate Family
rating. Moody's also notes that the deal structure has been altered
to increase the annual term loan amortization from 3.5% per annum
to 7% per annum. Moody's considers the higher minimum amortization
requirement a credit positive, as debt will be repaid at a more
rapid pace.

The following rating was downgraded:

LifeScan Global Corporation:

$1.475 billion Gtd 1st Lien Senior Secured Term Loan B due 2025 to
B2 (LGD 3) from B1 (LGD3)

The following ratings were affirmed:

LifeScan Global Corporation:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$125 million Gtd 1st Lien Senior Secured Revolving Credit Facility
expiring 2023 at Ba2 (LGD 1)

$275 million Gtd 2nd Lien Secured Term Loan due 2026 at Caa1 (LGD
6)

The outlook on all ratings is stable

RATING RATIONALE

LifeScan's B2 Corporate Family Rating reflects its ongoing declines
in revenue due to structural declines in volume and pricing for
blood glucose monitoring strips ("BGM"). Moody's expects that
LifeScan's revenues will continue to decline in the
mid-single-digit percentage range for at least the next
two-to-three years. Moody's expects that continuous glucose
monitoring systems -- a category where LifeScan has no presence --
will gain share over time. The company's ratings also reflect
execution risk around the 'carve out' of the company from Johnson &
Johnson. LifeScan's ratings reflect its moderate leverage, as
Moody's expects that debt/EBITDA will remain below four times. The
company also benefits from its very good liquidity, reflecting
strong free cash flow. LifeScan also benefits from its leading
market position in BGM products and its global presence with a
majority of revenue generated outside North America.

The Ba2 rating assigned to the secured revolving credit facility is
three notches higher than the CFR and the secured term loan B. This
reflects the collateral package, as well as the fact that while it
shares a first lien on assets with the secured term loan B, in a
default scenario, this revolver would receive payment in full
before any distributions to the secured term loan B. The B2 rating
assigned to the secured term loan B is the same as the B2 CFR. This
also reflects the collateral package and the fact that it ranks
senior to the junior secured term loan. It also reflects that it
effectively has a second lien below the revolving credit facility
as the revolver would get paid out first in a liquidation scenario.
The Caa1 rating on the junior secured term loan reflects its
effective subordination to the revolving credit facility and term
loan B.

The rating outlook is stable. Moody's expects that LifeScan will
maintain moderate leverage and successfully transition to a
stand-alone company.

Ratings could be upgraded if LifeScan is able to stabilize its
revenues. This would likely require product innovation and
continued growth in emerging markets. The company would also need
to successfully execute the transition to a stand-alone company.
Quantitatively, ratings could be upgraded if debt/EBITDA is
sustained below 3.5 times.

Ratings could be downgraded if consolidated revenue declines
accelerate, or if financial policies become more aggressive.
Ratings could also be downgraded if LifeScan experiences
operational challenges as it transitions to a stand-alone company.
Quantitatively, ratings could be downgraded if debt/EBITDA is
sustained above 4.5 times.

Headquartered in Chesterbrook, Pennsylvania and Zug, Switzerland,
LifeScan is a manufacturer and distributor of blood glucose
monitoring systems. Products include meters, testing strips,
lancets, point of care testing systems and integrated digital
solutions. Revenues exceed $1.4 billion. LifeScan is currently a
division of Johnson & Johnson, and post-closing will be owned by
affiliates of Platinum Equity, LLC.



LINEN LOCKER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Linen Locker, LLC
           dba Allstar Laundry And Dry Cleaning
           fdba All Star Scrubs, Shoes and Chef
        1055 S. Tamiami Trail, Suite 101
        Sarasota, FL 34236

Business Description: The Linen Locker, LLC is engaged in the
                      dry cleaning and laundry business.

Chapter 11 Petition Date: June 22, 2018

Case No.: 18-05188

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

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

Total Assets: $521,050

Total Liabilities: $1 million

The petition was signed by David G. Walstad, operating manager.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/flmb18-05188.pdf


LINTON MAHONEY: $315K Sale of LaGrange Property to Martinez Okayed
------------------------------------------------------------------
Judge Timothy Barnes of the U.S. Bankruptcy Court for the Northern
District of Illinois authorized Clinton J. Mahoney's sale of the
residential real property located at 11145 80th Place, LaGrange,
Illinois to Melissa Paige Martinez for $315,000.

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

The Debtor is authorized to pay all reasonable and necessary costs
and expenses of sale, including but not limited to all ad valorem
property taxes with respect to the Real Property, 2016 taxes to the
Cook County Treasurer in the amount of $2,653, title charges,
normal and customary closing costs and prorations, closing credits,
and brokers' commissions.

At the closing of the sale of the Real Property, the remaining net
proceeds of sale, after the disbursements, will be paid to the
Debtor.

Cause exists to shorten the notice required under Fed. R. Bankr. P.
2002(a)(2) to 20 days pursuant to Fed. R. Bankr. P. 9006(0).

The 14-day stay of enforcement under the Federal Rules of
Bankruptcy Procedure Rule 6004(h) is waived and the Order will be
effective and enforceable immediately upon entry.

Clinton J. Mahoney sought Chapter 11 protection (Bankr. N.D. Ill.
Case No. 16-38099) on Dec. 27, 2017.  The Debtor tapped Gregory K.
Stern, Esq., at Gregory K Stern, P.C. as counsel.  On Jan. 23,
2018, the Court appointed Maria Ivette Hollendoner and Keller
Williams Preferred Realty as the Real Estate Broker.


LIQUIDNET HOLDINGS: S&P Alters Outlook to Pos. & Affirms 'B+' ICR
-----------------------------------------------------------------
S&P Global Ratings, on June 18, 2018, said it revised its outlook
on Liquidnet Holdings Inc. to positive from stable. S&P also
affirmed its 'B+' issuer credit and senior secured debt ratings on
the company.

OUTLOOK

The positive outlook reflects the potential for continued
development of the firm's algorithmic and fixed-income trading
businesses to improve the firm's competitive position and improve
the level and stability of earnings. S&P expects that Liquidnet.
will continue to improve EBITDA margins, not materially increase
debt, and continue to invest earnings to build the business.

S&P said, "We could raise the ratings over the next 12 months if
the firm's Algo and other businesses continue to develop and
provide diversification sufficient to meaningfully boost the level
and stability of earnings.

"We could revise the outlook to stable if leverage increases
unexpectedly, with funds from operations to debt below 30% on a
sustained basis. We could also revise the outlook to stable if
performance deteriorates or if a material operational risk loss
occurs."

RATINGS SCORE SNAPSHOT

-- Issuer Credit Rating: B+/Positive/--
-- Business risk: Weak Country risk: Low
-- Industry risk: Low
-- Competitive position: Weak Financial risk: Intermediate
-- Cash flow/Leverage: Intermediate
-- Anchor: bb

Modifiers

-- Diversification/Portfolio effect: Neutral (no impact)
-- Capital structure: Neutral (no impact)
-- Liquidity: Adequate (no impact)
-- Financial policy: Neutral (no impact)
-- Management and governance: Fair (no impact)
-- Comparable rating analysis: (None)
-- Stand-alone Credit Profile: bb

  RATINGS LIST
  Ratings Affirmed

  Liquidnet Holdings, Inc.
   Analytical Factors
    Local Currency                        bb                 
  Liquidnet Holdings, Inc.
   Senior Secured                         B+                 
  Ratings Affirmed; CreditWatch/Outlook Action
                                          To           From
  Liquidnet Holdings, Inc.
   Counterparty Credit Rating       B+/Positive/--   B+/Stable/--


M&G USA: Needs Additional Time to Finalize Plan Negotiations
------------------------------------------------------------
M&G USA Corp. and its affiliates ask the U.S. Bankruptcy Court for
the District of Delaware to extend (i) the period during which the
Debtors have the exclusive right to file a chapter 11 plan by 60
days from June 21, 2018 through August 20, 2018; and (ii) the
period during which the Debtors have the exclusive right to solicit
acceptances thereof 60 days after the expiration of the Exclusive
Filing Period or through Oct. 19, 2018.

A hearing to consider extending the Exclusive Periods will be held
on July 25, 2018 at 11:00 a.m.  Any response or objection to the
extension sought in the Motion must be filed and served on or
before July 5, 2018 at 4:00 p.m.

The Debtors relate that in the four months since the filing of
their prior motion seeking an extension of the Exclusive Filing
Period, the Debtors have continued to make significant progress
toward their primary goal for these cases -- maximizing the value
of their assets for the benefit of their stakeholders. Among other
matters, the Debtors focused their efforts on the sale of their
PET/PTA production facility located in Corpus Christi, Texas and
related assets after closing the sale of their facility in Apple
Grove, West Virginia and related intellectual property to Far
Eastern Holdings, Ltd. -- a sale that, in addition to generating
$33.5 million in proceeds for Debtor M&G Polymers USA, LLC's
creditors, preserved employee jobs and addressed other significant
liabilities.

The Debtors further relate that after negotiating and pursuing a
dual-track auction path to foster a competitive bidding
environment, the Debtors chose Corpus Christi Polymers LLC as the
winning bidder for their Corpus Christi Assets. In addition, the
Debtors obtained financing from Corpus Christi Polymers in the form
of a $57 million financing facility in order to fund their
operations through the closing of the sale.

In connection with the sale of the Corpus Christi Assets, the
Debtors entered into the Stipulation Regarding Settlement and
Agreement with Respect to Sale of the Corpus Christi Assets and
Related Matters with (a) the Official Committee of Unsecured
Creditors; (b) Corpus Christi Polymers; (c) DAK Americas LLC; (d)
Indorama Ventures Public Company Limited and their affiliates; and
(e) Far Eastern, which was approved by the Court on March 29, 2018.
Among other things, the Bid Support Term Sheet contemplates that
the Committee and the Debtors will work in good faith to agree upon
the terms of a chapter 11 plan.

The Debtors have already prepared draft plans and have attempted to
work with the Committee to propose a plan acceptable to both the
Debtors and the Committee, but, as the Court is aware, negotiations
regarding an acceptable chapter 11 plan have stalled on the issue
of the plan's treatment of Debtors Mossi & Ghisolfi International
S.a r.l., M&G Chemicals S.A. and M&G Capital S.a r.l. (the "Lux
Debtors").

Facing mounting pressure from creditors of the Lux Debtors and at
an impasse with the Committee, the Debtors filed the Motion to
Dismiss on June 5, 2018. A hearing to consider the Debtors' motion
to dismiss the Lux Debtors' chapter 11 cases is scheduled for the
week of July 16, 2018. Following the Court's ruling on the Motion
to Dismiss, the Debtors expect to resume plan negotiations with the
Committee and present a plan of liquidation to the Court shortly
thereafter.

Because of the ongoing nature of plan negotiations and continuing
efforts to close the sale of the Corpus Christi Assets, the Debtors
contend that allowing the Exclusive Periods to lapse and permit
parties to file competing plans at this time would unnecessarily
increase administrative expenses and cause delays. Thus, cause
exists to extend the Exclusive Periods, and accordingly, the
Debtors request that the Court will extend the Exclusive Periods.

                            About M & G USA Corporation

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

M & G USA Corporation and affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 17-12307) on Oct. 30, 2017.  In the
petition signed by CRO Dennis Stogsdill, the Debtors estimated $1
billion to $10 billion both in assets and liabilities.

Judge Brendan L. Shannon presides over the cases.

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

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


M&G USA: Taps Greenhill & Co. as Co-Financial Advisor
-----------------------------------------------------
M & G USA Corporation received approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Greenhill & Co., LLC.

The firm will serve as co-financial advisor and co-investment
banker with Rothschild Inc. and Rothschild S.p.A. in connection
with the Chapter 11 cases of M & G USA and its affiliates.

Pursuant to the court's previous order, Rothschild Inc. receives
80% of the advisory fees payable by the Debtors while Rothschild
S.p.A. gets a 20% share.

The Debtors have agreed with the firms that Greenhill will be
entitled to 30% of Rothschild Inc.'s share earned after January 1,
2018.  More specifically, the fee structure is comprised of the
following:

(a) An advisory fee of $200,000 per month payable by the Debtors in
advance of the first day of each month.

(b) A completion fee of $5 million, payable upon the closing of a
"restructuring transaction" or a "credit bid transaction."

(c) Upon the closing of an "M&A transaction," a fee equal to the
greater of (i) the completion fee, and (ii) a fee calculated as
follows:

                      (Dollars in Millions)

     Aggregate Consideration     M&A Fee Percentage
     -----------------------     ------------------
        US$200.0 and below             1.50%
               300                     1.25
               400                     1.00
               500                     0.90
               600                     0.85
               700                     0.95
               800                     0.90
               900                     0.85
             1,000                     1.30
        2,000 and above                1.20

(d) A "new capital fee" equal to 1% of the face amount of any
debtor-in-possession financing raised after April 1, 2018.

Moreover, Greenhill has agreed to waive the monthly fee for April
2018 and onward; that the aggregate amount payable to Greenhill and
Rothschild from and after April 1, 2018, for any completion fee,
M&A transaction fee, and new capital fee will be fixed at $9
million.

Neil Augustine, vice-chairman and co-head of Greenhill's North
American financing advisory and restructuring, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

Greenhill can be reached through:

     Neil A. Augustine
     Greenhill & Co., LLC
     300 Park Avenue
     New York, NY 10022
     Tel: +1 212-389-1539
     Fax: +1 212-389-1539
     Email: Neil.Augustine@greenhill.com

                    About M & G USA Corporation

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

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

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

Judge Brendan L. Shannon presides over the cases.

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

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


M.J.G. MERCHANT: Taps Wilk Auslander as Legal Counsel
-----------------------------------------------------
M.J.G. Merchant Funding Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire Wilk
Auslander LLP as its legal counsel.

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

The firm charges these hourly rates:

         Partners       $570 - $825
         Of Counsel     $570 - $595
         Associates     $310 - $505
         Paralegals     $270 - $325

Eric Snyder, Esq., a partner at Wilk Auslander and the attorney who
will be handling the case, charges an hourly fee of $700.  The
other attorney who is expected to assist him is Eloy Peral, an
associate, who will charge $440 per hour.

Mr. Snyder disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

Wilk Auslander can be reached through:

     Eric J. Snyder, Esq.
     Wilk Auslander LLP
     1515 Broadway, 43rd Floor
     New York, NY 10036
     Phone: 212-981-2300
     Email: esnyder@wilkauslander.com

                About M.J.G. Merchant Funding Group

M.J.G. Merchant Funding Group, LLC, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-11695) on
June 3, 2018.  In the petition signed by Robert Angona, the Debtor
disclosed that it had estimated assets of less than $500,000 and
liabilities of less than $50,000.


MBF INSPECTION: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MBF Inspection Services, Inc.
        805 N. Richardson
        P.O. Box 2428
        Roswell, NM 88201

Business Description: MBF Inspection Services, Inc. --
                      http://www.mbfinspection.com--
                      provides inspection, consulting, safety and
                      construction site management services to its
                      clients and their projects within the oil,
                      gas and wind energy industry.

Chapter 11 Petition Date: June 22, 2018

Case No.: 18-11579

Court: United States Bankruptcy Court
       District of New Mexico (Albuquerque)

Debtor's Counsel: Jennie Behles, Esq.
                  B.L.F0 LLC
                  PO Box 7070
                  Albuquerque, NM 87194-7070
                  Tel: 505-242-7004
                  Fax: 505-242-7066
                  Email: filings@jdbehles.com
                         jennie@jdbehles.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Frank Sturges, president.

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

       http://bankrupt.com/misc/nmb18-11579_creditors.pdf

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

           http://bankrupt.com/misc/nmb18-11579.pdf


MGM RESORTS: S&P Rates New $500MM Senior Notes Due 2025 'BB-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '3'
recovery rating to Las Vegas-based casino operator MGM Resorts
International's proposed $500 million senior notes due 2025. S&P
said, "The '3' recovery rating indicates our expectation for
meaningful recovery (50% to 70%; rounded estimate: 65%) in the
event of a payment default. We expect the company to use proceeds
from the proposed notes for general corporate purposes, which could
include repaying existing debt, funding a portion of acquisitions,
or shareholder returns."

RECOVERY ANALYSIS

Key analytical factors

S&P said, "Our simulated default scenario contemplates a payment
default in 2022 (which is in line with our average four-year
default assumption for 'BB-' rated credits), reflecting a
significant decline in cash flow due to prolonged economic weakness
and increased competitive pressures, particularly in Las Vegas,
where MGM Resorts' operations are concentrated. We assume any debt
maturing between now and the year of default is refinanced on the
same terms and its maturity is extended to at least the year of
default.

"Our recovery analysis is based on the operations on the company's
wholly owned domestic operations.

"We assume MGM Resorts' revolving credit facility is 85% drawn at
the time of default.

"MGM Resorts' senior secured credit facility is secured by Bellagio
and MGM Grand Las Vegas. As a result, we allocate value to secured
creditors based on the percentage of property-level EBITDA these
two properties represent. We estimate these two properties comprise
about 50% of MGM's total property-level EBITDA after the rent
expense it pays to MGM Growth Properties."

MGM Resorts' unsecured lenders' recovery prospects are supported by
the company's unpledged assets (all operating assets aside from
Bellagio and MGM Grand Las Vegas) as well as residual value from
those two properties after satisfying secured claims.

S&P said, "While our estimated 70%-90% recovery on MGM's unsecured
debt would indicate a '2' recovery rating, we have capped the
recovery rating at '3' (50%-70%) because of the rating cap that we
apply to the unsecured debt of issuers with a corporate credit
rating in the 'BB' category. The cap reflects that these creditors'
recovery prospects are at greater risk of being impaired by the
issuance of additional priority or pari passu debt prior to
default."

Simplified waterfall

-- EBITDA at emergence: About $1.1 billion
-- EBITDA multiple: 7x
-- Gross recovery value: Approx. $7.7 billion
-- Net recovery value after administrative expenses (5%): Approx.
$7.3 billion
-- Obligor/nonobligor valuation split: 50%/50%
-- Estimated senior secured claims: $1.3 billion
-- Value available for senior secured claims: About $3.7 billion
    --Recovery range: 90% to 100% (rounded estimate: 95%)
-- Estimated senior unsecured claims: $7.1 billion
-- Value available for senior unsecured claims: Approx. $6.0
billion
    --Recovery range: Capped at 50% to 70% (rounded estimate: 65%)

Note: All debt amounts included six months of prepetition interest.
Value available for unsecured creditors equals unpledged value plus
remaining enterprise value from excess collateral after repayment
of secured debt.

  RATINGS LIST

  MGM Resorts International
     Corporate Credit Rating          BB-/Stable/--

  New Rating

  MGM Resorts International
     Senior Unsecured
     $500 mil. sr notes due 2025      BB-
       Recovery Rating                3 (65%)


MICROSEMI CORP: S&P Withdraws 'BB' CCR on Acquisition Closing
-------------------------------------------------------------
S&P Global Ratings withdrew its 'BB' corporate credit rating on
Microsemi Corp. as well as all issue-level ratings on the company's
debt.

The rating withdrawal follows the closing of Aliso Viejo,
Calif.-based Microsemi Corp.'s completed acquisition by Chandler,
Ariz.-based Microchip Technology. Following the completion of the
acquisition, all debt issued by Microsemi has been repaid.


MOLDOVA FOREVER: Taps Wisdom Professional as Accountant
-------------------------------------------------------
Moldova Forever, Inc., received approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Wisdom
Professional Services, Inc. as its accountant.

The firm will assist the Debtor in the preparation of monthly
operating reports, and will review bank statements and financial
documents.

The firm will charge an hourly fee of $300.

Michael Shtarkman, a certified public accountant employed with WPS,
disclosed in a court filing that his firm is "disinterested" as
defined in Section 101(14) of the Bankruptcy Code.

WPS can be reached through:

     Michael Shtarkman
     Wisdom Professional Services, Inc.
     2546 East 17th Street, 2nd Floor
     Brooklyn, NY 11235
     Phone: +1 718-554-6672

                    About Moldova Forever

Moldova Forever, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-43035) on May 25,
2018.

In the petition signed by Radu Panfil, president, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$500,000.  Judge Elizabeth S. Stong presides over the case.  The
Debtor tapped The Law Offices of Alla Kachan, P.C. as its legal
counsel.


MURRAY ENERGY: Moody's Cuts 2nd Lien Secured Notes Rating to Caa3
-----------------------------------------------------------------
Moody's Investors Service affirmed Murray Energy Corporation's
Caa1-PD Probability of Default Rating and appended a limited
default designation to the PDR on June 18, 2018, which was to be
removed in three business days after. Moody's downgraded the rating
on the company's 11.25% Second Lien Senior Secured Notes due 2021
to Caa3 from Caa2 following a debt exchange executed below face
value that left the remaining notes not subject to the exchange in
a lower priority position in the company's capital structure.
Moody's assigned B3 ratings to the company's senior secured term
loans, which will be extended and receive additional collateral as
part of the transaction. Moody's also affirmed the company's Caa1
Corporate Family Rating. The rating outlook is stable.

The /LD designation indicates a limited default, reflecting the
company's recent refinancing transaction that involved debt
exchanged at a discount. Murray entered agreements with certain
holders of the company's 11.25% Senior Secured Notes due 2021
representing more than 70% of the aggregate principal amount and
existing senior secured term loans that exchanged a portion of the
existing Notes for new 12% Senior Secured Notes due 2024 at $0.74
per $1.00 of aggregate principal amount. Murray also amended the
indenture governing the Notes to permit the transaction.
Concurrently, Murray amended the credit agreement governing its
existing senior secured term loans to extend the maturity to 2022
and provide additional collateral, among other changes to the terms
of this agreement. Moody's views this refinancing as a distressed
exchange under Moody's definition of default.

"Murray continues to demonstrate resilience despite ongoing secular
decline in the demand for thermal coal and other factors outside of
the company's control. The refinancing transaction reduced debt by
almost 10% and will help improve cash flow, but the company remains
more leveraged than most US coal producers, many of whom discharged
substantial liabilities under bankruptcy protection," said Ben
Nelson, Moody's Vice President -- Senior Credit Officer and lead
analyst for Murray Energy Corporation.

Downgrades:

Issuer: Murray Energy Corporation

Senior Secured Regular Bond/Debenture, Downgraded to Caa3 (LGD5)
from Caa2 (LGD5)

Assignments:

Issuer: Murray Energy Corporation

Senior Secured Bank Credit Facility, Assigned B3 (LGD3)

Outlook Actions:

Issuer: Murray Energy Corporation

Outlook, Remains Stable

Affirmations:

Issuer: Murray Energy Corporation

Probability of Default Rating, Affirmed Caa1-PD /LD (/LD appended)

Corporate Family Rating, Affirmed Caa1

Senior Secured Bank Credit Facility, Affirmed B3 (LGD3); to be
withdrawn

RATINGS RATIONALE

The Caa1 CFR is principally constrained by the challenges of
operating with a leveraged balance sheet in an industry
experiencing ongoing secular decline in demand. Murray is a
diversified producer of thermal coal with twelve active mining
operations in three domestic coal basins -- Illinois Basin,
Northern Appalachia, and Uintah (Utah) -- and one international
basin -- Colombia. The company also has good access to domestic
utilities operating coal-fired power plants and good access to
export markets. However, demand for thermal coal has declined
significantly over the past decade and a continuation of this trend
expected in the medium term will create ongoing headwinds
pressuring the company's earnings and cash flow generation. The
rating is also constrained by the near-term maturity of the
company's asset-based revolving credit facility in December 2018,
which is an important component of overall liquidity.

The stable outlook reflects the company's solid contracted position
in the near-term. Moody's could upgrade the rating with: (i)
improved liquidity, including expectations for positive free cash
flow and successfully extending the asset-based revolving credit
facility; and (ii) a combination of operational clarity,
particularly concerning the company's contracted position, and debt
reduction such that adjusted financial leverage is expected to be
sustained below 5 times (Debt/EBITDA). Moody's could downgrade the
rating with a substantive erosion in liquidity, including a failure
to extend the asset-based revolving credit facility within the next
few months so that it is no longer a near-term debt maturity.

Murray Energy Corporation is the largest privately-owned producer
of thermal coal in the United States. The company was founded by
its current Chairman, President, and Chief Executive Officer,
Robert E. Murray, in 1988. Ownership of the company is closely held
by the CEO and his family, and the senior management team includes
family members. The company operates ten active mines in the
Illinois Basin, Northern Appalachia, and Uintah. The company has
80% voting interest in Foresight Energy GP LLC, and approximately
50% of the outstanding limited partner units in publicly-traded
Foresight Energy LP, which operates three additional mining
complexes. Headquartered in St. Clairsville, Ohio, the company
generated revenue of roughly $3 billion in 2017.


MURRAY ENERGY: S&P Raises CCR to 'CCC+', On CreditWatch Positive
----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on St.
Clairsville, Ohio???based Murray Energy Corp. to 'CCC+' from 'SD'.
S&P placed all ratings on Murray on CreditWatch with positive
implications.

S&P said, "Our 'CCC+' issue-level rating on Murray's new $1.75
billion term loans, consisting of $1.58 billion B-2 and $168
million B-3 first-lien term loans due 2022, is unchanged. The '3'
recovery rating indicates our expectation for meaningful (50%-70%;
rounded estimate: 55%) recovery in the event of default. Our 'CCC-'
issue-level rating on the company's $498 million 1.5-lien senior
notes due 2024 is also unchanged. The '6' recovery rating indicated
our expectation for negligible (0%-10%; rounded estimate: 0%)
recovery in the event of payment default.

"We also raised the rating on the remaining $50 million term loans
B2 and B3 and $326 million outstanding senior secured notes that
did not participate in the exchange transaction to 'CCC-' from 'D'.
The '6' recovery rating on this debt is unchanged, indicating our
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
in the event of payment default.

"The upgrade on Murray follows the exchange completed on June 15,
2018. The company's new capital structure consists of new $1.75
billion term loans due 2022 and $498 million senior secured notes
due 2024. The outstanding $50 million term loans and $326 million
remaining senior notes that did not participate in the exchange
transaction are due in 2020 and 2021, respectively. The exchange
reduced debt by $240 million and is expected to cut cash interest
by approximately $33 million. It also reduces the next major
maturity in 2020 to $50 million from $1.8 billion. Nevertheless, we
believe the sustainability of the company's capital structure
depends on refinancing its revolving credit facility due December
2018, which we believe would allow the company to meet its
financial commitments for several more years.

"We expect to resolve the CreditWatch on Murray Energy upon the
completion of the ABL refinancing, which we believe is indicative
of a more sustainable capital structure. The ABL refinancing should
provide funding for the company's $147 million undrawn letters of
credit currently outstanding under its revolver due December 2018.
If the transaction closes as expected, we could raise our corporate
credit rating on the company to 'B-' from 'CCC+'.

"We could affirm the 'CCC+' rating on Murray and remove it from
CreditWatch positive if the company is unable to extend the
revolver within 90 days."


NATURE'S SECOND: Hires Ritchie Bros. to Auction Equipment
---------------------------------------------------------
Nature's Second Chance Leasing, LLC, asks the U.S. Bankruptcy Court
for the Southern District of Illinois to authorize it to employ
Ritchie Bros. Auctioneers (America), Inc. to sell equipment at
auction.

Nature's Second Chance Hauling, LLC, the Debtor's affiliated
entity, expended substantial sums in developing its customer base
and acquiring (through the Debtor) equipment necessary to operate
its business.  On Jan. 13, 2017, GroupKLT, Inc., Hauling, the
Debtor and the then members of Hauling and Leasing, Vern Van Hoy
and J. Thomas Long, entered into a Management Agreement, under
which Group agreed to undertake management of the day-to-day
operations of Hauling's and Leasing's business operations and
financial affairs.

Prior to commencement of its Chapter 11 case, the Debtor learned
that a substantial portion of its equipment was not being used by
GroupKLT to operate Hauling's business.  In light of non-use of the
equipment, the Debtor began to take possession of its equipment and
delivered the equipment to a various locations that would
facilitate either private sales or auction sale.

By the Motion, the Debtor asks entry of an Order (i) authorizing it
to engage Ritchie Bros. as auctioneer; (ii) authorizing it to sell
certain equipment free and clear of all liens, claims and
encumbrances to the Purchaser; (iii) authorizing the counsel to the
Debtor to execute and deliver on behalf of the bankruptcy estate
any documents, agreements, bills of sale, deeds, certificates of
title, affidavits, or other similar instruments to facilitate the
sale of the subject equipment to purchasers; (iv) authorizing the
payment of the auctioneer's commission and expenses from the
proceeds of sale; and (v) directing that all proceeds of sale be
held by the Debtor's counsel in a trust account pending further
Order of the Court.

One of the locations to which the Debtor delivered equipment was
the premises of Ritchie Bros. in Morris, Illinois.  Ritchie Bros.
is a global asset management and disposition company, offering
customers end-to-end solutions for buying and selling used heavy
equipment, trucks, and other assets.  Ritchie Bros. maintains
multiple onsite and online selling platforms for the purpose of
assisting its customers in disposing of and purchasing used heavy
equipment, trucks, and other assets.  In light of Ritchie Bros.
prominence in field of sales of used heavy equipment, the Debtor
selected it as auctioneer for certain of its equipment.

On June 1, 2018, the Debtor entered into an auction sale contract
with Ritchie Bros.  Under the terms of the Agreement, Ritchie Bros.
will expose the equipment identified on Schedule A to the Agreement
to an auction sale on June 15, 2018, in Morris, Illinois.

