TCR_Public/141106.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 6, 2014, Vol. 18, No. 309

                            Headlines

58 BLACKLAND: Voluntary Chapter 11 Case Summary
ALCO STORES: Taps A&G Realty as Real Estate Consultant & Advisor
ALCO STORES: Taps Hilco Streambank as IP Disposition Agent
ALCO STORES: Creditors' Panel Hires Judith Ross as Local Counsel
BLUE RACER: Moody's Assigns B3 Rating on $400MM Unsecured Notes

CCS MEDICAL: Moody's Withdraws Caa2 Corporate Family Rating
CLIFFSIDE INN: Case Summary & 15 Largest Unsecured Creditors
COPENHAVER INC: Reaches Settlement With ERISA Plaintiffs
COPENHAVER INC: Reaches Settlement With ERISA Plaintiffs
DYNEGY INC: S&P Assigns 'B+' Rating on $5.1BB Sr. Unsecured Notes

DYNEGY INC: Swings to Loss on Lower Generation Volumes
FLAT OUT CRAZY: Wants Court to Dismiss Chapter 11 Case
FLYING W SNOWMASS: Case Summary & 6 Largest Unsecured Creditors
FREESCALE SEMICONDUCTOR: Fitch Raises Issuer Default Rating to B+
GENERAL MOTORS: Fitch Assigns 'BB+' Rating on Sr. Unsecured Notes

GREAT WOLF: Moody's Rates New $120MM 2nd Sr. Secured Debt 'Caa2'
HAHAHA CORPORATION: Voluntary Chapter 11 Case Summary
HC2 HOLDINGS: S&P Assigns 'B' CCR & Rates Sr. Secured Notes 'B'
INDEX RECOVERY: Claims Bar Date Set for November 28
INTERPROPERTIES HOLDING: Fitch Withdraws BB Issuer Default Ratings

KEMET CORP: Moody's Rates New Sr. Secured Notes Due 2019 'Caa1'
LEIDOS HOLDINGS: Moody's Lowers Senior Unsecured Rating to Ba1
LENNAR CORP: Fitch Assigns BB+ Rating on New $350MM Sr. Notes
LENNAR CORP: Moody's Rates New $350 Unsecured Notes 'Ba3'
MARION ENERGY: Proposes Parsons Behle as Counsel

MARION ENERGY: Has $4.2-Mil. Financing From KM Custodians
MILLER AUTO: Seeks to Resolves Dispute With FFC and Committee
NATIONAL CINEMEDIA: S&P Puts 'BB-' CCR on CreditWatch Negative
NATIONAL RESPONSE: Moody's Affirms B2 Rating on New Term Loan
NCL CORP: Moody's Rates Proposed $680MM Sr. Unsecured Notes B2

OWENS CORNING: Moody's Assigns Ba1 Rating on New $300MM Notes
P2 UPSTREAM: S&P Affirms 'B' CCR & Revises Outlook to Stable
PARQ HOLDINGS: Moody's Assigns B3 Corporate Family Rating
RECYCLE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
REICHHOLD HOLDINGS: Panel Balks at CDG Group's Professional Fee

SAMUEL WYLY: NY Judge Grants SEC's Bid for Temporary Asset Freeze
ST. JOHN'S RIVERSIDE: S&P Revises Outlook on 'B+' Rating to Stable
STANDARD PACIFIC: Moody's Rates Proposed $300MM Unsecured Notes
STOCKTON, CA: CalPERS a Big Winner in City's Bankruptcy
TODD HERTZBERG: Court Tosses Suit by Trustee in Wife's Ch.7 Case

TRANSFIRST INC: Moody's Lowers Rating on New 1st Lien Debt to B2
TASC INC: S&P Puts 'B+' Secured Debt Rating on Watch Positive
THOMAS JEFFERSON: Law School Restructures Debt Obligations
TIBCO SOFTWARE: Moody's Assigns B3 Corporate Family Rating
TOTAL MERCHANT: Moody's Assigns B2 Corporate Family Rating

TOTAL MERCHANT: S&P Assigns 'B' CCR & Rates $175MM Facility 'B+'
TRUMP ENTERTAINMENT: Judge Delays Decision On Restructuring
U.S. COAL: Additional Debtors' Case Summary & Creditors' Lists
U.S. COAL: Add'l Debtors Want Jan. 2, 2015 Claims Bar Date
U.S. COAL: Add'l Debtors Seek Joint Administration

U.S. COAL: Add'l Debtors Seek Access to Cash Collateral
VENOCO INC: S&P Cuts CCR to 'CCC+' & Removes From Watch Negative
WATERSTONE MICHELLE: Case Summary & 3 Largest Unsecured Creditors
YORK RISK: Moody's Maintains B3 Corporate Family Rating

* Squire Patton Boggs Launches Restructuring & Insolvency Blog

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


58 BLACKLAND: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 58 Blackland, LLC
        3939 Lavista Road
        Atlanta, GA 30074

Case No.: 14-71930

Chapter 11 Petition Date: November 4, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: David A. Geiger, Esq.
                  GEIGER LAW, LLC
                  Suite 525, 1275 Peachtree Street, NE
                  Atlanta, GA 30309
                  Tel: 404-815-0040
                  Fax: 404-549-4312
                  Email: david@geigerlawllc.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph Daniels, manager.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


ALCO STORES: Taps A&G Realty as Real Estate Consultant & Advisor
----------------------------------------------------------------
ALCO Stores, Inc. and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ A&G Realty Partners, LLC as real estate consultant and
advisor, nunc pro tunc to the Oct. 12, 2014 petition date.

In addition to providing any additional real estate advisory
services as the Debtors may request from time to time, A&G will:

   (a) consult with the Debtors to discuss the Debtors' goals,
       objectives, and financial parameters in relation to the
       Debtors' real property leases (the "Leases") and the
       Debtors' owned real properties (the "Properties");

   (b) negotiate with the landlords of the Properties on behalf of
       the Debtors in order to assist the Debtors in obtaining
       Lease Modifications and Lease Claim Mitigations; and

   (c) as requested by the Debtors in writing, broker the sale of
       the Leases and the owned Property.

Subject to the Court's approval and pursuant to the terms and
conditions of the Agreement, A&G and the Debtors have agreed upon
the following compensation for the Services to be rendered in
these chapter 11 cases:

   -- Retainer. The Debtors shall pay A&G a retainer fee in the
      amount of $50,000 upon the execution of the Agreement. The
      retainer fee shall be non-refundable and shall be applied to
      A&G's fees requiring payment under the terms of the
      Agreement.

   -- Occupancy Cost Savings. For each Occupancy Cost Savings
      obtained by A&G on behalf of the Debtors, A&G shall earn and
      be paid 4.5% of the Occupancy Cost Savings per assumed
      and assigned Lease for a period not to exceed 4 years.  A&G
      shall be paid its fee upon the landlord's and the Debtors'
      mutual execution of a Document.

   -- Non-Monetary Lease Modifications.  For Non-Monetary
      Modification Savings obtained by A&G on behalf of the
      Debtors, A&G shall earn and be paid a fee of $2,000 per
      Lease.  A&G shall be paid its fee upon the landlord's and
      the Debtors' mutual execution of a Document.

   -- Consulting Fee.  A&G shall earn and be paid a fee of $12,500
      to consult and assist the Debtors' representatives with all
      issues related to Leases/Properties.

   -- Property Sales.  For the sale of a Property owned by the
      Debtors, A&G shall earn and be paid a fee of 5% of the Gross
      Proceeds5 of such sale.  A&G shall be paid its fee upon the
      closing of the sale transaction. Property Sales will
      commence upon direction from the Debtors.

   -- Lease Claim Mitigations.

      (i) For any Lease assumed and assigned by the Debtors, if
          the amount required to be paid to the landlord to cure
          defaults existing at the time of assumption is reduced
          below the cure amount that the Debtors reasonably
          acknowledge or the Bankruptcy Court determines is owing,
          A&G shall earn and be paid a fee for the waiver or
          reduction of the cure amount in an amount equal to 4.5%
          of the total amounts so reduced or waived.

     (ii) For any Lease rejected by the Debtors, if the landlord
          agrees to reduce or waive the claim it could reasonably
          assert under Bankruptcy Code section 502(b)(6) or
          otherwise, A&G shall earn and be paid a fee in an amount
          equal to 4.5% of the net savings that otherwise would
          have been payable to the landlord in the Debtors'
          chapter 11 cases.  For example, if a landlord's claim is
          $200,000 and the distribution to unsecured creditors is
          $0.10 and a landlord agrees to waive its claim, A&G
          shall earn $900 (4.5% of $20,000 in realizable savings).

   -- Other Services.  A&G and the Debtors shall mutually agree in
      writing upon the fee for Other Services provided by A&G that
      are not referenced above.

   -- Timing of Payments to A&G.  The Debtors shall pay all fees
      to A&G within 10 business days of receipt of an invoice
      therefore.

A&G will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Andrew Graiser of A&G assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

A&G can be reached at:

       Michael Jerbich
       A&G REALTY PARTNERS, LLC
       525 West Monroe St., Suite 2330
       Chicago, IL 60661
       Tel: (312) 454-2057
       E-mail: michael@agrealtypartners.com

                         About ALCO Stores

ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States.  Alco offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains.  The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.

Judge Stacey G. Jernigan presides over the Chapter 11 cases.

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.

As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million.  The bulk of the liabilities
was total debt outstanding under a credit facility with Wells
Fargo Bank, National Association, of which the aggregate
outstanding was $104.2 million as of the Petition Date.


ALCO STORES: Taps Hilco Streambank as IP Disposition Agent
----------------------------------------------------------
ALCO Stores, Inc. and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Northern District of Texas to
employ Hilco IP Services, LLC dba Hilco Streambank as intellectual
property disposition agent, nunc pro tunc to Oct. 24, 2014.

Pursuant to the Engagement Letter, Hilco Streambank is engaged to
market and sell, assign, license, or otherwise dispose of the
Debtors' Intellectual Property by:

   (a) collecting and securing all available information and data
       concerning the Intellectual Property;

   (b) preparing marketing materials designed to inform potential
       purchasers of the availability of the Intellectual
       Property for sale, assignment, license, or other
       disposition;

   (c) developing and executing a sales and marketing program
       designed to elicit proposals to acquire the Intellectual
       Property from qualified acquirers with a view toward
       completing one or more sales, assignments, licenses, or
       other disposition of the Intellectual Property following an
       Auction or Auctions under section 363 of the Bankruptcy
       Code; and

   (d) assisting the Debtors in connection with the conduct of the
       auction and the transfer of the Intellectual Property to
       the acquirers who offer the highest or otherwise best
       consideration for the Intellectual Property.

Subject to the Court's approval, as set forth in the Engagement
Letter, the Debtors and Hilco Streambank have agreed that Hilco
Streambank will be paid a Transaction Fee in consideration for
services to be rendered for the Debtors.

Hilco Streambank also will be paid a management fee of $30,000
which will be applied as a credit against a commission based on a
percentage of aggregate proceeds generated from the sale,
assignment, license, or other dispositions of the Intellectual
Property as follows:

   -- 10% of the amount of aggregate Net Proceeds up to
      $1,000,000; plus

   -- 12.5% of the amount by which the aggregate Net Proceeds
      exceed $1,000,000 up to $2,000,000; plus

   -- 15% of the amount by which the aggregate Net Proceeds exceed
      $2,000,000.

The Transaction Fee shall be paid upon the successful consummation
of any transaction or transactions involving the sale, assignment,
license, or other disposition of the Intellectual Property from
the Net Proceeds of such transactions notwithstanding any liens,
claims, or other encumbrances on the Intellectual Property or the
Net Proceeds thereof.

In the event Debtors pursue a "going concern" sale of some or all
of their stores in a transaction that may also include a sale of
some or all of the Intellectual Property (a "Going Concern
Transaction"), the Debtors may choose to exclude the Intellectual
Property associated with the Going Concern Transaction from a sale
at the Auction.  In that case, prior to the Auction, the Debtors
will provide a written notice (the "Exclusion Notice") to Hilco
Streambank indicating that the Debtors intend to pursue a Going
Concern Transaction that includes the Intellectual Property.  In
the event that the Debtors deliver the Exclusion Notice, the
Transaction Fee shall be increased by an additional $20,000 for a
total of $50,000, and no additional fees or commissions shall be
paid to Hilco Streambank in respect of the sale of the
Intellectual Property.

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

Ian S. Fredericks, vice president and assistant general counsel of
Hilco Streambank, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Hilco Streambank can be reached at:

       Ian S. Fredericks, Esq.
       HILCO TRADING, LLC
       5 Revere Drive, Suite 206
       Northbrook, IL 60060
       Tel: (847) 418-2075
       Fax: (847) 897-0859

                         About ALCO Stores

ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States.  Alco offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains.  The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.

Judge Stacey G. Jernigan presides over the Chapter 11 cases.

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.

As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million.  The bulk of the liabilities
was total debt outstanding under a credit facility with Wells
Fargo Bank, National Association, of which the aggregate
outstanding was $104.2 million as of the Petition Date.


ALCO STORES: Creditors' Panel Hires Judith Ross as Local Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Alco Stores, Inc.
seeks authorization from the Hon. Stacey G.C. Jernigan of the U.S.
Bankruptcy Court for the Northern District of Texas to retain the
Law Offices of Judith W. Ross as local counsel for the Committee,
nunc pro tunc to Oct. 23, 2014.

The Committee requires the Firm to:

   (a) assist the Committee in carrying out its duties, rights and
       obligations under the Bankruptcy Code and applicable
       Bankruptcy Rules;

   (b) advise the Committee of its responsibilities to the
       unsecured creditor body and to direct necessary
       communications with the Debtor, including attendance at
       meetings and negotiations with the Debtor secured and
       unsecured creditors, their counsel and other parties in
       interest;

   (c) prepare on behalf of the Committee all necessary motions,
       answers, orders, reports, and other legal papers in
       connection with the duties and responsibilities of the
       Committee, and represent the Committee in all hearings held
       in connection with the case; and

   (d) perform any and all other legal services and providing all
       other legal advice to the Committee in connection with the
       case.

The firm will be paid at these hourly rates:

       Judith Ross            $400
       Neil J. Orleans        $400
       Eric Soderlund         $300

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

Judith W. Ross, owner and sole shareholder of the firm, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The firm can be reached at:

       Judith W. Ross, Esq.
       LAW OFFICES OF JUDITH W. ROSS
       700 N. Pearl Street, Suite 1610
       Dallas, TX 75201
       Tel: 214-377-8659
       Fax: 214-377-9409
       E-mail: judith.ross@judithwross.com

                         About ALCO Stores

ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States.  Alco offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains.  The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.

Judge Stacey G. Jernigan presides over the Chapter 11 cases.

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.

As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million.  The bulk of the liabilities
was total debt outstanding under a credit facility with Wells
Fargo Bank, National Association, of which the aggregate
outstanding was $104.2 million as of the Petition Date.


BLUE RACER: Moody's Assigns B3 Rating on $400MM Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Blue
Racer Midstream, LLC and co-issuer Blue Racer Finance Corp.
(together, Blue Racer) including a B1 Corporate Family Rating
(CFR) and a B3 rating to its proposed $400 million senior
unsecured notes issue due 2022. Moody's assigned an SGL-3
Speculative Grade Liquidity Rating. The outlook is stable.

Note proceeds will be used to repay outstanding borrowings under
Blue Racer's revolving credit facility and to fund the continued
expansion of its midstream asset base.

"Chronically short of midstream infrastructure in the Utica and
Marcellus Shales, Blue Racer is well situated to capture a rapidly
growing, contract-based revenue stream through its aggressive
expansion plans," commented Andrew Brooks, Moody's Vice President.
"Funding initial asset acquisitions and incremental expansion of
its midstream asset base substantially with equity contributions
from its partners, with this notes issue Blue Racer will introduce
a component of long term debt financing to its capital structure
as it continues the build-out of Utica Shale located gathering and
processing assets."

Ratings assigned:

Issuer Blue Racer Midstream, LLC

  Corporate Family Rating, B1

  Probability of Default Rating, B1-PD

  Speculative Grade Liquidity Rating, SGL-3

Issuer/Co-issuer: Blue Racer Midstream, LLC/Blue Racer Finance
                  Corp.

New $400 million Senior Unsecured Notes, B3 -- LGD-5

Outlook -- Stable

Ratings Rationale

Blue Racer's B1 CFR reflects the high level of growth capital
spending planned by the company through 2016, which is projected
to be entirely debt funded. The extent of anticipated growth
capital spending will require Blue Racer to make heavy use of its
$1.0 billion secured revolving credit facility, which could strain
its liquidity absent periodic return trips to the debt capital
markets. The magnitude of its construction program introduces an
element of execution risk to future EBITDA generation. Reflecting
the debt financing of its large capital program, leverage in 2015
will approach 5x. Offsetting what Moody's views as an aggressive
use of debt to fund Blue Racer's growth is the extent of equity
funding employed to initially capitalize its business, the
underlying stability of the rapidly growing cash flow streams
generated by Blue Racer's asset base, the high growth prospects
afforded by the location of the company's assets located largely
in the liquids-rich Utica Shale and the prospects for deleveraging
over the medium term through the generation of incremental EBITDA.
Blue Racer's integrated midstream business is significantly
supported by contractual commitments from its customers, with over
80% of total revenues generated on a fee for service basis.
Contract obligations are backed by acreage dedications, minimum
volume commitments and demand payments, and are generally long
term in nature. The relatively higher quality and stability of the
underlying cash flow streams helps support incremental debt
capacity.

Blue Racer is a 50/50 partnership established in November 2012
between Dominion Resources, Inc. (Dominion, Baa2 stable) and
Caiman Energy II, LLC, (Caiman, unrated) a private equity backed
investor in midstream energy. Caiman is 58.4% owned by Williams
Partners LP (WMZ, Baa2 stable). Dominion contributed its existing
midstream gathering and processing assets to the partnership while
Caiman contributed approximately $713 million in cash equity
capital through the 2014 equalization of the partnership. Blue
Racer provides gathering, processing, fractionation, and natural
gas liquids (NGLs) transportation and marketing services to
natural gas producers in the Utica shale. The company's focus area
covers the liquids rich portions of the southern Utica and
southwestern Marcellus, which are among the most attractive
natural gas shale plays in the US. The Utica shale is currently
producing approximately 1.5 billion cubic feet (bcf) of natural
gas per day and is expected to increase to over 5 bcf per day by
the end of the decade as infrastructure bottlenecks are relieved
by midstream providers such as Blue Racer.

The contribution of Dominion's existing pipeline network has
positioned Blue Racer as a leading midstream operator in the Utica
shale. Blue Racer currently owns and operates almost 700 miles of
natural gas, NGL and condensate pipelines, 600 million cubic feet
(mmcf) per day of natural gas processing capacity and 47,000
barrels per day of fractionation capacity. Blue Racer is presently
undertaking an expansion which will increase its processing
capacity by two-thirds, increase its fractionation capacity by
160% and add another approximate 180 miles of pipeline capacity
through 2015. This approximate $1.4 billion capital investment
(comprised of projects under construction, board approved or
planned future investment) is backed by contractual commitments
that the company has indicated will increase the extent of its
fee-based revenues to approximately 96% of total revenues.

Blue Racer's SGL-3 Speculative Grade Liquidity Rating reflects
adequate liquidity through 2015, largely supported through the
company's $1.0 billion secured revolving credit facility. The
revolver has a scheduled August 2018 maturity date. Until LTM
EBITDA exceeds $152 million, availability under the revolver is
limited to 5.5x annualized EBITDA; pro forma for the proposed
notes offering, availability at October 31 approximated $726
million. The capacity limitation should expire by mid-2015. Blue
Racer anticipates distributing virtually all of its operating cash
flow after maintenance capital spending and debt service to its
partners.

The stable outlook reflects the stability of the contract-backed
cash flow stream accruing to Blue Racers midstream asset base.
Ratings could be upgraded presuming Blue Racer executes on its
growth program, EBITDA exceeds $200 million, leverage approaches
4x and fee-based margins are maintained over 80%. Ratings could be
downgraded should completion delays and/or cost overruns
materially erode growth projections or should debt leverage remain
over 5.5x.

The B3 rating assigned to Blue Racer's senior unsecured notes
reflects the subordination of the senior unsecured notes to Blue
Racer's $1.0 billion secured revolving credit facility's priority
claim to the company's assets. The size of the claims relative to
Blue Racer's outstanding senior unsecured notes results in the
notes being rated two-notches below the B1 CFR under Moody's Loss
Given Default Methodology.

The principal methodology used in these ratings was Global
Midstream Energy published in December 2010. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Blue Racer Midstream, LLC is a private partnership headquartered
in Dallas, Texas.


CCS MEDICAL: Moody's Withdraws Caa2 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings of CCS
Medical, Inc.

Ratings Rationale

Moody's has withdrawn the ratings because it believes it has
insufficient or otherwise inadequate information to support
maintenance of the ratings.

The following ratings were withdrawn:

  Corporate family rating, Caa2;

  Probability of default rating, Caa2-PD;

  First lien term loan due March 31, 2015, Caa2 (LGD3);

  Second lien term loan due March 31, 2016, Caa3 (LGD5).

  Outlook, changed to withdrawn from negative

CCS Medical, Inc., based in Farmers Branch, Texas, specializing in
the supply of diabetes monitoring equipment and other chronic-care
supplies, is one of the larger suppliers in a highly fragmented
and competitive mail-order supply sector. CCS Medical is largely
owned by Highland Capital Management, LP.


CLIFFSIDE INN: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cliffside Inn LLC
           aka Quality Inn
        4328 William Wilson Freeway
        Harpers Ferry, WV 25425-4047

Case No.: 14-01222

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 4, 2014

Court: United States Bankruptcy Court
       Northern District of West Virginia (Martinsburg)

Judge: Hon. Patrick M. Flatley

Debtor's Counsel: Thomas H. Fluharty, Esq.
                  THOMAS H. FLUHARTY
                  408 Lee Avenue
                  Clarksburg, WV 26301
                  Tel: (304) 624-7832
                  Fax: 304-622-7649
                  Email: THFDEBTATTY@wvdsl.net

Total Assets: $3.64 million

Total Liabilities: $4.84 million

The petition was signed by Ronald Marcus, member.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wvnb14-01222.pdf


COPENHAVER INC: Reaches Settlement With ERISA Plaintiffs
--------------------------------------------------------
Senior District Judge Joe Billy McDade granted preliminary
approval of a settlement in the ERISA action captioned as, JOSEPH
KOERNER and FRANK ZACHMAN, Plaintiffs, v. JOHN L. COPENHAVER,
CANDICE M. ROGERS, FREDERICK C. HARDMAN, CAROL DIETZ IN HER
CAPACITY AS PERSONAL REPRESENTATIVE OF THE ESTATE OF W. RONALD
DIETZ, ESTATE OF ROBERT EDDY, Deceased, ALLAN W. DEVINE, DALE S.
STRASSHEIM, COPENHAVER, INC., d/b/a W.M. PUTNAM COMPANY, and
LYNETTE EDDY, Defendants, Case No. 12-1091 (C.D. Ill.).

Judge McDade said the Settlement is sufficient to warrant the
issuance of notice to present and former participants in the
Employee Stock Option Plan, whose rights would be affected by the
Settlement.

A so-called fairness hearing is scheduled for January 12, 2015 at
1:00 pm.

Plaintiffs Joseph Koerner and Frank Zachman filed this action in
March 2012. The lawsuit alleges that the six individual Defendants
breached fiduciary duties to the W.M. Putnam Company's Employee
Stock Option Plan by engaging in or approving a prohibited
transaction.  The transaction in question concerns Defendants
Copenhaver and Dietz's sale of 60,000 shares of the Company's
common stock to the ESOP.  The shares fell in value from 2001 to
2005 and again from 2008 to 2011.

On July 23, 2008, Copenhaver and Dietz sold the block of stock to
the ESOP for $3.4 million. The transaction was financed by the
Company, which borrowed $3.4 million from a commercial bank and
loaned the cash to the ESOP, which paid the selling shareholders
the full purchase price. The ESOP then executed a promissory note
payable to the company for the full amount it borrowed plus
interest. The promissory note was secured by the 60,000 shares of
Putnam stock it purchased, and was payable over 10 years. The ESOP
made installment payments from deductible contributions to the
ESOP each year.

The Complaint primarily challenges two aspects of the transaction.
It alleges that the purchase price the ESOP paid to Defendants was
too high because it was based upon a valuation of the Company
developed using inaccurate data and unreasonable future cash flow
projections. Second, it alleges that a subsequent amendment to the
transaction removed key provisions put in place to protect the
value of pre-July 2008 shares. The Complaint alleges that the
approved transaction originally included a put price protection
plan that was designed to protect the interests of plan
participants who held shares of employer stock prior to July 23,
2008.  Under these distribution rules, plan participants entitled
to a cash distribution for shares allocated prior to July 23, 2008
were to receive the greater of the stock's fair market value or
$51.50. However, all stock allocated after July 23, 2008 was to be
valued at the stock's fair market value at the time of
distribution. The amendment allegedly removed the floor-price of
$51.50, and the cash distribution price per share for
grandfathered participants quickly dropped below the purported
floor price.