Authorizing the Debtor to engage Ritchie Bros. is in the best
interests of the Debtor, creditors and the estate.  Among other
things, engagement of Ritchie Bros. will facilitate a prompt sale
of equipment which is unnecessary for any ongoing business
operations.  In addition, the proposed commissions to be paid to
Ritchie Bros. are reasonable and consistent with commissions
generally charged in connection with sales of heavy equipment.  The
commissions and other fees are described in the Declaration of Gene
Cross attached to the Agreement.

The Debtor proposes to sell the equipment free and clear of all
liens, claims and encumbrances, with such liens, claims and
encumbrances to attach to the sale proceeds.

To facilitate a prompt closing of the sale(s), the Trustee asks
that the time period set forth in Bankruptcy Rule 6004(h) be waived
and that the order approving the sale hereunder be immediately
final.

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

      http://bankrupt.com/misc/Natures_Second_39_Sales.pdf

            About Nature's Second Chance Leasing

Nature's Second Chance Leasing, LLC, is a trucking company based in
Alton, Illinois.  It was in the business of owning trucks,
tractors, trailers, skid steers, and other Bobcat(R)-brand equipment,
which it leased to its affiliated entity, Nature's Second Chance
Hauling, LLC.  Nature's Second Chance Hauling sought bankruptcy
protection (Bankr. S.D. Ill. Case No. 18-30328) on March 19, 2018.

Nature's Second Chance Leasing sought Chapter 11 protection (Bankr.
S.D. Ill. Case No. 18-30777) on May 23, 2018.  In the petition
signed by Vern Van Hoy, managing member, the Debtor estimated
assets and liabilities in the range of $1 million to $10 million.
The Debtor tapped Steven M. Wallace, Esq., at Heplerbroom, LLC, as
counsel.



NEOVASC INC: Tiara Featured in Live Case at 11th Annual TVT 2018
----------------------------------------------------------------
Neovasc Inc.'s Tiara transcatheter mitral valve replacement device
was featured in a "Live Case" broadcast at the 11th Annual
Transcatheter Valve Therapy Conference.  TVT 2018 is part of The
Structural Heart Disease Summit held June 20-23 in Chicago,
Illinois.

In a live case broadcast to the main arena of the conference, Dr.
Anson Cheung, and Dr. John G. Webb of St. Paul's Hospital
(Vancouver, Canada) successfully implanted a 40mm Tiara
transcatheter mitral valve in a patient suffering from severe
mitral regurgitation.

Dr. Anson Cheung commented following the case, "This patient
suffered from severe mitral regurgitation and a number of
co-morbidities which made him a very poor candidate for surgery.
The Heart Team weighed in on all available treatment options and
determined the Tiara device was the best option for this patient.
The Tiara case was very straight-forward, with an implant time of
under 20 minutes, with no procedural complications.  Following the
Tiara implant the patient's mitral regurgitation was completely
resolved, with a 1mmHg gradient and no paravalvular leak.  The
patient is recovering well at this time."  

"This live case broadcast reinforced Tiara's potential as a
promising treatment option for patients who are not suitable for
open-heart surgical valve replacement," commented Fred Colen,
Neovasc's president and chief executive officer.  "Attending
physicians were able to see first-hand the simplicity of the
minimally invasive, transapical transcatheter approach and
resulting complete elimination of the patient's MR.  We look
forward to continuing to expand our Tiara clinical program and
ultimately the adoption of Tiara for routine use in these patients
once regulatory approvals are obtained."

                      About Neovasc Inc.

Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace.  Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.

Neovasc reported a net loss of US$22.91 million on US$5.38 million
of revenue for the year ended Dec. 31, 2017, compared to a net loss
of US$86.49 million on US$9.51 million of revenue for the year
ended Dec. 31, 2016.  As of Dec. 31, 2017, the Company had US$22.20
million in total assets, US$58.66 million in total liabilities and
a total deficit of US$36.47 million.

Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended December 31, 2017, and, as
of that date, the Company's consolidated current liabilities
exceeded its current assets by US$6.06 million.  The auditors said
these conditions, along with other matters, indicate the existence
of a material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.


NEWASURION CORP: S&P Affirms 'B+' ICR, Outlook Stable
-----------------------------------------------------
On June 18, 2018, S&P Global Ratings affirmed its 'B+' long-term
issuer credit ratings on NEWAsurion Corp. and its subsidiaries,
Lonestar Intermediate Super Holdings LLC and Asurion LLC. The
outlook is stable. S&P said, "At the same time, we affirmed our
'B+' debt ratings and '3' recovery ratings on the company's
first-lien credit facilities (including an upsized $230 million
revolver due 2023, $2.6 billion first-lien term loan B-4 due 2022,
and $3.2 billion first-lien term loan B-6 due 2023). The '3'
recovery rating indicates that we expect meaningful recovery
(50%-70%; rounded estimate: 65%) in the event of a payment default.
We also affirmed our 'B-' debt rating and '6' recovery rating on
the company's upsized $3.3 billion second-lien term loan due 2025.
The '6' recovery rating indicates that we expect negligible
recovery (0%-10%; rounded estimate: 5%) in the event of a payment
default."

S&P said, "We also assigned our 'B+' rating with a '3' recovery
rating, indicating our expectation for a meaningful (50%-70%;
rounded estimate: 65%) recovery in the event of default, to
Asurion's planned $2.25 billion first-lien term loan B-7 maturing
in 2024.

"Our ratings continue to reflect NEWAsurion's satisfactory business
risk profile and highly leveraged financial risk profile. We expect
NEWAsurion to use proceeds from the issuance and add-on to return
capital to shareholders. The company has been slowly but steadily
changing its ownership composition from more-traditional private
equity to longer-term capital, such as sovereign wealth funds and
pension investors. In conjunction with this recapitalization, we
expect pro-forma leverage (per our calculations) to increase to
5.9x from 3.8x for the 12 months ended March 31, 2018. The company
has consistently exhibited a track record of deleveraging in the
past, with leverage declining to 4.3x as of year-end 2017 from a
high of approximately 6.5x as of year-end 2014. We believe that,
despite this new debt issuance, NEWAsurion can carry this increased
debt load and deleverage over the next year, with expectations for
a year-end 2018 debt-to-EBITDA ratio of approximately 5.5x with
EBITDA margins of 24%." NEWAsurion has benefited from strong
operating performance in the first-quarter 2018, with revenues of
$8 billion and adjusted EBITDA of $1.9 billion; this represents
revenue growth of 11.2% and almost 20% EBITDA growth. The increase
stems primarily from strong subscriber growth, and subscribers
purchasing more-expensive and higher-margin products in the
company's mobile handset protection business.

S&P said, "The stable outlook on NEWAsurion Corp. reflects our
expectation that the company will maintain its leading market
position in the mobile and electronic protection industry with
revenue growth in the mid- to high-single digits and EBITDA margins
of 23%-25%. In our base-case forecast, which factors in our
expectation for additional opportunities to reduce private-equity
ownership and that the company will modestly delever from current
pro-forma leverage of 5.9x, we expect the company to display a
debt-to-EBITDA ratio in the low-to-mid 5x-6x area and EBITDA
coverage in the mid-to-upper 2x area in 2018-2019.

"We could lower our ratings in the next 12 months on NEWAsurion if
its debt-to-EBITDA ratio is consistently above 6x and coverage
declines to the low 2x area as a result of negative earnings, or if
the company were to adopt a more-aggressive financial policy. We
could also lower our ratings if its business position deteriorates
as shown by key client losses, negative organic growth, or lower
margins.

"Although unlikely, we could raise our ratings by one notch in the
next 12 months if NEWAsurion maintains financial leverage
consistently below 5x and coverage above 3.5x, and reduces client
concentration through successful diversification and expansion."


OCWEN FINANCIAL: S&P Affirms 'B-' ICR, Outlook Still Negative
-------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B-' long-term issuer
credit rating on Ocwen Financial Corp. The outlook remains
negative.

S&P said, "At the same time, we assigned a 'B+' rating on the
company's proposed senior secured term loan. The recovery rating is
'1', reflecting our expectation of very high recovery (90%-100%
range, rounded estimate: 100%) in a simulated default scenario.

"We are also affirming our 'B-' rating on the company's second-lien
secured loans and our 'CCC' rating on the company's unsecured
loans. Our recovery rating on the company's second-lien secured
loans remains '3', reflecting our expectation of meaningful
recovery (50%-70% range, rounded estimate: 60%) in a simulated
default scenario. Our recovery rating on the company's unsecured
notes remains '6', reflecting our expectation of negligible
recovery (0%-10% range, rounded estimate: 0%) in a simulated
default scenario."

The rating action follows Ocwen's announcement that it intends to
refinance its $244 million senior secured term loan (SSTL) maturing
in 2020 and provide liquidity to redeem PHH Corp.'s $97 million
senior unsecured notes with a new six-year SSTL of up to $400
million maturing in 2024. Proposed terms include increasing the
loan-to-value covenant to 45% from 40%. In addition, the company
intends to decrease its required amortization to 1% annually, or $4
million, from approximately $16 million annually on the existing
SSTL.

S&P believes this refinancing effectively extends Ocwen's maturity
schedule while providing more clarity on its post-acquisition legal
structure. This transaction also further expands Ocwen's liquidity
while preserving the option to acquire more assets in the future.

However, EBITDA growth in the future continues to be uncertain
while pressure from further run-off in Ocwen's mortgage servicing
rights (MSR) portfolio continues. While the acquisition of PHH adds
capabilities, it also adds some integration risk.

S&P said, "The negative outlook reflects our view that the
acquisition of PHH will occur and that much of the regulatory risk
that threatened the viability of Ocwen's servicing business
remains. We expect Ocwen will continue to defend itself against
litigation and allegations made by the Consumer Financial
Protection Bureau and various state regulators until these issues
are resolved. We expect that revenues from Ocwen's servicing
business will continue to run off as MSRs amortize and that Ocwen
will work over the next one to two years to integrate the PHH and
Ocwen servicing platforms. We also expect the company to spend the
remaining cash balance judiciously.

"We could lower the rating during the next 12 months if the risk of
Ocwen losing significant servicing revenue from regulatory actions
increases, or if the costs of ongoing litigation becomes
unsustainable.

"Separately, we could lower the rating if the company's interest
coverage falls below 1.0x or if debt to tangible equity rises above
1.5x.

"We could revise the outlook to stable if the company successfully
resolves regulatory issues and makes progress in integrating the
PHH platform while maintaining interest coverage of at least 2x."


OLIVABEL LLC: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Olivabel LLC as of June 19, according to a
court docket.

                        About Olivabel LLC

Founded in 2010, Olivabel LLC is an e-commerce company based in
Destin, Florida.

Olivabel sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Fla. Case No. 18-30459) on May 14, 2018.  In the
petition signed by Christopher Unangst, owner, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million.  Judge Jerry C. Oldshue Jr. presides over the case.

Olivabel tapped Bruner Wright, P.A., as its legal counsel.


ONEBADA BBQ INC: Trustee Taps Coldwell Banker as Broker
-------------------------------------------------------
Timothy Yoo, the Chapter 11 trustee for Onebada Inc., seeks
approval from the U.S. Bankruptcy Court for the Central District of
California to hire a broker.

The trustee proposes to employ Coldwell Banker Commercial Wilshire
Properties in connection with the sale of its Korean barbeque
restaurant located at 6901 Walker Street, La Palma, California.
The restaurant conducts business under the name Bulgogi House.

Coldwell Banker will get a commission of 10% of the sales price or
$12,000, whichever is greater, to be paid upon the closing of the
sale.  The firm has recommended a starting listing price of
$900,000 for the business.

Ryan Oh, managing director of Coldwell Banker, 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:

     Ryan Oh
     Coldwell Banker Commercial Wilshire Properties
     3731 Wilshire Boulevard, Suite 820
     Los Angeles, CA 90010
     Mobile: (213) 804-7548
     Office: (213) 637-1112
     Email: roh@cbcwilshire.com

                        About Onebada BBQ

Onebada BBQ Inc. operates a Korean barbeque restaurant doing
business as "Bulgogi House" located at 6901 Walker Street, La
Palma, California.

Onebada sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 18-11855) on Feb. 9, 2018.  The Debtor
hired the Law Office of Jaenam Coe PC as its bankruptcy counsel.

Timothy J. Yoo was appointed as Chapter 11 trustee for the Debtor.
The Trustee hired Levene, Neale, Bender, Yoo & Brill LLP as his
legal counsel.


PENTHOUSE GLOBAL: Trustee Taps BPE&H as Special Tax Advisor
-----------------------------------------------------------
David Gottlieb, the Chapter 11 trustee for Penthouse Global Media
Inc., seeks approval from the U.S. Bankruptcy Court for the Central
District of California to hire BPE&H, An Accountancy Corporation,
as its special tax advisor.

The firm will assist the trustee in analyzing the tax implications
of the sale of the Debtor's assets; prepare tax returns; and
provide other tax-related services.

Scott Eisner, a certified public accountant employed with BPE&H,
will be primarily responsible for the engagement and his hourly
rate is $420.  

Other BPE&H professionals and staff may also assist the trustee.
Their hourly rates are:

     Tax Partners              $350 - $400     
     Professional Staff        $135 - $275
     Administrative Staff       $50 - $60

Mr. Eisner disclosed in a court filing that the firm and its
members are "disinterested persons" as defined in Section 101(14)
of the Bankruptcy Code.

BPE&H can be reached through:

     Scott Eisner
     BPE&H, An Accountancy Corporation
     21300 Victory Blvd., Suite 520
     Woodland Hills, CA 91367
     Phone: 818-914-7100
     Fax: 818-914-7101
     E-mail: seisner@bpehcpas.com

                     About Penthouse Global

Headquartered in Chatsworth, California, Penthouse Global Media,
Inc. -- http://www.penthouseglobalmedia.com/-- was launched in
February 2016 as an acquisition by veteran entertainment executive,
Kelly Holland.  The Company continues the 50+ year Penthouse brand
legacy.  The focal point of the business includes four main
branches: broadcast, publishing, licensing and digital.  Various
Penthouse TV channels are available in over 100 countries.
Penthouse Magazine was founded in the U.K. in 1965 by Bob Guccione
and brought to the U.S. in 1969.

Penthouse Global Media, Inc. and its affiliates filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 18-10098) on Jan. 11,
2018.  In the petitions signed by Kelly Holland, CEO, Penthouse
Media estimated its assets at up to $50,000 and its liabilities at
between $10 million and $50 million.  Penthouse Broadcasting
estimated its assets at between $1 million and $10 million and
liabilities at between $500,000 and $1 million.  Penthouse
Licensing estimated its assets and liabilities at between $1
million and $10 million.

Judge Martin R. Barash presides over the case.

Michael H. Weiss, Esq., and Laura J. Meltzer, Esq., at Weiss &
Spees, LLP, serve as the Debtors' bankruptcy counsel.  The Debtors
hired Akerman LLP, the Law Offices of Allan B. Gelbard and the Law
Offices of Dermer Behrendt as litigation counsel.

The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Jan. 30, 2018.  The Committee retained
Raines Feldman LLP as its legal counsel.

On March 6, 2018, the court approved the appointment of David K.
Gottlieb as Chapter 11 trustee.  The Trustee tapped Pachulski Stang
Ziehl & Jones LLP as bankruptcy counsel and Province, Inc., as
financial advisor.


PEPPERTREE LAND: Taps Squar Milner as Accountant
------------------------------------------------
Peppertree Park Villages 9 and 10, LLC, seeks approval from the
U.S. Bankruptcy Court for the Southern District of California to
hire Squar Milner LLP as its accountant and consultant.

The firm will assist in the preparation of the tax returns of the
company and its affiliates; provide analysis and consulting
services regarding the Debtors' finances; assist in the
investigation, evaluation and recovery of pre-bankruptcy transfers;
and provide other services.

The firm will charge these hourly rates:

     Partners/Principals     $350 - $675
     Managers                $240 - $435
     Seniors                 $165 - $275
     Professional Staff      $125 - $250
     Paraprofessionals        $50 - $250

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

The firm can be reached through:

     Stacy Elledge Chiang
     Squar Milner LLP
     3655 Nobel Drive, Suite 300
     San Diego, CA 92122
     Phone: 858.597.4100
     Fax: 858.597.4111
     E-mail: schiang@squarmilner.com

                  About Peppertree Park Villages

Headquartered in Bonsall, California, Peppertree Park Villages 9
and 10, LLC, listed its business as a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)), whose principal assets are
located at 1654 S. Mission Rd, Fallbrook, California.  Peppertree
Park is an affiliate of Northern Capital, Inc., which sought
bankruptcy protection on Aug. 13, 2017 (Bankr. S.D. Cal. Case No.
17-04845).

Peppertree Park Villages 9&10, LLC (Bankr. S.D. Cal. Case No.
17-05137) and affiliate Peppertree Land Company (Bankr. S.D. Cal.
Case No. 17-05135) each filed for Chapter 11 bankruptcy protection
on Aug. 28, 2017.  The petitions were signed by Duane Urquhart as
managing general partner, who also sought bankruptcy protection on
Aug. 13, 2017 (Bankr. S.D. Cal. Case No. 17-04846).

Peppertree Land and Peppertree Park each estimated their assets and
liabilities at between $1 million and $10 million.

Marwill Hogan, Esq., at Foley & Lardner, LLP, serves as the
Debtors' bankruptcy counsel.


PETSMART INC: S&P Lowers CCR to 'CCC', Outlook Negative
-------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Phoenix-based pet food retailer PetSmart Inc. to 'CCC' from 'CCC+'.
The outlook is negative.  

S&P said, "We revised the recovery rating on the $4.3 billion
first-lien term loan due 2022 and the $1.35 billion senior secured
notes due 2025 to '4', indicating our expectations for average
recovery (30%-50%; rounded estimate 40%), from '3', and lowered the
issue-level rating to 'CCC' from 'CCC+'.

"We also revised the recovery rating on the $1.9 billion senior
unsecured notes due 2023 and the $650 million senior unsecured
notes due 2025 to '5', indicating our expectations for modest
recovery (10%-30%; rounded estimate 15%), from '6'. The issue-level
ratings remain at 'CCC-'.  

"The downgrade reflects our belief that there is an increased
likelihood of PetSmart pursuing an exchange of its debt over the
next 12 months that we would view as a distressed exchange.
Although the company does not have any meaningful near-term
maturities and liquidity is likely to remain adequate, we think
PetSmart's capital structure is unsustainable given the continued
weak results at its brick-and-mortar retail stores and operating
losses at Chewy. The company faces significant headwinds in its
strategy to turn around operations, which have been hurt by
heightened competition from other online retailers, regional pet
supply stores, and mass channel operators."   

"The negative outlook reflects our view that the company could
pursue a distressed debt exchange transaction or a restructuring in
the next 12 months, as declining EBITDA at PetSmart, continued
losses at Chewy, and elevated debt contribute to an unsustainable
capital structure.

"We could lower the rating if the company announces a debt exchange
or restructuring, or operating conditions worsens such that we
envision a restructuring increasingly likely in the next six
months.   

"A higher rating would be contingent on significant and sustained
improvement in operating performance. This could lead to
substantial improvement in credit metrics and lead us to believe
that a distressed exchange is less likely.   

"We revised the recovery rating on the $4.3 billion first-lien term
loan and the $1.35 billion senior secured notes to '4' from '3', to
reflect the release of Chewy as a guarantor under the term loan and
the senior secured notes.  This allows the unsecured noteholders to
share any residual value of Chewy on a pari passu basis with any
deficiency claims of secured term lenders and noteholders. Chewy
still guarantees and provides collateral to the ABL lenders.

"We also revised the recovery rating on the $1.9 billion senior
unsecured notes due 2023 and the $650 million senior unsecured
notes due 2025 to '5' from '6', reflecting our view of improved
access to value unsecured creditors have at Chewy pursuant to the
release of the guaranty.  Our recovery ratings are subject to
change if the Chewy assets are fully transferred to an unrestricted
subsidiary outside of the restricted group and/or used to raise
debt or equity capital, which could negatively impact existing
lenders claim on the unencumbered Chewy assets."



PHI INC: Moody's Rates Proposed $500M Secured Notes Due 2023 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to PHI, Inc.'s
proposed $500 million senior secured notes due 2023. Moody's also
affirmed PHI's B3 Corporate Family Rating (CFR), its B3-PD
Probability of Default Rating (PDR) and its Caa1 senior notes
rating. Concurrently, Moody's upgraded PHI's Speculative Grade
Liquidity Rating to SGL-3 from SGL-4. The outlook was changed to
stable from negative.

Net proceeds from the proposed secured notes issuance and a
proposed $100 million term loan (unrated), together with cash on
hand, will be used to fund the repurchase and redemption of PHI's
$500 million senior unsecured notes due 2019 as well as the
repayment and retirement of the existing revolver. Following the
repurchase and redemption, Moody's will withdraw its ratings on
these senior unsecured notes. Moody's ratings are subject to review
of all final documentation, the final amount of secured notes and
term loan issuance, and PHI's execution of a new $75 million
revolving credit facility.

"PHI's ratings reflect its small scale and high debt levels
relative to cash flow," commented Amol Joshi, Moody's Vice
President. "While the company's cash flow sources are diversified
through exposure to air medical in addition to oil and gas, and
cash flows are expected to gradually improve, reduced demand from
its oil and gas industry customers will keep leverage high until
significant EBITDA growth materializes."

Issuer: PHI, Inc.

Assignments:

Senior Secured Notes, Assigned B3 (LGD4)

Affirmations:

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Senior Unsecured Notes, Affirmed Caa1 (LGD4)

Upgrades:

Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4

Outlook Actions:

Outlook, Changed to Stable from Negative

RATINGS RATIONALE

PHI's B3 CFR reflects its limited scale within the broader oilfield
services industry, concentration in the Gulf of Mexico (GoM), and
its exposure to the volatile offshore oil and gas industry. While
PHI's cash flows are expected to recover from a low base, they will
likely continue to be weak into 2019. The rating also reflects
PHI's business diversification providing oil and gas transportation
and air medical transportation services, its long-standing customer
relationships with large credit-worthy customers, leading market
share in the GoM, durable contracts and its focus on oil and gas
production operations which typically provide more stable revenues
than exploration and development type activities. On December 29,
2017, PHI acquired HNZ Group's offshore helicopter services
business in New Zealand, Australia, the Philippines and Papua New
Guinea for $131.6 million. PHI owned 216 helicopters out of its
fleet of 243 helicopters at March 31, 2018, and the collateral
package for the proposed secured notes and term loan comprises 86
helicopters from the company's oil & gas fleet based in the US and
internationally.

The proposed secured notes are rated B3, same as the CFR under
Moody's Loss Given Default Methodology, reflecting the relatively
small priority claim of the proposed revolving credit facility that
will have a first-lien claim on PHI's working capital assets.

PHI's should have adequate liquidity through mid-2019. At March 31,
2018, PHI had $7.4 million in cash and $62 million of short term
investments. PHI had $121.8 million in borrowings and $7.6 million
in letters of credit outstanding under its existing $130 million
secured revolving credit facility. The company also maintained a
separate letter of credit facility that had $12.4 million of
letters of credit outstanding at March 31. Pro forma for the
proposed transactions including the retirement of the company's
existing revolver, PHI should have a new and undrawn $75 million
revolver maturing in five years and subject to a borrowing base, as
well as about $30 million in cash and short term investments. The
new revolver will have a springing fixed charge coverage covenant
of at least 1.1x when excess availability is less than the greater
of 10% of the borrowing base and $7.5 million. The new term loan
will have a minimum liquidity requirement of $25 million.

The stable outlook reflects Moody's expectation of improving credit
metrics while the company maintains adequate liquidity. An upgrade
could be considered if debt to EBITDA can be sustained below 5x
while revenues and EBITDA are expected to grow. The CFR will likely
be downgraded if liquidity is significantly constrained or if PHI's
cash flow falls more than anticipated.

The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.

PHI, Inc. is a Louisiana based provider of helicopter
transportation services to the offshore oil and gas industry. The
company also provides air medical transportation services.


PHILOS GLOBAL: Needs Until Aug. 31 to File Chapter 11 Plan
----------------------------------------------------------
Philos Global Technologies, Inc., on June 26, 2018, will appear
before the Hon. Donald R. Cassling of the U.S. Bankruptcy Court for
the Northern District of Illinois and present a motion seeking
extension of the time by which it must file a plan of
reorganization and disclosure statement.

On December 20, 2017, the Court entered an order requiring the
Debtor to file its Plan and Disclosure Statement on or before June
18.  On February 20, 2018, the Court entered an order setting April
27, 2018, as the last day to file proofs of claim for
non-governmental claimants.  On April 10, 2018, the Court entered
an order authorizing the Debtor to assume an unexpired lease of
nonresidential real property.

The Debtor asks for an extension of the time to file its Plan and
Disclosure Statement to and including August 31, 2018, which is
less than 300 days from the Petition Date.  The Debtor says it
needs additional time to review its operations and its projections
for funding a Plan in light of the claims filed including, but not
limited to, the Internal Revenue Service's claim in the amount of
$244,661, of which $103,028 is claimed a priority claim; the
Illinois Department of Revenue, which filed a claim in the amount
of $32,906, of which $29,774 is claimed a priority claim; and
Itasca Bank & Trust Co., which filed an unsecured claim in the
amount of $416,211.

                  About Philos Global Technologies

Based in Buffalo Grove, Illinois, Philos Global Technologies, Inc.,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-37543) on
Dec. 19, 2017, estimating under $1 million in both assets and
liabilities.  Joel A. Schechter, Esq.,, at Law Offices of Joel A.
Schechter, is the Debtor's counsel.


POLYMER ADDITIVES: S&P Assigns 'B-' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B-' corporate credit rating to
Polymer Additives Holdings Inc. (d/b/a Valtris Specialty Chemicals
Inc.). The rating outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue-level and
'2' recovery ratings to the company's proposed $60 million
revolving credit facility and to the proposed $300 million
first-lien term loan. The '2' recovery rating reflects our
expectation of substantial (70% to 90%; rounded estimate: 70%)
recovery in the event of a payment default.

"We also assigned our 'CCC+' issue-level and '5' recovery ratings
to the company's proposed $105 million second-lien tern loan. The
'5' recovery rating reflects our expectation of modest (10% to 30%;
rounded estimate: 20%) recovery in the event of payment default.
The borrower of all the debt is Polymer Additives Inc. We base all
issue-level ratings on preliminary terms and conditions."

Ohio-based Valtris Specialty Chemicals plans to acquire certain
assets from INEOS Enterprises Holdings Ltd. for approximately
EUR111 million. At the same time, the company plans to refinance
its existing debt outstanding (approximately $233 million). The
company will fund the transaction with a combination of a $300
million first-lien term loan and a $105 million second-lien term
loan. S&P also expects the company to issue a $60 million RCF.

Valtris is a global manufacturer of specialty chemicals that
produces a diverse set of polymer modifiers, lubricants, and
stabilizers used primarily as additives in the production of
plastics.

S&P said, "The stable outlook on Valtris reflects our expectation
that the company will grow volumes as they integrate the INEOS
acquisition assets. We believe organic growth will be minimal,
along the lines of GDP growth, because the company remains burdened
by low margins and utilization rates. Our base case assumes GDP
growth of about 2.9% and 2.3% over the next year in the U.S. and
Eurozone, respectively. Over the next 12-18 months, we expect
credit metrics will remain appropriate for the rating. More
specifically, we expect debt to EBITDA to remain in the 6.5x-7x
range and that FFO to debt will remain in the 6%-9% range on a
weighted-average pro forma basis. We have not factored in any
significant debt-funded acquisitions or shareholder rewards in our
base case. We base all ratings on preliminary terms and conditions
and our base case assumes the transaction and funding closes as
planned.

"We could lower ratings on the company over the next 12 months if
we expected pro forma FFO to debt to be in the low-single-digit
percentage range or if we expected that leverage would exceed 8.5x
on a sustained basis. This could occur if organic revenue growth
stalled or turned negative. Also potentially contributing to a
downside scenario would be an economic downturn in any of the
company's key end markets, especially the building products
segment. We would expect EBITDA margins to decrease by
approximately 150 basis points (bps) from our base case
expectations. The company could be impaired if it is unable to
effectively manage swings in raw materials prices, such as toluene,
which makes up a sizeable portion of its raw-material spending.
Given the market concentration, a downside scenario could also
transpire if there were significant changes in customer end use of
plastic and its derivatives.

"Additionally, we could lower ratings if we no longer expect
management would be committed to maintaining current leverage
levels or if we expect that the owners would take dividends. We
could also lower ratings if we expected the company would no longer
maintain liquidity, such that we believed sources of funds would
not exceed uses of funds by more than 1.2x or if we thought the
company's covenant would be pressured. We do not factor any
significant debt-funded acquisitions and could also lower ratings
should metrics weaken as a result.  

"To consider an upgrade, we would expect that debt to EBITDA would
be below 6.5x and that FFO to debt would exceed at least 9% on a
weighted-average and sustainable basis of projected metrics. For
this to occur, we believe the company could achieve
higher-than-expected cost savings and synergies related to the
INEOS acquisition and its organic growth would exceed our
expectations, such that EBITDA margins increased approximately 150
bps from our base case expectations. We would also need to believe
the company's financial sponsors would remain supportive of
maintaining credit metrics at these levels."



PREGIS HOLDING I: S&P Alters Outlook to Negative & Affirms 'B' CCR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based Pregis Holding
I Corp. to negative from stable and affirmed all of its ratings on
the company, including its 'B' corporate credit rating.

The negative outlook reflects the company's increased leverage
following the proposed acquisition and weaker-than-expected recent
financial performance. S&P said, "We believe the transaction
indicates a more aggressive financial policy from Pregis and its
financial sponsor Olympus Partners due to the acquisition's
relatively large purchase price (compared to previous
acquisitions), and the use of debt financing for funding. We expect
that, because of the transaction, leverage will initially be above
our 7x downgrade threshold, but that it will decline to the high-6x
range by the end of 2019 if the company successfully integrates the
target's business operations. As a result, we believe there is
limited cushion for additional debt-financed acquisitions or weak
profitability over the next 12-18 months."

S&P said, "The negative outlook on Pregis reflects that we could
downgrade the company over the next 12 months if it doesn't reduce
its debt leverage. The negative outlook also reflects our
expectation that Pregis' ability to pass on higher resin costs to
customers remains a meaningful risk, which combined with the
company's aggressive financial policies, could limit the company's
ability to reduce its leverage. We expect Pregis' adjusted
debt-to-EBITDA to be in the high-6x area at the end of 2019,
resulting in limited cushion for additional debt-financed
acquisitions or weak profitability over the next 12-18 months.

"We could lower our ratings on Pregis if resin cost pressures
continue to compress its profit margins, or the company pursues
additional debt-financed acquisitions, causing its adjusted
debt-to-EBITDA to be sustained above 7x. Additionally, we could
lower our rating on the company if unexpected capital outlays and
revolver borrowings cause its liquidity to deteriorate.

"Although we believe the company may continue to pursue
debt-financed acquisitions over the next 12-18 months, we could
revise our rating outlook to stable if the company reduces its
leverage below 7x and we believe it is committed to maintaining
financial policies that would support this level of leverage."


PREMIER WEST: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Premier West Coast Properties LLC
        3609 Oakdale Rd, Ste 5
        Modesto, CA 95357-0718

Business Description: Premier West Coast Properties LLC,
                      a real estate company, owns in fee
                      simple a property located at 3609
                      Oakdale Rd Ste 5, Modesto, California
                      consisting of 1.147 acres of land and
                      improvements valued by the company at
                      $3.03 million.
                
Chapter 11 Petition Date: June 21, 2018

Court: United States Bankruptcy Court
       Eastern District of California (Modesto)

Case No.: 18-90464

Judge: Hon. Ronald H. Sargis

Debtor's Counsel: Mark J. Hannon, Esq.
                  MARK J. HANNON
                  1114 W Fremont St
                  Stockton, CA 95203-2622
                  Tel: (209) 942-2229
                  Email: markjhannon@yahoo.com

Total Assets: $3.03 million

Total Liabilities: $2.44 million

The petition was signed by Brent Hill, president.

The Debtor lists Stanislaus County Tax Collector as its sole
unsecured creditor holding a claim of $77,650.

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

          http://bankrupt.com/misc/caeb18-90464.pdf


PROJECT ANGEL: S&P Assigns 'B' Corp. Credit rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Costa Mesa, Calif.-based Project Angel Intermediate Holdings LLC.
The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's first-lien debt,
consisting of a $35 million revolver due 2023 and a $315 million
term loan due 2025. The '3' recovery rating indicates our
expectation of meaningful (50% to 70%; rounded estimate 60%)
recovery in the event of default."

The rating reflects the company's exposure to a niche product
offering underpinned by the risk of the cyclicality of consumer
lending patterns, a non-recurring, transaction-based revenue model,
and a relatively small and concentrated end market. Offsetting
these factors is its leading share with customers and growing
popularity of credit unions (the primary customer base), strong
profitability and scalable platform, the ability to collect
application revenues independent of the borrower's approval
outcome, and our expectation for minimal integration risk of CRIF.
Adjusted leverage for the period ended March 31, 2018, will be high
in the high-9x area (before cost synergies and $25 million of
preferred equity treated as debt) at transaction close, however
through strong organic growth in the core business and cost
synergies at CRIF, leverage has the potential to decline to the
high-7x area by 2019. In addtion, S&P expects favorable cash flow
generation to contribute to FOCF to debt in the high-single-digit
percentage area and interest coverage in the mid-2x area.

S&P said, "The stable outlook reflects our expectation that over
the next 12 months, revenues and earnings will benefit from
increasing account and loan originations supporting a decline in
leverage to the high-7x to 8x area and FOCF between $20 million to
$30 million. We expect customer retention rates to remain high and
CRIF to be integrated successfully.

"We could lower the rating over the next 12 months if we project
leverage to remain above 7.5x and FOCF to debt below the
mid-single-digit percent area. This could occur if loan application
volumes decline or the company encounters integration troubles
including greater-than-expected customer attrition and
lower-than-expected cost synergies.

"A positive rating action is highly unlikely over the next 12
months given the company's small scale and high debt leverage. Over
the longer term, we would consider an upgrade if the company
demonstrates a more conservative financial policy, which includes
leverage sustained comfortably below 5x and a commitment from the
financial sponsor to maintain conservativism on a sustained basis."


R.J. REAL ESTATE: Taps Mark J. Giunta as Legal Counsel
------------------------------------------------------
R.J. Real Estate Enterprises LLC seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire the Law Office
of Mark J. Giunta 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.

The firm will charge at these hourly rates:

     Mark J. Giunta         $425
     Senior Associate       $225
     Associate              $175
     Clerk                  $125
     Legal Assistant         $90

Giunta received the sum of $5,000 from the Debtor as an initial
retainer.

The firm does not represent any interest adverse to the Debtor and
its estate, according to court filings.

Giunta can be reached through:

     Mark J. Giunta, Esq.
     Law Office of Mark J. Giunta
     531 East Thomas Road, Suite 200
     Phoenix, AZ 85012
     Tel: 602-307-0837
     Fax: 602-307-0838
     Email: markgiunta@giuntalaw.com

              About R.J. Real Estate Enterprises

R.J. Real Estate Enterprises, LLC, is a real estate company that
owns in fee simple two real properties located at 7215 and 7223
West Indian School Road, Phoenix, Arizona and 10643 North Frank
Lloyd Wright, Suite 202, Scottsdale, Arizona, having a total
aggregate value of $1.12 million.

R.J. Real Estate Enterprises sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-07023) on June 16,
2018.

In the petition signed by Andrew J. Piotrowski, managing member,
the Debtor disclosed $1.16 million in assets and $1.31 million in
liabilities.  

Judge Paul Sala presides over the case.


RENNOVA HEALTH: CEO Reassures Investors with Future Growth
----------------------------------------------------------
Seamus Lagan, chief executive officer of Rennova Health, Inc.,
returned to Uptick Newswire's "Stock Day" podcast with Everett
Jolly to provide an update on first quarter results.

When asked by Mr. Jolly about the company's cash position, Mr.
Lagan said, "That's a fair question.  Our investors have been
supportive of our needs and provided access to enough capital to
pay some bills and complete the recent acquisition.  The last day
of the month and end of the quarter usually see an increase in
company expenses and outgoing cash for that short period of time."
Lagan does expect the company's overall revenues to grow over the
next few quarters and well into the future.

The interview also addressed a number of items that Jolly believed
were of interest to the company's shareholders including the
toxicology sector, the size of the derivative liability reported,
and plans for future acquisitions and growth.

Lagan ended the interview by reassuring investors and "Stock Day"
listeners.  "This is not a get rich quick scheme, and we have an
ambitious plan," he said.  "It's going to take a period of time to
implement, and to grow to the size that we believe we will.  There
is no real limit or ceiling of what we believe that growth will be
over a period of years."

Mr. Jolly owns 800,000 shares of Rennova Health.

To hear more about the items included in the company's financial
report and future plans please follow the link below to hear the
full interview.

https://upticknewswire.com/featured-interview-ceo-seamus-lagan-of-rennova-health-inc-otcqb-rnva-5/

Investors Hangout is a proud sponsor of Stock Day and Uptick
Newswire encourages listeners to visit the message board for
Rennova Health, Inc.

                    About Rennova Health

Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides
diagnostics and supportive software solutions to healthcare
providers.  The Company's principal lines of business are
diagnostic laboratory services, supportive software solutions and
decision support and informatics services.  The company is
headquartered in West Palm Beach, Florida.

Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016.

As of March 31, 2018, Rennova Health had $6.13 million in total
assets, $182.2 million in total liabilities, $5.83 million in
redeemable preferred stock I-1, $2.03 million in redeemable
preferred stock I-2, and a total stockholders' deficit of $183.90
million.

The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit.  Those conditions
raise substantial doubt about the company's ability to continue as
a going concern.


RENT-A-CENTER INC: S&P Puts 'CCC+' CCR on CreditWatch Positive
--------------------------------------------------------------
S&P Global Ratings placed all of its ratings, including the 'CCC+'
corporate credit rating on Plano, Texas???based Rent-A-Center Inc.
on CreditWatch with positive implications.

The CreditWatch placement follows RCII's announcement that it will
be acquired by Vintage Capital for $15 per share in cash,
representing a total consideration of $1.365 billion, including net
debt. S&P said, "We believe RCII's credit quality will improve
following the transaction given our belief that its existing
capital structure will be refinanced at the close of the
transaction, which is expected to occur by the end of 2018. This
includes addressing the company's revolver, which is now current
given its March 2019 maturity. Although financing details have not
yet been disclosed, we expect RCII's liquidity to strengthen from
current levels and its pro forma capital structure to be
sustainable."

S&P said, "We expect to resolve the CreditWatch when we obtain more
details about the financing plans and after we assess RCII's pro
forma capital structure and credit protection metrics. We
anticipate the ratings will be raised at the close of the
transaction. Alternatively, we would reassess our corporate and
issue-level ratings on RCII should the transaction fail to close."


REX ENERGY: Committee Taps Brown Rudnick as Lead Counsel
--------------------------------------------------------
The official committee of unsecured creditors of R.E. Gas
Development, LLC, seeks approval from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to hire Brown Rudnick LLP as
its lead bankruptcy counsel.

The firm will assist the committee in its consultations with R.E.
Gas and its affiliates in connection with the administration of
their Chapter 11 cases; participate in examinations of the Debtors;
negotiate and, if necessary, formulate a plan of reorganization for
the Debtors; and provide other legal services related to the
cases.

The firm's hourly rates range from $300 to $1,490 for attorneys and
from $255 to $485 for paraprofessionals.

The primary attorneys who are anticipated to represent the
committee are:

     Robert Stark              $1,390
     Sigmund Wissner-Gross     $1,365
     Steven Pohl               $1,235
     Chelsea Mullarney           $825
     Brian Rice                  $730
     Justin Cunningham           $585
     Emily Koruda                $540

Robert Stark, Esq., at Brown Rudnick, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

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

Brown Rudnick also disclosed that it has not represented the
committee in the 12 months preceding the petition date, and that it
intends to negotiate an acceptable budget with the committee
following approval of its employment.

The firm can be reached through:

     Robert J. Stark, Esq.
     Brown Rudnick, LLP
     7 Times Square
     New York, NY 10036
     Tel: +1.212.209.4862 / +1.212.209.4800
     Fax: +1.212.209.4801 / +1.212.209.4801
     E-mail: rstark@brownrudnick.com

                      About Rex Energy Corp.

Rex Energy Corporation -- http://www.rexenergy.com/-- and its
subsidiaries are independent oil and gas companies operating in the
Appalachian Basin, engaged in the acquisition, production,
exploration and development of oil, natural gas and natural gas
liquids.  They are focused on drilling and exploration activities
in the Marcellus Shale, Utica Shale and Upper Devonian Shale.  Rex
Energy is headquartered in State College, Pennsylvania and became a
public company in 2007.  

On May 18, 2018, Chapter 11 cases were filed by Rex Energy
Corporation (Bankr. W.D. Pa. Case No. 18-22033) and its affiliates
R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032), Rex
Energy Operating Corp. (Case No. 18-22034), and Rex Energy I, LLC
(Case No. 18-22035).  R.E. Gas Development is the lead case.

In the petitions signed by Thomas C. Stabley, president and CEO,
the Debtors listed total assets of $851,000,957 and total debt of
$984,529,090 as of April 30, 2018.

Judge Jeffery A. Deller presides over the cases.

James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S.
Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J.
Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas
A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day, serve
as the Debtors' bankruptcy counsel.

The Debtors tapped Perella Weinberg Partners as their investment
banker; FTI Consulting, Inc., as financial advisor; and Prime Clerk
LLC as claims and noticing agent.

The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 29, 2018.  The Committee
tapped Brown Rudnick LLP as its lead counsel; and Leech Tishman
Fuscaldo & Lampl, LLC as its local counsel.


REX ENERGY: Committee Taps Conway MacKenzie as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors of R.E. Gas
Development, LLC, seeks approval from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to hire Conway MacKenzie, Inc.
as its financial advisor.

The firm will assist the committee in the analysis and monitoring
of the restructuring process of R.E. Gas and its affiliates; review
the Debtors' financial information, assets, debtor-in-possession
facility and tax-related issues; and provide other financial
advisory services related to the Debtors' Chapter 11 cases.

The firm will charge these hourly rates:

     Senior Managing Directors         $915 - $1,115
     Managing Directors                $700 - $895
     Directors                         $610 - $700
     Senior Associates                 $465 - $495  
     Associates                        $200 - $225

John Young, Jr., a senior managing director of Conway MacKenzie,
disclosed in a court filing that his firm is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.

Conway MacKenzie can be reached through:

     John T. Young, Jr.
     Conway MacKenzie, Inc.
     1301 McKinney Street, Suite 2025
     Houston, TX 77010
     Phone: +1.713.650.0500
     Email: JYoung@ConwayMacKenzie.com

                      About Rex Energy Corp.

Rex Energy Corporation -- http://www.rexenergy.com/-- and its
subsidiaries are independent oil and gas companies operating in the
Appalachian Basin, engaged in the acquisition, production,
exploration and development of oil, natural gas and natural gas
liquids.  They are focused on drilling and exploration activities
in the Marcellus Shale, Utica Shale and Upper Devonian Shale.  Rex
Energy is headquartered in State College, Pennsylvania and became a
public company in 2007.  

On May 18, 2018, Chapter 11 cases were filed by Rex Energy
Corporation (Bankr. W.D. Pa. Case No. 18-22033) and its affiliates
R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032), Rex
Energy Operating Corp. (Case No. 18-22034), and Rex Energy I, LLC
(Case No. 18-22035).  R.E. Gas Development is the lead case.

In the petitions signed by Thomas C. Stabley, president and CEO,
the Debtors listed total assets of $851,000,957 and total debt of
$984,529,090 as of April 30, 2018.

Judge Jeffery A. Deller presides over the cases.

James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S.
Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J.
Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas
A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day, serve
as the Debtors' bankruptcy counsel.

The Debtors tapped Perella Weinberg Partners as their investment
banker; FTI Consulting, Inc., as financial advisor; and Prime Clerk
LLC as claims and noticing agent.

The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 29, 2018.  The committee
tapped Brown Rudnick LLP as its lead counsel; and Leech Tishman
Fuscaldo & Lampl, LLC as its local counsel.


REX ENERGY: Committee Taps Leech Tishman as Local Counsel
---------------------------------------------------------
The official committee of unsecured creditors of R.E. Gas
Development, LLC, seeks approval from the U.S. Bankruptcy Court for
the Western District of Pennsylvania to hire Leech Tishman Fuscaldo
& Lampl, LLC as its local counsel.

The firm will assist the committee and its lead counsel, Brown
Rudnick LLP, in connection with the Chapter 11 cases of R.E. Gas
and its affiliates.

The firm's hourly rates range from $275 to $690 for partners, $205
to $380 for associates, and $95 to $220 for paralegals and law
clerks.  The attorneys who are most likely to represent the
committee are:

     David Lampl                Partner        $535
     Patrick Carothers          Partner        $475
     John Steiner               Partner        $420
     Crystal Thornton-Illar     Partner        $325
     Daniel Yeomans             Associate      $230
     Kristin Lawson             Of Counsel     $395

John Steiner, Esq., at Leech Tishman, disclosed in a court filing
that the firm and its members, partners and associates are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.

Leech Tishman can be reached through:

     John M. Steiner, Esq.
     Leech Tishman Fuscaldo & Lampl, LLC
     525 William Penn Place, 28th Floor
     Pittsburgh, PA 15219
     Telephone: 412.261.1600
     Facsimile: 412.227.5551
     Email: jsteiner@leechtishman.com

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

Leech Tishman also disclosed that it has not represented the
committee in the 12 months preceding the petition date, and that it
intends to negotiate an acceptable budget with the committee
following approval of its employment.

                      About Rex Energy Corp.

Rex Energy Corporation -- http://www.rexenergy.com/-- and its
subsidiaries are independent oil and gas companies operating in the
Appalachian Basin, engaged in the acquisition, production,
exploration and development of oil, natural gas and natural gas
liquids.  They are focused on drilling and exploration activities
in the Marcellus Shale, Utica Shale and Upper Devonian Shale.  Rex
Energy is headquartered in State College, Pennsylvania and became a
public company in 2007.  

On May 18, 2018, Chapter 11 cases were filed by Rex Energy
Corporation (Bankr. W.D. Pa. Case No. 18-22033) and its affiliates
R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032), Rex
Energy Operating Corp. (Case No. 18-22034), and Rex Energy I, LLC
(Case No. 18-22035).  R.E. Gas Development is the lead case.

In the petitions signed by Thomas C. Stabley, president and CEO,
the Debtors listed total assets of $851,000,957 and total debt of
$984,529,090 as of April 30, 2018.

Judge Jeffery A. Deller presides over the cases.

James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S.
Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J.
Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas
A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day, serve
as the Debtors' bankruptcy counsel.

The Debtors tapped Perella Weinberg Partners as their investment
banker; FTI Consulting, Inc., as financial advisor; and Prime Clerk
LLC as claims and noticing agent.

The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 29, 2018.  The committee
tapped Brown Rudnick LLP as its lead counsel; and Leech Tishman
Fuscaldo & Lampl, LLC as its local counsel.


REX ENERGY: Creditors' Committee Members Disclose Claims
--------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the Official Committee of Unsecured Creditors of R.E. Gas
Development, LLC, and its affiliated debtors on June 13, 2018,
filed a verified statement to disclose that the Committee members
hold unsecured claims against the Debtors' estates arising from
noteholder interests, pending litigation against the Debtors,
contractual obligations, and financial arrangements.

In accordance with Rule 2019, the Committee disclosed the nature
and amount of their disclosable economic interests of each member:

   1. BOKF N.A.
      c/o BOK Financial
      Attn: George F. Kubin
      Attn: Keith Papantonio
      1600 Broadway, 3rd Floor
      Denver, CO 80202

      * 8.875% Unsecured Notes due 2020: $7,573,000 in principal
amount, plus accrued and unpaid interest, indemnities, costs and
other charges.

      * 6.250% Unsecured Notes due 2022: $5,648,000 in principal
amount, plus accrued and unpaid interests, indemnities, costs and
other charges.

      BOKF, N.A., is successor indenture trustee under the
indentures governing the 2020 Senior Notes and the 2022 Senior
Notes

   2. B.P. Energy Company
      Attn: Andrea Kunkel
      201 Helio Way
      Houston, TX 77079

      * A claim in the amount of no less than $14,100,000 arising
from a contractual obligation.  BP also has claims in respect of
its hedges that are secured by the first lien.

   3. MarkWest Energy Partners, L.P.
      Attn: Christopher L. Rimkus
      Attn: Gregory Floerke
      1515 Arapahoe Street
      Tower 1, Suite 1600
      Denver, CO 80202-2137

      * A claim in the amount of no less than $13,038,924 arising
from an agreement.

   4. Mary Kerstetter
      1136 Clauverwie Road
      Middleburgh, NY 12122
   
      * A claim in the amount of no less than $400,000 arising from
outstanding oil and gas lease payments.

The U.S. Trustee appointed the four-member Committee on May 29,
2018.

The Committee's attorneys:

         John M. Steiner, Esq.
         LEECH TISHMAN FUSCALDO & LAMPL, LLC
         525 William Penn Place, 28th Floor
         Pittsburgh, PA  15219
         Telephone: 412.261.1600
         Facsimile: 412.227.5551
         E-mail: jsteiner@leechtishman.com

                   - and -

         Robert J. Stark, Esq.
         Sigmund S. Wissner-Gross, Esq.
         Seven Times Square
         New York, New York 10036
         Telephone: (212) 209-4800
         Facsimile: (212) 209-4801

                   - and -

         Steven D. Pohl, Esq.
         Brian T. Rice, Esq.
         BROWN RUDNICK LLP
         One Financial Center
         Boston, MA 02111
         Telephone: (617) 856-8200
         Facsimile: (617) 856-8201

                     About Rex Energy Corp.

Rex Energy Corporation -- http://www.rexenergy.com/-- and its
subsidiaries are independent oil and gas companies operating in the
Appalachian Basin, engaged in the acquisition, production,
exploration and development of oil, natural gas and natural gas
liquids.  They are focused on drilling and exploration activities
in the Marcellus Shale, Utica Shale and Upper Devonian Shale.  Rex
Energy is headquartered in State College, Pennsylvania and became a
public company in 2007.

On May 18, 2018, Chapter 11 cases were filed by Rex Energy
Corporation (Bankr. W.D. Pa. Case No. 18-22033) and its affiliates
R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032), Rex
Energy Operating Corp. (Case No. 18-22034), and Rex Energy I, LLC
(Case No. 18-22035).  R.E. Gas Development is the lead case.

In the petitions signed by Thomas C. Stabley, president and CEO,
the Debtors listed total assets of $851,000,957 and total debt of
$984,529,090 as of April 30, 2018.

Judge Jeffery A. Deller presides over the cases.

James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S.
Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J.
Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas
A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day, serve
as the Debtors' bankruptcy counsel.

The Debtors tapped Perella Weinberg Partners as their investment
banker; FTI Consulting, Inc., as financial advisor; and Prime Clerk
LLC as claims and noticing agent.

The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 29, 2018.  The Committee
retained Leech Tishman Fuscaldo & Lampl, LLC, and Brown Rudnick LLP
as its attorneys.


RH BBQ INC: Trustee Taps Coldwell Banker as Broker
--------------------------------------------------
Timothy Yoo, the Chapter 11 trustee for RH BBQ, Inc., seeks
approval from the U.S. Bankruptcy Court for the Central District of
California to hire a broker.

The trustee proposes to employ Coldwell Banker Commercial Wilshire
Properties in connection with the sale of its Korean barbeque
restaurant located at 18311 E. Colima Road, Suite A, Rowland
Heights, California.  The restaurant conducts business under the
name Red Castle 3.

Coldwell Banker will get a commission of 10% of the sales price or
$12,000, whichever is greater, to be paid upon the closing of the
sale.  The firm has recommended a starting listing price of
$500,000 for the business.

Ryan Oh, managing director of Coldwell Banker, 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:

     Ryan Oh
     Coldwell Banker Commercial Wilshire Properties
     3731 Wilshire Boulevard, Suite 820
     Los Angeles, CA 90010
     Mobile: (213) 804-7548
     Office: (213) 637-1112
     Email: roh@cbcwilshire.com

                       About RH BBQ Inc.

RH BBQ, Inc., doing business as Red Castle 3, is a privately-held
company in Rowland Heights, California, that operates a Korean
barbecue restaurant.

RH BBQ, Inc., based in Rowland Heights, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-11469) on Feb. 9, 2018.  In
the petition signed by Young Keun Park, president, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.

Judge Sandra R. Klein presides over the case.  

Jaenam Coe, Esq., at the Law Office of Jaenam Coe PC, serves as
bankruptcy counsel.

Timothy J. Yoo was appointed Chapter 11 trustee for the Debtor.
The Trustee hired Levene, Neale, Bender, Yoo & Brill LLP as his
legal counsel.


RMH FRANCHISE: $600K Sale of Mishawaka Property to Noblesville OK'd
-------------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized RMH Franchise Holdings, Inc. and
its affiliated debtors to sell all of the real estate located at
4515 Lincolnway East, Mishawaka, Indiana, on approximately 2.94
acres of owned real property, together with all improvements
located thereon, to Mishiwaka Retail, LLC, as assignee of
Noblesville Retail, LLC, for $600,000, subject to certain
adjustments.

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

The Debtors are authorized to pay the Broker's Commission upon the
closing of the transaction.

Notwithstanding the provisions of Bankruptcy Rule 6004 or any other
provision of the Bankruptcy Code and Bankruptcy Rules, or any
applicable provisions of the Local Rules of Bankruptcy Practice and
Procedure of the United States Bankruptcy Code for the District of
Delaware, the Order will not be stayed for 14 days after the entry
hereof, but will be effective and enforceable immediately upon
entry, and the 14 day stay provided in such rules is expressly
waived and will not apply.

                     About RMH Franchise

RMH Franchise, headquartered in Atlanta, Georgia --
https://www.rmhfranchise.com/ -- is an Applebee's restaurant
franchisee with over 163 standardized restaurants located across 15
states.  RMH Holdings is the direct or indirect parent of each of
the other Debtors.  ACON Franchise Holdings, LLC, a non-debtor,
owns 100% of the shares of RMH Holdings.

RMH Franchise Holdings, Inc., and certain of its affiliates filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May
8, 2018.  In the petitions signed by Michael Muldoon, president.
At the time of filing, RMH Franchise Holdings estimated assets and
liabilities at $100 million to $500 million each.

Affiliates that concurrently filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D.
Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH
Franchise Corporation (Case No. 18-11095), and Contex Restaurants,
Inc. (Case No. 18-11096).                   

The case is assigned to Judge Brendan Linehan Shannon.

Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy
counsel to the Debtors, and Mastodon Ventures, Inc., is the
restructuring advisor.


RMH FRANCHISE: Utilities Tap Russell Johnson as Attorney
--------------------------------------------------------
Pursuant to the provisions of Rule 2019 of the Federal Rules of
Bankruptcy Procedure, Russell R. Johnson II of the Law Firm of
Russell R. Johnson III, PLC, filed a verified statement of his
firm's multiple representations in the Chapter 11 cases of RMH
Franchise Holdings, Inc., et al.  The firm represents these
entities, which provided prepetition utility goods/services to the
Debtors, and continue to provide postpetition utility
goods/services to the Debtors:

   1. American Electric Power
      Attn: Dwight C. Snowden
      1 Riverside Plaza, l3th Floor
      Columbus, Ohio 43215

   2. Arizona Public Service Company
      Attn: Patty Schloss
      Senior Account Management Analyst
      2043 W. Cheryl Dr.
      Bldg. M
      Mail Station 3209
      Phoenix, Arizona  85021-1915

   3. CenterPoint Energy Resources Corp.
      Timothy Muller, Esq.
      Senior Counsel
      CenterPoint Energy, Inc.
      1111 Louisiana St.
      Houston, TX 77002

   4. Commonwealth Edison Company
      Attn:  Lynn R. Zack, Esq.
      Assistant General Counsel
      Exelon Corporation
      2301 Market Street, 823-I
      Philadelphia, PA  19103

   5. Constellation NewEnergy, Inc.
      Constellation NewEnergy - Gas Division, LLC
      Attn:  C. Bradley Burton
      Credit Analyst
      Constellation Energy
      1310 Point Street, l2th Floor
      Baltimore, MD 21231

   6. Salt River Project
      Attn: Diana Greer/ISB 231
      2727 E. Washington St.
      Phoenix, AZ 85034-1403

   7. Tucson Electric Power Company
      UNS Gas, Inc.
      Attn:  Adam D. Melton, Esq.
      Senior Attorney - Litigation
      88 E. Broadway Blvd.
      Tucson, AZ  85701

   8. The East Ohio Gas Company d/b/a Dominion East
      Attn:  Lessie M. Jones, Esq.
      1201 East 55th Street
      Cleveland, OH  44103

   9. Ohio Edison Company
      Toledo Edison Company
      Pennsylvania Power Company
      Attn:  Kathy M. Hofacre
      FirstEnergy Corp.
      76 S Main St., A-GO-15
      Akron, OH  44308

American Electric Power, Arizona Public Service Company,
CenterPoint Energy Services, Inc., Constellation NewEnergy, Inc.,
Constellation NewEnergy - Gas Division, LLC, Tucson Electric Power
Company, UNS Gas, Inc., The East Ohio Gas Company, d/b/a Dominion
East Ohio, Ohio Edison Company, Toledo Edison Company, Pennsylvania
Power Company and Commonwealth Edison Company assert unsecured
claims against the Debtors arising from prepetition utility usage.

Salt River Project held prepetition deposits which secured all
prepetition debt.

The firm can be reached at:

      Russell R. Johnson III, Esq.
      LAW FIRM OF RUSSELL R. JOHNSON III, PLC
      2258 Wheatlands Dr.
      Manakin-Sabot, VA 23103, USA
      Phone: +1 804-749-8861

                     About RMH Franchise

RMH Franchise, headquartered in Atlanta, Georgia --
https://www.rmhfranchise.com/ -- is an Applebee's restaurant
franchisee with over 163 standardized restaurants located across 15
states.  RMH Holdings is the direct or indirect parent of each of
the other Debtors.  ACON Franchise Holdings, LLC, a non-debtor,
owns 100% of the shares of RMH Holdings.

RMH Franchise Holdings, Inc., and certain of its affiliates filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May
8, 2018.  In the petitions signed by Michael Muldoon, president. At
the time of filing, RMH Franchise Holdings estimated assets and
liabilities at $100 million to $500 million each.

Affiliates that concurrently filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D.
Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH
Franchise Corporation (Case No. 18-11095), and Contex Restaurants,
Inc. (Case No. 18-11096).

The case is assigned to Judge Brendan Linehan Shannon.

Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy
counsel to the Debtors, and Mastodon Ventures, Inc., is the
restructuring advisor.  Hilco Real Estate LLC is the real estate
advisor and consultant.  Prime Clerk LLC is the claims and noticing
agent.