The Plaintiffs allege five causes of action based on this
transaction. They include claims for breach of fiduciary duty
under ERISA section 404, for violation of the prohibited
transaction statute under ERISA sections 406 and 408, for co-
fiduciary liability under ERISA section 406, and for violation of
the anti-cutback rule under ERISA section 204(g). They seek, on
behalf of the ESOP, a constructive trust and other monetary relief
against Defendants. Plaintiff Koerner brought a sixth claim
against three Defendants -- John L. Copenhaver, Carol Dietz in her
capacity as personal representative of the Estate of W. Ronald
Dietz, and the Company -- for retaliatory discharge under section
510 of ERISA.

The Defendants have denied liability for each of Plaintiffs'
claims. They argue that they complied with their ERISA duties with
respect to the transaction.  The Defendants hired an independent
trustee for the ESOP, Robert Eddy, and gave him authority to both
determine whether to proceed with the transaction and negotiate
the price on behalf of the ESOP. Eddy retained an independent
valuation firm and independent legal counsel to aide him in those
tasks, and concluded that the transaction was in the best
interests of and fair to the ESOP and its participants.

The Defendants also deny that there was ever any agreement to
provide a form of fixed price protection. Finally, Defendants
Copenhaver, Dietz, and the Company deny liability for violation of
section 510 of ERISA and argue that Plaintiff Koerner's position
at the Company was eliminated.  The Defendants also brought
counterclaims for defamation and false light invasion of privacy
against Koerner.

After engaging in document discovery throughout 2012, the parties
began to engage in settlement discussions. Their first settlement
conference with former Magistrate Judge Nan Nolan in Chicago was
unsuccessful. The parties then engaged in a period of settlement
discussions with former Magistrate Judge Byron Cudmore. Those
discussions were interrupted by the Company's Chapter 11
bankruptcy filing. Once the bankruptcy stay was lifted, the
parties resumed settlement discussions without the involvement of
Judge Cudmore. The proposed Settlement resulted from these
discussions.

The Settlement Agreement provides for a payment of $650,000,
inclusive of attorneys' fees for Plaintiff's Counsel, to be
deposited into a settlement account by the Defendants' Insurers
within fourteen days of final approval, on the condition that
$650,000 is available within the $1.0 million coverage limits
under the relevant insurance policy. If less than $650,000 is
available within the coverage limit, the settlement consideration
is to be the larger of $640,000 or the funds remaining within
Defendants' insurance policy.

The Plaintiffs' counsel may apply for an award of attorneys' fees
and costs from the Settlement Fund, with fees not to exceed
$197,994 and costs not to exceed $55,422. They may also apply for
an incentive award for Plaintiffs not to exceed $7,500 in the
aggregate.

The Settlement Agreement provides that Plaintiff Koerner will
receive $2,500 in settlement for his ERISA Section 510 retaliation
claim. The remainder of the settlement is to be distributed to all
participants in the ESOP whose accounts had vested as of July 23,
2008.

In exchange, the Settlement provides for general mutual releases
between the Plaintiffs and the Defendant, as well as their
attorneys, successors, assigns, and related parties. It is
conditioned on the Court's entry of a Bar Order, which will
dismiss all claims with prejudice and effectively prevent
Plaintiffs and other ESOP participants from bringing similar
claims against any of the Defendants in the future and Defendants
from bringing similar claims against Plaintiff Koerner in the
future.

A copy of the Court's Order and Opinion dated November 3, 2014, is
available at http://is.gd/9MFLj6from Leagle.com.

Frederick Hardman, Counter Claimant, is represented by:

     David G Lubben, Esq.
     DAVIS & CAMPBELL LLC
     401 Main St, #1600
     Peoria, IL 61602

Copenhaver, Inc., dba W.M. Putnam Company, an office supply
store, filed for Chapter 11 bankruptcy (Bankr. C.D. Ill. Case No.
13-72052) on Oct. 28, 2013, saying assets ranged from $500,001 to
$1 million; and debt ranged from $1 million to $10 million.  It is
represented by Matthew McClintock, Esq., at Goldstein &
McClintock, LLLP.  A copy of the petition is available at
http://bankrupt.com/misc/ilcb13-72052.pdf

Copenhaver describes its business as an outsourcer of premise-
related products and services for businesses, providing
furnishings, interior design, office products, brand management,
printing, and consulting services.  The Debtor is headquartered in
Bloomington, Illinois, and has provided its products and services
to a wide range of customers for more than 65 years.  A
significant loss of business from a key customer precipitated the
Debtor's bankruptcy filing.


COPENHAVER INC: Reaches Settlement With ERISA Plaintiffs
--------------------------------------------------------
Senior District Judge Joe Billy McDade granted preliminary
approval of a settlement in the ERISA action captioned as, JOSEPH
KOERNER and FRANK ZACHMAN, Plaintiffs, v. JOHN L. COPENHAVER,
CANDICE M. ROGERS, FREDERICK C. HARDMAN, CAROL DIETZ IN HER
CAPACITY AS PERSONAL REPRESENTATIVE OF THE ESTATE OF W. RONALD
DIETZ, ESTATE OF ROBERT EDDY, Deceased, ALLAN W. DEVINE, DALE S.
STRASSHEIM, COPENHAVER, INC., d/b/a W.M. PUTNAM COMPANY, and
LYNETTE EDDY, Defendants, Case No. 12-1091 (C.D. Ill.).

Judge McDade said the Settlement is sufficient to warrant the
issuance of notice to present and former participants in the
Employee Stock Option Plan, whose rights would be affected by the
Settlement.

A so-called fairness hearing is scheduled for January 12, 2015 at
1:00 pm.

Plaintiffs Joseph Koerner and Frank Zachman filed this action in
March 2012. The lawsuit alleges that the six individual Defendants
breached fiduciary duties to the W.M. Putnam Company's Employee
Stock Option Plan by engaging in or approving a prohibited
transaction.  The transaction in question concerns Defendants
Copenhaver and Dietz's sale of 60,000 shares of the Company's
common stock to the ESOP.  The shares fell in value from 2001 to
2005 and again from 2008 to 2011.

On July 23, 2008, Copenhaver and Dietz sold the block of stock to
the ESOP for $3.4 million. The transaction was financed by the
Company, which borrowed $3.4 million from a commercial bank and
loaned the cash to the ESOP, which paid the selling shareholders
the full purchase price. The ESOP then executed a promissory note
payable to the company for the full amount it borrowed plus
interest. The promissory note was secured by the 60,000 shares of
Putnam stock it purchased, and was payable over 10 years. The ESOP
made installment payments from deductible contributions to the
ESOP each year.

The Complaint primarily challenges two aspects of the transaction.
It alleges that the purchase price the ESOP paid to Defendants was
too high because it was based upon a valuation of the Company
developed using inaccurate data and unreasonable future cash flow
projections. Second, it alleges that a subsequent amendment to the
transaction removed key provisions put in place to protect the
value of pre-July 2008 shares. The Complaint alleges that the
approved transaction originally included a put price protection
plan that was designed to protect the interests of plan
participants who held shares of employer stock prior to July 23,
2008.  Under these distribution rules, plan participants entitled
to a cash distribution for shares allocated prior to July 23, 2008
were to receive the greater of the stock's fair market value or
$51.50. However, all stock allocated after July 23, 2008 was to be
valued at the stock's fair market value at the time of
distribution. The amendment allegedly removed the floor-price of
$51.50, and the cash distribution price per share for
grandfathered participants quickly dropped below the purported
floor price.

The Plaintiffs allege five causes of action based on this
transaction. They include claims for breach of fiduciary duty
under ERISA section 404, for violation of the prohibited
transaction statute under ERISA sections 406 and 408, for co-
fiduciary liability under ERISA section 406, and for violation of
the anti-cutback rule under ERISA section 204(g). They seek, on
behalf of the ESOP, a constructive trust and other monetary relief
against Defendants. Plaintiff Koerner brought a sixth claim
against three Defendants -- John L. Copenhaver, Carol Dietz in her
capacity as personal representative of the Estate of W. Ronald
Dietz, and the Company -- for retaliatory discharge under section
510 of ERISA.

The Defendants have denied liability for each of Plaintiffs'
claims. They argue that they complied with their ERISA duties with
respect to the transaction.  The Defendants hired an independent
trustee for the ESOP, Robert Eddy, and gave him authority to both
determine whether to proceed with the transaction and negotiate
the price on behalf of the ESOP. Eddy retained an independent
valuation firm and independent legal counsel to aide him in those
tasks, and concluded that the transaction was in the best
interests of and fair to the ESOP and its participants.

The Defendants also deny that there was ever any agreement to
provide a form of fixed price protection. Finally, Defendants
Copenhaver, Dietz, and the Company deny liability for violation of
section 510 of ERISA and argue that Plaintiff Koerner's position
at the Company was eliminated.  The Defendants also brought
counterclaims for defamation and false light invasion of privacy
against Koerner.

After engaging in document discovery throughout 2012, the parties
began to engage in settlement discussions. Their first settlement
conference with former Magistrate Judge Nan Nolan in Chicago was
unsuccessful. The parties then engaged in a period of settlement
discussions with former Magistrate Judge Byron Cudmore. Those
discussions were interrupted by the Company's Chapter 11
bankruptcy filing. Once the bankruptcy stay was lifted, the
parties resumed settlement discussions without the involvement of
Judge Cudmore. The proposed Settlement resulted from these
discussions.

The Settlement Agreement provides for a payment of $650,000,
inclusive of attorneys' fees for Plaintiff's Counsel, to be
deposited into a settlement account by the Defendants' Insurers
within fourteen days of final approval, on the condition that
$650,000 is available within the $1.0 million coverage limits
under the relevant insurance policy. If less than $650,000 is
available within the coverage limit, the settlement consideration
is to be the larger of $640,000 or the funds remaining within
Defendants' insurance policy.

The Plaintiffs' counsel may apply for an award of attorneys' fees
and costs from the Settlement Fund, with fees not to exceed
$197,994 and costs not to exceed $55,422. They may also apply for
an incentive award for Plaintiffs not to exceed $7,500 in the
aggregate.

The Settlement Agreement provides that Plaintiff Koerner will
receive $2,500 in settlement for his ERISA Section 510 retaliation
claim. The remainder of the settlement is to be distributed to all
participants in the ESOP whose accounts had vested as of July 23,
2008.

In exchange, the Settlement provides for general mutual releases
between the Plaintiffs and the Defendant, as well as their
attorneys, successors, assigns, and related parties. It is
conditioned on the Court's entry of a Bar Order, which will
dismiss all claims with prejudice and effectively prevent
Plaintiffs and other ESOP participants from bringing similar
claims against any of the Defendants in the future and Defendants
from bringing similar claims against Plaintiff Koerner in the
future.

A copy of the Court's Order and Opinion dated November 3, 2014, is
available at http://is.gd/9MFLj6from Leagle.com.

Frederick Hardman, Counter Claimant, is represented by:

     David G Lubben, Esq.
     DAVIS & CAMPBELL LLC
     401 Main St, #1600
     Peoria, IL 61602

Copenhaver, Inc., dba W.M. Putnam Company, an office supply
store, filed for Chapter 11 bankruptcy (Bankr. C.D. Ill. Case No.
13-72052) on Oct. 28, 2013, saying assets ranged from $500,001 to
$1 million; and debt ranged from $1 million to $10 million.  It is
represented by Matthew McClintock, Esq., at Goldstein &
McClintock, LLLP.  A copy of the petition is available at
http://bankrupt.com/misc/ilcb13-72052.pdf

Copenhaver describes its business as an outsourcer of premise-
related products and services for businesses, providing
furnishings, interior design, office products, brand management,
printing, and consulting services.  The Debtor is headquartered in
Bloomington, Illinois, and has provided its products and services
to a wide range of customers for more than 65 years.  A
significant loss of business from a key customer precipitated the
Debtor's bankruptcy filing.


DYNEGY INC: S&P Assigns 'B+' Rating on $5.1BB Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B+' issue rating
and '3' recovery rating to $5.1 billion aggregate in senior
unsecured notes issued by new and temporary Dynegy Inc.
subsidiaries Dynegy Finance I Inc. ($2.04 billion maturing from
2019 to 2024), and Dynegy Finance II Inc. ($3.06 billion maturing
2019 to 2024).  S&P also assigned its '3' recovery rating to the
debt, indicating "meaningful" (50% to 70%) recovery of principal
if a default occurs.  S&P also affirmed Dynegy's 'B+' corporate
credit rating and other debt ratings.  The outlook is stable.

Once the acquisitions are complete, Dynegy Finance I and Dynegy
Finance II will merge into Dynegy, and the notes will become a
Dynegy obligation.  S&P expects this to occur in late 2014 or
early 2015.

"The acquisitions will improve Dynegy's scale and market diversity
materially by adding a large footprint in the favorable PJM and
NePool power markets where Dynegy has limited presence," said
Standard & Poor's credit analyst Terry Pratt.

The stable outlook reflects S&P's conclusion that Dynegy will
complete the acquisitions under the planned capitalization profile
of new senior unsecured debt and equity issuance.

If Dynegy cannot complete either the Duke or ECP asset
acquisitions, then S&P would likely lower the corporate credit
rating to 'B'.

S&P do not contemplate any improvement in the rating in the
forecast period.  An upgrade would require another material
reduction in business risk or improvement in financial performance
-- likely of FFO to debt well above 12x.  S&P thinks these
developments are unlikely.


DYNEGY INC: Swings to Loss on Lower Generation Volumes
------------------------------------------------------
Maria Armental, writing for The Wall Street Journal, reported that
Dynegy Inc. swung to a third-quarter loss, hurt by lower
generation volumes, though results improved at its coal segment.
According to the report, the power giant, which emerged from
bankruptcy protection in late 2012, is bulking up its power plant
portfolio, buying 21 plants for $6.25 billion, a deal that company
officials said would boost generating capacity to about 26,000
megawatts and could triple earnings.

                          About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


FLAT OUT CRAZY: Wants Court to Dismiss Chapter 11 Case
------------------------------------------------------
Flat Out Crazy LLC and its debtor-affiliates ask the Hon. Robert
D. Drain of the U.S. Bankruptcy Court for the Southern District of
New York to dismiss their Chapter 11 bankruptcy proceedings.

According to the Debtors, they have reached a point where they
have accomplished all that can be achieved in these cases and have
determined that dismissal is in the best interests of their
estates and creditors.  The Debtors said, among other things, that
they:

     i) ran a highly successful, but contentious, sale process
        under significant time constraints resulting in the sale
        of substantially all of their Flat Top Grill and Stir
        Crazy assets to The HillStreet Fund IV, LP -- the Debtors'
        postpetition DIP financing lender and primary prepetition
        senior and junior secured lender; and

    ii) successfully resolved significant disputes with certain of
        their creditors, including HillStreet, creditors asserting
        PACA trust priority claims, and Vogen Funding L.P.

The Debtors noted the sales generated an aggregate purchase price
in excess of $10 million, of which approximately $6.7 million was
attributable to the Flat Top Assets and approximately $3.3 million
to the Stir Crazy Assets.  The purchase price was comprised of a
combination of cash, a credit against amounts owed to HillStreet
under the DIP financing facility and against HillStreet's
prepetition senior and junior secured claims, and the assumption
of certain  iabilities.

Pursuant to the asset purchase agreements between the Debtors and
HillStreet:

     a) the Carve-Out required under the Debtors' final DIP
        financing order was fully funded in cash;

     b) HillStreet assumed liability for the payment of all cure
        amounts for nonresidential real property leases and
        contracts to be assumed and assigned as part of the
        transaction and for various employee obligations; and

     c) the amount of secured prepetition and postpetition debt
        owing to HillStreet was reduced by approximately
        $6,722,000.

The Debtor stated although the asset sale maximized value, it did
not generate sufficient proceeds to satisfy all secured debt owing
to HillStreet or to pay all professionals retained by the Debtors
and the Committee in full.  Indeed, the professionals spent
significant amounts of time and effort and incurred substantial
fees and expenses in running the sale process, addressing creditor
disputes, and otherwise advising the Debtors and the Official
Committee of Unsecured Creditors but are only being compensated
for a fraction of the amounts actually incurred.  Since the
closing of the asset sale, the Professionals have incurred and
continue to incur additional professional fees and expenses for
which they will not be paid, the Debtors added.

The Debtors pointed out the issue of the payment of professional
fees was heavily disputed in the weeks leading up to the petition
date and during the opening weeks of the cases during which the
Debtors were trying to secure necessary DIP financing to fund
business operations and the sale process.

The Debtors said no property remains to be administered for the
benefit of creditors or which can be used to fund a plan of
liquidation and there is no further benefit to remaining in
Chapter 11.  As such, having consulted with the Committee and the
U.S. Trustee, the Debtors have determined that a dismissal is in
the best interests of their estates and creditors.

A hearing is set for Nov. 18, 2014, at 10:00 a.m. (Eastern) at
300 Quarropas Street, White Plains in New York, to consider the
Debtors' dismissal request.  Objections, if any, are due Nov. 10,
2014 at 4:00 p.m. (Eastern).

                      About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtor disclosed $24,339,542 in assets and $15,899,166 in
liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FLYING W SNOWMASS: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Flying W Snowmass, LLC
        50 N River Rd
        Snowmass, CO 81654

Case No.: 14-24969

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 4, 2014

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: ( ) 303-572-1010
                  Email: jweinman@epitrustee.com

Total Assets: $5.01 million

Total Liabilities: $4.06 million

The petition was signed by Mark Weida, member.


A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/cob14-24969.pdf


FREESCALE SEMICONDUCTOR: Fitch Raises Issuer Default Rating to B+
-----------------------------------------------------------------
Fitch Ratings has upgraded the Long-term Issuer Default rating
(IDR) for Freescale Semiconductor, Inc. to 'B+' from 'B-'.  The
Rating Outlook is Stable.  Fitch's actions affect $5.7 billion of
total debt.

The ratings and Outlook reflects Fitch's expectations for solid
intermediate-term operating performance, a strengthening FCF
profile from debt reduction and total leverage (total debt to
operating EBITDA) below 5x in the near term.

Fitch expects secular demand, including automotive unit and
content growth, China's 4G LTE infrastructure build-out, and
digitalization, will result in low- to mid-single digit revenue
growth beyond the near term and drive solid operating performance.
This follows double digit revenue growth anticipated for 2014,
enabled in part by share gains and the end to top line headwinds
from Freescale's legacy wireless business.

Fitch expects solid revenue growth and substantial operating
leverage from Freescale's lower fixed cost structure due in part
to past restructuring will sustain operating EBITDA margin in the
20%-25% range.  Higher research and development (R&D) investment
associated with the increasing complexity of Freescale's products
may constrain profit margin expansion but should drive future
reference design wins.

Fitch expects mid-cycle annual free cash flow (FCF) to exceed $250
million, driven by lower interest expense from debt reduction and
structurally higher operating EBITDA.  Freescale reduced debt by
more than $800 million since the beginning of 2014 with net
proceeds from a secondary equity offering and FCF, resulting in a
Fitch estimated $87 million reduction of interest expense.

Fitch expects annual FCF will be used primarily for further debt
reduction, including the company's recent announcement it will
reduce debt by an incremental $100 million during the current
quarter.  FCF also could be used for small bolt-on acquisitions
and Fitch believes the current rating incorporates capacity for
modest dividend payments to the equity sponsors.

Fitch expects total leverage at or below 5x in the near-term from
debt reduction and higher operating EBITDA, versus a Fitch
estimated 5.3x for the latest 12 months (LTM) ended October 3,
2014.  Operating EBITDA to interest expense should approach 4x in
the near term, up from a Fitch estimated 2.7x for the LTM ended
Oct. 3, 2014.  Fitch also expects FCF to total debt to exceed 5%
in 2015, up considerably from 1.5% in 2013.

KEY RATING DRIVERS

The ratings continue to reflect Freescale's:

   -- Leading share positions for embedded processors in markets
      characterized by longer product life cycles, including
      automotive microcontrollers (MCU), from which Freescale
      generates 25% of total revenues, and radio frequency (RF)
      power devices for mobile wireless infrastructure (12% of
      revenues);

   -- Secular growth in key end markets, including unit growth and
      increased content in automotive, proliferation of mobile
      devices and demand for bandwidth in networking, and
      increased connectivity for industrial, translating into low-
      to mid-single digit longer-term revenue growth;

   -- Strengthened FCF profile, driven by more stable revenues and
      lower interest expense from ongoing debt reduction.

Ratings concerns center on Freescale's:

   -- Significant exposure to automotive (approximately 40% of
      revenues) and wireless infrastructure end markets (more than
      30% of revenues), including the more project oriented China
      LTE infrastructure roll-out.  Both end markets are
      experiencing solid growth that Fitch anticipates will
      moderate in 2015;

   -- Long-term structural challenges growing market share due to
      incumbent supplier advantages associated with ongoing design
      collaboration, which at the same time fortify Freescale's
      customer relationships and leading market positions;

   -- Significant and increasing fixed investments in research and
      development (R&D) and, to a lesser extent, capital spending
      to maintain competitive technology roadmap.

RATINGS SENSITIVITIES

Positive rating actions could result from Fitch's expectations for
mid-cycle total leverage sustained below 4x, driven by:

   -- The use of FCF primarily for debt reduction;

   -- Solid operating performance from share gains and secular
      demand in key end markets, including automotive, industrial,
      medical and internet of things end markets; or

   -- Increased clarity around the potential for dividend payments
      to the equity sponsors.

Negative rating actions could occur from Fitch's expectations for
mid-cycle total leverage sustained above 5x, likely due to:

   -- Lower than anticipated revenue growth from customer market
      share losses or pressured automotive markets;

   -- Expectations for annual FCF sustained below $250 million; or

   -- The use of FCF for purposes other than debt reduction,
      including significant dividend payments.

Fitch believes Freescale's liquidity was sufficient as of Oct. 3,
2014.  It consisted of:

   -- $737 million of cash and short-term investments, of which
      $249 million is located inside the U.S.;

   -- $384 million available ($16 million in LOCs) under a $400
      million senior secured revolving credit facility due
      Feb. 2019.

Fitch's expectations for more than $250 million of annual FCF also
support liquidity.

Total debt was approximately $5.7 billion as of Oct. 3, 2014 and
consisted of:

   -- $2.7 billion senior secured term loan due March 2020:
   -- $785 million senior secured term loan due Jan. 2020;
   -- $500 million of 5% senior secured notes due 2021;
   -- $960 million of 6% senior secured notes due 2022;
   -- $473 million of 10.75% senior unsecured notes due 2020;
   -- $280 million of 8.05% senior unsecured notes due 2020.

The Recovery Ratings (RR) reflect Fitch's belief that Freescale's
enterprise value, and hence recovery rates for its creditors, will
be maximized as a going concern rather than liquidation scenario.
In estimating a distressed enterprise value, Fitch assumes post-
reorganization operating EBITDA of $750 million.  Fitch applies a
5x distressed EBITDA multiple to reach a reorganization enterprise
value of approximately $3.75 billion.

As is standard with Fitch's recovery analysis, the revolver is
assumed to be fully drawn and cash balances fully depleted to
reflect a stress event.  After reducing the amount available in
reorganization for administrative claims by 10%, Fitch estimates
the senior secured debt would recover 51% - 70%, equating to 'RR3'
Recovery Ratings.  The senior unsecured and senior subordinated
debt tranches would recover 0% - 10%, equating to 'RR6' Recovery
Ratings and reflect Fitch's belief that minimal if any value would
be available for unsecured note holders.

Fitch's upgrades Freescale's ratings as:

   -- Long-term IDR to 'B+' from 'B-';
   -- Senior secured bank revolving credit facility (RCF) to
      'BB-/RR3' from 'B/RR3';
   -- Senior secured term loans to 'BB-/RR3' from 'B/RR3';
   -- Senior secured notes to 'BB-/RR3' from 'B/RR3';
   -- Senior unsecured notes to 'B-/RR6' from 'CCC/RR6'.


GENERAL MOTORS: Fitch Assigns 'BB+' Rating on Sr. Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB+' to General Motors
Company's (GM) proposed issuance of senior unsecured notes.  The
existing Issuer Default Rating (IDR) for GM is 'BB+' and the
Rating Outlook is Positive.

KEY RATING DRIVERS

The proposed senior unsecured notes will be issued in three
series, due in 2025, 2035 and 2045.  The notes will be issued
under a supplement to the indenture that covers the company's
existing $4.5 billion senior unsecured notes that were issued in
2013.  GM intends to use proceeds from the proposed notes to fund
a portion of the planned redemption of its $3.9 billion in series
A preferred stock and for general corporate purposes.  GM can
redeem the series A preferred stock beginning Dec. 31, 2014, and
Fitch expects the company will redeem the shares on or shortly
after that date.