ROBERT TURNER: Texas Court Abates Appeal
----------------------------------------
The Court of Appeals of Texas abates the appeals case captioned
ROBERT C. TURNER AND ROGER M. TURNER, Appellants, v. SECURITY BANK,
Appellee, No. 11-17-00319-CV (Tex. App.).

Robert C. Turner and Roger M. Turner timely filed an appeal from a
judgment signed by the trial court on August 16, 2017. Security
Bank indicates that on April 26, 2018, each of the appellants filed
a petition for relief under Chapter 11 of the United States
Bankruptcy Code. The notice of bankruptcy complies with TEX. R.
APP. P. 8.1. The Court, therefore, abates the appeal.

A copy of the Court's Order dated May 31, 2018 is available at
https://bit.ly/2libCiN from Leagle.com.

Theodore W. Daniel, Amber L. James, Katherine D. Mackillop --
katherine.mackillop@nortonrosefulbright.com --  Ryan E. Manns --
ryan.manns@nortonrosefulbright.com -- Aaron Chibli --
aaron.chibli@nortonrosefulbright.com -- Tricia Macaluso  --
tricia.macaluso@nortonrosefulbright.com -- for Securtiy Bank,
Appellee.

Dana M. Campbell, Stewart McKeehan, for Roger M. Turner and Robert
C. Turner, Appellants.

Robert Turner filed for chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 18-70050) on April 26, 2018, and is represented
by Eric A. Liepins, Esq.


ROCKAWAY WORKFORCE: Taps White Law Chartered as Legal Counsel
-------------------------------------------------------------
Rockaway Workforce Housing Partners LLC seeks approval from the
U.S. Bankruptcy Court for the District of Nevada to hire White Law
Chartered as its legal counsel.

The firm will assist the Debtor in the preparation of a plan of
reorganization; examine proofs of claim; and provide other legal
services related to its Chapter 11 case.

White Law will charge $300 per hour for attorneys and $75 per hour
for paralegals.  The firm received a retainer of $15,000.

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

White Law can be reached through:

     John White, Esq.
     White Law Chartered
     335 W. First St.
     Reno, NV 89503
     Tel: (775) 322-8000
     Fax: (775) 322-1228
     Email: john@whitelawchartered.com

             About Rockaway Workforce Housing Partners

Rockaway Workforce Housing Partners, LLC is a privately-held
company in Stateline, Nevada, engaged in activities related to real
estate.

Rockaway Workforce Housing Partners sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-50535) on May
22, 2018.

In the petition signed by John Hickey, president, the Debtor
estimated assets of $10 million to $50 million and liabilities of
$1 million to $10 million.  

Judge Bruce T. Beesley presides over the case.


RONALD GOODWIN: Pavement Pros Buying Walnut Grove Parcels for $160K
-------------------------------------------------------------------
Ronald A. Goodwin and Michelle L. Goodwin filed with the U.S.
Bankruptcy Court for the District of Kansas a combined notice of
their proposed sale of two parcels of real property located in
Sedgwick County, Kansas: (i) the South 100 feet of the North 500
feet of Lot 20, Walnut Grove; and (ii) the North 400 feet of Lot
20, Walnut Grove, to Pavement Pros, LLC, for $160,000.

A hearing on the Motion is set for July 19, 2018 at 10:30 a.m.  The
objection deadline is June 25, 2018.

The Real Estate was purchased by Goodwin Properties, LLC, from
Stone Masons, Inc. pursuant to a purchase contract dated Aug. 14,
2011.  On Nov. 11, 2011, Stone Masons executed a warranty deed
granting the Real Estate to Goodwin Properties in exchange for a
carry-back mortgage in the amount of $124,000.  The Warranty Deed
was escrowed pending satisfaction of Stone Mason's carry-back
mortgage.  The current outstanding balance on Stone Mason's
carry-back mortgage is approximately $50,229.

On Nov. 1, 2017, Goodwin Properties assigned to the Debtors all of
its right, title and interest in and to the Real Estate.  The Real
Estate has not been claimed as exempt by the Debtors.

The proposed sale of the Real Estate has been made to Pavement
Pros, a Kansas limited liability company, for the purchase price of
$160,000.  The parties have entered into Purchase Agreement.

Pavement Pros has been leasing the Real Estate from Debtors since
2014.  Each month, Pavement Pros has made its monthly lease payment
to Stone Masons directly, and the principal portion from Pavement
Pros' lease payment has been applied to reduce the outstanding
balance on Stone Masons' carry-back mortgage.  Pavement Pros will
be allowed to credit toward the Purchase Price the amount by which
it has reduced Stone Masons' carry-back mortgage to date, which
presently totals approximately $45,033.

After application of the Credit, the net purchase price paid by
Pavement Pros will be approximately $114,967.  Pavement Pros will
pay the Net Purchase Price as follows: (i) cash at closing in the
amount of $66,000; and (ii) promissory note in the amount of
$48,967payable to the Debtors in monthly installments of $924.06
for 60 months at a rate of 5% per annum.

The promissory note will be secured by an owner carryback mortgage
against the Real Estate in favor of the Debtors.

The Real Estate will be sold in its present, "as is" condition,
with no express or implied warranties.  It will be sold subject to
rights of way and easements of record.

The Real Estate will be sold free and clear of all liens and
encumbrances of record against the Real Estate, including the
following:

     a. Federal Tax Lien recorded Sept. 1, 2015 as DOC#/FLM-PG:
29552219 and DOC#/FLM-PG: 29552220, against Ronald A. & Michelle
Goodwin in the amount of $248,572, and any other amounts due
thereunder;

     b. Federal Tax Lien recorded April 19, 2016 as DOC#/FLM-PG:
29602309 and DOC#/FLM-PG: 29602310, against Ronald A. & Michelle
Goodwin in the amount of $210,983, and any other amounts due
thereunder;

     c. State of Kansas Withholding Tax Lien, recorded Aug. 29,
2016 as 16-ST-2461, against Ronald A. Goodwin, et al., in the
amount of $2,154 plus interest and costs;

     d. Judgment lien entered in Sedgwick County Case No.
15-CV-1191 in the case styled Ronald Aaron Goodwin vs. Steve Hull,
Journal Entry of Judgment filed Sept. 8, 2016 in favor of Defendant
in the amount of $73,909; and

     e. State of Kansas Withholding Tax Lien, recorded Sept. 19,
2016 as 16-ST-2573, against Ronald A. Goodwin, et al., in the
amount of $9,788 plus interest and costs.

From the sale proceeds, the Debtors will pay the following:

     a. the Debtors' share of the unpaid real estate taxes
attributable to the Real Estate prorated to the date of closing,
including unpaid 2017 real estate taxes in the amount of $4,271;

     b. the Debtors' share of closing expenses for title insurance,
recording fees, closing fees and inspections;

     c. $50,229 to Stone Masons, Inc. in full satisfaction of its
carry-back mortgage identified in Claim 10-1; and

     d. The remainder to the Internal Revenue Service per its tax
liens.

The Debtors propose to sell the Real Estate will be free and clear
of all liens and encumbrances, and any such liens and encumbrances
will attach to the proceeds from the sale.

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

    http://bankrupt.com/misc/Ronald_Goodwin_174_Sales.pdf

Ronald A. Goodwin and Michelle L. Goodwin sought Chapter 11
protection (Bankr. D. Kan. Case No. 16-12205) on Nov. 8, 2017.
The
Debtors tapped Mark J. Lazzo, Esq., as counsel.


ROTINI INC: Dismissal or Conversion of Chapter 11 Case Necessary
----------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr., granted the District of
Columbia's motion for summary judgment to dismiss or convert
Rotini, Inc.'s chapter 11 case to one under chapter 7.

This is the debtor's third bankruptcy case, and much of the
District's motion for summary judgment focuses on the history of
the debtor's not making tax payments from the period when the
debtor filed its first bankruptcy case on June 14, 2013 (Case No.
13-00380) to the time it filed its current bankruptcy on May 6,
2017. Significantly, however, the motion also points out that the
debtor has failed to make payments to the District of Columbia on
tax liabilities incurred post-petition in this case.

The failure timely to pay post-petition taxes is cause for
dismissal or conversion of the case under 11 U.S.C. section
1112(b)(4)(I), which provides that cause for dismissal or
conversion includes "failure timely to pay taxes owed after the
date of the order for relief or to file tax returns due after the
date of the order for relief." Nothing shows that appointment of a
chapter 11 trustee or an examiner is in the best interest of
creditors, and, accordingly, under 11 U.S.C. section 1112(b)(1)
conversion or dismissal is required unless the debtor shows that 11
U.S.C. section 1112(b)(2) provides an exception to that
requirement. Under section 1112(b)(2):

The court may not convert a case under this chapter to a case under
chapter 7 or dismiss a case under this chapter if the court finds
and specifically identifies unusual circumstances establishing that
converting or dismissing the case is not in the best interests of
creditors and the estate, and the debtor or any other party in
interest establishes that--

(A) there is a reasonable likelihood that a plan will be confirmed
within the timeframes established in sections 1121(e) and 1129(e)
of this title, or if such sections do not apply, within a
reasonable period of time; and
(B) the grounds for converting or dismissing the case include an
act or omission of the debtor other than under paragraph (4)(A)-
(i) for which there exists a reasonable justification for the act
or omission; and
(ii) that will be cured within a reasonable period of time fixed by
the court.

The debtor has not carried its burden under section 1112(b)(2) of
showing that, despite the failure timely to pay taxes, the case
ought not be dismissed or converted.

As to section 1112(b)(2)(A), the debtor has missed the deadline to
file a disclosure statement and plan. The debtor acknowledged on
its petition that it is a small business debtor as defined in 11
U.S.C. section 101(51D). Under 11 U.S.C. section 1121(e), a small
business debtor is required to file a disclosure statement and a
plan within 300 days after the petition date. This case was filed
on May 6, 2017, which means the debtor had until March 5, 2018, to
file a disclosure statement and a plan. Now, more than two months
after the deadline, the debtor has still not filed a disclosure
statement or a plan, nor has the debtor sought an extension of time
to do so. Accordingly, the debtor has not established that "there
is a reasonable likelihood that a plan will be confirmed within the
timeframes established in section[] 1121(e)" as required by section
1112(b)(2)(A) in order to bar conversion or dismissal of the case.

Even if the debtor's deadline under section 1121(e) could be
extended, the debtor has not shown that there is a reasonable
possibility of obtaining a confirmed plan.

Moreover, to bar conversion or dismissal, under section
1112(b)(2)(B) the debtor must establish that the failure timely to
pay taxes is a failure for "(i) for which there exists a reasonable
justification for the act or omission; and (ii) that will be cured
within a reasonable period of time fixed by the court." The debtor
focuses on the issue of bounced checks, but does not dispute that
it failed to submit timely payment of post-petition taxes incurred
in this case. Even if the court accepted the debtor's explanation
for why checks bounced on occasion, no justification has been given
for failing timely to send payments of post-petition tax debts to
the District.

For all of the foregoing reasons, dismissal or conversion is
required.

The bankruptcy case is in re: ROTINI, INC., (Chapter 11), Debtor,
Case No. 17-00270 (Bankr. D.C.).

A full-text copy of the Court's Memorandum Decision and Order dated
May 29 is available at https://bit.ly/2t3QT6E from Leagle.com.

Rotini, Inc., Debtor In Possession, represented by Richard L.
Gilman, Gilman & Edwards, LLC.

U. S. Trustee for Region Four, U.S. Trustee, represented by Joseph
A. Guzinski, U. S. Trustee's Office.

                     About Rotini Inc.

Located in Washington, DC, Rotini Inc. is a small business debtor
as defined in 11 U.S.C. Section 101(51D) and is engaged in the
restaurants business.  It first sought bankruptcy protection on
June 14, 2013 (Bankr. D.D.C. Case No. 13-00380) and then on Sept.
23, 2014 (Bank. D.D.C. Case No. 14-00514).

Rotini, Inc., and affiliate TK Restaurant Management, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C.
Case Nos. 17-00270 and 17-00269) on May 6, 2017.  In the petitions
signed by president Karen Kowkabi, Rotini estimated assets of less
than $50,000 and liabilities of $1 million to $10 million, and TK
Restaurant estimated assets of less than $50,000 and liabilities of
less than $1 million.

Judge S. Martin Teel, Jr. presides over the cases.  

Gilman & Edwards, LLC, is the Debtors' bankruptcy counsel.


SANCILIO PHARMACEUTICALS: Taps Cassel as Investment Banker
----------------------------------------------------------
Sancilio Pharmaceuticals Company, Inc., seeks approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Cassel
Salpeter & Co., LLC as its investment banker.

The firm will provide financial advice to the company and its
affiliates in connection with any sale transaction; help identify
and evaluate potential buyers; assist the Debtors in the
consummation of the transaction; provide testimony; and provide
other investment banking services.

If the Debtors consummate a sale transaction, Cassel will be paid
at the closing a fee of $100,000, plus 6% of all "consideration" in
excess of the original aggregate price offered by any stalking
horse bidder.

Prior to the Petition Date, Cassel Salpeter was paid a
non-refundable, one-time cash fee in the sum of $150,000.

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

The firm can be reached through:

     James S. Cassel
     Cassel Salpeter & Co., LLC
     801 Brickell Avenue, Suite 1900
     Miami, FL 33131
     Office:  (305) 438-7700 / 305.438.7701
     Fax: 305.438.7710
     Email: jcassel@cs-ib.com

                  About Sancilio Pharmaceuticals

Headquartered in Riviera Beach, Florida, Sancilio --
https://www.sancilio.com/ -- is a private pharmaceutical
development and manufacturing company.

Sancilio Pharmaceuticals Company, Inc., along with affiliates
Sancilio & Company, Inc., and Blue Palm Advertising Agency, LLC,
sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
18-11333) on June 6, 2018.

Sancilio Pharmaceuticals estimated $10 million to $50 million in
assets and liabilities.

The Hon. Christopher S. Sontchi is the case judge.

The Debtors tapped Greenberg Traurig, LLP as counsel; MCA Financial
Group, LTD., as financial advisor; and JND Corporate Restructuring
as claims agent.


SECOND PHOENIX: Exclusive Plan Filing Period Extended Until Oct. 31
-------------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York, at the behest of Second Phoenix Holding LLC,
Harlem Phoenix Realty Corp. and Kshel Realty Corp., has extended
through Oct. 31, 2018 the exclusive period within which to file
plans and proposed disclosure statements and, thereafter, through
Dec. 31, 2018 to solicit acceptances and rejections of plans and
proposed disclosure statements timely filed.

The Troubled Company Reporter has previously reported that the
Debtor sought extension of the Exclusive Periods to provide ample
time for approval of the Settlement Stipulation between Debtors and
SKW East VH LLC because the Office of the United States Trustee has
requested changes to the Settlement Stipulation. To date, the
Settlement Stipulation has yet to be approved by the Office of the
United States Trustee nor signed -- albeit Debtors remain confident
that it will be.

On March 12, 2018, the Debtors filed an application to retain
Avison Young-New York, LLC as real estate advisors to market the
East 125th Street property for a refinance and the Second Avenue
and/or the East 125th Street property for a sale or refinance. But
on March 21, SKW East VH LLC filed an Objection to the AYNY
Retention. SKW East VH LLC is a lender asserting a claim of in
excess of the principal indebtedness owing to SKW, to wit, in
excess of $12 million secured by the Property.

On March 15, 2018, the Debtors filed a joint plan of reorganization
and a proposed joint disclosure statement. On April 23, 2018, the
Debtors filed a first amended joint plan of reorganization and
disclosure statement.

On March 16, 2018, filed a Motion for Order: (I) Modifying the
Automatic Stay to Permit SKW East VH LLC to Exercise its Rights
with Respect to the Properties or, Alternatively, (II) Dismissing
the Chapter 11 Cases, or Alternatively, (III) Designating the
Debtors Single Asset Real Estate Entities Under Sections 101(51B)
of the Bankruptcy Code and (IV) Granting Such Other Relief.

The Debtors and SKW negotiated a stipulation that resolves, inter
alia, the SKW and AYNY Retention Motions, which, inter alia,
provides Debtors with an opportunity to achieve a viable exit in
these chapter 11 cases while giving SKW certainty regarding its
claim and timing of any sale or refinance transaction(s).

The Debtor anticipated that the Plan and Proposed Disclosure
Statement will require amendment(s). If the Settlement Agreement is
approved, the Debtors will have until October 15, 2018 to close on
the sale and/or refinance of the Property, then one set of
amendment will be required. If the AYNY Retention is approved and
the Court enters the Proposed AYNY Retention Order, another set of
amendments will be required. Thus, unless and until the Court rules
on the Settlement Stipulation; the SKW Motion; and/or the AYNY
Retention, the Debtors will not know of the terms to be
incorporated in a proposed plan.

                  About Second Phoenix Holding

Second Phoenix Holding LLC, Harlem Phoenix Realty Corp., and Kshel
Realty Corp. are privately held companies that are engaged in
activities related to real estate. Second Phoenix is the fee simple
owner of a real property located at 212 East 125th Street, New
York, NY 10035 214-216 East 125th Street, New York, NY 10035 14
Second Avenue, New York, NY 10003 with an appraised value of $21.90
million. Harlem holds 47.58% of the equity of Second Phoenix and
Kshel holds the other 52.42%.  Evan Blum is the sole shareholder of
Harlem and Kshel and is the managing member of Second Phoenix.  

Based in New York, Second Phoenix Holding LLC filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 18-10009) on Jan. 3, 2018.  In
the petition signed by Evan Blum, sole managing member, the Debtor
disclosed $21.92 million in total assets and $12.91 million in
liabilities.  The Debtor is represented by Marc Stuart Goldberg,
Esq., at Marc Stuart Goldberg, LLC, as counsel.


SENTRIX PHARMACY: Aug. 1 Confirmation Hearing
---------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida issued an order approving the disclosure
statement and setting hearing on confirmation of plan filed by
Sentrix Pharmacy and Discount, LLC.

July 18, 2018, is fixed as the deadline for objections to
confirmation of the plan, and August 1, 2018 at 10:00 A.M. is fixed
as the date of confirmation hearing of the plan.

The Debtor proposes to distribute 20%, without interest, on the
effective date to holders of Class 3 - Allowed General Unsecured
Claims.  The Debtor proposes to leave unaltered the legal and
contractual obligations owed to RAM Capital Holdings, LLC, which
has a secured claim.  The Debtor also proposes to pay 10% of the
allowed amount of the Class 2 Claims.  Class 2 Claims consist of
allowed claims of insurance carriers that have participated in
litigation with the Debtor in the Department of Administrative
Hearings in the State of Florida and/or State Office Administrative
Hearings in Texas.

The funds necessary for Class 1, 2, and 3, will be paid by Spencer
Malkin, the Debtor's vice president, and/or the Debtor.

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

          http://bankrupt.com/misc/flsb17-19073-269.pdf  

                About Sentrix Pharmacy and Discount

Sentrix Pharmacy and Discount, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 17-19073) on July 19, 2017.  In
the petition signed by Spencer Maklin, its vice president, the
Debtor estimated $1 million to $10 million in assets and
liabilities.  The Hon. Raymond B. Ray presides over the case.
Rappaport Osborne & Rappaport, PLLC, is the Debtor's bankruptcy
counsel.  Delle Fave Tarrasco & Co, CPA, LLP, is the Debtor's
accountant; and Jason S. Mazer and Ver Ploeg & Lumpkin, P.A., is
the insurance counsel.


SERENITY HOMECARE: July 18 Plan Confirmation Hearing
----------------------------------------------------
Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western
District of Louisiana has approved the disclosure statement
explaining Serenity Homecare, LLC's joint plan of reorganization
and fixed Wednesday, July 18, 2018, at 9:30 a.m., for the Hearing
on Confirmation of the Plan(s).

July 11, 2018 is fixed as the last day for filing written
acceptances or rejection of the Plan(s) and the last day for filing
and serving written Objections to confirmation of the Plan(s).

Prior to the Disclosure Statement hearing, the Debtor amended its
plan to provide the following treatment of general unsecured
claims:

Serenity Homecare, LLC, will satisfy the unsecured claims against
it in the approximate amount of $151,628.97 in full, without
interest, in cash, over a two (2) year period with payments to be
made monthly commencing on the effective date in the amount of
$6,317.88.

The unsecured claims against Quality Home Health I, LLC, which the
Debtor believes to be zero, will be paid in full twelve (12) months
from the effective date.

Hospice Care of Avoyelles Parish, LLC, will satisfy the claims of
the Department of Health and Human Services in full pursuant to the
assumption of the Medicare provider agreement and by virtue of a
payment arrangement made with the Department.

General unsecured claims against Hospice Care of Avoyelles Parish,
LLC, will receive payment in full of their claims over five (5)
years, with payments to be made monthly commencing on January 31,
2019.

The unsecured claims of Antigua Investments, LLC, will receive
their prorata share of $5,000 per month until paid in full, without
interest, with payments commencing sixty (60) days from the
effective date.

The unsecured claims of Cupples Holdings, LLC will receive their
pro-rata share of $1,000 per month until paid in full, without
interest, with payments commencing sixty (60) days from the
effective date.

The unsecured claims of the Debtor, Central Louisiana Home Health,
LLC, will receive their pro-rata portion of proceeds of litigation
after all secured and priority claims of Central Louisiana Home
Health, LLC are paid.

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

        http://bankrupt.com/misc/lawb17-80881-292.pdf

                      About Serenity Homecare

Serenity Homecare, LLC, is a home health care service provider in
Alexandria, Louisiana.  Serenity Homecare and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La.
Lead Case No. 17-80881) on Aug. 22, 2017. Thomas E. Cupples, II,
its member and manager, signed the petitions.  Judge John W. Kolwe
presides over the cases.

Each of Serenity Homecare, Antigua Investments, Central Louisiana
Home, Cupples Holdings, Hospice Care of Avoyelles, Quality Home
Health I and Quality Home Health estimated under $50,000 in assets.
Serenity Homecare and Cupples Holdings estimated under $1 million
in liabilities.  Antigua Investments estimated $1 million to $10
million in liabilities.  Central Louisiana Home, Hospice Care of
Avoyelles and Quality Home Health I estimated under $500,000 in
liabilities. Quality Home Health estimated under $100,000 in
liabilities.

The Debtors tapped Gold, Weems, Bruser, Sues & Rundell as
bankruptcy counsel; Daenen Henderson & Company, LLC as accountant;
and Langlinais Broussard & Kohlenberg as special purpose
accountant.


SEVERSON GROUP: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: The Severson Group, LLC
        Park Place North
        950 Broadway Suite 202
        San Marcos, CA 92078

Business Description: The Severson Group, LLC --
                      https://www.theseversongroup.com --
                      is a national company specializing in
                      temporary and permanent workforce-staffing
                      solutions, including government contracts
                      and program and project management across
                      several NAICS codes.  TSG supports its
                      clients across several contracting vehicles:
                      as a primary contractor, a first-tier
                      subcontractor, and a second-tier
                      subcontractor.  TSG was founded in 2004, in
                      San Diego, California, as a VetBiz-verified,
                      Service-Disabled Veteran-Owned Small
                      Business (SDVOSB).

Chapter 11 Petition Date: June 21, 2018

Case No.: 18-03732

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Christopher B. Latham

Debtor's Counsel: Jeffrey B. Smith, Esq.
                  CURD, GALINDO & SMITH, LLP
                  301 East Ocean Blvd., Suite 1700
                  Long Beach, CA 90802
                  Tel: (562) 624-1177
                  Email: jsmith@cgsattys.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert Severson, managing member,
president & CEO.

The Debtor lists Blackstone Consulting, Inc. as its sole unsecured
creditor holding a claim of $1.1 million.

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

          http://bankrupt.com/misc/casb18-03732.pdf


SF GALLERIA: Taps Sun Commercial as Broker
------------------------------------------
SF Galleria, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to hire a broker.

The Debtor proposes to employ Sun Commercial Real Estate, Inc., in
connection with the sale of its real property located at 1291
Galleria Drive, Henderson, Nevada.

Sun Commercial will get a commission of 3% of the total sales price
of the property if the Debtor is not represented by any broker
other than the firm.  If the Debtor is also represented by a broker
other than Sun Commercial, it will pay a 4% commission.  The
listing price is $5.33 million.

Sun Commercial neither holds nor represents any interest adverse to
the Debtor's estate, according to court filings.

The firm can be reached through:

     Cassie Catania-Hsu
     Sun Commercial Real Estate, Inc.
     6140 Brent Thurman Way, Suite 140
     Las Vegas, NV 89148
     Office: (702) 968-7300 / (702) 968-7324
     Mobile: (702) 556-7100
     Email: Cassie@suncommercialre.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.  The Debtor tapped
hire Johnson & Gubler, P.C., as its legal counsel.


SINGH R&H: Case Summary & Unsecured Creditor
--------------------------------------------
Debtor: Singh R&H Realty Inc.
        310 Laurel Lane
        Syosset, NY 11791

Business Description: Singh R&H Realty Inc. is the fee simple
                      owner of a real property located at
                      1431 Old Northern Boulevard, Roslyn,
                      New York 11576 valued by the company at
                      $1.49 million.

Chapter 11 Petition Date: June 22, 2018

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

Case No.: 18-74263

Judge: Hon. Alan S. Trust

Debtor's Counsel: Harvey J. Cavayero, Esq.
                  HARVEY J CAVAYERO & ASSOCIATES
                  57 Old Country Road, 2nd Floor
                  Westbury, NY 11590
                  Tel: (516) 478-5818
                  E-mail: hcavayero@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Harendra Singh, vice president.

The Debtor lists Mercourios Angeliades as its sole unsecured
creditor holding a claim of $324,251.

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

              http://bankrupt.com/misc/nyeb18-74263.pdf


SJKWD LLC: Taps Furr Cohen as Legal Counsel
-------------------------------------------
SJKWD, LLC, seeks approval from the U.S. Bankruptcy Court for the
Southern District of Florida to hire Furr Cohen, P.A. as its legal
counsel.

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

The firm will charge at these hourly rates:

     Robert Furr           $650  
     Charles Cohen         $550  
     Alvin Goldstein       $550  
     Alan Crane            $500
     Marc Barmat           $500
     Aaron Wernick         $500
     Jason Rigoli          $350
     Paralegals            $150

Furr Cohen received an initial retainer in the sum of $20,000.

Aaron Wernick, Esq., at Furr Cohen, disclosed in a court filing
that neither he nor his firm represents any interest adverse to the
Debtor and its estate.

The firm can be reached through:

     Aaron A. Wernick, Esq.
     Furr Cohen, P.A.
     2255 Glades Road, Suite 301E
     Boca Raton, FL 33431
     Phone: (561) 395-0500
     Fax: (561) 338-7532
     Email: awernick@furrcohen.com

                          About SJKWD LLC

SJKWD, LLC operates its business under the name Denny's Restaurant
located at 2710 N. Roosevelt Boulevard, Key West Florida.  SJKWD
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Fla. Case No. 18-17154) on June 14, 2018.  In the petition
signed by Stan Jackowski, managing member, the Debtor disclosed
$199,323 in assets and $1,036,677 in liabilities.  Judge Robert A.
Mark presides over the case.


SM SEED: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of SM Seed & Milling, LLC, as of June 19,
according to a court docket.

Headquartered in El Centro, California, SM Seed & Milling, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Cal. Case
No. 18-02961) on May 16, 2018, estimating its assets and
liabilities at between $1 million and $10 million each.


SOMERSET REGIONAL WATER: June 28 Hearing on Trustee's Bid to Sell
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
will convene a hearing on June 28, 2018, at 11:00 a.m., to consider
the request of Charles O. Zebley, Jr., Chapter 7 Trustee for
Somerset Regional Water Resources, LLC, for an order authorizing
the sale of the estate's interest in real property in which
Somerset Regional Water Resources and the Wyoming County Tax Claim
Bureau may have an interest.

The Chapter 7 Trustee intends to sell 10 Maple Avenue, Nicholson
Borough, Wyoming County, Pennsylvania.

Cindy Warren, at 930 State Route 492, New Milford, Pennsylvania
18834, has made an initial offer of $15,000 with $1,000
down-payment.

Terms of Sale: No-Contingency, AS IS, WHERE IS; $1,000 in cash or
certified funds at time of sale, the balance within 30 days.  The
Buyer shall pay any transfer taxes.  The Buyer bears responsibility
for all unpaid real estate taxes, municipal liens, and assessments
becoming due after December 31, 2017.  The Buyer shall pay to
record the deed and all other costs of closing.

The Chapter 7 Trustee may be reached at:

     Charles O. Zebley, Jr.
     Trustee
     ZEBLEY MEHALOV & WHITE, P.C
     P.O. Box 2124
     Uniontown, PA 15401
     Tel: (724) 439-9200
     E-mail: COZ@Zeblaw.com

for information, terms and conditions, or to examine property.

The hearing will be held before Judge Jeffrey A. Deller in Court
Room B, Penn Traffic Building, First Floor, 319 Washington Street,
Johnstown, PA 15901. (Video Conferencing will be available in
Courtroom D, 54th Floor, U.S. Steel Tower, 600 Grant Street,
Pittsburgh, PA 15219.)  The court will entertain higher and better
offers at the hearing.  Terms announced at sale will supercede the
terms of any prior notice.

The case is, In re: Somerset Regional Water Resources, LLC, Chapter
7 Debtor, Case No. 15-70766 (W.D. Pa.)


SPANISH BROADCASTING: Crowe Horwath LLP Raises Going Concern Doubt
------------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K, disclosing
a net income of $19.62 million on $134.70 million of net revenue
for the year ended December 31, 2017, compared to a net loss of
$16.34 million on $144.61 million of net revenue for the year ended
in 2016.

The audit report of Crowe Horwath LLP states that the 12.5% Senior
Secured Notes had a maturity date of April 15, 2017.  Cash from
operations or the sale of assets was not sufficient to repay the
notes when they became due.  In addition, for the year ended
December 31, 2017, the Company had a working capital deficiency and
negative cash flows from operations.  These factors raise
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at December 31, 2017, showed total
assets of $435.90 million, total liabilities of $531.82 million,
and a total stockholders' deficit of $95.91 million.

A copy of the Form 10-K is available at:
                              
                       https://is.gd/BDKYwT
                          
Based in Miami, Florida, Spanish Broadcasting System, Inc.
(OTCMKTS:SBSAA) --http://www.spanishbroadcasting.com/-- owns and  
operates 17 radio stations located in the top U.S. Hispanic markets
of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto
Rico, airing the Spanish Tropical, Regional Mexican, Spanish Adult
Contemporary, Top 40 and Latin Rhythmic format genres.  SBS also
operates AIRE Radio Networks, a national radio platform which
creates, distributes and markets leading Spanish-language radio
programming to over 250 affiliated stations reaching 94% of the
U.S. Hispanic audience.  SBS also owns MegaTV, a television
operation with over-the-air, cable and satellite distribution and
affiliates throughout the U.S. and Puerto Rico.  SBS also produces
live concerts and events and owns multiple bilingual websites,
including www.LaMusica.com, an online destination and mobile app
providing content related to Latin music, entertainment, news and
culture.



ST. JOSEPH ENERGY: Moody's Affirms Ba3 on $461.6MM Secured Loans
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating on St. Joseph
Energy Center, LLC's (SJEC or Project) senior secured credit
facilities consisting of a $422.7 million term loan B, due April 10
2025 (including a $15 million incremental facility), and $38.9
million revolving facility due April 10 2023. The rating outlook is
stable.

RATINGS RATIONALE

The Ba3 rating affirmation reflects Moody's view that the planned
incremental facility has a neutral credit impact to the project's
credit quality as a result of the most recent PJM auction result
which provided the project with higher revenues than originally
forecasted in the 2021-2022 period by Moody's. The higher capacity
pricing for the period in combination with slightly lower financing
costs than originally forecasted have resulted in a slight overall
improvement in credit metrics, and similar amount of anticipated
debt outstanding of $290 million at maturity, per Moody's original
forecast. The proceeds from the $15 million incremental facility
will flow through the project's cash flow waterfall and will be
distributed to the sponsors as a restricted payment. The credit
agreement permits such incremental facility without the need for
any additional lenders' consent, and per the administrative agent's
legal counsel, the restricted payment falls under other general
corporate purposes, as permissible use of proceeds. Further, the
excess cash sweep does not begin until September 30th, 2018,
allowing the proceeds to be fully distributed to the sponsors.

SJEC's Ba3 rating is supported by the recent substantial completion
of a brand new, highly efficient and competitive combined cycle gas
turbine power plant, expected to serve as a base load unit in PJM.
Although the availability and net heat rate in the month of May
have been below the original forecast so far, start-up issues (
mis-wired protective relays and damage to a combustion turbine
exhaust bearing) are believed to be over and prospective operating
conditions are expected to normalize. The rating factors in the
known capacity revenues through May 2022 derived from past PJM base
residual auctions as well as transparency into future revenues
which collectively provide four years of some revenue visibility.
The Ba3 rating further acknowledges the existence of a revenue put
which provides downside protection to the project from weak energy
margins. Together, Moody's calculates that these two sources of
revenue provide more than 50% of gross margin in most years. The
Ba3 credit profile factors in the cost competitive position of the
asset in a coal heavy region of PJM providing it with the potential
for sustained high capacity factors and meaningful energy margins
over the life of the transaction.

The Ba3 rating is tempered by the project's minimal operating
history, ongoing merchant exposure, with some nodal basis risk
versus AEP-Dayton Hub, and more expensive fuel relative to other
gas sources in the region. Credit metrics are also deemed weak for
the Ba3 rating category assuming spark spreads or energy margins in
the region remain similar to 2016 and 2017, and incorporating the
outcome of the most recent PJM capacity auction results.

OUTLOOK

The stable outlook assumes SJEC will meet both the heat rate and
capacity guarantees per its EPC agreement, as preliminary tests
conducted in May have shown, and that operations during the first
year of operations will closely align to Moody's performance
expectations of heat rates in the 6,800 range and around 80%
capacity factors during operating ramp up. Given the expected
dispatch profile of the plant, future financial performance depends
upon the robustness and degree of volatility within the PJM
merchant energy market which will be influenced by several factors
including the demand for electricity, expected plant retirements,
including coal-fired generation, and anticipated plant additions
throughout the region.

FACTORS THAT COULD LEAD TO AN UPGRADE

The rating is unlikely to move up at this time in the near term
given its minimal operating history. In the event that actual
performance, particularly on the energy margin side appreciably
exceeds Moody's current expectations, resulting in financial
performance more in line with management's case of a DSCR that is
greater than 2.5x and an FFO/Debt that is greater than 15%, there
could be upward pressure on the rating.

FACTORS THAT COULD LEAD TO A DOWNGRADE

The rating could move down if the project experiences significant
and prolonged operating issues during the start-up or shake-out
period which are either not covered by warranty or insurance or
could lead to significantly lower than expected cash flow
generation and debt service coverage over the next 12-18 months.

PROJECT BACKGROUND

SJEC is located in St. Joseph County, Indiana, near the Town of New
Carlisle. The project consists of two Siemens SGT6-5000F(5ee) CTGs,
two Nooter/Eriksen HRSGs, and one Siemens STG with a nameplate
capacity of approximately 709 megawatts. The HRSGs are equipped
with duct burners to supplement plant capacity, subject to permit
fuel throughput restrictions.

The project achieved substantial completion on April 1, 2018 and
was constructed by Kiewit Power Constructors Co. under a Lump Sum
Turnkey Agreement for the Engineering, Procurement, and
Construction of SJEC. The CTGs, HRSGs, and STG are wrapped under
the EPC Agreement.

The project's sponsors include two separate funds managed by Ares
EIF Management, LLC for 80% of the equity, with Toyota Tsusho
America Inc. holding the remaining 20%. Both sponsors have
experience in the US market, in particular through investments in
combined cycle power plants.


ST. JOSEPH ENERGY: S&P Assigns 'BB' Rating on $461MM Secured Loans
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating to St.
Joseph Energy Center's $422.7 million term loan B and $38.9 million
revolving credit facility. The outlook is stable. The recovery
rating is '1', reflecting S&P's expectation of very high recovery
(90%-100%; rounded estimate: 95%) in the event of default.

St. Joseph Energy Center (SJEC) is a 709 megawatt (MW) natural
gas-fired combined cycle generation facility (CCGT) located in New
Carlisle, Ind. in the American Electric Power (AEP) zone in PJM.
The 'BB' rating reflects the plant's low leverage relative to
peers, high cash flow stability during the first five years, and
low cost of producing electricity.

S&P said, "The stable outlook reflects our view that SJEC will
maintain high availability, with dispatch generally greater than
90%. We expect operational performance to be in line with the
technical consultant's forecast and capacity prices in 2022/2023 to
clear at least $120/MW/day. We anticipate the DSCR during the next
twelve months to be greater than 2x, with a minimum DSCR of 1.71x
over the life of the project.

"We could lower the rating if the project is unable to consistently
maintain a minimum DSCR of 1.5x. This could stem from the
deterioration of energy margins caused by lower power demand or
commodity prices. We could also revise the outlook or lower the
ratings in the event of an unexpected and extensive outage.

"While unlikely in the near term, we could raise the ratings if we
expected the project to maintain a minimum base case DSCR greater
than 2x in all years, including during the post-refinancing period.
This could stem from secular improvement in power and capacity
prices in PJM and continued low-cost natural gas feedstock."


STARS GROUP: Moody's Confirms B2 CFR & Rates Unsec. Notes Caa1
--------------------------------------------------------------
Moody's Investors Service confirmed The Stars Group Inc.'s B2
Corporate Family Rating (CFR) and B2-PD Probability of Default
Rating (PDR). The company's Speculative Grade Liquidity rating was
affirmed at SGL-1. Moody's additionally assigned B1 ratings to The
Stars Group Holdings B.V.'s (co-issuer) proposed $700 million
senior secured revolving credit facility due 2023 and $4,975
million senior secured term loan facility due 2025. A Caa1 rating
was assigned to the company's proposed $850 million senior
unsecured notes due 2026. The rating outlook is stable. This
concludes the review initiated on April 24, 2018.

Proceeds from the proposed $4,975 million term loan, senior
unsecured notes of $850 million, $100 million revolver draw,
balance sheet cash of $419 million, $1,385 million of new Stars
Group common equity to be issued to the seller of Sky Betting and
Gaming ("SBG"), and $500 million of new primary common equity
issuance, will be used to finance the previously announced
acquisition of SBG from CVC Capital Partners and Sky Plc, refinance
SBG debt and repay shareholder loan, refinance Stars Group debt, as
well as pay related fees and expenses. SBG is an operator of mobile
and online sports betting and gaming in the United Kingdom.

"The confirmation of Stars Group's B2 CFR reflects the expected
benefits of the Sky Betting & Gaming acquisition, including
increased scale and diversification from poker into sportsbetting,
as well as increased exposure to more predictable regulated markets
", stated Adam McLaren, Moody's analyst. Even as leverage will rise
to near 6x, it will be lower than originally expected at the time
the review was initiated as the company has reported strong recent
operating performance and will use less debt (due to a planned
equity issuance) to finance the transaction. "The acquisition
provides Stars with a fast growing, strong established brand and
technology platform in sportsbetting in the UK which can be
utilized in other jurisdictions, including Europe and the US, to
the extent opportunities arise," added McLaren.

The company's existing dollar and Euro 1st lien term loans due 2025
and $225 million revolver due 2023 have been confirmed at B2. The
ratings on these facilities will be withdrawn upon close of the new
proposed facilities.

Assignments:

Issuer: Stars Group Holdings B.V. (The)

Senior Secured Bank Credit Facility, Assigned B1 (LGD3)

Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD6)

Outlook Actions:

Issuer: Stars Group Holdings B.V. (The)

Outlook, Changed To Stable From Rating Under Review

Issuer: Stars Group Inc. (The)

Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Stars Group Holdings B.V. (The)

Senior Secured Bank Credit Facility, Confirmed at B2 (LGD3)

Issuer: Stars Group Inc. (The)

Probability of Default Rating, Confirmed at B2-PD

Corporate Family Rating, Confirmed at B2

Affirmations:

Issuer: Stars Group Inc. (The)

Speculative Grade Liquidity Rating, Affirmed SGL-1

RATINGS RATIONALE

The Stars Group Inc.'s B2 Corporate Family Rating is supported by
the company's market leading position in terms of revenue in online
poker, its licenses to operate in all major jurisdictions where
online poker has been legalized, and growing casino and sportsbook
business. The ratings are also supported by the company's
relatively high EBITDA margins, strong free cash flow generation,
and very good liquidity profile.

Key credit concerns include The Stars Group's high leverage level
as a result of its debt financed acquisition based growth strategy,
relatively narrow product focus -- the company's revenue and
earnings are derived entirely from online gaming activities --
along with the uncertainty related to an evolving regulatory
environment for online gaming in various jurisdictions around the
world.

The stable rating outlook reflects continuous improvement in The
Stars Group's operating performance, along with Moody's expectation
that this trend will continue and incorporates the expectation for
the company to maintain very good liquidity.

A ratings upgrade could occur if The Stars Group is able to
successfully integrate recent acquisitions, obtain identified
synergies, and hit its growth targets, resulting in debt/EBITDA
maintained below 4.5 times. Ratings could be lowered if The Stars
Group's debt/EBITDA is maintained above 6.5 times or if the pace or
size of acquisitions were to increase meaningfully.

The Stars Group Inc. (TSX and NASDAQ: TSG) provides
technology-based products and services in the global gaming and
interactive entertainment industries as well as services and
systems to online gaming operators. The company owns and operates
the Poker Stars and Full Tilt Poker online poker brands. The Stars
Group has two reportable segments: Poker and Casino & Sportsbook.
Total revenue for the last twelve month period ended March 31, 2018
was approximately $1.4 billion.




STARS GROUP: S&P Affirms 'B+' Corp. Credit Rating, Off Watch Neg.
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term corporate credit
rating on Toronto-based online gaming company The Stars Group Inc.
At the same time, S&P Global Ratings removed all the ratings on the
company from CreditWatch, where they were placed with negative
implications April 23. The outlook is stable.

At the same time, S&P Global Ratings assigned its 'B+' issue-level
rating and '3' recovery rating to the company's proposed senior
secured debt consisting of a US$700 million revolving credit
facility (RCF) due 2023 and an approximately US$5.0 billion term
loan B due 2025. A '3' recovery rating indicates an expectation of
meaningful (50%-70%; rounded estimate 65%) recovery in a default
scenario. S&P Global Ratings also assigned its 'B-' issue-level
rating and '6' recovery rating to the company's proposed US$850
million senior unsecured notes due 2026. A '6' recovery rating
indicates an expectation of negligible (0%-10%; rounded estimate
5%) recovery in a default scenario.

The Stars Group plans to refinance its existing US$2.8 billion debt
and finance the approximately US$5.3 billion acquisition of Sky
Bet, through a combination of debt (an approximately US$5.0 billion
senior secured term loan B, US$850 million in senior unsecured
notes, and a US$100 million draw on the proposed RCF) and equity
issuance (about US$1.9 billion). The remaining portion of the
transaction will be funded through US$420 million of cash on
balance sheet.

S&P expects to withdraw the issue-level ratings on the company's
existing senior secured debt on close of the transaction.

S&P said, "The affirmation reflects our view that even though
post-transaction The Stars Group's adjusted debt-to-EBITDA will
increase significantly to about 7x in 2018, we expect the company
to rapidly delever to below 6x in 18 months. The acquisition of Sky
Bet materially enhances the company's free cash flow generation,
which should support The Stars Group's ability to delever its
balance-sheet debt. We view management's intentions to pay down
debt in the next 12-24 months as a credit supportive factor
underpinning our affirmation. As a result, we expect company
management will prioritize debt reduction over shareholder returns
in the next 12-24 months and will use free cash flow to reduce
leverage below 6x in that time frame.

"The stable outlook reflects our view that The Stars Group's
acquisition of Sky Bet enhances the company's scale and diversity,
which should support the company's robust free cash flow generation
and quick deleveraging in the next 12-24 months. Post-transaction,
we expect adjusted debt-to-EBITDA to be about 7x. However the
company's leading position in the online poker market and its entry
into the online sports betting market should generate significant
cash flow, which we expect management to use in reducing debt such
that its adjusted debt-to-EBITDA improves to below 6x through
2019.

"We could lower the ratings in the next 12 months if the company's
adjusted debt-to-EBITDA remains above 6.5x and adjusted FOCF to
debt approaches 3% because of weaker earnings and reduced FOCF
generation. We could also lower the rating on The Stars Group if
management's policy shifts away from debt repayment or if the
litigation charge imposed is meaningfully higher than expected,
concurrent with a large debt-funded acquisition, which could lead
to higher leverage.

"Although, unlikely over the next 12 months, we could raise the
rating if adjusted debt-to-EBITDA falls below 5x and adjusted
FOCF-to-debt improves and is sustained above 7.5%. This could
result from stronger FOCF generation reflecting better performance
from Sky Bet and better-than-expected deleveraging. At the same
time, we would expect The Stars Group to commit to stronger credit
measures when taking debt-financed acquisitions into
consideration."



SUPERCANAL S.A.: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Debtor: Supercanal S.A.
                   Hipolito Bouchard No. 680, 5th Floor
                   Buenos Airesa
                   Argentina

Type of Business:  Supercanal S.A. is a company in Argentina
                   offering TV Cable and Internet Services.

Foreign
Proceeding:        Concurso Preventivo, Title II, Ch. I through
                   VI of the Arg. Bankr. Law No. 24,522

Chapter 15
Petition Date:     June 21, 2018

Case No.:          18-11869

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

Judge:             Hon. Martin Glenn

Foreign
Representative:    Eduardo Marcelo Vila

Foreign
Representative's
Attorneys:         Jennifer C. DeMarco, Esq.
                   Sarah N. Campbell, Esq.
                   CLIFFORD CHANCE US LLP
                   31 West 52nd Street
                   New York, NY 10019
                   E-mail: jennifer.demarco@cliffordchance.com
                           sarah.campbell@cliffordchance.com

Estimated Assets: Unknown

Estimated Debt: Unknown

A full-text copy of the Chapter 15 petition is available for free
at:

                http://bankrupt.com/misc/nysb18-11869.pdf


TALEN ENERGY: Moody's Cuts CFR to B2 & Sr. Sec. Debt Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Talen Energy
Supply, LLC including its corporate family rating to B2 from B1,
its probability of default to B2-PD from B1-PD, its senior secured
debt to Ba2 from Ba1, its senior unsecured guaranteed debt to B2
from B1, its senior unsecured, nonguaranteed debt to Caa1 from B3.
Concurrently, Moody's assigned a rating of B2 to approximately $131
million of guaranteed revenue bonds issued by the Pennsylvania
Economic Development Finance Authority (PEDFA) that are being
remarketed by Talen. The outlook for Talen is stable.

RATINGS RATIONALE

The downgrade follows Talen's plans to remarket, rather than repay,
its upcoming PEDFA obligations. In addition, the downgrade
considers the results of the most recent (2021/2022) PJM
Interconnection (PJM) capacity auction as well as the planned
restructuring of its New MACH Gen non-recourse subsidiary. The B2
CFR is driven by the company's relatively aggressive financial
policies in the face of challenging market conditions that will
continue to negatively impact revenue and cash flow.

The decision to remarket the PEDFA bonds is the latest corporate
action that is contrary to Moody's prior expectations that the
company would be more balanced with its shareholder rewards
programs. At year-end 2017, Talen paid a special dividend to
shareholders and kept open the potential for additional payments to
shareholders. More recently, Talen voluntarily filed its
non-recourse New MACH Gen subsidiary into a prepackaged
reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Although the reorganization of New MACH Gen lowers the company's
consolidated leverage position, the transaction represents further
evidence of a financial policy that favors shareholders rather than
creditors (albeit non-recourse creditors). The expected debt
reduction is also slightly below Moody's prior expectations.

Currently, approximately 70% of Talen's generating portfolio is
located in the PJM market, where capacity revenues are established
on a three year forward basis. Although the company has been
successful in reducing costs and enhancing the performance of its
assets, based on known capacity auction results and current market
prices for energy, Moody's expects Talen's ratio of cash flow from
operations excluding changes in working capital (CFO pre-WC) to
debt to remain near 10% in 2018, but to fall below 7% beginning in
2019. When including nuclear fuel as a cash operating expense,
these ratios are about 150-200 basis points lower. In addition,
beyond 2018, Moody's expects the company will be challenged to
remain free cash flow positive.

The most recent PJM capacity auction results for the 2021/2022
delivery year will increase Talen's revenues for that period;
however, cash flow based credit metrics are not likely to return to
current levels. For 2017, Moody's calculates a ratio of CFO
pre-WC/debt of about 11%.

Talen's upcoming additional cash needs include the potential
conversion of its Montour coal-fired plant to either a natural gas
or dual-fuel fired facility. The project is currently estimated to
cost about $200 million including the cost of a natural gas
pipeline. The source of capital for the project will likely be
determined in conjunction with a decision to move forward, but
could include additional debt or debt like financing. While Talen
is likely to generate excess cash flow from operations and non-core
asset sales in 2018, the company will evaluate the option of
retaining these funds for capital investment against alternatives,
including returning capital to shareholders.

Liquidity

Talen's SGL-2 reflects adequate liquidity for the next 12-18
months. The position is bolstered by external credit facilities
that provide support in the latter part of the forecast period. As
of March 31, 2018, the company had an unrestricted cash balance of
about $64 million and usage under its $1.242 billion credit
facility was limited to $158 million for letters of credit. Moody's
expects the company will remain free cash flow positive in 2018,
and to be slightly (under $100 million) negative in 2019.

Talen's nearest long-term debt maturities include $17 million of
notes due July 2019 which the company expects to repay with cash on
hand. Talen's additional 2018 liquidity needs include a requirement
by the Montana Department of Environmental Quality to provide
financial assurance (estimated between $50 - $65 million), for its
proportionate share of decommissioning costs associated with the
coal-fired Colstrip Units 1 and 2 that are scheduled to cease
operations by July 2022.

Outlook

Talen's stable outlook reflects Moody's expectation that the
company will continue to focus on cost control and operational
efficiencies, such that on average, its ratio of CFO pre-WC to debt
will remain above 5%.

Factors that Could Lead to an Upgrade

Although not likely given the recent downgrade, if there were to be
operational enhancements, reductions in leverage, or an improvement
in market conditions causing the ratio of CFO pre-WC to remain
above 10%, there could be upward pressure on the ratings.

Factors that Could Lead to a Downgrade

If there were to be an increase in leverage, operational
challenges, or weaker than expected commodity prices such that
Moody's would expect the ratio of CFO pre-W/C to debt to fall below
5% on a sustained basis. If there were to be additional
refinancings that replace unsecured debt with additional secured or
guaranteed debt, or there is other erosion of the unsecured
liability base, there could be pressure on the ratings of the
secured or guaranteed notes.

Issuer: Talen Energy Supply, LLC

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

Corporate Family Rating, Downgraded to B2 from B1

Senior Secured Bank Credit Facilities, Downgraded to Ba2 (LGD2)
from Ba1 (LGD2)

Gtd. Senior Unsecured Regular Bond/Debenture, Downgraded to B2
(LGD4) from B1 (LGD4)

Senior Unsecured Regular Bonds/Debentures, Downgraded to Caa1
(LGD5) from B3 (LGD5)

Outlook Actions:

Issuer: Talen Energy Supply, LLC

Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Talen Energy Supply, LLC

Speculative Grade Liquidity Rating, Affirmed SGL-2

Downgrades:

Issuer: Pennsylvania Economic Dev. Fin. Auth.

Senior Unsecured Revenue Bonds, Downgraded to B2 (LGD4) from B1
(LGD4)

Assignments:

Issuer: Pennsylvania Economic Dev. Fin. Auth.

Senior Unsecured Revenue Bonds Series 2009B, Assigned B2 (LGD4)

Senior Unsecured Revenue Bonds Series 2009C, Assigned B2 (LGD4)

Talen Energy Supply, LLC is an independent power producer with
about 16 GW of generating capacity. Talen Energy Corporation,
headquartered in Allentown, PA, is a privately owned holding
company that owns 100% of Talen and conducts all its business
activities through Talen.


TARA RETAIL: Bid to Surcharge Comm 2013's Collateral Junked
-----------------------------------------------------------
Debtor Tara Retail Group, Inc. and its counsel, Kay Casto & Chaney
PLLC, seek approval of Kay Casto's first application for
compensation for fees and expenses incurred from Jan. 24 to Oct.
31, 2017. Because the Debtor lacks any unencumbered cash to pay its
attorney's fees and expenses, it also seeks payment by way of
surcharging the collateral of Comm 2013 CCRE Crossings Mall Road,
LLC. Comm 2013 opposes both requests on several bases.

Bankruptcy Judge Patrick M. Flatley approves Kay Casto's first
interim application but denies the Debtor's motion to surcharge.

The Debtor and Kay Casto assert that the fees in this case are
reasonable under sections 330 and 331 of the Bankruptcy Code and
that no party, including the United States Trustee, has objected to
the reasonableness of the fees. Moreover, they assert that the
court should surcharge Comm 2013's collateral under section 506(c)
because their attorney's fees and expenses were necessary to build
the bridge and restore access to the Elkview, West Virginia
property, which allegedly increased the value of the property by
$6,400,000.

Comm 2013 argues that the court should deny the Fee Application
because the Debtor lacks unencumbered cash to pay the fees. All of
the Debtor's cash is encumbered by Comm 2013's security interest,
and Comm 2013 opposes the use of its collateral to pay the
requested fees. Furthermore, Comm 2013 argues that the motion to
surcharge should be denied because the Debtor's professional fees
were not incurred primarily for Comm 2013's benefit, Comm 2013
received no direct or quantifiable benefit from Kay Casto's
representation of the Debtor, and the expenditures were not
reasonable or necessary to preserve Comm 2013's collateral.

Here, the court finds that Comm 2013's collateral cannot be
surcharged because the Debtor's attorney's fees and expenses
requested in the Fee Application were not incurred primarily to
protect or preserve Comm 2013's collateral, provided no direct and
quantifiable benefit to Comm 2013, and were not reasonable or
necessary in the section 506(c) context. Thus, the Court finds it
appropriate to deny the Debtor's request to surcharge Comm 2013's
collateral for its attorney's fees and expenses.

Regarding Kay Casto's requested interim fees and expenses, the
Court finds that the fees are reasonable sections 330 and 331. No
party, including Comm 2013 and the Office of the United States
Trustee, has substantively objected to the reasonableness of the
Debtor???s requested fees. The amount of time spent and rates
charged by Kay Casto are very reasonable for a Chapter 11 case of
this nature in this district. Kay Casto has significant experience
in dealing with Chapter 11 bankruptcies. The case is also fairly
complex for a single-asset real estate debtor in West Virginia and,
during its course of administration, has given rise to a
significant amount of disputed issues resulting in litigation. As a
result, the court finds that the compensation sought is reasonable.
Notably, however, the court will preserve Comm 2013's right to
object to the reasonableness of fees in conjunction with the final
fee application.

A full-text copy of the Court's Memorandum Opinion dated June 15,
2018 is available at:

     http://bankrupt.com/misc/wvnb1-17-00057-712.pdf

                    About Tara Retail

Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West
Virginia, which had tenants that included Kmart and Kroger.  The
Company is headed by businessman Bill Abruzzino.  The Crossings
Mall has been closed and inaccessible to the public since massive
floods swept through West Virginia on June 23, 2016.

On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed
Martin Perry, a managing director at Newmark Grubb Knight Frank's
Pittsburgh office, as receiver.

To stop a foreclosure sale of its shopping center, Tara Retail
Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No.
17-00057) on Jan. 24, 2017.  The petition was signed by William A.
Abruzzino, managing member.  The case judge is the Hon. Patrick M.
Flatley.  The Debtor estimated assets and debt of $10 million to
$50 million.

The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney
PLLC, as bankruptcy counsel.

The Office of the U.S. Trustee on Feb. 23 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Tara Retail Group, LLC.


TEEKAY OFFSHORE: Fitch Assigns 'B' IDR & Rates New $500MM Notes 'B'
-------------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'B' to Teekay Offshore Partners, L.P. (TOO) and a
senior unsecured rating of 'B'/'RR4' to TOO's proposed $500 million
notes offering supposedly to be launched in mid-June 2018. The
ratings for the unsecured notes reflect Fitch's expectations for an
average recovery at the higher end of the 30% to 50% range for the
debt security in the event of default. The Rating Outlook is
Stable.

TOO's ratings reflect the expected stability of earnings and cash
flows supported by long-term, fixed-fee contracts with creditworthy
counterparties, and the critical nature of the infrastructure that
the company provides through its shuttle tankers and floating
production and storage offloading (FPSO) operations to deepwater
oil and gas operators, as well as the partnership's leading
industry position. This stability is offset by high leverage and
significant structural subordination of partnership-level debt to
first-lien secured debt in vessels and unsecured debt at both its
ring-fenced subsidiary, Teekay Shuttle Tankers LLC, and its other
operating subsidiaries. This introduces a risk that performance
difficulties leading to cash flow disruptions or an inability to
refinance vessel mortgages could adversely impact the partnership's
liquidity. The ratings consider the partnership's growth capital
expenditures over the next three years of between $250 million to
$350 million annually, which will require meaningful funding;
however, this is somewhat offset by the significantly decreased
distribution payout to limited partners. The ratings also
acknowledge the presence of two supportive sponsors in Teekay
Corporation and Brookfield Asset Management, which provide material
operational and financial benefits to the partnership, through its
GP revolving credit facility and equity contributions over the past
several years.

There are concerns about the partnership's liquidity needs to pay
committed capital expenditures, meet principal repayments of
maturing debt and associated debt service of extant obligations,
meet existing quarterly distributions on outstanding common and
preferred units, to pay dry docking expenditures, and fund a
working capital deficit. These concerns are mitigated by the
proposed transaction to retire the unsecured bonds coming due in
2019 with the new proposed five-year unsecured note. However, Fitch
acknowledges the partnership's secured vessel debt requires
significant principal amortizations every year, and an inability to
secure new long-term contracts on its mortgaged FPSO's or shuttle
tankers could prevent refinancing and present an additional claim
on liquidity.

The ratings consider that the primary operating risk TOO's
inability to secure additional long-term contracts after
expiration, or that the timing between contracts endangers
liquidity to meet operating needs or debt service or principal
repayments as they come due. The structural subordination compounds
this risk. However, positive industry tailwinds and relationships
with investment-grade counterparties are considered to be factors
to potentially uplift the credit profile through signing of
additional long-term, fixed-fee contracts on vessels coming
off-hire, offset by a certain amount of execution risk around
re-contracting and refinancing. Operating concerns also include the
potential for underperformance at TOO's towage, floating
accommodation unit (FAU) and conventional tanker segments weighing
on EBITDA growth and delaying leverage improvement.