Although the proposed notes will result in a slight increase in
leverage, Fitch expects EBITDA leverage will remain below 1.0x and
relatively low for the rating category over the intermediate term.
Along with its recently upsized revolving credit facility,
proceeds from the proposed notes will also provide GM with some
additional liquidity as the company faces potentially significant
future cash costs tied to the various lawsuits and investigations
stemming from its ignition switch recall earlier this year and as
it continues its restructuring activities in Europe and in parts
of its International Operations segment.

GM's IDR continues to be supported by the company's low automotive
leverage, strong liquidity position, reduced pension obligations
and strengthened product portfolio, as well as the free cash flow
(FCF) generating capability of its automotive operations.  Also
incorporated into GM's ratings is the global diversity of its
business, including relatively strong market positions in key
developing markets, such as China and Latin America.

The Positive Outlook reflects the underlying trends in GM's core
business, including Fitch's expectation that the company's North
American profitability will rise over the intermediate term on a
combination of pricing growth and increased operational
efficiency.  GM's European operations appear to be on track to
meet or exceed the company's mid-decade break-even target, and its
Chinese joint ventures (JVs) continue to generate solid cash
dividends despite increasingly challenging market conditions.  The
funded status of GM's pension plans has improved materially over
the past several years, and Fitch expects the company's de-risking
efforts to reduce the plans' sensitivity to interest rates going
forward.

Although GM's operational performance continues to improve,
Fitch's remains concerned about the significant number of lawsuits
and investigations that have been launched following the company's
heavy recall activity earlier this year.  Although Fitch expects
the direct costs of the recalls to be substantial, they should be
manageable given GM's liquidity position.  However, the company's
ultimate exposure from the lawsuits and investigations is
currently unclear.  The greatest number of lawsuits is related to
alleged economic damages, particularly loss of vehicle value, but
dozens of other suits are related to claimed deaths or injuries.
Although the merits of the economic loss cases may be
questionable, the death and injury cases likely pose a greater
potential economic exposure to the company.  Some subset of the
death and injury cases may be settled through GM's ignition switch
victim compensation program, which would be viewed positively by
Fitch.  Beyond the lawsuits, 48 state attorneys general are
examining the recalls, as are the U.S. Securities and Exchange
Commission, the U.S. Congress, Transport Canada and others.

Fitch expects the various lawsuits and investigations will not be
fully resolved for several years, but more clarity may be gleaned
in the near term as the ignition switch victim compensation
program makes awards to eligible claimants.  As a condition for
accepting an award, eligible claimants agree not to sue the
company.  More clarity may also be revealed when the bankruptcy
court rules on the pre- versus post-petition status of a number of
the outstanding lawsuits.  A pre-petition ruling by the court
would remove GM's potential liability in those cases, but the
timing of any court decision is currently unclear.

RATING SENSITIVITIES

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

   -- Increasing the North American EBIT margin to near 10% on a
      sustained basis.
   -- Improving the profitability of the company's European
      operations.
   -- Sustained positive FCF generation, excluding unusual items.
   -- Increased clarification that the follow-on costs of the
      recalls can be managed while keeping automotive cash
      liquidity at $20 billion or higher.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

   -- A decline in cash liquidity below $20 billion for a
      prolonged period.
   -- Significant negative developments related to the recalls
      that result in a greater-than-expected cash outflow.
   -- A sustained period of negative FCF generation.
   -- A change in financial policy, particularly around
      maintaining high liquidity and low leverage.
   -- A need to provide extraordinary financial assistance to GMF
      in the case of a liquidity event at the finance subsidiary.

Following the actions, Fitch maintains these ratings on GM and its
subsidiaries with a Positive Outlook:

GM

   -- Long-term IDR 'BB+';
   -- Unsecured credit facility rating 'BB+';
   -- Senior unsecured notes rating 'BB+'.

General Motors Financial Company, Inc.

   -- Long-term IDR 'BB+';
   -- Senior unsecured debt 'BB+';
   -- Short-term IDR 'B'.

GMAC Bank GmbH

   -- Long-term IDR 'BB+';
   -- Senior unsecured debt 'BB+';
   -- Short-term IDR 'B';
   -- Commercial paper 'B'.

GMAC (UK) Plc

   -- Long-term IDR 'BB+';
   -- Short-term IDR 'B';
   -- Short-term debt 'B'.


GREAT WOLF: Moody's Rates New $120MM 2nd Sr. Secured Debt 'Caa2'
----------------------------------------------------------------
Moody's Investors Service revised the rating outlook of Great Wolf
Resorts Holdings, Inc. to stable from positive. The B3 Corporate
Family Rating and B3-PD Probability of Default Rating were
affirmed. Moody's also assigned a Caa2 rating to Great Wolf's
proposed $120 million second lien senior secured term loan. In
addition, Moody's upgraded the first lien senior secured term loan
to B2 from B3.

The change in outlook to stable reflects Moody's view that Great
Wolf's financial policy does not support maintaining debt to
EBITDA below 5.25 times, a level that would be necessary for a
higher rating. The upgrade of the first lien senior secured term
loan to B2 reflects the support that the first lien term loan
receives from the proposed $120 million second lien term loan in
accordance with Moody's Loss Given Default methodology. All
ratings are subject to receipt and review of final documentation.

The following ratings are upgraded assuming the successful closing
of the proposed transaction:

  $100 million guaranteed senior secured revolver due August 2018
  at B2, LGD 3 from B3, LGD 3

  $470 million first lien guaranteed senior secured term loan due
  July 2020 at B2, LGD 3 from B3, LGD 3

The following rating is assigned:

  $120 million second lien guaranteed senior secured term loan
  due November 2021 at Caa2, LGD 5

The following ratings are affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

Should the proposed transaction not close, the following ratings
would revert to:

  $100 million guaranteed senior secured revolver due August 2018
  at B3, LGD 3

  $470 million first lien guaranteed senior secured term loan due
  July 2020 at B3, LGD 3

Ratings Rationale

A portion of the proceeds from the proposed $150 million first
lien senior secured term loan add-on and proposed $120 million
second lien senior secured term loan will be used to repay Great
Wolf's $60 million Traverse City and Kansas City mortgage loan,
while the remainder will be used to finance a $200 million
dividend to Great Wolf's ultimate financial sponsor owner, Apollo
Global Management. Moody's estimates that the incremental debt
will increase pro forma debt to EBITDA to 7.5 times from 5.4 times
for the twelve months ended June 30, 2014. The affirmation of the
B3 Corporate Family Rating reflects Moody's expectation that Great
Wolf's increase in leverage will be temporary. Moody's expects the
earnings stream from the new location opened in New England along
with company's ability to leverage cost saving initiatives will
drive free cash flow generation which will be used repay debt and
reduce leverage. The affirmation acknowledges Moody's expectation
that, barring any further debt financed dividends, leverage will
fall to between 6.0 times and 6.5 times over the next twelve to
eighteen months, a level that is in line with the B3 Corporate
Family Rating.

The B3 CFR reflects Great Wolf's high leverage, modest coverage,
small scale, earnings concentration by property, limited
diversification, and high operating leverage given its fixed cost
base. The ratings also reflect Great Wolf's improved operating
performance as well as its solid brand recognition, continued
focus on cost reduction, good asset value relative to funded debt
levels, and good liquidity.

The stable outlook reflects Moody's view that Great Wolf's overall
operating performance should continue to improve through cost
saving initiatives and added earnings from the New England
property which will result in leverage falling to levels in line
with its B3 rating over the next twelve to eighteen months.

Assuming the transaction closes, Great Wolf's liquidity is good.
Moody's expect Great Wolf to fund all of its required cash needs
from internal sources and cash balances, including mandatory
amortization and maintenance capex. A continued focus on reducing
costs and greater focus on licensing agreements going forward
versus significant greenfield developments should also strengthen
free cash flow. However, 2013 saw capex well above recent levels
as Great Wolf refurbished existing properties and acquired land.
In 2014, capex will likely be above historic levels with the
completion of its New England property. Absent these growth
initiatives, annual maintenance capital expenditures are expected
to be manageable at around $10 million compared to depreciation of
about $46 million.

Great Wolf also has a $100 million revolving credit facility,
which significantly bolsters liquidity given its size and the
expectation that the facility will remain largely undrawn. The
company remains limited in its sources of alternate liquidity
outside of internal and facility sources. Should the proposed deal
not close, Great Wolf's liquidity will be constrained by its $60
million mortgage due January 2015. Great Wolf has sufficient
availability under the revolving credit facility to repay the
mortgage loan, however, that would pressure its liquidity profile
by reducing availability.

Factors that could result in a higher rating include a sustained
improvement in operating metrics and cost structure at existing
resorts and the addition of new resort properties and management
agreements that generate stronger earnings and debt protection
metrics. Specifically, an upgrade would require debt to EBITDA of
under 5.25 times and EBITDA minus capital expenditures to gross
interest above 2.25 times on a sustained basis. A higher rating
would also require a financial policy that supports credit metrics
remaining at these levels and good liquidity.

Factors that could result in negative ratings pressure include a
deterioration in operating metrics or inability to reduce costs at
existing resort properties or the absence of new revenue sources
through new management agreements or resort properties that caused
a sustained deterioration in credit metrics or liquidity.
Specifically, a downgrade could occur if debt to EBITDA remains
above 6.5 times and EBITDA less capex below 1.5 times over the
next twelve to eighteen months.

Great Wolf Resorts Holdings, Inc., owns, operates, and/or manages
hotel resort properties specializing in in-door water parks.
Annual revenues are approximately $325 million. GWR is owned by
affiliates of Apollo Management VII, LP.

The principal methodology used in these ratings was Global Lodging
& Cruise Industry Rating Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


HAHAHA CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Hahaha Corporation
        9001 Braddock Rd #320
        Springfield, VA 22151

Case No.: 14-14104

Chapter 11 Petition Date: November 4, 2014

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

Judge: Hon. Robert G. Mayer

Debtor's Counsel: Weon Geun Kim, Esq.
                  WEON G. KIM LAW OFFICE
                  8200 Greensboro Drive, Suite 900
                  McLean, VA 22102
                  Tel: (571)-278-3728
                  Fax: (703) 462-5459
                  Email: jkkchadol99@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jeong Joon Moon, president.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


HC2 HOLDINGS: S&P Assigns 'B' CCR & Rates Sr. Secured Notes 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Herndon, VA-based operating holding company HC2
Holdings Inc.  The rating outlook is stable.

At the same time, S&P assigned its 'B' issue rating and '4'
recovery rating to the company's proposed $250 million senior
secured notes.  The '4' recovery rating indicates S&P's
expectation for average (30%-50%) recovery in a payment default
scenario.

S&P's rating on HC2 reflects the company's weak asset diversity,
with portfolio concentration in two companies (Schuff
International Inc. and Global Marine Systems Ltd. [GMSL]); limited
financial flexibility, with significant asset value in controlled
companies; as well as a short track record, with the stated
investment strategy of seeking controlling equity stakes and
maintaining ownership over an extended time horizon.  S&P expects
coverage metrics will remain stretched and potentially volatile
over the next two years, given the company's asset profile and
limited track record.

"The stable rating outlook reflects our expectation for continued
weak asset diversity and stretched coverage metrics over the next
year," said Standard & Poor's credit analyst Robyn Shapiro.  "But
it also reflects our expectation for liquidity to remain adequate,
particularly given cash balances pro forma for the proposed note
issuance."

S&P expects a total debt service coverage ratio of about 1x in
fiscal 2015, and S&P anticipates dividend capacity at existing
portfolio companies could support coverage.

S&P could lower its ratings if HC2's liquidity profile weakens to
"less than adequate."  S&P believes this could occur if dividends
from the two main portfolio investments fall as a result of an
unexpected decline in operating performance at one or more
operating subsidiaries, because of project losses, for example.
Alternatively, this could occur if HC2 acquires companies that are
unable to pay consistent dividends, resulting in secured debt
coverage sustained below 1x.

S&P could raise its ratings if HC2 acquires companies that pay
consistent dividends, which would reduce the expected volatility
of the company's cash flow sources and would strengthen asset
diversity.  In this scenario, HC2 would need to maintain the total
debt service coverage ratio consistently above 2x.


INDEX RECOVERY: Claims Bar Date Set for November 28
---------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
set Nov. 28, 2014, as deadline for creditors of Index Recovery
Group LP to file proofs of claim, and April 21, 2015, for
governmental units to file their claims.

                    About Index Recovery Group

Index Recovery Group, LP, sought Chapter 11 protection (Bankr.
N.D.N.Y. Case No. 14-61434) in Utica, New York, on Sept. 2, 2014.
The Debtor disclosed total assets of $13.76 million and total
liabilities of $35.48 million.  Judge Diane Davis presides over
the case.  The Debtor is represented by Jeffrey A. Dove, Esq., at
Menter, Rudin & Trivelpiece, P.C.


INTERPROPERTIES HOLDING: Fitch Withdraws BB Issuer Default Ratings
------------------------------------------------------------------
Fitch Ratings has withdrawn these ratings of Interproperties
Holding:

Interproperties:

   -- Foreign currency Issuer Default Rating (IDR) 'BB';
   -- Local currency IDR 'BB'.

Interproperties Finance Trust (IFT):

   -- Foreign currency IDR 'BB';
   -- Local currency IDR 'BB';
   -- USD185 million senior secured notes 'BB'.

The withdrawal of the ratings follows the completion of a debt
refinancing.  The ratings for Interproperties, IFT, and the debt
instrument is no longer considered by Fitch to be relevant to the
agency's coverage.


KEMET CORP: Moody's Rates New Sr. Secured Notes Due 2019 'Caa1'
---------------------------------------------------------------
Moody's Investors Service rated KEMET Corp.'s new Senior Secured
Notes due 2019 at Caa1. Moody's affirmed the Caa1 Corporate Family
Rating ("CFR") but raised the outlook to positive. Proceeds from
the New Notes will be used to repay KEMET's $374 million of
existing 10.5% Senior Notes due 2018 and for financing costs.

Assignments:

Issuer: KEMET Corporation

   Senior Secured Regular Bond/Debenture (Local Currency),
   Assigned Caa1

   Senior Secured Regular Bond/Debenture (Local Currency),
   Assigned LGD4

Outlook Actions:

Issuer: KEMET Corporation

  Outlook, Changed To Positive From Stable

Affirmations:

Issuer: KEMET Corporation

  Corporate Family Rating (Local Currency), Affirmed Caa1

  Probability of Default Rating, Affirmed Caa1-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-4

  Senior Secured Regular Bond/Debenture (Local Currency) May 1,
  2018, Affirmed Caa1 (rating to be withdrawn upon closing of the
  New Notes)

Ratings Rationale

The change to a positive rating outlook reflects Moody's
expectation that KEMET's profitability will improve over the next
year as the company begins to capture the benefit of the past
several years of restructuring and vertical integration
activities. Moreover, the refinancing should result in a modest
improvement in KEMET's interest burden and pushes out KEMET's
largest block of debt by a year, which improves KEMET's liquidity
and financial risk profile.

The Caa1 CFR and SGL-4 Speculative Grade Liquidity rating reflect
Moody's belief that a liquidity pressure could emerge over the
next year as Moody's expect both significant near term financial
liabilities and only modest free cash flow due to the high
interest burden and the weak Film and Electrolytic ("F&E")
segment. These near term financial liabilities include the
remaining payments on the Niotan acquisition and payments on the
$20 million advance from an OEM ("OEM Advance"). The rating also
reflects the highly cyclical nature of the capacitors industry as
a whole. Supporting the rating is KEMET's market position as a key
competitor versus AVX and Vishay in the $1.7 billion tantalum
capacitors segment. Moody's expect KEMET will generate free cash
flow of up to $5 million over the coming year.

The rating could be upgraded if KEMET's restructuring efforts
indicate progress in reducing the cost base without compromising
KEMET's competitive position and business conditions improve, with
growing revenues and sustained positive free cash flow (FCF), such
that the ratio of FCF to debt (Moody's adjusted) is sustained
above the low single digits percent. Moreover, Moody's would
expect that KEMET will have built liquidity sufficient to cover
the cash needs posed by the remaining payments on the Niotan
purchase price and the OEM Advance leaving at least $50 million of
cash in excess of these potential near term demands.

The rating could be downgraded if the recent improvement to FCF
reverse such that Moody's believe that FCF will turn negative and
cash consumption will continue. Moody's may downgrade the rating
if Moody's believe that cash (including restricted cash related to
the OEM Advance) is on-course to decline below $50 million.

The principal methodology used in this rating/analysis was Global
Semiconducter Industry Methodology published in December 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.


LEIDOS HOLDINGS: Moody's Lowers Senior Unsecured Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service has downgraded the senior unsecured
ratings of Leidos Holdings, Inc. to Ba1 from Baa3 and concurrently
assigned a Corporate Family Rating of Ba1, a Probability of
Default Rating of Ba1-PD and a Speculative Grade Liquidity Rating
of SGL-2. The rating outlook continues at negative.

Ratings:

  Corporate Family, assigned at Ba1

  Probability of Default, assigned at Ba1-PD

  Senior unsecured notes to Ba1, LGD4 from Baa3

  Speculative Grade Liquidity, assigned at SGL-2

  Rating Outlook, Negative

Ratings Rationale

The downgrade to Ba1 reflects backlog declines with weaker credit
metrics expected and a more challenging execution path ahead.
Leidos' differentiation as a services contractor with capacity to
prime large, complex, single award services vehicles within the US
intelligence/defense communities (National Security Solutions
segment, comprising about 70% of annual revenues) supports the
rating. Established credentials and a diverse, highly cleared, and
technically well qualified labor pool underscore its strong
position. But this core business will probably continue declining
through 2016 with budget pressure and lower operational tempo.
Through 2016 Moody's expects that Leidos' debt/EBITDA ratio should
range at or above 3.5x, with EBIT/interest at a similar level--
sufficient but not robust metrics for the rating. Revenues will
likely decline by more than 10% in the 2015 fiscal year and a 5%
to 8% decline in the 2016 fiscal year seems probable as well.
Operating margins, before special charges, should slightly improve
based on the past year's cost actions.

The negative rating outlook recognizes low and unsteady operating
performance of Leidos' Health & Engineering segment (30% of
revenues), which had been expected to help offset the declining
national security business after the company's September 2013
spin-off transaction. Instead, special charges have continued, the
Health & Engineering segment has generated losses, and the
company's ability to meet its financial forecasts has suffered.
The underperformance both absorbs management's attention and
inhibits progress toward a more integrated, efficient
organizational structure. Achieving at least a steady segment
operating position will carry execution risk and likely entail
further restructuring work, improved marketing and segment
leadership enhancement.

Elevated potential for rating downgrade will continue until the
backlog trend improves and performance drag from Health &
Engineering lessens. Leidos' progress toward the broader
organizational and performance aims of its spin-off transaction
will likely remain constrained until the Health & Engineering
segment improves. Yet competition within the core national
security business line is rising as outlays decline, federal
acquisition practice reforms continue, mergers occur and operators
become more formidable.

The Speculative Grade Liquidity Rating of SGL-2 denotes good
liquidity. An unutilized $500 million revolving credit facility
and a lack of near term debt maturities are the overriding
reasons. Looser financial ratio covenant tests requirements
achieved through Leidos' recently executed credit facility
amendment should enable access to the full revolver commitment
level near-term. The cash balance is expected to remain around
$300 million near-term. If cash is expected to be carried at a
materially higher level, with ample covenant cushion, the SGL
rating could improve.

Stabilization of the rating outlook would depend on a higher and
steadier profit outlook, particularly for the Health & Engineering
segment, a firming backlog trend overall, confidence of management
team stability, and expectation that special charges will diminish
in frequency and severity. Accompanying outlook stabilization
would be likelihood of debt/EBITDA below 3.5x with annual free
cash flow of around $200 million. Downward rating pressure would
mount with continued backlog erosion, material special charges,
expectation of debt/EBITDA approaching 4x and annual free cash
flow of less than $200 million. Upward rating momentum, not
currently anticipated, would depend on rising backlog, expectation
of EBITDA margin nearing 12%, debt/EBITDA at or below 3x with $300
million or more of annual free cash flow. Expectation of a
balanced approach to shareholder returns would as well accompany a
rating upgrade.

The principal methodology used in this rating was Global Aerospace
and Defense Industry published in April 2014. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Leidos Holdings, Inc., is a defense/intelligence, engineering, and
health services provider. Moody's expects revenue for the fiscal
year ending January 31, 2015 to be between $4.8 billion and $5.1
billion, declining from revenue in the twelve months ended August
1, 2014 of $5.3 billion.


LENNAR CORP: Fitch Assigns BB+ Rating on New $350MM Sr. Notes
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Lennar Corporation's
(NYSE: LEN and LEN.B) proposed offering of $350 million of senior
notes due 2019.  This issue will be ranked on a pari passu basis
with all other senior unsecured debt.  Net proceeds from the notes
offering will be used for working capital and general corporate
purposes.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings and Outlook for Lennar reflect the company's strong
liquidity position and continuing recovery of the housing sector
this year and in 2015.  The ratings also reflect Lennar's
successful execution of its business model over many cycles,
geographic and product line diversity, and much lessened joint
venture exposure than was the case just a few years ago.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow during the past, severe industry downturn.
Additionally, Lennar steadily, substantially reduced its number of
joint ventures (JVs) over the last few years and, as a
consequence, has very sharply lowered its JV recourse debt
exposure (from $1.76 billion to $24.6 million as of Aug. 31,
2014).

In contrast to almost all the other public homebuilders Lennar was
profitable in fiscal 2010 and 2011 and the company was solidly
profitable in fiscal 2012 and 2013.  The company's gross margins
are consistently above its peers, and contributions from its
Rialto Investment segment have added to corporate profits in 2010,
2011, 2012 and 2013.

There are still some challenges facing the housing market that are
likely to moderate the early-to-intermediate stages of this
recovery.  Nevertheless, Lennar has the financial flexibility to
navigate through the sometimes challenging market conditions and
continue to broaden its franchise and invest in land and other
opportunities.

THE INDUSTRY

Housing metrics should increase in 2014 due to moderate economic
growth during the last three quarters of the year (prompted by
improved household net worth, industrial production and consumer
spending), and consequently some acceleration in job growth (as
unemployment rates decrease to 6.2% for 2014 from an average of
7.4% in 2013), despite somewhat higher interest rates, as well as
more measured home price inflation.

Single-family starts in 2014 are projected to improve 2.9% to
636,000 as multifamily volume grows 17.6% to 361,000.  Thus, total
starts this year should be just short of 1 million.  New home
sales are forecast to edge up almost 1.5% to 436,000, while
existing home volume is likely to decline 6% to 4.785 million due
to fewer distressed homes for sale and limited inventory.  New
home price inflation should moderate in 2014, at least partially
because of higher interest rates.  Average and median new home
prices should rise about 3.5% in 2014.

Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing economy throughout the year.
The unemployment rate should continue to move lower (5.8% in
2015).  Credit standards should steadily, moderately ease
throughout next year.  Demographics should be more of a positive
catalyst.  More of those younger adults who have been living at
home should find jobs and these 25-35 year olds should provide
some incremental elevation to the rental and starter home markets.

Single-family starts are forecast to rise about 18% to 750,000 as
multifamily volume expands about 7% to 386,000.  Total starts
would be in excess of 1.1 million.  New home sales are projected
to increase 18% to 515,000.  Existing home volume is expected to
approximate 5.025 million, up 5%.

New home price inflation should further taper off with higher
interest rates and the mix of sales shifting more to first time
homebuyer product.  Average and median home prices should increase
2.2%-2.7%.

Challenges remain, including the potential for higher interest
rates, and restrictive credit qualification standards.

IMPROVING FINANCIAL RESULTS AND CREDIT METRICS

Lennar's corporate revenues expanded 29.3% to $5,195.87 million
during the first nine months of 2014.  Homebuilding revenues
increased 30.5% to $4,696.94 million as home deliveries grew 11.2%
to 14,053 and the average selling price increased 14.7% to
$325,585.  Deliveries improved in each region.  The strongest
comparisons were reported for the East and West regions, up 11.1%
and 20.2%, respectively.  The housing gross profit margin also
reflected healthy improvement, growing 131 basis points (bps) to
25.28% during the first three quarters of 2014 - above peer
averages.  SG&A expense as a percentage of total homebuilding
revenues declined from 10.75% to 10.57% for the first nine months
of 2014.  The company reported homebuilding operating income of
$658.66 million for the first three quarters of 2014, up 50.1%.