KEY RATING DRIVERS

High Leverage: Leverage at the partnership is expected improve in
2018 relative to 2017, but remain high. Fitch expects leverage,
inclusive of a $200 million shareholder promissory note and 50%
equity treatment of its existing preferred equity divided by
Consolidated Operating EBITDA inclusive of cash distributions from
non-consolidated JV's (only operating distributions, and excluding
one-time financing distributions), of between 5.5x and 5.9x in 2018
and 2019, improving to below 5.5x in 2020 and beyond. While an
improvement from 2017 year-end results, leverage nevertheless
remains elevated for the level of business risk.

Structural Subordination: TOO's capital structure has a significant
amount of secured debt at the vessel level, and at its ring-fenced
subsidiary Teekay Shuttle Tankers, LLC. As such, partnership-level
debt is structurally subordinate to roughly $2.7 billion in
subsidiary level debt. The structurally superior debt largely
encumbers 50 of a total of 63 vessels, and holds a first-lien
secured interest in those vessels. Additionally, the partnership
receives distributions from two non-consolidated, off-balance sheet
joint ventures, Libra and Itajai, which have large debt
obligations. Operating performance difficulties or cash flow
disruptions at the operating vessels could negatively impact TOO's
ability to service its obligations at the partnership level.

High but Declining Capital Needs: TOO expects to decrease its
growth capital spending over the next three years of about $250
million to $350 million annually, and Fitch expects limited
distribution growth over the next several years. Additionally, the
new note issuance is expected to refinance TOO's upcoming 2019
unsecured U.S. baby bond and NOK bond maturities. Fitch views this
strategy as supportive of long-term credit profile improvement. The
partnership is expecting to refinance much of its upcoming secured
debt maturities and obligations at the vessel level, which Fitch
believes TOO will be able to accomplish given the contracted nature
of its assets; however, the ratings do acknowledge near-term
execution risk on these secured refinancings.

Supportive Sponsorship: Fitch believes that Brookfield Business
Partners, L.P. and Teekay Corporation, Inc. represent supportive
sponsors of TOO. Both owners are expected to provide both
operational and financial benefits to TOO, as evidenced by equity
investments of $610 million and $30 million in 2017, the
repurchasing and cancellation of two expensive series of preferred
units in the same year, and the extension of a committed $125
million GP revolver to TOO to enhance the partnership's liquidity.


Contracted Cash Flows: Fitch expects the partnership to have
relatively stable earnings and cash flows in the near to
intermediate term supported by its long-term, fixed-fee contracts
on its shuttle tankers, floating storage and FPSO operations. TOO's
earnings are primarily generated from its two largest business
segments in FPSO's and shuttle tankers, which together comprise
critical, unreplaceable operational linkage in the ultra-deepwater
(UDW) offshore oil and gas industry. TOO benefits from size and
scale relative to other offshore services companies operating in
this segment, with one of the largest fleets of shuttle tankers and
as one of the larger operators of FPSO's in the offshore industry.
Furthermore, the partnership's main counterparties at Petrobras and
Royal Dutch Shell are expected to continue to operate in and make
significant capital investments in their offshore assets.

High Near-term Funding Needs: TOO's primary liquidity needs for the
remainder of 2018 and 2019 are to pay existing, committed capital
expenditures, to make scheduled repayments of long-term secured
vessel debt, to pay debt service costs, to make quarterly
distributions on outstanding common and preferred units, to pay
operating expenses and dry docking expenditures, and to manage a
working capital deficit. As at March 31, 2018, TOO's total future
contractual obligations for vessels, newbuildings and committed
conversions were estimated to be $609.3 million, consisting of
$101.3 million (remainder of 2018), $225.5 million (2019) and
$282.5 million (2020). Of this $609 million of future contractual
obligations, TOO's have $9.5 million held in escrow as funding for
the Petrojarl I FPSO project, with a remaining requirement of $600
million mainly related to four shuttle tanker newbuildings. Fitch
expects TOO will remain FCF negative as these newbuilds are
completed.

DERIVATION SUMMARY

TOO is the only MLP shipping company that Fitch currently rates.
From an operating perspective, TOO's shuttle and FPSO segments
compare to midstream pipeline transportation and gathering and
processing assets. Roughly 66% of TOO's revenue is contracted under
intermediate to long-term contracts with investment grade
counterparties. This compares favorably to several of Fitch rated
high yield (BB-/B & IDR) rated G&P names where investment grade
counterparty exposure ranges from 40% to 80%. TOO's consolidated
operations are supported by long-term take-or-pay contracts, with
some volumetric risks for an mid-range rated average contract life
of 8.2 years for its FPSO business (inclusive of JVs) and 7.7 years
for its shuttle tanker business. As such, TOO's contract tenor,
earnings and cash flow stability profile compares favorably to
higher rated midstream energy peers, such as Boardwalk Pipeline
Partners, LP (BWP; BBB-/Stable). However, TOO is structurally
subordinate to a significant amount of operating subsidiary level
debt both on a secured and unsecured basis, similar to Energy
Transfer Equity, LP (ETE; BB/Stable) and Williams Company
(BB+/RWP), but with leverage on a consolidated basis and parent
only basis forecast to be significantly higher than those entities
and other more highly rated peers with structural subordination
considerations, without some of the offsetting cash flow stream
diversity that ETE and WMB possess. Additionally, TOO has provided
guarantees and has cross default language to its subsidiary level
debt that ETE and WMB do not. TOO's leverage is high with yearend
leverage of 5.5x - 5.8x expected for 2018 which is above Fitch's
5.0x 'BB' median metric guidance for midstream issuers, but closer
in line to 6.0x 'B' median metric guidance.

KEY ASSUMPTIONS

  -- FAU segment performance consistent with recent history.

  -- Utilization of towage segment remains low, with steady day
rates.

  -- Utilization of shuttle tanker COA pool in the North Sea to
remain consistent with historical performance.

  -- Major contracts with FPSO's and associated shuttle tankers,
Knarr, Voyaguer, Petrojarl I, and Varg remain on-contract, or are
able to re-contract according to management expectations and
current negotiations, reflecting improving FPSO market
fundamentals.

  -- $500 million New Note Issuance pushes out parent-level
maturities until 2023.

  -- TOO successfully refinances its major FPSO and shuttle tanker
vessel-level debt after signing of new contracts.

Recovery Rating Assumptions

In its recovery analysis, Fitch utilized a going-concern analysis,
with a 6.0x EBITDA multiple for the recovery analysis.
Reorganization multiples can vary widely based upon the level of
deepwater operator activity upon emergence, as well as company
specific factors that led to restructuring, including full-cycle
cost positions, loss of long-term contracts, untenable capital
structures, or debt-funded M&A activity. There have been a limited
number of bankruptcies and reorganizations within the midstream
sector. Two recent gathering and processing bankruptcies of
companies (Southcross Holdings LP and Azure Midstream Partners, LP)
indicate an EBITDA multiple between 5.0x and 7.0x, by Fitch's best
estimates. Additionally, in its recent Bankruptcy Case Study Report
"Energy, Power and Commodities Bankruptcy Enterprise Value and
Creditor Recoveries" published March 2018, the median enterprise
valuation exit multiple for the 29 Energy cases for which this was
available was 6.7x, with a wide range.

Fitch assumed a mid-cycle going concern EBITDA of roughly $450
million for Teekay Offshore Partners L.P. and a default post 2020
driven by the loss through non-renewal or cancellation of one or
several of its long-term FPSO contracts, leading to long-periods of
lay-up or inactivity coupled with lack of demand on the secondary
market for resale to generate liquidity. This in turn may leave the
partnership unable to access the capital markets to refinance
certain obligations as they come due. The senior unsecured
obligation at the partnership is structurally subordinate to almost
$2 billion in secured vessel and ShuttleCo debt, which results in a
rating of 'B'/'RR4', reflecting expectation for average recovery
prospects between 30% - 50%.

RATING SENSITIVITIES

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

  -- Consolidated leverage (Consolidated debt inclusive of
shareholder loan and 50% equity treatment of preferred equity
divided by Consolidated Operating EBITDA inclusive of cash
distributions from non-consolidated JVs) below 5.5x on a sustained
basis;

  -- Successful contracting for redeployment of Varg or Ostras FPSO
vessels.

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

  -- Consolidated Leverage sustained above 6.0x;

  -- Inability to refinance existing secured maturities;

  -- Sustained inability to re-contract expiring FPSO or Shuttle
charters.

LIQUIDITY

Liquidity Manageable Following Issuance: TOO has commitments for 4
newbuild shuttle tankers of $576 million through 2020. The company
is expected to finance this spend primarily by mortgaging the new
vessels with term loans at the vessel-owning subsidiaries. At the
corporate level, TOO has access to a GP revolver due 3Q19 with
Teekay Corporation and Brookfield, of which $125 million is
committed. ShuttleCo has access to a $600 million secured revolver
due 2021, which is fully drawn. Post-transaction, Fitch anticipates
that excluding asset-level term loan principal amortizations TOO
will have sufficient liquidity to meet its long-term debt
obligations, make current distributions, and invest in working
capital.

On March 31, 2018, TOO entered into an unsecured credit agreement
with Teekay Corporation, Inc. and Brookfield, of up to $125.0
million ($25.0 million committed by Teekay Corporation and $100.0
million by Brookfield) and is currently fully drawn. The revolving
credit facility matures on Oct. 1, 2019. The interest payments on
the revolving credit facility are based on LIBOR plus a margin of
5.00% per annum until March 31, 2019 and LIBOR plus a margin of
7.00% per annum for balances outstanding after March 31, 2019. Any
outstanding principal balances are due on the maturity date. The
revolving credit facility contains covenants that require TOO
maintain a minimum liquidity (cash, cash equivalents and undrawn
committed revolving credit lines with at least six months to
maturity) in an amount equal to the greater of $75.0 million and
5.0% of TOO's total consolidated debt. Additionally, there is a $40
million secured revolving credit facility secured by 3 vessels and
guaranteed by TOO that is fully drawn as of March 31, 2018 and
matures in April 2019. This facility has the same liquidity
covenants. At March 31, 2018, the Partnership was in compliance
with these covenants.

Similarly, the ShuttleCo revolver requires ShuttleCo to maintain a
minimum liquidity in an amount equal to the greater of $35 million
and 5% of ShuttleCo's consolidated debt, a minimum debt service
coverage ratio of 1.2x and a total capitalization ratio of no
greater than 75%. The ShuttleCo revolver is collateralized by first
priority mortgages granted on 18 of ShuttleCo's vessel and by a
negative pledge by 2 additional vessels, but not mortgaged.

The total amount available under the secured revolving credit
facilities reduces by $90.6 million (remainder of 2018), $124.4
million (2019), $100.0 million (2020), $100.0 million (2021), and
$175.0 million (2022).

Maturities high but spread between segments: On a segmented basis,
TOO's maturity schedule is manageable. Its debt service
requirements are backed by long-term contracts at the mortgaged
vessels. These obligations are serviced prior to any upstream
distributions being made to intermediate holdco's and parent
entities. Vessel newbuilding costs are often financed upfront by
mortgaging the vessel and its associated contract. The vessel can
refinance its mortgage by signing a new long-term contract.
Additionally, the mortgaging of the vessels often have high loan
amortization requirements, which accounts for a large amount of the
principal due in each year for TOO's subsidiaries. At the
TOO-level, the company is dependent on the upstream distributions
from its vessel-owning subsidiaries in order to service its debt
and refinance current obligations. On a pro-forma basis as a result
of the transaction, TOO will push out its parent level maturities
until 2025, which Fitch views as more manageable.

FULL LIST OF RATING ACTIONS

Teekay Offshore Partners, L.P.

  -- Long-Term IDR 'B';

  -- Senior Unsecured Notes: 'B'/'RR4'.


TEEKAY OFFSHORE: Moody's Assigns B3 CFR & Rates $500MM Notes Caa2
-----------------------------------------------------------------
Moody's Investors Service assigned Teekay Offshore Partners L.P. a
B3 Corporate Family Rating, SGL-3 Speculative Grade Liquidity
Rating and a Caa2 senior unsecured rating to the proposed $500
million notes issue. The rating outlook is stable. This is the
first time Moody's has rated Teekay Offshore.

Proceeds from the proposed notes offering will be used to
repurchase Teekay Offshore's outstanding $300 million notes due
2019 and the 2019 Norwegian Kroner Bonds ($128 million outstanding
at March 31, 2018).

Assignments:

Issuer: Teekay Offshore Partners L.P.

Speculative Grade Liquidity Rating, Assigned SGL-3

Corporate Family Rating, Assigned B3

Senior Unsecured Regular Bond/Debenture, Assigned Caa2

Outlook Actions:

Issuer: Teekay Offshore Partners L.P.

Outlook, Assigned Stable

RATINGS RATIONALE

Teekay Offshore (B3 CFR) is challenged by significant amortization
payments and term loan maturities that must be funded with vessel
refinancing or the sale of obsolete vessels; contract renewal risk
with three FPSO and several shuttle tanker contracts expiring
through 2020; concentration risk with one customer (Royal Dutch
Shell), largely under one contract that makes up over half of FPSO
EBITDA, and a majority of EBITDA coming from the North Sea. Teekay
Offshore is supported by the stable and contracted nature of its
cash flow; high barriers-to-entry for competing FPSOs in long lived
fields; strong shuttle tanker market position in the North Sea; and
solid leverage (debt to EBITDA about 5.3x) and coverage (EBITDA to
interest about 2.2x) in 2018 and 2019.

The $500 million senior unsecured notes are rated Caa2, reflecting
the almost $2 billion of prior ranking secured debt.

Teekay Offshore's liquidity is adequate (SGL-3). Teekay Offshore
has total cash sources of about $650 million to fund $790 million
of uses. At March 31, 2018 and pro forma for the notes issuance,
the company will have about $250 million of cash and an undrawn
$125 million unsecured revolving credit facility due October 31,
2019 (fully drawn at June 22, 2018). Moody's expects the company
will also have committed financing to fund its new shuttle tanker
build out. Moody's expects Teekay Offshore to generate about $100
million of positive free cash flow to Q3 2019, but scheduled
amortization and debt maturities are expected to be about $790
million. Moody's believes Teekay Offshore's ability to comply with
its liquidity covenant, that states the company must maintain $75
million of total liquidity or 5% of total debt (roughly $150
million), is less certain. The company also has a track record of
selling obsolete vessels and refinancing loans on its existing
vessels, which Moody's expects will continue and will fund the
liquidity shortfall.

The stable outlook reflects Moody's expectation that the company
will be able to fund its liquidity shortfall through vessel
refinancing and asset sales, and that leverage and coverage will
remain steady.

The ratings could be upgraded if the company did not need to rely
on vessel refinancing to support liquidity and if interest coverage
moves towards 3x and debt to EBITDA is around 5x.

The ratings could be downgraded if liquidity is weak or if EBITDA
to interest moves towards 1.5x.

The principal methodology used in these ratings was Midstream
Energy published in May 2017.

Teekay Offshore Partners L.P. is a Marshall Islands limited
partnership with headquarters in Bermuda and executive offices in
Stavanger and Trondheim, Norway. Teekay Offshore is an
international provider of marine transportation, oil production,
storage, long-distance towing and offshore installation and
maintenance and safety services to the offshore oil industry.


TEEKAY OFFSHORE: S&P Assigns B+ CCR & Rates $500MM Unsec. Notes B
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' corporate credit rating to
master limited partnership Teekay Offshore Partners L.P. The
outlook is stable.

S&P said, "We also assigned our 'B' issue-level rating and '5'
recovery rating to TOO's planned $500 million senior unsecured
notes due 2023. The '5' recovery rating indicates that lenders can
expect modest (10%-30%; rounded estimate: 15%) recovery in the
event of a payment default.

"Our 'B+' corporate credit rating on TOO reflects our assessment of
a fair business risk profile and an highly leveraged financial risk
profile. TOO is a midstream service provider to the offshore oil
production industry. The partnership generates the majority of its
revenue through multiyear fixed-rate contracts for processing,
storage, and offloading of crude oil using floating production
storage and off-loading (FPSO) units and for the transportation of
crude oil using shuttle tankers. We expect the partnership's FPSO
and shuttle tanker segments to represent about 80%-90% of overall
EBITDA on an annual basis.

"The stable outlook on Teekay Offshore Partners L.P. (TOO) reflects
our expectation that the partnership will maintain relatively
stable operations. The partnership's FPSO segment has substantially
all of its revenue under fixed-rate take-or-pay contracts. In
addition, the partnership's Shuttle Tanker segment has
approximately 70% of its revenue under fixed rate take-or-pay
contracts as well. We expect the partnership to maintain adjusted
debt to EBITDA of about 5.75x over in 2018 and 2019.

"We could lower TOO's ratings if leverage increased to above 6x on
a sustained basis. This could occur if the partnership is not
successful in re-contracting expiring contracts or if the
partnership adopts a more aggressive financial policy than we
currently expect. We could also consider a negative rating action
if the partnership's liquidity materially deteriorated.

"We do not view a positive rating action as likely in the near
term. However, we could raise the ratings if the partnership
maintained adjusted debt to EBITDA below 4.5x on a sustained basis.
This could occur if the partnership maintained a more conservative
financial policy."


TI GROUP: Moody's Alters Outlook to Positive & Affirms B1 CFR
-------------------------------------------------------------
Moody's Investors Service revised TI Group Automotive Systems,
L.L.C.'s (TI Group) rating outlook to positive from stable. Moody's
also affirmed TI Group's long-term ratings, including: - Corporate
Family and Probability of Default Ratings at B1 and B1-PD,
respectively. In a related action, Moody's assigned a B1 rating to
TI Group's new amended and extended senior secured credit
facilities, which will refinance the existing senior secured
facilities and extend the maturity profile. Included in the amended
and extended senior secured credit facilities is an upsized term
loan. The upsized amount of $175 million, along with cash on hand,
will be used to redeem the company's $221 million 8.750% Senior
Unsecured Notes due 2023. The Speculative Grade Liquidity Rating
was affirmed at SGL-2.

TI Group Automotive Systems, L.L.C.

Rating Outlook: Revised to Positive from Stable.

The following ratings were affirmed:

TI Group Automotive Systems, L.L.C.

  Corporate Family Rating, at B1;

  Probability of Default, at B1-PD;

  Speculative Grade Liquidity Rating, at SGL-2

  $125 million senior secured cash flow revolving credit facility
due 2020, at Ba3 (LGD3);

  $850 million (remaining amount) senior secured term loan B due
2022, at Ba3 (LGD3);

  EUR317 million (remaining amount) senior secured term loan B due
2022, at Ba3 (LGD3);

  (These senior secured ratings will be withdrawn upon the
repayment of the facilities.)

  $221 million Euro senior unsecured notes due 2023, at B3 (LGD5);

  (The senior unsecured rating will be withdrawn upon the repayment
of the note.).

The following ratings were assigned:

  $125 million senior secured cash flow revolving credit facility
due 2023, at B1 (LGD3);

  $1,025 million senior secured term loan B due 2025, at B1
(LGD3);

  EUR317 million senior secured term loan B due 2025, at B1
(LGD3).

Moody's does not rate the $100 million asset based revolving credit
facility.

RATINGS RATIONALE

The revision of TI Group's rating outlook to positive from stable
incorporates the company's improving profit levels and consistent
free cash flow generation which should support debt/EBITDA toward
previously established upward rating drivers over the near-term. TI
Group's free cash flow generation should support continued debt
reduction over the near-term supported by improving profit levels,
the lower interest burden from the debt reduction funded by last
year's IPO, and lower interest expense related to the contemplated
term loan upsizing and repayment of the 8.75% unsecured notes.
Debt/EBITDA, as of December 31, 2017, (inclusive of Moody's
standard adjustments) was approximately 2.7x.

The affirmation of TI Group's B1 Corporate Family Rating
incorporates the company's leading competitive position as a
supplier of fluid storage, carrying and delivery systems, diverse
customer and geographic exposure. The rating also considers the
challenges of an evolving automotive powertrain over the coming
years. TI Automotive must balance its product offerings to
accommodate the introduction of hybrid technologies, and over the
very long-term battery electric vehicles, which may pressure the
company's content per vehicle. These industry trends also increase
the risk of strategic acquisitions in order to remain competitive.

TI Automotive is anticipated to continue its good liquidity profile
over the next 12-15 months supported by cash balances, free cash
flow generation, and availability under the revolving credit
facilities. As of December 31, 2017, TI Automotive had
approximately EUR287 million of cash on hand. Moody's expects free
cash flow over the next 12-15 month in the 10% range as a
percentage of adjusted debt, with gradually improving operating
performance. The $100 million asset based revolving (ABL) credit
facility was unfunded at December 31, 2017 with availability of
$83.4 million after $3.1 million of outstanding letters of credit.
The $125 million cash flow revolving credit facility also was
unfunded. Both facilities should remain unfunded over the next
12-15 month. A new ABL credit facility along with the
amended/extended revolving credit facility are expected to extend
maturities to 2023 from 2020. The primary financial covenant under
the asset based revolver is a springing fixed charge covenant of
1.0 to 1.0 when certain availability levels are triggered. The cash
flow revolver also has a springing net leverage ratio covenant when
certain availability levels are triggered. The term loan does not
have financial maintenance covenants. The covenants under the
amended/extended bank credit facilities and ABL are expected to be
unchanged.

Developments that could lead to a higher rating include the
maintenance of existing profitability levels that support continued
free cash flow generation and debt reduction which drive
Debt/EBITDA sustained below 2.5x and EBITA/Interest sustained over
4.5x. Also supporting a positive rating action would be the
maintenance of a good liquidity profile and financial policies
which balance shareholder returns with capital reinvestment and
debt reduction.

Developments that could lead to a lower outlook or rating include
deterioration in automotive conditions which are not offset by cost
saving actions resulting in EBITA/Interest under 3.5x, Debt/EBITDA
approaching 4x, or a deteriorating liquidity profile. The ratings
or outlook also could be lowered if shareholder distributions or
acquisitions are made resulting in leverage approaching these
thresholds.

The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.

TI Automotive is the trade name for the operations of TI Fluid
Systems plc, the parent company of TI Group Automotive Systems,
L.L.C. TI Automotive is a leading global manufacturer of fluid
storage, carrying and delivery systems, primarily serving
automotive OEMs of light duty vehicles with fuel tank and delivery
systems representing about 40% of revenue and other fluid carrying
systems 60%. Revenues for the LTM period ending March 31, 2018 were
approximately EUR3.5 billion. TI Fluid Systems plc is majority
owned by affiliates of and funds advised by Bain Capital, LP.


TINTRI INC: Gets Nasdaq Notice Due to Delay in Filing Form 10-Q
---------------------------------------------------------------
Tintri, Inc., has received a notice from The Nasdaq Stock Market
LLC on June 20, 2018 stating that because Tintri had not yet filed
its quarterly report on Form 10-Q for the fiscal quarter ended
April 30, 2018, the company is no longer in compliance with the
Nasdaq continued listing requirement set forth in Marketplace Rule
5250(c)(1).  Nasdaq Listing Rule 5250(c)(1) requires listed
companies to timely file all required periodic financial reports
with the Securities and Exchange Commission.  Failure to comply
with Nasdaq listing standards may result in the delisting of the
Company's shares from Nasdaq.

The notice has no immediate effect on the listing of the Company's
shares on Nasdaq.  The notice states that the company has until
July 2, 2018, to submit to Nasdaq a plan to regain compliance with
the Nasdaq Listing Rules.  If Nasdaq accepts the Company's plan,
then Nasdaq may grant the Company up to 180 days from the
prescribed due date for filing the Form 10-Q to regain compliance.
If Nasdaq does not accept the Company's plan, then the Company will
have the opportunity to appeal that decision to a Nasdaq Hearings
Panel.

This announcement is made in compliance with Nasdaq Listing Rule
5810(b) which requires prompt disclosure of receipt of a deficiency
notification.

                         About Tintri

Founded in 2008 and headquartered in Mountain View, California,
Tintri, Inc. -- http://www.tintri.com/-- develops and markets an
enterprise cloud platform combining cloud management software
technology and a range of all-flash and hybrid storage systems, for
virtualized and cloud environments.

The report from the Company's independent accounting firm KPMG LLP,
the Company's auditor since 2014, on the Company's consolidated
financial statements for the year ended Jan. 31, 2018, contains an
explanatory paragraph stating that the Company has incurred
negative cash flows from operations, is required to maintain
compliance with certain financial covenants and, regardless of the
financial covenants, the Company likely does not have sufficient
cash to meet its obligations associated with its operating
activities beyond June 30, 2018.  Together, these factors raise
substantial doubt about the Company's ability to continue as a
going concern.

Tintri incurred net losses of $157.7 million for the year ended
Jan. 31, 2018, $105.80 million for the year ended Jan. 31, 2017,
and $100.96 million for the year ended Jan. 31, 2016.  As of Jan.
31, 2018, Tintri had $76.24 million in total assets, $167.95
million in total liabilities, and a total stockholders' deficit of
$91.71 million.


TK RESTAURANT: Ch. 11 Case to be Dismissed or Converted, Ct. Rules
------------------------------------------------------------------
Bankruptcy Judge S. Martin Teel, Jr. granted the District of
Columbia's motion for summary judgment to dismiss or convert TK
Restaurant Management, Inc.'s chapter 11 case to one under chapter
7.

This is the debtor's second bankruptcy case, and much of the
District's motion for summary judgment focuses on the history of
the debtor's not making tax payments in two prior periods, the
period during the pendency of the debtor's prior case (Case No.
14-00562) and, after that case was closed on April 21, 2016, the
period prior to the filing of this case on May 6, 2017.
Significantly, however, the motion also points out that the debtor
has failed to make payments to the District of Columbia on tax
liabilities incurred post-petition in this case.

The failure timely to pay post-petition taxes is cause for
dismissal or conversion of the case under 11 U.S.C. section
1112(b)(4)(I), which provides that cause for dismissal or
conversion includes "failure timely to pay taxes owed after the
date of the order for relief or to file tax returns due after the
date of the order for relief." Nothing shows that appointment of a
chapter 11 trustee or an examiner is in the best interest of
creditors, and, accordingly, under 11 U.S.C. section 1112(b)(1)
conversion or dismissal is required unless the debtor shows that 11
U.S.C. section 1112(b)(2) provides an exception to that
requirement. Under section 1112(b)(2):

The court may not convert a case under this chapter to a case under
chapter 7 or dismiss a case under this chapter if the court finds
and specifically identifies unusual circumstances establishing that
converting or dismissing the case is not in the best interests of
creditors and the estate, and the debtor or any other party in
interest establishes that--

(A) there is a reasonable likelihood that a plan will be confirmed
within the timeframes established in sections 1121(e) and 1129(e)
of this title, or if such sections do not apply, within a
reasonable period of time; and

(B) the grounds for converting or dismissing the case include an
act or omission of the debtor other than under paragraph (4)(A)-
(i) for which there exists a reasonable justification for the act
or omission; and
(ii) that will be cured within a reasonable period of time fixed by
the court.

As to section 1112(b)(2)(A), the debtor has missed the deadline to
file a disclosure statement and plan. The debtor acknowledged on
its petition that it is a small business debtor as defined in 11
U.S.C. section 101(51D). Under 11 U.S.C. section 1121(e), a small
business debtor is required to file a disclosure statement and a
plan within 300 days after the petition date. This case was filed
on May 6, 2017, which means the debtor had until March 5, 2018, to
file a disclosure statement and a plan. Now, more than two months
after the deadline, the debtor has still not filed a disclosure
statement or a plan, nor has the debtor sought an extension of time
to do so (and none could be obtained because 11 U.S.C. section
1112(e)(3)(C) requires that "the order extending time is signed
before the existing deadline has expired"). Accordingly, the debtor
has not established that "there is a reasonable likelihood that a
plan will be confirmed within the timeframes established in
section[ ] 1121(e)" as required by section 1112(b)(2)(A) in order
to bar conversion or dismissal of the case.

Even if the debtor's deadline under section 1121(e) could be
extended, the debtor has not shown that there is a reasonable
possibility of obtaining a confirmed plan.

Based on "information and belief," the debtor questions the
accuracy of the District of Columbia's claim, and it is currently
determining by how much the District's claim is inaccurate.
However, this does not show that a material fact is in dispute to
defeat this motion for summary judgment. First, the debtor's case
has been pending for more than a year, and the debtor has not filed
an objection to the District's proof of claim. That is unreasonable
delay in taking a step to obtain a confirmed plan within a
reasonable period of time. Second, the I.R.S., Maryland, and
Virginia, have filed claims for $403,940.87 in the aggregate for
claims entitled to section 507(a)(8) priority. With the District's
$31,842.10 administrative claim (and any allowed fees of the
debtor's attorneys) added in, the debtor has not shown a reasonable
likelihood of obtaining a confirmed plan.

For these reasons, the Court grants the District of Columbia's
motion for summary judgment and the case will be converted to
chapter 7 or dismissed.

A full-text copy of the Court's Memorandum Decision and Order dated
May 29, 2018 is available at https://bit.ly/2JWV5yY from
Leagle.com.

TK Restaurant Management, Inc., Debtor In Possession, represented
by Richard L. Gilman, Gilman & Edwards, LLC.

U. S. Trustee for Region Four, U.S. Trustee, represented by Joseph
A. Guzinski, U. S. Trustee's Office.

                About TK Restaurant Management

TK Restaurant Management, Inc., is a corporation duly organized
under the laws of the District of Columbia.  The Debtor owns and
operates the restaurant known as "Catch 15," which has been located
in the historic Peyser Building near the White House since 2013,
providing seafood dishes as well as fine Italian cuisine.  The
Restaurant is operated by Karen Kowkabi and her husband, Gholam
("Tony") Kowkabi, an experienced restauranteur for more than thirty
years.

TK Restaurant Management filed a Chapter 11 petition (Bankr.
District of Columbia Case No. 17-00269) on June 11, 2018, and is
represented by Richard L. Gilman, Esq., in Landover, Maryland.