Financial services revenues decreased 3.4% to $316.35 million with
lesser refinance activity, while segment profits dropped about 27%
to $49.90 million as a result of competitive pressures.  Rialto
Investments revenues expanded 79.7% to $142.20 million and
consisted primarily of securitization revenue and interest income
from Rialto Mortgage Finance (RMF), interest income associated
with the Rialto's segment's portfolio of real estate loans and
fees for managing and servicing assets.  Rialto had an operating
profit of $7.66 million for the first three quarters of 2014
(including $20.7 million of net loss attributable to non-
controlling interest) as compared to a year earlier profit of
$10.56 million (including $4.6 million of net earnings
attributable to non-controlling interest).  Lennar Multifamily
reported revenues of $40.39 million in 2014, up 204.9%.  The
segment operating loss slimmed from $10.44 million to $4.88
million.

The corporate pretax income advanced 46.1% to $591.84 million.
With a much higher (normalized) tax rate in 2014, net earnings
attributable to Lennar rose 24.7% to $393.59 million for the nine
months ended Aug. 31, 2014.  Debt-to-latest 12 months (LTM) EBITDA
was 4.4x at the end of the third quarter 2014, while interest
coverage was 3.9x.  Fitch expects further improvement in credit
metrics, with leverage approaching 4.0x and interest coverage
nearing 4.0x by the end of 2014.

Net unit orders and the value of orders expanded 13.7% and 24.9%
respectively, for the first nine months of 2014.  (Orders were up
23.1% in the third quarter of 2014.)  As of Aug. 31, 2014, unit
backlog increased 22.4% to 7,290 and the backlog average sales
price improved 5.5% to $339,736.  The value of backlog gained
29.1% to $2,476.67 million.

LIQUIDITY

The company's homebuilding operations ended the third quarter of
2014 with $542.24 million in unrestricted cash and equivalents and
$11.77 million in restricted cash.

At Aug. 31, 2014, Lennar had a $1.5 billion unsecured revolving
credit facility with certain financial institutions which includes
a $263 million accordion feature that matures in June 2018, $200
million of letter of credit facilities with a financial
institution and a $140 million letter of credit facility with a
different financial institution.  The proceeds available under the
credit facility, which are subject to specified conditions for
borrowing, may be used for working capital and general corporate
purposes.  The credit facility agreement also provides that up to
$500 million in commitments may be used for letters of credit.  As
of Aug. 31, 2014, there were $70 million of borrowings under the
credit facility.

The company's debt maturities are well-laddered, with about 17% of
its senior notes (as of Aug. 31, 2014) maturing through 2016.

Lennar's performance letters of credit outstanding were $240.7
million as of Aug. 31, 2014.  The company's financial letters of
credit outstanding were $181.1 million at the end of the third
quarter.  Performance letters of credit are generally posted with
regulatory bodies to guarantee its performance of certain
development and construction activities.  Financial letters of
credit are generally posted in lieu of cash deposits on option
contracts, for insurance risks, credit enhancements and as other
collateral.

HOMEBUILDING

The company was the second largest homebuilder in 2013 and
primarily focuses on entry-level and first-time move-up
homebuyers.  In 2013 and so far in 2014, approximately one third
of sales were to the first time buyer, half to first time move up
customers and the balance is a mix of second time move up, luxury
and active adult.  The company builds in 17 states with particular
focus on markets in Florida, Texas and California.  Lennar's
significant ranking (within the top five or top 10) in many of its
markets, its largely presale operating strategy, and a return on
capital focus provide the framework to soften the impact on
margins from declining market conditions.  Fitch notes that in the
past, acquisitions (in particular, strategic acquisitions) have
played a significant role in Lennar's operating strategy.

Compared to its peers, Lennar has had above-average exposure to
JVs during this past housing cycle.  Longer-dated land positions
are controlled off balance sheet.  The company's equity interests
in its partnerships generally ranged from 10% to 50%.  These JVs
have a substantial business purpose and are governed by Lennar's
conservative operating principles.  They allow Lennar to
strategically acquire land while mitigating land risks and reduce
the supply of land owned by the company.  They help Lennar to
match financing to asset life.  JVs facilitate just-in-time
inventory management.

Nonetheless, Lennar has substantially reduced its number of JVs
over the last eight years (from 270 at the peak in 2006 to 36 as
of Aug. 31, 2014).  As a consequence, the company has very sharply
lowered its JV recourse debt exposure from $1.76 billion to $24.6
million as of Aug. 31, 2014.  In the future, management will still
be involved with partnerships and JVs, but there will be fewer of
them and they will be larger, on average, than in the past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow.  In 2010, the company started to rebuild its
lot position and increased land and development spending.  Lennar
spent about $600 million on new land purchases during 2011 and
expended about $225 million on land development during the year.
This compares to roughly $475 million of combined land and
development spending during 2009 and about $704 million in 2010.
During 2012, Lennar purchased approximately $1 billion of new land
and spent roughly $302 million on development expenditures.  Land
spend totaled almost $1.9 billion in 2013, and development
expenditures reached about $600 million, double the level of 2012.
Total real estate spending in 2014 could be flat to up moderately
(perhaps $200 million) as Lennar incrementally focuses more on
development activities than on land spend.

The company was considerably more cash flow negative in 2013
($807.71 million) than in 2012 ($424.65 million).  Lennar is
likely to be much less cash flow negative in 2014, maybe half as
much as in 2013.

Fitch is comfortable with this real estate strategy given the
company's cash position, debt maturity schedule, proven access to
the capital markets and willingness to quickly put the brake on
spending as conditions warrant.

FINANCIAL SERVICES

Lennar's financial services segment provides mortgage financing,
title insurance and closing services for both buyers of its homes
and others.  Substantially all of the loans that the segment
originates are sold within a short period in the secondary
mortgage market on a servicing released, non-recourse basis.
After the loans are sold, Lennar retains potential liability for
possible claims by purchasers that the company breached certain
limited industry standard representations and warranties in the
loan sale agreements.  The company participates in mortgage
refinance activity, which periodically is consequential business.

During the first three quarters of 2014, Lennar's financial
services subsidiary provided loans to approximately 77% of its
homebuyers who obtained mortgage financing in areas where Lennar
offered services.  During that same period, the company originated
approximately 15,800 mortgage loans totaling $3.98 billion.

RIALTO

Lennar's Rialto segment was formed to focus on acquisitions of
distressed debt and other real estate assets utilizing Rialto's
abilities to source, underwrite, price, turnaround and ultimately
monetize such assets in markets across the United States.  Lennar
had a similar operation in the 1980s, LNR Property Corporation,
which was the vehicle used by the company to invest in and work
out large portfolios of distressed real estate assets purchased
from the government's Resolution Trust Corporation (RTC).  This
operation was subsequently spun-off as a separate publicly traded
company and was later acquired by Cerberus Capital Management.

Lennar's Rialto reportable segment is a commercial real estate
investment, investment management, and finance company focused on
raising, investing and managing third party capital, originating
and securitizing commercial mortgage loans, as well as investing
its own capital in real estate related mortgage loans, properties
and related securities.  Rialto utilizes its vertically-integrated
investment and operating platform to underwrite, diligence,
acquire, manage, workout and add value to diverse portfolios of
real estate loans, properties and securities, as well as providing
strategic real estate capital.  Rialto's primary focus is to
manage third party capital and to originate and sell into
securitizations commercial mortgage loans.  Rialto has commenced
the workout and/or oversight of billions of dollars of real estate
assets across the United States, including commercial and
residential real estate loans and properties, as well as mortgage
backed securities.  To date, many of the investment and management
opportunities have arisen from the dislocation in the United
States real estate markets and the restructuring and
recapitalization of those markets.  In July 2013, RMF was formed
to originate and sell into securitization five, seven and 10-year
commercial first mortgage loans, generally with principal amounts
between $2 million and $75 million, which are secured by income
producing properties.  This business is expected to be a
significant contributor to Rialto revenues, at least in the near
future.

Rialto is the sponsor of and an investor in private equity
vehicles that invest in and manage real estate related assets.
This includes:

   -- Rialto Real Estate Fund, LP that was formed in 2010 to which
      investors have committed and contributed a total of $700
      million of equity (including $75 million by Lennar);

   -- Rialto Real Estate Fund II, LP that was formed in 2012 with
      the objective to invest in distressed real estate assets and
      other related investments and that as of Aug. 31, 2014 had
      equity commitments of $1.3 billion (including $100 million
      by Lennar) and was closed to additional commitments;

   -- Rialto Mezzanine Partners Fund that was formed in 2013 with
      a target of raising $300 million in capital (including $27
      million committed by Lennar) to invest in performing
      mezzanine commercial loans that have expected durations of
      one to two years and are secured by equity interests in the
      borrowing entity owning the real estate assets.

Rialto also earns fees for its role as a manager of these vehicles
and for providing asset management and other services to those
vehicles and other third parties.

Lennar Multifamily

Since 2012, Lennar has become actively involved, primarily through
unconsolidated entities, in the development of multifamily rental
properties.  This business segment focuses on developing a
geographically diversified portfolio of institutional quality
multifamily rental properties in select U.S. markets.

As of Aug. 31, 2014, Lennar's balance sheet had $205 million of
assets related to the Lennar Multifamily segment, which includes
investments in unconsolidated entities of $92.9 million.  Lennar's
net investment in the Lennar Multifamily segment as of Aug. 31,
2014 was $159.5 million.  As of Aug. 31, 2014, the Lennar
Multifamily segment had interests in 19 communities with
development costs of approximately $1.1 billion, of which one
community was completed and operating, two communities were
partially completed and leasing, and 16 communities were under
construction.  The Lennar Multifamily segment also had a pipeline
of future projects totaling $3.9 billion in assets across a number
of states that will be developed primarily by unconsolidated
entities.

FIVEPOINT COMMUNITIES

FivePoint manages large, complex master planned communities in the
Western U.S., typically in a JV structure.  These include the
former military installation El Toro, the former Newhall Land and
Farming Company (just north of Los Angeles) and San Francisco's
Hunters Point.  These entities will not be generating meaningful
home deliveries for another few years.  At Great Park (El Toro),
the first phase of 726 homes is over 80% sold out and the second
phase of 1,000 home sites will begin to be sold to builders at the
beginning of next year.  The grand opening will be late spring
2015.  Lennar won two lawsuits which would have impeded the
development at Newhall Land and also won an appeal of a lawsuit
that challenged its environmental permit in the second quarter
2014.  Newhall continues to defend various legal challenges, but
its intent is to break ground in 2015.  Lennar is pre-selling
homes at the Shipyard, Candle Stick Park/Hunters Point, in San
Francisco.  About 250 homes are under construction and another 100
are scheduled to break ground in 2014.  The venture will begin
delivering these homes in 2015.  Lastly, at Treasure Island,
Lennar is designing homes and doing land development engineering
with an expectation to break ground in early 2016.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

Fitch would consider taking further positive rating actions if the
recovery in housing accelerates and Lennar shows steady
improvement in credit metrics (such as debt to EBITDA leverage
consistently less than 3x), while maintaining a healthy liquidity
position (in excess of $1 billion in a combination of cash and
revolver availability).

Conversely, negative rating actions could occur if the recovery in
housing dissipates and Lennar maintains an overly aggressive land
and development spending program.  This could lead to sharp
declines in profitability, consistent and significant negative
quarterly cash flow from operations, higher leverage and
meaningfully diminished liquidity position (below $500 million).

Fitch currently rates Lennar as:

   -- Issuer Default Rating 'BB+';
   -- Senior unsecured debt 'BB+'.

The Rating Outlook is Stable.


LENNAR CORP: Moody's Rates New $350 Unsecured Notes 'Ba3'
---------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Lennar
Corporation's proposed new $350 million of senior unsecured notes
due 2019, proceeds of which will be used for working capital and
general corporate purposes. In the same rating action, Moody's
affirmed Lennar's Ba3 corporate family rating, Ba3-PD probability
of default rating, and the Ba3 rating on the company's 10 existing
issues of senior unsecured and convertible senior notes due from
2015 to 2022. Moody's also raised Lennar's speculative grade
liquidity rating to SGL-1 from SGL-2. The rating outlook remains
positive.

The positive outlook reflects Moody's expectation that Lennar's
adjusted debt leverage will trend towards that of a Ba2-rated
homebuilder within the next 12 to 18 months while its other key
credit metrics, e.g., gross margins, interest coverage, and return
on assets, will continue to improve and, in some cases, exceed Ba2
levels.

The following rating actions were taken:

  Proposed new $350 million of senior unsecured notes due 2019,
  assigned Ba3, LGD4;

  Corporate family rating, affirmed Ba3;

  Probability of default rating, affirmed at Ba3-PD;

  Existing senior unsecured notes, affirmed at Ba3, LGD4 ;

  Existing convertible senior notes, affirmed at Ba3, LGD4;

  Existing senior unsecured shelf, affirmed at Ba3;

  Speculative grade liquidity assessment, raised to SGL-1 from
  SGL-2;

  Ratings outlook is positive.

Ratings Rationale

The Ba3 corporate family rating reflects the company's industry-
leading gross margins among the pure homebuilders; its strong
earnings performance; the near elimination of its formerly
outsized recourse joint venture debt exposure; and the substantial
tangible equity base. In addition, the company has successfully
managed its investments in new asset classes that are different
from, albeit related to, more traditional homebuilding activities.

At the same time, Lennar's ratings incorporate an adjusted pro
forma homebuilding debt leverage of approximately 53% as of August
31, 2014 that is stretched even for a Ba3; the expectation of
negative cash flow from operations over the next 12 to 18 months
as the company continues to feed its growth engine; the moderately
long land position; and its high proportion of speculative
construction. In addition, Lennar's propensity to invest in
different asset classes and structures compared to more
traditional homebuilders adds an element of added risk to the
company's credit profile. While these investments can and do
generate solid returns and cash, especially during growth periods,
they can also result in sizable write downs, considerable use of
management time, and cash drains, as the joint venture operations
did during the recent downturn.

Lennar's liquidity is supported by its $642 million unrestricted
cash position at August 31, 2014 (pro forma for the repayment of
$250 million of senior unsecured notes early in September and the
issuance herein of $350 million of senior unsecured notes), the
availability of about $1.14 billion under its $1.24 billion
committed senior unsecured revolving credit facility due 2018 (net
of $70 million drawn and $26 million of outstanding letters of
credit), and substantial headroom under its financial maintenance
covenants. The revolving credit facility requires the company to
maintain compliance, as of August 31, 2014, with minimum tangible
net worth of $2.15 billion, maximum net debt leverage of 65.0%,
and either a minimum 1.0x liquidity coverage of last 12 months
interest incurred or a trailing 12 months interest coverage of
1.5x.

The ratings could benefit if the company continues to generate
positive and growing net income, resumes growing its free cash
flow, continues to strengthen its liquidity, and, most
importantly, drives its adjusted debt leverage towards the 45%
level.

The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company begins generating negative net income;
impairments were again to rise materially; the company were to
experience even sharper-than-expected reductions in its trailing
12-month free cash flow generation; and/or adjusted debt leverage
were to exceed 60% on a sustained basis.

The principal methodology used in these ratings was Global
Homebuilding Industry published in March 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Founded in 1954 and headquartered in Miami, Florida, Lennar is one
of the country's largest homebuilders. The company operates in 17
states and specializes in the sale of single-family homes for
first-time, move-up, and active adult buyers under the Lennar
brand name. Lennar's Financial Services segment provides mortgage
financing, title insurance and closing services for both buyers of
the company's homes and others. Lennar's Rialto Investments
segment is a vertically integrated asset management platform
focused on investing throughout the commercial real estate capital
structure. Lennar's Multifamily segment is a national developer of
multifamily rental properties. Total revenues for the trailing 12
months ended August 31, 2014 were approximately $7.1 billion, and
consolidated pretax income was $869 million.


MARION ENERGY: Proposes Parsons Behle as Counsel
------------------------------------------------
Marion Energy, Inc., seeks approval from the Bankruptcy Court to
employ the law firm of Parsons Behle & Latimer as its counsel,
nunc pro tunc to the Oct. 31, 2014.

Pursuant to the parties' engagement agreement, the Debtor will pay
Parsons Behle its normal hourly rates and reimburse expenses from
a retainer on a monthly basis.

The current hourly rates charged by Parsons Behle for
professionals and paraprofessionals employed in its offices are:

         Billing Category                   Range
         ----------------                   -----
         Partners                        $260 to $495
         Special Counsel and Counsel     $295 to $450
         Associates                      $195 to $260
         Paraprofessionals               $110 to $155

The names, positions, and current hourly rates of the Parsons
Behle attorneys who may provide services to the Debtor in
connection with this chapter 11 case are:

  (a) J. Thomas Beckett (Partner-Bankruptcy), $465/hour;
  (b) Brian M. Rothschild (Associate-Bankruptcy), $260/hour;
  (c) Shane D. Hillman (Partner-Corporate), $295/hour;
  (d) Matthew D. Cook (Partner-Corporate / Finance), $275/hour;
  (e) Michael Malmquist (Partner-Environ./ Permitting), $370/hour;
  (f) Douglas Naftz (Associate-Environmental), $195/hour;
  (g) Nicole Griffin Farrell (Partner-Litigation), $265/hour;
  (h) Alissa M. Mellem (Associate-Litigation), $220/hour;
  (i) Ruth Hackford-Peer (Associate-Litigation), $195/hour; and
  (j) Marianne Dabel (Paralegal), $155/hour.

Prior to the Petition Date, Parsons Behle received $101,738.67
advanced from the Debtor as compensation for professional services
to be performed relating to the commencement and prosecution of
the chapter 11 case and for the reimbursement of reasonable and
necessary expenses incurred in connection therewith.  Also prior
to the Petition Date, the Debtor paid all amounts due and owing to
Parsons Behle for prepetition services.  The prepaid funds will be
held as an advance payment and applied monthly to costs and fees
(subject to a proposed 20% holdback) subject to periodic interim
allowance by the Court.

The Debtor believes that Parsons Behle is well qualified to
represent the Debtor in the chapter 11 case.  The firm's
attorneys, specifically J. Thomas Beckett and Brian M. Rothschild,
have represented parties in numerous hotly contested bankruptcy
matters of significant size, including the chapter 11 cases of
Utah 7000 (the Promentory Club) (UCC), Geneva Steel (UCC),
Yellowstone Mountain Club (UCC), Washington Mutual, Inc. (UCC),
Johns Manville (UCC), Nortel Networks, Inc. (UCC), General Growth
Properties, Inc. (UCC), Tribune Co. (bondholders), Apex Oil (post-
confirmation debtor), Infinia, Inc. (UCC), Rhodes Homes, Inc.
(UCC), Foamex (debtor), Mrs. Fields Famous Brands / TCBY (debtor),
McLean Industries (U.S. Lines) (debtor), Finley Kumble (trustee),
Cresset Powers Inc. (debtor), Halsey McLean Minor (debtor).

J. Thomas Beckett, shareholder of the firm, attests that Parsons
Behle and each of its attorneys are "disinterested persons," as
defined in 11 U.S.C. Sec. 101(14).

                       About Marion Energy

Marion Energy Inc. is a Texas corporation engaged in exploration
and production of natural gas in the State of Utah.  Marion's core
operation is a producing gas field located in Carbon and Emery
Counties, Utah (the "Clear Creek Field").  The company also holds
smaller, currently unproductive acreage positions in the Helper
and Roan Cliffs area near Helper, Utah (the "Helper Field").

Its parent is Australia-based Marion Energy Limited (ASX:MAE).
Marion Energy Limited -- http://www.marionenergy.com.au/--is
principally engaged in investment in oil and gas projects and the
identification and assessment of new opportunities in the oil and
gas industry in Texas, Utah and Oklahoma in the United States of
America.

Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr.
D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31,
2014.  The Debtor estimated assets and debt of $100 million to
$500 million.  The Debtor has tapped Parsons Behle & Latimer as
attorneys.


MARION ENERGY: Has $4.2-Mil. Financing From KM Custodians
---------------------------------------------------------
Marion Energy, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of Utah to obtain debtor-in-possession financing
of up to $4,200,000 from KM Custodians Pty Ltd.

The Debtor says the DIP Loan is necessary to enable the Debtor to
continue operations and to administer and preserve the value of
its estate as a going concern.  In general terms, the proceeds of
the DIP Loan are to be used as follows: (i) to pay fees, costs and
expenses of the DIP Lender, including payment of Lender's
reasonable attorney's fees and other out of pocket expenses; (ii)
to pay postpetition operating expenses of the Debtor incurred in
the ordinary course of business; (iii) to pay costs and expenses
of administration of the chapter 11 case, including payment of
approved professional fees, including attorney fees; and (iv) to
pay other amounts as specified in the budget.

The Debtor will grant the DIP Lender a perfected first-priority
security interest in all of its assets to secure the DIP Loan, and
will grant the DIP Lender a superpriority administrative claim.

Other salient terms of the DIP credit agreement are:

    * Commitment: KM Custodians agrees to make a loan to the
Debtor in the maximum principal amount of $4,200,000, with
advances in increments of $500,000.   The sum of $700,000 will be
advanced upon entry of an interim order.

    * Interest Rate: The Loan and each advance shall bear interest
at a rate of 14 percent per annum assessed on the basis of a year
of 360 days and will be payable for the actual number of days
elapsed (including the first day, but excluding the last).

    * Repayment: The Debtor unconditionally promises to pay KM
Custodians in cash the aggregate outstanding principal amount of
the Loan and all accrued, but unpaid interest and fees thereon on
the Termination Date.

    * Termination Date: "Termination Date" means the earliest to
occur of: (a) 270 days after the date on which the Debtor files
its Chapter 11 petition; (b) the effective date of a plan of
reorganization of Borrower, (c) the date that is 35 days after the
date of entry of the Interim DIP Order, in form and substance
reasonably acceptable to Lender, but only if the Bankruptcy Court
shall not have entered a the Final Dip Order on or before such
date, and (d) the acceleration of the Loan upon the occurrence of
an Event of Default.

                       About Marion Energy

Marion Energy Inc. is a Texas corporation engaged in exploration
and production of natural gas in the State of Utah.  Marion's core
operation is a producing gas field located in Carbon and Emery
Counties, Utah (the "Clear Creek Field").  The company also holds
smaller, currently unproductive acreage positions in the Helper
and Roan Cliffs area near Helper, Utah (the "Helper Field").

Its parent is Australia-based Marion Energy Limited (ASX:MAE).
Marion Energy Limited -- http://www.marionenergy.com.au/--is
principally engaged in investment in oil and gas projects and the
identification and assessment of new opportunities in the oil and
gas industry in Texas, Utah and Oklahoma in the United States of
America.

Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr.
D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31,
2014.  The Debtor estimated assets and debt of $100 million to
$500 million.  The Debtor has tapped Parsons Behle & Latimer as
attorneys.


MILLER AUTO: Seeks to Resolves Dispute With FFC and Committee
-------------------------------------------------------------
Miller Auto Parts & Supply Company Inc. and its debtor-affiliates
together with FFC LLC dba First Capital and the Official Committee
of Unsecured Creditors ask the U.S. Bankruptcy Court for the
Northern District of Georgia to approve the joint motion to enter
into an agreement regarding the use of cash collateral and to
obtain credit pursuant to Section 4001(d) of the Bankruptcy Code.

The Court will hold a hearing on Nov. 14, 2014, at 1:30 p.m., in
Courtroom 1201, United States Courthouse, 75 Spring Street, S.W.
in Atlanta, Georgia, to consider the motion and any objections.

According to the parties, the motion seeks to resolve potential
disputes and controversies including, among other things, a
provision in the final debtor-in-possession order that provides
that "In the event the Committee successfully challenges the
prepetition indebtedness or the prepetition liens in the
prepetition collateral, any proceeds or payments received by
First Capital and applied to the prepetition indebtedness pursuant
to paragraph 4 hereof shall be subject to disgorgement to the
extent such payments exceed the secured portion of First Capital's
prepetion indebtedness determined by the Court."

A full-text copy of the joint motion is available for free
at http://is.gd/3v0quK

                     About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No. 14-
68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and
Logan & Co. as claims and noticing agent.

The U.S. Trustee for Region 21 appointed three creditors of Miller
Auto Parts & Supply Company Inc. to serve on the official
committee of unsecured creditors.  The Committee selected Kane
Russell Coleman & Logan as its counsel.


NATIONAL CINEMEDIA: S&P Puts 'BB-' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed all its
ratings, including the 'BB-' corporate credit ratings, on
Centennial, Colo.-based National CineMedia Inc. (NCM) and its
operating subsidiary, National CineMedia LLC, on CreditWatch with
negative implications.

The CreditWatch placement is in response to the U.S. Department of
Justice (DOJ) filing a suit at the U.S. District Court in New York
to block NCM's acquisition of Screenvision Exhibition Inc. on the
basis that the combination would create a monopoly that would
cause advertisers to pay higher rates.  S&P believes that the
acquisition would have eased competitive pressure.

"In resolving the CreditWatch placement, we will monitor the DOJ's
lawsuit, its likely outcome on NCM's proposed acquisition of
Screenvision, and the likely implications for NCM's business
profile and credit quality," said Standard & Poor's credit analyst
Jeanne Shoesmith.  "In addition, we will assess the company's
ability to reduce its leverage to under 4x from the low to mid-4x
area."  Given NCM's dividend policy, the company would have to
grow EBITDA at a low- to mid-teens percent rate in 2015 to reduce
leverage below 4x, which may be difficult if competitive pressure
on advertising rates remains elevated.


NATIONAL RESPONSE: Moody's Affirms B2 Rating on New Term Loan
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 rating of National
Response Corp's ("NRC") upsized term loan add-on; the additional
proceeds were primarily used to fund the acquisition of Emerald
Alaska, LLC, an environmental, industrial, and emergency response
services provider, and to reduce revolver borrowing. Moody's also
affirmed NRC's B2 Corporate Family Rating and B3-PD Probability of
Default Rating. The outlook remains negative to reflect Moody's
uncertainty of a reversal of weaker than expected post-acquisition
performance by the company's UK operations and negative cash flow
in recent quarters.

Ratings Rationale

The company's rating is supported by Moody's expectation for the
company to generate 6-8% free cash flow to adjusted debt, adjusted
debt to EBITDA below 5.0x, and about 3.0x EBITDA to interest in
2015. The roughly 25% of revenue generated by stand-by oil spill
fees are predictable and high margin, while revenues related to
response collection activities are somewhat unpredictable (though
some work is required with some regularity) and typically generate
materially lower margins. Industrial cleaning work is mostly
predictable and generates higher margins. These credit metrics
offset the company's modest revenue scale ($230-250 million annual
revenue) and aggressive acquisition-driven growth history.
Competition is fairly high for most of the company's services
though Moody's notes that companies NRC's scale and larger are
taking share from local market competitors.

The company's liquidity is adequate as the cash balance was around
$8 million and the undrawn $15 million revolver join with cash
from operations to cover regular obligations. The revolver is
somewhat modestly sized compared to the company's revenue scale.

The negative outlook reflects uncertainty of the company's ability
to generate $10mm-15mm or higher annual free cash flow and for
EBITDA margins to remain well over 15%. Revenue can be somewhat
volatile from year to year on spill response. Demonstration of
free cash flow to adjusted debt over 5% and leverage below 5.0x
coupled with revenue trending over $200 million could lead to an
outlook change to stable.

Moody's adjusted leverage sustained over 5.0x, particularly due to
another debt funded acquisition, expectation for sustained break
even cash flow, or liquidity declining to $10 million could lead
to lower ratings. While the company's scale limits upward rating
migration, Moody's adjusted Debt/EBITDA sustained below 3.0x,
EBIT/interest coverage sustained above 4.0x, and positive free
cash flow to adjusted debt in the low double digits could lead to
higher ratings.

Ratings:

Affirmed:

  Corporate Family Rating: B2

  Probability of Detail Rating: B3-PD

  $15 million revolving credit facility: B2/LGD-3

  $191 million term loan (including additional $35 million):
  B2/LGD-3

Outlook: Negative

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

NRC US Holding Company, LLC ("NRC") is a global provider of
environmental, industrial, and emergency response solutions for
the marine transportation, oil and gas, chemical, industrial, and
rail transportation industries. Pro-Forma for the latest
acquisition, revenue generated in the twelve months ending
September 30, 2014, was about $250 million.


NCL CORP: Moody's Rates Proposed $680MM Sr. Unsecured Notes B2
--------------------------------------------------------------
Moody's Investors Service rated NCL Corporation Limited's (dba
Norwegian Cruise Line) proposed $680 million senior unsecured
notes due 2019 at B2. At the same time, Moody's affirmed
Norwegian's Ba3 Corporate Family Rating, Ba3-PD Probability of
Default Rating, and SGL-2 Speculative Grade Liquidity Rating. The
rating outlook remains stable.

The proposed $680 million senior unsecured notes along with the
proposed $350 million term loan B and $700 million increase in the
size of Norwegian's existing term loan A, and an equity issuance
of 20.3 million shares will be used to finance the $3.025 billion
acquisition of Prestige Cruises International, Inc. Prestige is
the parent company of Oceania Cruises Inc. and Seven Seas Cruises
S. DE R.L. As a part of this transaction, Prestige's existing debt
(excluding its new build ship debt) will be repaid and all the
existing ratings of Oceania Cruises Inc. and Seven Seas Cruises S.
DE R.L. will be withdrawn.

For NCL Corporation Limited:

Ratings assigned subject to receipt and review of final
documentation:

  Proposed $680 million senior unsecured notes due 2019 at B2,
  LGD 6

Ratings affirmed:

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3-PD

  Speculative Grade Liquidity Rating at SGL-2

  $625 million revolving credit facility due 2018 at Ba2, LGD 3

  Upsized $1.4 billion term loan A (originally $675 million) due
  2018 at Ba2, LGD 3

  Proposed $350 million term loan B at Ba2, LGD 3

  $300 million senior unsecured notes due 2018 at B2, LGD 6

Ratings Rationale

The affirmation of Norwegian's Ba3 Corporate Family Rating
reflects Moody's positive view of the Prestige acquisition given
the combined company's larger scale, greater operating leverage,
and increased diversification into the premium and luxury segments
of the cruise industry. Although

Norwegian will remain the third largest cruise company, its net
revenues will increase about 39% to about $3 billion pro forma for
the acquisition and the number of its ships will grow from 13 to
21. Norwegian's well known brand name -- Norwegian Cruise Line --
and the young age of its cruise ship fleet, enables the company to
effectively compete against its larger rivals, Carnival Corp
(Baa1, stable) and Royal Caribbean (Ba1, stable) . In addition,
the acquisition of Prestige will reduce Norwegian's reliance on
the heavily saturated Caribbean market from around 49% to about
43% going forward.

Pro forma for the acquisition, Moody's estimates that Norwegian's
debt to EBITDA is high at 5.8 times and EBIT to interest expense
is 2.9 times for the twelve months ended June 30, 2014. The
ratings considers Moody's view that Norwegian is committed to
reducing debt to EBITDA post acquisition. Moody's expects
Norwegian's debt to EBITDA to quickly improve driven by earnings
growth in the 12 to eighteen months following the acquisition.

The rating also considers the current promotional pricing
environment of the cruise industry as well as rising industry-wide
capacity that could dampen the pace of cruise price improvement.
However, the ratings incorporate Moody's favorable medium term
growth outlook for global leisure travel and the likelihood the
cruise industry will capture its share of this growth.

The stable outlook acknowledges Moody's view that Norwegian's is
committed to reducing debt to EBITDA after the acquisition. The
stable outlook reflects that Moody's expect Norwegian's earnings
will grow such that debt to EBITDA will fall below 5.25 times by
December 31, 2015.

Ratings could be upgraded should Norwegian sustain debt to EBITDA
below 4.5 times and EBIT to interest expense above 3.0 times so
long as the outlook for the cruise industry is stable. A ratings
upgrade would also require a financial policy that supports credit
metrics remaining at these levels.

Ratings could be downgraded should Norwegian operating performance
weaken or its financial policy change such that it is unlikely it
will reduce debt to EBITDA to below 5.25 times within eighteen
months of closing the Prestige acquisition or should EBIT to
interest expense decline below 2.0 times.

The principal methodology used in these ratings was Global Lodging
& Cruise Industry Rating Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


OWENS CORNING: Moody's Assigns Ba1 Rating on New $300MM Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Owens Corning's
proposed $300 million senior unsecured notes due 2024. The
proceeds from the proposed notes will be used to redeem
approximately $150 million of the company's $400 million senior
unsecured notes due 2016 and up to $105 million of the $250
million senior unsecured notes due 2019. Remaining proceeds will
be used for tender/make whole premium, and related fees and
expenses. The lower amount of remaining notes reduces refunding
risks when they come due. In related rating actions, Moody's
affirmed the company's Ba1 Corporate Family Rating and Ba1-PD
Probability of Default Rating. The rating outlook is stable.

The following ratings/assessments are affected by this action:

  Corporate Family Rating affirmed at Ba1;

  Probability of Default Rating affirmed at Ba1-PD;

  Senior unsecured notes affirmed at Ba1 (LGD 4);

  Senior unsecured shelf affirmed at (P)Ba1;

  Proposed senior unsecured notes assigned Ba1 (LGD 4);

  Speculative grade liquidity rating of SGL-2 is affirmed.

Ratings Rationale

Owens Corning's Ba1 Corporate Family Rating remains appropriate at
this time due to the company's business profile characterized by
scale and product diversity. All businesses are earnings
contributors. The insulation business is experiencing the greatest
increase in earnings with the rise in new home construction, the
primary driver of its revenues. With the prospect of improving
domestic end markets and better operating performance, key debt
credit metrics will become more supportive of the current rating
near the end of Moody's time horizon. Nevertheless, Owens
Corning's good liquidity profile characterized by its ability to
generate meaningful levels of free cash flow throughout the year
provides some counterbalance to its leveraged capital structure
and the financial flexibility to contend with the sluggish
European economy while pursuing growth initiatives.

Despite the credit strengths key debt metrics are currently weak
for the current ratings. Owens Corning is adding approximately $40
million of debt to its balance sheet, which is negligible relative
to company's current adjusted debt position of about $3.0 billion
(inclusive of Moody's adjustments for pension and lease
liabilities) at September 30, 2014. Hence, debt leverage will
remain around 4.0x as of September 30, 2014. Likewise, cash
interest savings of about $6 million on an annualized basis will
not have a material impact on interest coverage, measured as
EBITA-to-interest expense, which is 2.7x for the 12 months through
3Q14 (all ratios incorporate Moody's standard adjustments). While
the proposed transaction does lower refunding risks for Owens
Corning, Moody's views the proposed transaction as aggressive.
Owens Corning will pay a sizeable debt-financed redemption premium
for the notes in addition for related fees and expenses relative
to the expected reduction of future cash interest payments,
representing a payback period of approximately 7 years.

The assignment of a Ba1 to Owen Corning's proposed $300 million
senior unsecured notes due 2024 results from the notes ranking
pari passu with the company's other rated unsecured notes (and the
unrated revolving credit facility) in a recovery scenario. The
revolver and unsecured notes have identical guarantees, ranking in
the right of payments, and other terms and conditions. The Ba1
rating assigned to the unsecured notes is the same rating as the
corporate family rating. The unsecured notes are the preponderance
of debt in Owens Corning's capital structure.

The stable rating outlook incorporates Moody's view that Owens
Corning's better operating performance and good liquidity provide
some offset to its leveraged capital structure. Also, Owens
Corning's ability to generate meaningful levels of free cash flow
throughout the year and revolving credit availability provide some
counterbalance to leveraged capital structure and the financial
flexibility to contend with the sluggish European economy while
pursuing growth initiatives.

A rating upgrade is possible once Owens Corning is able to
generate significant earnings in each of its business segments.
Over time, EBITA-to-interest expense approaching 4.5x, and debt-
to-EBITDA sustained below 3.0x (all ratios incorporate Moody's
standard adjustments) would suggest potential for upwards ratings
movement. Higher levels of cash on hand and reduced borrowings
under the revolving credit facility could result in an improvement
in the company's speculative grade liquidity assessment.

Negative rating actions could occur if Owens Corning's operating
performance falls below Moody's expectations or if the company
experiences a weakening in financial performance due to a decline
in demand for its products. EBITA-to-interest expense remaining
below 3.0x, debt-to-EBITDA above 4.0x (all ratios incorporate
Moody's standard adjustments), or deterioration in the liquidity
profile could pressure the ratings. Large debt-financed
acquisitions or higher levels of share repurchases could stress
the ratings as well.

Owens Corning is a global producer of composites and building
materials systems. Products range from glass fiber used to
reinforce composite materials used in transportation, electronics,
marine, wind energy and other high-performance markets to
insulation and roofing used in residential, commercial and
industrial applications. Revenues for the 12 months through
September 30, 2014 totaled approximately $5.3 billion.

The principal methodology used in these ratings was Global
Manufacturing Companies published in July 2014. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


P2 UPSTREAM: S&P Affirms 'B' CCR & Revises Outlook to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on P2 Upstream Acquisition Co., and revised the
outlook to stable from negative.  S&P also affirmed the issue-
level ratings on the company's debt and left the recovery ratings
unchanged.

"The outlook revision reflects P2's ongoing reduction in leverage
since private equity sponsor Advent International acquired it in
October 2013," said Standard & Poor's credit analyst Jacob
Schlanger.  "However, while continued revenue and EBITDA growth
should enable further reductions, we still expect leverage to
remain high--above 6x--through 2017."

The ratings on P2 reflect its modest position in a narrow segment
of the global oil and gas (O&G) exploration and production (E&P)
software industry, competing with numerous companies, including
several much larger and long-established players in selected
domains and verticals.  These factors support S&P's business risk
assessment of "weak."  However, P2's suite of products, which
provides opportunities for cross-selling as well as the addition
of new customers in North America and abroad, partly offsets this
weakness.  Furthermore, its June 2013 acquisition of ISS Group
Limited should facilitate geographic expansion in Asia-Pacific
markets and enable operating efficiencies by combining P2's
business software with ISS' production operations systems, as well
as well as letting them serve mining and mineral companies.

The company provides products that address land management/
geological, finance/accounting, production reporting/operations,
and environmental/health/safety needs of major O&G companies as
well as independent, midsize, and national companies in the U.S.,
Canada, and abroad.  S&P views industry risk as "intermediate," in
line with its criteria for software and service companies in the
technology industry, and country risk as "very low," with 90% of
revenues coming from North America.


PARQ HOLDINGS: Moody's Assigns B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned ratings to Parq Holdings
Limited Partnership, consisting of a B3 corporate family rating
(CFR), B3-PD probability of default rating, Ba3 ratings to the
company's proposed first lien term loans, and a Caa1 rating to its
proposed second lien notes. The ratings outlook is stable. This is
the first time Moody's has assigned ratings to Parq.

Parq, owned by Paragon Gaming, Dundee Corporation and PBC Group,
is raising funds to develop a casino and hotel resort in downtown
Vancouver, British Columbia. Construction is expected to begin in
Q4/2014 and the property is expected to open in Q4/2016. EllisDon
Corporation and Tishman Construction Corporation will be the
general contractors and the hotel will be managed by Marriott
Hotels. Parq's owners hold the operating license on the Edgewater
Casino in downtown Vancouver. Edgewater's license will be
transferred to Parq upon opening.

Proceeds from the new term loans, notes and a Holdco PIK loan
(C$498 million in total), together with equity contribution from
Parq's owners (C$91 million), Facility Development Commissions,
Marriott key money and Edgewater Casino cash flows (C$72 million
in aggregate) will be used to fund construction costs (C$480
million), interest reserve (C$100 million), contingency, financing
and closing costs (C$52 million) and repay Edgewater's existing
debt (C$29 million).

Ratings Assigned:

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

  US$130 million (C$146 million) first lien term loan due 2020,
  Ba3

  US$45 million (C$50 million) first lien delayed draw term loan
  due 2020, Ba3

  US$200 million (C$224 million) second lien notes due 2021, Caa1

Outlook:

  Assigned as Stable

Ratings Rationale

Parq's B3 CFR primarily reflects risks related to the single
location, competition from rated peers, saturation of gaming
facilities in Vancouver, the potential for delays and cost over-
runs, and high pro forma leverage. These factors are mitigated by
the fixed price contract and adequate funding to complete the
project, attractive location, growing tourism in Vancouver, and
Marriott's brand strength. Leverage (adjusted Debt/EBITDA) after
the first year of operation will be around 8x but is expected to
fall towards 6.5x within 12 to 18 months thereafter.

While Parq has no external revolving credit facility, Moody's
considers liquidity to be adequate to fund the project given the
fixed price nature of the contract including guarantees from the
contractors, existence of the funded contingency, limited
completion guarantees from its owners, and access to Edgewater's
free cash flow from Q2-2014 through Q4-2016.

The outlook is stable and is based on Moody's expectation that the
project will be completed on time and on budget, and will allow
free cash flow to be generated for debt repayment in order to
reduce leverage to a level more supportive of the B3 CFR.

The rating will not be upgraded during the construction phase.
Once the project is completed and operating, upward rating
consideration will require leverage to be sustained below 5x and
EBIT/Interest above 2x. The rating will be downgraded if Parq
faces liquidity challenges, possible due to significant
construction delays or cost overruns. Also, the rating will be
downgraded if leverage is sustained towards 8x when the facility
is fully operational.

The principal methodology used in these ratings was Global Gaming
Industry published in June 2014. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Parq Holdings Limited Partnership plans to develop a casino in
Vancouver, British Columbia, adjacent to BC Place, that will have
600 slot machines and 75 table games, and two Marriott branded
hotels that will have a total of 517 rooms. Parq is owned 36%, 36%
and 28% respectively by Paragon Gaming, Dundee Corporation and PBC
Group.


RECYCLE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Recycle Solutions, Inc.
        1054 Kansas Street
        Memphis, TN 38106

Case No.: 14-31338

Chapter 11 Petition Date: November 4, 2014

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Hon. George W. Emerson Jr.

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  Email: snd@harrisshelton.com

Total Assets: $11.54 million

Total Liabilities: $6.39 million

The petition was signed by James Downing, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ----------------  ------------
American Express                   Company Expenses    $82,168

Arkansas Dept of                   Civil Penalty      $300,000
Envriomental Quality
5301 Northshore Drive
North Little Rock, AR 72118

Asics                                                  $41,530

Bluff City Commodity                                   $28,120

Bryce Corporation                                      $98,911

City of Memphis                                        $37,351

Dedicated Logistical                                   $60,915

Deere & Company                    Leases              $45,097

Duval Semi Trailers                                    $26,499

Farris Bobango Branan PLC                              $75,105

First Capital Equipment            Three Trailers     $144,197

First Industrial Realty Trust                          $46,737

Frito Lay, Inc.                                        $36,036

Glankler Brown, PLLC                                   $46,220

GM Logistics                                           $37,285

Grange Indemnity                                       $47,373

Phillips Lytle                                         $85,075

Shelby County Trustee                                  $50,108

Unified Waste Systems                                  $34,244

Wells Fargo                        Lease              $107,421


REICHHOLD HOLDINGS: Panel Balks at CDG Group's Professional Fee
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Reichhold
Holdings US Inc. and its debtor-affiliates objected to the
Debtors' request to employ CDG Group LLC to serve as the financial
advisor and investment banker to the Debtors.

The Committee specifically objects to the multi-level fee
structure that the firm would be entitled to receive in the event
that nothing more than the current proposed transaction is
consummated.  Under the terms of its proposed engagement
agreement, the firm is entitled to three fees:

    i) a sale transaction fee calculated as 1.75% of the first
       $100 million of aggregate Consideration and 2.25% of the
       aggregate consideration in excess of $100 million paid in
       connection with the sale;

   ii) a restructuring fee of $750,000; and

  iii) a monthly fee of $175,000 per month.

According to the Committee the application states that the firm
will credit 100% of the initial monthly fee received toward the
restructuring fee.  Importantly, the firm is only crediting a
single monthly fee against the restructuring fee, the Committee
added.

The Committee pointed out the restructuring fee proposal is
duplicative of the sale transaction fee and not necessary or
reasonable given the facts and circumstances of these cases as
currently before the Court and the parties.  The current
restructuring fee proposal is particularly problematic in these
cases because the proposed DIP and the sale and stalking horse
bid contemplated in the DIP are intricately intertwined, and the
Committee believes that approval of the DIP will likely render the
proposed sale to the junior DIP lender a fait accompli, the
Committee noted.

According to the Committee, the restructuring fee is, in effect, a
bonus on top of the sale transaction fee and the monthly fee that
the firm would otherwise be entitled to receive.

The Committee retained as counsel:

   Bonnie Glantz Fatell, Esq.
   Josef W. Mintz, Esq.
   BLANK ROME LLP
   1201 N. Market Street
   Wilmington, DE 19801
   Tel: (302) 425-6400
   Fax: (302)-425-6464
   Email: Fatell@BlankRome.com
          Mintz@BlankRome.com

        - and -

   Mark S. Indelicato, Esq.
   Mark T. Power, Esq.
   Janine Figueiredo, Esq.
   HAHN & HESSEN LLP
   488 Madison Avenue
   New York, New York 10022
   Tel: (212) 478-7200
   Fax: (212) 478-7400
   Email: mindelicato@hahnhessen.com
          mpower@hahnhessen.com
          jfigueiredo@hahnhessen.com

                          About Reichhold

Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, USA, is one of the
world's largest manufacturer of unsaturated polyester resins and a
leading supplier of coating resins for the industrial,
transportation, building and construction, marine, consumer and
graphic arts markets.  Reichhold -- http://www.Reichhold.com/--
has manufacturing operations throughout North America, Latin
America, the Middle East, Europe and Asia.

As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.  In 2013,
the companies generated $1.08 billion in net revenue, and as of
the year-to-date August 2014, $750 million in net revenues.

Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.

The Reichhold Companies are pursuing a sale transaction that has
two elements:

   (i) a consensual foreclosure by the holders of senior secured
notes on their security interests in the common and preferred
stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"), the
ultimate holding company of all of the non-debtor affiliates that
operate outside the U.S., and

  (ii) a purchase of certain assets of the Debtors by Reichhold
Holdings International B.V. through a credit bid pursuant to
Section 363 of the Bankruptcy Code.

Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.

Logan & Company is the company's claims and noticing agent.

The cases are assigned to Judge Mary F. Walrath.

The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.


SAMUEL WYLY: NY Judge Grants SEC's Bid for Temporary Asset Freeze
-----------------------------------------------------------------
District Judge Shira A. Scheindlin granted the request of the
Securities and Exchange Commission for a temporary asset freeze,
financial discovery, and an accounting of Samuel Wyly's and the
Estate of Charles Wyly's assets to preserve the SEC's ability to
enforce a final judgment.

This request was opposed by the Wylys, as well as eleven family
members whose assets were implicated by the request.  On October
19, while this application was pending, Sam Wyly filed a voluntary
Chapter 11 petition in bankruptcy court in the Northern District
of Texas.  On October 23, Caroline D. Wyly, the widow of Charles
Wyly and the primary beneficiary of the Charles Wyly probate
estate, also filed a voluntary Chapter 11 petition.

Bankruptcy counsel for Sam Wyly and Caroline Wyly contend that the
Chapter 11 filing automatically stays the SEC's proposed asset
freeze as to the properties of the bankruptcy estate.  The SEC
argues that the bankruptcy filing has no impact on the SEC's
request.  Finally, counsel for the Family Members join the Wylys'
arguments and further argue that the proposed asset freeze is too
broad in scope.

"I conclude that expedited discovery, preservation of financial
documents, and an accounting are necessary to enable the SEC to
ascertain the full extent of the Wylys' assets and determine which
of these assets would be subject to disgorgement," Judge
Scheindlin said.

Judge Scheindlin also held that the Family Members likely have no
legitimate claim to the assets to be frozen.  "Again, the only
assets encompassed by the temporary asset freeze are those that
have been funded, in whole or in part, by the IOM trusts or assets
that came directly from the Wylys during the course of the
litigation and the SEC investigation. . . . the IOM trusts made
distributions to the Family Members. To the extent that those
assets and distributions are now in the possession of the Family
Members and possibly commingled with other assets, I conclude that
these commingled assets have been 'inextricably intertwined' with
the profits traceable to the Wylys' violations of the securities
laws. As such, the Family Members may be enjoined from disposing
of these assets to ensure that they will be available upon entry
of a final judgment," the judge said.

The case is, Securities and Exchange COMMISSION, Plaintiff, v.
SAMUEL WYLY, and DONALD R. MILLER, JR., in his Capacity as the
Independent Executor of the Will and Estate of Charles J. Wyly,
Jr., Defendants, and CHERYL WYLY, EVAN ACTON WYLY, LAURIE WYLY
MATTHEWS, DAVID MATTHEWS, LISA WYLY, JOHN GRAHAM, KELLY WYLY
O'DONOVAN, ANDREW WYLY, CHRISTIANA WYLY, CAROLINE D. WYLY, MARTHA
WYLY MILLER, DONALD R. MILLER, JR., in his individual capacity,
CHARLES J. WYLY III, EMILY WYLY LINDSEY, JENNIFER WYLY LINCOLN,
JAMES W. LINCOLN, and PERSONS, TRUSTS, LIMITED PARTNERSHIPS, AND
OTHER ENTITIES KNOWN AND UNKNOWN, Relief Defendants, No. 10-CV-
5760 (SAS)(S.D.N.Y.).  A copy of the Court's November 3, 2014
Opinion and Order is available at http://is.gd/rAjJaJfrom
Leagle.com.