This is TK Restaurant Management's second Chapter 11 filing.  On or
about September 23, 2014, to preserve its business and stay
collection efforts by the District of Columbia, TK Restaurant
Management filed a Chapter 11 bankruptcy case In re TK Management,
Inc., Case No. 14-0562 (USBC DC).  With improved business and
reorganization efforts, TK Restaurant Management was able to
confirm its Chapter 11 plan on July 22, 2015.


TODD'S CAR WASH: Case Summary & 8 Unsecured Creditors
-----------------------------------------------------
Debtor: Todd's Car Wash, LLC
        5505 Johnston Street
        Lafayette, LA 70503

Business Description: Todd's Car Wash, LLC is a privately held
                      company in Lafayette, LA, engaged in the
                      business of car washing and polishing.  It
                      is the fee simple owner of a real property
                      located at 5505 Johnston Street, Lafayette,
                      Louisiana valued by the company at
                      $1.3 million.

Chapter 11 Petition Date: June 21, 2018

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Case No.: 18-50764

Judge: Hon. Robert Summerhays

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  WEINSTEIN & ST. GERMAIN
                  1414 NE Evangeline Thruway
                  Lafayette, LA 70501
                  Tel: (337) 235-4001
                  Fax: (337) 235-4020
                  E-mail: ecf@weinlaw.com

Total Assets: $1.64 million

Total Liabilities: $1.44 million

The petition was signed by Todd Lemaire, member.

A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at: http://bankrupt.com/misc/lawb18-50764.pdf


TORIKADE INC: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: Torikade, Inc.
           aka Valrico Child Care
           dba Miss Jean's Playland
           dba Time For Tots Center
           aka Torikoda 2 Inc.
        15728 Crystal Waters Drive
        Wimauma, FL 33598

Business Description: Torikade, Inc. operates child care
                      centers in Seffner and Valrico,
                      Florida.

Chapter 11 Petition Date: June 21, 2018

Case No.: 18-05149

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

Debtor's Counsel: Michael P. Brundage, Esq.
                  BRUNDAGE LAW, P.A.
                  100 Main Street, Suite 204
                  Safety Harbor, FL 34695
                  Tel: 727-250-2488
                  Email: mpbrundagelaw@gmail.com

Total Assets: $743,882

Total Liabilities: $1.54 million

The petition was signed by Deborah Mast, member.

A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at: http://bankrupt.com/misc/flmb18-05149.pdf


USG CORP: Fitch Puts BB+ Issuer Default Rating on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed the ratings of USG Corporation, including
the 'BB+' Issuer Default Rating (IDR), the senior secured revolving
credit facility, and senior unsecured notes, on Rating Watch
Negative. This action follows the company's announcement that it
has entered into an agreement to be acquired by Knauf, a private
Germany building products company.

The transaction is expected to be completed in early 2019. Knauf
has received commitments from lenders to finance the transaction
upon completion, including an $800 million term loan to be
guaranteed by USG and its subsidiaries along with an $858 million
backstop facility used to finance redemptions of USG's senior
unsecured notes totalling $850 million.

The Negative Rating Watch reflects Fitch's expectation that USG's
leverage will increase to 3.7x, above Fitch's negative rating
sensitivity of 3.0x, upon the completion of the transaction and the
financing described above. Fitch does not have adequate information
to determine Knauf's financial strength or the parent-subsidiary
relationship between USG and Knauf following the merger.

KEY RATING DRIVERS

Strong Market Position: USG maintains a strong market position in
all of its core business. According to the company, it has the #1
market position in the wallboard industry in North America. USG's
Ceilings business has the #2 market position worldwide and USG's
UBBP international joint venture also has the #1 or #2 position in
most of its markets in Asia, Australasia and the Middle East.

Sustained Improvement in Credit Metrics: USG's operating and credit
metrics have shown improvement through the current housing
recovery. Fitch-calculated EBITDA margins have increased from below
2% in 2010 to 14.1% in 2015 and 18.3% in 2016, but fell to 16.1% in
2017 and 14.7% for the LTM period ending Q1 2018 amid higher input
costs and transportation costs. Leverage has declined significantly
from EBITDA growth and debt reduction. Debt to EBITDA improved to
2.1x at Q1 2018 from 5.4x at the end of 2013.

Free Cash Flow: USG has generated strong free cash flow (FCF)
during the past two years. USG reported FCF of $214 million (6.7%
of revenues) during 2017 compared with $290 million (9.6% of
revenues) during 2016. Lower FCF in 2017 was due to increased
capital expenditure in 2017.

Adequate Liquidity: USG has adequate liquidity position with $261
million of cash, $62 million of short-term marketable securities,
and $192 million of borrowing availability under its $220 million
secured revolver. The company has no debt maturities until May
2022, when its secured revolver comes due. The company's nearest
bond maturity is in 2025.

Capital Allocation: In 2018, the company expects to spend about
$250 million on capital expenditures, which includes about $90
million allocated for advanced manufacturing projects, $95 million
for growth investments, and about $65 million for maintenance. By
comparison, USG spent about $168 million on capex in 2017 and $83
million during 2016. In February 2018, the company's board approved
an expanded share repurchase program to buy back up to $500 million
of its common stock. USG repurchased $184 million of common stock
in 2017 and $62 million in the first quarter of 2018, leaving $254
million of authorization remaining. Although the board did not set
an expiration date for the program, at the time of filing the first
quarter financial statement as of April 26, 2018, management
expected to execute buybacks under the remaining authorization over
the following 18 months. USG expected to fund the share repurchases
with FCF.

Cyclicality of End-Markets: USG's businesses are sensitive to
general economic conditions as well as the cyclicality of the
construction markets. During the last housing cycle, USG's revenues
peaked at $5.8 billion during 2006 and troughed at $2.9 billion in
2010, a 49.4% decline. Operating profit margins (excluding
impairment charges) declined from roughly 16.4% in 2006 to
operating losses during 2008-2011. Operating profits have since
steadily recovered, with USG reporting 2016 operating profit
margins of roughly 13.3% on $3.0 billion of revenues. However, the
company reported total operating margins of 11.5% on $3.2 billion
of revenues and 5.9% operating margins in Q1 2018. The company
attributes this decline in margins to increased input costs and
transportation costs.As of Q1 2018, 51% of the company's revenues
were from repair and remodel end-markets, 32% were from residential
new construction, 15% were from non-residential construction, and
2% from other end-markets.

DERIVATION SUMMARY

The rating for USG reflects the company's leading market position
in all of its core businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves. Risks include
the cyclicality of the company's end markets, excess capacity
currently in place in the U.S. wallboard industry and volatility of
wallboard shipments and pricing. The Negative Watch reflects USG's
weaker credit metrics pro forma for the transaction with Knauf,
which may warrant a downgrade upon completion of the transaction.
Fitch has inadequate information to determine Knauf's financial
strength or the parent-subsidiary relationship between USG and
Knauf following the merger.

KEY ASSUMPTIONS

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

  -- The acquisition closes in early 2019.

  -- USG assumes $800 million in incremental debt via a term loan
upon the completion of the transaction, bringing pro forma gross
leverage to 3.7x.

  -- Total U.S. housing starts improve 5%, while new and existing
home sales grow 8.0% and 1.5%, respectively, in 2018. U.S. home
improvement spending advances 4.0% while commercial construction
spending increases 2.8%.

RATING SENSITIVITIES

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

  -- Positive rating actions may be considered if the company
commits to strong credit metrics, including debt to EBITDA
consistently at or below 2.0x, FFO adjusted leverage below 3.0x,
and interest coverage sustained above 7.0x, and the expectation
that the company can maintain metrics close to these levels through
the cycle. Fitch will also consider USG's liquidity position in
assessing positive rating actions.

  -- Although unlikely, positive rating action may be considered
upon the completion of the acquisition of USG by Knauf if Fitch
determines that Knauf has a stronger credit profile than USG and
legal, operational, or strategic ties are strong.

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

  -- A negative rating action may be considered if there is a
sustained erosion of profits and cash flows due either to weak
residential and commercial construction activity, meaningful and
continued loss of market share, and/or continued materials and
energy cost pressures resulting in margin contraction, including
EBITDA margins of less than 12%, debt to EBITDA approaching 3.0x,
FFO adjusted leverage sustained above 4x and interest coverage
below 5x.

  -- Additionally, negative rating action may be considered upon
the completion of transaction financing associated with Knauf's
acquisition of USG, resulting of debt to EBITDA above 3.0x, if
legal, operational, or strategic ties are determined to be weak, or
if linkages are determined to be strong but Knauf's credit profile
is unknown, similar to, or weaker than USGs.

LIQUIDITY

Strong Liquidity: USG has strong liquidity with $323 million of
readily available cash and cash equivalents and $192 million of
availability on its revolving credit facility. The company has no
debt maturities until 2025 when one of its unsecured bonds comes
due. The company plans to issue a backstop facility of $858 million
to support redemptions of its unsecured bonds pursuant to change of
control redemption elections by bondholders upon the completion of
Knauf's acquisition of USG.

FULL LIST OF RATING ACTIONS

Fitch has placed the following ratings on Rating Watch Negative:

USG Corporation

  -- IDR 'BB+';

  -- Senior secured revolving credit facility 'BBB-'/'RR1';

  -- 5.500% senior unsecured note due 2025 'BB+'/'RR2';

  -- 4.875% senior unsecured note due 2027 'BB+''/RR2'.


VERSACOM LP: Texas Comptroller Objects to Plan, Outline
-------------------------------------------------------
The Texas Comptroller of Public Accounts and the Texas Workforce
Commission object to the combined plan of reorganization and
disclosure statement filed by Versacom, LP.

The Comptroller and TWC complain that:

   a. The Plan imposes improper requirements for the payment of
post-petition taxes.

   b. The Plan includes an improper rate of interest on the payout
of TWC???s prepetition employment tax claim.

   c. The Plan's default remedy in the event of default in Plan
payments should be amended to allow for notification by certified
mail or by facsimile.

A full-text copy of the objection dated June 13, 2018, is available
at:

         http://bankrupt.com/misc/txnb17-32714-90.pdf

The Comptroller and TWC are represented by:

     John M. Stern, Esq.
     Bankruptcy & Collection Division MC 008
     P. O. Box 12548
     Austin, TX 78711-2548
     Tel: (512) 475-4868
     Fax: (512) 936-1409
     Email: john.stern@oag.texas.gov

                      About Versacom, LP

Headquartered in Dallas, Texas, Versacom, LP, provides services in
the field of wireless and telecommunication services.  Versacom
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case
No. 17-32714) on July 13, 2017, estimating its assets and
liabilities at up to $50,000 each.  The petition was signed by
Muhammad Al-Amin, general partner of Versacom Holdings, LLC.  Judge
Stacey G. C. Jernigan presides over the case.  Howard Marc Spector,
Esq., at Spector & Johnson, PLLC, serves as the Debtor's bankruptcy
counsel.


VIDEOLOGY INC: Taps DWF LLP as Special Counsel
----------------------------------------------
Videology, Inc., seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire U.K.-based firm DWF LLP as special
counsel.

The firm will represent the company and its affiliates in
connection with certain legal issues arising under U.K. law as a
result of the filing of their Chapter 11 cases.

DWF will charge these hourly rates:

     Partner/Director              GBP470 ($631)
     Senior Associate              GBP410 ($550)
     Associate                     GBP350 ($470)
     Solicitor (2 to 4 years)      GBP320 ($430)
     Solicitor (up to 2 years)     GBP290 ($390)
     Trainee/Paralegal             GBP180 ($242)

Matthew Brown, Esq., an associate partner at DWL, disclosed in a
court filing that he and his firm neither hold nor represent any
interest adverse to the Debtors and their estates.

The firm can be reached through:

     Matthew Brown, Esq.
     DWL LLP
     20 Fenchurch Street
     London, EC3M 3AG
     Tel: +44 (0)333 320 2220
     Fax: +44 (0)333 320 4440
     Email: wal.fwd@seiriuqne

                       About Videology Inc.

Videology, Inc., headquartered in Baltimore, Maryland, is a
privately-held, venture-backed company specializing in television
and video advertising.  It was founded in 2007 by Scott Ferber.

Videology and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May
10, 2018.  In the petitions signed by CEO Scott A. Ferber, the
Debtors estimated assets of $10 million to $50 million and
liabilities of $100 million to $500 million.

Judge Brendan Linehan Shannon presides over the cases.

The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan
Lovells US LLP and Hogan Lovells International LLP as special
corporate counsel; and Berkeley Research Group as financial
advisor.


VIDEOLOGY INC: Taps LUMA Securities as Investment Banker
--------------------------------------------------------
Videology, Inc., seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire LUMA Securities LLC as its
investment banker.

The firm will assist the company and its affiliates in compiling a
data room related to a potential sale of their assets; assist the
Debtors in structuring and negotiating a transaction; solicit
offers from potential buyers; provide expert testimony; and provide
other investment banking services through closing of the sale.

The Debtors will pay the firm an initial retainer of $50,000 upon
approval of its employment, and an additional $50,000 for the
second month of its employment.

If during the term of the employment agreement a transaction is
consummated that has a higher purchase price than that provided in
a stalking horse agreement, a transaction fee will be payable in
cash no later than upon the closing of the transaction.  The fee
will be equal to 10% of the amount that the "transaction value"
exceeds the purchase price proposed in the stalking horse
agreement.  

Mark Greenbaum, a partner at LUMA, disclosed in a court filing that
his firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code.

LUMA can be reached through:

     Mark Greenbaum
     LUMA Securities LLC
     101 5th Avenue, Suite 900
     New York, NY 10003
     Phone: (646) 786-8423

                       About Videology Inc.

Videology, Inc., headquartered in Baltimore, Maryland, is a
privately-held, venture-backed company specializing in television
and video advertising.  It was founded in 2007 by Scott Ferber.

Videology and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11120) on May
10, 2018.  In the petitions signed by CEO Scott A. Ferber, the
Debtors estimated assets of $10 million to $50 million and
liabilities of $100 million to $500 million.

Judge Brendan Linehan Shannon presides over the cases.

The Debtors tapped Cole Schotz P.C. as their legal counsel; Hogan
Lovells US LLP and Hogan Lovells International LLP as special
corporate counsel; and Berkeley Research Group as financial
advisor.


VIRGIN ISLANDS WAPA: Fitch Affirms CCC Ratings on $118.85MM Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'CCC' ratings on the following U.S.
Virgin Islands (USVI) Water and Power Authority (WAPA) revenue
bonds:

  -- $118,850,000 electric system revenue bonds, series 2012A,
2010A, 2010B, 2010C, 2003;

  -- $96,800,000 electric system subordinated revenue bonds, series
2007A, 2012B, 2012C.

Fitch has removed the ratings from Negative Watch.

SECURITY

The electric system revenue bonds are secured by a pledge of net
electric revenues and certain other funds established under the
bond resolution. The electric system subordinated revenue bonds are
secured by a pledge of net revenues that are subordinate to the
pledge securing the electric system revenue bonds. A default on the
subordinate lien bonds does not trigger a cross default on the
senior lien revenue bonds.

Outstanding senior and subordinate lien bonds are also secured by
fully funded debt service reserve funds, which management reports
have a combined balance of $17.6 million.

KEY RATING DRIVERS

ELEVATED DEFAULT RISK: The 'CCC' rating reflects heightened default
risk as a consequence of WAPA's exceptionally weak cash flow and
liquidity, consistently low unrestricted cash reserves, history of
exceptionally high government receivables and nearly depleted
borrowing capacity under its lines of credit.

LIQUIDITY CHALLENGES REMAIN: Removing the Rating Watch Negative
reflects the abatement of the immediate risk of default, as
management reports that July debt service will be paid in full and
that debt service reserve funds remain fully funded. The 'CCC'
rating reflects the longer term risk associated with the
continuation of poor financial performance and WAPA's stress
related to an outstanding $24.5 million legal judgement.

CHALLENGED SERVICE TERRITORY: WAPA serves a geographically and
economically challenged territory that is largely dependent on
tourism and government employment. USVI's narrow economy with low
per capita income is compounded by its exceptionally high electric
rates and high of level of USVI government receivables. These
concerns are further heightened following two category-five
hurricanes that hit the USVI in September 2017.

FEDERAL FUNDING SUCCESS: WAPA is participating in various federal
grant and loan programs in the aftermath of the hurricanes.
Proceeds will be used to repair/rehabilitate the system, which
should bolster WAPA's CIP and add system protections against future
storms. Through FEMA, HUD and other federal programs, over $1
billion in grants have been approved for WAPA.

RATING SENSITIVITIES

EVIDENCE OF RESTRUCTURING OR DEFAULT: Evidence that a restructuring
of, or default on, outstanding debt of the U.S. Virgin Islands
Water and Power Authority (WAPA) is probable, including the passage
of enabling legislation or an inability to meet near-term liquidity
demands, would result in further negative rating action.

NEGOTIATED RESOLUTION TO LIQUIDITY CHALLENGES: Any negotiated
resolution to the near term liquidity challenges facing WAPA,
including long-term rate relief, reinstatement of bank borrowing
capacity or repayment of overdue governmental receivables would be
evaluated for commercial reasonableness and sustainability. At
March 31, 2018, available liquidity was only about $8.8 million.

FISCAL 2017 AUDIT AVAILABILITY: The fiscal 2017 (FYE 6/30) audit is
not yet available. Should results prove substantially different
than currently anticipated, there may be rating movement. The
effect of the storms and associated federal grants will be
reflected in fiscal 2018, and year to date results are not
available. The receipt of federal funds may serve to improve WAPA's
infrastructure and extremely weak financial position, leading to
positive rating action.

CREDIT PROFILE

WAPA is the sole provider of electric and water service to the USVI
(St. Thomas, St. Croix and St. John). The electric system
generates, transmits and sells electric power and energy to
currently more than 53,629 residential, commercial and large power
customers, including the government. In 2016, before the impact of
two category five hurricanes that hit the island nation, there were
an estimated 55,000 customers.

WAPA also owns and operates a water utility system. There are
separate financial statements for each of the utilities and debt is
separately secured. However, the two systems share common
administrative and operating personnel. Additionally, a portion of
each system's operating expenses is paid initially by the electric
system, which also bills the water system for its share of such
expenses. The electric system and water system also share
dual-purpose plants for the production of electricity and water.

System Impacts from the Hurricanes

The U.S. Virgin Islands felt the brunt of two major hurricanes in
September 2017 (fiscal 2018). WAPA's transmission and distribution
system sustained significant damage. Two of its power plants, one
in St. Croix and the other on St. Thomas, were also damaged. WAPA
estimated that 80% of the transmission and distribution system on
St. Thomas was damaged; 60% damage to St. Croix's infrastructure,
while St. John was even further impacted, with the damage affecting
90% of their electrical infrastructure. It was also reported that
two outer islands, Hassel and Water, also saw electrical
infrastructure damage.

Following the storms, WAPA began making repairs to restore service
and at the same time developed a mitigation plan for the
enhancement of the overall resiliency of the generation and
distribution systems to minimize the impact of future storms.

The mitigation plan includes the replacement of traditional wooden
poles with composite poles on key transmission feeders. It is
reported that these poles have the ability to withstand sustained
wind speeds of up to 200 miles per hour. The plan also includes
undergrounding key facilities. Prior to the hurricanes, the
facilities for critical infrastructure (hospitals, airports and 75%
of the business districts) were already underground and therefore
were the first facilities restored.

As of March 19, 2018, 100% of power had been restored, representing
more than 53,629 customers, based on those who are able to receive
power. In addition, all underground facilities and critical loads
have been restored, and the LED street light system has been
energized. Management reports that about 1,300 customer accounts
have been closed following the hurricanes and it has not yet been
determined whether these closures are permanent.

Financial Impact from the Storms

During the period immediately following the storm (September 2017
through December 2017), monthly customer payments averaged $2.5
million, compared with average historical monthly collections of
approximately $16 million. WAPA has utilized FEMA Community
Disaster Loans (CDL) to provide working capital to cover key
operating expenses during this period. Management reports that
restoration costs are being covered by FEMA 100%.

Historically, WAPA has maintained a large accounts receivable
position with the Virgin Islands (VI) government. Given the
devastating impact of the storms on VI, this receivable position
hasn't diminished. As of March 31, 2018, the government of VI owed
WAPA approximately $31.4 million for electric services. However,
WAPA noted that VI has made periodic payments and that processes
are now in place to ensure better collections. Fitch will monitor
the results of these changes going forward.

Further, in focusing on restoration, WAPA did not bill customers
from Sept. 5, 2017 through Dec. 17, 2017, and resumed billing on
Dec. 18, 2017 for services provided prior to the hurricanes. Bills
for new service began in February 2018 covering the period from the
customer's power restoration date to the actual date of the meter
reading. The smart meter system was damaged in the storms,
therefore meter reading has been done manually. It is expected that
the smart meter system will be up and running this summer. Customer
late fees have been waived to encourage repayment of outstanding
obligations and a payment plan will be offered.

Management reports that the economic impact of the storms will
continue as the tourism industry rebuilds, consumer spending
rebounds and larger hotels and commercial customers reopen. Given
this is now the "off season", tourism will remain low at least over
the next few months.

Federal Funds to Bolster Financial Position

In the aftermath of the hurricanes, WAPA is or will be the
recipient of federal grant programs, including FEMA's Public
Assistance Grant Program, FEMA's Hazard Mitigation Grant Program,
additional FEMA grant funding authorization, and HUD. These funds
have been or will be used to repair, replace and renew components
of the system. Favorably, some of the federal funding is being used
to aid in strengthening the system in order to help mitigate the
effects of future storms. To date, these federal funds have totaled
approximately $1.2 billion.

In addition to these federal grants, WAPA is eligible to
participate in the CDL program. These proceeds cannot be used for
debt service, but are available for operations and essential
services -- a form of liquidity.

Liquidity Remains Slim

WAPA has historically operated with low liquidity and poor cash
flow, due in part to delays in implementing necessary rate
increases and elevated accounts receivables largely attributable to
government payors. This trend continues and preliminarily, fiscal
2017 results show total receivables of $48.6 million, of which
$29.6 million is due from the public sector.

Cash flow in fiscal 2018 was hampered following the storms, but
management advised that WAPA was able to use excess funds in the
debt service reserve fund, make special arrangements with vendors,
use revenues associated with fuel hedges, and the proceeds of the
CDL to manage its position.

WAPA provided Fitch with its interim position (March 31, 2018),
which shows very slim, though slightly improved liquidity over the
June 30, 2017 level of about $4.9 million. At March 31, 2018, there
was available liquidity of approximately $8.8 million, including
cash and overdraft on its LOC. Management reports it is negotiating
with its liquidity facility providers as the agreements near
expiration.

While liquidity has been week, debt service coverage, as reported
in WAPA's 2016 audit, has been acceptable. The 2016 audit reports
2.07x coverage of senior lien bonds, 1.31x senior and subordinated
lien bonds, and 1.12x coverage of all debt. Fitch calculated all-in
coverage showed a much weaker 0.73x. Preliminarily, management
reports strengthening in 2017, with senior coverage at 2.83x, 1.80x
senior and subordinate and 1.56x all debt.

Further, management reports that debt service payments have been
made, that the July 2018 payment will be made, and that there has
not been a draw on the debt service reserve funds to support debt
service.

Capital Financing Plans

WAPA's forthcoming financing plans are largely
refundings/restructurings for debt service savings, with additional
debt expected to range between $40 million and $93 million. The new
debt will include another CDL loan to fund working capital to pay
core operating expenses (allowed usage of CDL) and another issuance
to finance three energy efficient generating units that will
replace old, less efficient units.


VIRTUAL COMMUNICATIONS: Amends Unsecured Noteholders' Treatment
---------------------------------------------------------------
Virtual Communications Corporation filed with the U.S. Bankruptcy
Court for the District of Nevada a First Amended Disclosure
Statement and accompanying Plan of Reorganization to amend the
treatment of Class 3 Unsecured Promissory Notes.

Class 3 Unsecured Notes total an estimated amount of $6,000,643.
Class 3 Claims will receive (i) its Pro Rata share of the Series A
Preferred Distribution and (ii) its Pro Rata Share of the Common
Stock Distribution.

The Series A Preferred Distribution will consist of approximately
940,110 shares of Series A Preferred Stock in the Reorganized
Debtor that will be distributed to all Holders of Allowed Class 3
Claims on a Pro Rata Basis according to the principal indebtedness
included in each Holder's Allowed Class 3 Claim.  In other words,
each Holder of an Allowed Class 3 Claim will receive one (1) share
of Series A Preferred Stock in the Reorganized Debtor in exchange
for each $5.00 of principal indebtedness included in the Holder's
Allowed Class 3 Claim.  Upon completion of the Series A Preferred
Distribution, the Holders of Allowed Class 3 Claims will
collectively hold 100% of all issued and outstanding Preferred
Stock in the Reorganized Debtor and 100% of all issued and
outstanding Series A Preferred Stock in the Reorganized Debtor,
subject to dilution.

The Common Stock Distribution will consist of approximately
1,300,093 shares of Common Stock in the Reorganized Debtor that
will be distributed to all Holders of Allowed Class 3 Claims on a
Pro Rata Basis according to the amount of contract-rate interest
accrued on the principal indebtedness included in each Holder's
Allowed Class 3 Claim as of the Petition Date. In other words, each
Holder of an Allowed Class 3 Claim will receive one (1) share of
Common Stock in the Reorganized Debtor in exchange for
approximately each $1.00 of contract-rate interest accrued on the
principal indebtedness included in each Holder's Allowed Class 3
Claim as of the Petition Date.  Upon completion of the Common Stock
Distribution, the Holders of Allowed Class 3 Claims will
collectively hold approximately 3.60% of all Common Stock in the
Reorganized Debtor, subject to dilution.

For Class 4 General Unsecured Claims, except to the extent that a
Holder of an Allowed Class 4 Claim agrees to a less favorable
treatment, in exchange for and in full and final satisfaction,
compromise, settlement, release, and discharge of each Allowed
Class 4 Claim, each Holder of an Allowed Class 4 Claim will receive
on or before the ninetieth (90th) day after the Effective Date, the
lesser of (i) a Cash payment equal to 50% of its Allowed General
Unsecured Claims, if any, or (b) its Pro Rata share of a lump sum
payment in the amount of $5,000.

The funds necessary to satisfy the Reorganized Debtor's obligations
and to ensure the Reorganized Debtor's continuing performance under
the Plan after the Effective Date will be obtained from: (i) cash
on hand; (ii) equity contributions; (iii) distributions of income
from the business operations of the Debtor???s wholly-owned
subsidiary WinTech, LLC; (iv) any reserves established  by the
Debtor; and (v) any other contributions or financing (if any) that
the Debtor may obtain on or after the Effective Date.

A full-text copy of the Disclosure Statement dated June 13, 2018,
is available at:

     http://bankrupt.com/misc/nvb18-12951-39.pdf

           About Virtual Communications

Virtual Communications Corporation, headquartered in Las Vegas,
Nevada, is a privately-held technology company that develops
technology solutions that enable businesses to improve their
customer interaction experience.  The company's primary product is
the ALICE ("A Live Interactive Communication Experience")
Receptionist software.  The ALICE system, provided as a software
subscription model, permits businesses to control many aspects of
handling visitors to their physical premises without the need for a
designated member of staff to be located in the entity's reception
area.  A single staff member may remotely interact with visitors to
a number of physical locations.  The company currently sells its
product to businesses and government entities in the United States,
Australia, Azerbaijan, Belgium, Bermuda, Brazil, Canada, China and
New Zealand.

Virtual Communications Corporation sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-12951) on May
22, 2018.

In the petition signed by Michael Yoder, president and director,
the Debtor disclosed that it had estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.  

Judge Laurel E. Babero presides over the case.


VORAS ENTERPRISE: Taps Sperber Denenberg as Special Counsel
-----------------------------------------------------------
Voras Enterprise Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire Sperber, Denenberg &
Kahan, P.C., as special counsel.

The Debtor has recently pursued a sale of its building and needs
the services of the firm in connection with the real estate
transaction.

The firm will charge $400 per hour for partners and $325 per hour
for associates.

Seth Denenberg, Esq., a partner at Sperber, disclosed in a court
filing that the firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.

The firm can be reached through:

     Seth Denenberg, Esq.
     Sperber, Denenberg & Kahan, P.C.
     48 West 37th Street, 16th Floor
     New York, NY 10018
     Phone: (917) 351-1286
     Email: sdenenberg@sdkpc.com

                     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.


VVC-WFM INTERMEDIATE: S&P Assigns 'B' CCR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Seattle-based health care IT software provider VVC-WFM Intermediate
Holdings LLC. The outlook is stable.

S&P said, "At the same time, we assigned our 'B' issue-level and
'3' recovery ratings to the proposed first-lien credit facility,
which consists of a $75 million revolver due in 2023 (undrawn at
close) and a $600 million first-lien term loan due in 2025. The '3'
recovery reflects our expectation for meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of payment default. We also
assigned our 'CCC+' issue-level and '6' recovery ratings to the
proposed $175 million second-lien term loan due in 2026. The '6'
recovery rating reflects our expectation for negligible (0%-10%;
rounded estimate: 0%) recovery in the event of payment default.

"Our rating on VVC-WFM (d.b.a. Value-Based Care Solutions; VBC)
reflects the company's challenges in reversing recent customer
losses, the need to expand its infrastructure to compete as a
stand-alone entity, and its high pro forma leverage. These factors
are somewhat mitigated by the company's solid positions in the
fragmented markets in which it competes, relatively high-margin
profile, and moderate free cash flow generation.