Jennifer Lincoln is represented in the matter by:

     Kostas D. Katsiris, Esq.
     VENABLE LLP
     Rockefeller Center
     1270 Avenue of the Americas
     Twenty-Fourth Floor
     New York, NY 10020
     Tel: 212-370-6272
     Fax: 212-307-5598
     E-mail: kdkatsiris@Venable.com

                   About Samuel E. Wyly

Samuel E. Wyly filed for Chapter 11 bankruptcy protection on Oct.
19 in Dallas, Texas, weeks after a U.S. district judge in New York
ordered him to pay almost $200 million in a civil fraud case.  The
case is In re Samuel E. Wyly, 14-35043, U.S. Bankruptcy Court,
Northern District of Texas (Dallas).


ST. JOHN'S RIVERSIDE: S&P Revises Outlook on 'B+' Rating to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on its 'B+'
rating on Yonkers Industrial Development Agency, N.Y.'s revenue
debt, issued for St. John's Riverside Hospital (SJRH), to stable
from positive.

The outlook revision reflects Standard & Poor's opinion of the
hospital's weak operating performance through the first half of
fiscal 2014, ended June 30, with SJRH reporting a $2.4 million
operating loss and a decrease in unrestricted reserves.

The rating service also affirmed its 'B+' rating on the debt.

"We could lower the rating based on sustained operational pressure
with consistent negative earnings and debt service coverage below
1.5x.  We could also lower the rating if liquidity were to
decrease from current levels," said Standard & Poor's credit
analyst Margaret McNamara.  "We could raise the rating if the
system were to experience significant improvement in unrestricted
reserves with days' cash on hand exceeding 50 days', coupled with
management's ability to return operations to levels we consider
more consistent with fiscal 2013 performance."

Standard & Poor's understands management partially attributes the
weaker performance to the inclement weather during the first-
quarter of the year, the softer-than-expected volume, and the
reimbursement pressure from Federal and state levels.  While
Standard & Poor's understands management has initiated several
cost-reduction measures, several financial metrics did not meet
the rating service's expectations.  Standard & Poor's, however,
believes the hospital has made good progress over the past several
fiscal years toward improving its financial profile after a long
period of financial distress.

A gross receipt pledge of St. John's and a mortgage on the
facility secure the bonds.


STANDARD PACIFIC: Moody's Rates Proposed $300MM Unsecured Notes
---------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
Standard Pacific Corp. at B1 and the Probability of Default Rating
at B1-PD. Concurrently, Moody's assigned a B1 rating to the
company's proposed $300 million senior unsecured notes and
affirmed the existing unsecured notes at B1. The Speculative-Grade
Liquidity ("SGL") assessment was affirmed at SGL-2. The rating
outlook is stable.

The proceeds from the proposed note offering are expected to be
used toward general corporate purposes which will include land
purchases.

The following rating actions were taken:

  Proposed $300 million senior unsecured notes due 2024, assigned
  B1 (LGD4);

  Corporate Family Rating, affirmed at B1;

  Probability of Default Rating, affirmed at B1-PD;

  Senior unsecured notes, affirmed at B1 (LGD4);

  Senior unsecured and senior subordinated shelf ratings,
  affirmed at (P)B1/(P)B3;

  Speculative-Grade Liquidity Rating, affirmed at SGL-2.

All of Standard Pacific's debt is guaranteed by its principal
operating subsidiaries.

Ratings Rationale

The B1 Corporate Family Rating reflects a continued improvement in
Standard Pacific's credit metrics. Moody's projects that by the
end of 2015 homebuilding debt/homebuilding book capitalization
will be below 50% and Homebuilding EBIT/ (Interest Expense +
Capitalized Interest) will be above 4x. Both of the metrics are
strong for the rating category. Additionally, the rating is
supported by Standard Pacific's market position as exemplified by
its attractive product portfolio and buyer profile (move-
up/luxury). Partly because of its market position and product
portfolio, Standard Pacific's returns are driven more by home
price appreciation than on volume increase. The company's average
sales price is well over $450,000 whereas the average for all the
rated builders is below $390,000. In particular, in California,
where the company derives a significant amount of its earnings,
ASP is slightly above $600,000 but home prices can reach over $1.4
million. In addition, the rating takes into account Standard
Pacific's gross margins, which are among the best in the industry,
and the company's good liquidity profile.

At the same time, the rating is constrained by the expectation of
negative cash flow from operations, as Standard Pacific continues
to invest in land. The rating is also constrained by the company's
limited geographic diversification as California and Florida make
up a large majority of the company's sales. However, recently, the
exposure to these two states has declined to some extent as the
company continues to expand throughout the United States.

The stable ratings outlook considers the expected improvement in
Standard Pacific's credit metrics as the recovery in the
homebuilding industry continues to take place.

The ratings could improve if the company were to maintain its
profitability and solid liquidity, grow its tangible equity base,
and reduce and maintain debt leverage below 50%.

The ratings could be downgraded if adjusted homebuilding debt-to-
capitalization increases and is projected to be maintained above
55%. Deterioration in liquidity including a significant decline in
its cash reserves caused by operating losses or sizeable
investment could also pressure the ratings. Additionally, debt
financed dividend payments could lead to a ratings downgrade.

Headquartered in Irvine, California and begun in 1965, Standard
Pacific Corp. constructs and sells single-family attached and
detached homes focusing on the move-up market. The company has
homebuilding operations in California, Texas, Arizona, Colorado,
Florida, North Carolina, and South Carolina. The company's
revenues for the last twelve months ended September 30, 2014 were
$2.26 billion.

The principal methodology used in this rating was the Global
Homebuilding Industry published in March 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


STOCKTON, CA: CalPERS a Big Winner in City's Bankruptcy
-------------------------------------------------------
Michael Aneiro, writing for The Wall Street Journal, reported that
Moody's Investor Service released a report calling U.S. Bankruptcy
Judge Christopher Klein's decision in Stockton, California's
Chapter 9 case "credit-positive" for the California Public
Employees Retirement System (CalPERS) "because it likely sets a
precedent that pensions will enjoy better treatment than debt in
California Chapter 9 cases."

According to the Journal, Moody's says any pension cuts in
Stockton "would not have materially impacted CalPERS' financial
health because Stockton would have been obligated to pay a
substantial termination fee, although such a move "would have
stood as the first pension impairment in a California Chapter 9
bankruptcy and established a new landmark precedent."

                     About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.

                       *     *     *

The Troubled Company Reporter, on Sep. 26, 2014, reported that
Moody's Investors Service has affirmed the long-term ratings of
the city of Stockton's (CA) water and sewer enterprises' debts at
Ba1. Moody's have also changed the outlook on the city's water
bond rating to developing from stable, while the developing
outlook on the sewer system's rating remains the same.


TODD HERTZBERG: Court Tosses Suit by Trustee in Wife's Ch.7 Case
----------------------------------------------------------------
Todd Hertzberg and his former wife, Susan M. Hertzberg, are
debtors in separate bankruptcy proceedings.  Todd is a debtor-in-
possession in his Chapter 11 reorganization case (Bankr. W.D. Pa.
13-23753-JAD) commenced on September 3, 2013.  Susan filed her
Chapter 7 liquidation case (Bankr. W.D. Pa. Case No. 12-20888-GLT)
19 months earlier, on February 27, 2012.

Rosemary C. Crawford, the Chapter 7 Trustee, on behalf of Mrs.
Hertzberg's estate, sued Mr. Hertzberg to seek turnover of
$145,000 in retirement funds in Todd's possession, custody and
control.

As of his petition date, Mr. Hertzberg had $626,000 of Retirement
Funds in his possession, custody and control.  The adversary
proceeding concerns only $145,000 of such funds.

Mr. Hertzberg seeks dismissal of the Complaint, contending that
ownership of the $145,000 of Retirement Funds has always been
vested in Mr. Hertzberg, and not Mrs. Hertzberg. As such, Mr.
Hertzberg contends that the $145,000 of Retirement Funds never
constituted property of the bankruptcy estate of Mrs. Hertzberg,
and that the chapter 7 trustee fails to plead a cause of action
for turnover pursuant to 11 U.S.C. Sections 541 and 542.

The defendant also seeks to dismiss the Complaint because the
Complaint fails to identify any pre-bankruptcy "transfer" of the
Retirement Funds at issue. Absent an allegation of a "transfer" of
property, the Motion to Dismiss contends that the chapter 7
trustee fails to state a claim under the Bankruptcy Code's
fraudulent transfer provisions found at 11 U.S.C. Sections 548 and
550 and state law fraudulent transfer statutes found at 12 Pa.C.S.
Sections 5101-5110 et seq.

The defendant further seeks dismissal of this adversary
proceeding, contending that the claims of the chapter 7 trustee
are stayed by the statutory injunction found in the Bankruptcy
Code's automatic stay provisions of 11 U.S.C. Sec. 362(a).
Alternatively, the debtor-in-possession in this case seeks to
compel the chapter 7 trustee of the bankruptcy estate of Mrs.
Hertzberg file a more specific pleading.

On August 11, 2014, the Court heard oral argument on the Motion to
Dismiss. Thereafter, the parties filed supplemental briefs along
with various documents attached to them on September 18 and 22,
2014.

In a November 4, 2014 Memorandum Opinion available at
http://is.gd/JiknmHfrom Leagle.com, Bankruptcy Judge Jeffery A.
Deller ourt concludes that (a) the chapter 7 trustee has stated a
claim for turnover of $145,000 of the Retirement Funds, and (b)
the chapter 7 trustee has not stated a claim for relief as to
causes of action sounding in fraudulent transfer (whether under
the Bankruptcy Code or applicable state law). As a result, the
debtor-in-possession's Motion to Dismiss shall be denied as to the
chapter 7 trustee's cause of action for turnover pursuant to 11
U.S.C. Sections 541 and 542. The debtor-in-possession's Motion to
Dismiss, however, shall be granted (without prejudice to the
chapter 7 trustee's ability to re-plead) with respect to the
plaintiff's fraudulent transfer causes of action. In addition, the
automatic stay is annulled for purposes of the commencement,
litigation, trial, and appeal (if any) of this adversary
proceeding.


TRANSFIRST INC: Moody's Lowers Rating on New 1st Lien Debt to B2
----------------------------------------------------------------
Moody's Investors Service lowered the rating for TransFirst,
Inc.'s proposed first lien credit facilities to B2, from B1, and
affirmed all other existing ratings, including the B3 Corporate
Family Rating (CFR), B3-PD Probability of Default Rating, and the
Caa2 ratings for the company's second lien credit facilities. The
downgrade of TransFirst's first lien debt rating reflects changes
in the company's proposed financing structure in connection with
its acquisition by funds affiliated with Vista Equity Partners.
The ratings have a stable outlook.

Ratings Rationale

TransFirst's revised capital structure contemplates an increase in
the first lien credit facilities by $35 million to $700 million
and a reduction in the second lien term loan by $15 million to
$320 million relative to the initially proposed recapitalization
plan. The new financial sponsor will now contribute $20 million
less equity under the revised recapitalization plan. In accordance
with its Loss Given Default methodology, Moody's lowered
TransFirst's first lien debt ratings to B2 from B1, to reflect a
lower proportion of junior debt cushion represented by the second
lien term loans in the revised capital structure. TransFirst's
closing leverage will only modestly increase (by 0.2x total debt
to EBITDA) as a result of an increase in total funded debt by $20
million in the new capital structure.

The B3 CFR reflects TransFirst's elevated financial risk profile,
including high leverage and limited free cash flow relative to
increased levels of debt, and high financial risk tolerance under
financial sponsors. TransFirst's total debt to EBITDA at the close
of the acquisition is expected to be 7.6x (Moody's adjusted),
including incremental EBITDA that the company expects to realize
over the next 12 months by migrating American Express card
processing volumes from its existing customers onto its platform
under the American Express OptBlue program for small merchants.
Although Moody's expects TransFirst's EBITDA to grow in the high
single digit percentages, periodic debt-financed returns to
shareholders and opportunistic acquisitions could cause leverage
to remain in the 6x to 7x range over an extended period. The
rating additionally incorporates TransFirst's high business risks
from its small operating scale, especially relative to its
competitors, and the highly competitive merchant acquiring
services industry.

The rating is supported by TransFirst's strong track record of
strong net revenue and EBITDA growth driven by addition of new
merchant accounts from third party sales channels, low volume
attrition rates, and high operating leverage through its scalable
transaction processing platform. The company generates highly
recurring revenues and Moody's expects free cash flow (before
potential merchant portfolio acquisitions) to exceed $40 million
over the next 12 months.

The stable outlook reflects Moody's expectation for steady net
revenue growth and free cash flow over the next 12 to 18 months.
Moody's expects the company to maintain good liquidity comprising
predictable free cash flow and availability under the revolving
credit facility.

TransFirst's ratings could be upgraded if the company maintains
good earnings growth and if Moody's believes that the company will
maintain free cash flow in the high single digit percentages of
total debt and total debt-to-EBITDA below 6.5x. Conversely, the
ratings could be downgraded if Moody's believes that deteriorating
operating performance or aggressive financial policies will cause
total leverage to be sustained above 7.5x (Moody's adjusted), free
cash flow weakens or liquidity deteriorates.

Moody's has taken the following ratings actions:

Affirmations:

Issuer: TransFirst, Inc

  Corporate Family Rating -- B3

  Probability of Default Rating -- B3-PD

  $320 million Senior Secured 2nd Lien Term Loan, due 2022 --
  Caa2 (LGD5)

  Outlook is Stable

The following ratings were downgraded:

  $50 million Senior Secured 1st lien Revolving Credit Facility,
  due 2019 --B2, (LGD3), from B1, (LGD3)

  $700 million Senior Secured 1st Lien Term Loan, due 2021 -- B2,
  (LGD3), from B1, (LGD3)

TransFirst Holdings, Inc. is a merchant acquirer and provides
payment processing services to small and medium size businesses in
the U.S. TransFirst reported net revenues of approximately $245
million in the twelve months ended June 30, 2014.

The principal methodology used in these ratings was Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


TASC INC: S&P Puts 'B+' Secured Debt Rating on Watch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' issue-level
rating on Chantilly, Va.-based government contractor TASC Inc.'s
first-lien senior secured credit facility, which consists of a $50
million revolving credit facility due 2019 and $393 million first-
lien term loan due 2020, and its 'CCC+' issue-level rating on the
company's $250 million second-lien term loan due 2021 on
CreditWatch with positive implications.

The recovery rating on the first-lien debt remains '2', indicating
S&P's expectation for substantial (70%-90%) recovery in the event
of a payment default.  The recovery rating on the second-lien debt
remains '6', indicating S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

The 'B' corporate credit rating and negative outlook on TASC also
remain unchanged.

The CreditWatch listing of TASC's first- and second-lien credit
facilities follows the announcement that the company will merge
with Engility Holdings Inc. (unrated) in an all-stock transaction
valued at $1.1 billion, including the assumption of TASC's debt.
The boards of directors of both companies approved the transaction
and S&P expects it to close in the first quarter of 2015.  At the
close of the transaction, Engility Holdings Inc. will issue
incremental debt of $585 million for the repayment of its existing
credit facility and to fund a special dividend.

Standard & Poor's will need to assess the credit quality of the
combined entity once the transaction closes in order to resolve
the CreditWatch.  S&P expects to rate the combined entity 'B' or
higher because of its broader services offering, more diversified
customer base, and lower debt leverage, which S&P estimates at 5x
or below compared with more than 6x currently for TASC on a stand-
alone basis.  Although the organization and debt structure are
undetermined, there could be upside potential for the issue-level
rating on TASC's rated first- and second-lien credit facilities
based on S&P's preliminary recovery analysis.

S&P expects to resolve this CreditWatch placement in the coming
weeks as more detailed information becomes available regarding the
collateral package and allocation of $585 million incremental debt
to the company's existing first- and second-lien credit
facilities.  S&P will base its assessment on its view of the
credit quality of the combined entity, following a review of
business, financial, and growth strategies.  S&P expects to
withdraw its corporate credit rating on TASC once the company's
sale to Engility is consummated.

RATINGS LIST

TASC Inc.
Corporate Credit Rating    B/Negative/--

Ratings Placed On CreditWatch; Recovery Ratings Unchanged

TASC Inc.
First-lien debt            To               From
Senior Secured             B+/Watch Pos     B+
  Recovery Rating           2                2
Second-lien debt           CCC+/Watch Pos   CCC+
  Recovery Rating           6                6


THOMAS JEFFERSON: Law School Restructures Debt Obligations
----------------------------------------------------------
The Thomas Jefferson School of Law has signed a Restructuring
Support Agreement with nearly 90% of its bondholders that reduces
its debt by two thirds ($87 million), reduces annual cash flow
obligations by half ($6 million) and ensures continued operations
of the school in its state-of-the-art campus in downtown San
Diego.

Thomas F. Guernsey, president and dean who was recruited in July
2013 to turn around school operations, said the restructuring
agreement was needed to address the $127 million in bonds that
were issued in 2008 to build its new campus at 1155 Island Ave.

"This restructuring is a major step toward achieving our goals,"
Mr. Guernsey said.  "It puts the school on a solid financial
footing and will enable Thomas Jefferson to continue to fulfill
its mission serving a diverse group of students in a collegial,
supportive learning environment."

As part of the transaction, the bonds will be cancelled.  In
exchange, the bondholders will become owners of the building and
lease it back to the school.  In addition, the bondholders will
also receive $40 million in new notes at an interest rate of 2
percent.  Interest rates on the previous outstanding taxable bonds
were over 11 percent, with non-taxable bonds at over 7 percent.

The agreement cuts the school's debt by nearly $87 million, from
$127 million to $40 million, and results in a significant
improvement in cash flow.  Previously, the school was paying about
$12 million a year in principal and interest on its debt.  Under
the restructuring, the school will pay $5 million in annual rent
and about $1 million a year in interest expense, cutting its
annual payments to the bondholders by almost 50 percent to a total
of $6 million.

Mr. Guernsey said school operations continue unchanged under the
new agreement.  The bondholders have expressed confidence in the
school and its future plans.

"We agree with the bondholders that this restructuring is in the
best interest of the bondholders and Thomas Jefferson," said Gavin
Wilkinson, senior vice president of UMB Bank, the trustee for the
bonds.  "The restructuring significantly reduces the debt and
interest burden on the school."

The school began discussions on a debt restructuring in earnest in
April 2014. Negotiations continued into October 2014, with the law
school and the consenting bondholders entering into a
Restructuring Support Agreement on Tuesday, October 28, 2014.

In this restructuring transaction, Thomas Jefferson School of Law
was represented by:

          E. Kurt Yeager, Esq.
          STRADLING YOCCA CARLSON & RAUTH, P.C
          660 Newport Center Drive, Suite 1600
          Newport Beach, CA 92660
          Telephone: (949) 725-4169
          E-mail: kyeager@sycr.com

               - and -

          Victor Vilaplana, Esq.
          FOLEY & LARDNER LLP
          3579 Valley Centre Drive, Suite 300
          San Diego, CA 92130
          Telephone: (858) 847-6759
          E-mail: vavilaplana@foley.com

and the bondholders were represented by:

          Christopher T. Greco, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Ave.
          New York, NY 10022
          Telephone: (212) 446-4734
          E-mail: christopher.greco@kirkland.com

               - and -

          David Orlofsky
          ZOLFO COOPER
          Grace Building
          1114 Avenue of the Americas, 41st Floor
          New York, NY 10036
          Telephone: (212) 561-4022
          E-mail: dorlofsky@zolfocooper.com

"The improved financial stability enables us to continue to focus
on improving results for our students in passing the bar and
securing jobs in the legal profession," Mr. Guernsey said.  "This
includes adding new programs and improving core curriculum.  By
restructuring the debt and reducing the annual payments to the
bondholders by almost 50 percent, the school can continue its
mission to be a school of opportunity for a diverse population of
students.  Our long-term goal is to continue doing a better job
for our students in all ways and steadily raise the reputation of
the law school, the quality of the education and, the success of
our graduates."

                     About Thomas Jefferson

Thomas Jefferson School of Law was founded in 1969 as the San
Diego campus of the Western State University College of Law to
offer part-time programs for working professionals.  It soon
attracted a growing number of students who wanted to attend law
school full-time.  The school was renamed Thomas Jefferson School
of Law in 1995.  Full ABA accreditation was granted in August 2001
and the law school became a private, non-profit institution the
same year.  The school began attracting a broader range of
students from all over the United States and around the world,
which led to plans for the new campus.  The first classes were
held in its new East Village campus in January 2011.  The 305,000
square-foot, eight-story campus has won numerous awards as one of
the most outstanding law school facilities in the U.S.  The ultra-
modern facility includes high-tech classrooms with stadium
seating, a state-of-the-art moot courtroom, outdoor terraces for
relaxing or studying, two floors of library seating, a student
lounge and a legal clinic.


TIBCO SOFTWARE: Moody's Assigns B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned to Balboa Merger Sub, Inc.,
which will be merged into TIBCO Software Inc. (TIBCO), a first-
time B3 Corporate Family Rating (CFR) and a B3-PD probability of
default rating. Moody's also assigned a B1 rating to TIBCO's
proposed first lien credit facilities comprising a $125 million
revolving credit facility, a $1.65 billion term loan facility and
a $300 million 1-year asset sale bridge loan facility, and a Caa2
rating to the company's proposed $950 million of senior unsecured
notes. The proceeds from new debt issuance along with $1.6 billion
of equity will be used to finance the acquisition of TIBCO by
funds affiliated with Vista Equity Partners for approximately $4.2
billion in an all-cash transaction, including refinancing of
TIBCO's $605 million of existing debt. The ratings have a stable
outlook.

Ratings Rationale

TIBCO's CFR is weakly positioned in the B3 rating category which
primarily reflects TIBCO's weak financial profile and significant
execution risk in achieving planned cost savings over the next 12
to 18 months. TIBCO's initial leverage is very high at
approximately 11x total debt to LTM 3Q 2014 EBITDA (excluding $300
million of asset sale bridge facility that is expected to be
refinanced from the sale leaseback of TIBCO's headquarters),
though Moody's expects leverage to decline to 6x to 6.5x by FYE
2016. The projected deleveraging and free cash flow will be driven
by EBITDA growth of over 50% over the next 18 months that
management plans to achieve from headcount reductions and
operating efficiencies in all core functions of the company.

TIBCO's software sales declined in 2013 and the YTD 3Q 2014 period
and its profitability has eroded from a decline in high margin
software revenues and higher operating costs. Although cost
reductions will drive initial deleveraging, Moody's believes that
ultimately sustained earnings growth led by revenue growth of at
least mid single digit percentages will be required to enhance
financial flexibility. The B3 CFR incorporates TIBCO's risks in
timely attainment of synergies and generating revenue growth while
undertaking significant cost reduction efforts. The company faces
strong competition in both core infrastructure and analytics
software segments. TIBCO will operate with limited financial
flexibility as debt service costs will increase substantially. The
company has modest cushion for execution missteps as management
plans to accelerate revenue growth from increased sales
efficiencies, growth in maintenance revenues and shifting its
sales model in the analytics software segment from license- to
subscription-based sales. Moody's expects TIBCO's revenue growth
to remain muted in the low single digit percentages over the next
12 to 18 months and its free cash flow to increase from 3% of
total debt in 2015 to approximately 6% in 2016, which will
essentially represent cost savings.

TIBCO's credit profile is supported by its well-regarded
application integration and event processing and analytics
products in the enterprise software market. The company has good
operating scale with over $1 billion in revenues and a large
installed base of over 4,000 customers. Approximately 40% of
TIBCO's revenues are derived under software maintenance and
support agreements and these revenues have retention rates in
excess of 90%. The company has historically generated the majority
of its new license sales from its existing accounts.

Moody's expects the company to refinance its $300 million asset
sale bridge loan within twelve months of closing of the
acquisition using the proceeds of the sale of its headquarters
facility.

The stable outlook is based on Moody's expectation that TIBCO will
generate modest revenue growth and free cash flow of 3% of total
debt in FY 2015. Moody's expects TIBCO to maintain adequate
liquidity consisting of its domestic cash balances of
approximately $50 million, $125 million of undrawn revolving
credit facility and free cash flow.

Moody's could downgrade TIBCO's ratings if liquidity weakens or
free cash flow falls short of expectations as a result of weaker
than expected revenues or delays in achieving planned cost
savings. The ratings could be downgraded if Moody's believes that
TIBCO's total debt to EBITDA will remain above 7.5x (incorporating
Moody's standard analytical adjustments) and free cash flow is
expected to remain negative.

Conversely, Moody's could raise TIBCO's ratings if revenue growth
increases to the mid single digit percentages and Moody's believes
that total debt to EBITDA will be sustained below 6.5x and free
cash flow will exceed 5% of total debt.

Issuer: Balboa Merger Sub, Inc.

  Corporate Family Rating -- B3

  Probability of Default Rating -- B3-PD

  $125 million Senior Secured 1st lien Revolving Credit Facility,
  due 2019 -- B1 (LGD3)

  $300 million Senior Secured Asset Sale Bridge Loan, due 2015 --
  B1 (LGD3)

  $1,650 million Senior Secured 1st Lien Term Loan, due 2020 --
  B1 (LGD3)

  $950 million Senior Unsecured Notes, due 2021 -- Caa2 (LGD5)

  Outlook, Stable

TIBCO Software Inc. is a leading independent provider of
infrastructure and business intelligence software. TIBCO reported
$1.08 billion in revenues for the twelve months ended August 31,
2015.