"Our stable outlook on VBC reflects our expectations that it will
successfully manage its carveout from GE Healthcare, despite high
adjusted leverage over 7x. We expect the company will maintain
consistent EBITDA margins and healthy free operating cash flow
(FOCF), due in part to secular tailwinds affecting HCIT, as the
health care industry shifts toward a value-based reimbursement
model, along with the increasing complexity involved in the claims
submission and collection process."


WAVEGUIDE CORPORATION: Taps Rubin and Rudman as Special Counsel
---------------------------------------------------------------
WaveGuide Corporation seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire Rubin and Rudman LLP as
special counsel.

The firm will represent the Debtor in connection with all corporate
matters and with transactions necessary to close any exit or
debtor-in-possession financing.

Joseph S.U. Bodoff, Esq., a partner at Rubin and Rudman, disclosed
in a court filing that the firm and its partners and associates
neither hold nor represent any interest adverse to the Debtor's
estate.

Rubin and Rudman can be reached through:C

     Joseph S.U. Bodoff, Esq.
     Rubin and Rudman LLP
     53 State Street
     Boston, MA 02109
     Tel: (617) 330-7000
     Fax: (617) 330-7550
     Email: jbodoff@rubinrudman.com

                    About WaveGuide Corporation

WaveGuide Corporation, a Delaware corporation based in Cambridge,
Massachusetts, is in the business of researching and developing its
hand-held micro-nuclear magnetic resonance (uNMR) platform
technology.  The WaveGuide uNMR combines proprietary molecular
spectroscopy and diagnostic techniques to provide a system to allow
diagnosis and analysis, including in remote settings, thereby
reducing cost and improving responsiveness to critical patient or
customer needs.

WaveGuide Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 18-12207) on June 12,
2018.  In the petition signed by Nelson K. Stack, president, the
Debtor estimated assets of less than $500,000 and liabilities of $1
million to $10 million.  Judge Joan N. Feeney presides over the
case.  JFEFFREY D. STERNKLAR LLC is the Debtor's bankruptcy
counsel.


WESTMORELAND RESOURCE: Supply Contract with AEP Terminates Dec. 31
------------------------------------------------------------------
Oxford Mining Company, LLC, a subsidiary of Westmoreland Resource
Partners, LP, was informed by AEP Generation Resources Inc. that
AEP had declined its bid to supply coal to AEP's Conesville Power
Plant Units 5 and 6 after the expiration of the parties' current
contract on Dec. 31, 2018.  Coal sales under Oxford's current coal
supply contract to AEP's Conesville Power Plant Units 5 and 6
represented 14% of the Partnership's consolidated revenues in
2017.

                  About Westmoreland Resource

Based in Englewood, Colorado, Westmoreland Resource Partners, LP
(NYSE: WMLP) -- http://www.westmorelandMLP.com/-- is a low-cost
producer of high-value thermal coal to large electric utilities
with coal-fired power plants under long-term coal sales contracts.
The Company also markets to industrial users, and is the largest
producer of surface mined coal in Ohio.

Westmoreland Resource reported a net loss of $31.75 million on
$315.6 million of revenues for the year ended Dec. 31, 2017,
compared to a net loss of $31.58 million on $349.3 million of
revenues for the year ended Dec. 31, 2016.  As of March 31, 2018,
Westmoreland Resource had $336.15 million in total assets, $410.7
million in total liabilities and a total deficit of $74.52
million.

Ernst & Young LLP, in Denver, Colorado, the Partnership's auditor
since 2015, issued a "going concern" opinion its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
stating that the Partnership does not currently have liquidity or
access to additional capital sufficient to pay off its term loan
debt by its maturity date, and has stated that substantial doubt
exists about the Partnership's ability to continue as a going
concern.


WEX INC: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on WEX
Inc. The outlook remains stable. S&P also affirmed its 'BB-' issue
rating on WEX's revolving credit facility, term loan A and B, and
senior secured notes.
  
In 2017, revenue grew 23%, EBITDA margins expanded to 43%, and
EBITDA climbed 38% to $534 million. S&P expects WEX's profitability
to continue to benefit from the scalability of its business model,
expansion into new revenue streams, and access to low-cost funding
through its bank.

S&P said, "The company has taken steps to diversify its business,
which we view favorably. Fleet revenue, as a percentage of total,
has declined to 65% at the end of first-quarter 2018 from 74% at
the end of 2013. Over the same time period, travel revenue has
remained relatively constant while health care revenue has grown to
16% from 4%. Moreover, WEX's sensitivity to fuel prices has
declined. At the end of 2017, WEX's sensitivity to fuel prices was
21%.  

"S&P Global Ratings' stable outlook on WEX Inc. reflects our
expectation of meaningful organic growth in revenues and EBITDA. We
expect that net debt to EBITDA to be between 5.0x and 6.0x, funds
from operations (FFO) to debt to be between 12% and 20%, and
interest coverage to be between 3.0x and 6.0x.

"We could lower the rating over the next 12 months if net debt to
EBITDA rises above 6.0x because of either higher leverage or a
decline in EBITDA. Debt-based acquisitions could lead to downgrade,
all else equal.

"We could raise the rating if debt to EBITDA improves to below 4.0x
on a sustained basis and we expect earnings growth to continue."


WILLIAM B. LAWTON: Selling Calcasieu Parish Properties for $14K
---------------------------------------------------------------
River Oaks Exploration, L.L.C. asks the U.S. Bankruptcy Court for
the Western District of Louisiana to authorize the bidding
procedures in connection with the sale of Guillory #1 Well, Serial
#231799, located in Section 14, Township 11 South, Range 9 West,
Calcasieu Parish, Louisiana, including all right, title and
interest, in and to (1) oil and gas leases covering the unit area,
as to all depths, together with rights in any pooled or unitized
acreage by virtue of any lands covered by the Leases being a part
thereof; (2) the Well, and all equipment, facilities, pipelines,
and other equipment located on the lands; (3) all leasehold,
working interest, operating rights, reversionary  interests, net
profits interests, and any contractual rights and other similar or
dissimilar interest in the lands, Leases and Well in which River
Oaks has a legal, equitable or contractual interests in conjunction
therewith; (4) all contracts, easements, licenses and other rights
owned by River Oaks and relating to the Leases and Well; and (5)
all hydrocarbon production therefrom of whatsoever nature, to
Kaiser-Francis Oil Co. for $14,326, subject to overbid.

On Schedule B, the Debtor listed a leasehold interest in leases
obtained by various assignments from Kilrush Petroleum, Inc.;
Kaiser-Francis Gulf Coast, Ltd; et al. to River Oaks, et al.
recorded in the following: Conveyance Book 3212, Page 844, bearing
File No. 2739733; Conveyance Book 3282, Page 381, bearing File No.
2775693; Conveyance Book 3376, Page 881, bearing File No. 2827299;
and Conveyance Book 3557, Page 349, bearing File No. 2905989 of the
records of Calcasieu Parish, Louisiana, also known as HBY RB SUA;
Guillory #1 Well Section 14 Township 11 South, Range 9 West
Calcasieu Parish, LA ("Guillory #1 Interest").  The Debtor valued
the Guillory #1 Interest at $79,200 on October 10, 2017, based upon
production at that time.

The Debtor owns the Guillory #1 Interest free and clear of any
liens and/or encumbrance.

The Debtor has received an offer from Kaiser-Francis to purchase
the Properties for the amount of $14,326.  Kaiser-Francis submitted
its bid for the Properties, based upon the declining production
from the Well, and its experience operating this Well, and other
wells in the nearby area, which have ceased to produce.

Pursuant to the offer, Kaiser-Francis has agreed to review and
confirm that River Oaks' title to the Properties is free of liens,
demands, claims and other encumbrances, to its satisfaction.  The
Debtor has reviewed the offer, and has determined that the offer to
purchase the Properties is fair and equitable.  Therefore, it asks
approval from the Court to sell the Properties to Kaiser-Francis
for $14,326, or to the Successful Bidder.

In the event that a third party wishes to submit a competing bid
for the Properties, pursuant to the Bid Procedures, such party
should provide the counsel for the Debtor with a competing bid no
later than the Bid Deadline.  

The salient terms of the Bidding Procedures are:

     a. Bid Deadline: June 20, 2018, at 5:00 p.m. (CT)

     b. Deposit: Each Bid must be accompanied by Deposit payable to
the order of Adams and Reese LLP in the amount of $2,500.

     c. Minimum Bid: The minimum cash only bid for the Properties
is $15,326, which is a prevailing bid over the bid of
Kaiser-Francis of at least $14,326, plus the bid increment of at
least $1,000.

     d. Auction: The Auction will be held on June 26, 2018, at
10:30 a.m. (CT) at U.S. Bankruptcy Court, Western District of
Louisiana, Courtroom of Chief Judge Robert Summerhays, U.S.
Courthouse, 214 Jefferson Street, Suite 100, Lafayette, Louisiana
70501.

     e. No Warranties: The Bids will be for the purchase of the
Properties in "as is" condition with no warranties.

     f. Closing: All Bids must provide for a closing no later than
15 days after the entry of a final, non-appealable sale order
approving the sale to the Winning Bidder.

     g. Final Sale Hearing: June 26, 2018 at 10:30 a.m.,
immediately after the Auction

The Debtor asks that the Court provides for a waiver of the 14-day
stay of the order approving the sale under Federal Rules of
Bankruptcy Procedure 6004(h) such that the sale to Kaiser-Francis
or the Successful Bidder can close with the time frame set forth in
the Motion.

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

   http://bankrupt.com/misc/William_LawtonCo_122_Sales.pdf

The Purchaser:

          KAISER-FRANCIS OIL CO.
          P.O. Box 21468
          6733 South Yale Ave., 74136
          Tulsa, OK 74121-1468
          Telephone: (918) 494-0000

                     William B. Lawton Co.

William B. Lawton Co., LLC, River Oaks Exploration, LLC, and
Rayville Resources, LLC, are engaged in the oil and gas extraction
business.

William B. Lawton, et al., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case Nos. 17-20948 to
17-20950) on Oct. 10, 2017.  In the petitions signed by William T.
Drost, its president, the Debtor estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.  Judge
Robert Summerhays presides over the cases.  Lisa M. Hedrick, Esq.,
at Adams and Reese LLP, serves as Chapter 11 counsel to the
Debtors.


WJA ASSET: Seeks Nov. 18 Plan Exclusivity Period Extension
----------------------------------------------------------
WJA Asset Management, LLC, and affiliates request the U.S.
Bankruptcy Court for the Central District of California to extend
the exclusivity periods to file plans of reorganization and to
solicit acceptances thereof through and including November 18, 2018
and January 18, 2019, respectively.

The Debtors' twenty-seven cases are complex.  Accordingly, the CRO
and his team need additional time to complete the reconciliation of
the Debtors' books and records which were inaccurate and incomplete
in many material respects. This reconciliation included the certain
Debtors held by other Debtors and determination of the
classification of creditors and investors.

Additionally, the analysis of intercompany transfers is
particularly complex.  The CRO uncovered situations where it
appears that a debt incurred by one Debtor was "moved" to another
Debtor without a readily apparent justification and contrary to
proper accounting principles.  There are multiple instances where,
according to the Debtors' records in QuickBooks, a noteholder is a
creditor of only one Debtor, but a different Debtor is the obligor
on the subject promissory note and actually received the funds.  To
complicate matters further, in certain situations, interest and
principal payments to the noteholder were made by the Debtor who
booked the debt and not the promissory note obligor.  Due to these
complexities and the volume of intercompany transfers, the
reconciliation has required substantial time.

Further, the Debtors have recently finished amending their
schedules in the cases where necessary and serving the Court
approved bar date notices. The bar date notices provide creditors
and interest holders with 60 days to file their proofs of claim and
interest. Thus, the deadline to file proofs of claim and interest
will pass in all of the Debtors' cases by mid-August 2018. As
discussed with the Committee, the CRO intends to commence plan
negotiations in mid-July 2018. Nonetheless, the Debtors claim that
it is preferable for the approximate mid-August 2018 deadline to
file proofs of claim and interest to pass before the Debtors file
plans as this will make it easier during plan negotiations to
provide creditors and interest holders with a level of detail
regarding their expected recoveries, information they have
repeatedly requested in meetings with the CRO and his team.

The Debtors have diligently moved forward towards confirmation in
good faith.  The Debtors have liquidated a substantial number of
assets.  The Debtors have obtained Court authority to consummate 41
REO sales for a collective purchase price of $2,120,296,
foreclosure sales on real properties valued at approximately
$4,812,900, and several short sales and payoff settlements totaling
approximately $1,389,608. WJA Express Fund, LLC and CA Express Fund
II, LLC, a non-debtor affiliate, obtained Court authority to sell
their limited partnership interests in Gothard Express Partners,
L.P. for $1.95 million.  WJA Real Estate Opportunity Fund II, LLC,
obtained Court authority to sell its membership interest in CSO
Opportunity Fund VII, LLC for $1.5 million.

In addition, the Debtors have held negotiations to monetize a
number of other assets including the following: Clairton
Residential Renewal, LLC's ownership of four apartment buildings in
Clairton, Pennsylvania; TD REO's secured note against an RV resort
in Soap Lake, Washington (a motion to approve a short payoff
settlement agreement is pending before the Court); TD Opportunity
Fund, LLC's real property interest in Baytown, Texas and claims
against third parties; and Luxury Asset Purchasing International,
LLC's real property in Rancho Santa Fe, California.

Further, the CRO and his team have been holding meetings with
creditors and investors to assist them in completing their proofs
of claim and interest. Thus, everything the Debtors have done in
these cases have been done in a good-faith effort to progress
towards reorganization.

The Debtors believe that after conclusion of the reconciliation and
other necessary work by the CRO and his team, and the passing of
the deadline to file proofs of claim and interests, the Debtors
should be able to propose viable plans. LVNV Multi Family, LLC, has
already filed a disclosure statement and plan, and the hearing on
the adequacy of its disclosure statement is scheduled for July 12,
2018. The plans are expected to be liquidating plans that will
result in distributions in accordance with the Bankruptcy Code's
priority scheme.

                  About WJA Asset Management

Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals.  Many of the existing
Funds are performing and some Funds had substantial gains.
However, certain Funds, i.e., those invested in private trust deeds
secured by real estate, suffered losses.

William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor. Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al.  William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.

On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.
On May 25, 2017, four other affiliated filed voluntary Chapter 11
petitions.  On June 6, 2017, CA Real Estate Opportunity Fund III
filed its Chapter 11 petition.  The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the
Debtors continue to operate their businesses and manage their
affairs as DIP.

Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no longer
has any ongoing role in the Debtors' operations.

At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.  

Judge Scott C. Clarkson presides over the cases.

Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors.

The Debtors tapped Ann Moore of Norton Moore Adams as special
counsel.

On Jan. 10, 2018, the Court appointed Elite Properties Realty as
broker.


WJA ASSET: TD REO Hires Ramboll to Review Gas Station Issues
------------------------------------------------------------
TD REO Fund, LLC, asks the U.S. Bankruptcy Court for the Central
District of California to authorize it to pay up to $7,500 to
Ramboll US Corp. to provide environmental consulting services
related to a closed gas station it now owns that is located at 2104
G Street, Merced, California.

The Debtor is now the owner of the Property, which used to be an
operating gas station.  Because of the manner in which the gas
station was operated by the prior owner(s), there appear to be
environmental issues at the Property that are likely to affect its
value and its interest to potential buyers.  Specifically, it
appears that the soil and groundwater at the Property may have been
impacted by petroleum hydrocarbons.  However, the status of the
issues and the remediation efforts undertaken so far are unclear.

Accordingly, the Debtor asks to employ Ramboll to review
approximately 50 technical documents and written correspondence
related to the environmental issues at the Property in order to
develop a regulatory closure strategy that will identify open
issues and the anticipated remediation efforts that will be needed
to resolve any environmental issues at the Property.  Ramboll has
estimated that the project will cost a total of approximately
$5,800, although out of an abundance of caution, the Debtor asks
authority to pay Ramboll up to $7,500 if necessary.

Ramboll can be reached at:

          RAMBOLL US CORP.
          18100 Von Karman Ave.
          Irvine, CA 92612
          Telephone: (949) 261-5151
          Facsimile: (949) 261-6202

                  About WJA Asset Management

Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals.  Many of the existing
Funds are performing and some Funds had substantial gains.
However, certain Funds, i.e., those invested in private trust deeds
secured by real estate, suffered losses.

William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor.  Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al.  William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.

On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.
On May 25, 2017, four other affiliated filed voluntary Chapter 11
petitions.  On June 6, 2017, CA Real Estate Opportunity Fund III
filed its Chapter 11 petition.  The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and
the
Debtors continue to operate their businesses and manage their
affairs as DIP.

Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no longer
has any ongoing role in the Debtors' operations.

At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.  

Judge Scott C. Clarkson presides over the cases.

Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors.

The Debtors tapped Ann Moore of Norton Moore Adams as special
counsel.

On Jan. 10, 2018, the Court appointed Elite Properties Realty as
broker.


WWEX UNI: S&P Cuts Corp. Credit Rating to 'B-', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
Dallas???based WWEX UNI Intermediate Holdings LLC to 'B-' from 'B'.
The outlook is stable.

S&P said, "At the same time, we assigned a 'B-' issue-level rating
to WWEX's proposed $70 million revolving credit facility due 2023
and $500 million first-lien term loan due 2025, to be issued by its
subsidiaries SMB Shipping Logistics LLC and REP WWEX Blocker LLC.
The recovery rating is '3', indicating our expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery of principal
in the event of payment default.

"In addition, we assigned a 'CCC' issue-level rating to WWEX's
proposed $200 million second-lien term loan due 2026, also to be
issued by SMB Shipping Logistics and REP WWEX Blocker. The recovery
rating is '6', indicating our expectation for negligible (0%-10%;
rounded estimate: 0%) recovery of principal in the event of payment
default.

"The downgrade reflects the increase in debt leverage above our
previous expectations in connection with the proposed transaction.
We expect this transaction will result in pro forma adjusted debt
to EBITDA over 7x in 2018. Through both acquisition and organic
growth, along with integration initiatives, we believe WWEX will
increase earnings and reduce adjusted debt leverage to the 6x area
by year-end 2019. Despite our expectation for moderate improvement,
we believe credit measures will remain appropriate for the rating
over the next 12 months.

"The stable outlook on WWEX reflects our expectation that over the
next 12 months the company will continue to benefit from its
franchise acquisition strategy, which will further increase both
its revenue and earnings. Although debt leverage will likely remain
elevated following the proposed transaction, we expect the
company's key financial ratios to strengthen over the next few
years, reflecting the company's increasing profitability as a
result of cost saving initiatives for the combined company. Our
forecast does not incorporate any further debt-financed dividends
or large acquisitions.

"We could lower our rating on WWEX in the next 12 months if the
company pursues additional debt-financed shareholder returns or
acquisitions that lead to negative free operating cash flow,
experiences constrained liquidity, or if we view the capital
structure as unsustainable. Additionally, we could lower the rating
if we believe the company to be vulnerable and dependent upon
favorable business, financial, and economic conditions to meet its
financial commitments. Although not expected, this could occur if
the industry's competitive dynamics shift such that WWEX is unable
to honor its agreement with UPS.

"Though unlikely over the next 12 months, we could raise our rating
if the company generates a higher-than-expected amount of cash
flow, causing its FFO-to-debt ratio to improve towards 12% while
its debt leverage approaches 5x. We would also need to believe the
company's financial sponsor would allow it to sustain this
improvement. This could occur because of a stronger-than-expected
level of revenue and cash flow that allows management to use a
greater-than-expected level of free cash flow for debt reduction."


Y&M RENTAL: Taps David Johnston as Bankruptcy Attorney
------------------------------------------------------
Y&M Rental Property Management, LLC, seeks approval from the U.S.
Bankruptcy Court for the Eastern District of California to hire
David Johnston, Esq., as its bankruptcy attorney.

Mr. Johnston will advise the Debtor regarding its duties under the
Bankruptcy Code; review proofs of claim; assist in any potential
sale of its assets; prepare a plan of reorganization; and provide
other legal services related to its Chapter 11 case.

The hourly rate for Mr. Johnston's services is $360.  Prior to the
petition date, he received a $2,983 retainer from the Debtor and a
filing fee of $1,717.  

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

Mr. Johnston maintains an office at:

     David C. Johnston, Esq.
     1600 G Street, Suite 102
     Modesto, CA 95354
     Tel: 209-579-1150
     Fax: 209-579-9420

               About Y&M Rental Property Management

Y&M Rental Property Management, LLC, is a real estate company based
in Ceres, California.

Y&M Rental Property Management sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-90375) on May
22, 2018.

In the petition signed by Yajaira Vaca, managing member, the Debtor
disclosed that it had estimated assets of $1 million to $10 million
and liabilities of less than $500,000.  

Judge Ronald H. Sargis presides over the case.


ZEBRA TECHNOLOGIES: S&P Raises CCR to 'BB', Outlook Stable
----------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Lincolnshire, Ill.-based Zebra Technologies Corp. to 'BB' from
'BB-'. The outlook is stable.

S&P said, "At the same time, we raised our issue-level rating on
Zebra's senior secured credit facilities to 'BB+' from 'BB'. The
recovery rating remains '2', indicating our expectation for
substantial (70%-90%; rounded estimate: 70%) recovery in the event
of a payment default.

"In addition, we assigned our 'BB+' ratings to the company's
refinanced $1.125 million term loan B. The recovery rating is '2',
indicating our expectation for substantial (70%-90%; rounded
estimate: 70%) recovery in the event of payment default.

"Our upgrade of Zebra reflects the company's progress in repaying
debt with free cash flow, reducing leverage to its publically
stated net leverage target of 2.5x, and increasing EBITDA since its
Motorola Solutions acquisition in October 2014. The corporate
credit rating reflects our view of the company's recent operating
performance and our view that leverage is likely to fall to the
mid- to high-2x area by the end of fiscal 2018.

The stable outlook reflects S&P Global Ratings' view that Zebra's
leading market positions in specialty printing, enterprise mobile
computing, and data capture solutions are likely to result in
consistent operating performance, as well as debt repayment and
modest margin expansion to drive leverage meaningfully below 3x in
the next 12 months.

S&P said, "We could raise the rating in the next 12 months if Zebra
maintains revenue growth and recent margin expansion such that
leverage approaches 2x on a sustained basis and through market
cycles. We would also need clarity on financial policy once the
company reaches its publicly stated net leverage target of 2.5x.

"We could lower the rating in the next 12 months if demand falls
because of improved competitor offerings or a macroeconomic shock
affecting its key retail and manufacturing end markets, resulting
in leverage exceeding 4x on a sustained basis. EBITDA would likely
need to fall by around 30% to reach this level."


[^] BOND PRICING: For the Week from June 18 to 22, 2018
-------------------------------------------------------

  Company                     Ticker  Coupon Bid Price   Maturity
  -------                     ------  ------ ---------   --------
Alpha Appalachia
  Holdings Inc                ANR      3.250     2.048   8/1/2015
Appvion Inc                   APPPAP   9.000     0.563   6/1/2020
Appvion Inc                   APPPAP   9.000     0.516   6/1/2020
Ascent Capital Group Inc      ASCMA    4.000    50.000  7/15/2020
Avaya Inc                     AVYA     7.000    78.778   4/1/2019
Avaya Inc                     AVYA    10.500     4.255   3/1/2021
Avaya Inc                     AVYA     9.000    77.923   4/1/2019
BPZ Resources Inc             BPZR     6.500     3.017   3/1/2049
BPZ Resources Inc             BPZR     6.500     3.017   3/1/2015
Becton Dickinson and Co       BDX      4.400   101.963  1/15/2021
Becton Dickinson and Co       BDX      4.400   103.150  1/15/2021
Bon-Ton Department
  Stores Inc/The              BONT     8.000    18.250  6/15/2021
CR Bard Inc                   BCR      4.400   103.108  1/15/2021
Cenveo Corp                   CVO      6.000    35.250   8/1/2019
Cenveo Corp                   CVO      8.500     1.500  9/15/2022
Cenveo Corp                   CVO      6.000     0.919  5/15/2024
Cenveo Corp                   CVO      8.500     1.125  9/15/2022
Cenveo Corp                   CVO      6.000    34.836   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    63.813  3/15/2019
Claire's Stores Inc           CLE      8.875     6.250  3/15/2019
Claire's Stores Inc           CLE      7.750    10.949   6/1/2020
Claire's Stores Inc           CLE      6.125    55.817  3/15/2020
Claire's Stores Inc           CLE      9.000    59.550  3/15/2019
Claire's Stores Inc           CLE      9.000    54.910  3/15/2019
Claire's Stores Inc           CLE      7.750    10.949   6/1/2020
Claire's Stores Inc           CLE      6.125    55.817  3/15/2020
Community Choice
  Financial Inc               CCFI    10.750    78.436   5/1/2019
Creditcorp                    CRECOR  12.000    99.750  7/15/2018
Creditcorp                    CRECOR  12.000    98.866  7/15/2018
DBP Holding Corp              DBPHLD   7.750    48.500 10/15/2020
DBP Holding Corp              DBPHLD   7.750    48.002 10/15/2020
EXCO Resources Inc            XCOO     8.500    17.000  4/15/2022
Egalet Corp                   EGLT     5.500    35.860   4/1/2020
Emergent Capital Inc          EMGC     8.500    70.730  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    37.386  12/1/2018
Fleetwood Enterprises Inc     FLTW    14.000     3.557 12/15/2011
Gibson Brands Inc             GIBSON   8.875    85.250   8/1/2018
Gibson Brands Inc             GIBSON   8.875    84.275   8/1/2018
Gibson Brands Inc             GIBSON   8.875    85.250   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
LBI Media Inc                 LBIMED  11.500    18.836  4/15/2020
Las Vegas Monorail Co         LASVMC   5.500     4.037  7/15/2019
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      5.000     3.326   2/7/2009
Lehman Brothers Holdings Inc  LEH      4.000     3.326  4/30/2009
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      1.600     3.326  11/5/2011
Lehman Brothers Inc           LEH      7.500     1.226   8/1/2026
Linc USA GP / Linc Energy
  Finance USA Inc             LNCAU    9.625     1.336 10/31/2017
MModal Inc                    MODL    10.750     6.125  8/15/2020
Midstates Petroleum
  Co Inc / Midstates
  Petroleum Co LLC            MPO     10.750     0.877  10/1/2020
Molycorp Inc                  MCP     10.000     0.849   6/1/2020
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     6.940  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     6.940  5/15/2019
New Gulf Resources LLC/
  NGR Finance Corp            NGREFN  12.250     6.940  5/15/2019
Nine West Holdings Inc        JNY      8.250    25.500  3/15/2019
Nine West Holdings Inc        JNY      6.875    25.250  3/15/2019
Nine West Holdings Inc        JNY      8.250    17.750  3/15/2019
OMX Timber Finance
  Investments II LLC          OMX      5.540     5.176  1/29/2020
Orexigen Therapeutics Inc     OREXQ    2.750     5.650  12/1/2020
Orexigen Therapeutics Inc     OREXQ    2.750     5.125  12/1/2020
PaperWorks Industries Inc     PAPWRK   9.500    54.347  8/15/2019
PaperWorks Industries Inc     PAPWRK   9.500    55.000  8/15/2019
Pernix Therapeutics
  Holdings Inc                PTX      4.250    43.328   4/1/2021
Pernix Therapeutics
  Holdings Inc                PTX      4.250    43.328   4/1/2021
Powerwave Technologies Inc    PWAV     1.875     0.133 11/15/2024
Powerwave Technologies Inc    PWAV     1.875     0.133 11/15/2024
Prospect Holding Co LLC /
  Prospect Holding
  Finance Co                  PRSPCT  10.250    48.250  10/1/2018
Real Alloy Holding Inc        RELYQ   10.000    68.375  1/15/2019
Renco Metals Inc              RENCO   11.500    27.000   7/1/2003
Rex Energy Corp               REXX     8.000     8.250  10/1/2020
Rex Energy Corp               REXX     8.875     1.750  12/1/2020
Rex Energy Corp               REXX     6.250     1.762   8/1/2022
Rex Energy Corp               REXX     8.000     7.883  10/1/2020
Rolta LLC                     RLTAIN  10.750    13.392  5/16/2018
SAExploration Holdings Inc    SAEX    10.000    53.375  7/15/2019
Sears Holdings Corp           SHLD     8.000    48.674 12/15/2019
Sempra Texas Holdings Corp    TXU      6.500    10.818 11/15/2024
Sempra Texas Holdings Corp    TXU      5.550    10.818 11/15/2014
SiTV LLC / SiTV Finance Inc   NUVOTV  10.375    62.500   7/1/2019
SiTV LLC / SiTV Finance Inc   NUVOTV  10.375    64.750   7/1/2019
TerraVia Holdings Inc         TVIA     5.000     4.644  10/1/2019
TerraVia Holdings Inc         TVIA     6.000     4.644   2/1/2018
Toys R Us - Delaware Inc      TOY      8.750     6.974   9/1/2021
Transworld Systems Inc        TSIACQ   9.500    25.965  8/15/2021
Transworld Systems Inc        TSIACQ   9.500    25.965  8/15/2021
Tunica-Biloxi
  Gaming Authority            PAGON    3.780    24.384  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    24.329   1/1/2022
Westmoreland Coal Co          WLBA     8.750    25.588   1/1/2022
iHeartCommunications Inc      IHRT    14.000    12.875   2/1/2021
iHeartCommunications Inc      IHRT    14.000    12.617   2/1/2021
iHeartCommunications Inc      IHRT    14.000    12.617   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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.  
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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.

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