The principal methodology used in this rating was Global Software
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


TOTAL MERCHANT: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service, rated Total Merchant Services, Inc.'s
("TMS") new First Lien Credit Facilities (Revolver and Term Loan,
together the "Credit Facilities") and Corporate Family Rating
("CFR") at B2 and Probability of Default Rating ("PDR") of B3-PD.
The rating outlook is stable. This is the first time that Moody's
has assigned a rating to TMS's debt.

TMS plans to use the proceeds of the Credit Facilities to repay a
$15 million note payable to an entity controlled by Edward
Freedman (TMS's sole shareholder) and to pay Mr. Freedman a
special dividend of up to $75 million. With the payment of the
dividend, TMS's ongoing management fee paid to a company
controlled by Mr. Freedman will cease. TMS will, however, make
annual distributions to Mr. Freedman of an amount sufficient to
pay the income taxes that TMS avoids as an S corporation. Since
TMS will no longer have a business relationship with any of legal
entities controlled by Mr. Freedman but not consolidated into
TMS's financial statements, Moody's expect that future financial
statements will be issued with an unqualified audit opinion.

Assignments:

Issuer: Total Merchant Services, Inc.

  Corporate Family Rating, Assigned B2

  Probability of Default Rating, Assigned B3-PD

  Senior Secured Bank Credit Facility (Local Currency), Assigned
  B2 (revolver)

  Senior Secured Bank Credit Facility (Local Currency), Assigned
  a range of LGD3 (revolver)

  Senior Secured Bank Credit Facility (Local Currency), Assigned
  B2 (term loan)

  Senior Secured Bank Credit Facility (Local Currency), Assigned
  a range of LGD3 (term loan)

Outlook Actions:

Issuer: Total Merchant Services, Inc.

  Outlook, Assigned Stable

The B2 CFR reflects TMS's high leverage, its relatively small
market share, and its exposure to smaller sized customers, which
have a higher risk of attrition and chargeback liabilities.
Moreover, given the concentrated ownership (single shareholder),
Moody's anticipate that TMS will remain highly-leveraged, with
Free Cash Flow ("FCF") to debt (Moody's adjusted, after merchant
acquisition costs), which is in the low to mid single digits
percent currently, varying between the mid to upper single digits
percent over time due to periodic debt-funded equity distributions
and small acquisitions. Nevertheless, the rating is supported by
TMS's consistent FCF, which reflects the combination of a
recurring transaction-based revenue stream and modest capital
expenditure requirements.

TMS maintains a diverse customer base with minimal customer
concentration by size or vertical industry. TMS also benefits from
the generally favorable long term trends for electronic payment
processing industry as the secular shift from cash/check payment
to electronic payments continues.

The senior secured first lien credit facilities are rated B2,
which equals the CFR and reflects the absence of unsecured or
subordinated debt and minimal unsecured liabilities.

The stable outlook reflects Moody's expectation that over the next
year TMS will generate mid to upper single digit revenue growth.
Moody's expect that FCF to debt (Moody's adjusted, after merchant
acquisition costs) will rise into the upper single digits percent
over the near term due to improving FCF and absolute debt
reduction. TMS will have adequate liquidity over the next year
based on Moody's expectation of FCF of $5 million to $10 million
(Moody's adjusted, after merchant acquisition costs). Since FCF is
highly-variable within quarters due to working capital movements,
Moody's expect that TMS may periodically access the $15 million
revolver in order to maintain the cash balance in excess of $20
million.

Although an upgrade is unlikely over the next year, the rating
could be upgraded over the intermediate term if TMS profitably
expands its market share and maintains its conservative financial
policy of foregoing equity distributions and aggressively reducing
debt. Thus, Moody's would expect that FCF to debt (Moody's
adjusted, after merchant acquisition costs) would remain at least
in the low teens percent for an extended period.

The rating could be downgraded if TMS were to experience a
weakening competitive position, as evidenced by increased customer
churn and declining margins. The rating could also be downgraded
if TMS fails to reduce debt such that FCF to debt (Moody's
adjusted, after merchant acquisition costs) is likely to remain
below the mid single digits for an extended period.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the US, Canada,
and EMEA published in June 2009.

Total Merchant Services, Inc. based in Woodland Hills, California,
is a merchant acquirer providing credit, debit and other
electronic payment processing services for merchants in United
States and Canada. TMS is owned by its founder, Edward Freedman.


TOTAL MERCHANT: S&P Assigns 'B' CCR & Rates $175MM Facility 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Woodland Hills, Calif.-based Total Merchant
Services Inc. (TMS).  The outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating and '2'
recovery rating to the company's proposed $175 million senior
secured credit facility, consisting of a $15 million revolver and
$160 million term loan.  The '2' recovery rating indicates S&P's
expectation for substantial (70%-90%) recovery in the event of a
payment default.

"The rating on TMS reflects our assessment of the company's
relatively small scale and modest market position in the highly
competitive and fragmented merchant payment processing industry,
and our expectation for free cash flow-to-debt in the low-to-mid
single-digit percentage area, pro forma for the debt-financed
distribution to its sole shareholder over the next 12 months,"
said Standard & Poor's credit analyst Jenny Chang.

The outlook is stable, reflecting S&P's expectation that despite
competitive industry conditions, the company will achieve moderate
revenue growth by maintaining a relatively stable merchant count
and generate positive free cash flow over the coming year.

An upgrade is unlikely in 2015, limited by the company's lack of
scale, and S&P's expectation for modest free cash flow-to-debt and
exposure to re-leveraging risk.

S&P could lower the rating if merchant attrition, margin pressure,
or debt-financed acquisitions or shareholder returns result in
free cash flow-to-debt sustained in the low-single-digit
percentage area.


TRUMP ENTERTAINMENT: Judge Delays Decision On Restructuring
-----------------------------------------------------------
Sara Randazzo, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Kevin Gross in Wilmington, Del., refused to
sign off the disclosure statement explaining Trump Entertainment
Resorts Inc.'s reorganization plan, instead pushing back the
hearing on the plan outlines to next week so the casino operator
can come back with a firmer version of the explanatory statement.

"My concern is that there is simply too much immediate
uncertainty," the DBR report cited Judge Gross as saying.  "There
needs to be something in place that provides comfort that there is
really a path to a plan."

As previously reported by The Troubled Company Reporter, Trump
Entertainment amended on Nov. 3 their joint plan of reorganization
to provide that first lien lenders led by Carl Icahn's Icahn
Partners LP and affiliated funds will fully equitize the Debtors'
existing senior secured debt and to provide (i) subject to certain
conditions, $100 million in new-money exit financing in the form
of a New Term Loan, or (ii) in the event the conditions are
incapable of being satisfied, $15 million in new-money exit
financing in the form of a New Term Loan.

                About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.


U.S. COAL: Additional Debtors' Case Summary & Creditors' Lists
--------------------------------------------------------------
Affiliates of Licking River Mining, LLC (Case No. 14-10201) that
filed for Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     Harlan County Mining, LLC                 14-52501
     101 Helm Street, Suite 150
     Lexington, KY 40505

     Oak Hill Coal, Inc.                       14-52502
     101 Helm Street, Suite 150
     Lexington, KY 40505

     Sandlick Coal Company, LLC                14-52503
     101 Helm Street, Suite 150
     Lexington, KY 40505

     U.S. Coal Marketing, LLC                  14-52504
     101 Helm Street, Suite 150
     Lexington, KY 40505

Chapter 11 Petition Date: November 4, 2014

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Amelia M. Adams, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: aadams@dlgfirm.com

                     - and -

                  Laura Day DelCotto, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper St
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Fax: (859) 281-1179
                  Email: ldelcotto@dlgfirm.com

                                   Estimated    Estimated
                                     Assets    Liabilities
                                  -----------  -----------
Harlan County Mining              $0-$50,000   $0-$50,000
Oak Hill Coal, Inc.               $100K-$500K  $0-$50,000
Sandlick Coal Company             $1MM-$10MM   $1MM-$10MM
U.S. Coal Marketing               $0-$50,000   $0-$50,000

The petitions weres signed by John A. Collins, CEO.

A. List of Harlan County Mining's four Largest Unsecured
Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Carl McAfee                      Pending Litigation     Unknown

Dean McAfee Holdings             Pending Litigation     Unknown

Estate of Aubra Dean             Pending Litigation     Unknown

Julia McAfee                     Pending Litigation     Unknown

B. List of Oak Hill Coal, Inc.'s four Largest Unsecured
   Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                        -----------------   ------------
Carl McAfee                      Pending Litigation     Unknown
Dean McAfee Holdings             Pending Litigation     Unknown
Estate of Aubra Dean             Pending Litigation     Unknown
Julie McAfee                     Pending Litigation     Unknown

C. List of Sandlick Coal Company's seven Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ------------------   ------------
Carl McAfee                      Pending Litigation     Unknown

Dean McAfee Holdings             Pending Litigation     Unknown

Estate of Aubra Dean             Unsecured Promissory   $500,000
c/o Gregory Pavey, Esq.          Note
300 W. Vine Street
Lexington, KY 40507

Estate of Aubra Dean             Pending Litigation     Unknown

Julia and Carl McAfee            Unsecured Promissory   $500,000
P.O. Box 321                     Note
Norton, VA 24273

Julia McAfee                     Pending Litigation     Unknown

Smith-Manus                      Surety Bonding         $4,453

D. List of U.S. Coal Marketing's four Largest Unsecured
   Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ----------------    ------------
Carl McAfee                      Pending Litigation     Unknown

Dean McAfee Holdings             Pending Litigation     Unknown

Estate of Aubra Dean             Pending Litigation     Unknown

Julia McAfee                     Pending Litigation     Unknown

On May 22, 2014, an Involuntary Chapter 11 petition was filed
against Licking River Mining, LLC.  On May 23, 2014, an
Involuntary Chapter 11 petition was filed against Licking River
Resources, Inc. and Fox Knob Coal., Inc.

On June 3, 2014, an Involuntary Chapter 11 petition was filed
against S.M. & J., Inc.  On June 4, an Involuntary Chapter 11
petition was filed against J.A.D. Coal Company, Inc.  On
June 10, an Involuntary Chapter 11 petition was filed against U.S.
Coal Corporation and subsequently, on Nov. 4, Harlan County
Mining, LLC, Oak Hill Coal, Inc., Sandlick Coal Company, LLC, and
U.S. Coal Marketing, LLC, filed petitions in the United States
Bankruptcy Court for the Eastern District of Kentucky seeking
relief under chapter 11 of the Bankruptcy Code.

The Debtors' cases have been assigned to Chief Judge Tracey N.
Wise.  The Debtors are seeking to have their cases jointly
administered for procedural purposes, meaning that upon entry of
such an order all pleadings will be maintained on the case docket
for Licking River Mining, LLC, Case No. 14-10201 (the "Main Case
Docket").

On June 9, 2014, the Debtors filed the Consolidated Answer to
Involuntary Petitions and Consent to Entry of Order for Relief and
Reservation of Rights.  On June 12, 2014, the Court entered the
Order for Relief, thereby converting these involuntary cases to
voluntary Chapter 11 Cases.


U.S. COAL: Add'l Debtors Want Jan. 2, 2015 Claims Bar Date
----------------------------------------------------------
Harlan County Mining, LLC, Oak Hill Coal, Inc., Sandlick Coal
Company, LLC, and U.S. Coal Marketing, LLC, as debtors and debtors
in possession -- Additional Debtors -- ask the Bankruptcy Court to
enter an order establishing bar dates for filing proofs of claim
in their Chapter 11 cases.

Specifically, the Additional Debtors ask the Bankruptcy Court to
enter an order:

   (a) establishing Friday, Jan. 2, 2015 at 5:00 p.m. (ET) as the
general bar date by which all entities (other than governmental
units as defined in 11 U.S.C. Sec. 101(27)) asserting claims
against the Additional Debtors that arose or are deemed to have
arisen prior to the commencement of the Additional Debtors'
bankruptcy cases must file proofs of claim;

   (b) establishing Jan. 2, 2015 at 5:00 p.m. (ET), as the bar
date by which all entities must file proofs of claim for the value
of goods received by the Additional Debtors within 20 days before
the commencement of the Additional Debtors' bankruptcy cases under
11 U.S.C. Sec. 503(b)(9) (the "503(b)(9) Bar Date");

   (c) establishing Monday, May 4, 2015 at 5:00 p.m. (ET) (the
first business day after May 3, 2015), as the bar date by which
all governmental units must file proofs of claim in the Additional
Debtors' bankruptcy cases (the "Government Bar Date");

   (d) establishing the later of (a) the General Bar Date or the
Government Bar Date, as applicable; or (b) 30 days after the entry
of the rejection order, as the bar date by which entities must
file proofs of claim relating to the Additional Debtors' rejection
of executory contracts or unexpired leases in the Additional
Debtors' bankruptcy cases (the "Rejection Bar Date"); and

   (e) establishing the later of: (a) the General Bar Date or the
Government Bar Date, as applicable; or (b) 30 days after the date
that notice of the applicable amendment or supplement to the
Schedules is served on the Affected Claimholder, as the bar date
by which entities must file proofs of claim as a result of any
future amendment to the Additional Debtors' Schedules (the
"Amended Schedule Bar Date").

                About U.S. Coal and Licking River

On May 22, 2014, an involuntary Chapter 11 petition was filed
against Licking River Mining, LLC, before the United States
Bankruptcy Court for the Eastern District of Kentucky.  On May 23,
2014, an involuntary Chapter 11 petition was filed against Licking
River Resources, Inc. and Fox Knob Coal., Inc.  On June 3, 2014,
an involuntary Chapter 11 petition was filed against S.M. & J.,
Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed
against J.A.D. Coal Company, Inc.  On June 12, 2014, the Court
entered an order for relief in each of the bankruptcy cases.

On June 10, 2014, an involuntary Chapter 11 petition was filed
against U.S. Coal Corporation.  On June 27, 2014, the Court
entered an order for relief in U.S. Coal's bankruptcy case.

On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc.,
Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed
petitions in the United States Bankruptcy Court for the Eastern
District of Kentucky seeking relief under chapter 11 of the United
States Bankruptcy Code.  The Debtors' cases have been assigned to
Chief Judge Tracey N. Wise.  The Debtors are seeking to have their
cases jointly administered for procedural purposes, meaning that
upon entry of such an order all pleadings will be maintained on
the case docket for Licking River Mining, LLC, Case No. 14-10201.

U.S. Coal produces and sells thermal coal purchased primarily by
utilities and trading companies and specialty coal purchased by
various industrial customers and trading companies (known as
"stoker" coal).   U.S. Coal operates through two divisions: (1)
the Licking River Division that was formed through the acquisition
of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in
January 2007 for $33 million., and (2) the J.A.D. Division that
was formed through the acquisition of JAD and Fox Knob, and
Sandlick Coal Company, LLC and Harlan County Mining, LLC in April
2008 for $41 million.  Both the LRR Division and the JAD Division
are located in the Central Appalachia region of eastern Kentucky.
The LRR Division has approximately 26.3 million tons of surface
reserves under lease.  The JAD Division has 24.4 million tons of
surface reserves, both leased and owned real property.  At
present, U.S. Coal has three surface mines in operation between
the LRR Division and JAD Division.

The Debtors have tapped Nixon Peabody LLP and DelCotto Law Group
PLLC as attorneys, and Epiq Bankruptcy Solutions LLC as claims
agent.  The Official Committee of Unsecured Creditors have tapped
Barber Law PLLC and Foley & Lardner as attorneys.


U.S. COAL: Add'l Debtors Seek Joint Administration
--------------------------------------------------
Harlan County Mining, LLC, Oak Hill Coal, Inc., Sandlick Coal
Company, LLC, and U.S. Coal Marketing, LLC, seek entry of an order
authorizing the joint administration of their Chapter 11 cases
under the lead case of Licking River Mining, LLC, Case No. 14-
10201.

The bankruptcy cases of earlier filed cases of Licking River
Resources, Inc., Licking River Mining, LLC, S. M. & J., Inc.,
J.A.D. Coal Company, Inc., Fox Knob Coal Co., Inc., and U.S. Coal
Corporation are already being jointly administered under the lead
case of Debtor LR Mining.

The Debtors say that joint administration of their bankruptcy
cases is appropriate because all the Debtors intend to file with
the Court numerous pleadings and applications that they believe
will affect each of the Debtors' cases equally, and joint
administration will reduce the amount of duplicative pleadings and
notice that will be filed and/or served.

                About U.S. Coal and Licking River

On May 22, 2014, an involuntary Chapter 11 petition was filed
against Licking River Mining, LLC, before the United States
Bankruptcy Court for the Eastern District of Kentucky.  On May 23,
2014, an involuntary Chapter 11 petition was filed against Licking
River Resources, Inc. and Fox Knob Coal., Inc.  On June 3, 2014,
an involuntary Chapter 11 petition was filed against S.M. & J.,
Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed
against J.A.D. Coal Company, Inc.  On June 12, 2014, the Court
entered an order for relief in each of the bankruptcy cases.

On June 10, 2014, an involuntary Chapter 11 petition was filed
against U.S. Coal Corporation.  On June 27, 2014, the Court
entered an order for relief in U.S. Coal's bankruptcy case.

On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc.,
Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed
petitions in the United States Bankruptcy Court for the Eastern
District of Kentucky seeking relief under chapter 11 of the United
States Bankruptcy Code.  The Debtors' cases have been assigned to
Chief Judge Tracey N. Wise.  The Debtors are seeking to have their
cases jointly administered for procedural purposes, meaning that
upon entry of such an order all pleadings will be maintained on
the case docket for Licking River Mining, LLC, Case No. 14-10201.

U.S. Coal produces and sells thermal coal purchased primarily by
utilities and trading companies and specialty coal purchased by
various industrial customers and trading companies (known as
"stoker" coal).   U.S. Coal operates through two divisions: (1)
the Licking River Division that was formed through the acquisition
of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in
January 2007 for $33 million., and (2) the J.A.D. Division that
was formed through the acquisition of JAD and Fox Knob, and
Sandlick Coal Company, LLC and Harlan County Mining, LLC in April
2008 for $41 million.  Both the LRR Division and the JAD Division
are located in the Central Appalachia region of eastern Kentucky.
The LRR Division has approximately 26.3 million tons of surface
reserves under lease.  The JAD Division has 24.4 million tons of
surface reserves, both leased and owned real property.  At
present, U.S. Coal has three surface mines in operation between
the LRR Division and JAD Division.

The Debtors have tapped Nixon Peabody LLP and DelCotto Law Group
PLLC as attorneys, and Epiq Bankruptcy Solutions LLC as claims
agent.  The Official Committee of Unsecured Creditors have tapped
Barber Law PLLC and Foley & Lardner as attorneys.


U.S. COAL: Add'l Debtors Seek Access to Cash Collateral
-------------------------------------------------------
Harlan County Mining, LLC, Oak Hill Coal, Inc., Sandlick Coal
Company, LLC, and U.S. Coal Marketing, LLC (collectively, the
"Additional Debtors"), and the other jointly-administered debtors
ask the Bankruptcy Court to authorize the Additional Debtors' use
of cash collateral.

The Bankruptcy Court in September entered a final order
authorizing Licking River Resources, Inc., Licking River Mining,
LLC, S. M. & J., Inc., J.A.D. Coal Company, Inc., Fox Knob Coal
Co., Inc., and U.S. Coal Corporation, to use cash collateral.

Dennis J. Drebsky, Esq., at Nixon Peabody LLP, explains that the
Additional Debtors possess certain assets critical to the Debtors'
reorganization and to the maximization of return for estate
constituents.  Similarly, the Additional Debtors share certain
liabilities with the Debtors, and efficient administration of the
estates argues in favor of the Additional Debtors' use of cash
collateral under the terms of the Final Cash Collateral Order.

Each of the Additional Debtors is wholly owned by U.S. Coal.  All
outstanding stock or other ownership interest in each of the
Additional Debtors is property of U.S. Coal's estate under 11
U.S.C. Section 541.  The Additional Debtors hold certain assets of
significant value to the Debtors' estates.  For example, Sandlick
is the lawful holder of most if not all of the mining permits
pursuant to which JAD and Fox Knob operate their coal mines.
Sandlick exists specifically for this purpose and does not
actually use the mines itself. If Sandlick loses its permits,
those Debtors cannot continue their mining operations.

The Additional Debtors are also jointly and severally liable for
certain of the Debtors' debts.  As just one example, Sandlick is
listed as a co-borrower with U.S. Coal, and Oak Hill and
Harlan are listed as guarantors, on a Credit Agreement dated
December 7, 2011 with East Coast Miner II, LLC.  The range of
liabilities also potentially includes tax liabilities under the
Internal Revenue Code, Commonwealth of Kentucky tax liabilities,
liabilities under royalty agreements and leases, and debts to
secured or unsecured creditors.

Harlan County, Oak Hill, and USC Marketing are essentially defunct
and are no longer generating revenue.  However, because they have
significant liabilities, some of which are shared with the other
Debtors and will be resolved in the course of these chapter 11
cases, those entities and their assets are currently exposed to
creditors outside of the protections of the Bankruptcy Code.  The
resolution of each of the Additional Debtors' liabilities
materially affects all of the Debtors' abilities to efficiently
and effectively reorganize, as each of the Additional Debtors has
obligations arising under, or related to, the Debtors' prepetition
secured indebtedness.  Any plan of reorganization in the case will
necessitate the resolution of these claims against the Additional
Debtors.

                About U.S. Coal and Licking River

On May 22, 2014, an involuntary Chapter 11 petition was filed
against Licking River Mining, LLC, before the United States
Bankruptcy Court for the Eastern District of Kentucky.  On May 23,
2014, an involuntary Chapter 11 petition was filed against Licking
River Resources, Inc. and Fox Knob Coal., Inc.  On June 3, 2014,
an involuntary Chapter 11 petition was filed against S.M. & J.,
Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed
against J.A.D. Coal Company, Inc.  On June 12, 2014, the Court
entered an order for relief in each of the bankruptcy cases.

On June 10, 2014, an involuntary Chapter 11 petition was filed
against U.S. Coal Corporation.  On June 27, 2014, the Court
entered an order for relief in U.S. Coal's bankruptcy case.

On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc.,
Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed
petitions in the United States Bankruptcy Court for the Eastern
District of Kentucky seeking relief under chapter 11 of the United
States Bankruptcy Code.  The Debtors' cases have been assigned to
Chief Judge Tracey N. Wise.  The Debtors are seeking to have their
cases jointly administered for procedural purposes, meaning that
upon entry of such an order all pleadings will be maintained on
the case docket for Licking River Mining, LLC, Case No. 14-10201.

U.S. Coal produces and sells thermal coal purchased primarily by
utilities and trading companies and specialty coal purchased by
various industrial customers and trading companies (known as
"stoker" coal).   U.S. Coal operates through two divisions: (1)
the Licking River Division that was formed through the acquisition
of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in
January 2007 for $33 million., and (2) the J.A.D. Division that
was formed through the acquisition of JAD and Fox Knob, and
Sandlick Coal Company, LLC and Harlan County Mining, LLC in April
2008 for $41 million.  Both the LRR Division and the JAD Division
are located in the Central Appalachia region of eastern Kentucky.
The LRR Division has approximately 26.3 million tons of surface
reserves under lease.  The JAD Division has 24.4 million tons of
surface reserves, both leased and owned real property.  At
present, U.S. Coal has three surface mines in operation between
the LRR Division and JAD Division.

The Debtors have tapped Nixon Peabody LLP and DelCotto Law Group
PLLC as attorneys, and Epiq Bankruptcy Solutions LLC as claims
agent.  The Official Committee of Unsecured Creditors have tapped
Barber Law PLLC and Foley & Lardner as attorneys.


VENOCO INC: S&P Cuts CCR to 'CCC+' & Removes From Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Denver-based Venoco Inc. and parent company Denver
Parent Corp. to 'CCC+' from 'B-' and removed them from CreditWatch
where they had placed with negative implications on Aug. 21, 2014.
The outlooks are negative.  At the same time, S&P affirmed its
'CCC+' issue rating on Venoco's senior unsecured notes and removed
them from CreditWatch with positive implications.  The recovery
rating on these notes is '4' indicating the likelihood of average
(30% to 50%) recovery in the event of a payment default.  S&P is
also lowering its issue-level rating on Denver Parent Corp.'s
(DPC) notes to 'CCC-' from 'CCC'.  The recovery rating on these
notes is '6' indicating the likelihood of negligible (0% to 10%)
recovery in the event of default.

"The rating action reflects our view that Venoco's liquidity is
very limited despite the sale of its West Montalvo properties and
renegotiation of its credit facility covenants," said Standard &
Poor's credit analyst Ben Tsocanos.

The company used the approximately $200 million of net proceeds to
repay borrowings under the facility, leaving about $25 million of
availability following the reduction of the borrowing base to $90
million.  Venoco obtained amendments to its financial covenants,
improving access to the facility, which expires in 2016.  The
divestiture reduces the company's asset base, production and cash
flow, though S&P views the renegotiation of covenants as
favorable.  The negative outlook reflects S&P's view that
liquidity is constrained and the potential that it could lower
Venoco's corporate credit rating if the company is unable to
extend the maturity of its credit facility next year.

S&P's ratings on oil and gas exploration and production company
Venoco Inc. reflect S&P's assessment of the company's business
risk as "weak" given its limited scale of reserves and production
and its geographic concentration in California, partially offset
by weighting of reserves and production toward favorably-priced
crude oil, resulting in above-average profitability.  S&P assess
Venoco's financial risk profile as "highly leveraged," reflecting
its expectation that leverage will remain above 5x debt to EBITDA
through 2016, and the low level of free operating cash flow and
high degree of expected cash flow volatility.  S&P views Venoco's
liquidity position as "less than adequate."

The outlook is negative, reflecting S&P's expectation that
liquidity will likely remain constrained and leverage high.

S&P could lower the rating if Venoco's production declines
materially, resulting in a further deterioration in liquidity.
S&P could also lower the rating if it believed the company would
not be in compliance with the amended covenants under its credit
facility and S&P did not expect a remedy to be forthcoming, or if
the company does not extend the maturity of its credit facility,
currently in 2016, next year.

S&P could raise the rating if Venoco were able to improve its
liquidity to the point that S&P would view it as "adequate," which
S&P estimates would require at least $35 million of combined
credit facility availability and cash on hand.


WATERSTONE MICHELLE: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Waterstone Michelle, L.P.
        10500 Avery Club Drive
        Austin, TX 78717

Case No.: 14-11662

Chapter 11 Petition Date: November 4, 2014

Court: United States Bankruptcy Court
       Western District of Texas (Austin)

Judge: Hon. Tony M. Davis

Debtor's Counsel: B. Weldon Ponder, Jr., Esq.
                  9442 Capital of Texas Hwy N
                  Building 1, Suite 500
                  Austin, TX 78759
                  Tel: (512) 342-8222
                  Fax: (512) 342-8444
                  Email: welpon@austin.rr.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert D. Wunsch, member and president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/txwb14-11662.pdf


YORK RISK: Moody's Maintains B3 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service is maintaining the ratings of York Risk
Services Holdings Corp. (Corporate Family Rating, B3) following
its announcement of plans to borrow $60 million under a delayed
draw term loan and to issue an additional $45 million of senior
unsecured notes. York is using the net proceeds to fund the
acquisition of a managed care service provider. The transactions
do not affect York's corporate family rating or debt ratings,
which include a B1 rating on its first-lien revolver and term loan
and a Caa2 rating on its senior unsecured notes. The rating
outlook for York is stable.

Ratings Rationale

York's ratings reflect its good market position as a third-party
administrative service provider in the US, its expertise in claims
management and managed care services, its diversified client base
and its relatively stable EBITDA margins. These strengths are
tempered by the company's substantial financial leverage, low
interest coverage, and weak net profit margins and cash flow
metrics. Moody's expect that York will continue to actively pursue
acquisitions, giving rise to integration and contingent risks
(e.g., exposure to errors and omissions).

Giving effect to the proposed borrowing and acquisition, York's
debt-to-EBITDA ratio will be in the range of 7.5-8x, similar to
the level at the close of the leveraged buyout in September 2014.
The financial flexibility metrics are weak for the rating
category. Moody's expects York to gradually reduce its leverage
over the next year through growth in revenues and relatively
stable EBITDA margins.

Upon closing of the proposed transaction, the company's financing
arrangement will include a $615 million first-lien term loan and a
$100 million first-lien revolving credit facility (undrawn), both
rated B1, and $315 million of senior unsecured notes, rated Caa2.
The facilities are secured by substantially all assets of York,
and both the facilities and the notes are guaranteed by
subsidiaries.

Factors that could lead to an upgrade of York's ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio
greater than 4%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 8x on a sustained basis, (ii) (EBITDA -
capex) coverage of interest less than 1.2x, and (iii) free-cash-
flow-to-debt ratio below 2%.

Furthermore, the first-lien credit facility ratings could be
downgraded if first-lien borrowings become a larger proportion of
the capital structure relative to senior unsecured notes.

Moody's maintains the following ratings (and loss given default
(LGD) assessments):

  Corporate family rating B3;

  Probability of default rating B3-PD;

  $100 million first-lien revolving credit facility B1
  (LGD3, 32%);

  $615 million first-lien term loan B1 (LGD3, 32%);

  $315 million senior unsecured notes Caa2 (LGD5, 86%).

The principal methodology used in these ratings was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in February 2012. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Based in Parsippany, NJ, York provides claims services,
specialized loss adjusting, managed care, pool administration and
loss control to the insurance services industry. York generated
total revenues of $402 million in 2013.


* Squire Patton Boggs Launches Restructuring & Insolvency Blog
--------------------------------------------------------------
Squire Patton Boggs announced the launch of its global and cross
border restructuring and insolvency blog, eSquire Global
Crossings.

"This new blog will fill a unique niche, by providing observations
and insights on significant restructuring and insolvency
developments from the United States, the United Kingdom, Europe
and around the world, as well as those matters which reflect cross
border issues involving multiple jurisdictions.  As a global law
firm with 44 offices in 21 countries, we are perfectly suited to
keep you abreast of current developments around the world," Squire
Patton Boggs.

"eSquire Global Crossings will offer contributions from members of
the Firm's Restructuring & Insolvency Practice Group, who reside
across five continents, along with periodic guest submissions from
colleagues in related practices and other friends.  Our blog will
provide a truly global perspective on global and cross border
restructuring and insolvency matters.  We hope you will find that
eSquire Global Crossings becomes an important and trusted source
of information on trends and developments in the global
restructuring and insolvency field."

The Squire Patton Boggs Restructuring & Insolvency Practice Group
is a recognized leader, serving the needs of clients in the US,
UK, EU and around the globe.  The practice is led by Stephen D.
Lerner, a partner in our Cincinnati, Ohio and New York offices,
and Susan Kelly, a partner in the Firm's Manchester, UK office.
eSquire Global Crossings will be edited by Christopher Meyer and
Mark Salzberg, (co-editors-in-chief), Nava Hazan and Cathryn
Williams.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Southeastern Stud and Components, Inc.
   Bankr. M.D. Ala. Case No. 14-32906
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/almb14-32906.pdf
         represented by: Lee R. Benton, Esq.
                         BENTON AND CENTENO, LLP
                         E-mail: lbenton@bcattys.com

In re Daniel Nowlin and Elaine Nowlin
   Bankr. D. Ariz. Case No. 14-16073
      Chapter 11 Petition filed October 24, 2014

In re Philip Charles Wilkins and Vicki Leanne Wilkins
   Bankr. D. Ariz. Case No. 14-16081
      Chapter 11 Petition filed October 24, 2014

In re Miles Module Hauling, Incorporated
   Bankr. E.D. Ark. Case No. 14-15722
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/areb14-15722.pdf
         represented by: Billy J. Hubbell, Esq.
                         LAW OFFICE OF BILLY J. HUBBELL
                         E-mail: billy@hubbelllaw.net

In re Recycled Materials Company, Inc.
   Bankr. D. Colo. Case No. 14-24447
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/cob14-24447.pdf
         represented by: Harvey Sender, Esq.
                         SENDER WASSERMAN WADSWORTH, P.C.
                         E-mail: Sendertrustee@sendwass.com

In re KVJ Equipment Leasing, LLC
   Bankr. D. Colo. Case No. 14-24448
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/cob14-24448.pdf
         represented by: Harvey Sender, Esq.
                         SENDER WASSERMAN WADSWORTH, P.C.
                         E-mail: Sendertrustee@sendwass.com

In re Kid City USA Inc.
   Bankr. M.D. Fla. Case No. 14-11886
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/flmb14-11886.pdf
         represented by: Justin R. Infurna, Esq.
                         JUSTN R. INFURNA, ESQ., LLM

In re Kenneth N. Scaff, Jr.
   Bankr. M.D. Fla. Case No. 14-05233
      Chapter 11 Petition filed October 24, 2014

In re Michael W. Rauch
   Bankr. S.D. Fla. Case No. 14-33606
      Chapter 11 Petition filed October 24, 2014

In re Hospitality Hawaii Corporation
   Bankr. D. Hawaii Case No. 14-01433
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/hib14-01433.pdf
         represented by: Joseph S.Y. Hu, Esq.
                         E-mail: jhadvisor@gmail.com

In re David Finley
   Bankr. N.D. Ind. Case No. 14-12697
      Chapter 11 Petition filed October 24, 2014

In re Penn Optical Company, LTD.
        dba Penn Optical
   Bankr. D. Md. Case No. 14-26411
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/mdb14-26411.pdf
         represented by: Steven H. Greenfeld, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC
                         E-mail: steveng@cohenbaldinger.com

In re Leroy Silverman
   Bankr. D. Nev. Case No. 14-17122
      Chapter 11 Petition filed October 24, 2014

In re Agustin Vaquero-Arenas and Reina Vaquero-Sanchez
   Bankr. D. Nev. Case No. 14-17126
      Chapter 11 Petition filed October 24, 2014

In re Kevin Bernstein
   Bankr. D. Nev. Case No. 14-17128
      Chapter 11 Petition filed October 24, 2014

In re Evangelina Moreno-Chavez
   Bankr. D. Nev. Case No. 14-17141
      Chapter 11 Petition filed October 24, 2014

In re James E. Chapon and Karen R. Chapon
   Bankr. D. Nev. Case No. 14-51789
      Chapter 11 Petition filed October 24, 2014

In re 277-283 W. Delavan LLC
   Bankr. E.D.N.Y. Case No. 14-45343
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/nyeb14-45343.pdf
         Filed as Pro Se

In re Niagara Street Properties, LTD
   Bankr. W.D.N.Y. Case No. 14-12475
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/nywb14-12475.pdf
         represented by: Robert B. Gleichenhaus, Esq.
                         GLEICHENHAUS, MARCHESE & WEISHAAR, P.C.
                         E-mail: RBG_GMF@hotmail.com

In re Seneca/Park Corp.
   Bankr. W.D.N.Y. Case No. 14-12486
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/nywb14-12486.pdf
         Filed as Pro Se

In re Charifa Clark
   Bankr. W.D. Okla. Case No. 14-14444
      Chapter 11 Petition filed October 24, 2014

In re Mayz Corp.
   Bankr. D. P.R. Case No. 14-08767
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/prb14-08767.pdf
         represented by: Ruben Gonzalez Marrero, Esq.
                         E-mail: rgm@microjuris.com

In re Mayz Corp. II
   Bankr. D. P.R. Case No. 14-08768
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/prb14-08768.pdf
         represented by: Ruben Gonzalez Marrero, Esq.
                         E-mail: rgm@microjuris.com

In re H&G Department Stores
   Bankr. D. P.R. Case No. 14-08769
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/prb14-08769.pdf
         represented by: Ruben Gonzalez Marrero, Esq.
                         E-mail: rgm@microjuris.com

In re Preformance Construction, Inc.
        dba Performance Logistics
   Bankr. D. Utah Case No. 14-31317
      Chapter 11 Petition filed October 24, 2014
         See http://bankrupt.com/misc/utb14-31317.pdf
         represented by: Theodore Floyd Stokes, Esq.
                         STOKES LAW PLLC
                         E-mail: ted@stokeslawpllc.com

In re Thomas E. Black
   Bankr. D. Ariz. Case No. 14-16111
      Chapter 11 Petition filed October 26, 2014

In re Julio A. Reyes and Deborah A. Reyes
   Bankr. M.D. Tenn. Case No. 14-08514
      Chapter 11 Petition filed October 26, 2014
In re Bucur Rentals, LLC
   Bankr. C.D. Calif. Case No. 14-23216
      Chapter 11 Petition filed October 27, 2014
         See http://bankrupt.com/misc/cacb14-23216.pdf
         represented by: Michael Jay Berger, Esq.
                         LAW OFFICES OF MICHAEL JAY BERGER
                         E-mail:
michael.berger@bankruptcypower.com

In re DWN Enterprises, LLC
   Bankr. D. Conn. Case No. 14-31986
      Chapter 11 Petition filed October 27, 2014
         See http://bankrupt.com/misc/ctb14-31986.pdf
         represented by: Joseph J. D'Agostino, Jr., Esq.
                         LAW OFFICES OF JOSEPH J. D'AGOSTINO, JR.
                         E-mail: joseph@lawjjd.com

In re Pamela P. Gabriel
   Bankr. D. Conn. Case No. 14-51627
      Chapter 11 Petition filed October 27, 2014

In re Dewayne Elmore and Linda Elmore
   Bankr. M.D. Fla. Case No. 14-05255
      Chapter 11 Petition filed October 27, 2014

In re Argen-ital, Inc.
   Bankr. S.D. Fla. Case No. 14-33783
      Chapter 11 Petition filed October 27, 2014
         See http://bankrupt.com/misc/flsb14-33783.pdf
         represented by: Brett A Elam, Esq., Esq.
                         BRETT A. ELAM, P.A.
                         E-mail: belam@brettelamlaw.com

In re Arroyo Enterprises Inc.
   Bankr. S.D. Fla. Case No. 14-33786
      Chapter 11 Petition filed October 27, 2014
         See http://bankrupt.com/misc/flsb14-33786.pdf
         represented by: Brett A Elam, Esq.
                         BRETT A. ELAM, P.A.
                          E-mail: belam@brettelamlaw.com

In re Bernard Ivan Turnoy
   Bankr. N.D. Ill. Case No. 14-38891
      Chapter 11 Petition filed October 27, 2014

In re Midway Fuel Properties, LLC
   Bankr. E.D. Ky. Case No. 14-52412
      Chapter 11 Petition filed October 27, 2014
         See http://bankrupt.com/misc/kyeb14-52412.pdf
         represented by: Jamie L. Harris, Esq.
                         DELCOTTO LAW GROUP PLLC
                         E-mail: jharris@dlgfirm.com

In re Anthony Bouldin
   Bankr. D. Md. Case No. 14-26403
      Chapter 11 Petition filed October 27, 2014

In re Perfect 10, LLC
   Bankr. D. Md. Case No. 14-26543
      Chapter 11 Petition filed October 27, 2014
         See http://bankrupt.com/misc/mdb14-26543.pdf
         represented by: Robert B. Greenwalt, Esq.
                         GREENWALT & SIGLER
                         E-mail: attyrsigler@aol.com

In re John Thomas Caver
   Bankr. S.D. Miss. Case No. 14-51678
      Chapter 11 Petition filed October 27, 2014

In re Max Noel
   Bankr. E.D.N.Y. Case No. 14-74857
      Chapter 11 Petition filed October 27, 2014

In re RWM Partnership, LLC
   Bankr. E.D. Pa. Case No. 14-18527
      Chapter 11 Petition filed October 27, 2014
         See http://bankrupt.com/misc/paeb14-18527.pdf
         represented by: Thomas Daniel Bielli, Esq.
                         O'KELLY ERNST & BIELLI, LLC
                         E-mail: tbielli@oeblegal.com

In re Steven B. Petri and Cheryl A. Petri
   Bankr. D. Wis. Case No. 14-14593
      Chapter 11 Petition filed October 27, 2014
In re Joseph Ellis Kokroko
   Bankr. D. Ariz. Case No. 14-16170
      Chapter 11 Petition filed October 28, 2014

In re DK & J Enterprises, Inc.
        dba Roy & Dot's Towing
   Bankr. C.D. Calif. Case No. 14-23271
      Chapter 11 Petition filed October 28, 2014
         See http://bankrupt.com/misc/cacb14-23271.pdf
         represented by: Yoon O. Ham, Esq.
                         LEWIS & HAM LLP
                         E-mail: hamy@lewishamlaw.com

In re Susanna Shaw
   Bankr. N.D. Calif. Case No. 14-31557
      Chapter 11 Petition filed October 28, 2014

In re James W. Lord
   Bankr. N.D. Calif. Case No. 14-31560
      Chapter 11 Petition filed October 28, 2014

In re Scott Eric Zeilinger
   Bankr. N.D. Calif. Case No. 14-44325
      Chapter 11 Petition filed October 28, 2014

In re Environmental Protection Certification Company, Inc.
   Bankr. D. Md. Case No. 14-26516
      Chapter 11 Petition filed October 28, 2014
         See http://bankrupt.com/misc/mdb14-26516.pdf
         represented by: Michael D. Sendar, Esq.
                         THE LAW OFFICE OF MICHAEL D. SENDAR

In re JKJ Electric, Inc.
   Bankr. D. Md. Case No. 14-26624
      Chapter 11 Petition filed October 28, 2014
         See http://bankrupt.com/misc/mdb14-26624.pdf
         represented by: David J. Kaminow, Esq.
                         MEISELMAN, SALZER, INMAN & KAMINOW, P.C.
                         E-mail: dkaminow@kamlaw.net

In re Javier Gomez and Gloria Gomez
   Bankr. D. Nev. Case No. 14-17191
      Chapter 11 Petition filed October 28, 2014

In re Deimler's Recycling, Inc.
   Bankr. M.D. Pa. Case No. 14-04994
      Chapter 11 Petition filed October 28, 2014
         See http://bankrupt.com/misc/pamb14-04994.pdf
         represented by: Lawrence G. Frank, Esq.
                         LAW OFFICE OF LAWRENCE G. FRANK
                         E-mail: lawrencegfrank@gmail.com

In re Radar Satellite Solutions, Inc.
   Bankr. N.D. Tex. Case No. 14-35128
      Chapter 11 Petition filed October 28, 2014
         See http://bankrupt.com/misc/txnb14-35128.pdf
         represented by: Dan L. Wyde, Esq.
                         WYDE & ASSOCIATES

In re Hartford Oil & Gas, Inc.
   Bankr. N.D. Tex. Case No. 14-35129
      Chapter 11 Petition filed October 28, 2014
         See http://bankrupt.com/misc/txnb14-35129.pdf
         represented by: Dan L. Wyde, Esq.
                         WYDE & ASSOCIATES
In re Lydia Ong Sanders
   Bankr. C.D. Calif. Case No. 14-16388
      Chapter 11 Petition filed October 29, 2014

In re David Eugene Foyil
   Bankr. E.D. Calif. Case No. 14-30670
      Chapter 11 Petition filed October 29, 2014

In re Thomas J. Murphy
   Bankr. D. Colo. Case No. 14-24672
      Chapter 11 Petition filed October 29, 2014

In re Mullare-Murphy Funeral Home, Inc.
   Bankr. D. Colo. Case No. 14-24676
      Chapter 11 Petition filed October 29, 2014
         See http://bankrupt.com/misc/cob14-24676.pdf
         represented by: Steven T. Mulligan, Esq.
                         JACKSON KELLY, PLLC
                         E-mail: smulligan@jacksonkelly.com

In re Mark Anthony Ditsious and Mollie Gleason Ditsious
   Bankr. W.D. La. Case No. 14-51357
      Chapter 11 Petition filed October 29, 2014

In re Pooh Bear Daycare Center Inc.
   Bankr. N.D. Miss. Case No. 14-14039
      Chapter 11 Petition filed October 29, 2014
         See http://bankrupt.com/misc/msnb14-14039.pdf
         represented by: Gwendolyn Baptist-Hewlett, Esq.
                         THE BAPTIST LAW FIRM PLLC
                         E-mail: sd@baptistlaw.com

In re Corey Amos and Louise Gombako Amos
   Bankr. S.D. Miss. Case No. 14-03499
      Chapter 11 Petition filed October 29, 2014

In re Dublin Pub Group, LLC
        dba Dublin Square Pub
   Bankr. D. N.J. Case No. 14-31999
      Chapter 11 Petition filed October 29, 2014
         See http://bankrupt.com/misc/njb14-31999.pdf
         represented by: Edward Harrington Heyburn, Esq.

In re Edward Johnson Murdock, Jr.
   Bankr. D. S.C. Case No. 14-06106
      Chapter 11 Petition filed October 29, 2014

In re Hesed Enterprises, LLC
   Bankr. N.D. Tex. Case No. 4-10205
      Chapter 11 Petition filed October 29, 2014
         See http://bankrupt.com/misc/txnb14-10205.pdf
         represented by: Robert H. Holmes, Esq.
                         HOLMES LAW FIRM
                         E-mail: rhholmes@swbell.net

In re Michael Eugene Gallagher and Rhonda Lynn Gallagher
   Bankr. N.D. Tex. Case No. 14-20339
      Chapter 11 Petition filed October 29, 2014

In re English & Associates P.L.L.C.
   Bankr. N.D. Tex. Case No. 14-35143
      Chapter 11 Petition filed October 29, 2014
         See http://bankrupt.com/misc/txnb14-35143.pdf
         represented by: Keith William Harvey, Esq.
                         THE HARVEY LAW FIRM
                         E-mail: harvey@keithharveylaw.com

In re Thuy Lien Hoang and Mark Joseph Hubbard
   Bankr. W.D. Wash. Case No. 14-45786
      Chapter 11 Petition filed October 29, 2014

In re Stanford Lerch and Susan Lerch
   Bankr. D. Ariz. Case No. 14-16376
      Chapter 11 Petition filed October 30, 2014

In re Aliso Viejo Fatburger, LLC
   Bankr. C.D. Calif. Case No. 14-16441
      Chapter 11 Petition filed October 30, 2014
         See http://bankrupt.com/misc/cacb14-16441.pdf
         represented by: Michael G. Spector, Esq.
                         LAW OFFICES OF MICHAEL G. SPECTOR
                         E-mail: mgspector@aol.com

In re Anyes Isabel Van Volkenburgh
   Bankr. C.D. Calif. Case No. 14-30455
      Chapter 11 Petition filed October 30, 2014

In re United Motor Club, Inc.
   Bankr. C.D. Calif. Case No. 14-30482
      Chapter 11 Petition filed October 30, 2014
         See http://bankrupt.com/misc/cacb14-30482.pdf
         represented by: Bahram Madaen, Esq.
                         LAW OFFICE OF MADAEN
                         E-mail: ssiroos@hotmail.com

In re Jethelyn Annette Hall
   Bankr. C.D. Calif. Case No. 14-12406
      Chapter 11 Petition filed October 30, 2014

In re Peter Brook
   Bankr. C.D. Calif. Case No. 14-14939
      Chapter 11 Petition filed October 30, 2014

In re Bradford J. Staph
   Bankr. C.D. Calif. Case No. 14-16438
      Chapter 11 Petition filed October 30, 2014

In re lmo Properties, LLC
   Bankr. S.D. Fla. Case No. 14-33995
      Chapter 11 Petition filed October 30, 2014
         See http://bankrupt.com/misc/flsb14-33995.pdf
         represented by: Daniel R. Brinley, Esq.
                         LAW OFFICES OF DANIEL R. BRINLEY, PA
                         E-mail: drb@fcohenlaw.com

In re Roger L Altis and Marcia K Altis
   Bankr. D. Kans. Case No. 14-12484
      Chapter 11 Petition filed October 30, 2014

In re Minges Creek Racquet & Fitness Club, LLC
   Bankr. W.D. Mich. Case No. 14-06916
      Chapter 11 Petition filed October 30, 2014
         See http://bankrupt.com/misc/miwb14-06916.pdf
         represented by: Steven L. Rayman, Esq.
                         RAYMAN & KNIGHT
                         E-mail: courtmail@raymanstone.com

In re Carolyn E Strieter by her Conservator Guy T Conti
   Bankr. E.D. Miss. Case No. 14-56980
      Chapter 11 Petition filed October 30, 2014

In re John Brian Trujillo and Elizabeth Trujillo
   Bankr. D. N.M. Case No. 14-13215
      Chapter 11 Petition filed October 30, 2014

In re Awais Management Corp.
         dba Super Deal 99 Cent & Up
   Bankr. E.D.N.Y. Case No. 14-45508
      Chapter 11 Petition filed October 30, 2014
         See http://bankrupt.com/misc/nyeb14-45508.pdf
         represented by: Michael A King, Esq.
                         E-mail: Romeo1860@aol.com

In re Justina Pepple Taube and Michael Allen Taube
   Bankr. S.D. Tex. Case No. 14-80416
      Chapter 11 Petition filed October 30, 2014

In re Neckles Builders, Inc.
   Bankr. S.D.N.Y. Case No. 14-37185
      Chapter 11 Petition filed October 31, 2014
         See http://bankrupt.com/misc/nysb14-37185.pdf
         represented by: Lewis D. Wrobel, Esq.
                         E-mail: lewiswrobel@verizon.net


                             *********

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.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

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 the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

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.

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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 2014.  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 or Nina Novak at 202-362-8552.


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